Welcome to PakSearch.com Pakistan's Premier Business Information
Service


For business information, annual reports, laws, ordinances, regulations and articles.




Google
 
Web Paksearch.com
Reckitt Benckiser Pakistan Limited
(Formerly Reckitt & Colman of Pakistan Ltd)
Annual Report 2000
CONTENTS
Notice of Meeting
Review of the Year
Comparison of Results
Report of the Directors
Auditors' Report to the Members
Profit and Loss Account
Balance Sheet
Statement of Changes in Equity
Cash Flow Statement
Notes to the Accounts
Pattern of Shareholding
List of Products
COMPANY INFORMATION
BOARD OF DIRECTORS
K.J. Dinshaw Chairman
Sabir Sami Chief Executive
Brian Bentley (Alternate:
Nael Ahmed)
Freddy Caspers (Alternate:
S. Aslam Ali)
M. Waddington (Alternate:
Nadir A. Jamal)
Rasheed Y. Chinoy
Yusuf G. Mandviwalla
Istaqbal Mehdi (NIT)
COMPANY SECRETARY
Nadir A. Jamal
BANKERS
Citibank N.A.
Hong Kong & Shanghai Banking Corporation
Muslim Commercial Bank Ltd.
Prime Commercial Bank Ltd.
Standard Chartered Bank
Standard Chartered Grindlays Bank Ltd.
AUDITORS
A. F. Ferguson & Co.
SOLICITORS
Surridge & Beecheno
REGISTRARS
Ferguson Associates (Pvt) Ltd.
State Life Building 1-A
I.I. Chundrigar Road
P.O. Box 4716
Karachi 74000.
Tel: 2426682-6, 2426711-5
NOTICE OF MEETING
NOTICE is hereby given that the Fiftieth Annual General Meeting of the Company will be held at 9:00 a.m. on Tuesday,
May 15, 2001 at the Karachi Marriott Hotel, Abdullah Haroon Road, Karachi to transact the following business:
ORDINARY BUSINESS
1. To receive and consider the Audited Accounts for the year ended December 31, 2000 and the Reports of the
Directors and Auditors thereon.
2. To appoint auditors and to fix their remuneration.
SPECIAL BUSINESS
3. To consider and if thought fit to pass the following resolution as a Special Resolution, namely:
RESOLVED THAT the Articles of Association of the Company be altered:
(a) By substituting for the existing Article 2, the following new Article as Article 2 (inclusive of its
marginal note), namely:
Company name 2. The name of the Company shall remain Reckitt Benckiser Pakistan Limited so
long as the Company shall be licensed by Reckitt Benckiser AG, Switzerland,
to use the names "Reckitt", "Benckiser" or "Reckitt Benckiser".
At the request in writing of Reckitt Benckiser AG, Switzerland, the Company shall
change its name so as to substitute for the words "Reckitt Benckiser" some other
word or words not capable of being confused therewith. After receipt of such a
request from Reckitt Benckiser AG, Switzerland, the Directors of the Company
shall forthwith convene an Extraordinary General Meeting of the Company to pass
the requisite special resolution and shall also take steps to obtain the requisite
Government approval. With respect to such Extraordinary General Meeting the
shareholders of the Company undertake to be present in person or by proxy and to
vote for the change of name of the Company.
Any person acquiring shares in the Company after the date of adoption of this Article
shall be deemed to acquire the same on the basis that he will be bound by the
foregoing undertaking.
(b) By substituting for the existing Article 75, the following new Article as Article 75 (inclusive of its
marginal note), namely:
Directors' 75. The remuneration of a Director (other than the paid Managing Director / Chief
remuneration Executive and full time working Directors) for attending meetings of the Board of
Directors shall be such as may be determined by the Directors from time to time and
subject thereto a Director shall receive such remuneration for his services as may
from time to time be determined by the Board of Directors provided that the aggregate
of the annual remuneration paid to the Directors shall be determined by the Company
in General Meeting. Directors, when out of Pakistan, shall not be entitled to receive
any fee. The Directors may allow and pay to any Director who for the time being is
resident out of the place at which any meeting of the Directors may be held and who
shall come to that place for the purpose of attending such meeting such sum as the
Directors may consider fair and reasonable for his expenses and loss of time in
connection with his attending at the meeting in addition to his remuneration as above
specified.
(c) By substituting in Articles 7, 9, 121 and 122, for the words "Corporate Law Authority" 'the words
"Securities and Exchange Commission of Pakistan".
A statement under Section 160(1)(b) of the Companies Ordinance, 1984 setting forth all material facts concerning
the Resolution contained in item 3 of the Notice which will be considered for adoption at the Meeting is annexed
to this Notice of Meeting being sent to Members.
BY ORDER OF THE BOARD
March 16, 2001 NADIR A. JAMAL
Karachi COMPANY SECRETARY
NOTES:
1. The Share Transfer Books of the Company will remain closed from May 8, 2001 to May 15, 2001, both days
inclusive.
2. A Member entitled to attend the Annual General Meeting is entitled to appoint a proxy to attend and vote
instead of him/her. No person shall act as a proxy (except for a corporation) unless he/she is entitled to be
present and vote in his/her own right. The completed proxy form must be received at the Registered Office of
the Company not less than 48 hours before the Meeting.
3. Since the shares of the Company are now being maintained as "book entry security" on the Central Depository
System (CDS) of the Central Depository Company of Pakistan Limited (CDC), the beneficial owners of the
shares registered in the name of CDC are advised to follow the Guidelines for attending General Meetings and
appointment of Proxies as given in Circular No. I of 2000 of the Securities & Exchange Commission of
Pakistan, Islamabad. A copy of the said Circular is being sent to each of the beneficial owners of shares in CDC
together with this Notice.
4. Members are requested to promptly communicate to the Company any change in their addresses.
Statement under section 160(l)(b) of the Companies Ordinance, 1984
This statement sets out the material facts concerning the Special Business to be transacted at the Fiftieth Annual General
Meeting of Reckitt Benckiser Pakistan Limited (Formerly Reckitt & Colman of Pakistan Limited) to be held at the
Karachi Marriott Hotel on Tuesday, May 15, 2001 at 9:00 a.m..
Item No. 3 of the Agenda: Alterations to the Articles of Association of the Company
The Board of Directors has recommended that the Company's Articles of Association be altered in the manner set forth
in the special resolution proposed at item 3 of the Notice convening the Annual General Meeting. Alterations have been
proposed in Article 2 to reflect correctly the name of the licensor permitting the Company to adopt and use the new
corporate name "Reckitt Benckiser Pakistan Limited". The alteration also proposes to authorise the Directors to determine
the remuneration payable to a Director (other than the paid Managing Director / Chief Executive and full time working
Directors) for attending meetings of the Board of Directors. The other alterations proposed to be made reflect the
dissolution of the Corporate Law Authority and its substitution by the Securities and Exchange Commission of Pakistan.
The resolution required for the above purpose is set forth in the Notice convening the Annual General Meeting and that
resolution will be proposed and passed as a Special Resolution.
REVIEW OF THE YEAR
Trading Performance
After the normalisation of distributor and trade stock levels in the previous year, Sales for the year under report at
Rs. 2,081 M are almost back on track. This reflects a 17.3% increase over 1999. Apart from a significant increase in the
Marketing spend (Rs. 237.8 M against Rs. 169.5 M in the previous year) a number of measures were taken to improve
the top line, including price reductions in certain Household products. Despite these efforts, we are still short by 7.4% of
the peak number (Rs. 2,247 M) delivered in 1998. The factors impeding strong growth in sales have been enumerated
before, but are worth recalling - intense competition in certain products, a sluggish domestic economy, smuggling,
under-invoicing in imports, counterfeit products both locally made and, surprisingly, imported as well.
Gross Profit at Rs. 561.4 M is an 87.3% improvement over the last year. The GP ratio to Sales too improved significantly-
27.0 % as against 16.9 % in 1999. This was largely the result of restructuring and rightsizing the manufacturing operations,
and the continuing cost saving initiatives relating to inputs of materials which started in 1999. This and the long awaited
price increase allowed on most of our pharma products by the Government in mid 2000 has brought our GP ratio to
almost the 1998 level (28.6%).
The Company has contracted out the manufacture of some of the Company's Ethical pharma products. These were
previously being made at C-36, S.I.T.E. Karachi factory which has now been closed.
In order to drive business growth, the Company has begun to give greater focus to improving the quality of its Selling
and Distribution functions, and to the performance and terms of its country-wide distributor network. This results in a
high proportion of turnover amongst the field force and, wherever necessary, in the distributors too. There is a cost
attached to this; however, the benefits therefrom should accrue in the years to come.
Another area of enhanced focus has been on minimising the level of net working capital. Efforts in this direction have
been most fruitful and the cash position has improved significantly, thereby not only generating handsome savings in
Financial Expenses but also resulting in a marked increase in Other Income. The improved Gross Profit combined with
lower Financial Costs, higher Other Income, offset by higher Selling/Marketing and Administrative Expenses resulted in
a Profit before Tax of Rs. 19.2 M, compared with a Loss of Rs. 212.7 M in 1999. In view of the negligible profit and
accumulated losses, the Board does not recommend payment of dividend.
In 1999 the Company had obtained a stay from the High Court of Sindh against a government directive requiring the
Company to reduce the prices of some of its decontrolled drugs. Subsequently an out-of-Court settlement was arrived
between the parties on a mutually acceptable basis.
The issue of Sales Tax on Dettol antiseptic liquid pertaining to prior periods is pending in various forums. Arising
therefrom, demands were raised during the year by the Sales Tax Department. The Company filed a suit and the Honourable
High Court of Sindh granted a temporary stay in favour of the Company, which is still continuing. The Company is
confident that the eventual outcome will be in its favour.
Name Change
As a result of an international merger at the level of the principal shareholder, the name of the Company was changed
from Reckitt & Colman of Pakistan Ltd. to Reckitt Benckiser Pakistan Ltd. The Chief Executive Officer of Reckitt
Benckiser plc is from Ex-Benckiser N.V. and so are the big majority of the senior executives at regional and central
level.
Prospects and Development
The Company has managed to come into profitability, albeit marginally, after suffering a big loss in 1999. The present
thrust involves heavy investment behind core brands; maximising distribution coverage; developing a highly capable,
motivated and achievement-oriented team; a growing proportion of compensation to management to be linked to
achievement of targets. The objective is to grow the business for the purpose of creating shareholder value.
Chief Executive
During the year the Government of Pakistan requested the principal shareholder of the Company to arrange the release
of the then Chief Executive of Reckitt's Pakistan, Mr. Tariq Ikram, so that he could be appointed as Chairman, Export
Promotion Bureau, and Minister of State. The Company, as a 'good corporate citizen' acceded to this request. Mr. Ikram
has served the Company for over thirty years, the last seventeen of which were as the Chief Executive. Reckitt's has
grown manifold and been a very successful business under his leadership for which we are all most appreciative.
Directors
During the year Mr. Freddy Caspers was appointed director in place of Mr. M.F. Turrell who had earlier resigned. Sayed
Muzafar Ali Shah, nominee of National Investment Trust Ltd. resigned in November 2000 and was replaced by Mr.
lstaqbal Mehdi. The Board acknowledges the valuable services of the outgoing directors and welcomes the incoming
directors.
K.J. DINSHAW SABIR SAMI
March 16, 2001 Chairman Chief Executive
COMPARISON OF RESULTS
1994 1995 *1996 1997 1998 1999 2000
(Rupees'000)
EARNINGS & DISTRIBUTION (RECKITT BENCKISER PAKISTAN LTD.)
Sales 792,200 922,447 1,534,110 1,987,051 2,247,447 1,773,884 2,081,014
Profit / (Loss) before tax 123,104 157,839 199,416 253,555 199,834 (212,769) 19,215
Taxes 46,594 52,556 1,454 55,828 87,068 2,906 7,007
Net earnings / (loss) 76,510 105,283 197,962 197,727 112,766 (215,675) 12,208
Dividend 45,172 59,288 112,205 112,205 83,352 -- --
Increase / (Decrease) in reserves 31,338 45,995 85,757 85,522 29,414 (215,675) 12,208
Bonus shares issued 23,527 28,232 49,368 -- -- -- --
EARNINGS & DISTRIBUTION (RECKITT & COLMAN PHARMACEUTICALS (PVT.) LTD.)
Sales 373,284 417,200
Profit before tax 105,698 110,756
Taxes 47,864 22,025
Net earnings 57,834 88,731
Dividend 17,113 20,964
Increase / (Decrease) in reserves 40,721 67,767
Bonus shares issued 7,130 17,114
FINANCIAL POSITION (RECKITT BENCKISER PAKISTAN LTD.)
Share Capital 141,162 169,394 320,587 320,587 320,587 320,587 320,587
Capital & revenue reserves 121,907 137,128 282,633 368,155 397,569 181,894 194,102
------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------
Shareholders equity 263,069 306,522 603,220 688,742 718,156 502,481 514,689
Surplus on revaluation 671 671 1408 1,408 1,408 1,408 1,408
Long term loans and
deferred liabilities/tax 27,438 33,421 54,787 64,136 84,156 59,568 27,987
------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------
Total capital employed 291,178 340,614 659,415 754,286 803,720 563,457 544,084
========== ========== ========== ========== ========== ========== ==========
Represented by:
Fixed assets 128,083 151,738 327,147 345,796 354,541 318,981 296,545
Long term loans/deposits
& deferred cost  4,779 3,964 39,798 34,515 30,385 22,875 13,018
Net current assets 158,316 184,912 292,470 373,975 418,794 221,601 234,521
------------------ ------------------ ------------------ ------------------ ------------------ ------------------ ------------------
291,178 340,614 659,415 754,286 803,720 563,457 544,084
========== ========== ========== ========== ========== ========== ==========
STATISTICS (RECKITT BENCKISER PAKISTAN LTD.)
Net earnings / (loss) per share (Rs.) 5.42 6.22 6.17 6.17 3.52 (6.72) 0.38
Dividend declared per share (Rs.) 3.20 3.50 3.50 3.50 2.60 -- --
Bonus issue 2:10 3:20 -- -- -- -- --
Break up value per share (Rs.) 18.64 18.10 18.82 21.48 22.40 15.67 16.05
* COMBINED RESULTS INCLUDING THE FORMER RECKITT & COLMAN
PHARMACEUTICALS (PVT.) LTD.
REPORT OF THE DIRECTORS
The Directors submit their Report together with the audited Statement of Accounts for the year ended December 31,
2000.
Business Review
The annexed Review deals with the year's activities and the Directors of the Company endorse the contents thereof.
Financial Results
The results for the year are as follows:
Rupees '000
Net profit for the year before taxation 19,215
Provision for taxation (7,007)
------------------
Profit after taxation 12,208
Accumulated loss from previous year (215,406)
------------------
Accumulated loss carried forward to next year (203,198)
==========
Earnings per share
The "earnings per share" numbers are provided at page 9 and 19.
Pattern of Shareholding
The pattern of shareholding is provided at page 34. The Company's holding company is Reckitt Benckiser plc, (formerly
Reckitt & Colman plc) which is incorporated in the U.K.
Directors
Directors were last elected for a period of three years at the Annual General Meeting held on April 29, 1999.
Auditors
The Company's auditors Messrs A. F. Ferguson & Co., retire and offer themselves for re-appointment.
BY ORDER OF THE BOARD
SABIR SAMI
March 16, 2001 Chief Executive
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Reckitt Benckiser Pakistan Limited (Formerly Reckitt & Colman of
Pakistan Limited) as at December 31, 2000 and the related profit and loss account, cash flow statement and statement
of changes in equity together with the notes forming part thereof, for the year then ended and we state that we have
obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the
purposes of our audit.
It is the responsibility of the company's management to establish and maintain a system of internal control, and prepare
and present the above said statements in conformity with the approved accounting standards and the requirements of the
Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require
that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of
any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by
management, as well as, evaluating the overall presentation of the above said statements. We believe that our audit
provides a reasonable basis for our opinion and, after due verification, we report that:
(a) in our opinion, proper books of accounts have been kept by the company as required by the Companies
Ordinance, 1984;
(b) in our opinion:
(i) the balance sheet and profit and loss account together with the notes thereon have been drawn up in
conformity with the Companies Ordinance, 1984, and are in agreement with the books of account and
are further in accordance with accounting policies consistently applied;
(ii) the expenditure incurred during the year was for the purpose of the company's business; and
(iii) the business conducted, investments made and the expenditure incurred during the year were in
accordance with the objects of the company;
(c) in our opinion and to the best of our information and according to the explanations given to us, the balance
sheet, profit and loss account, cash flow statement and statement of changes in equity together with the notes
forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the
information required by the Companies Ordinance, 1984, in the manner so required and respectively give a true
and fair view of the state of the company's affairs as at December 31,2000 and of the profit, its cash flows and
changes in equity for the year then ended; and
(d) in our opinion no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980).
A. F. Ferguson & Co.
Karachi: March 20, 2001 Chartered Accountants
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2000
Note 2000 1999
(Rupees in thousand)
Sales 3 2,081,014 1,773,884
Cost of sales 3 (1,519,599) (1,474,116)
------------------ ------------------
561,415 299,768
Selling and administrative expenses 3 (547,169) (470,081)
------------------ ------------------
Operating profit / (loss) 14,246 (170,313)
Other income 6 23,581 6,801
------------------ ------------------
37,827 (163,512)
Financial expenses 7 (3,093) (34,857)
Other charges 8 (15,519) (14,400)
------------------ ------------------
(18,612) (49,257)
------------------ ------------------
Profit/(Loss) before taxation 19,215 (212,769)
Taxation 9 (7,007) (2,906)
------------------ ------------------
Profit / (Loss) after taxation 12,208 (215,675)
(Accumulated loss) / Unappropriated profit brought forward (215,406) 269
------------------ ------------------
Accumulated loss carried forward (203,198) (215,406)
========== ==========
Basic earnings / (loss) per share 10 Rs. 0.38 Rs. (6.72)
========== ==========
The annexed notes form an integral part of these accounts.
SABIR SAMI RASHEED Y. CHINOY
Chief Executive Director
BALANCE SHEET AS AT DECEMBER 31, 2000
Note 2000 1999
(Rupees in thousand)
SHARE CAPITAL AND RESERVES
Share capital
Authorised
50,000,000 ordinary shares of Rs. 10 each 500,000 500,000