Annual Report 2017 PDF
Annual Report 2017 PDF
Annual Report 2017 PDF
2017
60
YEARS OF
DEDICATION
With a historic identity and solid leadership, Packages Limited has been instrumental in shaping the business land-
scape of Pakistan, and stands today as a hallmark of success within the business sphere. This remarkable prosperity is
due in no small part to the outstanding dedication at the heart of the Company that has, through its collective foresight
and knowledge, guided the Company over the years to achieve remarkable results. For this year’s report, we honor
those visionaries whose leadership and hard work has been the cornerstone for the Company’s effective administration
and success.
CO
3 Company Profile
7 Organogram
8 Company Information
9 Management Team
NT
10 Nature of Business
12 Board of Directors
14 Management Committees
17 Vision
EN
17 Mission Statement
19 Entity Rating
20 Policies
21 Core Values
22 Code of Conduct
TS
24 Decade at a Glance
26 Horizontal and Vertical Analysis
30 Value Added and its Distribution
31 Sources and Application of Funds
32 Corporate Social Responsibility
36 Corporate Calendar
38 Notice of Annual General Meeting
43
44 Chairman’s Review Report
45 Directors’ Report to the Shareholders
55
57 Shareholders’ Information
64 Statement of Compliance with the
Code of Corporate Governance
66 Review Report on Statement of Compliance with
Best Practices of Code of Corporate Governance
68 Auditors’ Report to the Members
69 Financial Statements
132 Directors’ Report on the Consolidated
Financial Statements
134
135 Auditors’ Report to the Members on the
Consolidated Financial Statements
136 Consolidated Financial Statements
219 Video Conference Facility
221
223 Electronic Transmission Consent
225
227 Form of Proxy
229
231 Electronic Credit Mandate Form ANNUAL
REPORT
232 2017
1
As an entrepreneur and industrialist, Syed Wajid Ali set up and managed a number
of industrial ventures. He remained Chairman of some of the largest enterprises in
Pakistan, including Packages Limited, Treet Corporation, Zulfeqar Industries, Loads
Limited and Wazir Ali Industries. He was involved in all aspects of the development
and growth of Packages Limited, which has thrived to become a trendsetter for the
local industry.
His dedication to sports has been exemplary. He remained the President of Pakistan
Olympic Association for more than 25 years. He also remained the member of
International Olympic Committee (IOC) Executive Board, member of Information and
Culture Commission of IOC and member and Vice Chairman of Coordination and
Supervising committee for IOC.
SYED
WAJID
ALI
2
COMPANY
PROFILE
HISTORICAL OVERVIEW
Packages Limited is Pakistan’s leading packaging solution provider. Our job is to deliver high quality packaging in the
most efficient, profitable and sustainable way. We are primarily a “business to business” company and our customer base
includes some of the world’s best-known branded consumer products companies across industries.
We are also a leading manufacturer of tissue paper products. Our leadership position in tissue products is a result of our
ability to offer products manufactured under highest standards of hygiene and quality to meet the household and cleanliness
needs of our consumers. We provide a complete range of tissue paper products that are convenient, quick and easy to use.
Packages Limited was established in 1957 as a joint venture between During the same year, the Company initiated the capacity expansion of its
the Ali Group of Pakistan and Akerlund & Rausing of Sweden, to convert Paper and Board Mill to 65,000 tons per year and conversion capacity to
paper and paperboard into packaging for consumer industry. Over the 56,000 tons per year. At the same time, the Company also upgraded the
years, Packages has continued to enhance its facilities to meet the quality of Packages’ products and substantially improved pollution control
growing demand of packaging products. to meet the World Bank environmental guidelines. The said expansion was
completed in 1998 at a cost of PKR 2.7 billion.
In1968 , with IFC participation, Packages integrated upstream by
establishing a Pulp and Paper Mill with a capacity of 24,000 tons per year In1996 , Packages entered into a joint venture agreement with
based on waste paper and agricultural by-products i.e. wheat straw and Printcare (Ceylon) Limited for the production of flexible packaging
river grass. With growing demand, the capacity was increased periodically materials in Sri Lanka. The project, Packages Lanka (Private) Limited, in
and in January 2003, total capacity was nearly 100,000 tons per year. which Packages Limited has 79.07% ownership, commenced production
in 1998.
In1982 , Packages modified a paper machine to produce tissue
paper in response to growing awareness and demand for hygienic and During 1999-2000 , Packages successfully completed the
disposable tissues. The “Rose Petal” brand name was launched with facial expansion of the flexible packaging line by installing a new rotogravure
tissues and was later expanded to include toilet paper, kitchen roll and printing machine and enhancing the carton line by putting up a new
table napkins. Lemanic rotogravure inline printing and cutting creasing machine. In
addition, a new 8-color Flexographic printing machine was also installed
In1986 , the Company established a flexible packaging unit to cater to in the flexible packaging line in 2001.
the increasing demand from consumers for sophisticated packaging used
primarily in the food industry. Packages commenced production of corrugated boxes from its plant in
Karachi in 2002.
In1993 , a joint venture agreement was signed with Mitsubishi
Corporation of Japan for the manufacture of Polypropylene films at In2005 , the Company embarked upon its Paper & Board expansion
the Industrial Estate in Hattar, Khyber Pakhtunkhwa. This project, Tri- plan at a new site ‘Bulleh Shah Paper Mills’ (currently Bulleh Shah
Pack Films Limited, commenced production in June 1995 with equity Packaging (Private) Limited), almost tripling its capacity from 100,000
participation by Packages Limited, Mitsubishi Corporation, Al-Tawfeek tons per annum to 300,000 tons per annum. Capacity expansion at
Company for Investment Funds, Saudi Arabia and general public. Bulleh Shah Paper Mills was completed in two phases. In the first phase,
Packages Limited owns 33.33% of Tri Pack Films Limited’s equity. Brown Board Machine (PM-6) along-with high yield straw pulping & OCC
plants and its back processes such as 11 MW Power House, Gas Turbine
1994
In July, , Coates Lorilleux Pakistan Limited (currently DIC Pakistan and Primary Effluent Treatment Plant were installed and commercial
Limited), in which Packages Limited has 54.98% ownership, commenced operations were commenced during the year 2007. Second phase ANNUAL
production and sale of printing inks. REPORT
2017
3
PACKAGES LIMITED
DIC Pakistan Bulleh Shah Packages Packages Anemone Packages Omya IGI Holdings Tri-Pack Films
Limited Packaging Construction Lanka Holdings Power Pack Limited Limited
54.98% (Private) (Private) (Private) Limited (Private) (Private) 10.46% 33.33%
Limited Limited Limited 100% Limited Limited
100% 75.16% 79.07% 100% 50%
comprising of Writing and Printing Paper Machine (PM-7), De-inking wholly owned subsidiary, Bulleh Shah Packaging (Private) Limited. The
Pulp Plant, 41MW Power House, Steam Turbine and Secondary Effluent Joint Venture included Paper & Paperboard and Corrugated business
Treatment Plant was completed in the year 2009. operations at Kasur and Karachi. The Joint Venture Agreement with
Stora Enso OYJ Group, signed in 2012, was implemented in 2013 and
In2008 , the Company embarked upon capacity expansion in its tissue Packages completed the transfer of assets and related obligations of
division through installation of a new tissue paper manufacturing machine Paper & Paperboard and Corrugated business operations to Bulleh Shah
(PM-9) with production capacity of 33,000 tons per annum. Packaging (Private) Limited along with cash equity injection for a 65%
stake.
During 2011 , a lamination machine was installed in the flexible
department at a cost of PKR 96 million. This was Pakistan’s first high During 2014 , the Company invested in an Offset Printing Line in
speed solvent-less automatic lamination machine. It has turret winders continuation of its efforts to remain abreast of improved technological
for automatic reel and a capacity of 450 meters per minute. The rebuild developments in the Packaging business. The Offset Printing Line
project of Paper Machine (PM-6), installed at Bulleh Shah Paper Mills, was commenced its commercial operations during the first quarter of 2014
completed in the second quarter of 2011 leading to capacity expansion of and had made available additional capacity to meet growing customer
30,000 tons. The machine started commercial operations with enhanced demands in the Folding Carton business. In May 2014, as part of its asset
capability of producing high value added liquid packaging and bleached and income diversification strategy, the Company initiated development
board. Moreover, the Corrugator Machine in Kasur Plant was upgraded in of a high quality retail mall at its Lahore land through its subsidiary,
2011 to improve efficiency, reliability, enhance capacity and reduce waste. Packages Construction (Private) Limited. The Company currently holds
This upgrade activity resulted in increased capacity of 14%. 75.16% equity in Packages Construction (Private) Limited.
In2012 , the Company invested in a rotogravure machine for its In2015 , as a part of its continuing efforts towards technological
Flexible Packaging business with a total estimated project cost of upgradation, the Company invested in a new toilet roll line to cater to the
PKR 326 million as part of the Company’s efforts to remain abreast of growing demand. A new brand by the name of “Maxob” produced on this
improved technological developments in the Packaging business. In machine was launched. In line with strategy to diversify and enter into
the same year, to enable continuous growth and technical development new high growth markets, in June 2015, the company
in the Paper & Paperboard segment, Packages signed a 50/50 Joint
Venture agreement with Stora Enso OYJ Group of Finland in its 100%
4
Year
ANNUAL
REPORT
2017
5
As an entrepreneur and visionary, Syed Babar Ali envisioned and set up Packages He promoted the cause of the World Wide Fund for Nature (earlier World Wildlife
Limited, Milkpak Limited–now Nestlé Pakistan Limited, Tetra Pak Pakistan Limited, Fund) where he served in various capacities, both in Pakistan and internationally,
IGI Insurance Company Limited, Tri-Pack Films Limited and IGI Investment Bank. from 1972 to 1996. He was International President of WWF from 1996 to 1999
He is Chairman of Sanofi-Aventis Pakistan Limited, IGI Insurance Limited, Tetra Pak succeeding HRH Prince Philip, the Duke of Edinburgh. He is now Vice President
Pakistan Limited,Tri-Pack Films Limited and Coca-Cola Beverages Pakistan Limited. Emeritus, WWF International, and President Emeritus WWF-Pakistan.
He believes in the joint venture philosophy and most of his businesses are joint
ventures with major multinationals. Being a philanthropic, he set up Babar Ali Foundation in 1985. He is also a member
of Layton Rehmatullah Benevolent Trust, Karachi and Shalamar Hospital, Lahore.
As an educationist, he led the establishment of the Lahore University of of
Management Sciences (LUMS) in 1985 of which he is the first Pro-Chancellor. He received honors and awards from the Government of Sweden, the
LUMS is Pakistan’s premier management education institution. In 1992, he founded Netherlands, an OBE from Britain (1997), and was awarded an Honorary Doctorate
Ali Institute of Education for training of primary and secondary school teachers. He is Degree of Laws from McGill University, Montreal, Canada (1997).
a member of the Board of the following important educational institutions of Lahore:
Aitchison College, LUMS and Lahore School of Economics. He is also a Founding
Member of the South Asia Initiative of Harvard University and the Co-Chair of South
Asia Centre for Policy Studies currently based in Nepal. He served as Pakistan’s
Minister of Finance, Economic Affairs & Planning in 1993.
SYED
BABAR
ALI
6
ORGANOGRAM
BOARD OF
DIRECTORS
AUDIT
COMMITTEE
INDUSTRIAL
RELATIONS
MANUFACTURING
EXCELLENCE
SECURITY
ANNUAL
REPORT
2017
7
COMPANY
INFORMATION
BOARD OF DIRECTORS AUDITORS OFFICES
Towfiq Habib Chinoy A.F. Ferguson & Co. Registered Office & Regional Sales office
Chartered Accountants
Chairman
Non-Executive Director 4th Floor, The Forum
Syed Hyder Ali LEGAL ADVISORS Suite No. 416 - 422, G-20, Block 9
Chief Executive & Managing Director
Khayaban-e-Jami, Clifton
Executive Director Hassan & Hassan - Lahore Karachi - 75600, Pakistan
Orr, Dignam & Co. – Karachi PABX :(021) 35874047-49
Asghar Abbas
Executive Director
:(021) 35378650-51
:(021) 35831618,
Imran Khalid Niazi SHARES REGISTRAR
35833011, 35831664
Non-Executive Director FAMCO Associates (Pvt.) Ltd Fax :(021) 35860251
8-F, Next to Hotel Faran
Josef Meinrad Mueller
Nursery, Block 6, P.E.C.H.S.
Non-Executive Director
Shahrah-e-Faisal REGIONAL SALES OFFICE
Muhammad Aurangzeb Karachi-75400
PABX : (021) 34380101-5 2nd Floor, G.D. Arcade
Independent Director
(021 34384621-3 73-E, Fazal-ul-Haq Road, Blue Area
Shamim Ahmad Khan Fax : (021) 34380106 Islamabad - 44000, Pakistan
Non-Executive Director Email : info.shares@famco.com.pk PABX :(051) 2348307-9
:(051) 2806267
Syed Aslam Mehdi
Fax :(051) 2348310
Non-Executive Director BANKERS & LENDERS
Syed Shahid Ali Allied Bank Limited
Non-Executive Director Askari Bank Limited ZONAL SALES OFFICES
Bank Alfalah Limited C-2, Hassan Arcade Nusrat Road
Tariq Iqbal Khan Bank Al-Habib Limited Multan Cantt. - 60000, Pakistan
Non-Executive Director Deutsche Bank A.G. Tel. & Fax :(061) 4504553
Dubai Islamic Bank Pakistan Limited
ADVISOR Habib Bank Limited 2nd Floor Sitara Tower
Habib Metropolitan Bank Limited
Syed Babar Ali Bilal chowk, Civil Lines
International Finance Corporation (IFC)
JS Bank Limited Faisalabad - Pakistan
MCB Bank Limited Tel :(041) 2602415
CHIEF FINANCIAL OFFICER Meezan Bank Limited Fax :(041) 2629415
Khurram Raza Bakhtayari Samba Bank Limited
Soneri Bank Limited
Standard Chartered Bank (Pakistan) WEB PRESENCE
COMPANY SECRETARY Limited www.packages.com.pk
The Bank of Punjab
Adi J. Cawasji The Bank of Tokyo - Mitsubishi UFJ,
Limited
United Bank Limited
RATING AGENCY
PACRA HEAD OFFICE & WORKS
SHAHRAH-E-ROOMI
COMPANY CREDIT RATING P.O. Amer Sidhu
Lahore - 54760, Pakistan
Long-Term : AA
PABX : (042) 35811541-46
Short-Term : A1+
Fax : 042) 35811195
8
MANAGEMENT
TEAM
From Left to Right (Sitting) From Left to Right (Standing)
Khurram Raza Bakhtayari Samad Goraya
Chief Financial Officer Head of Engineering
ANNUAL
REPORT
2017
9
NATURE OF
BUSINESS
PACKAGING DIVISION solution by providing high quality detailed graphics in Flexographic and
Rotogravure printing. Flexible Packaging business also provides lamination
Packages provides multi-dimensional and multi product packaging for plastic films, aluminium foil, paper, multi-layer blown film extrusion for
solutions to its clients that are involved in manufacturing consumer high speed technology in multi-lane slitting, standalone spout inserted
products across industries. bags, poly-bags, zipper-bags, sleeves and ice cream-cones. As part of
environmental friendly organization, Flexible Packaging business unit is
The Packaging Division comprises of two business units based on also working on 4 R’s of Packaging i.e. Reduce, Re-use, Recycle and
packaging material categories: Recover.
1. Folding Cartons Market Segment – Flexible packaging business unit not only provides
2. Flexible Packaging cost effective and perfect packaging solutions to our valuable customers
but also offers them strong technical support on products. We have great
in-house R&D facilities which help us in keeping ourselves updated to
FOLDING CARTONS aggressive market needs. The Flexible Packaging business caters to
With decades of experience in providing reliable service and quality, a wide range of customers across industries including food, soaps &
Folding Cartons business provides a wide range of carton board detergents, pharmaceuticals, pesticides and personal & home care.
packaging products to various industry segments.
Folding Cartons business is equipped with state of the art machinery and
a dedicated and qualified workforce that is supported by strong value
CONSUMER PRODUCTS DIVISION
chain. These factors contribute in providing high volumes and consistent Packages started commercial production of tissue and other consumer
quality at a competitive price for our esteemed customers. products in 1982 at the Lahore Plant. We currently provide a complete
range of tissue and personal hygiene products that are convenient,
Market Segment – As the consumer industry in Pakistan matures, quick and easy to use; ranging from facial tissues to tissue rolls, table
competition in the market has increased and the market has a greater napkins, pocket packs, kitchen towels, party packs, paper plates and
focus on product differentiation through branding. In the first instance, cups. We understand that tissue and allied products are seen as a luxury
this is carried out through attractive and unique packaging which is item without the requisite attention being paid to the hygiene element.
driving demand for our products. Our team understands well the needs Packages has always attempted to develop the market for this business
of the market and thus development work and packing modifications are segment through education of the population on the hygiene associated
undertaken correspondingly. Folding Cartons business works to deliver the with the use of the products.
best carton board products that result in high value-added packaging for
industries like: Product development has always been our focus based on the demands
and needs of our consumers. Great effort is put into producing improved
• Pharmaceutical and innovative products to make life hygienic and comfortable for our
• Tobacco consumers.
• Personal care
BRANDS
• Confectionery
Key brands of Consumer Products Division are:
• Home care products
• Rose Petal
• Food (including frozen)
• Tulip
• Maxob
FLEXIBLE PACKAGING
• Double Horse
To accommodate increasing demand for sophisticated packaging,
Packages established a Flexible Packaging business unit in 1986 at its • Zzoop
Lahore Plant. Flexible Packaging business provides a one stop packaging
10
CERTIFICATIONS PRE-PRESS DEPARTMENT
Pre-Press is the nerve center of Packages Limited where concepts and
The disciplined, motivated and hardworking team of Packages Limited ideas are developed and woven with marketing strategies of customers to
has never compromised on the standards of work environment. This attract the end users of the products produced by customers.
positive professional attitude has helped the business divisions to acquire
numerous certifications including: The department has been revolutionized over the last two decades and
now follows the design process completely in soft form; images and texts
• Food Safety System Certification-ISO 22000: 2005 + PASS are simultaneously directed from computers to:
223
• ISO 14001: 2015 • Image setters;
• OHSAS 18001: 2007 • Plate making devices (CDI, Digital System for Flexo); and
• ISO 9001 & FSC CoC • Digital engraving machines
• HALAL (S.A.N.H.A) / HALAL Packaging Management System
In the Art and Camera Department, the Company has high-tech computer
• British Retail Consortium Grade “A”
systems where digital files are produced instead of photographic
• Green Office Diploma negatives. For achieving high quality in all of printing methods (Roto, Flexo
and Offset), Pre-Press department is equipped with the latest technology
Packaging Division is also certified for URSA (Unilever Responsible in cylinder, photo polymer and plate making equipment which provides
Sourcing Audit). The Company is aiming for implementation of Total support to various production departments.
Productive Maintenance (TPM) to achieve zero downtimes, defects and
accidents. Pre-Press converts the packaging design according to the technical
requirements on any printing technique like Gravure, Flexography and
Offset without compromising the creative integrity of designs.
SERVICE DEPARTMENTS
Packages believes that its entire operations have to be in line with the RESEARCH AND DEVELOPMENT (R&D)
needs of the customers. Our operations are supported by excellent service Research & Development continues to be one of Packages unique selling
departments who consistently strive to deliver what the customers need points. As the consumer industry focuses on cost control, limiting carbon
on timely basis. footprint and an overall mindset of “more with less”, innovation is the
name of the game.
CUSTOMER SERVICES DEPARTMENT (CSD) The Research and Development department at Packages is tirelessly
Our Customer Services Department (CSD) constantly monitors production working to understand consumer needs and providing innovations on both
and supply chain to ensure on-time delivery to the customer, to ensure design and structure based on global trends. The department also plays a
that the right quality product reaches the customer at the right time. CSD key role in supporting the customers in their cost control initiatives as we
also performs core liaison function to arrange development activities as see the growth of our customers business as our success.
well as technical support and after sales support to customers. Customer
complaints are followed by proper feedback and management reporting
so that customers are always given the due attention they require.
ANNUAL
REPORT
2017
11
BOARD OF
DIRECTORS
MR. TOWFIQ HABIB CHINOY SYED HYDER ALI MR. ASGHAR ABBAS MR. IMRAN KHALID NIAZI MR. JOSEF
MEINRAD MUELLER
Mr. Towfiq Habib Chinoy, Syed Hyder Ali joined Packages Mr. Asghar Abbas joined Mr. Imran Khalid Niazi Mr. Josef Meinrad Mueller
Non-Executive Director, Limited in July 1987 and the Company in 1998 and is associated with the is associated with the
presently holds the position
has been associated currently holds the position Company as a Non- Company as a Non-
of Managing Director of the
with the Company as Company. He has done his of Director and Head of Executive Director. He is Executive Director. He
Chairman of the Board of Masters in Sciences from Packaging Operations a seasoned leader having was born in Switzerland
Directors since 2008. He Institute of Paper Chemistry of the Company. He has provided professional, where he obtained his
also holds chairmanship and has also served as Mill been associated with technical leadership at education including MBA
Manager of Paper and Board
at the board of Jubilee the Group in various multinational companies from IMD (formerly IMEDE)
operations of the Company. He
General Insurance holds directorship in several capacities over the years across the globe. His in Lausanne where he also
Company Limited. He other companies including IGI including Managing professional journey served as an Executive-in-
holds directorship of IGI Holdings Limited (formerly Director of Packages has taken him from Residence. He has over 38
Investment Bank Limited IGI Insurance Limited), IGI Lanka (Private) Limited. He fertilizer, food, dairy years of senior international
Life Insurance Company
and Pakistan Business holds a Masters’ degree and pharmaceutical management experience
Limited, International Steels
Council. He is also the Limited, Nestle Pakistan in Business Administration multinational companies at the Nestle Group in
Chairman of the Board Limited, Packages Construction from Nanyang to Coca-Cola Company. He developed and emerging
of Governors of Indus (Private) Limited, Packages Technological University holds a Masters’ degree in markets. He is familiar
Valley School of Arts and Lanka (Private) Limited, Sanofi- (NTU), Singapore. Currently, Chemical Engineering from with Pakistan where he
Aventis Pakistan Limited,
Architecture and Trustee he also holds directorship the University of Arizona, served as Managing
Tri-Pack Films Limited, Tetra
of Mohatta Palace Gallery Pak Pakistan Limited, Bulleh of Bulleh Shah Packaging USA. Currently, he also Director of Nestle Pakistan
Trust and Habib University Shah Packaging (Private) (Private) Limited, Packages holds directorship of Bulleh Limited during 1992-
Foundation. Limited, KSB Pumps Company Lanka (Private) Limited, Shah Packaging (Private) 1995. Throughout his
Limited and Flexible Packages Anemone Holdings Limited Limited, Dynamic Textiles international career, he
Convertors (Proprietary)
and Flexible Packages (Pvt.) Ltd, Lahore, Damen (a was entrusted with several
Limited, South Africa. He is
also serving on the Board Convertors (Proprietary) Women Development NGO), senior leadership positions
of several philanthropic, Limited. Lahore and Damen Support in different countries,
educational, charitable and Program (a Microfinance including his important
business support organizations Institution), Lahore. role as CEO and Chairman
including Pakistan Centre
of Nestle in the Greater
for Philanthropy, National
Management Foundation, China Region. Following
Packages Foundation, Syed his retirement from the
Maratib Ali Religious and Nestle Group, Mr. Mueller
Charitable Trust Society continues to remain very
and Babar Ali Foundation.
active in the international
He is also board member
of Ali Institute of Education, business world as an
International Chamber of independent business
Commerce, Lahore University advisor.
of Management Sciences and
World-Wide Fund for Nature.
12
MR. MUHAMMAD MR. SHAMIM AHMAD SYED ASLAM MEHDI SYED SHAHID ALI MR. TARIQ IQBAL KHAN
AURANGZEB KHAN
Mr. Muhammad Aurangzeb Mr. Shamim Ahmad Khan Syed Aslam Mehdi, Syed Shahid Ali is currently Mr. Tariq Iqbal Khan
is an Independent is associated with the Non-Executive Director, associated with the is associated with the
Director of the Company Company as Non-Executive has a Masters degree in company as Non-Executive Company as a Non-
and has over 29 years Director. He has served Business Administration Director. He also holds Executive Director. He is
of banking experience. various government from Institute of Business directorship of several other a Fellow member of the
He is currently the CEO organisations in different Administration, Karachi companies including Treet Institute of Chartered
of Global Corporate capacities namely and has been associated Corporation Limited, Treet Accountants of Pakistan,
Bank, Asia Pacific at JP Securities and Exchange with different companies Assets (Private) Limited, with diversified experience
Morgan. He has served Commission of Pakistan of the Packages Group Treet Power Limited, of more than 41 years.
as Non-Executive Director and Ministry of Commerce. in various capacities over Loads Limited, IGI Holdings He has held leading
of RBS Berhad and He was the founder the years. He also served Limited (formerly IGI Insurance policy-making positions in
was also a member of Chairman of the Securities as the General Manager Limited), Ali Automobiles various associations and
the Risk Management, and Exchange Commission of Packages Limited Limited, First Treet institutions in the country,
Remuneration and of Pakistan. He has from September 2008 to Manufacturing Modaraba, including being a Founding
Nominating Committee, also been engaged with September 2014. Currently, Global Econo Trade (Private) Director and President of
all of which are sub- consultancy assignments he is the Managing Director Limited, Multiple Auto Parts Islamabad Stock Exchange,
committees of the Board. for Asian Development of Bulleh Shah Packaging Industries (Private) Limited, Commissioner and Acting
He has also served on Bank and other (Private) Limited and Specialized Autoparts Chairman Securities and
Boards of various business organizations. Currently, he holds directorship of DIC Industries (Private) Exchange Commission of
schools, Aga Khan holds directorship of Abbott Pakistan Limited, Packages Limited and Specialized Pakistan and Managing
Foundation and ABN AMRO Laboratories Pakistan Construction (Private) Motorcycles (Private) Director/Chairman at
Foundation. Limited, Attock Refinery Limited, Tri-Pack Films Limited. He is also actively Investment Corporation
Limited, IGI Holdings Limited Limited, Packages Lanka involved in social and of Pakistan/National
(formerly IGI Insurance (Private) Limited, Tetra cultural activities and holds Investment Trust. Currently,
Limited), IGI Life Insurance Pak Pakistan Limited and senior positions on the he holds directorship of
Company Limited and Printcare PLC, Sri Lanka. governing boards of several Attock Refinery Limited,
Karandaaz (Pvt) Limited. He He is also the member of hospitals and philanthropic International Steels Limited,
is also a member of Board the Board of Governors of organizations including Lucky Cement Limited,
of Governors of Sustainable the National Management Liaquat National Hospital. National Refinery Limited,
Development Policy Foundation and is serving Silk Bank Limited, Pakistan
Institute and is serving on on the Board of Trustees of Oilfields Limited and FFC
the Board of Trustees of Packages Foundation. Energy Limited.
Packages Foundation.
ANNUAL
REPORT
2017
13
MANAGEMENT
COMMITTEES
EXECUTIVE COMMITTEE auditors of any service to the Company in addition to audit of its financial
statements. In the absence of strong grounds to proceed otherwise, the
Syed Hyder Ali Chairman Board of Directors act in accordance with the recommendations of the
(EXECUTIVE DIRECTOR)
Audit Committee in all these matters.
Syed Aslam Mehdi Member The terms of reference of the Audit Committee also include the following:
(Non-Executive Director)
14
j) Review of the Company’s statement on internal control c) Recommending to the Board the selection, evaluation,
systems prior to endorsement by the Board of Directors and compensation (including retirements benefits) of Chief
internal audit reports; Financial Officer, Company Secretary, Head of
Human Resource, Head of Packaging Division, Head of
k) Instituting special projects, value for money studies or other
Consumer Division, Head of Engineering and Head of Internal
investigations on any matter specified by the Board of
Audit; and
Directors, in consultation with the Chief Executive Officer and
to consider remittance of any matter to the external auditors or d) Consideration and approval on recommendations of CEO on
to any other external body; such matters for key management positions who
report directly to CEO
l) Determination of compliance with relevant statutory
requirements;
m)
Monitoring compliance with the best practices of corporate
governance and identification of significant violations thereof;
SYSTEM AND TECHNOLOGY
and COMMITTEE
n) Consideration of any other issue or matter as may be assigned
by the Board of Directors Asghar Abbas Chairman
(Executive Director)
Towfiq Habib Chinoy Chairman a) Devising the I.T. strategy within the organisation to keep
(Non-Executive Director) all information systems of the Company updated in a fast
changing environment. This committee is also responsible
Josef Meinrad Mueller Member
for evaluating Enterprise Resource Planning (ERP) solutions
(Non-Executive Director)
and data archiving solutions to achieve Company’s overall goal
Imran Khalid Niazi Member towards Green Office Project;
(Non-Executive Director)
b) Reviewing and recommending information technology
Syed Hyder Ali Member proposals suggested by management;
(Executive Director)
c) Promoting awareness of all stakeholders on needs for
Mr. Tariq Iqbal Khan Member investment in technology and related research work; and
(Non-Executive Director)
d) Reviewing and assessing Company’s systems and procedures,
Mr. Nayab Baig Secretary recommending proposals on technological innovations
(Group Head of Human Resource) including plant upgradation, technology improvements etc.
with relevant cost benefit analysis
This Committee is responsible for:
a) Recommending human resource management policies to the
Board;
b) Recommending to the Board the selection, evaluation,
compensation (including retirement benefits) and succession
planning of the CEO;
ANNUAL
REPORT
2017
15
Syed Hyder Ali, graduated from University of Michigan, USA with a Bachelor of Mr. Ali serves on the Board of a number of companies like IGI Insurance Limited,
Science degree in Chemical Engineering in 1979. He completed his Master of IGI Life Insurance Company Limited, International Steels Limited, Nestle Pakistan
Science in June 1981, specializing in paper chemistry. In 1997, Mr. Ali also attended Limited, Packages Construction (Private) Limited, Packages Lanka (Private) Limited,
the program for Management Development at the Harvard Business School, Boston, Sanofi-Aventis Pakistan Limited, Tri-Pack Films Limited, Tetra Pak Pakistan Limited,
USA. Bulleh Shah Packaging (Private) Limited, KSB Pumps Company Limited and Flexible
Packages Convertors (Proprietary) Limited, South Africa.
Currently, he is the Chief Executive and Managing Director of the Company. Mr.
Ali has wide and varied professional working experience spanning over many
years in paper production, conversion and packaging. Mr. Ali has been involved in
the development and implementation of processes for the pulp and paper mill at
Packages Ltd. using wheat straw as a raw material. He is the co-author of two USA
patents for the recycling of milk and juice cartons.
SYED
HYDER
ALI
16
VISION
Position ourselves to be a regional player of quality packaging and consumer
products.
Keep investing in technology, systems and human resource to effectively meet the
challenges every new dawn brings.
MISSION
STATEMENT
To be a leader in the markets we serve by providing quality products and superior
service to our customers, while learning from their feedback to set even higher
standards for our products.
ANNUAL
REPORT
2017
17
Syed Irshad Hussain was studying civil engineering at Boston in 1947, Syed
Babar Ali met him and persuaded him to join Packages as General Manager. The
construction of factory building was his first responsibility. He ensured timely
completion of the building and supervised provision of all ancillary requirements
such as government permits and provision of utilities thus laying the basis for
the Company for future years. He continued discharging his responsibilities in a
methodical and capable manner, till he left Packages Limited to join the UN in 1973.
SYED
IRSHAD
HUSSAIN
18
ENTITY RATING OF
PACKAGES LIMITED
Long Term AA
Short Term A1+
Rated by: The Pakistan Credit Rating Agency Limited
Short Term A1+ (A One Plus) Obligations supported by the highest capacity
for timely repayment.
ANNUAL
REPORT
2017
19
POLICIES
1. Complying with all applicable laws and regulatory • Satisfying the customer needs by delivering the right
requirements; quantity at right time with desired quality.
2. Setting objectives and targets for reviewing and improving We are committed to follow the TPM principles to enhance our competitive
management systems; position in the market and hence financial position by achieving:
We shall continually improve our Quality Management System (QMS) and Through this policy, all the departments ensure that:
quality performance of all business processes.
• Existing and potential material risks that could impact the
We shall set quality objectives at all levels and allocate appropriate achievement of strategic objectives are identified,
resources to achieve them. managed or mitigated;
• Risk management methods are applied appropriately;
We shall ensure all employees are well aware of Company quality policy
• Appropriate resources & controls are allocated to risk a reas; and
and are motivated to apply it in their areas of responsibility.
• Non-controllable risks are identified, monitored, understood and
mitigated where possible
20
CORE
VALUES
All employees have the right to a stress and injury free work environment.
We ensure our employee health and safety by providing various in-house
facilities such as a gym and making sure that all staff understand and
uphold our safety policy. All our employees are permitted and encouraged
to afford time and attention to personal concerns.
OUR PEOPLE
The success of any organisation is largely dependent on the people
working for it. Each member of our team is considered equally important
and provided constant training, motivation and guidance. We possess a
dedicated staff of the highest caliber committed to making our business
a success. We ensure that every employee has the opportunity for
maximum professional development. To achieve this goal, we seek to
provide challenging work prospects for all employees. Each person is
compensated and rewarded for his or her performance and hard work on
a strict merit basis.
CONSERVATION
We expect and encourage our employees to actively participate in
Underlying everything we do and everything we believe in is a set of core community service and to take care of the environment entrusted to us as
values. These guide us to deal with every aspect of any issue we might citizens sharing the earth’s resources.
encounter in our personal and professional lives. These values help us
grow inside & outside, personally and as an organisation.
CUSTOMER SATISFACTION
GOOD GOVERNANCE We are customer-driven; we go the extra mile to make sure our clients’
expectations are met and exceeded on every issue. We partner with
We are committed to running our business successfully and efficiently, leading companies to arm ourselves with the latest technology and
providing long term benefits to our employees and shareholders, and provide customers with innovative solutions in the most cost-effective
enriching the lives of those whom we serve by fulfilling our corporate manner available.
responsibility to the best of our ability. We expect excellence from all
processes, whether they relate to policy formation and accounting
procedures or product development and customer service. ETHICAL BEHAVIOR
We make it clear that being a sincere, honest and decent human being
WORK ENVIRONMENT takes precedence over everything else. In the Packages family, there is
an all-round respect for elders, tolerance for equals and affection for
Our policies and core values are aimed towards creating an informal yet youngsters. Managers are expected to lead from the front, train junior
stimulating team-oriented work environment with a culture of sharing colleagues through delegation, resolve conflicts quickly, be visible at all
and open communication. We cherish the diversity of viewpoint of every times and act as role models for others.
individual; we realise this encourages innovation and develops character.
ANNUAL
REPORT
2017
21
CODE OF
CONDUCT
PACKAGES LIMITED HAS BUILT A and behaviors while performing their functions according to
their responsibilities, because compliance with the Code is
REPUTATION FOR CONDUCTING fundamental for the quality of their working and professional
ITS BUSINESS WITH INTEGRITY, IN performance. Relationships among employees, at all levels,
ACCORDANCE WITH HIGH STANDARDS OF must be characterised by honesty, fairness, cooperation,
loyalty and mutual respect.
ETHICAL BEHAVIOR AND IN COMPLIANCE
• The belief that one is acting in favor or to the advantage of the
WITH THE LAWS AND REGULATIONS Company can never , in any way, justify – not even in part –
THAT GOVERN OUR BUSINESS. THIS any behavior that conflict with the principles and content of the
REPUTATION IS AMONG OUR MOST Code.
VALUABLE ASSETS AND ULTIMATELY • The Code aims at guiding the “Packages team” with respect
to standards of conduct expected in areas where improper
DEPENDS UPON THE INDIVIDUAL activities could result in adverse consequences to the
ACTIONS OF EACH OF OUR EMPLOYEES Company, harm its reputation or diminish its competitive
ALL OVER THE COUNTRY. advantage.
• Every employee is expected to adhere to, and firmly inculcate
Our code of conduct (“the Code”) has been prepared to assist each of us in his / her everyday conduct, this mandatory framework; any
in our efforts to not only maintain but enhance this reputation. It provides contravention or deviation will be regarded as misconduct
guidance for business conduct in a number of areas and references to and may attract disciplinary action in accordance with the
more detailed corporate policies for further direction. Company service rules and relevant laws.
22
There are few who built the dream of Packages Limited as diligently and with such
dedication as Mr. Tariq Hamid. A role model, true leader and integral part of the
Company’s journey, his life story is inspiration for many. Tariq Hamid joined the
company as a civil engineer but progressively rose up because of his talent, hard
work and dedication eventually succeeding Syed Irshad Hussain as General Manager
in 1973. Tariq Hamid saw the Company through some of its toughest times across
all spheres ranging from Human Resource to Information Technology eventually
retiring in 1994.
TARIQ
HAMID
ANNUAL
REPORT
2017
23
DECADE AT
A GLANCE
(Rupees in Million) 2017 2016 2015
Assets Employed:
Fixed Assets at Cost 11,514 10,068 10,036
Accumulated Depreciation / Amortisation 6,190 5,665 6,055
Net Fixed Assets 5,324 4,403 3,981
Other Non-Current Assets 60,185 50,104 45,037
Current Assets 8,380 7,641 7,918
Current Liabilities 4,929 5,025 4,904
Net Current and Other Non-Current Assets 63,636 52,719 48,051
Assets of Disposal Group - - -
Net Assets Employed 68,960 57,122 52,031
Financed By:
Paid up Capital 894 894 884
Reserves 64,166 51,284 45,593
Preference Shares / Convertible stock reserve 606 606 1,310
Shareholder’s Equity 65,666 52,784 47,786
Deferred Liabilities 1,027 736 488
Long Term Finances 2,267 3,602 3,757
Total Non-Current Liabilities 3,294 4,338 4,245
Liabilities of Disposal Group - - -
Total Funds Invested 68,960 57,122 52,031
Key Ratios:
Profitability
Gross Profit Ratio (%) 20.63 21.49 20.98
Profit Before Tax (%) 39.53 41.34 23.73
EBITDA Margin to Sales (%) 12.58 14.41 15.58
Total Assets Turnover Ratio 0.25 0.27 0.28
Fixed Assets Turnover Ratio 4.12 3.92 4.27
Liquidity
Current Ratio 1.70 1.52 1.61
Quick Ratio 1.20 1.07 1.15
Gearing
Debt : Equity Ratio 5:95 7:93 8:92
Return on Equity (%) 9.47 10.60 6.90
Investment
Basic EPS (Rs.) 69.05 62.61 37.42
Diluted EPS (Rs.) 65.02 58.45 33.62
Price - Earning Ratio 7.38 13.58 15.56
Interest Cover Ratio 17.96 6.43 7.08
Dividend Yield (%) 5.88 2.94 2.58
Dividend Cover Ratio 2.32 2.50 2.46
Cash Dividend % 300.00 250.00 151.70
Break-up value per Ordinary Share (Rs.) 727.90 583.78 519.99
Market Value per Ordinary Share - Year End (Rs.) 509.83 850.05 582.11
Cash Dividend per Share 30.00 25.00 15.00
* Represents Continuing operation.
** Excluding effect of capital gain and reversal of impairment / (impairment loss) on available for sale financial assets, if any.
24
2014 2013 2012 2011 2010 2009 2008
2017
25
HORIZONTAL & VERTICAL ANALYSIS
BALANCE SHEET
HORIZONTAL ANALYSIS
(Rupees in Million)
2017 17 vs 16 2016 16 vs 15 2015 15 vs 14 2014 14 vs 13 2013 13 vs 12 2012
Re-stated
Equity & Liabilities Rs. % Rs. % Rs. % Rs. % Rs. % Rs.
SHARE CAPITAL & RESERVES
Issued, subscribed and paid up capital 894 - 894 1.11 884 2.34 864 2.35 844 - 844
Reserves 57,673 16.39 49,550 18.32 41,878 (6.45) 44,766 17.64 38,054 22.46 31,075
Preference shares / convertible stock reserve 606 - 606 (53.72) 1,310 (16.65) 1,572 (2.14) 1,606 - 1,606
Unappropriated profit / (loss) 6,492 274.40 1,734 (53.32) 3,715 32.64 2,801 76.60 1,586 (154.65) (2,902)
NON-CURRENT LIABILITIES
Long term finances 2,254 (36.96) 3,576 (4.12) 3,729 (11.81) 4,229 (18.20) 5,170 15.63 4,471
Deferred tax 344 (0.12) 344 39.80 246 (15.95) 293 (42.92) 513 60.31 320
Liabilities against assets subject to finance lease 13 (49.36) 26 (5.77) 28 7.66 26 7.02 24 100.00 -
Retirement benefits 358 310.36 87 115.97 40 100.00 - (100.00) 0.58 (99.81) 307
Deferred liabilities 325 6.62 305 51.31 202 15.46 175 24.70 140 15.70 121
CURRENT LIABILITIES
Current portion of long term finances 1,334 130.56 579 47.53 392 91.64 205 0.34 204 (79.60) 1,000
Finances under mark up arrangements - secured 300 (78.24) 1,377 55.69 884 (29.95) 1,263 (16.83) 1,518 87.64 809
Derivative financial instruments - - - - - - - (100.00) 27 (83.64) 165
Trade and other payables 3,105 9.03 2,848 (13.12) 3,278 4.24 3,145 3.04 3,052 54.38 1,977
Accrued finance cost 190 (14.42) 222 (36.52) 349 (32.52) 518 (2.33) 530 - 530
Liabilities directly associated with non-current
assets classified as held-for-sale - - - - - - - - - (100.00) 5,669
TOTAL 73,889 18.89 62,148 9.15 56,936 (4.88) 59,854 12.36 53,269 15.82 45,992
VERTICAL ANALYSIS
(Rupees in Million)
89% 4% 7%
2017 65,666 3,294 4,929
85% 7% 8%
2016 52,784 4,338 5,025
84% 7% 9%
2015 47,787 4,245 4,904
83% 8% 9%
2014 50,003 4,722 5,130
79% 11% 10%
26
HORIZONTAL ANALYSIS
(Rupees in Million)
2017 17 vs 16 2016 16 vs 15 2015 15 vs 14 2014 14 vs 13 2013 13 vs 12 2012
Re-stated
Assets Rs. % Rs. % Rs. % Rs. % Rs. % Rs.
NON-CURRENT ASSETS
Property, plant and equipment 5,185 21.71 4,260 11.97 3,804 3.21 3,686 0.57 3,665 5.96 3,459
Intangible assets 5 (52.48) 10 (52.40) 21 (45.45) 38 18.75 32 (21.95) 41
Investment property 135 1.14 133 (14.31) 155 12.63 138 51.65 91 250.00 26
Investments 60,166 20.15 50,078 11.29 44,998 (4.88) 47,304 15.24 41,048 97.38 20,796
Long term loans and deposits 18 (29.87) 26 (33.86) 39 (25.95) 53 (20.90) 67 (30.93) 97
Retirement benefits - - - - - (100.00) 88 1,366.67 6 100.00 -
CURRENT ASSETS
Stores and spares 422 5.03 402 (17.63) 488 (1.00) 493 (13.36) 569 23.16 462
Stock-in-trade 1,955 10.51 1,769 (0.64) 1,780 (20.21) 2,231 8.04 2,065 8.12 1,910
Trade debts 2,392 10.14 2,172 21.95 1,781 16.64 1,527 (5.91) 1,623 (28.82) 2,280
Loans, advances, deposits, prepayments and other receivables 729 (32.61) 1,081 (19.65) 1,346 (25.09) 1,797 6.27 1,691 309.44 413
Income tax receivable 2,700 27.00 2,126 (12.19) 2,421 7.70 2,248 3.31 2,176 35.75 1,603
Cash and bank balances 182 101.08 91 (10.94) 102 (59.63) 252 6.78 236 (34.81) 362
Non-current assets classified as held-for-sale - - - - - - - - - (100.00) 14,543
TOTAL 73,889 18.89 62,148 9.15 56,936 (4.88) 59,855 12.36 53,269 15.82 45,992
VERTICAL ANALYSIS
(Rupees in Million)
7% 81% 11%
2017 5,324 60,185 8,380
7% 81% 12%
2016 4,403 50,104 7,641
7% 79% 14%
2015 3,981 45,037 7,918
6% 79% 14%
2014 3,862 47,445 8,548
7% 77% 16%
27
HORIZONTAL & VERTICAL ANALYSIS
PROFIT AND LOSS ACCOUNT
HORIZONTAL ANALYSIS
(Rupees in Million)
Continuing operations
Local sales 21,359 8.05 19,766 5.80 18,683 6.26 17,582 1.95 17,245 24.89 13,808
Export sales 30 12.41 27 (4.44) 28 (37.70) 45 (34.12) 69 9.52 63
Gross sales 21,389 8.06 19,794 5.78 18,711 6.15 17,627 1.81 17,314 24.82 13,871
Sales tax and excise duty (3,284) 11.92 (2,934) 10.41 (2,657) 5.63 (2,516) 4.60 (2,405) 13.98 (2,110)
Commission - (100.00) (20) (29.82) (29) 18.91 (24) 16.49 (21) 31.25 (16)
Net sales 18,105 7.52 16,839 5.08 16,025 6.21 15,087 1.34 14,888 26.76 11,745
Cost of sales (14,370) 8.68 (13,221) 4.40 (12,664) (1.63) (12,873) (0.16) (12,893) 25.54 (10,270)
Gross profit 3,736 3.26 3,618 7.63 3,361 51.79 2,215 11.00 1,995 35.25 1,475
Administrative expenses (1,010) 12.54 (897) 19.22 (753) (4.38) (787) 33.89 (588) 82.61 (322)
Distribution and marketing costs (1,129) 22.56 (922) 35.93 (678) 16.87 (580) (1.01) (586) 46.50 (400)
Other operating expenses (496) 26.36 (392) 13.04 (347) 56.38 (222) 44.14 (154) 396.77 (31)
Other operating income 227 (41.81) 390 59.94 244 (24.25) 322 (2.08) 329 13.84 289
Profit / (loss) from operations 1,328 (26.11) 1,797 (1.68) 1,828 92.91 947 (4.88) 996 (1.48) 1,011
Finance costs (445) (65.93) (1,308) 103.33 (643) (14.44) (752) (11.06) (845) 60.04 (528)
Investment income 6,274 (3.06) 6,472 147.22 2,618 2.51 2,554 25.00 2,043 33.18 1,534
Reversal of impairment on investments - - - - - - - - - (100.00) 361
Profit / (loss) before tax 7,156 2.80 6,961 83.08 3,803 38.30 2,750 25.32 2,194 (7.74) 2,378
Tax (940) (31.18) (1,366) 169.33 (507) 137.83 (213) (46.43) (398) (55.28) (890)
Profit / (loss) for the year from continuing operations 6,216 11.09 5,596 69.80 3,295 29.93 2,536 41.22 1,796 20.70 1,488
Loss for the year from Discontinued operations - - - - - - - - (249) 93.66 (3,929)
Profit / (loss) for the year 6,216 11.09 5,596 69.80 3,295 29.93 2,536 63.95 1,547 163.38 (2,441)
28
VERTICAL ANALYSIS
(Rupees in Million)
2017 2016 2015 2014 2013 2012
Re-stated
Rs. % Rs. % Rs. % Rs. % Rs. % Rs. %
Continuing operations
Local sales 21,359 99.86 19,766 99.86 18,683 99.85 17,582 99.74 17,245 99.60 13,808 99.55
Export sales 30 0.14 27 0.14 28 0.15 45 0.26 69 0.40 63 0.45
Gross sales 21,389 100.00 19,794 100.00 18,711 100.00 17,627 100.00 17,314 100.00 13,871 100.00
Sales tax and excise duty (3,284) (15.35) (2,934) (14.82) (2,657) (14.20) (2,516) (14.27) (2,405) (13.89) (2,110) (15.21)
Commission - - (20) (0.10) (29) (0.16) (24) (0.14) (21) (0.12) (16) (0.12)
Net sales 18,105 84.65 16,839 85.07 16,025 85.64 15,087 85.59 14,888 85.99 11,745 84.67
Cost of sales (14,370) (67.18) (13,221) (66.80) (12,664) (67.68) (12,873) (73.03) (12,893) (74.47) (10,270) (74.04)
Gross profit 3,736 17.47 3,618 18.28 3,361 17.96 2,215 12.56 1,995 11.52 1,475 10.63
Administrative expenses (1,010) (4.72) (897) (4.53) (753) (4.02) (787) (4.47) (588) (3.40) (322) (2.32)
Distribution and marketing costs (1,129) (5.28) (922) (4.66) (678) (3.62) (580) (3.29) (586) (3.38) (400) (2.88)
Other operating expenses (496) (2.32) (392) (1.98) (347) (1.86) (222) (1.26) (154) (0.89) (31) (0.22)
Other operating income 227 1.06 390 1.97 244 1.30 322 1.83 329 1.90 289 2.08
Profit / (loss) from operations 1,328 6.21 1,797 9.08 1,828 9.77 947 5.37 996 5.75 1,011 7.29
Finance costs (445) (2.08) (1,308) (6.61) (643) (3.44) (752) (4.26) (845) (4.88) (528) (3.81)
Investment income 6,274 29.33 6,472 32.70 2,618 13.99 2,554 14.49 2,043 11.80 1,534 11.06
Reversal of impairment on investments - - - - - - - - - - 361 2.60
Profit / (loss) before tax 7,156 33.46 6,961 35.17 3,803 20.32 2,750 15.60 2,194 12.67 2,378 17.14
Taxation (940) (4.39) (1,366) (6.90) (507) (2.71) (213) (1.21) (398) (2.30) (890) (6.42)
Profit / (loss) for the year from continuing operations 6,216 29.06 5,596 28.27 3,295 17.61 2,536 14.39 1,796 10.37 1,488 10.73
Loss for the year from Discontinued operations - - - - (249) (3,929)
Profit / (loss) for the year 6,216 29.06 5,596 28.27 3,295 17.61 2,536 14.39 1,547 8.93 (2,441) (17.60)
0 10 20 30 40 50 60 70 80 90 100
Materials Consumed Fuel & Power Depreciation & Amortisation
Cost of Sales (Other Components) Selling & Administrative Expenses Finance Costs & Other Charges *Represents Continuing Operations only
ANNUAL
REPORT
2017
29
VALUE ADDED & ITS DISTRIBUTION
The statement below shows value added by the operations of the Company and its distribution to the stakeholders
Wealth Generated
Sales 21,388,949 19,793,529 18,711,298
Dividend income 6,273,905 6,472,005 2,617,891
Other income 227,127 390,298 244,022
Total 27,889,981 100% 26,655,832 100% 21,573,211 100%
Wealth Distributed
Bought-in-materials & services 16,238,514 58% 15,585,322 58% 14,358,651 67%
To Employees
Remuneration, benefits and facilities 2,331,375 8% 2,209,389 8% 1,732,494 8%
To Government
Income Tax, Sales Tax, Custom & Excise Duties,
Workers’ Funds, EOBI & Social Security Contribution,
Professional & Local Taxes 2,479,695 9% 1,931,523 7% 1,448,365 7%
To Providers of Capital
Cash dividend to the ordinary shareholders 2,681,385 10% 2,234,488 8% 1,340,693 6%
Finance costs 445,495 2% 1,307,505 5% 643,032 3%
Retained for Reinvestment & Future Growth /
(Utilized from reserves) 3,713,517 13% 3,387,605 13% 2,049,976 9%
Total 27,889,981 100% 26,655,832 100% 21,573,211 100%
13% 13%
2%
5%
10%
8%
58% 58%
9% 7%
8% 8%
30
SOURCES & APPLICATION OF FUNDS
Over the last six years
(Rupees in thousand) 2017 2016 2015 2014 2013 2012
Cash flow from operating activities
Cash inflow from operations 2,249,638 2,323,393 3,182,034 1,432,406 2,530,095 395,637
Finance cost paid (477,465) (525,475) (811,384) (764,241) (1,090,306) (1,509,395)
Taxes paid (1,437,792) (1,278,772) (686,226) (535,873) (548,880) (758,677)
Payments for accumulating compensated absences (21,595) (26,046) (23,533) (17,079) (81,855) (28,670)
Retirement benefits paid (21,339) (17,917) (15,329) (13,450) (320,767) (73,960)
Net cash inflow / outflow from operating activities 291,447 475,183 1,645,562 101,763 488,287 (1,975,065)
Cash flow from investing activities
Fixed capital expenditure (1,663,202) (1,026,871) (713,480) (629,738) (824,797) (1,234,627)
Investment - net (958,526) (701,167) (2,437,175) (600,000) (2,274,953) 4
Net decrease / (increase) in long term loans and deposits 1,393 13,289 13,311 14,448 11,499 13,768
Investments made in Government securities (1,599,994) - - - - -
Proceeds from disposal of Government securities 1,603,171 - - - - -
Proceeds from disposal of property, plant and equipment 69,455 93,797 91,023 106,792 69,982 113,764
Proceeds from assets written off due to fire - - - - 102,003 233,463
Dividends received 6,273,905 6,472,005 2,617,891 2,553,678 2,043,111 1,534,440
Net cash inflow / (outflow) from investing activities 3,726,202 4,851,053 (428,430) 1,445,180 (873,155) 660,812
Cash flow from financing activities
Repayment of long term finances - secured (571,420) (1,885,710) (200,000) (600,000) (1,100,000) (5,485,714)
Proceeds from long term finances - 3,000,000 - - 1,000,000 2,000,000
Liabilities against assets subject to finance lease - net (10,617) (7,438) (7,038) (3,599) 27,884 -
Redemption of preference shares - (5,601,500) - - - -
Participating dividend on preference shares paid (45,000) - - - - -
Dividend paid (2,221,580) (1,335,268) (782,731) (671,684) (378,218) (126,044)
Net cash outflow from financing activities (2,848,617) (5,829,916) (989,769) (1,275,283) (450,334) (3,611,758)
Net increase / (decrease) in cash and cash equivalents 1,169,032 (503,680) 227,363 271,660 (835,202) (4,926,011)
Cash and cash equivalents at the beginning of the year (1,286,421) (782,741) (1,010,104) (1,281,764) (5,546,562) (620,551)
Cash and cash equivalents transferred to subsidiary - - - - 5,100,000 -
Cash and cash equivalents at the end of the year (117,389) (1,286,421) (782,741) (1,010,104) (1,281,764) (5,546,562)
2,000 6,000 0
1,646
4,851 (450)
1,500 5,000 -1,000
(990)
1,000 (1,275)
4,000 3,726
488 475
-2,000
500
291 3,000
102
0 -3,000
(2,849)
2,000
1,445
-500 -4,000
(3,612)
1,000 661
-1,000
-5,000
0
-1,500
(428)
-1000 -6,000
-2,000 (873) (5,830)
(1,975)
2012 2013 2014 2015 2016 2017 2012 2013 2014 2015 2016 2017 2012 2013 2014 2015 2016 2017 ANNUAL
REPORT
2017
31
CORPORATE SOCIAL RESPONSIBILITY
& SUSTAINABILITY
Packages Limited recognises the importance of being a good corporate citizen in the conduct of its business as well as fulfilling
its corporate and social obligations. We have always acknowledged our social responsibility to the health and well being of the
communities in which we operate. We are committed to the principle of ‘giving back to the society’.
Our commitment to our stakeholders and the community is exemplified SUPPLIER MEMBER ETHICAL TRADE AUDITS
through our Corporate Social Responsibility (CSR) activities; result of
We are also a SEDEX member. We complied SMETA 4 pillars audit
which is a recognition in the form of CSR Award 2018 by NFEH (National
requirements in year 2017, It is globally recognised by many customers
Forum for Environment & Health).
like PepsiCo, Nestle etc.
We endorse the spirit of definitions of sustainable development:
‘development that meets the needs of the present without compromising WORKPLACE CONDITION ASSESSMENT AUDIT
the ability of future generations to meet their own needs’’ and “improving We are WCA compliant for British American Tobacco. The audit was
the quality of life while living within the earth’s carrying capacities”. Our conducted in July 2017.
aim is to play a proactive role in contributing to achieve sustainability
where we have influenced. We are committed to accountability and
transparency in our sustainability performance. SUPPLIER WORKPLACE ACCOUNTABILITY AUDIT
SWA audit was successfully conducted on August 2017 by Arsheadvisors
RESPONSIBLE SOURCING AUDIT on behalf of McDonald’s.
Packages Limited as one of the leading packaging Company is fully aware
of the consequences, its operations can have, upon the forests. Therefore, ENERGY & ENVIRONMENT
it has acquired FSC CoC Certification which ensures buying of pulp and We are a member of the global network of green offices project of the
paper board from responsible sources and thus playing its role in forest World Wide Fund for Nature, and the first company in Pakistan to be
conservation. awarded Green Office diploma in the manufacturing sector. Green Office
is an environmental service for/by offices. With its help, work places are
Considering our religious obligation and for the satisfaction of our able to reduce their burden on the environment, achieve savings and slow
customers, we have acquired Halal Certification which ensures that all our down environmental changes. We obtained the certificate for all our major
products are being manufactured from 100% Halal raw materials. offices.
Furthermore, we are RS compliant for our big customer Unilever. Its audit We have phased out Chloro Fluoro Carbons (CFCs) according to Montreal
was conducted on 12th of July 2017 and we have now URSA Compliant Protocol with environmentally friendly refrigerants and have been
site till July 2019. consistently reducing the consumption of Hydro Chloro Fluoro Carbons
(HCFCs) by replacing them with approved gases to curtail our contribution
CUSTOMER SATISFACTION to the greenhouse effect.
Business success rests upon customer satisfaction. Packages Limited
therefore ensures to provide quality products to its customers fulfilling all
the requirements through the following audits:
32
We routinely conduct energy audits to identify projects that can efficiently We are certified for Food Safety System Certification (FSSC) which is a
use, reduce or recycle energy. Replacement of factory’s conventional part of the world’s fastest growing Global Food Safety Initiative (GFSI)
lights with energy efficient LED’s/LVD’s (environment friendly lights) certification program accredited by The Consumer Goods Forum. Through
have been completed along with usage of renewable solar energy of this system, we ensure that the packaging material and tissue we
approximately 500kW. Lux Monitoring and Motion Sensors are also being manufacture is procured, processed, stored and transported by adopting
installed in phases to reduce energy cost. Lux sensors are being used and implementing the hygiene standards and controls. We also have ‘Halal
to measure the amount of available daylight and adjust the light levels Certification’ from South African National Halal Authority (S.A.N.H.A).
accordingly to reduce unnecessary energy consumption by utilising
natural light resources while ensuring that appropriate light levels are We are also making progress in our focus areas of behavior based safety
maintained. and controlling risks with engineering as well as administrative controls
and thus minimising the risk of injuries and accidents.
Reduced paper and water consumption measures were being strongly
focused upon for the entire year. Packages Limited is BRC (the British Retail Consortium (BRC) – Food
Safety Certification) certified. The Company complied all 230 requirements
Through these activities, we demonstrate our commitment to the of BRC and was awarded BRC certificate with grade ‘A’ in High Hygiene
community to protect the environment. We have also calculated our Category, in November 2017.
carbon footprint and are in process of reducing it drastically by efficient
utilisation and optimisation of resources. Product life cycle assessment
(LCA) is another initiative we are aggressively working upon to exactly SOCIETY
gauge our impacts and reduce them. We firmly believe that for an organisation to be successful and for it to
create value for its shareholders, it must also create value for its society.
We have successfully done the transition on Environmental standard ISO We consider it our responsibility to make sustainable positive impact on
14001; 2015 version. Based on above mentioned initiatives, the Company the communities in which we operate. Whether it’s through the grants
obtained the Annual Environment Excellence Award AEEA 2017 from we provide to various organisations that share our mission or through the
NFEH as well as ISO certification En-Ms ISO 50001 in 2017. inspiring volunteer efforts, we are passionate about helping people live
better.
HEALTH AND SAFETY
We strive to contribute to societal welfare through providing educational
Ensuring the protection of the health and well being of our employees,
opportunities, employment, sponsoring various events, promoting culture,
customers and the communities in which we operate is an ongoing
arts and awareness campaigns.
process and has always been one of our chief concerns.
Our main procedures in safety include Comprehensive Risk assessment COMMUNITY WELFARE SCHEMES
and Controls, Permit to work, Near miss reporting, Incident reporting, As a corporate citizen, we have consistently and consciously tried to
Emergency response and Compliance evaluation procedures. All newly make a difference in the society by our corporate giving, assistance in
hired employees go through safety orientation programs and sign community development and supporting groups; aiming for a progressive
an affidavit of their awareness. We routinely conduct trainings, both social change and the up-lift of the community at large. We provide
internal and external, regarding occupational health and safety, dengue contributions and assistance to a number of hospitals, trusts and other
prevention, road safety, safe removal of waste, first aid and fire safety. In various non-profit organizations through ‘Packages Foundation’.
2017, amongst other trainings, an EHS awareness theater production was
carried out for our employees to create awareness about the importance ROSE FESTIVAL
of environment and health related issues through a candid and relatable
platform. Every spring more than three hundred types of roses welcome our
esteemed guests to ‘The Packages Rose Festival’. The vividly decorated
Fully equipped ambulance facility at site, well maintained dedicated gardens are graced by the presence of our customers, vendors,
smoking areas, robust fire hydrant system as per NFPA Guidelines etc. employees and guests from the local community. Another essential
are few of major initiatives that have contributed in improving our safety attraction in this famous event is the spectacular display of different types
infrastructure through PDCA. of peacocks.
ANNUAL
REPORT
2017
33
CORPORATE SOCIAL RESPONSIBILITY
& SUSTAINABILITY
PROMOTING TRADITIONAL ‘MELA’ CULTURE In order to develop the top talent of the organization for taking on broader
leadership roles in the future, the organization shortlists its high potential
We always look forward to arranging different events to promote
employees for a year-long certificate program in business management
traditional activities within the society. ‘Mela’ is one of such activities
(CPBM) which is conducted at Rausing Executive Development Center
which we have been organising for the last many years. The objective of
(REDC), LUMS. The program is conducted from time to time and is aimed
this event is to provide traditional entertainment to the family members of
to ensure that executives develop a business-wide perspective beyond
our employees and the residents of our vicinity. More than 1,000 families
their specific area of expertise, learn to appreciate and leverage the
participate in the event every year.
interlinkages among individual organizational functions; and develop
broader perspectives as well as understanding growth and sustainability
SPORTS ACTIVITIES challenges at a more strategic level.
“Health is the thing that makes you feel that now is the best time of the
year” – we at Packages believe that mental exertion must be balanced The Company also holds a recreational training at the end of each year
by physical activity; resultantly promotion of sports has always played a primarily for sales team and allied personnel from various departments as
vital role in our CSR initiatives. To carry out all these sports activities, we a team building exercise and to freshen up the employees after the whole
have an in-house sports complex. Some of the activities aimed to promote year’s hard work. The training involves various activities which ensures
sports at grass root level within the country are: effective team building among cross functional employees in a highly
interactive setting.
• Jaffar Memorial Inter School Hockey Tournament
• Babar Ali Foundation Inter School Football Tournament The objective of these programs is to develop human resource and
• Babar Ali Foundation Inter School Hockey Tournament for Girls provide personnel with the necessary technical and soft skills to enhance
performance and prepare individuals for higher roles and responsibilities.
In addition, we offer sports facilities for our employees as well. Every
year, inter-departmental tournament starts the sports year of Packages FAIR PRICE SHOP
and ends with the annual sports day celebrations. These sports activities
We have established a fair price shop for our employees to facilitate them
also provide a platform to the employees to become part of the Packages
in the purchase of their grocery items. We provide subsidy on purchase
Sports Teams which represents the Company in different sports
of pulses for the workers. Fair Price shop is also offering other general
competitions.
stores and clothing items on no profit no loss basis to employees.
34
Mr. Rafi Iqbal joined the Company in 1965 and was a civil engineer. He had
remained a part of Tariq Hamid’s team and had followed a career path almost similar
to his. His career, prior to assuming the role of General Manager in 1994, centered
mainly around production and planning with a two year secondment in 1974 to Kibo
Paper in Tanzania. During his tenure as General Manager, Packages underwent major
expansions across all businesses, whether paper, carton or flexible. Mr. Rafi Iqbal
retired in October 2001.
RAFI
IQBAL
AHMAD
ANNUAL
REPORT
2017
35
CORPORATE
CALENDAR
36
Mr. Saulat Said joined the Company in 1967 after completing his M.Sc. (Chemistry).
In 1990, he was designated as Sales Manager in the Marketing Department, then
in 1994 he was made Marketing Manager and Deputy General Manager in the
same year. Mr. Saulat took over from Rafi Iqbal in 2001 and retired in 2004. He was
involved in all the foreign collaborations, local expansions and diversifications, joint
ventures and multinationals arrangements and other numerous projects for quality
and productivity improvement.
SAULAT
SAID
ANNUAL
REPORT
2017
37
NOTICE OF ANNUAL
GENERAL MEETING
Notice is hereby given that the 63rd Annual General Meeting of Packages Limited will be held on Thursday, April 19, 2018 at 10.30 a.m. at
the Beach Luxury Hotel, Moulvi Tamizuddin Khan Road, Karachi to transact the following businesses:-
A. ORDINARY BUSINESS:
1. To confirm the Minutes of the Extraordinary General Meeting of the Company held on February 26, 2018.
2. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended December 31, 2017 together with the
Chairman’s Review Report and Directors and Auditors Reports thereon.
3. To consider and approve the payment of cash dividend for the year ended December 31, 2017 as recommended by the Board of Directors:
a) to the preference share/convertible stock holder (International Finance Corporation) at the rate of Rs. 29.077 (15.304%) per
preference share/convertible stock of Rs. 190 proposed by the Board in terms of and as adjusted under the Subscription
Agreement between Packages Limited and International Finance Corporation, totalling Rs.238,048,677; and
b) to the ordinary shareholders at the rate of Rs. 30.00 (300%) per ordinary share of Rs. 10.
4. To appoint Auditors for the year 2018 and to fix their remuneration. The current Auditors, M/s A.F. Ferguson & Co., Chartered
Accountants have consented to be appointed as Auditors for the Financial Year 2018 and the Board of Directors has recommended their
appointment.
B. SPECIAL BUSINESS:
5. To obtain consent of the shareholders and pass an ordinary resolution for the approval of transmission of annual audited financial statements,
auditors’ report, directors’ report and chairman’s review report etc., along with notices of general meetings to Members through CD/DVD/USB
at their registered addresses as allowed by the Securities and Exchange Commission of Pakistan (SECP) under SRO 470(1)/2016 dated May
31, 2016.
(Attached to this Notice is a Statement of Material Facts covering the above-mentioned Special Business, as required under Section 134(3) of
the Companies Act, 2017).
38
NOTES: bring attested copies of board of directors’ resolution/powers of
attorney and/or all such documents as are required under Circular
No.1 dated 26 January 2000 issued by the Securities and Exchange
1. CLOSURE OF SHARE TRANSFER BOOKS: Commission of Pakistan (“SECP”) for the purpose.
The Share Transfer Books of the Company will remain closed
from April 12, 2018 to April 19, 2018 (both days inclusive). 5. NOTICE TO SHAREHOLDERS WHO HAVE NOT
Transfers received in order at the office of the Company’s Share
Registrar, Messrs FAMCO ASSOCIATES (PVT.) LIMITED, 8-F, Next PROVIDED COPIES OF THEIR CNICs:
to Hotel Faran, Nursery, Block 6, P.E.C.H.S., Shahrah-e-Faisal, In accordance with the notification of the SECP, SRO 779(I)/2011
Karachi-75400 by close of business on April 11, 2018 will be dated August 18, 2011 and SRO 831(1)/2012 dated July 5, 2012,
treated in time for payment of the final dividend to the transferees. dividend warrants should bear CNIC numbers of the registered
Member or the authorized person, except in case of minor(s) and
2. PARTICIPATION IN THE ANNUAL GENERAL corporate Members.
MEETING: Accordingly, Members who have not yet submitted copy of their valid
A Member entitled to attend and vote at the Meeting may appoint CNIC or NTN (in case of corporate entities) are again requested to
another person as his proxy to attend, vote and speak at the submit the same to the Share Registrar, with Members folio number
Meeting instead of him/her. A proxy need not be a member of mentioned thereon. It may kindly be noted that in case of non-
the Company. The instrument appointing a proxy and the power receipt of the copy of valid CNIC, the Company would be constrained
of attorney or other authority / board resolution under which it is to withhold dispatch of dividend warrants. Members whose shares
signed or a notarially attested copy of power of attorney must be are deposited in any sub-account or investor account with CDC
deposited at the Registered Office of the Company at 4th Floor, should submit their CNICs or NTNs, as the case may be, to CDC.
The Forum, Suite # 416-422, G-20, Block 9, Khayaban-e-Jami,
Clifton, Karachi-75600 at least forty-eight (48) hours before the time 6. MANDATORY PAYMENT OF CASH DIVIDEND
appointed for the Meeting.
THROUGH ELECTRONIC MODE:
Members can exercise their right to demand a poll subject to In compliance with Section 242 of the Companies Act, 2017 and
meeting requirements of Sections 143 to 145 of the Companies SRO No.1145(I)/2017 dated November 6, 2017, payment of
Act, 2017 and applicable clauses of Companies (Postal Ballot) dividend will only be made by way of electronic mode directly to the
Regulations, 2018. bank accounts of entitled shareholders. In this regard E-Dividend
Mandate Form has already been sent to all the shareholders.
3. CHANGE IN ADDRESSES: Members whose shares are deposited in any sub-account or
investor account with CDC should submit their E-dividend Mandate
Shareholders (Non-CDC) are requested to promptly notify the to CDC.
Company’s Share Registrar of any change in their addresses.
Members whose shares are deposited in any sub-account or
investor account with CDC should submit any change in their 7. DEDUCTION OF TAX FROM DIVIDEND INCOME:
addresses to the CDC.
1. The Government of Pakistan through Finance Act, 2017 has made
certain amendments in the Income Tax Ordinance, 2001 whereby
4. ACCOUNT OR SUB-ACCOUNT WITH THE different rates are prescribed for deduction of withholding tax on the
CENTRAL DEPOSITORY COMPANY (“CDC”): amount of dividend paid by companies. These rates are as under:
Any individual beneficial owner having an account or sub-account • For filers of income tax returns:15.0%
with the CDC, entitled to vote at this Meeting, must bring his/her • For non-filers of income tax returns: 20.0%
Computerized National Identity Card (“CNIC”) with him/her to prove
To enable the Company to make tax deduction on the amount of
his/her identity, and in case of proxy must enclose an attested copy
cash dividend @15.0% instead of 20.0%, all the shareholders
of his/her CNIC. The representatives of corporate bodies should
ANNUAL
REPORT
2017
39
NOTICE OF ANNUAL
GENERAL MEETING
whose names are not entered into the Active Tax-payers List (ATL) If you wish to take benefit of this facility, please fill the attached
provided on the website of Federal Board of Revenue, despite the form and submit it to the Company at its registered address at least
fact that they are filers, are advised to make sure that their names seven (7) days prior to the date of the Meeting.
are entered into ATL, otherwise tax on their cash dividend will be
deducted @ 20.0% instead @15.0%. The Company will intimate to the Members the venue of the video-
link facility at least five (5) days before the date of the Meeting along
For Members holding their shares jointly, as per the clarification with all the information necessary to enable them to access the
issued by the Federal Board of Revenue, withholding tax will be facility.
determined separately on ‘Filer/Non-Filer’ status of principal
shareholder as well as joint holder(s) based on their shareholding 10. VALID TAX EXEMPTION CERTIFICATE FOR
proportions, in case of joint accounts.
EXEMPTION FROM WITHHOLDING TAX:
2. For any query / problem / information, the investors may contact A valid tax exemption certificate is necessary for exemption from
the Company and / or the Share Registrar at the following phone the deduction of withholding tax under Section 150 of the Income
numbers or email addresses:- Tax Ordinance, 2001. Members who qualify under Income Tax
Ordinance, 2001 and wish to seek exemption must provide a copy
CONTACT PERSONS: of their valid tax exemption certificate to the Shares Registrar prior
Mr. S.M. Munawar Moosvi to the date of book closure otherwise tax will be deducted according
Tel. # 92 21 35831618 / 35831664 / 35833011 to applicable law.
Email: munawar.moosvi@packages.com.pk
Mr. Ovais Khan 11. PLACEMENT OF FINANCIAL STATEMENTS ON
Tel. # 92 21 34380101-2
Email: ceo@famco.com.pk WEBSITE:
The financial statements of the Company for the year ended
December 31, 2017 along with reports have been placed on the
8. UNCLAIMED DIVIDEND / SHARES: website of the Company www.packages.com.pk.
Shareholders who could not collect their dividend/physical shares
are advised to contact our Share Registrar to collect/enquire about
12. TRANSMISSION OF ANNUAL FINANCIAL
their unclaimed dividend or shares, if any. In compliance with
Section 244 of the Companies Act, 2017, after having completed STATEMENTS THROUGH EMAIL:
the stipulated procedure, all such dividend and shares outstanding The Companies Act, 2017 and the SECP vide SRO 787(1)/2014
for a period of three (3) years or more from the date due and dated September 8, 2014 has allowed companies to circulate
payable shall be deposited to the credit of the Federal Government Audited Financial Statements and Notices of meetings to its
in case of unclaimed dividend and in case of shares, shall be Members through e-mail. Members who wish to avail this facility
delivered to the SECP. Notices for unclaimed dividend/physical can communicate their email addresses to the Company Secretary
shares were dispatched to the shareholders on November 17, and/or Share Registrar on the Standard Request Form available on
2017. the Company’s website.
40
STATEMENT OF MATERIAL FACTS UNDER SECTION
134 (3) OF THE COMPANIES ACT, 2017
The Directors are not interested in the above special business, except to the
extent of their shareholdings in the Company.
ANNUAL
REPORT
2017
41
42
ANNUAL
REPORT
2017
43
CHAIRMAN’S REVIEW REPORT
I am pleased by the performance of Packages Limited for the year ended December 31, 2017. Operating in an environment of increasing competition, the
Company posted increase in sales by 8% as compared to last year. However, profitability showed a decline mainly owing to increased raw material costs
and the fact that it was not fully passed on to the customers.
The composition of the Board of Directors reflects mix of varied backgrounds and rich experience in the fields of business, finance, banking and regulations.
The Board provides strategic direction to the management and is available for guidance. The Board approves the budget and ensures that a competent
and energetic team is in position to achieve the goals set. The Board ensures compliance of all regulatory requirements by the Management. During the
year, the Board approved a risk management framework after identification of risks and mitigating measures specific to the Company. As required under
the Code of Corporate Governance, the Board evaluates its own performance through a mechanism developed by it.
The Board is ably assisted by its Committees. The Audit Committee reviews the financial statements and ensures that the accounts fairly represent the
financial position of the Company. It also ensures effectiveness of internal controls. The HR Committee overviews HR policy framework and recommends
selection and compensation of senior management team. An important role of the Committee is succession planning.
During the year, the Company has made investments in technological upgradation. For this purpose sizeable investments have been made in the flexible
packaging, folding carton and tissue divisions. The technological improvements would help in capacity and capability enhancements.
I pray to Allah that the Company continues to maintain its momentum of growth in the future.
44
DIRECTORS’ REPORT
TO THE SHAREHOLDERS
The Directors of the Company take pleasure in submitting their Annual Report along with the audited financial statements of the Company for the year
ended December 31, 2017.
FINANCIAL PERFORMANCE
Summarized financial performance is as follows:
2017 2016
(Rupees in million)
Net Sales from Operations 18,105 16,839
EBITDA- operations 2,276 2,427
Depreciation & amortization (680) (628)
EBIT – operations 1,596 1,799
Finance costs (445) (1,308)
Other operating income/(expenses) – net (269) (2)
Investment income 6,274 6,472
Earnings before tax 7,156 6,961
Taxation (940) (1,365)
Earnings after tax 6,216 5,596
Basic earnings per share – Rupees 69.05 62.61
20,000 70
69.05
18,000
60
18,105
62.61
16,000
16,839
16,025
50
15,087
14,000
13,558
12,000
40
11,745
10,000
37.42
30
8,000
29.89
6,000 20
21.28
17.64
4,000
10
2,000
0 0
2012* 2013* 2014 2015 2016 2017 2012* 2013* 2014 2015 2016 2017
2017
45
DIRECTORS’ REPORT
TO THE SHAREHOLDERS
The operations have achieved net sales of Rs. Lamination, Slitting and Bag making machines FINANCE COSTS
18,105 million in 2017 against net sales of Rs. in flexible packaging division. Another
16,839 million of last year representing sales investment of Rs 58 million has been made in Finance cost of the Company has decreased
growth of 8% based primarily on a volume equipment for folding carton division. by Rs 863 million during 2017 over 2016,
growth of 7%. as last year 8.5 million preference shares
of International Finance Corporation were
CONSUMER PRODUCTS DIVISION
The operations generated Earnings before redeemed at a premium of Rs 910 million.
Consumer Products Division achieved sales
Interest, Tax, Depreciation and Amortization
of Rs. 4,387 million during the year 2017 INVESTMENT IN BULLEH SHAH
(EBITDA) of Rs. 2,276 million during 2017
as compared to Rs. 3,837 million of 2016
against Rs. 2,427 million of 2016 reflecting PACKAGING (PRIVATE) LIMITED
representing sales growth of 14%.
decline of 6%. The EBITDA is lower compared The BOD, at the meeting held on July 26,
to that of corresponding period last year, partly 2017, resolved to purchase the remaining
The Division’s EBITDA increased by Rs 53
due to increase in raw material and conversion 35% shareholding held by Stora Enso in
million in 2017 as compared to 2016 due to
costs that were not passed on to the customers Bulleh Shah Packaging (Private) Limited
revenue growth, improved capacity utilization
during the year. Another factor was increase (“BSPPL”). The transaction was approved by
and operating cost control initiatives.
in expenses of advertisement of consumer the shareholders through a special resolution
products. at the Extraordinary General Meeting of the
The Company has also invested Rs 166
million in a toilet roll line to cater to market Company dated August 28, 2017. Accordingly,
A brief review of the operations of the BSPPL became a fully owned subsidiary of the
demand.
Company’s business divisions is as follows: Company on September 18, 2017.
PRODUCTION STATISTICS
PACKAGING DIVISION REAL ESTATE DEVELOPMENT –
The production statistics for the year under
Packaging Operations have achieved net
review along with its comparison with the
PACKAGES MALL
sales of Rs. 13,560 million during 2017 as
corresponding year are as follows: Packages Mall was inaugurated on April 20th,
compared to Rs. 12,794 million of 2016
2017 and the customer response has been
representing sales growth of 6%.The primarily
2017 2016 encouraging. The Board believes that this
volume driven sales increase coupled with
Consumer products investment will bring considerable benefit
inflationary fixed costs and raw material price
produced-tons 13,861 14,353 to the shareholders in the form of dividend
increases, have resulted in decreased EBITDA
Carton Board & income and capital gains.
by Rs. 225 million i.e. 12% over 2016 values.
Consumer products
The Company is focusing on value and
converted-tons 41,552 36,890 INVESTMENT IN 100%
volume growth of sales as well as internal cost
savings and tighter controls over fixed costs to
Plastics all sorts SUBSIDIARY (ANEMONE
converted-tons 20,143 20,995 HOLDINGS LIMITED)
improve operating results of this division.
Your Company contributed Rs 124.948 million
During the year your Company has made
INVESTMENT INCOME
(equivalent to USD 1.183 million) as equity
significant investment in machinery for Investment income has decreased by Rs. 198 in Anemone Holdings Limited, Mauritius
enhancing capacity and quality. The Company million during 2017 as compared to 2016 (“AHL”) for the purposes of financing debt.
has invested Rs. 260 million in a new, wide mainly due to decline in dividend income AHL is a special purpose vehicle established
web Flexo Printing machine. It has also made received from IGI Holdings Limited (formerly in 2015 for the acquisition of operations of a
an investment of Rs 280 million in a state of IGI Insurance Limited) and DIC. flexible packaging company in South Africa
the art 7 Layer blown film Extruder. Further as disclosed to the Stock Exchange in the
investment of Rs 105 million has been made in directors reports of the respective year.
46
FIXED ASSETS WORKING CAPITAL DEBT TO EQUITY
(Rupees in Million) (Rupees in Million) (Percentage)
95
90
28,472
93
18%
92
92
25%
12,000 3,000
89
14% 25%
85
80
2,963
16% 15%
11,514
2,889
2,700
2,729
2,662
10,000 2,500 70
13%
10,068
20%
10,036
9,744
9,835
2,300
9,275
60
8,000 2,000
15% 50
6,000 1,500
40
10%
4,000 1,000 30
20
5%
2,000 500
15
10
11
8
8
5
0 0 0% 0
2012 2013 2014 2015 2016 2017 2012 2013 2014 2015 2016 2017 2012 2013 2014 2015 2016 2017
Environment, Health & Safety / Sustainability: on their audited accounts as on December 31,
Your Company is striving to excel in and 2017 were as follows: 2 1.67 1.70
1.57 1.57 1.61 1.53
endorse best environmental, health and safety
standards that are eco/human friendly along Provident Fund Rs. 2,262.328 million 1
1.20
1.15
1.13
1.08
Gratuity Fund Rs. 368.516 million
1.07
with energy conserving strategies.
1.03
Pension Fund Rs. 1,750.177 million 0
During the year, your Company obtained new 2012 2013 2014 2015 2016 2017
certifications and successful surveillances for APPROPRIATION Current Ratio Quick Ratio
the following:
In view of the financial results of the Company
As suggested by the Audit Committee, the
for the year 2017, the Board of directors
• British Retail Consortium. Grade “A” Board of Directors has recommended their
of the Company has recommended cash
reappointment as Auditors of the Company for
• OHSAS 18001: 2007 dividend of 300 percent (i.e. Rs. 30 per share).
the year ending December 31, 2018, at a fee to
• Green Office Diploma Accordingly, the following appropriations have
be mutually agreed.
been made:
The prime areas of focus in the year continued
to be energy efficiency, improving working COMPLIANCE WITH THE CODE OF
Rupees in thousand
conditions and training and development of CORPORATE GOVERNANCE
workforce. Regular campaigns are an integral Total Comprehensive Income
for the year 2017 after The requirements of the Code of Corporate
part of the environmental, health and safety Governance set out by the Pakistan Stock
initiatives; significant campaigns of 2017 appropriation of preference
dividend / return 6,037,694 Exchange Limited in its Listing Regulations
include the following: have been adopted by the Company and have
Un-appropriated profit
brought forward 454,570 been duly complied with. A Statement to this
• Food Safety Campaign effect is annexed.
• Road Safety Campaign Available for appropriation 6,492,264
Transferred to General MATERIAL CHANGES
• EHS awareness Campaign Reserve (3,000,000)
Cash dividend (2,763,884) There have been no material changes since
Corporate Social Responsibility (‘CSR’) December 31, 2017 and the Company has not
To be carried forward entered into any commitment, which would
On CSR, the Company’s management to 2018 728,380 affect its financial position at the date except
continued its focus on education, healthcare, for those mentioned in the audited financial
skill development, environmental protection AUDITORS statements of the Company for the year ended
and social welfare during the current year. December 31, 2017.
The present auditors M/s A.F Ferguson &
Co., Chartered Accountants retire and have
The Company is making contributions/
offered themselves for reappointment. They
CHANGE IN THE COMPOSITION OF
donations to Packages Foundation for carrying THE BOARD
have confirmed having achieved satisfactory
out its social work, the Company donated PKR
rating by the Institute of Chartered Accountants During the year 2017, Mr. Jari Latvanen
65.011 million towards various causes in the
of Pakistan (ICAP) as well as compliance with resigned and Mr. Khurram Raza Bakhtayari
current year.
the Guidelines on the Code of Ethics of the appointed to fill the casual vacancy.
International Federation of Accountants (IFAC) Subsequently, Mr. Imran Khalid Niazi was
as adopted by ICAP. appointed and Mr. Khurram Raza Bakhtayari
was asked to resign. The Board wishes to
48
record its appreciation of the valuable services Name of Members No. of BOARD COMPOSITION
rendered by the outgoing Directors and meetings (Percentage)
attended (Non-Executive)
1. Mr. Towfiq Habib Chinoy 6 Mr. Imran Khalid Niazi 2
(Chairman) (Appointed w.e.f. 26 May 2017)
2. Syed Hyder Ali 6 (e) Internal control system is sound
(Chief Executive) Leave of absence was granted to the Members
in design and has been effectively
who could not attend the meetings of the Audit
3. Mr. Josef Meinrad Mueller 2 implemented and monitored;
Committee.
4. Mr. Asghar Abbas 7
(f) There are no doubts about the company’s
5. Mr. Khurram Raza Bakhtayari 3 The Audit Committee has adopted its terms of
ability to continue as a going concern;
(Appointed on 25 January 2017 reference which has been provided in the Code
and retired w.e.f. 26 May 2017) of Corporate Governance.
(g) There has been no material departure
6. Mr. Jari Latvanen from the best practices of the Code
CORPORATE AND FINANCIAL Corporate Governance as detailed in the
(Resigned on 25 January 2017) –
REPORTING FRAMEWORK Listing regulations;
7. Mr. Muhammad Aurangzeb 2
The Directors of your company state that:
8. Mr. Shamim Ahmad Khan 7 (h) Significant deviations from last year’s in
9. Syed Aslam Mehdi 5 (a) The financial statements, prepared by operating results of the Company has
the management of the company fairly been highlighted and reasons have been
10. Syed Shahid Ali 4 explained in the Directors report;
present the state of affairs, the result of
11. Mr. Tariq Iqbal Khan 6 its operations, cash flows and changes in
equity; (i) Key operating and financial data of last
12. Mr. Imran Khalid Niazi 4
six years is annexed;
(Elected w.e.f. 26 May 2017)
(b) Proper books of account of the company
(j) Where any statutory payment on account
have been maintained;
Leave of absence was granted to the Directors of taxes, duties, levies and charges is
who could not attend the Board meetings. outstanding, the amount together with
(c) Appropriate accounting policies have
been applied in preparation of financial a brief description and reasons for
AUDIT COMMITTEE statements and accounting estimates the same is disclosed in the financial
An Audit Committee of the Board has been in are based on reasonable and prudent statements;
existence since the enforcement of the Code judgment;
of Corporate Governance. It comprises of six (k) Significant plans and decisions, such
Non-Executive Directors. (d) The financial statements have been as corporate restructuring, business
prepared in conformity with the expansion and discontinuance of
Four meetings of the Audit Committee were Companies Ordinance, 1984 and operations, has been outlined along with
held during the year. Attendance of each International Financial Reporting future prospects, risks and uncertainties,
ANNUAL
Member is given hereunder – Standards, as applicable in Pakistan. if any; REPORT
(l) The number of board and committees’ PATTERN OF SHAREHOLDING COMPANY’S STAFF AND
meetings held during the year and
A statement of the pattern of shareholding of CUSTOMERS
attendance by each director is annexed;
certain class of shareholders as at December The management is thankful to the Company’s
(m) The details of training programs attended 31, 2017, whose disclosure is required under stakeholders especially its customers for their
by directors is annexed; the reporting framework, is included in the continuing confidence in its products and
annexed shareholders’ information. services.
(n) The pattern of shareholding is annexed;
and The Directors, CEO, CFO, Company Secretary, The management also wishes to express its
Head of Internal Audit and their spouses or gratitude to all the Company’s employees who
(p) All trades in the shares of the company, minor children did not carry out any trade in have worked tirelessly. We appreciate their
carried out by its directors, executives the shares of the Company during the year, hard work, loyalty and dedication.
and their spouses and minor children is except as noted above.
annexed.
FUTURE OUTLOOK
Details of trading of Shares by Chief Executive, The management is optimistic about
Directors, Chief Financial Officer, Company improvement in economic conditions at
Secretary, Head of Internal Audit, their spouses the macro level and has made significant
and minor children given below: investments in equipment in the current year to
Purchase of Shares: No. of shares enhance capacity and also to further improve
the quality of its products and service. The
Chief Executive Officer NIL
Company is committed to increase sales by
Directors 2,600
focusing on volumetric growth and improve
Chief Financial Officer NIL
profitability through cost efficiencies and
Company Secretary NIL
product mix management.
Head of Internal Audit NIL
Spouse NIL
Minor Children NIL
50
Mr. Mujeeb Rashid joined the Marketing Department of Packages in 1970 and held
various offices in Group Companies during his tenure ranging from Managing
Director, Nestle Lanka Ltd to Managing Director Tri-Pack Films Limited eventually
rejoining Packages in 2001 as Deputy General Manager. He took over as General
Manager in 2004 and retired in 2008 focusing on creating value by leading and
directing the talents and efforts of employees towards high performance levels.
MUJEEB
RASHID
ANNUAL
REPORT
2017
51
52
ANNUAL
REPORT
2017
53
54
ANNUAL
REPORT
2017
55
Syed Aslam Mehdi has a Master’s degree in Business Administration from
Institute of Business Administration, Karachi and joined the Company in 1980 as a
management trainee in Sales eventually becoming Managing Director of Packages
Lanka in 1999. He returned in 2004 as Deputy General Manager and was sent to
Kasur as Project Director for the new setup Bulleh Shah Paper Mills in 2007. He
became General Manager in 2008, subsequently shifting to Tri Pack Films Limited
as Managing Director in 2014 and is currently acting in the capacity of Managing
Director of Bulleh Shah Packaging (Private) Limited since 2016.
SYED
ASLAM
MEHDI
56
SHAREHOLDERS’
INFORMATION
REGISTERED OFFICE CONTACT PERSONS
4 Floor, The Forum
th
Mr. S.M. Munawar Moosvi
Suite # 416-422, G-20, Block 9 Tel. # 92 21 35831618 / 35831664 / 35833011 / 35874047 – 49 /
Khayaban-e-Jami, Clifton 35378650-51
Karachi-75600 Fax # 92 21 35860251
Tel. # 92 21 35831618 / 35831664 / 35833011 / 35874047 – 49 /
Mr. Ovais Khan
35378650-51
Tel. # 92 21 34380101-5 / 34384621-3
Fax # 92 21 35860251
Fax # 92 21 34380106
SHARES REGISTRAR
SERVICE STANDARDS
FAMCO Associates (Pvt.) Ltd Packages has always endeavored to provide investors with prompt
8-F, Next to Hotel Faran services. Listed below are various investor services and the maximum
Nursery, Block 6, P.E.C.H.S., time limits set for their execution:
Shahrah-e-Faisal Karachi-75400
Tel. # 92 21 34380101-2 For requests received
Over the counter
Fax # 92 21 34380106 through post
LISTING FEES Issue of revalidated dividend warrants 5 days after receipt 5 days after receipt
The annual listing fee for the financial year 2017-18 has been paid to the Change of address 2 days after receipt 2 days after receipt
stock exchange within the prescribed time limit.
Well qualified personnel of the Shares Registrar have been entrusted with
STOCK CODE the responsibility of ensuring that services are rendered within the set
time limits.
The stock code for dealing in equity shares of Packages at the Stock
Exchange is PKGS.
STATUTORY COMPLIANCE
SHARES REGISTRAR During the year, the company has complied with all applicable provisions,
filed all returns/ forms and furnished all the relevant particulars as
Packages’ shares department is operated by FAMCO Associates (Pvt.)
required under the Companies Act, 2017 and allied rules, the Securities
Ltd and serves around 4,493 shareholders. It is managed by a well-
and Exchange Commission of Pakistan (SECP) Notifications/Circulars and
experienced team of professionals and is equipped with the necessary
the Listing requirements.
infrastructure in terms of computer facilities and comprehensive set of
systems and procedures for conducting the Registration function.
DEMATERIALISATION OF SHARES
The Shares Registrar has online connectivity with Central Depository The equity shares of the company are under the dematerialization
Company of Pakistan Limited. It undertakes activities pertaining to category. As of date 73.6% of the equity shares of the company have
dematerialization of shares, share transfers, transmissions, issue of been dematerialized by the shareholders.
duplicate/re-validated dividend warrants, issue of duplicate/ replaced
share certificates, change of address and other related matters.
2017
57
SHAREHOLDERS’
INFORMATION
• to the preference share/convertible stock holder (International WITHHOLDING OF TAX & ZAKAT
Finance Corporation) at the rate of Rs. 29.077 (15.304%) per ON ORDINARY DIVIDEND
preference share/convertible stock of Rs. 190.00 in terms of
As per the provisions of Section 150 of the Income Tax Ordinance, 2001,
the Subscription Agreement between Packages Limited and
Income Tax is deductible at source on dividend payable by the company
International Finance Corporation (2016: 12.893% or Rs. 24.497
at the rate of 15.0% for filers of income tax returns, wherever applicable,
per preference share/convertible stock of Rs. 190.00).
and at the rate of 20.0% for non-filers of income tax returns.
INVESTORS’ GRIEVANCES
BOOK CLOSURE DATES
To date none of the investors or shareholders has filed any letter
The Register of Members and Share Transfer Books of the company will
of complaint against any service provided by the company to its
remain closed from April 12, 2018 to April 19, 2018 both days inclusive.
shareholders.
Ordinary dividend declared and approved at the Annual General Meeting GENERAL MEETINGS & VOTING RIGHTS
shall be paid in terms of Section 242 of the Companies Act, 2017/ Pursuant to Section 132 of the Companies Act, 2017, Packages Limited holds
Companies (Distribution of Dividends) Regulations, 2017: a General Meeting of shareholders at least once a year. Every shareholder has a
right to attend the General Meeting. The notice of such meeting is sent to all the
• For shares held in physical form: to shareholders whose names shareholders at least 21 days before the meeting and also advertised in at least
appear in the Register of Members of the company after entertaining one English and one Urdu newspaper having circulation in Karachi, Lahore and
all requests for transfer of shares lodged with the company on or Islamabad.
before the book closure date.
966
1,000 4,500
898 897 905
890
900 845 4,000
3,887
798
5,872
5,872
1,546
1,469
1,500
300
2,963
1,250
1,482 1,108
2,700
2,700
1,306
1,000
2,729
2,729
200
2,300
2,300
943 598
745
100 500 411
0 0
Jul
Jun
Jan
Mar
May
Aug
Apr
Jul
Sep
Nov
Jun
Dec
Jan
Mar
Feb
May
Aug
Oct
Apr
Nov
Sep
Dec
Feb
Oct
Highest Lowest
58
Shareholders having holding of at least 10% of voting rights may also apply to the can appoint another person as his/her proxy to attend and vote instead of him/her.
board of directors to call for meeting of shareholders, and if board does not take Every notice calling a general meeting of the company contains a statement that a
action on such application within 21 days, the shareholders may themselves call shareholder entitled to attend and vote is entitled to appoint a proxy. A proxy may
the meeting. not be a member of the company.
All ordinary shares issued by the company carry equal voting rights. Generally, The instrument appointing a proxy (duly signed by the shareholder appointing that
matters at the general meetings are decided by a show of hands in the first proxy) should be deposited at the office of the company not less than forty-eight
instance. Voting by show of hands operates on the principle of “One Member-One hours before the meeting.
Vote”. If majority of shareholders raise their hands in favor of a particular resolution,
it is taken as passed, unless a poll is demanded. WEB PRESENCE
Updated information regarding the company can be accessed at Packages website,
Since the fundamental voting principle in a company is “One Share-One Vote”,
www.packages.com.pk. The website contains the latest financial results of the
voting takes place by a poll, if demanded. On a poll being taken, the decision
company together with company’s profile, the corporate philosophy and major
arrived by poll is final, overruling any decision taken on a show of hands.
products.
750 900
700 840
727.90
850.05
82.72
650 780
600 720
583.78
550 660
678.29
560.68
500 600
525.88
582.11
450 540
479.78
400 480
509.83
350 420
343.89
300 360
250 300
200 240
272.63
150 180
100 120
151.16
50 60
0 0
2012 2013 2014 2015 2016 2017 2012 2013 2014 2015 2016 2017
59
PATTERN OF SHAREHOLDING
The shareholding pattern of the equity share capital of the Company as at December 31, 2017 is as follows:
60
INFORMATION
AS REQUIRED UNDER THE CODE OF CORPORATE GOVERNANCE
Number of Number of
Shareholders’ category shareholders shares held
2017
61
INFORMATION
AS REQUIRED UNDER THE CODE OF CORPORATE GOVERNANCE
Number of Number of
Shareholders’ category shareholders shares held
iii. Directors and their spouse(s) and minor children (name wise details)
MR. ASGHAR ABBAS 1 100
MR. IMRAN KHALID NIAZI 1 100
MR. MUHAMMAD AURANGZEB 1 500
MR. SHAMIM AHMAD KHAN 1 603
SYED SHAHID ALI 1 2,000
SYED ASLAM MEHDI 1 9,781
SYED HYDER ALI 1 2,287,175
MR. TARIQ IQBAL KHAN 1 6,000
MR. TOWFIQ HABIB CHINOY 1 56,871
MRS. AZRA TARIQ W/O MR. TARIQ IQBAL KHAN 1 4,100
Total: 10 2,367,230
vii. Shareholders Holding five percent or more Voting Rights in the Listed
Company (name wise details)
IGI INSURANCE LIMITED 1 21,133,101
STORA ENSO AB 1 5,396,650
Total : 2 26,529,751
62
No. of No. of
Shareholders’ category shareholders shares Percentage
7 General Public:
ANNUAL
REPORT
2017
63
STATEMENT OF COMPLIANCE
WITH THE CODE OF CORPORATE GOVERNANCE FOR THE YEAR ENDED DECEMBER 31, 2017
This statement is being presented to comply with the Code of Corporate complete record of particulars of significant policies along with the
Governance (the “Code”) contained in Listing Regulation No.5.19 of dates on which they were approved or amended has been maintained.
the Pakistan Stock Exchange Limited for the purpose of establishing a
framework of good governance, whereby a listed company is managed in 7. All the powers of the Board have been duly exercised and decisions
compliance with the best practices of corporate governance. on material transactions, including appointment and determination of
remuneration and terms and conditions of employment of the CEO,
The Company has applied the principles contained in the Code in the other Executive and Non-Executive Directors, have been taken by the
following manner: Board.
1. The Company encourages representation of independent non- 8. The meetings of the Board were presided over by the Chairman and,
executive directors and directors representing minority interests on in his absence, by a Director elected by the Board for this purpose
its Board of Directors. At present the Board includes and the Board met at least once in every quarter. Written notices of
the Board meetings, along with agenda and working papers, were
Category Names circulated at least seven days before the meetings. The minutes of the
meetings were appropriately recorded and circulated.
Independent Director Mr. Muhammad Aurangzeb
9. The Company arranged one orientation course for its Directors during
Executive Directors Syed Hyder Ali
the year to apprise them of their duties and responsibilities.
Mr. Asghar Abbas
During the year, Mr. Imran Khalid Niazi attended the Directors
Non-Executive Directors Syed Aslam Mehdi
Training Program conducted by the Institute of Chartered Accountants
Mr. Imran Khalid Niazi
of Pakistan. Only Mr. Muhammad Aurangzeb, who is a non-resident
Mr. Josef Meinrad Mueller
director, has yet to undergo certification under the Directors Training
Syed Shahid Ali
Program. The remaining directors have either obtained certification
Mr. Shamim Ahmad Khan
under the Directors Training Program or have minimum of 14 years
Mr. Tariq Iqbal Khan
of education and 15 years or more experience on the boards of
Mr. Towfiq Habib Chinoy
listed companies, and hence are exempt from the Directors Training
Program.
The independent director meets the criteria of independence under
clause 5.19.1(b) of the Code.
10. The Board had approved appointment of CFO, Company Secretary
and Head of Internal Audit, including their remuneration and terms
2. The Directors have confirmed that none of them is serving as
and conditions of employment. No new appointments of CFO,
a director on more than seven listed companies, including this
Company Secretary and Head of Internal Audit have been made
Company (excluding the listed subsidiaries of listed holding
during the year.
companies).
11. The Directors’ Report for this year has been prepared in compliance
3. All the resident directors of the Company are registered as taxpayers
with the requirements of the Code and fully describes the salient
and none of them has defaulted in payment of any loan to a banking
matters required to be disclosed.
company, a DFI or an NBFI or, being a Broker of a stock exchange,
has been declared as a defaulter by that stock exchange.
12. The financial statements of the Company were duly endorsed by CEO
and CFO before approval of the Board.
4. A casual vacancy that occurred on the Board on January 25, 2017
was filled up by the Directors on the same day.
13. The Directors, CEO and executives do not hold any interest in the
shares of the Company other than that disclosed in the pattern of
5. The Company has prepared a “Code of Conduct” and has ensured
shareholding.
that appropriate steps have been taken to disseminate it throughout
the Company along with its supporting policies and procedures.
14. The Company has complied with all the corporate and financial
reporting requirements of the Code.
6. The Board has developed a Vision/Mission Statement, overall
corporate strategy and significant policies of the Company. A
64
15. The Board has formed an Audit Committee. It comprises of six 21. The ‘closed period’, prior to the announcement of interim / final
members, including one Independent Director and five Non-Executive results, and business decisions, which may materially affect the
Directors, including the Chairman. market price of the Company’s securities, was determined and
intimated to Directors, employees and stock exchange.
16. The meetings of the Audit Committee were held at least once every
quarter prior to approval of interim and final results of the Company, 22. Material/price sensitive information has been disseminated among all
as required by the Code. The terms of reference of the Committee market participants at once through stock exchange.
have been formed and advised to the Committee for compliance.
23. The Company has complied with the requirements relating to
17. The Board has formed a Human Resource and Remuneration maintenance of register of persons having access to inside
Committee. It comprises of five members, of whom four are Non- information by designated senior management officer in a timely
Executive Directors, including the Chairman. The terms of reference manner and maintained proper record including basis for inclusion or
of the Committee have been formed and advised to the Committee for exclusion of names of persons from the said list.
compliance.
24. We confirm that all other material principles enshrined in the Code
18. The Board has set up an effective internal audit function manned by have been complied with.
suitably qualified and experienced personnel for the purpose and are
conversant with the policies and procedures of the Company.
19. The statutory auditors of the Company have confirmed that they
have been given a satisfactory rating under the quality control review
program of the ICAP, that they or any of the partners of the firm, their
spouses and minor children do not hold shares of the Company and
that the firm and all its partners are in compliance with International
Federation of Accountants (IFAC) guidelines on code of ethics as
adopted by the ICAP.
(Syed Hyder Ali) (Asghar Abbas)
20. The statutory auditors or the persons associated with them have not Chief Executive & Managing Director Director
been appointed to provide other services except in accordance with
the listing regulations and the auditors have confirmed that they have Lahore, February 28, 2018
observed IFAC guidelines in this regard.
ANNUAL
REPORT
2017
65
REVIEW REPORT TO THE MEMBERS
ON THE STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE
We have reviewed the enclosed Statement of Compliance with the best practices contained in the Code of Corporate Governance (the ‘Code’) prepared by the
Board of Directors of Packages Limited (the ‘Company’) for the year ended December 31, 2017, to comply with the requirements of clause No. 5.19 of the
Regulations of the Pakistan Stock Exchange Limited where the Company is listed.
The responsibility for compliance with the Code is that of the Board of Directors of the Company. Our responsibility is to review, to the extent where such
compliance can be objectively verified, whether the Statement of Compliance reflects the status of the Company’s compliance with the provisions of the Code
and report if it does not and to highlight any non-compliance with the requirements of the Code. A review is limited primarily to inquiries of the Company’s
personnel and review of various documents prepared by the Company to comply with the Code.
As a part of our audit of the financial statements, we are required to obtain an understanding of the accounting and internal control systems sufficient to plan
the audit and develop an effective audit approach. We are not required to consider whether the Board of Directors’ statement on internal control covers all risks
and controls or to form an opinion on the effectiveness of such internal controls, the Company’s corporate governance procedures and risks.
The Code requires the Company to place before the Audit Committee, and upon recommendation of the Audit Committee, place before the Board of Directors
for their review and approval, its related party transactions distinguishing between transactions carried out on terms equivalent to those that prevail in
arm’s length transactions and transactions which are not executed at arm’s length price and recording proper justification for using such alternate pricing
mechanism. We are only required and have ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board
of Directors upon recommendation of the Audit Committee. We have not carried out any procedures to determine whether the related party transactions were
undertaken at arm’s length price or not.
Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does not appropriately reflect the
Company’s compliance, in all material respects, with the best practices contained in the Code as applicable to the Company for the year ended December
31, 2017.
.
66
Mr. Rizwan Ghani joined the Company in 1982 after completing post-graduate
diploma in Business Studies from United Kingdom. He rose through the ranks
eventually becoming Managing Director of Packages Lanka (Private) Limited and
returning as Deputy General Manager in 2013. He took over from Syed Aslam Mehdi
in 2014 and retired as General Manager of Packages Limited in 2016.
RIZWAN
GHANI
ANNUAL
REPORT
2017
67
AUDITORS’ REPORT TO
THE MEMBERS
We have audited the annexed balance sheet of Packages Limited (the ‘Company’) as at December 31, 2017 and the related profit and loss account, statement
of comprehensive income, 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 account 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, statement
of comprehensive income, 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, 2017 and of the profit, total comprehensive income, cash
flows and its changes in equity for the year then ended; and
(d) in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980, was deducted by the Company and deposited in the Central Zakat
Fund established under section 7 of that Ordinance.
68
FINANCIAL
STATEMENTS
For the year ended December 31, 2017
ANNUAL
REPORT
2017
69
BALANCE SHEET
as at December 31, 2017
73,888,833 62,147,841
70
(Rupees in thousand) Note 2017 2016
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 16 5,184,739 4,260,139
Investment properties 17 134,696 133,179
Intangible assets 18 4,688 9,866
Investments 19 60,166,443 50,077,782
Long term loans and deposits 20 18,204 25,958
65,508,770 54,506,924
CURRENT ASSETS
Stores and spares 21 422,218 402,146
Stock-in-trade 22 1,954,668 1,768,706
Trade debts 23 2,392,215 2,171,966
Loans, advances, deposits, prepayments and other receivables 24 728,868 1,081,622
Income tax receivable 25 2,699,887 2,125,865
Cash and bank balances 26 182,207 90,612
8,380,063 7,640,917
73,888,833 62,147,841
2017
71
PROFIT AND LOSS ACCOUNT
for the year ended December 31, 2017
72
STATEMENT OF COMPREHENSIVE INCOME
for the year ended December 31, 2017
Profit for the year 6,216,298 5,595,729
Changes in fair value of available for sale financial assets 19.3 9,123,085 4,379,097
Other comprehensive income for the year - net of tax 8,944,481 4,352,733
Total comprehensive income for the year 15,160,779 9,948,462
2017
73
STATEMENT OF CHANGES IN EQUITY
for the year ended December 31, 2017
Issued, subscribed Reserves Capital
and and
paid up capital Capital reserves Revenue reserves reserves
Preference
Ordinary shares / Capital
share convertible Share Fair value redemption General Un-appropriated
(Rupees in thousand) capital stock reserve premium reserve reserve reserve profit Total
Balance as on January 01, 2016 883,795 1,309,682 3,588,769 24,479,228 – 13,810,333 3,714,566 47,786,373
Appropriation of funds
Transfer to general reserve – – – – – 1,500,000 (1,500,000) –
Transaction with preference shareholder
Redemption of preference shares / convertible stock
(8,500,000 preference shares of Rs. 190 each) - note 6.3 – (629,412) – – 1,615,000 – (4,709,181) (3,723,593)
Total transactions with owners, recognised directly in equity
Final dividend for the year ended December 31, 2015
Rs. 15.00 per share – – – – – – (1,340,693) (1,340,693)
Conversion of preference shares / convertible stock into ordinary share
capital (1,000,000 ordinary shares of Rs. 10 each) 10,000 (74,048) 177,969 – – – – 113,921
10,000 (74,048) 177,969 – – – (1,340,693) (1,226,772)
Total comprehensive income / (loss) for the year ended
December 31, 2016
Profit for the year – – – – – – 5,595,729 5,595,729
Other comprehensive income / (loss) for the year – – – 4,379,097 – – (26,364) 4,352,733
– – – 4,379,097 – – 5,569,365 9,948,462
Balance as on December 31, 2016 893,795 606,222 3,766,738 28,858,325 1,615,000 15,310,333 1,734,057 52,784,470
Appropriation of funds
Transfer from general reserve – – – – – (1,000,000) 1,000,000 –
Transaction with preference shareholders
Participating dividend on preference shares - note 35 – – – – – – (45,000) (45,000)
Total transactions with owners, recognised directly in equity
Final dividend for the year ended December 31, 2016
Rs. 25.00 per share – – – – – – (2,234,487) (2,234,487)
Total comprehensive income / (loss) for the year ended
December 31, 2017
Profit for the year – – – – – – 6,216,298 6,216,298
Other comprehensive income / (loss) for the year – – – 9,123,085 – – (178,604) 8,944,481
– – – 9,123,085 – – 6,037,694 15,160,779
Balance as on December 31, 2017 893,795 606,222 3,766,738 37,981,410 1,615,000 14,310,333 6,492,264 65,665,762
74
CASH FLOW STATEMENT
for the year ended December 31, 2017
2017
75
NOTES TO AND FORMING PART OF
THE FINANCIAL STATEMENTS
for the year ended December 31, 2017
1. Legal status and nature of business
Packages Limited (the ‘Company’) is a public limited company incorporated in Pakistan and is listed on Pakistan Stock Exchange Limited.
It is principally engaged in the manufacture and sale of packaging materials and tissue products. The registered office of the Company is
situated at 4th floor, the Forum, Suite No. 416 - 422, G-20, Block 9, Khayaban-e-Jami, Clifton, Karachi, Pakistan. Head office and factory
is located at Shahrah-e-Roomi, P.O. Amer Sidhu, Lahore, Pakistan.
The Company also holds investments in companies engaged in the manufacture and sale of inks, flexible packaging material, paper,
paperboard and corrugated boxes, biaxially oriented polypropylene (‘BOPP’) film and cast polypropylene (‘CPP’) film, production and sale
of ground calcium carbonate products, and companies engaged in insurance, power generation and real estate business.
These financial statements are the separate financial statements of the Company. Consolidated financial statements are prepared
separately.
2. Basis of preparation
2.1 Statement of compliance
These financial statements have been prepared in accordance with approved accounting standards as applicable in Pakistan. During
the year, the Companies Ordinance, 1984 (hereinafter referred to as the ‘Ordinance’) has been repealed after the enactment of the
Companies Act, 2017. However, as allowed by the Securities and Exchange Commission of Pakistan (‘SECP’) vide Circular No. 23/2017
dated October 4, 2017 and further clarified by the Institute of Chartered Accountants of Pakistan through its Circular No. 17/2017
dated October 6, 2017, companies whose financial year, closes on or before December 31, 2017, shall prepare financial statements in
accordance with the provisions of the repealed Ordinance. Accordingly, these financial statements have been prepared in accordance
with the requirements of the International Financial Reporting Standards (‘IFRSs’) issued by the International Accounting Standards Board
(‘IASB’) as are notified under the repealed Ordinance, provisions of and directives issued under the repealed Ordinance. Wherever the
requirements of the repealed Ordinance or directives issued by SECP differ with the requirements of IFRSs, the requirements of the
repealed Ordinance or the requirements of the said directives prevail.
2.2 Initial application of standards, amendments or an interpretation to existing standards
The following amendments to existing standards have been published that are applicable to the Company’s financial statements covering
annual periods, beginning on or after the following dates:
2.2.1 Standards, amendments to published standards and interpretations that are effective in the current year
Certain standards, amendments and interpretations to approved accounting standards are effective for accounting periods beginning on
January 1, 2017 but are considered not to be relevant or to have any significant effect on the Company’s operations (although they may
affect the accounting for future transactions and events) and are, therefore, not detailed in these financial statements, except for the
following:
International Accounting Standard (‘IAS’) 7, ‘Cash flow statements: Disclosure initiative’ (effective for periods beginning on or after January
1, 2017). This amendment requires disclosure to explain changes in liabilities for which cash flows have been, or will be classified as
financing activities in the statement of cash flows. The amendment only covers balance sheet items for which cash flows are classified
as financing activities. In case other items are included within the reconciliation, the changes in liabilities arising from financing activities
will be identified separately. A reconciliation of the opening to closing balance is not specifically required but instead the information can
be provided in other ways. In the first year of adoption, comparative information need not be provided. The Company’s current accounting
treatment is already in line with the requirements of this standard.
‘Equity method in separate financial statements – Amendments to IAS 27’ (effective for periods beginning on or after January 1, 2017).
These amendments have allowed entities to use the equity method in their separate financial statements to measure investments in
subsidiaries, joint ventures and associates. IAS 27 previously allows entities to measure their investments in subsidiaries, joint ventures
and associates either at cost or as a financial asset in their separate financial statements. The amendments introduce the equity method
as a third option. The election can be made independently for each category of investment (subsidiaries, joint ventures and associates).
Entities wishing to change to the equity method must do so retrospectively. The Company has elected to measure its investments in
subsidiaries, joint ventures and associates at cost in its separate financial statements, which has been followed earlier.
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2.2.2 Standards, amendments and interpretations to existing standards that are not yet effective and have not been early
adopted by the Company
There are certain standards, amendments to approved accounting standards and interpretations that are mandatory for the Company’s
accounting periods beginning on or after January 1, 2018, but are considered not to be relevant or to have any significant effect on the
Company’s operations and are, therefore, not detailed in these financial statements, except for the following:
IFRS 9, ‘Financial instruments’: (effective for periods beginning on or after January 1, 2018). This standard has been notified by the SECP
to be effective for annual periods beginning on or after July 1, 2018. This standard replaces the guidance in IAS 39, ‘Financial instruments:
Recognition and measurement’. It includes requirements on the classification and measurement of financial assets and liabilities; it also
includes an expected credit losses model that replaces the current incurred loss impairment model. The Company is yet to assess the full
impact of the standard.
IFRS 15, ‘Revenue from contracts with customers’: (effective for periods beginning on or after January 1, 2018). This standard has been
notified by the SECP to be effective for annual periods beginning on or after July 1, 2018. This standard deals with revenue recognition
and establishes principles for reporting useful information to users of the financial statements about the nature, amount, timing and
uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains
control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard
replaces IAS 18, ‘Revenue’, and IAS 11, ‘Construction contracts’, and related interpretations. The Company is yet to assess the full impact
of the standard.
IFRIC 22, ‘Foreign currency transactions and advance consideration’ (effective for periods beginning on or after January 1, 2018). This
IFRIC addresses foreign currency transactions or parts of transactions where there is consideration that is denominated or priced in a
foreign currency. The interpretation provides guidance for when a single payment/receipt is made as well as for situations where multiple
payments/receipts are made. The guidance aims to reduce diversity in practice. It is unlikely that the interpretation will have any significant
impact on the Company’s financial statements.
Amendments to IAS 40, ‘Investment property’ relating to transfers of investment property (effective for periods beginning on or after 1
January 2018). These amendments clarify that to transfer to, or from, investment properties there must be a change in use. To conclude if
a property has changed use, there should be an assessment of whether the property meets the definition. This change must be supported
by evidence. It is unlikely that the interpretation will have any significant impact on the Company’s financial statements.
IFRS 16, ‘Leases’: (effective for periods beginning on or after January 1, 2019). However, this standard is yet to be notified by the SECP.
This standard replaces the current guidance in IAS 17, ‘Leases’ and is a far reaching change in accounting by lessees in particular. Under
IAS 17, lessees were required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance
sheet). IFRS 16 now requires lessees to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually
all lease contracts. The IASB has included an optional exemption for certain short-term leases and leases of low-value assets; however,
this exemption can only be applied by lessees. For lessors, the accounting stays almost the same. However, as the IASB has updated the
guidance on the definition of a lease (as well as the guidance on the combination and separation of contracts), lessors will also be affected
by the new standard. At the very least, the new accounting model for lessees is expected to impact negotiations between lessors and
lessees. The Company is yet to assess the full impact of this standard.
IFRIC 23, ‘Uncertainty over income tax treatments’: (effective for periods beginning on or after 1 January 2019). This IFRIC clarifies
how the recognition and measurement requirements of IAS 12 ‘Income taxes’, are applied where there is uncertainty over income tax
treatments. The IFRIC explains how to recognise and measure deferred and current income tax assets and liabilities where there is
uncertainty over a tax treatment. An uncertain tax treatment is any tax treatment applied by an entity where there is uncertainty over
whether that treatment will be accepted by the tax authority. The IFRIC applies to all aspects of income tax accounting where there is an
uncertainty regarding the treatment of an item, including taxable profit or loss, the tax bases of assets and liabilities, tax losses and credits
and tax rates. The Company is yet to assess the full impact of the interpretation.
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REPORT
2017
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3. Basis of measurement
3.1 These financial statements have been prepared under the historical cost convention except for certain financial instruments which are
carried at fair values and certain employee retirement benefits which are carried at present value.
3.2 Critical accounting estimates and judgements
The Company’s significant accounting policies are stated in note 4. Not all of these significant policies require the management to make
difficult, subjective or complex judgments or estimates. The following is intended to provide an understanding of the policies that the
management considers critical because of their complexity, judgment and estimation involved in their application and impact on these
financial statements. Judgments and estimates are continually evaluated and are based on historical experience, including expectations of
future events that are believed to be reasonable under the circumstances. These judgments involve assumptions or estimates in respect
of future events and the actual results may differ from these estimates. The areas involving a higher degree of judgments or complexity,
or areas where assumptions and estimates are significant to the financial statements are as follows:
i) Estimated useful lives and residual values of property, plant and equipment - note 4.2 & 16
ii) Employee retirement and other service benefit obligations- note 4.8, 9 & 10
iii) Provision for taxation - note 4.1, 8, 25 & 34
4. Significant accounting policies
The significant accounting policies adopted in the preparation of these financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
4.1 Taxation
Income tax expense comprises current and deferred tax. SECP vide its certificate dated December 14, 2017, has registered the Company
and its wholly-owned subsidiary Bulleh Shah Packaging (Private) Limited (‘BSPPL’) (together the ‘Group’) as a Group and has also, vide
its certificate dated January 1, 2018, designated the Group for the purpose of group taxation under Section 59AA of the Income tax
Ordinance, 2001. Consequently, the Group will now be taxed as one fiscal unit for the tax year 2018.
Current
Provision for current tax is based on the taxable income for the year determined in accordance with the prevailing law for taxation of
income. The charge for current tax is calculated using prevailing tax rates or tax rates expected to apply to the profit for the year, if enacted.
The charge for current tax also includes adjustments, where considered necessary, to provision for taxation made in previous years arising
from assessments framed during the year for such years.
Deferred
Deferred tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences
between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation
of the taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits shall be available against which the deductible temporary differences,
unused tax losses and tax credits can be utilised.
Deferred tax is calculated at the rates that are expected to apply to the period when the differences reverse, based on tax rates that have
been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the profit and loss account, except
in the case of items credited or charged to other comprehensive income or equity in which case it is included in other comprehensive
income or equity.
Group taxation adjustments
Current and deferred taxes based on the consolidated results of the Group are allocated within the Group on the basis of separate return
method, modified for determining realisibility of tax credits and tax losses which are assessed at Group level. Any adjustments in the
current and deferred taxes of the Company on account of group taxation are credited or charged to profit and loss account in the year in
which they arise.
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4.2 Property, plant and equipment
4.2.1 Operating fixed assets
4.2.1.1 Owned assets
Owned assets, except freehold land, are stated at cost less accumulated depreciation and any identified impairment loss. Freehold land is
stated at cost less any identified impairment loss. Cost in relation to certain plant and machinery signifies historical cost, gains and losses
transferred from equity on qualifying cash flow hedges as referred to in note 4.16 and borrowing costs as referred to in note 4.14. Cost
includes expenditure that is directly attributable to the acquisition of the asset.
Depreciation on all owned assets is charged to profit and loss account on straight-line method so as to write off the depreciable amount
of an asset over its estimated useful life at the following annual rates:
Buildings 2.50% to 20.00%
Plant and machinery 6.25% to 50.00%
Other equipments 6.67% to 33.33%
Furniture and fixtures 10.00% to 33.33%
Vehicles 20.00%
The assets’ residual values and useful lives are reviewed, at each financial year end, and adjusted if impact on depreciation is significant.
The Company’s estimate of the residual values and useful lives of its owned assets as at December 31, 2017 has not required any
adjustment as its impact is considered insignificant.
Depreciation on additions to owned assets is charged from the month in which an asset is acquired or capitalised while no depreciation
is charged for the month in which the asset is disposed off.
The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If such indication exists,
the carrying amounts of such assets are reviewed to assess whether they are recorded in excess of their recoverable amount. Where
carrying amounts exceed the respective recoverable amount, assets are written down to their recoverable amounts and the resulting
impairment loss is recognised in profit and loss account. The recoverable amount is the higher of an asset’s fair value less costs to sell
and value in use. Where an impairment loss is recognised, the depreciation charge is adjusted in the future periods to allocate the asset’s
revised carrying amount over its estimated useful life.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item shall flow to the Company and the cost of the item can be measured reliably. All
other repair and maintenance costs are charged to profit and loss account during the period in which they are incurred.
The gain or loss on disposal or retirement of an asset represented by the difference between the sale proceeds and the carrying amount
of the asset is recognised as an income or expense.
4.2.1.2 Assets subject to finance lease
Assets acquired under a finance lease are depreciated over the estimated useful life of the asset on a straight-line method at the rate of
20.00% per annum. Depreciation of leased assets is charged to profit and loss account.
Residual values and the useful lives of leased assets are reviewed at each financial year end and adjusted if impact on depreciation is
significant. The Company’s estimate of the residual values and useful lives of its leased assets as at December 31, 2017 has not required
any adjustment as its impact is considered insignificant.
4.2.2 Capital work-in-progress
Capital work-in-progress is stated at cost less any identified impairment loss. All expenditure connected with specific assets incurred
during installation and construction period are carried under capital work-in-progress. These are transferred to owned assets as and when
ANNUAL
these are available for use. REPORT
2017
79
4.2.3 Major spare parts and stand-by equipment
Major spare parts and stand-by equipment qualify as property, plant and equipment when the Company expects to use them for more
than one year. Transfers are made to relevant owned assets category as and when such items are available for use.
4.3 Investment properties
Property not held for own use or for sale in the ordinary course of business is classified as investment property. The investment properties
of the Company comprise land and buildings. The investment properties, except freehold land, are stated at cost less accumulated
depreciation and any identified impairment losses. Freehold land is stated at cost less any identified impairment loss.
Depreciation on buildings is charged to profit and loss account on straight-line method so as to write off the depreciable amount of
building over its estimated useful life at the rates ranging from 2.50% to 10.00% per annum. Depreciation on additions to investment
properties is charged from the month in which a property is acquired or capitalised while no depreciation is charged for the month in which
the property is disposed off.
The assets’ residual values and useful lives are reviewed, at each financial year end, and adjusted if impact on depreciation is significant.
The Company’s estimate of the residual values and useful lives of its investment properties as at December 31, 2017 has not required
any adjustment as its impact is considered insignificant.
The Company assesses at each balance sheet date whether there is any indication that investment properties may be impaired. If such
indication exists, the carrying amounts of such assets are reviewed to assess whether they are recorded in excess of their recoverable
amount. Where carrying amounts exceed the respective recoverable amount, assets are written down to their recoverable amount and the
resulting impairment loss is recognised in profit and loss account. The recoverable amount is the higher of an asset’s fair value less costs
to sell and value in use. Where an impairment loss is recognised, the depreciation charge is adjusted in the future periods to allocate the
asset’s revised carrying amount over its estimated useful life.
The gain or loss on disposal or retirement of an asset represented by the difference between the sale proceeds and the carrying amount
of the asset is recognised as an income or expense.
4.4 Intangible assets
Expenditure incurred to acquire computer software, SAP Enterprise Resource Planning (‘ERP’) System and develop websites are capitalised
as intangible assets and stated at cost less accumulated amortisation and any identified impairment loss. Intangible assets are amortised
using the straight-line method over their estimated useful lives at the rates ranging from 14.00% to 33.00%.
Costs associated with maintaining intangible assets are recognised as an expense as incurred. Development costs that are directly
attributable to the design and testing of identifiable and unique software products controlled by the Company are recognised as intangible
assets when the following criteria are met:
- it is technically feasible to complete the intangible asset so that it will be available for use;
- management intends to complete the intangible asset and use or sell it;
- there is an ability to use or sell the intangible asset;
- it can be demonstrated how the intangible asset will generate probable future economic benefits;
- adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available; and
- the expenditure attributable to the intangible asset during its development can be reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously
recognised as an expense are not recognised as an asset in a subsequent period.
Useful lives of intangible assets are reviewed, at each balance sheet date and adjusted if the impact of on amortisation is significant. The
Company’s estimate of the useful lives of its intangible assets as at December 31, 2017 has not required any adjustment as its impact is
considered insignificant.
80
Amortisation on additions to intangible assets is charged from the month in which an asset is acquired or capitalised while no amortisation
is charged for the month in which the asset is disposed off.
The Company assesses at each balance sheet date whether there is any indication that intangible assets may be impaired. If such
indication exists, the carrying amounts of such assets are reviewed to assess whether they are recorded in excess of their recoverable
amount. Where carrying amounts exceed the respective recoverable amount, assets are written down to their recoverable amounts and
the resulting impairment loss is recognised in profit and loss account. The recoverable amount is the higher of an asset’s fair value less
costs to sell and value in use. Where an impairment loss is recognised, the amortisation charge is adjusted in the future periods to allocate
the asset’s revised carrying amount over its estimated useful life.
4.5 Leases
(1) The Company is the lessee:
Finance leases
Leases where the Company has substantially all the risks and rewards of ownership are classified as finance leases. At inception, finance
leases are capitalised at the lower of present value of minimum lease payments under the lease agreements and the fair value of the
assets.
The related rental obligations, net of finance charges, are included in liabilities against assets subject to finance lease as referred to in
note 7. The liabilities are classified as current and long term depending upon the timing of the payment.
Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the balance outstanding.
The interest element of the rental is charged to profit and loss account over the lease term.
Operating leases
Leases, including Ijarah financing, where a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to
profit and loss account on a straight-line basis over the lease / Ijarah term unless another systematic basis is representative of the time
pattern of the Company’s benefit.
(2) The Company is the lessor:
Operating leases
Assets leased out under operating leases are included in investment properties as referred to in note 17. They are depreciated over their
expected useful lives on a basis consistent with similar owned property, plant and equipment. Rental income (net of any incentives given
to lessees) is recognised on a straight-line basis over the lease term.
4.6 Investments
Investments intended to be held for less than twelve months from the balance sheet date or to be sold to raise operating capital, are
included in current assets, all other investments are classified as non-current. Management determines the appropriate classification of
its investments at the time of the purchase and re-evaluates such designation on a regular basis.
4.6.1 Investments in equity instruments of subsidiaries, associates and joint ventures
Investments in subsidiaries, associates and joint ventures are measured at cost less any identified impairment loss in the Company’s
separate financial statements. Cost represents the fair value of the consideration given, including any transaction costs paid, by the
Company at the time of purchase of such equity instruments. Cost in relation to investments made in foreign currency is determined
by translating the consideration paid in foreign currency into Pak Rupees at exchange rate prevailing on the date of transaction. In case
of an increase in the investment in a subsidiary, associate or joint venture, the accumulated cost represents the carrying value of the
investment. This is also applicable if the additional investment in an associate or joint venture results in becoming a subsidiary.
ANNUAL
REPORT
2017
81
At each balance sheet date, the Company reviews the carrying amounts of the investments in subsidiaries, associates and joint ventures
to assess whether there is any indication that such investments have suffered an impairment loss. If any such indication exists, the
recoverable amount is estimated in order to determine the extent of the impairment loss, if any. The recoverable amount is the higher
of an asset’s fair value less costs to sell and value in use. Impairment losses are recognised as expense in the profit and loss account.
Investments in subsidiaries, associates and joint ventures, that suffered an impairment, are reviewed for possible reversal of impairment
at each reporting date. Impairment losses recognised in the profit and loss account are reversed through the profit and loss account.
The carrying amount of an investment carried at cost is derecognised when it is sold or otherwise disposed of. The difference between the
fair value of any consideration received on disposal and the carrying amount of the investment is recorded in the profit and loss account
as a gain or loss on disposal.
The Company is required to issue consolidated financial statements along with its separate financial statements in accordance with
the requirements of the approved accounting standards. Investments in associates and joint ventures, in the consolidated financial
statements, are being accounted for using the equity method.
4.7 Financial assets
4.7.1 Classification
The Company classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, available-
for-sale and held-to-maturity. The classification depends on the purpose for which the financial assets were acquired. Management
determines the classification of its financial assets at the time of initial recognition.
a) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading and financial assets designated upon initial
recognition as at fair value through profit or loss. A financial asset is classified as held for trading if acquired principally for the purpose of
selling in the short term. Assets in this category are classified as current assets if expected to be settled within twelve months, otherwise,
they are classified as non-current assets.
b) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
They are included in current assets, except for maturities greater than twelve months after the balance sheet date, which are classified
as non-current assets. Loans and receivables comprise trade debts, loans, advances, deposits and other receivables and cash and cash
equivalents in the balance sheet.
c) Available for sale financial assets
Available for sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other
categories. They are included in non-current assets unless management intends to dispose off the investments within twelve months from
the balance sheet date.
The financial assets including investments in associated undertakings where the Company does not have significant influence and that
are intended to be held for an indefinite period of time or may be sold in response to the need for liquidity, are also classified as available-
for-sale.
d) Held to maturity
Financial assets with fixed or determinable payments and fixed maturity, where management has the intention and ability to hold till
maturity are classified as held to maturity and are stated at amortised cost.
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4.7.2 Recognition and measurement
All financial assets are recognised at the time when the Company becomes a party to the contractual provisions of the instrument. Regular
purchases and sales of investments are recognised on trade date; the date on which the Company commits to purchase or sell the asset.
Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit
or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed
in the profit and loss account. Financial assets are derecognised when the rights to receive cash flows from the assets have expired or
have been transferred and the Company has transferred substantially all the risks and rewards of ownership. Available for sale financial
assets and financial assets at fair value through profit or loss are subsequently carried at fair value. For investments having quoted price
in active market, the quoted price represents the fair value. In other cases, fair value is measured using appropriate valuation methodology
and where fair value cannot be measured reliably, these are carried at cost. Loans and receivables and held-to-maturity investments are
carried at amortised cost using the effective interest method.
Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented in
the profit and loss account in the period in which they arise. Dividend income from financial assets at fair value through profit or loss is
recognised in the profit and loss account when the Company’s right to receive payments is established.
Changes in the fair value of securities classified as available-for-sale are recognised in other comprehensive income. When securities
classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the profit
and loss account as gains and losses from investment securities. Dividends on available for sale equity instruments are recognised in the
profit and loss account when the Company’s right to receive payments is established.
The Company assesses at each balance sheet date whether there is an objective evidence that a financial asset or a group of financial
assets is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss is removed from equity and
recognised in the profit and loss account. Impairment losses recognised in the profit and loss account on equity instruments are not
reversed through the profit and loss account. Impairment testing of trade debts and other receivables is described in note 4.11.
4.7.3 Financial liabilities
All financial liabilities are recognised at the time when the Company becomes a party to the contractual provisions of the instrument.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. Where an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and
the difference in respective carrying amounts is recognised in the profit and loss account.
4.7.4 Offsetting of financial assets and liabilities
Financial assets and liabilities are offset and the net amount is reported in the financial statements only when there is a legally enforceable
right to set off the recognised amount and the Company intends either to settle on a net basis or to realise the assets and to settle the
liabilities simultaneously.
4.8 Employee retirement and other service benefit obligations
Retirement benefits are payable to staff on completion of prescribed qualifying period of service. The main features of the schemes
operated by the Company for its employees are as follows:
4.8.1 Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than the defined contribution plan. The Company’s net obligation in respect
of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in
current and prior periods; that benefit is discounted to determine its present value. The calculation is performed annually by a qualified
actuary using the Projected Unit Credit method.
ANNUAL
REPORT
2017
83
(a) Gratuity plan
There is an approved funded defined benefit gratuity plan for all permanent employees subject to attainment of service of prescribed
minimum period. Monthly contributions are made to this fund on the basis of actuarial recommendations at the rate of 4.5 percent per
annum of basic salaries. The latest actuarial valuation for the gratuity scheme was carried out as at December 31, 2017. The actual return
on plan assets during the year was Rs. 36.179 million (2016: Rs. 37.642 million). The employees of the Company are entitled to gratuity
payments on basis of their service with the Company.
The future contribution rates of these plans include allowances for deficit and surplus. Projected Unit Credit Method, using the following
significant assumptions, is used for valuation of this scheme:
Per annum 2017 2016
Defined contribution plan for active employees hired before January 1, 2016; and
Defined benefit plan for pensioners who have retired on or before December 31, 2012.
In respect of the defined contribution plan, the Company contributes 20% of members’ monthly basic salary to the scheme; whereas, an
employee may or may not opt to contribute 6% of his monthly basic salary to the scheme.
The obligation in respect of the defined benefit plan is determined by the Company appointed actuary at each year end. Any funding gap
identified by the Company appointed actuary is paid by the Company from time to time. The last actuarial valuation was carried out as at
December 31, 2017.
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Per annum 2017 2016
ANNUAL
REPORT
2017
85
4.8.3 Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contribution into a separate entity and will
have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised
as an employee benefit expense in profit and loss account when they are due. Prepaid contributions are recognised as an asset to the
extent that a cash refund or a reduction in future payments is available.
The Company operates a recognised / approved contributory provident fund for its permanent employees. Equal monthly contributions
at the rate of 10.00 percent per annum (2016: 10.00 percent per annum) of basic salaries plus dearness allowance and cost of living
allowance are made by the Company and the employees to the fund.
The nature of contributory pension fund has been explained in note 4.8.1 (b) above.
4.9 Stores and spares
These are valued at weighted average cost except for items in transit which are stated at invoice value plus other charges paid thereon till
the balance sheet date. For items which are slow-moving and/or identified as obsolete, adequate provision is made for any excess book
value over estimated realisable value on a regular basis.
4.10 Stock-in-trade
All stocks except for stock-in-transit are stated at the lower of cost and net realisable value. Cost of raw materials is determined using
the moving average cost method. Cost of work-in-process and finished goods comprises direct production costs such as raw materials,
consumables and labour as well as production overheads such as employee wages, depreciation, maintenance, etc. The production
overheads based on normal operating capacity are measured based on a standard cost method, which is reviewed regularly to ensure
relevant measures of utilisation, production lead time etc.
Stock-in-transit is stated at cost comprising invoice value plus other charges paid thereon till the balance sheet date.
If the expected sales price less completion costs and costs to execute sales (net realisable value) is lower than the carrying amount, a
write-down is recognised for the amount by which the carrying amount exceeds its net realisable value. Provision is made in the financial
statements for obsolete and slow-moving stock-in-trade based on management estimate.
4.11 Trade debts and other receivables
Trade debts and other receivables are recognised initially at invoice amount, which approximates fair value, and subsequently measured
at amortised cost using the effective interest method, less provision for impairment.
A provision for impairment is established when there is objective evidence that the Company will not be able to collect all amounts
due according to the original terms of the receivable. Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade debt is impaired.
The provision is recognised in the profit and loss account. Trade debts, considered irrecoverable, are written off as and when identified.
Subsequent recoveries of amounts previously written off are credited to the profit and loss account.
Exchange gains and losses arising in respect of trade and other receivables in foreign currency are added to the carrying amount of
receivables.
4.12 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, demand deposits, other short term highly liquid investments with original maturities
of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes
in value, and finances under mark-up arrangements. In the balance sheet, finances under mark-up arrangements are included in current
liabilities.
86
4.13 Non-current assets / disposal group held for sale
Non-current assets are classified as assets held-for-sale when their carrying amount is to be recovered principally through a sale
transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less cost to sell.
4.14 Borrowings
Borrowings are recognised initially at fair value (proceeds received), net of transaction costs incurred. Borrowings are subsequently carried
at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the profit and
loss account over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some
or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that
it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised
over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least
twelve months after the balance sheet date.
Finance costs are accounted for on an accrual basis and are shown as accrued finance cost to the extent of the amount remaining unpaid.
4.15 Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method. Exchange gains and losses arising on translation in respect of liabilities in foreign currency are added to the carrying amount of
the respective liabilities.
4.16 Derivative financial instruments
These are initially recorded at cost on the date a derivative contract is entered into and are remeasured to fair value at subsequent
reporting dates. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging
instrument, and if so, the nature of the item being hedged. The Company designates certain derivatives as cash flow hedges.
The Company documents at the inception of the transaction the relationship between the hedging instruments and hedged items, as well
as its risk management objective and strategy for undertaking various hedge transactions. The Company also documents its assessment,
both at hedge inception and on an on-going basis, of whether the derivatives that are used in hedging transactions are highly effective in
offsetting changes in cash flow of hedged items.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in
statement of other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the profit and
loss account.
Amounts accumulated in equity are recognised in profit and loss account in the periods when the hedged item shall effect profit or
loss. However, when the forecast hedged transaction results in the recognition of a non-financial asset or liability, the gains and losses
previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.
4.17 Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of
the Company’s activities, net of discounts and sales tax. The Company recognises revenue when the amount of revenue can be reliably
measured and it is probable that future economic benefits will flow to the Company and specific criteria has been met for each of the
Company’s activities as described below:
ANNUAL
REPORT
2017
87
(i) Sales revenue is recognised at the time the Company has transferred the significant risks and rewards of ownership of goods, which
is considered to be at the time of dispatch of goods and performance of services;
(ii) Returns on bank deposits are accrued on a time proportion basis by reference to the principal outstanding amount and the applicable
rate of return; and
(iii) Dividend income is recognised when right to receive such dividend is established.
4.18 Foreign currency transactions and translation
a) Functional and presentation currency
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in
which the Company operates (the functional currency). The financial statements are presented in Pak Rupees, which is the Company’s
functional and presentation currency. Figures are rounded off to the nearest thousand of Pak Rupees.
b) Transactions and balances
All monetary assets and liabilities in foreign currencies are translated into Pak Rupees at exchange rates prevailing at the balance sheet
date. Transactions in foreign currencies are translated into Pak Rupees at exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates
of monetary assets and liabilities denominated in foreign currencies are charged or credited to profit and loss account. Non-monetary
assets and liabilities that are measured in terms of historical cost in a foreign currency are translated into Pak Rupees at exchange rates
prevailing at the date of transaction. Non-monetary assets and liabilities denominated in foreign currency that are stated at fair value are
translated into Pak Rupees at exchange rates prevailing at the date when fair values are determined.
4.19 Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are
capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are
assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted
from the borrowing costs eligible for capitalisation.
All other borrowing / finance costs are recognised in profit and loss account in the period in which they are incurred.
4.20 Dividend and other appropriations
Dividend distribution to the Company’s shareholders is recognised as a liability in the period in which the dividends are declared and other
appropriations are recognised in the period in which these are approved by the Board of Directors of the Company (‘BOD’).
4.21 Compound financial instruments
Compound financial instruments issued by the Company represent preference shares / convertible stock that can be converted into
ordinary shares or can be settled in cash.
The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an
equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound financial
instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability
and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the
effective interest method. The equity component of a compound financial instrument is not remeasured subsequent to initial recognition.
88
4.22 Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events and it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount
can be made. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow shall be required in settlement is determined by considering
the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in
the same class of obligations may be small.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due
to passage of time is recognised as interest expense.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate.
4.23 Share capital
Ordinary shares are classified as equity and recognised at their face value. Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction, net of tax, if any.
4.24 Earnings per share
The Company presents basic and diluted earnings per share (‘EPS’) data for its ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during
the year. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number
of ordinary shares outstanding for the effects of all dilutive potential ordinary shares.
4.25 Contingent liabilities
Contingent liability is disclosed when:
There is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or
non-occurrence of one or more uncertain future events not wholly within the control of the Company; or
There is present obligation that arises from past events but it is not probable that an outflow of resources embodying economic benefits
will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability.
ANNUAL
REPORT
2017
89
5. Issued, subscribed and paid up capital
2017 2016 2017 2016
(Number of shares) (Rupees in thousand)
90
6.1.2 Long term finance facility II
This represents a Term Finance Facility (the ‘Facility’) of Rs. 11 billion obtained from Habib Bank Limited to finance the redemption of
preference shares issued to IFC. The Facility is secured against pledge of Nestle Pakistan Limited’s shares owned by the Company
under a “Share Pledge Agreement” as referred to note 19.2.2. During last year, the Company made a drawdown of Rs. 3,000 million
on September 8, 2016 out of which, Rs. 1,500 million was prepaid before December 31, 2016 as permitted under the Facility. As per
the agreement, the Company is entitled to make drawdowns of the remaining Facility within 18 months of the first drawdown date. The
Facility carries mark up at the rate of six month KIBOR plus 0.25 percent per annum and is payable in 4 equal semi annual installments
commencing on March 8, 2018 and ending on September 8, 2019. The effective mark up rate charged during the year ranges from 6.30
percent to 6.40 percent per annum (2016: 6.30 percent per annum).
6.2 Preference shares / convertible stock - unsecured
During the year 2009, the Company issued 10 percent local currency non-voting preference shares / convertible stock at the rate of
Rs. 190 per share amounting to USD 50 million equivalent to PKR 4,120.50 million under “Subscription Agreement” dated March 25,
2009 with IFC.
Terms of redemption / conversion
Each holder of preference shares / convertible stock shall have a right to settle at any time, at the option of holder, either in the form
of fixed number of ordinary shares, one ordinary share for one preference share / convertible stock, or cash. The Company may, on
its discretion, refuse to purchase the preference shares / convertible stock offered to it for purchase in cash. In case of refusal by the
Company, preference shareholders shall have the right to either retain the preference shares / convertible stock or to convert them
into ordinary shares. The preference shares / convertible stock can be held till perpetuity if preference shareholders do not opt for the
conversion or cash settlement.
Rate of return
The preference share / convertible stock holders have a preferred right of return at the rate of 10 percent per annum on a non-cumulative
basis till the date of settlement of preference shares / convertible stock either in cash or ordinary shares. In case the amount of dividend
paid to an ordinary shareholder exceeds that paid to a preference shareholder, the preference shareholders have the right to share the
excess amount with the ordinary shareholders on an as-converted basis.
Preference shares / convertible stock are recognised in the balance sheet as follows:
(Rupees in thousand) Note 2017 2016
2017
91
6.2.1 Movement in equity component - classified under capital and reserves
2017 2016 Note 2017 2016
(Number of shares) (Rupees in thousand)
8,186,842 17,686,842 Equity component at the beginning of the year 606,222 1,309,682
– – Transfer from liability component 6.2.2 – 113,921
Conversion into: 5.1
– (1,000,000) ordinary share capital – (10,000)
share premium – (177,969)
– (1,000,000) – (74,048)
– (8,500,000) Redemption of preference shares 6.3 – (629,412)
8,186,842 8,186,842 Equity component at the end of the year 606,222 606,222
6.3 Last year, under the terms of redemption / conversion of preference shares / convertible stock mentioned in note 6.2, IFC exercised its
right to redeem 8,500,000 preference shares / convertible stock of Rs. 190 each into cash. The mutually agreed redemption consideration
was allocated to liability and equity portions in the same manner as was used for separation of these components at the time of initial
recognition at the prevailing market rates and both were extinguished in the same ratio.
13,195 26,057
Interest rate used as discounting factor ranges from 6.42 percent to 10.72 percent per annum (2016: 6.28 percent to 10.72 percent per
annum). Taxes, repairs and insurance costs are borne by the lessee.
The amount of the future payment of the lease as shown in the balance sheet and the period in which these payments will become due
are as follows:
Minimum Future Present value of lease
lease finance liability
(Rupees in thousand) payments charge 2017 2016
92
(Rupees in thousand) Note 2017 2016
8. Deferred tax
The liability for deferred tax comprises temporary differences relating to:
Accelerated tax depreciation 453,075 490,177
Minimum tax available for carry forward 8.1 – (52,925)
Provision for accumulating compensated absences (97,554) (91,499)
Others (11,848) (1,668)
343,673 344,085
8.1 Deferred tax asset on tax losses representing minimum tax available for carry forward under section 113 of the Income Tax Ordinance,
2001 is recognised to the extent that the realisation of related tax benefits through future taxable profits of the Group is probable. The
Company has not recognised deferred tax asset of Rs. 11.657 million (2016: Nil), set to lapse in the accounting year 2022, in respect
of minimum tax available for carry forward arisen after the formation of the Group as referred to in note 4.1, as sufficient taxable profits
would not be available to the Group to utilise these in the foreseeable future. Deferred tax asset has also not been recognised on aggregate
minimum taxes prior to the formation of the Group amounting to Rs. 212.759 million (2016: Rs. 270.768 million) as the same can not
be realised against the taxable profits of the Group. However, in case the Company opts out of the Group, these minimum tax credits will
become available for realisation against the taxable profits of the Company. Out of these minimum tax credits, Rs. 159.834 million is set
to lapse in the accounting year 2018 and Rs. 52.925 million is set to lapse in the accounting year 2021.
8.2 The gross movement in net deferred tax liability during the year is as follows:
(Rupees in thousand) Note 2017 2016
9. Retirement benefits
Classified under non-current liabilities
Pension fund 9.1 181,715 14,983
Gratuity fund 9.1 176,549 72,321
358,264 87,304
Pension fund Gratuity fund
(Rupees in thousand) 2017 2016 2017 2016
93
Pension fund Gratuity fund
(Rupees in thousand) 2017 2016 2017 2016
94
Pension fund Gratuity fund
(Rupees in thousand) 2017 2016 2017 2016
As at December 31
Present value of defined benefit obligation (702,959) (706,447) (651,753) (641,863) (568,285)
Fair value of plan assets 521,244 691,464 627,009 700,115 567,707
Fair value of plan assets include ordinary shares of the Company, whose fair value as at December 31, 2017 is Rs. 336.507 million (2016:
Rs. 561.064 million).
9.1.9 The present value of defined benefit obligation, the fair value of plan assets and the deficit or surplus of gratuity fund is as follows:
(Rupees in thousand) 2017 2016 2015 2014 2013
As at December 31
Present value of defined benefit obligation (548,549) (488,985) (378,247) (309,873) (275,115)
Fair value of plan assets 372,000 416,664 362,566 339,502 281,655
ANNUAL
REPORT
2017
95
2017
(Rupees in thousand) Pension fund Gratuity fund
As at December 31
96
2017
Accumulating
compensated
(Rupees in thousand) absences
2017
97
(Rupees in thousand) Note 2017 2016
Joint venture
Bulleh Shah Packaging (Private) Limited – 411
Associate
IGI Life Insurance Limited 5,028 1,155
6,110 4,157
13.3 Included in advances from customers, Rs. 0.432 million (2016: Rs. 0.544 million) is due to Tri-Pack Films Limited, an associate.
98
(Rupees in thousand) Note 2017 2016
13.7 Includes Rs. 0.328 million (2016: Rs. Nil) due to Packages Power (Private) Limited, a subsidiary of the Company. ANNUAL
REPORT
2017
99
(Rupees in thousand) Note 2017 2016
100
16.1 Owned assets
2017
Accumulated Depreciation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
December Addition/ Transfer December as at December (deletions) Transfer as at December December
(Rupees in thousand) 31, 2016 (deletions) in 31, 2017 31, 2016 for the year in 31, 2017 31, 2017
2016
Accumulated Depreciation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
December Addition/ Transfer December as at December (deletions) Transfer as at December December
(Rupees in thousand) 31, 2015 (deletions) in / (out) 31, 2016 31, 2015 for the year (out) 31, 2016 31, 2016
2017
101
16.1.5 Disposal of owned assets
Detail of owned assets disposed off during the year is as follows:
(Rupees in thousand) 2017
Particulars Accumulated Sales Mode of
of assets Sold to Cost depreciation Book value proceeds disposal
Bulleh Shah Packaging (Private) Limited (subsidiary) 3,780 3,524 256 256 Negotiation
Bulleh Shah Packaging (Private) Limited (subsidiary) 13,588 11,818 1,770 1,770 Negotiation
Other Equipments Outsider - related party
102
(Rupees in thousand) 2017
Particulars Accumulated Sales Mode of
of assets Sold to Cost depreciation Book value proceeds disposal
2016
Accumulated Depreciation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
December Additions / Transfer December as at December (deletions) Transfer as at December December
(Rupees in thousand) 31, 2015 (deletions) in / (out) 31, 2016 31, 2015 for the year in (out) 31, 2016 31, 2016
16.2.1 Depreciation charge for the year has been allocated as follows:
Cost of sales 27 817 565
Administrative expenses 28 4,684 4,621
5,501 5,186
104
16.3 Capital work-in-progress
2017
Capital
Balance as at expenditure Advances Transfers within Charged Transfers Transfers Transfers Balance as
December incurred during given during capital work off during to operating to other to investment at December
(Rupees in thousand) 31, 2016 the year the year in progress the year fixed assets assets properties 31, 2017
Civil works 4,050 133,853 – 657 (144) (23,547) – (7,072) 107,797
Plant and machinery 65,278 1,223,672 – 47,092 (9,299) (557,194) – – 769,549
Advances to suppliers 35,690 – 101,702 (47,749) – (41,293) (536) – 47,814
Civil works 11,895 31,827 – – – (39,672) – – 4,050
Plant and machinery 193,472 838,836 – 6,257 (5,952) (967,335) – – 65,278
Advances to suppliers 23,850 – 41,047 (6,257) – (22,950) – – 35,690
16.3.1 Plant and machinery includes machinery in transit amounting Rs. 9.497 million (2016: Rs. 29.663 million)
Land 76,695 – – 76,695 – – – – 76,695
Buildings on freehold land 89,836 – 7,072 96,908 57,233 3,626 – 60,859 36,049
Buildings on leasehold land 39,575 – – 39,575 15,694 1,929 – 17,623 21,952
2016
Accumulated Accumulated Book value
Cost as at Cost as at depreciation Depreciation depreciation as at
December Additions / Transfer December as at December charge Transfer as at December December
(Rupees in thousand) 31, 2015 (deletions) in / (out) 31, 2016 31, 2015 for the year in 31, 2016 31, 2016
Land 123,991 – (47,296) 76,695 – – – – 76,695
Buildings on freehold land 41,151 16,855 31,830 89,836 35,579 3,829 17,825 57,233 32,603
Buildings on leasehold land 39,575 – – 39,575 13,712 1,982 – 15,694 23,881
17.1 Depreciation charge for the year has been allocated to administrative expenses.
ANNUAL
REPORT
2017
105
17.2 Land of the Company measuring 119 kanals, 15 marlas and 62.25 sq.fts situated at Lahore with a book value of Rs. 6.149 million (2016:
Rs. 6.149 million) and all present and future moveable fixed assets and buildings of Packages Construction (Private) Limited (“PCPL”) in
aggregate (“the Mortgaged Security”), have been mortgaged under a first exclusive equitable charge of Rs. 7,333 million (2016: Rs. 7,333
million) in favor of MCB Bank Limited against a term finance facility of upto Rs. 4,500 million (2016: Rs. 4,500 million) and a running
finance facility of upto Rs. 1,000 million (2016: Rs. 1,000 million) provided to PCPL by MCB Bank Limited under a tri-partite agreement
between the Company, MCB Bank Limited and PCPL. The Mortgaged Security has also been mortgaged under a first pari passu charge in
favour of Allied Bank Limited against a term finance facility of upto Rs. 3,500 million (2016: Rs. 3,500 million) provided to PCPL by Allied
Bank Limited under a tri-partite agreement between the Company, Allied Bank Limited and PCPL.
17.3 Fair value of the investment properties, based on the valuation carried out by an independent valuer, as at December 31, 2017 is
Rs. 3,877.830 million (2016: Rs. 3,530.120 million ). The valuation is considered to be level 2 in the fair value hierarchy due to significant
observable inputs used in the valuation. The different levels have been defined in note 44.5.
Valuation techniques used to derive level 2 fair values
Level 2 fair value of investment property has been derived using a sales comparison approach. Sale prices of comparable land and
buildings in close proximity are adjusted for differences in key attributes such as location and size of the property. The most significant
input into this valuation approach is price per square foot.
19. Investments
These represent the long term investments in:
Related parties - at cost 19.1 18,185,102 17,219,525
Others - available for sale 19.2 41,981,341 32,858,257
60,166,443 50,077,782
106
(Rupees in thousand) Note 2017 2016
ANNUAL
REPORT
2017
107
19.1.1 During the year, the Company contributed USD 1.183 million (equivalent to PKR 124.948 million) (2016: Nil) as equity in AHL by remitting
the loan payment due by AHL to HBL Bahrain under the finance facility agreement as referred to in note 15.1.
19.1.2 The BOD, at their meeting held on July 26, 2017, resolved to purchase the remaining 35% shareholding held by Stora Enso South Asia
Holdings AB (‘Stora Enso’) in BSPPL. The transaction was approved by the shareholders through a special resolution at the Extraordinary
General Meeting of the Company dated August 28, 2017. Accordingly, consequent to execution of share purchase agreement with Stora
Enso, BSPPL became a fully owned subsidiary of the Company on September 18, 2017.
19.1.3 The Company’s investment in IGIHL is less than 20% but it is considered to be an associate as per the requirement of IAS 28 ‘Investments
in Associates’ because the Company has significant influence over the financial and operating policies through representation on the
board of directors of the company.
During the prior year, the boards of directors of IGIHL and IGI Investment Bank Limited (‘IGIBL’) approved Scheme of Amalgamation
(‘Amalgamation Scheme’) under Sections 284 to 288 of the repealed Ordinance for the amalgamation of the entire undertaking, assets,
entitlements and liabilities of IGIBL with and into IGIHL. In addition, the boards of directors of IGIHL and its wholly owned subsidiaries i.e.
IGI General Insurance Limited and IGI Investments (Private) Limited have also approved Scheme of Arrangement (‘Arrangement Scheme’)
under Sections 284 to 288 of the repealed Ordinance for the demerger of the insurance division and certain investments along with
corresponding liabilities, if any, held by IGIHL into its two wholly-owned subsidiaries, IGI General Insurance Limited and IGI Investments
(Private) Limited respectively, subsequent to the merger under Amalgamation Scheme.
Both Amalgamation Scheme and Arrangement Scheme were filed by these entities with Honorable Sindh High Court (the ‘Court’) in
January 2017. The Court, through its order dated December 16, 2017, has sanctioned the Amalgamation Scheme and Arrangement
Scheme. In terms of the Scheme, shares of IGIBL have been cancelled in lieu of issuance and allotment of fully paid up shares of IGIHL
on the basis of swap ratio of 1:92 (i.e. one share of IGIHL for every ninety-two shares of IGIBL cancelled) to the shareholders of IGIBL.
Consequently, 50,118 shares have been issued to the Company after the reporting date. The gain on exchange of shares computed as
the difference between the market value of new shares of IGHL and the cost of shares of IGIBL in the books of the Company amounting
to Rs. 7.050 million has been recognised in profit and loss account.
108
19.2.1 Nestle Pakistan Limited and Tetra Pak Pakistan Limited are associated undertakings of the Company as per the Companies Act, 2017.
However, for the purpose of measurement, investments in others have been classified as available for sale as referred to in note 4.7.
19.2.2 As of December 31, 2017, an aggregate of 775,000 (2016: 775,000) shares of Nestle Pakistan Limited having market value
Rs. 8,912.492 million (2016: 6,975.000 million) have been pledged in favor of HBL Pakistan. Out of aggregate shares pledged, 410,000
(2016: 410,000) shares are pledged against issuance of standby letter of credit in favor of HBL Bahrain as referred to in note 15.1 and
the remaining 365,000 shares (2016: 365,000) are pledged against the term finance loan from HBL as referred to in note 6.1.2.
19.2.3 Unquoted investments are measured at cost less any identified impairment loss as it is not possible to apply any other valuation
methodology.
19.2.4 These non-voting ordinary shares of Tetra Pak Pakistan Limited entitle the Company to receipt of dividend for a period of ten years starting
from 2009 and ending in 2018, both years inclusive. These shares do not entitle the Company to any voting or other rights.
ANNUAL
REPORT
2017
109
(Rupees in thousand) Note 2017 2016
110
(Rupees in thousand) 2017 2016
23.2 Others include trade debts of Rs. 565.729 million (2016: Rs. 220.387 million) which are secured by way of inland letters of credit.
23.3 The movement in provision for doubtful debts during the year is as follows:
Balance as at January 1 15,635 25,037
Reversal during the year 31 (4,232) (4,248)
Bad debts written off (2,405) (5,154)
Balance as at December 31 8,998 15,635
24. Loans, advances, deposits, prepayments and other receivables
Current portion of loans to employees 20 1,060 1,011
Current portion of loan receivable from SNGPL - considered good 20 – 16,400
Advances - considered good
To employees 24.1 8,025 11,731
To suppliers 24.2 17,166 11,326
25,191 23,057
Due from related parties - unsecured 24.3 128,222 532,334
Trade deposits - considered good 45,500 45,081
Prepayments 24.4 47,898 36,486
Balances with statutory authorities
Customs duty 16,109 20,591
Sales tax recoverable 128,216 97,879
Sales tax refundable 24.5 292,214 292,214
436,539 410,684
Mark up receivable on loan to SNGPL – 13
Other receivables 44,458 16,556
728,868 1,081,622
ANNUAL
24.1 Included in advances to employees are amounts due from executives of Rs. 2.770 million (2016: Rs. 1.428 million). REPORT
2017
111
(Rupees in thousand) Note 2017 2016
112
(Rupees in thousand) Note 2017 2016
ANNUAL
REPORT
2017
113
(Rupees in thousand) Note 2017 2016
114
(Rupees in thousand) 2017 2016
27.1 Salaries, wages and amenities include following in respect of retirement benefits:
ANNUAL
REPORT
2017
115
(Rupees in thousand) 2017 2016
28.1 Salaries, wages and amenities include following in respect of retirement benefits:
116
(Rupees in thousand) Note 2017 2016
ANNUAL
REPORT
2017
117
30.2 The Company made a donation of Rs. 64.856 million (2016: Rs. 25.610 million) to its related party, Packages Foundation. Following is
the interest of the Directors of the Company in the donee during the year:
Name of donee Directors of the Company Interest in donee
Packages Foundation Syed Hyder Ali Trustee
Shamim Ahmad Khan Trustee
Syed Aslam Mehdi Trustee
No other Directors or their spouses had any interest in any of the donees during the year.
118
(Rupees in thousand) Note 2017 2016
34.1 As explained in note 4.1, the Company’s provision for tax (current and deferred) is based on the consolidated results of the Group which
represents tax under ‘final tax regime’ and minimum tax on turnover under section 113 of the Income Tax Ordinance, 2001 net of
investment tax credit available to the Group by virtue of investment in plant and machinery in accordance with Section 65B of the Income
Tax Ordinance, 2001. The Group taxation has resulted in a reduction of Rs. 383.717 million (2016: Nil) in the tax expense of the Company
for the year.
34.2 Through the Finance Act, 2017, an amendment has been made to section 5A of the Income Tax Ordinance, 2001 whereby ‘tax on
undistributed reserves’ has been substituted by ‘tax on undistributed profits’. As per the amended provision, income tax at the rate of
7.5% of accounting profit before tax for tax year 2017 and onwards is applicable where the Company does not distribute at least 40%
of its after tax profits, whether in the form of cash or bonus shares, within nine months of the end of tax year 2017, i.e. September 30,
2017, and within six months of the end of tax year 2018 and onwards. Liability in respect of such income tax, if any, is recognised when
the prescribed time period for distribution expires. The Company has already distributed 40% of its after tax profits for the tax year 2017.
119
35. As referred to in note 6.2, in addition to the preferred right of return at the rate of 10 percent per annum, either in cash or ordinary shares
on a non-cumulative basis till the date of settlement of preference shares / convertible stock, the preference shareholders also have the
right to share the excess amount with the ordinary shareholders on an as-converted basis in case the amount of dividend per share paid
to an ordinary shareholder exceeds that paid to a preference shareholder. Since ordinary dividend of Rs. 25.00 per share was approved
for the year ended December 31, 2016, which exceeded the preferred return for that year, the additional preference dividend to be paid
to the preference shareholders has been distributed to the preference shareholders as participating dividend and charged directly to the
equity.
36.1 The aggregate amount charged in the financial statements for the year for remuneration, including certain benefits, to the Chief Executive, Executive
Directors and Executives of the Company are as follows:
120
37. Transactions with related parties
The related parties comprise of subsidiaries, joint ventures, associates, directors, key management personnel and staff retirement plans.
The Company in the normal course of business carries out transactions with various related parties. Amounts due from and to related
parties are shown under receivables and payables, amounts due from directors and key management personnel are shown under
receivables and remuneration of directors is disclosed in note 36. Other significant transactions and balances with related parties are
disclosed elsewhere, except for the following:
Relationship with the Nature of transactions 2017 2016
Company (Rupees in thousand)
The variance of actual production from capacity is primarily on account of production planned as per market demand.
ANNUAL
REPORT
2017
121
2017 2016
122
2017 2016
6,343,612 5,703,061
Weighted average number of ordinary shares Numbers 89,379,504 89,379,504
Weighted average number of notionally
converted preference shares / convertible stock Numbers 8,186,842 8,186,842
97,566,346 97,566,346
Diluted EPS Rupees 65.02 58.45
123
At December 31, 2017, if the Pak Rupee had strengthened / weakened by 10% against the Euro with all other variables held constant,
post-tax profit for the year would have been Rs. 13.165 million higher / lower (2016: Rs. 32.930 million higher / lower), mainly as a result
of foreign exchange gains / losses on translation of Euro-denominated financial assets and liabilities.
(ii) Price risk
Price risk represents the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the
individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is
exposed to equity securities price risk because of investments held by the Company and classified as available-for-sale. The Company is
not exposed to commodity price risk. To manage its price risk arising from investments in equity securities, the Company diversifies its
portfolio. Diversification of the portfolio is done in accordance with the limits set by the Board.
The Company’s quoted investments classified under available-for-sale investments in equity of other entities are publicly traded on
Pakistan Stock Exchange Limited.
The table below summarises the impact of increases / decreases of the KSE-100 index on the Company’s post-tax profit for the year and
on equity. The analysis is based on the assumption that the KSE had increased / decreased by 10% with all other variables held constant
and all the Company’s equity instruments moved according to the historical correlation with the index:
Impact on post - tax profit Impact on other components of equity
(Rupees in thousand) 2017 2016 2017 2016
Post-tax profit for the year would decrease / increase as a result of losses / gains on equity securities classified as at fair value through
profit or loss. Other components of equity would decrease / increase as a result of losses / gains on equity securities classified as
available-for-sale. As at December 31, 2017 the Company has no investment classified at fair value through profit or loss.
(iii) Cash flow and fair value interest rate risk
Interest rate risk represents the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates.
As the Company has no significant floating interest rate assets, the Company’s income is substantially independent of changes in market
interest rates.
The Company’s interest rate risk arises from short term and long term borrowings. These borrowings issued at variable rates expose the
Company to cash flow interest rate risk.
The Company analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing,
renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Company calculates the impact on profit
and loss of a defined interest rate shift. The scenarios are run only for liabilities that represent the major interest-bearing positions.
At December 31, 2017, if interest rates on floating rate borrowings had been 1% higher / lower with all other variables held constant,
post-tax profit for the year would have been Rs. 24.545 million (2016: Rs. 21.171 million ) lower / higher, mainly as a result of higher /
lower interest expense on floating rate borrowings.
(b) Credit risk
Credit risk represents the risk of financial loss being caused if counter party fails to discharge an obligation.
Credit risk of the Company arises from cash and cash equivalents and deposits with banks and financial institutions, as well as credit
exposures to distributors and customers, including outstanding receivables and committed transactions. The management assesses the
credit quality of the customers, taking into account their financial position, past experience and other factors. Individual risk limits are set
based on internal or external ratings in accordance with limits set by the Board. The utilisation of credit limits is regularly monitored. For
banks and financial institutions, only independently rated parties with a strong credit rating are accepted.
124
The Company monitors the credit quality of its financial assets with reference to historical performance of such assets and available
external credit ratings. The carrying values of financial assets exposed to credit risk are as under:
ANNUAL
REPORT
2017
125
The credit quality of Company’s bank balances can be assessed with reference to external credit ratings as follows:
The table below analyses the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the balance
sheet to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows as the impact of
discounting is not significant.
Carrying Less than Between 1 Between 2 Over
(Rupees in thousand) value 1 year and 2 years and 5 years 5 years
126
Carrying Less than Between 1 Between 2 Over
(Rupees in thousand) value 1 year and 2 years and 5 years 5 years
ANNUAL
REPORT
2017
127
At amortised cost
(Rupees in thousand) 2017 2016
Financial liabilities
Long term finances 3,575,520 4,146,940
Liabilities against assets subject to finance lease 26,084 33,369
Finances under mark up arrangements - secured 299,596 1,377,033
Trade and other payables 3,104,993 2,847,914
Accrued finance cost 189,760 221,730
7,195,953 8,626,986
44.3 Offsetting financial assets and financial liabilities
There are no significant financial assets and financial liabilities that are subject to offsetting, enforceable master netting arrangements
and similar agreements.
44.4 Capital risk management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to
provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of
capital.
The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions. In order to
maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders or issue new shares.
Consistent with the others in industry, the Company monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt
divided by total capital. Net debt is calculated as total borrowings including the current and non-current borrowings as disclosed in note 6
less cash and cash equivalents as disclosed in note 42. Total capital is calculated as equity as shown in the balance sheet plus net debt.
The gearing ratio as at year end is as follows:
(Rupees in thousand) Note 2017 2016
128
44.5 Fair value of financial instruments
Fair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable willing parties in an arm’s
length transaction. Underlying the definition of fair value is the presumption that the Company is a going concern without any intention
or requirement to curtail materially the scale of its operations or to undertake a transaction on adverse terms. The carrying values of all
financial assets and liabilities reflected in these financial statements approximate their fair values. Fair value is determined on the basis
of objective evidence at each reporting date.
The carrying amount less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair
value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market
interest rate that is available to the Company for similar financial instruments.
Specific valuation techniques used to value financial instruments include:
- Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices)
or indirectly (that is, derived from prices) (level 2).
- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The following table presents the Company’s significant assets that are measured at fair value:
(Rupees in thousand) Level 1 Level 2 Level 3 Total
ANNUAL
REPORT
2017
129
Valuation techniques used to measure fair values
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is
regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or
regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted
market price used for financial assets held by the Company is the current bid price. These instruments are included in Level 1. The
fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation
techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If
all significant inputs required to measure fair value of an instrument are observable, the instrument is included in Level 2. If one or more
of the significant inputs is not based on observable market data, the instrument is included in Level 3.
There were no other material Level 1, 2 or 3 assets or liabilities during current or prior year.
There were no transfers between levels 1 and 2 for recurring fair value measurements during the year.
45. Date of authorisation for issue
These financial statements were authorised for issue on February 28, 2018 by the Board of Directors.
130
CONSOLIDATED
FINANCIAL
STATEMENTS
For the year ended December 31, 2017
ANNUAL
REPORT
2017
131
DIRECTORS’ REPORT
On The Consolidated Financial Statements For The Year Ended December 31, 2017
We are happy over the operational performance of subsidiaries of Packages Limited during the year. Comparison of annual audited results for the year
2017 as against year 2016 is as follows:
During the year 2017, the Group achieved net DIC PAKISTAN LIMITED BULLEH SHAH PACKAGING
sales of Rs. 31,891 million against net sales
DIC Pakistan Limited is an un-listed public (PRIVATE) LIMITED
of Rs. 24,496 million achieved during last
year which is an increase of 30%. The Group limited subsidiary of Packages Limited. It is Bulleh Shah Packaging (Private) Limited is
posted an operating profit of Rs. 2,290 million mainly engaged in manufacturing, processing principally engaged in the manufacturing
compared to Rs. 2,744 million generated and selling of industrial inks. The Company and conversion of paper and paperboard
during the last year representing a decrease achieved net sales of Rs. 3,868 million products. The Company has achieved sales
of 17%. The decline in profitability of certain during the year 2017 as compared to Rs. of Rs. 18,351 million during the year ended
subsidiaries is due to different factors but 3,699 million of last year representing sales December 31, 2017 as compared Rs. 16,298
the main reason is increase in cost of raw growth of 5%. The Company has generated million during 2016 representing sales growth
material and conversion costs combined with profit before tax of Rs. 455 million during of 13%. The Company has recorded operating
inflationary fixed costs increases. However, the the year 2017 as against Rs. 575 million of profit of Rs. 544 million during the year 2017
management of these subsidiaries are taking 2016, this decline in profitability is mainly as compared to Rs. 222 million in 2016 with
steps to address this issue through better due to increased cost of raw material. Moving an increase of 2.5 times resulting from sales
product mix and controlling fixed costs. forward, the company will continue its focus growth and operational efficiencies. The
on improving operating results through company has also filed an application against
During the year 2017, investment income has volume growth, tighter cost control, product anti-dumping practices in the market.
declined by Rs. 83 million over corresponding diversification, price rationalization and better
period of 2016 mainly due to difference in working capital management. FLEXIBLE PACKAGES
timing of the declaration of dividends. CONVERTORS (PTY) LIMITED
PACKAGES LANKA (PRIVATE)
Flexible Packages Convertors (PTY) Limited is
An important development during the year LIMITED
a South Africa based subsidiary of Packages
was the purchase of the remaining 35% Packages Lanka (Private) Limited is a Sri Limited. It is primarily engaged in production
shareholding held by Stora Enso in Bulleh Lanka based subsidiary of Packages Limited. of flexible packaging. The company achieved
Shah Packaging (Private) Limited (“BSPPL”) It is primarily engaged in production of flexible net sales revenue of South African Rands
with the approval of the Board. The transaction packaging. The Company has achieved sale (“Rands”) 493 million during the year ended
was approved by the shareholders through of SLR 2,206 million during the year 2017 December 31, 2017 as compared Rands
a special resolution at the Extraordinary as compared to SLR 2,003 million of 2015 493 million during 2016. The Company has
General Meeting of the Company dated representing growth of 10%. The Company recorded profit before tax of Rands 15 million
August 28, 2017. Accordingly, BSPPL became has generated profit before tax of SLR 251 in current year as compared to Rands 21
a fully owned subsidiary of the Company million in the year 2017 as compared to million in 2016 which is primarily on account
on September 18, 2017. The consolidated SLR 314 million of 2016. This decrease in of investment made in human resources to
financial statements include a net positive profit is mainly due to growing competition further develop the business.
impact of Rs. 4,965 million on profit and as well as increase in raw material. Moving
loss, owing to deemed disposal and 100% forward, the Company will focus on improving
acquisition of the subsidiary. operating results through tighter operating
cost control, product diversification and price
A brief review of the operational performance rationalisation.
of the Group entities is as follows:
132
PACKAGES CONSTRUCTION
(PRIVATE) LIMITED PACKAGES POWER (PRIVATE)
LIMITED
Packages Construction (Private) Limited is a
subsidiary of Packages Limited. It is primarily The Company has incorporated Packages
engaged in the business of all types of Power (Private) Limited as a wholly owned
construction activities and development of real subsidiary of Packages Limited for the purpose
estate. It is currently operating the real estate of setting up a 3.1 MW hydropower project as
project titled “Packages Mall”. Packages Mall advertised by the Punjab Power Development
was inaugurated on April 20th, 2017 and the Board (PPDB). Accordingly, an initial equity
customer response has been encouraging. injection of Rs. 25 million was made on
The Company has achieved sale of Rs. 1,702 December 13, 2016. Subsequently the
million during the year 2017. The Company Company has moved forward with the requisite
has generated profit from operations of Rs. 81 studies and approvals and is in liaison with
million during the year. the relevant Government authorities to take the
project forward.
Moving forward, the Board believes that this
investment will bring considerable benefit OMYAPACK (PRIVATE) LIMITED
to the shareholders in the form of dividend As part of asset and income diversification
income and capital gains. strategy, the JV Company, Omya Pack (Private)
Limited will set up a state of the art production
Investment in 100% Subsidiary facility in Kasur, Punjab and will be positioned
(Anemone Holdings Limited) to supply a range of high quality ground
Your Company contributed Rs. 124.948 calcium carbonate products specifically
million (equivalent to USD 1.183 million) tailored to meet local and regional markets,
as equity in Anemone Holdings Limited, primary users being the paper, paints and
Mauritius (“AHL”) for the purposes of pharmaceutical industries. The construction of
financing debt. AHL is a special purpose the plant is in its final phases and commercial
vehicle established in 2015 for the acquisition production is expected to commence from
of operations of a flexible packaging company Q2-2018.
in South Africa as disclosed to the Stock
Exchange and the directors reports of the
respective year.
ANNUAL
REPORT
2017
133
134
AUDITORS’ REPORT
TO THE MEMBERS
We have audited the annexed consolidated financial statements comprising consolidated balance sheet of Packages Limited (the ‘holding company’)
and its subsidiary companies (hereinafter referred to as ‘the Group’) as at December 31, 2017 and the related consolidated profit and loss account,
consolidated statement of comprehensive income, consolidated cash flow statement and consolidated statement of changes in equity together with the
notes forming part thereof, for the year then ended. We have also expressed separate opinions on the financial statements of the holding company and its
subsidiary companies, except for Packages Lanka (Private) Limited, Anemone Holdings Limited and Flexible Packages Convertors (Proprietary) Limited
which were audited by other firms of auditors, whose report has been furnished to us and our opinion in so far as it relates to the amounts included
for such companies, is based solely on the report of such other auditors. These consolidated financial statements are the responsibility of the holding
company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
Our audit was conducted in accordance with the International Standards on Auditing and accordingly included such tests of accounting records and
such other auditing procedures as we considered necessary in the circumstances.
The Group’s share of net comprehensive income from investments accounted for under equity method amounting to Rs. 4,994.046 million as shown
in the consolidated statement of comprehensive income and in the notes 24.2 and 24.3 to the consolidated financial statements includes income
amounting to Rs. 5,010.181 million, that represents the Group’s share in one of its associates, which is based on unaudited financial statements of the
associate.
Except for the effects, if any, of the matter referred to in the preceding paragraph, in our opinion the consolidated financial statements present fairly the
financial position of Packages Limited and its subsidiary companies as at December 31, 2017 and the results of their operations for the year then ended.
ANNUAL
REPORT
2017
135
CONSOLIDATED BALANCE SHEET
as at December 31, 2017
136
(Rupees in thousand) Note 2017 2016
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 21 25,992,806 6,550,076
Investment properties 22 12,342,428 10,922,713
Intangible assets 23 286,621 164,294
Investments accounted for under equity method 24 9,802,130 13,867,035
Other long term investments 25 41,981,048 32,857,963
Long term loans and deposits 26 157,208 39,858
90,562,241 64,401,939
CURRENT ASSETS
Stores and spares 27 1,707,667 453,479
Stock-in-trade 28 8,439,160 2,846,446
Trade debts 29 5,946,606 3,561,210
Loans, advances, deposits, prepayments and other receivables 30 1,138,978 1,131,050
Income tax receivable 31 4,002,315 2,303,516
Cash and bank balances 32 1,088,790 411,801
22,323,516 10,707,502
112,885,757 75,109,441
The annexed notes 1 to 57 form an integral part of these consolidated financial statements.
2017
137
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended December 31, 2017
138
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended December 31, 2017
Profit for the year 10,799,784 5,351,507
Other comprehensive (loss) / income:
Items that will not be reclassified to consolidated profit and loss account
Remeasurement of retirement benefit obligations 13 (265,019) (37,663)
Tax effect 12.4 79,503 10,202
(185,516) (27,461)
Items that may be reclassified subsequently
to consolidated profit and loss account
Changes in fair value of available for sale financial assets 25.5 9,123,085 4,379,097
Exchange differences on translating foreign subsidiaries 180,789 163,679
Share of other comprehensive income / (loss) of investments
accounted for under equity method - net of tax 24.3 4,787,516 (28,915)
14,091,390 4,513,861
Other comprehensive income for the year - net of tax 13,905,874 4,486,400
Total comprehensive income for the year 24,705,658 9,837,907
Attributable to:
Equity holders of the Parent Company 24,478,375 9,545,384
Non-controlling interest 227,283 292,523
24,705,658 9,837,907
The annexed notes 1 to 57 form an integral part of these consolidated financial statements.
2017
139
CONSOLIDATED STATEMENT OF CHANGE IN EQUITY
for the year ended December 31, 2017
Issued, subscribed Reserves Capital
and and
paid up capital Capital reserves Revenue reserves reserves
Preference Exchange Other Equity portion of
Share/ differences reserves Transaction short term loan
Ordinary convertible on translation Fair relating to with non- from shareholder Capital Non-
Share stock Share of foreign value associates and controlling of the Parent Redemption General Accumulated controlling
(Rupees in thousand) capital reserve Premium subsidiaries reserve joint ventures interest Company reserve reserve profit Total interest Total
Balance as on December 31, 2015 883,795 1,309,682 3,588,769 (239,195) 24,479,228 (32,842) – 46,596 – 13,810,333 4,316,773 48,163,139 929,138 49,092,277
Appropriation of funds
Transferred to general reserve account – – – – – – – – – 1,500,000 (1,500,000) – – –
Share of other reserves of investments accounted for under equity method – – – – – (4,297) – – – – – (4,297) – (4,297)
Transaction with preference shareholders
Redemption of preference shares / convertible stock (8,500,000 preference shares of Rs. 190 each) – (629,412) – – – – – – 1,615,000 – (4,709,181) (3,723,593) – (3,723,593)
Total comprehensive income / (loss) for the year – – – 82,532 4,379,097 (28,915) – – – – 5,112,670 9,545,384 292,523 9,837,907
Balance as on December 31, 2016 893,795 606,222 3,766,738 (156,663) 28,858,325 (66,054) 22,981 77,991 1,615,000 15,310,333 1,879,569 52,808,237 1,950,579 54,758,816
Appropriation of funds
Transfer from general reserve – – – – – – – – –
(1,000,000) 1,000,000 – – –
Transaction with preference shareholders
Participating dividend on preference shares - note 42 – – – – – – – – – – (45,000) (45,000) – (45,000)
– – – – – – – 93,196 – – (2,234,487)
(2,141,291) (60,762)
(2,202,053)
Total comprehensive income for the year ended December 31, 2017
Profit for the year – – – – – – – – – – 10,673,355 10,673,355 126,429 10,799,784
Other comprehensive income:
Surplus on remeasurement of available for sale financial assets – – – – 9,123,085 – – – – – – 9,123,085 – 9,123,085
Exchange differences on translation of foreign subsidiaries – – – 79,925 – – – – – – – 79,925 100,864 180,789
Other comprehensive loss of investments accounted for under equity method – – – 3,424 – 4,784,092 – – – – – 4,787,516 – 4,787,516
Remeasurement of retirement benefit liability - net of tax – – – – – – – – – – (185,506) (185,506) (10) (185,516)
Total comprehensive income for the year – – – 83,349 9,123,085 4,784,092 – – – – 10,487,849 24,478,375 227,283 24,705,658
Share of gains recognised directly in equity from investments accounted for under equity method - net of tax – – – – – 41,729 – – – – – 41,729 – 41,729
Balance as on December 31, 2017 893,795 606,222 3,766,738 (73,314) 37,981,410 4,759,767 22,981 171,187 1,615,000 14,310,333 11,087,931 75,142,050 2,117,100 77,259,150
The annexed notes 1 to 57 form an integral part of these consolidated financial statements.
140
CONSOLIDATED CASH FLOW STATEMENT
for the year ended December 31, 2017
2017
141
NOTES TO AND FORMING PART OF
THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended December 31, 2017
1. Legal status and nature of business
Packages Limited (‘the Parent Company’) and its subsidiaries, DIC Pakistan Limited, Bulleh Shah Packaging (Private) Limited, Packages
Lanka (Private) Limited, Linnaea Holdings Inc., Chantler Packages Inc., Packages Construction (Private) Limited, Packages Power (Private)
Limited, Anemone Holdings Limited and Flexible Packages Convertors (Proprietary) Limited (together, ‘the Group’) are engaged in the
following businesses:
- Packaging: Representing manufacture and sale of packaging materials and tissue products.
- Inks: Representing manufacture and sale of finished and semi finished inks.
- Construction: Representing all types of construction activities and development of real estate.
- Power generation: Representing the development and management of hydropower project.
- Paper and paperboard: Representing manufacture and sale of paper and paperboard of all kinds.
The Group also holds investment in companies engaged in the manufacture and sale of biaxially oriented polypropylene (BOPP) film and
cast polypropylene (CPP) film, plastic, insurance business and production and sale of ground calcium carbonate products.
During the year, Packages Lanka (Private) Limited , a subsidiary of Packages Limited, incorporated a wholly owned subsidiary in Canada
named Linnaea Holdings Inc. (‘Linnaea’), which ultimately incorporated a wholly owned subsidiary, Chantler Packages Inc. (‘CPI’) in
Canada, to acquire the flexible packaging business operations of Chantler Packaging Inc. The transaction was settled on July 1 2017 for
a total consideration of CAD 600,000 resulting in Linnaea becoming 80% shareholder of CPI.
Furthermore, on September 18, 2017, the Parent Company has purchased 35% shareholding held by Stora Enso South Asia Holdings AB
(‘Stora Enso’) in Bulleh Shah Packaging (Private) Limited (“BSPPL”), previously a joint venture of the Group. Further details of the business
combination have been disclosed in note 54.1.
The registered office of the Group is situated at 4th Floor, the Forum, Suite No. 416 - 422, G-20, Block 9, Khayaban-e-Jami, Clifton,
Karachi, Pakistan. Head office is located at Shahrah-e-Roomi, P.O. Amer Sidhu, Lahore, Pakistan.
2. Basis of preparation
2.1 Statement of compliance
These consolidated financial statements have been prepared in accordance with approved accounting standards as applicable in Pakistan.
During the year, the Companies Ordinance, 1984 (hereinafter referred to as the ‘Ordinance’) has been repealed after the enactment of the
Companies Act, 2017. However, as allowed by the Securities and Exchange Commission of Pakistan (‘SECP’) vide Circular No. 23/2017
dated October 4, 2017 and further clarified by the Institute of Chartered Accountants of Pakistan through its Circular No. 17/2017
dated October 06, 2017, companies whose financial year, closes on or before December 31, 2017, shall prepare financial statements
in accordance with the provisions of the repealed Ordinance. Accordingly, these consolidated financial statements have been prepared
in accordance with the requirements of the International Financial Reporting Standards (‘IFRSs’) issued by the International Accounting
Standards Board (‘IASB’) as are notified under the repealed Ordinance, provisions of and directives issued under the repealed Ordinance.
Wherever the requirements of the repealed Ordinance or directives issued by SECP differ with the requirements of IFRSs, the requirements
of the repealed Ordinance or the requirements of the said directives prevail.
2.2 Initial application of standards, amendments or an interpretation to existing standards
The following amendments to existing standards have been published that are applicable to the Group’s consolidated financial statements
covering annual periods, beginning on or after the following dates:
2.2.1 Standards, amendments to published standards and interpretations that are effective in the current year
Certain standards, amendments and interpretations to approved accounting standards are effective for accounting periods beginning on
January 1, 2017 but are considered not to be relevant or to have any significant effect on the Group’s operations (although they may affect
the accounting for future transactions and events) and are, therefore, not detailed in these consolidated financial statements, except for
the following:
International Accounting Standard (‘IAS’) 7, ‘Cash flow statements: Disclosure initiative’ (effective for periods beginning on or after January
1, 2017). This amendment requires disclosure to explain changes in liabilities for which cash flows have been, or will be classified as
financing activities in the statement of cash flows. The amendment only covers balance sheet items for which cash flows are classified
as financing activities. In case other items are included within the reconciliation, the changes in liabilities arising from financing activities
142
will be identified separately. A reconciliation of the opening to closing balance is not specifically required but instead the information can
be provided in other ways. In the first year of adoption, comparative information need not be provided. The Group’s current accounting
treatment is already in line with the requirements of this standard.
2.2.2 Standards, amendments and interpretations to existing standards that are not yet effective and have not been early
adopted by the Group
There are certain standards, amendments to approved accounting standards and interpretations that are mandatory for the Group’s
accounting periods beginning on or after January 1, 2018, but are considered not to be relevant or to have any significant effect on the
Group’s operations and are, therefore, not detailed in these consolidated financial statements, except for the following:
IFRS 9, ‘Financial instruments’: (effective for periods beginning on or after January 1, 2018). This standard has been notified by the SECP
to be effective for annual periods beginning on or after July 1, 2018. This standard replaces the guidance in IAS 39, ‘Financial instruments:
Recognition and measurement’. It includes requirements on the classification and measurement of financial assets and liabilities; it also
includes an expected credit losses model that replaces the current incurred loss impairment model. The Group is yet to assess the full
impact of the standard.
IFRS 15, ‘Revenue from contracts with customers’: (effective for periods beginning on or after January 1, 2018). This standard has been
notified by the SECP to be effective for annual periods beginning on or after July 1, 2018. This standard deals with revenue recognition
and establishes principles for reporting useful information to users of the financial statements about the nature, amount, timing and
uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is recognised when a customer obtains
control of a good or service and thus has the ability to direct the use and obtain the benefits from the good or service. The standard
replaces IAS 18, ‘Revenue’, and IAS 11, ‘Construction contracts’, and related interpretations. The Group is yet to assess the full impact of
the standard.
IFRIC 22, ‘Foreign currency transactions and advance consideration’ (effective for periods beginning on or after January 1, 2018). This
IFRIC addresses foreign currency transactions or parts of transactions where there is consideration that is denominated or priced in a
foreign currency. The interpretation provides guidance for when a single payment/receipt is made as well as for situations where multiple
payments/receipts are made. The guidance aims to reduce diversity in practice. It is unlikely that the interpretation will have any significant
impact on the Group’s consolidated financial statements.
Amendments to IAS 40, ‘Investment property’ relating to transfers of investment property (effective for periods beginning on or after 1
January 2018). These amendments clarify that to transfer to, or from, investment properties there must be a change in use. To conclude if
a property has changed use, there should be an assessment of whether the property meets the definition. This change must be supported
by evidence. It is unlikely that the interpretation will have any significant impact on the Group’s consolidated financial statements.
IFRS 16, ‘Leases’: (effective for periods beginning on or after January 1, 2019). However, this standard is yet to be notified by the SECP.
This standard replaces the current guidance in IAS 17, ‘Leases’ and is a far reaching change in accounting by lessees in particular. Under
IAS 17, lessees were required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance
sheet). IFRS 16 now requires lessees to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually
all lease contracts. The IASB has included an optional exemption for certain short-term leases and leases of low-value assets; however,
this exemption can only be applied by lessees. For lessors, the accounting stays almost the same. However, as the IASB has updated the
guidance on the definition of a lease (as well as the guidance on the combination and separation of contracts), lessors will also be affected
by the new standard. At the very least, the new accounting model for lessees is expected to impact negotiations between lessors and
lessees. The Group is yet to assess the full impact of this standard.
IFRIC 23, ‘Uncertainty over income tax treatments’: (effective for periods beginning on or after 1 January 2019). This IFRIC clarifies
how the recognition and measurement requirements of IAS 12 ‘Income taxes’, are applied where there is uncertainty over income tax
treatments. The IFRIC explains how to recognise and measure deferred and current income tax assets and liabilities where there is
uncertainty over a tax treatment. An uncertain tax treatment is any tax treatment applied by an entity where there is uncertainty over
whether that treatment will be accepted by the tax authority. The IFRIC applies to all aspects of income tax accounting where there is an
uncertainty regarding the treatment of an item, including taxable profit or loss, the tax bases of assets and liabilities, tax losses and credits
and tax rates. The Group is yet to assess the full impact of the interpretation. ANNUAL
REPORT
2017
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3. Basis of measurement
3.1 These consolidated financial statements have been prepared under the historical cost convention except for revaluation of certain financial
instruments at fair value and recognition of certain employee retirement benefits at present value.
3.2. Critical accounting estimates and judgements
The Group’s significant accounting policies are stated in note 4. Not all of these significant policies require the management to make
difficult, subjective or complex judgments or estimates. The following is intended to provide an understanding of the policies that the
management considers critical because of their complexity, judgment and estimation involved in their application and impact on these
consolidated financial statements. Judgments and estimates are continually evaluated and are based on historical experience, including
expectations of future events that are believed to be reasonable under the circumstances. These judgments involve assumptions or
estimates in respect of future events and the actual results may differ from these estimates. The areas involving a higher degree of
judgments or complexity or areas where assumptions and estimates are significant to the consolidated financial statements are as follows:
i) Estimated useful lives and residual values of property, plant and equipment - note 4.3 & 21
ii) Estimated useful lives and residual values of investment properties - note 4.3 & 22
iii) Employee retirement and other service benefit obligations- note 4.8, 13 & 14
iv) Provision for taxation - note 4.2, 12, 13
4. Significant accounting policies
The significant accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies
have been consistently applied to all the years presented, unless otherwise stated.
4.1 Principles of consolidation and equity accounting
a) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group (refer to note 4.7).
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries
have been changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the consolidated profit and loss account,
consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated balance sheet
respectively.
When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost,
with the change in carrying amount recognised in consolidated profit and loss account. The fair value is the initial carrying amount for
the purposes of subsequent accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts
previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed
of the related assets or liabilities. This may mean that amounts previously recognised in consolidated other comprehensive income are
reclassified to consolidated profit and loss account.
b) Associates
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where
the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of
accounting (refer to note 4.1 (d)), after initially being recognised at cost in the consolidated balance sheet.
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c) Joint arrangements
Under IFRS 11, Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The
classification depends on the contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement.
The Group has investments in joint ventures.
Joint ventures
Interests in joint ventures are accounted for using the equity method (refer to note 4.1 (d)), after initially being recognised at cost in the
consolidated balance sheet.
d) Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s
share of the post-acquisition profits or losses of the investee in the consolidated profit and loss account, and the Group’s share of
movements in consolidated other comprehensive income of the investee in consolidated other comprehensive income. Dividends received
or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other
unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on
behalf of the other entity.
Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s
interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the
policies adopted by the Group.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If
this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and
its carrying value and recognises the amount adjacent to share of profit / (loss) of associates in the consolidated profit and loss account.
e) Changes in ownership interests
The Group treats transactions with non-controlling interest that do not result in a loss of control as transactions with equity owners of
the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling
interest to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interest
and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of the Group.
When the Group ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence,
any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in the consolidated profit
and loss account. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest
as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect
of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts
previously recognised in other comprehensive income are reclassified to the consolidated profit and loss account.
If the ownership interest in a joint venture or an associate is reduced but joint control or significant influence is retained, only a proportionate
share of the amounts previously recognised in other comprehensive income are reclassified to the consolidated profit and loss account
where appropriate.
4.2 Taxation
Income tax expense comprises current and deferred tax. SECP vide its certificate dated December 14, 2017, has registered the Parent
Company and its wholly-owned subsidiary BSPPL (together the ‘Taxation Group’) as a Group and has also, vide its certificate dated
January 1, 2018, designated the Group for the purpose of group taxation under Section 59AA of the Income tax Ordinance, 2001. ANNUAL
REPORT
Consequently, the Taxation Group will now be taxed as one fiscal unit for the tax year 2018. 2017
145
Current
Provision of current tax is based on the taxable income for the year determined in accordance with the prevailing law for taxation of
income. The charge for current tax is calculated using prevailing tax rates or tax rates expected to apply to the profit for the year, if enacted.
The charge for current tax also includes adjustments, where considered necessary, to provision for taxation made in previous years arising
from assessments framed during the year for such years.
Deferred
Deferred tax is accounted for using the balance sheet liability method in respect of all temporary differences arising from differences
between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in
the computation of the taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred
tax assets are recognised to the extent that it is probable that taxable profits shall be available against which the deductible temporary
differences, unused tax losses and tax credits can be utilised.
Deferred tax is calculated at the rates that are expected to apply to the period when the differences reverse based on tax rates that have
been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the consolidated profit and loss
account, except in the case of items credited or charged to other comprehensive income or equity in which case it is included in other
comprehensive income or equity.
Deferred tax liability is not recognized in respect of taxable temporary differences associated with undistributed reserves and exchange
translation reserves of subsidiaries, where the timing of the reversal of the temporary difference can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
Group taxation adjustments
Current and deferred taxes based on the consolidated results of the Taxation Group are allocated within the Taxation Group on the basis
of separate return method, modified for determining realizability of text credits and tax losses which are assessed at Group level. Any
adjustments in the current and deferred taxes of the Parent Company on account of group taxation are credited or charged to consolidated
profit and loss account in the year in which they arise.
4.3 Property, plant and equipment
4.3.1 Operating fixed assets
4.3.1.1 Owned assets
Owned assets, except freehold land, are stated at cost less accumulated depreciation and any identified impairment loss. Freehold land is
stated at cost less any identified impairment loss. Cost in relation to certain plant and machinery signifies historical cost, gains and losses
transferred from equity on qualifying cash flow hedges as referred to in note 4.23 and borrowing costs as referred to in note 4.21. Cost
includes expenditure that is directly attributable to the acquisition of the asset.
Depreciation on all owned assets is charged to consolidated profit and loss account on straight-line method so as to write off the
depreciable amount of an asset over its estimated useful life at the following annual rates:
Buildings 2.50% to 20.00%
Plant and machinery 3.33% to 50.00%
Other equipments 5.00% to 33.33%
Furniture and fixtures 10.00% to 33.33%
Vehicles 15.00% to 33.33%
The assets’ residual values and useful lives are reviewed, at each financial year end, and adjusted if impact on depreciation is significant.
The Group’s estimate of the residual value of its owned assets as at December 31, 2017 has not required any adjustment as its impact
is considered insignificant.
Depreciation on additions to owned assets is charged from the month in which an asset is acquired or capitalised while no depreciation
is charged for the month in which the asset is disposed off.
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The Group assesses at each balance sheet date whether there is any indication that asset may be impaired. If such indication exists, the
carrying amounts of such assets are reviewed to assess whether they are recorded in excess of their recoverable amount. Where carrying
amounts exceed the respective recoverable amount, assets are written down to their recoverable amounts and the resulting impairment
loss is recognised in consolidated profit and loss account. The recoverable amount is the higher of an asset’s fair value less costs to sell
and value in use. Where an impairment loss is recognised, the depreciation charge is adjusted in the future periods to allocate the asset’s
revised carrying amount over its estimated useful life.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the item shall flow to the Group and the cost of the item can be measured reliably. All other
repair and maintenance costs are charged to consolidated profit and loss account during the period in which they are incurred.
The gain or loss on disposal or retirement of an asset represented by the difference between the sale proceeds and the carrying amount
of the asset is recognised as an income or expense.
4.3.1.2 Assets subject to finance lease
Assets acquired under a finance lease are depreciated over the estimated useful life of the asset on a straight-line method at the rate of
20.00% per annum. Depreciation of leased assets is charged to consolidated profit and loss account.
Residual values and the useful lives of leased assets are reviewed at each financial year end and adjusted if impact on depreciation is
significant. The Group’s estimate of the residual values and useful lives of its leased assets as at December 31, 2017 has not required
any adjustment as its impact is considered insignificant.
4.3.2 Capital work-in-progress
Capital work-in-progress is stated at cost less any identified impairment loss. All expenditure connected with specific assets incurred
during installation and construction period are carried under capital work-in-progress. These are transferred to owned assets as and when
these are available for use.
4.3.3 Major spare parts and stand-by equipment
Major spare parts and stand-by equipment qualify as property, plant and equipment when the Group expects to use them for more than
one year. Transfers are made to relevant owned assets category as and when such items are available for use.
4.4 Investment properties
Property not held for own use or for sale in the ordinary course of business is classified as investment property. The investment properties
of the Group comprise of land, buildings an related assets and equipment. Investment properties also include property that is being
constructed or developed for future use as investment property. Some of the investment properties are leased to tenants under long
term operating leases with rentals, payable monthly. The investment properties, except freehold land, are stated at cost, including related
transaction costs and applicable borrowing costs less accumulated depreciation and any identified impairment losses. Freehold land is
stated at cost less any identified impairment loss. Under construction properties are classified as investment property under development
and carried at cost less any identified impairment losses.
Depreciation on investment properties is charged to consolidated profit and loss account on the straight line method so as to write off
the depreciable amount of investment property over its estimated useful life at the rates ranging from 2.50% to 20.00% per annum.
Depreciation on additions to investment properties is charged from the month in which a property is acquired or capitalised while no
depreciation is charged for the month in which the property is disposed off.
The assets’ residual values and useful lives are reviewed, at each financial year end, and adjusted if impact on depreciation is significant.
The Group’s estimate of the residual values and useful lives of its investment properties as at December 31, 2017 has not required any
adjustment as its impact is considered insignificant.
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The Group assesses at each balance sheet date whether there is any indication that investment properties may be impaired. If such
indication exists, the carrying amounts of such assets are reviewed to assess whether they are recorded in excess of their recoverable
amount. Where carrying amounts exceed the respective recoverable amount, assets are written down to their recoverable amount and the
resulting impairment loss is recognised in consolidated profit and loss account. The recoverable amount is the higher of an asset’s fair
value less costs to sell and value in use. Where an impairment loss is recognised, the depreciation charge is adjusted in the future periods
to allocate the asset’s revised carrying amount over its estimated useful life.
The gain or loss on disposal or retirement of an asset represented by the difference between the sale proceeds and the carrying amount
of the asset is recognised as an income or expense.
4.5 Intangible assets
4.5.1 Goodwill
Goodwill arises through acquisitions of subsidiaries and represents the excess of the consideration transferred over the net fair value
of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the
acquiree. Goodwill on acquisition of subsidiaries is included in ‘intangible assets’. Goodwill on acquisitions of associates and joint ventures
is included in ‘investments in associates’ and ‘investments in joint ventures’ respectively and is tested for impairment as part of the
overall balance. Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.
Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill
relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units
or groups of cash-generating units that are expected to benefit.
4.5.2 Softwares
Expenditure incurred to acquire computer softwares and SAP Enterprise Resource Planning (‘ERP’) System and develop websites are
capitalised as intangible assets and stated at cost less accumulated amortisation and any identified impairment loss.
Costs associated with maintaining intangible assets are recognised as an expense as incurred. Development costs that are directly
attributable to the design and testing of identifiable and unique software products controlled by the Group are recognised as intangible
assets when the following criteria are met:
- it is technically feasible to complete the intangible asset so that it will be available for use;
- management intends to complete the intangible asset and use or sell it;
- there is an ability to use or sell the intangible asset;
- it can be demonstrated how the intangible asset will generate probable future economic benefits;
- adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are
available; and
- the expenditure attributable to the intangible asset during its development can be reliably measured.
Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of relevant
overheads. Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for
use.
4.5.3 Research and development
Research expenditure and development expenditure that do not meet the criteria in 4.5.2 above are recognised as an expense as
incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
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4.5.4 Amortisation methods and periods
Intangible assets are amortised using the straight line method over the estimated useful lives at the rates ranging from 10.00% to
33.00%. Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Useful lives of intangible
assets are reviewed, at each balance sheet date and adjusted if the impact of on amortisation is significant. The Group’s estimate of the
useful lives of its intangible assets as at December 31, 2017 has not required any adjustment as its impact is considered insignificant.
Amortisation on additions to intangible assets is charged from the month in which an asset is acquired or capitalised while no amortisation
is charged for the month in which the asset is disposed off.
The Group assesses at each balance sheet date whether there is any indication that intangible assets may be impaired. If such indication
exists, the carrying amounts of such assets are reviewed to assess whether they are recorded in excess of their recoverable amount.
Where carrying amounts exceed the respective recoverable amount, assets are written down to their recoverable amounts and the
resulting impairment loss is recognised in consolidated profit and loss account. The recoverable amount is the higher of an asset’s fair
value less costs to sell and value in use. Where an impairment loss is recognised, the amortisation charge is adjusted in the future periods
to allocate the asset’s revised carrying amount over its estimated useful life.
4.6 Leases
(1) The Group is the lessee:
Finance leases
Leases where the Group has substantially all the risks and rewards of ownership are classified as finance leases. At inception, finance
leases are capitalised at the lower of present value of minimum lease payments under the lease agreements and the fair value of the
assets.
The related rental obligations, net of finance charges, are included in liabilities against assets subject to finance lease as referred to in
note 9. The liabilities are classified as current and long term depending upon the timing of the payment.
Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the balance outstanding.
The interest element of the rental is charged to consolidated profit and loss account over the lease term.
Operating leases
Leases, including Ijarah financing, where a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to
consolidated profit and loss account on a straight-line basis over the lease / Ijarah term unless another systematic basis is representative
of the time pattern of the Group’s benefit.
(2) The Group is the lessor:
Operating leases
Properties leased / licensed out under operating leases are included in investment properties in the consolidated balance sheet as referred
to in note 22. See note 4.19 for the recognition of rental income / license fee. They are depreciated over their expected useful lives on a
basis consistent with similar owned property, plant and equipment.
The Group makes payments to agents for services in connection with negotiating lease contracts with the Group’s lessees. The letting fees
are capitalised within the carrying amount of the related investment properties and amortised over the lease term.
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4.7 Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other
assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the following:
fair values of the assets transferred;
liabilities incurred to the former owners of the acquired business;
equity interests issued by the Group;
fair value of any asset or liability resulting from a contingent consideration arrangement; and
fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions,
measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on
an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net
identifiable assets.
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(a) Gratuity plan
There is an approved funded defined benefit gratuity plan for all permanent employees of the Parent Company and BSPPL subject to
attainment of service of prescribed minimum period. Monthly contributions are made to this fund on the basis of actuarial recommendations
at the rate of 4.50 percent per annum of basic salaries. The latest actuarial valuation for the gratuity scheme was carried out as at
December 31, 2017. The actual return on plan assets during the year was Rs. 39.656 million (2016: Rs. 37.642 million). The employees
of the Parent Company and BSPPL are entitled to gratuity payments on basis of their service with the Group.
The future contribution rates of these plans include allowances for deficit and surplus. Projected unit credit method, using the following
significant assumptions, is used for valuation of this scheme:
Per annum 2017 2016
Defined contribution plan for active employees of Parent Company and BSPL hired before January 01, 2016; and
Defined benefit plan for pensioners who have retired before December 31, 2012.
Packages Limited
In respect of the defined contribution plan, the Parent Company contributes 20% of members’ monthly basic salary to the scheme;
whereas, an employee may or may not opt to contribute 6% of his monthly basic salary to the scheme.
Bulleh Shah Packaging (Private) Limited
In respect of the defined contribution plan, BSPPL contributes 20% of members’ monthly basic salary to the scheme; whereas, an
employee may or may not opt to contribute 6% of his monthly basic salary to the scheme.
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The obligation in respect of the defined benefit plan is determined by the Fund’s actuary at each year end. Any funding gap identified
by the Fund’s actuary is paid by the Parent Company and BSPPL from time to time. The last actuarial valuation was carried out as at
December 31, 2017.
Per annum 2017 2016
152
The Parent Company operates a recognised / approved contributory provident fund for its permanent employees. Equal monthly
contributions at the rate of 10.00 percent per annum (2016: 10.00 percent per annum) of basic salaries plus dearness allowance and
cost of living allowance are made by the Parent Company and the employees to the fund. The nature of contributory pension fund has
been explained in note 4.8.1 (b) above.
BSPPL operates a recognised / approved contributory provident fund for its permanent employees. Equal monthly contributions at the rate
of 10.00 percent per annum (2016: 10.00 percent per annum) of basic salaries plus dearness allowance and cost of living allowance are
made by BSPPL and the employees to the fund. The nature of contributory pension fund has been explained in note 4.8.1 (b) above.
Employees of Packages Lanka (Private) Limited are eligible for Employees’ Provident Fund Contributions and Employees’ Trust Fund
Contributions in line with the respective statutes and regulations. The contributions are made at the rate of 12.0% and 3.0% per annum
of gross emoluments of employees to Employees’ Provident Fund and Employees’ Trust Fund, respectively.
4.9 Stores and spares
These are valued at moving weighted average cost except for items in transit which are stated at invoice value plus other charges paid
thereon till the balance sheet date. For items which are slow-moving and/or identified as obsolete, adequate provision is made in the
consolidated financial statements based on the management estimate for any excess book value over estimated realisable value on a
regular basis.
4.10 Stock-in-trade
All stocks except for stock-in-transit are stated at the lower of cost and net realisable value. Cost of raw materials is determined using
the moving average cost method. Cost of work-in-process and finished goods comprises direct production costs such as raw materials,
consumables and labour as well as production overheads such as employee wages, depreciation, maintenance, etc. The production
overheads based on normal operating capacity are measured based on a standard cost method, which is reviewed regularly to ensure
relevant measures of utilisation, production lead time etc.
Stock-in-transit is stated at cost comprising invoice value plus other charges paid thereon till the balance sheet date.
If the expected sales price less completion costs and costs to execute sales (net realisable value) is lower than the carrying amount,
a write-down is recognised for the amount by which the carrying amount exceeds its net realisable value. Provision is made in the
consolidated financial statements for obsolete and slow-moving stock-in-trade based on management estimate.
4.11 Investments
Investments intended to be held for less than twelve months from the balance sheet date or to be sold to raise operating capital, are
included in current assets, all other investments are classified as non-current. Management determines the appropriate classification of
its investments at the time of the purchase and re-evaluates such designation on a regular basis.
4.11.1 Investments in equity instruments of subsidiaries, associates and joint ventures
Investments in equity instruments of associates and joint ventures are accounted for using equity method of accounting as referred to in
note 4.1 (d).
4.12 Financial instruments
4.12.1 Financial assets
4.12.1.1 Classification
The Group classifies its financial assets in the following categories: at fair value through consolidated profit or loss, loans and receivables,
available for sale and held to maturity. The classification depends on the purpose for which the financial assets were acquired. Management
determines the classification of its financial assets at the time of initial recognition.
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a) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading and financial assets designated upon initial
recognition as at fair value through profit or loss. A financial asset is classified as held for trading if acquired principally for the purpose of
selling in the short term. Assets in this category are classified as current assets if expected to be settled within twelve months, otherwise,
they are classified as non-current assets.
b) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
They are included in current assets, except for maturities greater than twelve months after the consolidated balance sheet date, which are
classified as non-current assets. Loans and receivables comprise trade debts, loans, advances, deposits and other receivables and cash
and cash equivalents in the consolidated balance sheet.
c) Available for sale financial assets
Available for sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other
categories. They are included in non-current assets unless management intends to dispose off the investments within twelve months from
the consolidated balance sheet date.
The financial assets including investments in associated undertakings where the Group does not have significant influence and that are
intended to be held for an indefinite period of time or may be sold in response to the need for liquidity, are also classified as available
for sale.
d) Held to maturity
Financial assets with fixed or determinable payments and fixed maturity, where management has the intention and ability to hold till
maturity are classified as held-to-maturity and are stated at amortised cost.
4.12.1.2 Recognition and measurement
All financial assets are recognised at the time when the Group becomes a party to the contractual provisions of the instrument. Regular
purchases and sales of investments are recognised on trade date; the date on which the Group commits to purchase or sell the asset.
Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or
loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in
the consolidated profit and loss account. Financial assets are derecognised when the rights to receive cash flows from the assets have
expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. Available for sale
financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. For investments having
quoted price in active market, the quoted price represents the fair value. In other cases, fair value is measured using appropriate valuation
methodology and where fair value cannot be measured reliably, these are carried at cost. Loans and receivables and held to maturity
investments are carried at amortised cost using the effective interest method.
Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category are presented
in the consolidated profit and loss account in the period in which they arise. Dividend income from financial assets at fair value through
profit or loss is recognised in the consolidated profit and loss account when the Group’s right to receive payments is established.
Changes in the fair value of securities classified as available-for-sale are recognised in other comprehensive income. When securities
classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the
consolidated profit and loss account as gains and losses from investment securities. Dividends on available for sale equity instruments
are recognised in the consolidated profit and loss account when the Group’s right to receive payments is established.
The Group assesses at each balance sheet date whether there is an objective evidence that a financial asset or a group of financial
assets is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss is removed from equity and
recognised in the consolidated profit and loss account. Impairment losses recognised in the consolidated profit and loss account on equity
instruments are not reversed through the consolidated profit and loss account. Impairment testing of trade debts and other receivables is
described in note 4.13.
154
4.12.2 Financial liabilities
All financial liabilities are recognised at the time when the Group becomes a party to the contractual provisions of the instrument.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. Where an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and
the difference in respective carrying amounts is recognised in the consolidated profit and loss account.
4.12.3 Offsetting of financial assets and liabilities
Financial assets and liabilities are offset and the net amount is reported in the consolidated financial statements only when there is a
legally enforceable right to set off the recognised amount and the Group intends either to settle on a net basis or to realise the assets and
to settle the liabilities simultaneously.
4.13 Trade debts and other receivables
Trade debts are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection
is expected in one year or less (or in the normal operating cycle of the business, if longer), they are classified as current assets. If not, they
are presented as non-current assets. Trade debts and other receivables are recognised initially at invoice amount, which approximates
fair value, and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
A provision for impairment is established when there is objective evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivable. Significant financial difficulties of the debtor, probability that the debtor will enter
bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade debt is impaired.
The provision is recognised in the consolidated profit and loss account. Trade debts, considered irrecoverable, are written off as and when
identified. Subsequent recoveries of amounts previously written off are credited to the consolidated profit and loss account.
Exchange gains and losses arising in respect of trade and other receivables in foreign currency are added to the carrying amount of
receivables.
4.14 Cash and cash equivalents
Cash and cash equivalents are carried in the consolidated balance sheet at cost. For the purpose of cash flow statement, cash and cash
equivalents comprise of cash in hand, demand deposits and other short term highly liquid investments that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of change in value and finances under mark-up arrangements. In
the consolidated balance sheet, finances under mark-up arrangements are included in current liabilities.
4.15 Non-current assets / disposal group held for sale
Non-current assets are classified as assets held-for-sale when their carrying amount is to be recovered principally through a sale
transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less cost to sell.
4.16 Borrowings
Borrowings are recognised initially at fair value (proceeds received), net of transaction costs incurred. Borrowings are subsequently
carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the
consolidated profit and loss over the period of the borrowings using the effective interest method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some
or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that
it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised
over the period of the facility to which it relates.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least
twelve months after the balance sheet date.
Finance costs are accounted for on an accrual basis and are shown as accrued finance cost to the extent of the amount remaining ANNUAL
REPORT
unpaid.
2017
155
4.17 Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle
of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method. Exchange gains and losses arising on translation in respect of liabilities in foreign currency are added to the carrying amount of
the respective liabilities.
4.18 Derivative financial instruments
These are initially recorded at cost on the date a derivative contract is entered into and are remeasured to fair value at subsequent
reporting dates. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging
instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as cash flow hedges.
The Group documents at the inception of the transaction the relationship between the hedging instruments and hedged items, as well
as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment,
both at hedge inception and on an on-going basis, of whether the derivatives that are used in hedging transactions are highly effective in
offsetting changes in cash flow of hedged items.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in
statement of other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the consolidated
profit and loss account.
Amounts accumulated in equity are recognised in consolidated profit and loss account in the periods when the hedged item shall effect
profit or loss. However, when the forecast hedged transaction results in the recognition of a non-financial asset or liability, the gains and
losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.
156
4.20 Foreign currency transactions and translation
a) Functional and presentation currency
Items included in the consolidated financial statements of the Group are measured using the currency of the primary economic environment
in which the Group operates (the functional currency). The consolidated financial statements are presented in Pak Rupees, which is the
Group’s functional and presentation currency. Figures are rounded off to the nearest thousand of Pak Rupees.
b) Transactions and balances
All monetary assets and liabilities in foreign currencies are translated into Pak Rupees at exchange rates prevailing at the consolidated
balance sheet date. Transactions in foreign currencies are translated into Pak Rupees at exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end
exchange rates of monetary assets and liabilities denominated in foreign currencies are charged or credited to consolidated profit and
loss account. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated into
Pak Rupees at exchange rates prevailing at the date of transaction. Non-monetary assets and liabilities denominated in foreign currency
that are stated at fair value are translated into Pak Rupees at exchange rates prevailing at the date when fair values are determined.
Foreign exchange gains and losses are recognised in the consolidated profit and loss account except in case of items recognised in other
comprehensive income or equity in which case it is included in other comprehensive income or equity respectively.
c) Group Companies
The results and financial position of all the group entities (none of which has the currency of a hyper-inflationary economy) that have a
functional currency different from the presentation currency are translated into the presentation currency as follows:
(a) assets and liabilities for each consolidated balance sheet item presented are translated at the closing rate at the date of that
consolidated balance sheet;
(b) income and expenses for each item of consolidated profit and loss account are translated at average exchange rates (unless this
average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated at the rate on the dates of the transactions); and
(c) all resulting exchange differences are recognised in consolidated other comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity
and translated at the closing rate. Exchange differences arising are recognised in consolidated other comprehensive income.
4.21 Borrowing costs
General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets,
until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted
from the borrowing costs eligible for capitalisation.
All other borrowing / finance costs are recognised in consolidated profit and loss account in the period in which they are incurred.
4.22 Dividend and other appropriations
Dividend distribution to the Group’s shareholders is recognised as a liability in the period in which the dividends are declared and other
appropriations are recognised in the period in which these are approved by the Board of Directors (‘BOD’).
4.23 Compound financial instruments
Compound financial instruments issued by the Group represent preference shares / convertible stock that can be converted into ordinary
shares or can be settled in cash. ANNUAL
REPORT
2017
157
The liability component of a compound financial instrument is recognised initially at the fair value of a similar liability that does not have an
equity conversion option. The equity component is recognised initially at the difference between the fair value of the compound financial
instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability
and equity components in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the
effective interest method. The equity component of a compound financial instrument is not remeasured subsequent to initial recognition.
158
5. Issued, subscribed and paid up capital
2017 2016 Note 2017 2016
(Number of shares) (Rupees in thousand)
159
6.1 Long term finance facility I
This loan has been obtained from Meezan Bank Limited under the Islamic mode of finance as a Musharika. It is secured by a first pari
passu charge over all present and future moveable fixed assets and specific land and buildings of the Parent Company located at Kasur
and Karachi amounting to Rs. 2,500 million. The balance is repayable in 4 equal semi-annual installments ending on December 28, 2019.
The loan carries mark-up at the rate of six month Karachi Inter Bank Offer Rate (“KIBOR”) plus 0.10 percent per annum. The effective
mark-up charged during the year ranges from 6.24 percent to 6.31 percent per annum (2016: 6.18 percent to 6.77 percent per annum).
6.2 Long term finance facility II
This represents a Term Finance Facility (the ‘Facility’) of Rs. 11 billion obtained from Habib Bank Limited to finance the redemption of
preference shares issued to IFC. The Facility is secured against pledge of Nestle Pakistan Limited’s shares owned by the Parent Company
under a “Share Pledge Agreement”. During last year, the Parent Company made a drawdown of Rs. 3,000 million on September 8,
2016 out of which, Rs. 1,500 million was prepaid before December 31, 2016 as permitted under the Facility. As per the agreement, the
Parent Company is entitled to make drawdowns of the remaining Facility within 18 months of the first drawdown date. The Facility carries
mark up at the rate of six month KIBOR plus 0.25 percent per annum and is payable in 4 equal semi annual installments commencing on
March 8, 2018 and ending on September 8, 2019. The effective mark-up rate charged during the year ranges from 6.30 percent to 6.40
percent per annum (2016: 6.30 percent per annum).
6.3 Long term finance facility III
This represents term finance facility of Rs. 4,500 million from MCB Bank Limited. As at December 31, 2017 the Group has availed Rs.
4,500 million (2016: Rs. 4,500 million) against term finance. The loan carries mark up at annual rate of six month KIBOR plus 0.14
percent per anum and 0.40 percent per anum during first and last three and half years respectively during the tenure of the loan. Mark
up is payable half yearly in arrears. The tenure of the loan is seven years and it is repayable after a grace period of three and half years
in seven semi annual installments commencing from September 30, 2019. This facility is secured to the extent of Rs. 7,333.334 million
against the following:
First exclusive charge over all present and future movable fixed assets of the Group’s subsidiary, namely, Packages Construction
(Private) Limited (‘PCPL’) including but not limited to plant, machinery, equipment, fixtures and other installations and such movables of
whatsoever nature installed or to be installed at the premises of PCPL located anywhere in Pakistan.
First exclusive equitable mortgage charge on all that piece and parcel of property owned by the Parent Company, measuring 119
kanals 15 marlas and 62.25 Sq. fts in aggregate, situated at Moza Amar Saddhu, Tehsil/District Lahore together with all present and
future construction thereon, and present & future fixtures and fittings attached thereto, that are presently and/or in future the property
of the Parent Company.
6.4 Long term finance facility IV
This represents term finance facility of Rs. 3,500 million from Allied Bank Limited. As at December 31, 2017 the Group has availed
Rs. 1,000 million against term finance. The loan carries mark up at six month KIBOR plus 0.275 percent per annum. The tenure of the
loan is seven years and it is repayable after a grace period of three and half years in seven semi-annual installments commencing from
February 10, 2020. The loan is secured to the extent of Rs. 4,667 million against the following:
First pari passu charge over all present and future movable fixed assets and buildings of PCPL but not limited to plant, machinery,
equipment, machinery in transit, tools, spares, fittings and fixtures and other installations installed or to be installed, stored and kept at
the premises of customer located anywhere in Pakistan.
First pari passu charge on all that piece and parcel of property owned by the Parent Company, measuring 119 kanals, 15 marlas and
62.25 Sq. fts in aggregate, situated at Moza Amar Saddhu, Tehsil / District Lahore together with all present and future construction
thereon, and present & future fixtures and fittings attached thereto, that are presently and / or in future the property of the parent
Company.
160
6.5 Long term finance facility V
This represents the loan availed by Group against aggregate facility of Rs. 7,000 million obtained from a consortium of commercial banks
led by MCB Bank Limited. It is secured by an aggregate sum of Rs. 9,333 million by a first priority charge on the hypothecated assets
of BSPPL of at least the charge amount and a first priority mortgage of title deeds of the immovable properties of at least the charge
amount. It carries mark up at six month KIBOR plus 0.45 percent per annum (2016: Nil). The balance is repayable in 6 equal semi annual
installments ending on September 2020. The effective mark up charged during the year ranges from 6.50 per cent to 6.60 percent per
annum (2016: Nil).
Under the terms of this loan facility, BSPPL is required to comply with certain financial covenants. BSPPL has complied with those
covenants throughout the year, except for the ‘Minimum debt service coverage ratio.’
6.6 Term finance loan I
This represents loan obtained from Habib Bank Limited, Offshore Banking Unit, Bahrain (‘HBL Bahrain’) of USD 9.5 million to finance
the acquisition of Group subsidiary, namely, Flexible Packages Convertors (Proprietary) Limited (‘FPC’). This facility is provided against a
guarantee in the form of a Standby Letter of Credit (‘SBLC’) issued by Habib Bank Limited Pakistan (‘HBL Pakistan’) in favor of HBL Bahrain
as referred to in note 20.1. SBLC is secured against pledge of Nestle Pakistan Limited shares owned by the Parent Company. It carries
mark up at the rate of London Inter Bank offer Rate (‘LIBOR’) plus 5.25 percent per annum and the balance USD 8.8 million is payable in
10 equal semi annual installments started from November 2017 and ending in May 2022.
6.7 Term finance loan II
This represents a term loan from First National Bank South Africa at a prime rate with a sixty month fixed repayment period, against the
security of a portion of plant and machinery of the Group.
6.8 Term finance loan III
This term loan has been obtained from MCB Bank Limited Sri Lanka and is repayable over seven years including two years grace period.
6.9 Preference shares / convertible stock - unsecured
During the year 2009, the Parent Company issued 10 percent local currency non-voting preference shares / convertible stock at the rate
of Rs 190 per share amounting to USD 50 million equivalent to Rs. 4,120.50 million under “Subscription Agreement” dated March 25,
2009 with IFC.
Terms of redemption / conversion
Each holder of preference shares / convertible stock shall have a right to settle at any time, at the option of holder, either in the form of
fixed number of ordinary shares, one ordinary share for one preference share / convertible stock, or cash. The Parent Company may, on
its discretion, refuse to purchase the preference shares / convertible stock offered to it for purchase in cash. In case of refusal by the
Parent Company, preference shareholders shall have the right to either retain the preference shares / convertible stock or to convert them
into ordinary shares. The preference shares / convertible stock can be held till perpetuity if preference shareholders do not opt for the
conversion or cash settlement.
Rate of return
The preference share / convertible stock holders have a preferred right of return at the rate of 10 percent per annum on a non-cumulative
basis till the date of settlement of preference shares / convertible stock either in cash or ordinary shares. In case the amount of dividend
paid to an ordinary shareholder exceeds that paid to a preference shareholder, the preference shareholders have the right to share the
excess amount with the ordinary shareholders on an as-converted basis.
ANNUAL
REPORT
2017
161
Preference shares / convertible stock are recognised in the consolidated balance sheet as follows:
(Rupees in thousand) Note 2017 2016
8,186,842 17,686,842 Equity component at the beginning of the year 606,222 1,309,682
– – Transfer from liability component 6.9.2 – 113,921
Conversion into: 5.1
– (1,000,000) ordinary share capital – (10,000)
– – share premium – (177,969)
– (1,000,000) – (74,048)
– (8,500,000) Redemption of preference shares 6.9.3 – (629,412)
8,186,842 8,186,842 Equity component at the end of the year 606,222 606,222
(Rupees in thousand) Note 2017 2016
162
7. Equity portion of loans from shareholder of the Parent Company
This represents equity portion of interest free loan from shareholder of the Parent Company. On April 26, 2017 the terms of the loan
were modified and tenure of the loan was extended to December 31, 2017. On December 31, 2017, the terms of the loan were again
modified and tenure of the loan was extended to December 31, 2019. The gain of Rs. 33.377 million on renegotiation(s) and gain of
Rs. 90.620 million on initial recognition of long term loan, are classified directly in equity as a capital contribution of the shareholder of the
Parent Company.
(Rupees in thousand) Note 2017 2016
ANNUAL
REPORT
2017
163
10. Security deposits
These represent interest free security deposits from tenant’s and are repayable on cancellation / withdrawal of the license / lease
agreement or on cessation of business with PCPL. Gross value received from tenants as at year end is Rs. 418.251 million. These
have been carried at amortised cost using a market interest rate of 10 percent for a similar instrument. The gain on initial recognition is
recognised as deferred income and would spread over the license lease term.
(Rupees in thousand) Note 2017 2016
12.3 For the purpose of current taxation unused tax losses available for carry forward to PCPL are Rs. 852.604 million (2016: Rs. 223.912
million). PCPL has not recognised any related deferred tax asset based on prudence principal as sufficient tax profits would not be
available to set these off in the foreseeable future. Tax loses amounting to Rs. 0.112 million, Rs. 39.678 million, Rs. 74.285 million,
Rs. 94.745 million and Rs. 105.759 million are set to lapse by years ending on December 31, 2020, 2021, 2022, 2023 and 2024
respectively.
164
(Rupees in thousand) Note 2017 2016
12.4 The gross movement in net deferred tax liability during the year is as follows:
Opening balance 802,529 693,332
Acquisition of subsidiary 1,466,019 –
Charged to consolidated profit and loss account 41 328,550 78,499
Credited to consolidated other comprehensive income (79,503) (10,202)
Exchange loss 47,911 40,900
Closing balance 2,565,506 802,529
ANNUAL
REPORT
2017
165
Pension fund Gratuity fund
(Rupees in thousand) 2017 2016 2017 2016
Asset volatility - Most assets are invested in risk free investments of 3, 5 or 10 years in Government Bonds. However, investments in equity
instruments are subject to adverse fluctuations as a result of change in the market price.
Discount rate fluctuation - The plan liabilities are calculated using a discount rate set with reference to corporate bond yields. A decrease
in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the current plans’
bond holdings.
Investment risks - The risk of the investments underperforming and not being sufficient to meet the liabilities. This risk is mitigated by
closely monitoring the performance of investments.
Risk of insufficiency of assets - This is managed by making regular contribution to the funds as advised by the actuary.
166
Pension fund Gratuity fund
(Rupees in thousand) 2017 2016 2017 2016
13.1.8 The present value of defined benefit obligation, the fair value of plan assets and the deficit or surplus of pension fund is as follows:
(Rupees in thousand) 2017 2016 2015 2014 2013
As at December 31
Present value of defined benefit obligation (702,959) (706,447) (651,753) (641,863) (568,285)
Fair value of plan assets 521,244 691,464 627,009 700,115 567,707
(Deficit) / surplus (181,715) (14,983) (24,744) 58,252 (578)
Experience adjustment on obligation 5% 4% -5% 2% 1%
Experience adjustment on plan assets -28% 12% -11% 24% 2%
Fair value of plan assets includes ordinary shares of the Parent Company, whose fair value as at December 31, 2017 is Rs. 336.507
million (2016: Rs. 561.064 million).
13.1.9 The present value of defined benefit obligation, the fair value of plan assets and the deficit or surplus of gratuity fund is as follows:
(Rupees in thousand) 2017 2016 2015 2014 2013
As at December 31
Present value of defined benefit obligation (828,254) (488,985) (378,247) (309,873) (275,115)
Fair value of plan assets 510,715 416,664 362,566 339,502 281,655
(Deficit) / surplus (317,539) (72,321) (15,681) 29,629 6,540
Experience adjustment on obligation 3% 13% 6% 13% 9%
Experience adjustment on plan assets 14% 13% 1% 21% 14%
Fair value of plan assets include ordinary shares of the Parent Company, whose fair value as at December 31, 2017 is Rs. 53.274 million
ANNUAL
(2016: Rs. 88.825 million). REPORT
2017
167
(Rupees in thousand) 2017 2016
168
14.3 Amounts of current period and previous four periods of accumulating compensated absences are as follows:
(Rupees in thousand) 2017 2016 2015 2014 2013
As at December 31
2017
Accumulating
compensated
(Rupees in thousand) absenses
ANNUAL
REPORT
2017
169
(Rupees in thousand) Note 2017 2016
170
(Rupees in thousand) 2017 2016
2017
171
(Rupees in thousand) Note 2017 2016
2017 2016
Rupees in % age of Rupees in % age of
thousand investment thousand investment
172
20. Contingencies and commitments
ANNUAL
REPORT
2017
173
21.1 Owned assets
2017
Accumulated Depreciation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
December Acquisition of Exchange Additions / Transfer December as at December Exchange (deletions) Transfer as at December December
(Rupees in thousand) 31, 2016 subsidiary differences (deletions) in 31, 2017 31, 2016 differences for the year in 31, 2017 31, 2017
(309,652) – (230,096) –
2016
Exchange
Exchange Accumulated adjustment Depreciation Accumulated Book value
Cost as at adjustment Cost as at depreciation as on opening charge / Transfer depreciation as as at
December on opening Additions / Transfer December at December accumulated (deletions) in / (out) at December December
(Rupees in thousand) 31, 2015 cost (deletions) in / (out) 31, 2016 31, 2015 depreciation for the year (note 18.2) 31, 2016 31, 2016
Freehold land 171,158 (5,198) 22,951 47,296 236,207 – – – – – 236,207
– – – –
Buildings on freehold land 580,275 (3,336) 52,132 – 629,071 191,825 (382) 22,837 – 214,280 414,791
– – – –
Buildings on leasehold land 268,856 5,020 638 – 242,684 136,238 530 13,105 – 132,048 110,636
– (31,830) – (17,825)
Plant and machinery 8,805,381 173,592 1,314,684 713,291 10,047,411 5,418,612 5,893 606,747 64,028 5,158,859 4,888,552
(959,537) – (936,421) –
Other equipments (computers, lab
equipments and other office equipments) 1,076,258 4,070 184,242 – 1,193,035 747,558 1,161 154,976 – 834,264 358,771
(71,535) – (69,431) –
Furniture and fixtures 69,171 2,704 6,131 – 77,221 39,095 288 6,895 – 45,527 31,694
(785) – (751) –
Vehicles 325,496 251 105,597 – 383,482 119,777 (42) 35,385 – 135,544 247,938
(47,862) – (19,576) –
11,296,595 177,103 1,686,375 760,587 12,809,111 6,653,105 7,448 839,945 64,028 6,520,522 6,288,589
(1,079,719) (31,830) (1,026,179) (17,825)
21.1.1 Owned assets include assets amounting to Rs. 52.800 million (2016: Rs. 70.059 million) of the Group which are not in operation.
21.1.2 The cost of fully depreciated assets which are available for use as at December 31, 2017 is Rs. 3,444.478 million (2016: Rs. 2,453.082
million).
21.1.3 The depreciation charge for the year has been allocated as follows:
(Rupees in thousand) Note 2017 2016
174
21.1.5 Disposal of owned assets
Detail of owned assets disposed off during the year is as follows:
(Rupees in thousand) 2017
Particulars Accumulated Sales Mode of
of assets Sold to Cost depreciation Book value proceeds disposal
Plant and machinery Assets written off 42,392 39,776 2,616 – Scrapped
Bulleh Shah Packaging (Private) Limited 3,780 3,524 256 256 Negotiation
Outsider
175
(Rupees in thousand) 2017
Particulars Accumulated Sales Mode of
of assets Sold to Cost depreciation Book value proceeds disposal
Employees
Seema Riaz 137 53 84 75 Negotiation
Outsiders - related party
IGI Holdings Limited [Formerly IGI Insurance Limited] 111 28 83 52 Claim Settlement
Outsider
Muhammad Amin 1,015 85 930 436 Negotiation
Vehicles Employees
176
(Rupees in thousand) 2016
Particulars Accumulated Sales Mode of
of assets Sold to Cost depreciation Book value proceeds disposal
ANNUAL
REPORT
2017
177
21.2 Assets subject to finance lease
2017
Accumulated Deprecation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
December Exchange Additions / Transfer December as at December Exchange (deletions) Transfer as at December December
(Rupees in thousand) 31, 2016 differences (deletions) (out) 31, 2017 31, 2016 differences for the year (out) 31, 2017 31, 2017
Vehicles 79,782 4,971 5,685 – 77,184 26,707 2,408 11,277 – 32,715 44,469
(11,705) (1,549) – – – (7,120) (557)
Plant and equipment 41,107 7,110 – – 48,217 3,083 1,068 4,287 – 8,438 39,779
– – – –
2016
Accumulated Deprecation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
December Exchange Additions / Transfer December as at December Exchange (deletions) Transfer as at December December
(Rupees in thousand) 31, 2015 differences (deletions) in / (out) 31, 2016 31, 2015 differences for the year (out) 31, 2016 31, 2016
Vehicles 74,717 6,391 6,583 – 79,782 12,024 1,341 15,878 – 26,707 53,075
(7,909) (2,536) –
Plant and equipment 624,548 91,130 38,720 – 41,107 29,666 4,394 33,051 – 3,083 38,024
(713,291) – (64,028)
21.2.1 Depreciation charge for the year has been allocated as follows:
Cost of sales and services 34 5,104 33,616
Administrative expenses 35 7,572 9,967
Distribution and marketing costs 36 2,888 5,346
15,564 48,929
Civil works 4,050 4,473 – 145,085 – 657 (144) (23,937) – (7,072) 123,112
Plant and machinery 65,657 858,254 2,043 1,430,207 – 47,092 (9,299) (639,421) – – 1,754,533
Advances to suppliers 38,952 7,884 – _ 179,015 (47,749) _ (55,734) (536) – 121,832
108,659 870,611 2,043 1,575,292 179,015 – (9,443) (719,092) (536) (7,072) 1,999,477
2016
Capital Transfers to
Balance as at expenditure Advances Transfers within Charged operating Transfers to Transfer to Balance as
December Acquisition of Exchange incurred during given during capital work off during fixed other investment at December
(Rupees in thousand) 31, 2015 subsidiary differences the year the year in progress the year assets assets properties 31, 2016
178
(Rupees in thousand) Note 2017 2016
22.1 Developed
2017
Accumulated Transfer in Book value
Cost as at Transfer from Cost as at depreciation Depreciation depreciation as at
December Acquisition of under construction Transfer December as at December charge Transfer as at December December
(Rupees in thousand) 31, 2016 subsidiary property Additions out 31, 2017 31, 2016 for the year out 31, 2017 31, 2017
168,384 18,744 12,764,897 64,595 (105,569) 12,911,051 53,302 549,921 (34,600) 568,623 12,342,428
2016
Accumulated Transfer in Book value
Cost as at Transfer from Cost as at depreciation Depreciation depreciation as at
December Acquisition of under construction Transfer December as at December charge Transfer as at December December
(Rupees in thousand) 31, 2015 subsidiary property Additions in / out 31, 2016 31, 2015 for the year in 31, 2016 31, 2016
ANNUAL
REPORT
2017
179
22.1.2 Fair value of investment properties
Level 2 fair values
Fair value of certain investment properties, based on the valuation carried out by an independent valuer, as at December 31, 2017 is Rs
2,742.454 million (2016: Rs 3,915.224 million). The valuation is considered to be level 2 in the fair value hierarchy due to significant
observable inputs used in the valuation. The different levels have been defined in note 52.4.
Valuation techniques used to derive level 2 fair values
Level 2 fair value of investment property has been derived using a sales comparison approach. Sale prices of comparable land and
buildings in close proximity are adjusted for differences in key attributes such as location and size of the property. The most significant
input into this valuation approach is price per square foot.
Level 3 fair values
In the absence of current prices in an active market, the fair value is determined by considering the aggregate of the estimated cash flows
expected to be received from licensing / leasing out the property less the costs to complete and the estimated operating expenses. The
valuation is considered to be level 3 in the fair value hierarchy due to significant unobservable inputs used in the valuation. The different
levels have been defined in note 52.4. Fair value of such investment properties has been determined to be Rs 17,611 million (Rs 15,362
million).
Valuation techniques used to derive level 3 fair values
The Group has determined the fair value of as on December 31, 2017 by internally generated valuation model instead of involving
independent professionally qualified valuer. The valuation is considered to be level 3 in the fair value hierarchy due to unobservable inputs
used in the valuation. The major assumptions used in valuation model and valuation result at balance sheet date are as follows:
2017 2016
180
Computer software
(Rupees in thousand) Note Goodwill and ERP System Total
Accumulated amortisation
As at January 1, 2017 – (201,810) (201,810)
Amortisation for the year 23.2 – (14,521) (14,521)
As at December 31, 2017 – (216,331) (216,331)
Intangible assets under development – 1,026 1,026
Book value as at December 31, 2017 178,880 107,741 286,621
Year ended December 31, 2016
Cost
As at January 1, 2016 125,636 208,340 333,976
Additions during the year – 5,188 5,188
Exchange differences 26,869 71 26,940
As at December 31, 2016 152,505 213,599 366,104
Accumulated amortisation
As at January 1, 2016 – (183,539) (183,539)
Amortisation for the year 23.2 – (18,271) (18,271)
As at December 31, 2016 – (201,810) (201,810)
Book value as at December 31, 2016 152,505 11,789 164,294
23.1 Impairment test for Goodwill
For the purpose of annual impairment testing, goodwill is allocated to the operating segments expected to benefit from the synergies of
the business combination in which the goodwill arises, as follows:
Flexible Packages Convertors (Proprietary) Limited, South African project
The recoverable amount of the subsidiary is determined on the discounted cash flow basis.
The Company as a whole is determined to be a segment due to the fact that there are no distinguishable segments.
These calculations use cash flow projections based on financial budgets approved by management covering a five year period. The
present value of the expected cash flows of the above segments is determined by applying a suitable internal rate of return.
As the goodwill arose as a result of an acquisition of business during the financial period ended 31 December 2015, an impairment test
is performed annually.
ANNUAL
REPORT
2017
181
Percentage 2017 2016
The key assumptions used for the discounted cash flow calculation are as follows:
Internal rate of return (IRR) 26.74% 26.74%
Discount rate (pre-tax) 15.00% 15.00%
Growth rate 10.00% 10.00%
23.2 The amortisation charge for the year has been allocated as follows:
Cost of sales and services 34 7,571 9,768
Administrative expenses 35 6,950 8,503
14,521 18,271
24. Investments accounted for using the equity method
24.1 Amounts recognised in consolidated balance sheet
Investments in associates 24.4 9,470,360 4,390,677
Investment in joint ventures 24.5 331,770 9,476,358
9,802,130 13,867,035
182
(Rupees in thousand) Note 2017 2016
ANNUAL
REPORT
2017
183
(Rupees in thousand) Note 2017 2016
184
(Rupees in thousand) Note 2017 2016
ANNUAL
REPORT
2017
185
(Rupees in thousand) Note 2017 2016
186
(Rupees in thousand) Note 2017 2016
28. Stock-in-trade
Raw materials [including in transit Rs. 1,142.92 million
(2016: Rs. 313.876 million)] 28.1 4,180,635 1,724,365
Work-in-process 28.2 405,698 393,587
Finished goods 28.3 & 28.4 3,848,924 722,187
Goods purchased for resale 28.5 44,490 29,355
8,479,747 2,869,494
Provision for obsolete / slow moving stock in trade 28.6 (40,587) (23,048)
8,439,160 2,846,446
28.1 Raw materials amounting to Rs. 67.000 million (2016: Rs. 7.213 million) are in the possession of various vendors of the Group for further
processing into semi finished and finished goods to be supplied to the Group.
28.2 Work-in-process amounting to Rs. 9.200 million (2016: Rs. 7.030 million) is in the possession of various vendors of the Group for further
processing into other semi finished and finished goods to be supplied to the Group.
28.3 Finished goods amounting to Rs. 0.1902 million (2016: Rs. 0.152 million) are in the possession of various vendors of the Group that are
yet to be sold by the Group to these vendors.
28.4 Finished goods with a cost of Rs. 606.380 million (2016: Rs. 62.334 million) are being valued at net realisable value (‘NRV’) of
Rs. 526.590 million (2016: Rs. 48.668 million).
28.5 Goods purchased for resale of Rs. 4.804 million (2016: Nil) are carried at their NRV amounting to Rs. 4.410 million (2016: Nil) and the
resulting NRV write down expense amounting to Rs. 0.430 million (2016: Nil) has been charged to cost of sales and services.
ANNUAL
REPORT
2017
187
(Rupees in thousand) 2017 2016
188
30.1 Included in advances to employees are amounts due from executives of Rs. 9.016 million (2016: Rs. 1.428 million).
ANNUAL
REPORT
2017
189
(Rupees in thousand) Note 2017 2016
190
(Rupees in thousand) Note 2017 2016
32.1 The balances in deposit accounts bear mark up which is nill (2016: 4.0% to 10.0%) per annum.
32.2 The balances in saving accounts bear mark up which ranges from 3.75% to 5.50% (2016: 3.75% to 5.75%) per annum.
32.3 Included in these are total restricted funds of Rs. 1.332 million (2016: Rs. 1.332 million) held as payable to TFC holders.
33 Revenue
The group derives the following types of revenue:
Sale of goods 33.1 30,189,322 24,495,674
Services 33.2 1,701,877 –
33.2 Services
License fee 33.2.1 909,456 –
Service and management charges 33.2.2 693,198 –
Advertisements and parking income 33.2.3 99,223 –
1,701,877 –
ANNUAL
REPORT
2017
191
(Rupees in thousand) 2017 2016
33.2.2 This includes Rs. 544.239 million chargeable to sales tax and it is exclusive of sales tax of Rs. 96.203 million.
33.2.3 This includes Rs. 61.065 million chargeable to sales tax and it is exclusive of sales tax of Rs. 17.962 million.
192
(Rupees in thousand) 2017 2016
34.1.1 Salaries, wages and amenities include following in respect of retirement benefits:
Defined benefit plans
Gratuity fund 27,041 15,165
Defined contribution plans
Provident fund 28,180 19,626
Pension fund 38,443 27,342
Other benefit plan – –
Accumulating compensated absences 30,388 84,067
124,052 146,200
34.1.2 Salaries, wages and amenities include Rs. 310.090 million (2016: Rs. 315.487 million) in respect of labour contractors for services
rendered during the year.
34.1.3 This includes the reversal of provision recorded against the LPS on rate differential of Rs. 159.680 million (2016: Nil) .
34.1.4 Rent, rates and taxes include operating lease rentals amounting to Rs. 30.573 million (2016: Rs. 28.221 million).
34.1.5 Technical fee and royalty includes fee for services charged by DIC Asia Pacific Pte Limited, a related party amounting to Rs. 74.302 million
(2016: Rs. 77.601 million).
34.1.6 Cost of goods manufactured includes Rs. 2,065.338 million (2016: Rs. 1,751.024 million ) for stores and spares consumed, Rs. 28.184
million (2016: Rs. 23.128 million), Rs. 2.543 million (2016: Rs. 1.017 million) and Rs. 0.851 million (2016: Rs. 4.267 million) for raw
material, stores and spares and finished goods written off respectively.
ANNUAL
REPORT
2017
193
(Rupees in thousand) Note 2017 2016
35.4 In June 2017, Walton Cantonment Board concluded its assessment for property tax payable by the Parent Company relating to June 2014
to June 2017 resulting in a demand of Rs. 47.910 million which has been charged in the current year. Out of the total amount Rs. 39.983
million has been charged to administrative expenses and Rs. 7.927 million has been charged to cost of sales and services.
194
(Rupees in thousand) 2017 2016
36.2 Salaries, wages and amenities include Rs. 46.394 million (2016: Rs. 45.553 million) in respect of labour contractors for services rendered
during the year.
36.3 Rent, rates and taxes include operating lease rentals amounting to Rs. 8.430 million (2016: Rs. 9.668 million ).
36.4 Distribution and marketing costs include Rs. 3.995 million (2016: Rs. 22.997 million) for stores and spares consumed.
ANNUAL
REPORT
2017
195
(Rupees in thousand) Note 2017 2016
No other directors and their spouses had any interest in any of the donees during the year.
196
38.1 This includes indent commission income aggregating Rs. 0.805 million (2016 : Rs. 0.657 million) charged to Sun Chemicals Limited, DIC
India Limited and DIC Asia Pacific Pte Ltd, related parties (associated companies).
38.2 This includes compensation of Nil (2016 : Rs. 0.73 million) charged to DIC Asia Pacific Pte Limited (associated company) against not
providing material as per required specifications.
40. This represents dividend income from other long term investments as referred in note 25.
41. Taxation
Current
Current year 41.1 939,443 1,160,613
Prior years 190,442 422,632
1,129,885 1,583,245
Deferred 328,550 78,499
1,458,435 1,661,744
41.1 As explained in note 4.2, the Taxation Group’s provision for taxation (current and deferred) included in the charge for the current year is
based on the consolidated results of the Taxation Group which represents tax under ‘final tax regime’ and minimum tax on turnover net of
investment tax credit available to the Taxation Group by virtue of investment in plant and machinery. The Group taxation has resulted in a
reduction of Rs 69.471 million (2016: Nil) in the tax expense of the Taxation Group for the year.
ANNUAL
REPORT
2017
197
Percentage 2017 2016
41.2 Tax charge reconciliation
Numerical reconciliation between the average effective tax rate and the applicable tax rate
Applicable tax rate 30.00 31.00
Tax effect of amounts that are:
Associates and joint ventures results reported net of tax (10.13) 2.50
Differences in overseas taxation rates (0.01) (0.28)
Asset for share transaction of foreign subsidiary – (0.03)
Not deductible for tax purposes 0.42 0.53
Deductible for tax purposes (0.20) (0.13)
Exempt for tax purposes (0.13) (0.82)
Chargeable to tax at different rates (8.48) (17.19)
Effect of change in prior years’ tax 1.49 6.05
Group taxation as explained in note 4.2 (2.55) –
Tax credits and losses in respect of which no deferred tax asset
has been recognised (0.62) 2.11
Tax effect under presumptive tax regime and others 0.23 0.72
Tax credits and losses recognised during the year – 0.43
Deferred tax asset not recognised 2.06 –
Minimum tax 0.16 –
Effect of allowance against property income (0.34) –
Investment tax credit – (1.20)
(18.10) (7.31)
Average effective tax rate charged to consolidated profit and loss account 11.90 23.69
42. As referred to in note 6.9, in addition to the preferred right of return at the rate of 10 percent per annum, either in cash or ordinary shares
on a non-cumulative basis till the date of settlement of preference shares / convertible stock, the preference shareholders also have the
right to share the excess amount with the ordinary shareholders on an as-converted basis in case the amount of dividend per share paid
to an ordinary shareholder exceeds that paid to a preference shareholder. Since ordinary dividend of Rs. 25.00 per share was approved
for the year ended December 31, 2016, which exceeded the preferred return for that year, the additional preference dividend to be paid to
the preference shareholders has been distributed to the preference shareholders as participating dividend and charged directly to the equity.
The Group also provides the Chief Executive, Executive Directors and certain Executives with Group maintained cars, free transport and
utilities.
198
43.2 Premium charged in the consolidated financial statements in respect of directors’ indemnity insurance policy, purchased by the Group
during the year, amounted to Rs. 0.753 million (2016: Rs. 0.753 million)
43.3 Aggregate amount charged in the consolidated financial statements for the year for fee to 5 directors (2016: 5 directors) is Rs 4.550
million (2016: Rs 4.425 million).
44. Transactions with related parties
The related parties comprise joint ventures, associates, directors, key management personnel, post employment benefit plans and other
related parties. The Group in the normal course of business carries out transactions with various related parties. Amounts due from and
to related parties are shown under receivables and payables, amounts due from directors and key management personnel are shown
under receivables and remuneration of directors and key management personnel is disclosed in note 43. Other significant transactions
with related parties are as follows:
Relationship with the Nature of transactions 2017 2016
Group (Rupees in thousand)
i. Joint Ventures Purchase of goods & services 2,095,076 2,305,555
Sale of goods & services 341,632 386,071
Dividend income 5,958 1,435
Purchase of property, plant & equipment – 1,244
Rental income 48,065 65,589
Sale of Property, plant & equipment 1,144 9,781
iii. Other related parties Purchase of goods & services 464,255 146,114
Sale of goods & services – 710
Dividend paid 47,009 178,358
Commission earned 1,224 –
Commission expense 14,463 –
Royalty and technical fee - expense 74,342 77,601
Rebate received – 752
Donations of Parent Company 64,857 25,610
iv. Retirement obligations Expense charged in respect of retirement benefit plans 124,388 129,877
Dividend paid 70,811 42,486
(v) Key management personnel Salaries and other employee benefits 168,378 133,261
Dividend paid 57,182 34,309
All transactions with related parties have been carried out on mutually agreed terms and conditions.
There are no transactions with key management personnel other than under the term of employment.
ANNUAL
REPORT
2017
199
45. Capacity and production
Capacity Actual production
2017 2016 2017 2016
The variance of actual production from capacity is primarily on account of production planned as per market demand.
2017 2016
200
(Rupees in thousand) 2017 2016
10,800,669 5,247,233
Weighted average number of ordinary shares Numbers 89,379,504 89,379,504
Weighted average number of notionally
converted preference shares / convertible stock Numbers 8,186,842 8,186,842
97,566,346 97,566,346
Diluted earnings per share Rupees 110.70 53.78
51. Segment Information
A business segment is a group of assets and operations engaged in providing products that are subject to risk and returns that are
different from those of other business segments.
Types of Segments Nature of business
Packaging Manufacture and market packing products
Consumer Products Manufacture and market consumer / tissue products
Ink Manufacture and market industrial and commercial ink products
Real Estate Construction and development of real estate
Paper and Paper Board Manufacture and market paper and board products ANNUAL
REPORT
Unallocated Workshop and other general business 2017
201
202
Packaging Consumer Ink Real Paper and
Division Products Division Division Estate Paper Board Unallocated Total
(Rupees in thousand) 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016
Total revenue 20,707,051 18,206,462 4,374,835 3,848,427 3,868,353 3,690,144 1,701,878 – 2,804,947 – 288,505 343,947 33,745,569 26,088,980
Intersegment revenue (1,387,440) (439,522) (129,920) (11,504) (1,043,229) (934,562) – (66,434) (1,437,625) – (141,319) (141,284) (4,139,533) (1,593,306)
Revenue from external customers 19,319,611 17,766,940 4,244,915 3,836,923 2,825,124 2,755,582 1,701,878 (66,434) 1,367,322 – 147,186 202,663 29,606,036 24,495,674
Percentage of revenue 65% 73% 14% 16% 10% 11% 6% 0% 5% 0% 0% 1% 100% 100%
Interest revenue 2,041 2,241 – – – – 16,005 7,410 – – 3,560 13,174 21,606 22,825
Interest expense (356,389) (170,220) (20,758) (8,070) (30,522) (22,698) (367,393) – (87,891) – (368,698) (1,293,520) (1,231,651) (1,494,508)
Depreciation and amortisation (1,231,431) (619,695) (127,138) (107,012) (29,591) (27,266) (562,701) (2,900) (398,898) – (141,171) (154,766) (2,490,930) (911,639)
Segment profit / (loss) before tax 1,407,453 1,755,626 669,960 659,715 455,641 551,728 (286,548) (90,235) (93,633) – 5,240,026 4,818,904 7,392,899 7,695,738
Segment taxation (106,493) (214,119) (12,084) (30,089) (130,069) (223,035) (81,010) (4,990) (15,250) – (895,512) (1,237,018) (1,240,418) (1,709,251)
Segment profit / (loss) after tax 1,300,960 1,541,506 657,876 629,626 325,572 328,693 (367,558) (95,225) (108,883) – 4,344,514 3,581,887 6,152,481 5,986,487
%age of profit / (loss) after tax 21% 26% 11% 11% 5% 5% -6% -2% -2% 0% 71% 60% 100% 100%
Segment assets 21,923,522 9,790,948 1,849,118 1,603,568 1,781,752 1,485,012 13,518,943 11,030,559 15,900,473 – 6,722,694 1,178,369 61,696,502 25,088,456
Segment liabilities 3,256,886 884,615 215,559 119,048 211,309 278,271 264,349 96,772 1,485,524 – 30,335,550 18,981,614 35,769,177 20,360,320
(Rupees in thousand) 2017 2016
ANNUAL
REPORT
2017
203
51.6 Information by geographical area
Revenue Non - current assets
(Rupees in thousand) 2017 2016 2017 2016
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with
respect to the US dollar, the Euro and the Sri Lankan rupee. Foreign exchange risk arises from future commercial transactions and
recognised assets and liabilities. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities or
net investments in foreign operations that are denominated in a currency that is not the Group’s functional currency.
204
At December 31, 2017, if the Rupee had strengthened / weakened by 10% against the US dollar with all other variables held constant,
post-tax profit for the year would have been Rs. 86.248 million higher / lower (2016: Rs. 37.836 million higher / lower) mainly as a result
of foreign exchange gains / losses on translation of US dollar-denominated financial assets and liabilities.
At December 31, 2017, if the Rupee had strengthened / weakened by 10% against the Euro with all other variables held constant, post-
tax profit for the year would have been Rs. 49.581 million higher / lower (2016: Rs. 32.587 million) higher / lower, mainly as a result of
foreign exchange gains / losses on translation of Euro-denominated financial assets and liabilities.
At December 31, 2017, if the Rupee had strengthened / weakened by 10% against the Sri Lankan rupee with all other variables held
constant, other component of equity would have been Rs. 72.165 million (2016: Rs. 71.184 million) lower / higher, mainly as a result of
foreign exchange losses / gains on translation of net assets of Packages Lanka (Private) Limited, denominated in Sri Lankan Rupee.
At December 31, 2017, if the Rupee had strengthened / weakened by 10% against the South African Rand with all other variables held
constant, other component of equity would have been Rs. 15.748 million higher / lower (2016: 10.253 million higher / lower) , mainly as
a result of foreign exchange gains / losses on translation of Rand-denominated financial assets and liabilities.
At December 31, 2017, if the Rupee had strengthened / weakened by 10% against the Swedish Krona with all other variables held
constant, post-tax profit for the year would have been Rs. 0.056 million (2016: NIL) higher / lower, mainly as a result of foreign exchange
gains / losses on translation of Krona-denominated financial assets and liabilities.
(ii) Price risk
Price risk represents the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific
to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Group is
exposed to equity securities price risk because of investments held by the Group and classified as available for sale. The Group is not
exposed to commodity price risk. To manage its price risk arising from investments in equity securities, the Group diversifies its portfolio.
Diversification of the portfolio is done in accordance with the limits set by the board of directors.
The Group’s quoted investments in equity of other entities are publicly traded on Pakistan Stock Exchange.
The table below summarises the impact of increases / decreases of the KSE-100 index on the Group’s post-tax profit for the year and on
equity. The analysis is based on the assumption that the KSE had increased / decreased by 10% with all other variables held constant and
all the Group’s equity instruments moved according to the historical correlation with the index:
Impact on post - tax profit Impact on other components of equity
(Rupees in thousand) 2017 2016 2017 2016
Post-tax profit for the year would decrease / increase as a result of losses / gains on equity securities classified as at fair value through
profit or loss. Other components of equity would decrease / increase as a result of losses / gains on equity securities classified as available
for sale. As at December 31, 2017 the Group has no investment classified at fair value through profit or loss.
205
The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration refinancing,
renewal of existing positions, alternative financing and hedging. Based on these scenarios, the Group calculates the impact on profit and
loss of a defined interest rate shift. The scenarios are run only for liabilities that represent the major interest-bearing positions.
At December 31, 2017, if interest rates on floating rate borrowings had been 1% higher / lower with all other variables held constant,
post-tax profit for the year would have been Rs. 104.33 million (2016: Rs. 23.730 million ) lower / higher, mainly as a result of higher /
lower interest expense on floating rate borrowings.
(b) Credit risk
Credit risk represents the risk of financial loss being caused if counter party fails to discharge an obligation.
Credit risk of the Group arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial
institutions, as well as credit exposures to distributors and wholesale and retail customers, including outstanding receivables and
committed transactions. The management assesses the credit quality of the customers, taking into account their financial position, past
experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the board.
The utilisation of credit limits is regularly monitored and major sales to retail customers are settled in cash. For banks and financial
institutions, only independently rated parties with a strong credit rating are accepted.
The Group monitors the credit quality of its financial assets with reference to historical performance of such assets and available external
credit ratings. The carrying values of financial assets exposed to credit risk are as under:
As of December 31, 2017, trade receivables of Rs. 2,336.837 million (2016: Rs. 698.007 million) were past due but not impaired. These
relate to a number of independent customers for whom there is no recent history of default. The aging analysis of these trade receivables
is as follows:
The management estimates the recoverability of trade receivables on the basis of financial position and past history of its customers
based on the objective evidence that it shall not receive the amount due from the particular customer. The provision is written off by the
Group when it expects that it cannot recover the balance due. Any subsequent repayments in relation to amount written off, are credited
directly to consolidated profit and loss account.
The aging analysis of trade receivables from related parties as at balance sheet date is as follows:
206
(Rupees in thousand) 2017 2016
The credit quality of Group’s bank balances can be assessed with reference to external credit ratings as follows:
Rating Rating Rating
(Rupees in thousand) Short term Long term Agency 2017 2016
1,081,278 407,477
2017
207
At December 31, 2017
Less than Between 1 Between 2 Over
(Rupees in thousand) 1 year and 2 years and 5 years 5 years
208
At amortised cost
(Rupees in thousand) 2017 2016
Financial liabilities
Long term finances 17,988,200 11,112,552
Liabilities against assets subject to finance lease 81,993 96,189
Security deposits 277,655 –
Long term loan from shareholder of the Parent Company - unsecured 409,380 –
Short term loan from shareholder of the Parent Company - unsecured – 462,930
Finances under mark up arrangements - secured 5,091,722 1,918,079
Trade and other payables 7,512,233 5,126,373
Accrued finance cost 495,278 313,512
31,856,461 19,029,635
52.3 Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital
The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions. In order to maintain
or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders or issue new shares. Consistent with
the others in industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total
capital. Net debt is calculated as total borrowings including the current and non-current borrowings as disclosed in note 6 less cash and
cash equivalents as disclosed in note 44. Total capital is calculated as equity as shown in the balance sheet plus net debt. The gearing
ratio as at year end is as follows:
ANNUAL
REPORT
2017
209
Specific valuation techniques used to value financial instruments include:
- Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices)
or indirectly (that is, derived from prices) (level 2).
-
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The following table presents the Group’s assets that are measured at fair value:
At December 31, 2017
(Rupees in thousand) Level 1 Level 2 Level 3 Total
Assets
Recurring fair value measurement of
available-for-sale investments 41,966,317 – – 41,966,317
At December 31, 2016
(Rupees in thousand) Level 1 Level 2 Level 3 Total
Assets
Recurring fair value measurement of
available for sale investments 32,843,232 – – 32,843,232
Valuation techniques used to measure fair values
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is
regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or
regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted
market price used for financial assets held by the Group is the current bid price. These instruments are included in Level 1. The fair value
of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques
maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant
inputs required to fair value an instrument are observable, the instrument is included in Level 2. If one or more of the significant inputs is
not based on observable market data, the instrument is included in Level 3.
There were no other material Level 1, 2 or 3 assets or liabilities during current or prior year.
There were no transfers between levels 1 and 2 for recurring fair value measurements during the year.
210
53. Interests in other entities
53.1 Subsidiaries
The Group’s principal subsidiaries at 31 December 2017 are set out below. Unless otherwise stated, they have share capital consisting
solely of ordinary shares that are held directly by the Group, and the proportion of ownership interests held equals the voting rights held
by the Group. The country of incorporation or registration is also their principal place of business.
Name of Entity Place of business Ownership interest held Ownership interest held Principal
/ country of by the Group by by non-controlling interests activities
incorporation 2017 2016 2017 2016
Bulleh Shah Packaging (Private) Pakistan 100.00% 0.00% 0.00% 0.00% Manufacturing and sale of
Limited [BSPPL] paper, paperboard and
corrugated boxes.
Anemone Holdings Limited [AHL] Mauritius 100.00% 100.00% 0.00% 0.00% Intermediate holding company
of FPCL
DIC Pakistan Limited [DIC] Pakistan 54.98% 54.98% 45.02% 45.02% Manufacturing and sale of inks
Flexible Packages Convertors South Africa 55.00% 55.00% 45.00% 45.00% Manufacturing and sale of
(Proprietary) Limited [FPCL] flexible packaging
Packages Lanka (Private) Limited [PLL] Sri Lanka 79.07% 79.07% 20.93% 20.93% Manufacturing and sale of
flexible packaging
Linnaea Holdings Inc. [LHI] Canada 79.07% 0.00% 20.93% 0.00% Intermediate holding company of
[CPI]
Chantler Packaging Inc. [CPI] Canada 63.26% 0.00% 36.74% 0.00% Manufacturing and sale of
flexible packaging
Packages Construction (Private) Limited [PCPL] Pakistan 75.16% 75.16% 24.84% 24.84% Development and construction of
real estate
Packages Power (Private) Limited [PPPL] Pakistan 100.00% 100.00% 0.00% 0.00% Generation and sale of electricity
53.2 Non-controlling interests (NCI)
Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material to the Group.
The amounts disclosed for each subsidiary are before inter-company eliminations.
DIC Pakistan Flexible Package Lanka Packages
Limited Packages Convertors (Private) Construction
Summarised balance sheet (Proprietary) Limited Limited (Private) Limited
(Rupees in thousand) 2017 2016 2017 2016 2017 2016 2017 2016
Current assets 1,633,220 1,347,961 1,486,356 1,067,014 691,083 572,876 1,084,566 205,238
Current liabilities (795,084) (730,770) (1,354,627) (1,092,762) (503,325) (251,694) (1,076,675) (1,661,141)
Current net assets / (liabilities) 838,136 617,191 131,729 (25,748) 187,758 321,182 7,891 (1,455,903)
Non - current assets 148,532 144,371 2,158,527 1,903,534 615,934 399,236 12,434,377 10,825,322
Non - current liabilities (56,529) (52,572) (836,111) (672,682) (82,038) (136,178) (8,791,962) (5,475,550)
Non - current net assets 92,003 91,799 1,322,416 1,230,852 533,896 263,058 3,642,415 5,349,772
Net assets 930,139 708,990 1,454,145 1,205,104 721,654 584,240 3,650,306 3,893,869
Accumulated NCI 418,749 318,563 654,327 542,206 136,607 122,573 906,736 967,237
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DIC Pakistan Flexible Package Lanka Packages
Limited Packages Convertors (Private) Construction
Summarised statement of comprehensive income (Proprietary) Limited Limited (Private) Limited
(Rupees in thousand) 2017 2016 2017 2016 2017 2016 2017 2016
Revenue 3,868,353 3,690,144 3,915,746 3,540,016 1,525,884 1,429,488 1,701,878 –
Profit / (loss) for the year 325,572 328,693 95,540 110,756 134,563 156,524 (367,561) (95,225)
Other comprehensive income / (loss) – – 132,289 196,584 20,482 (36,053) – –
Total comprehensive income / (loss) 325,572 328,693 227,829 307,340 155,045 120,471 (367,561) (95,225)
Total comprehensive income / (loss)
allocated to NCI 146,573 147,353 42,993 138,303 28,164 25,215 (91,302) (18,348)
53.3 Transactions with non-controlling interests
During the last year on March 3, 2016 and July 19, 2016, PCPL issued 75,000,000 and 25,000,000 ordinary shares of Rs. 10 each at
par, which were not subscribed to by the Parent Company and consequently were issued to IGI Insurance Limited representing NCI. This
resulted in reduction of interest in subsidiary by 24.84%, which had been recorded at its proportionate interest of the carrying value of the
subsidiary. The difference between the amount by which the NCI was recorded and the fair value of the consideration received had been
recognised directly in equity and attributed to the controlling interest.
(Rupees in thousand) 2017 2016
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53.4 Interests in associates and joint ventures
Set out below are the associates and joint ventures of the Group as at December 31, 2017 which, in the opinion of the Directors, are
material to the Group. The entities listed below have share capital consisting solely of ordinary shares, which are held directly by the group.
The country of incorporation or registration is also their principal place of business, and the proportion of ownership interest is the same
as the proportion of voting rights held.
Place of % of ownership Nature of Measurement Quoted fair Carrying
business / country interest relationship method value amount
Name of Entity of incorporation 2017 2016 2017 2016 2017 2016
Tri-Pack Films Limited [TPFL] Pakistan 33.33% 33.33% Associate Equity method 1,808,985 3,797,774 3,075,353 3,023,783
IGI Holdings Limited [Formerly IGI
Insurance Limited] Pakistan 10.46% 10.61% Associate Equity method 3,828,720 4,009,372 6,395,007 1,366,894
IGI Investment Bank Limited [IGIIBL] Pakistan 0.00% 2.17% Associate Equity method – 15,032 – –
Bulleh Shah Packaging (Private)
Limited [BSPL] Pakistan 0.00% 65.00% Joint venture Equity method – (*) – 9,151,720
Plastic Extrusions (Proprietary)
Limited [PEPL] South Africa 50.00% 50.00% Joint venture Equity method (*) (*) 24,081 17,571
OmyaPack (Private) Limited [OPL] Pakistan 50.00% 50.00% Joint venture Equity method (*) (*) 307,689 307,067
Total equity accounted investments 9,802,130 13,867,035
Tri-Pack Films limited is in the business of manufacture and sale of biaxially oriented polypropylene (BoPP) film and cast polypropylene
(CPP) films.
IGI Holdings Limited [Formerly IGI Insurance Limited] is engaged in insurance business.
IGI Investment Bank Limited is engaged in investment banking.
Bulleh Shah Packaging (Private) Limited is engaged in the manufacture and sale of paper, paperboard and corrugated boxes.
Plastic Extrusions (Proprietary) Limited is engaged in the manufacture and sale of plastics.
OmyaPack (Private) Limited is engaged in manufacture and sale of high quality ground calcium carbonate products. The Company has not
yet commercially commenced operations.
(*) These are privately held entities for which no quoted price is available.
53.4.1 There are no commitments and contingent liabilities of the Group in respect of associates and joint ventures.
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53.4.2 Summarised financial information for associates
The table below provides summarised financial information of those associates that are material to the Group. The information disclosed
reflects the amounts presented in the financial statements of the relevant associates and not the Group’s share of those amounts:
Tri-Pack Films Limited IGI Holdings Limited
Summarised balance sheet [Formerly IGI Insurance Limited
(Rupees in thousand) 2017 2016 2017 2016
214
Bulleh Shah Packaging Omya Pack
Summarised balance sheet (Private Limited) (Private Limited)
(Rupees in thousand) 2017 2016 2017 2016
Current assets
Cash and cash equivalents – 92,903 308,498 607,753
Other current assets – 7,511,683 57,723 2,513
Total current assets – 7,604,586 366,221 610,266
Non-current assets – 16,204,750 359,561 4,893
Current liabilities
Financial liabilities (excluding trade payables) – (3,227,283) (110,379) (708)
Other current liabilities – (2,656,726) – (293)
Total current liabilities – (5,884,009) (110,379) (1,001)
Non-current liabilities
Financial liabilities (excluding trade payables) – 4,935,000 – –
Other non-current liabilities – 479,198 – –
Total non-current liabilities – 5,414,198 – –
Net assets – 12,511,129 615,403 614,158
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53.4.4.1 Individually immaterial joint ventures
In addition to the interests in joint ventures disclosed above, the Group also has interests in individually immaterial joint venture, Plastic
Extrusions (Proprietary) Limited, that is accounted for using the equity method:
(Rupees in thousand) 2017 2016
Details of the purchase consideration, the net assets acquired and bargain purchase gain are as follows:
(Rupees in thousand)
Cash 776,255
Fair value of equity interest held in BSPPL
before the business combination 9,608,465
Total purchase consideration 10,384,720
The Group recognised a gain of Rs. 625.144 million as a result of measuring at fair value its 65% equity interest in BSPPL held before
the business combination. The gain has been recognised in gains and losses relating to business combinations in the consolidated profit
and loss account for the year ended December 31, 2017.
216
The assets and liabilities recognised as a result of the acquisition are as follows:
Carrying Fair value and Fair value as at
amounts as at other at September
(Rupees in thousand) September 18, 2017 adjustments 18, 2017
Assets
Property, plant and equipment 15,011,735 3,493,214 18,504,949
Investment property 5,699 13,045 18,744
Intangible assets 87,207 – 87,207
Long term loans and deposits 88,686 – 88,686
Stores and spares 1,127,905 – 1,127,905
Stock-in-trade 4,911,836 – 4,911,836
Trade debts 1,874,842 (285,487) 1,589,355
Loans, advances, deposits, prepayments and other receivables 377,482 – 377,482
Income tax receivable 801,013 – 801,013
Cash and bank balances 89,071 – 89,071
24,375,476 3,220,772 27,596,248
Liabilities
Long term finances - secured 3,290,000 – 3,290,000
Deferred taxation 490,954 975,065 1,466,019
Retirement benefits 127,090 – 127,090
Deferred liabilities 133,908 – 133,908
Current portion of long term finances - secured 1,645,000 – 1,645,000
Finances under mark up arrangements - secured 4,084,367 – 4,084,367
Trade and other payables 2,294,349 (36,721) 2,257,628
Accrued finance cost 58,746 – 58,746
12,124,414 938,344 13,062,758
Net assets acquired 12,251,062 2,282,428 14,533,490
Gain on bargain purchase (4,148,770)
10,384,720
Gain on bargain purchase has been recognised in gains and losses relating to business combinations in the consolidated profit and loss
account for the year ended December 31, 2017.
Acquisition-related costs of Rs. 57.323 million have been recogised in gains and losses relating to business combinations in the
consolidated profit and loss account for the year ended December 31, 2017.
Transaction recognised separately from business combination on account of elimination of net payable balance to BSPPL as at the
date of acquisition amounting to Rs. 248.766 million has been recogised in gains and losses relating to business combinations in the
consolidated profit and loss account for the year ended December 31, 2017.
The fair value of acquired trade receivables is Rs. 1,589.355 million. The gross contractual amount for trade receivables due is
Rs. 1,618.269 million, of which Rs. 28.914 million is expected to be uncollectible. The fair value of all other acquired receivables is equal
to their gross contractual amounts.
The carrying value of identifiable assets acquired and liabilities assumed, except investment property and freehold land, buildings and
plant and machinery included in property, plant and equipment, approximate their fair values. The Parent Compay has carried fair valuation
exercise and incorporated fair value adjustments in these consolidated financial statements. ANNUAL
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There were no acquisitions in the year ended December 31, 2016.
The acquired business contributed revenues of Rs. 3,776.729 million and net loss of Rs. 187.416 million to the Group for the period from
September 18, 2017 to December 31, 2017.
If the acquisition had occurred on January 1, 2017, consolidated pro-forma revenue and profit for the year ended December 31, 2017
would have been Rs. 43,886.468 million and Rs. 25,258.611 million respectively. These amounts have been calculated using BSPPL’s
revenues adjusted for intergroup sales and Group’s share of BSPPL’s total comprehensive loss and BSPPL’s loss before acquisition date.
54.2 Other business combinations
Other business combinations which occurred during the current year, as referred to in note 1, are considered to be individually and
collectively immaterial to the Group. Hence, the details of these business combinations have not been disclosed in these consolidated
financial statements.
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VIDEO CONFERENCE FACILITY
In this regard, please fill the following form and submit to registered address of the Company 7 days before holding of the Annual General
Meeting.
If the Company receives consent from Members holding ten percent (10%) or more shareholding residing in a city, to participate in the Meeting
through video- link at least [7] days prior to date of Meeting, the Company will arrange video- link facility in the city subject to availability of
such facility in that city.
The Company will intimate Members regarding venue of video-link facility at least 5 days before the date of the Annual General Meeting along
with complete information necessary to enable them to access the facility.
Packages Limited, holder of ____________________ Ordinary shares as per Register Folio No. / CDC Accounts No._________________
_____________________
Signature of member
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2017
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ELECTRONIC TRANSMISSION CONSENT
Pursuant to the allowance granted through SRO 787(I)/2014 dated September 8, 2014, by the Securities and Exchange Commission of
Pakistan, the Company can circulate its Audited Financial Statements along with the Company’s Notice of Annual General Meetings etc.,
through email to its shareholders. Those shareholders who wish to receive the Company’s Annual Reports via email are requested to provide a
completed consent form to the Company’s Share Registrar, FAMCO Associates (Pvt) Limited.
PLEASE NOTE THAT RECEIPT OF THE ANNUAL REPORTS VIA EMAIL IS OPTIONAL AND NOT COMPULSORY.
Pursuant to the directions given by the Securities and Exchange Commission of Pakistan through its SRO 787(I)/2014 dated September
8, 2014, I, Mr./Ms. S/o, D/o, W/o hereby consent
to have Packages Limited’s Audited Financial Statements and Notice of Annual General Meetings etc., delivered to me via email on my email
address provided below:
It is stated that the above mentioned information is true and correct and that I shall notify the Company and its Share Registrar in writing of
any change in my email address or withdrawal of my consent to email delivery of the Company’s Audited Financial Statements and Notice of
Annual General Meetings etc. .
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FORM OF PROXY
63rd Annual General Meeting
I/We
hereby appoint of
or failing him of
or failing him of
as my proxy to vote for me and on my behalf at the Annual General Meeting of the Company to be held on Thursday, April 19, 2018 at 10.30 a.m.
at Beach Luxury Hotel, Moulvi Tamizuddin Khan Road, Karachi and at any adjournment thereof.
WITNESSES:
1. Signature :
Name :
Address :
Please affix
CNIC or Signature Rupees five
revenue stamp
Passport No. :
CNIC or
Passport No.:
Note: Proxies in order to be effective, must be received by the Company not less than 48 hours before the meeting.
A proxy need not be a member of the Company.
CDC Shareholders and their Proxies are each requested to attach an attested photocopy of their Computerized
National Identity Card or Passport with this proxy form before submission to the Company.
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PACKAGES LIMITED
Dear Shareholder,
ELECTRONIC CREDIT MANDATE FORM
We wish to inform you that in accordance with the provisions of Section 242 of the Companies Act, 2017, it is mandatory for alisted company to pay cash dividend
to its shareholders only through electronic mode directly into the bank account designated by the entitled shareholders.
In order to receive your dividends directly in your Bank account, please complete the particulars as mentioned below and return this letter duly signed along with
a copy of your CNIC to the Registrar of the Company M/s FAMCO Associates (Pvt.) Limited, 8F, Near Hotel Faran, Nursery, Block 6, P.E.S.C.H.S., Shahrah-e-Faisal,
Karachi.
In case your shares are held in CDC then you must submit this dividend mandate form directly to your Broker/Participant/CDC
Account Services.
Yours sincerely,
For PACKAGES LIMITED
(Adi J. Cawasji)
Company Secretary
SHAREHOLDER’S SECTIONS:
I hereby communicate to receive my future dividends directly in my Bank account as detailed below:
Name of shareholder :
Company name: Packages Limited
Folio No. / CDC Participant ID & A/C No. :
Contact number of shareholder : Landline: Cell:
Name of Bank :
Bank branch & full mailing address :
IBAN Number (See Note below) :
Title of Account :
CNIC No. (copy attached) :
NTN (in case of corporate entity) :
It is stated that the above particulars given by me are correct to the best of my knowledge and I shall keep the Company/Participant/CDC Investor Account Services
informed in case of any change in the said particulars in future.
CNIC No.
Shareholders Signature (Copy attached)
Note:
Please provide complete IBAN, after checking with your concerned branch to enable electronic credit directly into your bank account.
The payment of cash dividend will be processed on the basis of the account number alone. Your company is entitled to rely on the account number as per your
instructions. The company shall not be responsible for any loss, damage, liability or claim arising, directly or indirectly, from any error, delay, or failure in
performance of any of its obligations hereunder which is caused by incorrect payment instruction and / or due to any event beyond the control of the company.
ANNUAL
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PACKAGES LIMITED
232
INVESTORS’ EDUCATION
In pursuance of SRO 924(1)/2015 dated September 9th, 2015 issued by the Securities and Exchange Commission of Pakistan (SECP), the
following informational message has been reproduced to educate investors:
www.packages.com.pk
Head Office
Shahrah-e-Roomi, P.O. Amer Sidhu
Lahore - 54760, Pakistan
Tel: +92 42 35811541-6
Fax: +92 42 35811195