Report
Report
Report
OUR SPIRIT
Stepping into the year with thunderous passion to reach
soaring heights of excellence of a novel reality, Packages
Limited embodies the value of going above and beyond in
contributing to the society.
With the hard work of its people combined with their honest spirit
to serve the customer, Packages Limited is determined to increase
value for consumer. This year is all about moving forward and
paving a new path for a brighter reality.
Contents
57
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 In 1993, a joint venture agreement was signed with
venture between the Ali Group of Pakistan and Akerlund & Mitsubishi Corporation of Japan for the manufacture of
Rausing of Sweden, to convert paper and paperboard into Polypropylene films at the Industrial Estate in Hattar,
packaging for consumer industry. Over the years, Packages Khyber Pakhtunkhwa. This project, Tri-Pack Films Limited,
Limited has continued to enhance its facilities to meet the commenced production in June 1995 with equity
growing demand of packaging products. participation by Packages Limited, Mitsubishi Corporation,
Al-Tawfeek Company for Investment Funds, Saudi Arabia
In 1968, with IFC participation, Packages Limited integrated and general public. Packages Limited owns 33.33% of Tri
upstream by establishing a Pulp and Paper Mill with a Pack Films Limited’s equity.
capacity of 24,000 tons per year based on waste paper
and agricultural by-products i.e. wheat straw and river In July 1994, Coates Lorilleux Pakistan Limited (currently
grass. With growing demand, the capacity was increased DIC Pakistan Limited), in which Packages Limited has
periodically and in January 2003, total capacity was nearly 54.98% ownership, commenced production and sale of
100,000 tons per year. printing inks.
In 1982, Packages Limited modified a paper machine to During the same year, the Company initiated the capacity
produce tissue paper in response to growing awareness expansion of its Paper and Board Mill to 65,000 tons per
and demand for hygienic and disposable tissues. The “Rose year and conversion capacity to 56,000 tons per year. At
Petal” brand name was launched with facial tissues and the same time, the Company also upgraded the quality
was later expanded to include toilet paper, kitchen roll and of Packages Limited products and substantially improved
table napkins. pollution control to meet the World Bank environmental
guidelines. The said expansion was completed in 1998 at a
In 1986, the Company established a flexible packaging cost of PKR 2.7 billion.
unit to cater to the increasing demand from consumers for
sophisticated packaging used primarily in the food industry.
2
In 1996, Packages Limited entered into a joint venture Effluent Treatment Plant were capitalized and commercial
agreement with Printcare (Ceylon) Limited for the operations were commenced during the year 2007. Second
production of flexible packaging materials in Sri Lanka. phase comprising of Writing and Printing Paper Machine
The project, Packages Lanka (Private) Limited, in which (PM-7), De-inking Pulp Plant, 41MW Power House, Steam
Packages Limited has 79.07% ownership, commenced Turbine and Secondary Effluent Treatment Plant was
production in 1998. completed in the year 2009.
During 1999-2000, Packages Limited successfully In 2008, the Company embarked upon capacity expansion
completed the expansion of the flexible packaging line in its tissue division through installation of a new tissue
by installing a new rotogravure printing machine and paper manufacturing machine (PM-9) with production
enhancing the carton line by putting up a new Lemanic capacity of 33,000 tons per annum.
rotogravure inline printing and cutting creasing machine. In
addition, a new 8-color Flexographic printing machine was During 2011, a lamination machine was installed in the
also installed in the flexible packaging line in 2001. flexible department at a cost of PKR 96 million. This
was Pakistan’s first high speed solvent-less automatic
Packages Limited commenced production of corrugated lamination machine. It has turret winders for automatic
boxes from its plant in Karachi in 2002. reel and a capacity of 450 meters per minute. The rebuild
project of Paper Machine (PM-6), installed at Bulleh Shah
In 2005, the Company embarked upon its Paper & Board Paper Mills, was completed in the second quarter of 2011
expansion plan at a new site ‘Bulleh Shah Paper Mills’ leading to capacity expansion of 30,000 tons. The machine
(currently Bulleh Shah Packaging (Private) Limited), almost started commercial operations with enhanced capability
tripling its capacity from 100,000 tons per annum to of producing high value added liquid packaging and
300,000 tons per annum. Capacity expansion at Bulleh bleached board. Moreover, the Corrugator Machine in
Shah Paper Mills was completed in two phases. In the Kasur Plant was upgraded in 2011 to improve efficiency,
first phase, Brown Board Machine (PM-6) along-with high reliability, enhance capacity and reduce waste. This upgrade
yield straw pulping & OCC plants and its back processes activity resulted in increased capacity of 14%.
such as 11 MW Power House, Gas Turbine and Primary
In 2012, the Company invested in a rotogravure machine In 2016, as part of Company’s continuing efforts towards
for its flexible packaging business with a total estimated technological upgradation, the Company invested Rs.
project cost of Rs. 326 million as part of the Company’s 292 million in a new offset printing line having double
efforts to remain abreast of improved technological coating capability to cater to the growing demand in the
developments in the Packaging business. In the same year, folding cartons business. The Company has also made an
to enable continuous growth and technical development investment of Rs. 122 million in their pre-press department
in the Paper & Paperboard segment, the Company signed a for a state of art engraving machine and cylinder making
50/50 Joint Venture agreement with Stora Enso OYJ Group line. This investment was in line with the Company’s efforts
of Finland in its 100% wholly owned subsidiary, Bulleh Shah to provide its customers with the highest quality of printing.
Packaging (Private) Limited. The Joint Venture included Further, the Company made strategic investments of Rs. 82
Paper & Paperboard and Corrugated business operations at million including a new facial line, toilet roll line and a fully
Kasur and Karachi. The Joint Venture Agreement with Stora automated party pack machine to meet growing customer
Enso OYJ Group, signed in 2012, was implemented in 2013 demand.
and Packages Limited completed the transfer of assets and
related obligations of Paper & Paperboard and Corrugated In line with strategy to diversify, the Company incorporated
business operations to Bulleh Shah Packaging (Private) a wholly-owned subsidiary, Packages Power (Private)
Limited along with cash equity injection for a 65% share. Limited, for the purpose of setting up a 3.1 MW hydropower
project with an initial equity injection of Rs. 25 million.
During 2014, the Company invested in an Offset Printing The Company also made an additional investment of Rs.
Line in continuation of its efforts to remain abreast of 309.5 million in the equity of Omya Pack (Private) Limited
improved technological developments in the Packaging (“JV Company”). This was followed by matching cumulative
business. The Offset Printing Line commenced its equity investment by joint venture partner, Omya Singapore
commercial operations during the first quarter of 2014 and Pte Limited.
had made available additional capacity to meet growing
customer demands in the Folding Carton business. In In 2017, the Company invested Rs. 540 million in
May 2014, as part of its asset and income diversification upgradation of the flexible packaging line that includes
strategy, the Company initiated development of a high wide-web Flexo Printing Press as well as a state of the
quality retail mall at its Lahore land through its subsidiary, art 7-layer blown film Extruder which not only boasts of
Packages Construction (Private) Limited. The Company higher production capabilities but also adds depth to the
currently holds 75.16% equity in Packages Real Estate packaging solutions. Further investments to the tune of
(Private) Limited [Formerly Packages Construction (Private) Rs. 105 million was made in the downstream operations
Limited]. of lamination, slitting and bag making to complement the
additional capacity brought in. All these investments were
In 2015, as a part of its continuing efforts towards in line with the Company’s efforts to provide its customers
technological upgradation, the Company invested in a with the highest quality of Packaging solutions for Flexible
new toilet roll line to cater to the growing demand. A new Packaging line and to grow the market share despite ever
brand by the name of “Maxob” produced on this machine growing competition by staying ahead of the technological
was launched. In line with strategy to diversify and enter curve.
into new high growth markets, in June 2015, the Company
completed the acquisition of 55% share in the operation Packages Mall was inaugurated on April 20, 2017 and the
of a flexible packaging company in South Africa. Further, customer response was very encouraging. The mall has
during 2015, the Board of Directors resolved to start a been designed on international standards by a team of
50/50 joint venture with Omya Group of Switzerland. The foreign and local professionals. Packages Mall offers over
joint venture, Omya Pack (Private) Limited, has set up a 200 plus brands, a multiplex cinema, food court, play area
production facility in Kasur for supplying a range of high and Hyperstar all under one roof.
quality ground calcium carbonate products specifically
tailored to meet local and regional market demand. Further, the Company acquired remaining 35% shares
hold by Stora Enso in Bulleh Shah Packing (Private) Limited
(‘‘BSPPL’’). Accordingly, BSPPL became the fully owned
subsidiary of the Company from September 18, 2017.
4
Year 2018
Investment made last year for upgradation of flexible packaging line that includes wide-web Flexo Printing Press as well
as a state of the art 7-layer blown film Extruder has been successfully completed and made fully operational in 2018. This
packaging line will not only boast of higher production capabilities but also gives the Company a competitive edge over
its competitors. The Company has yet again proven itself to be a pioneer in flexible packaging by investing Rs. 230 million
in order to bring the first ever Extrusion Lamination machine in Pakistan. The Company has also invested an approximate
Rs. 400 million in enhancing and upgrading its Rotogravure printing capabilities by bringing in a new wide web Roto
Printing Press.
Further, the Company also invested Rs. 581 million on installation of a new offset packaging line that includes a 7-color
printing press with 2 coating units and cutting creasing machine as well as a state of the art folding gluing machine
with speed wave technology which not only boasts of higher production capabilities but also adds depth to the Folding
packaging solutions.
PACKAGES LIMITED
Bulleh Shah Packaging (Private) Limited – 100% IGI Holdings Limited – 10.54%
Packages Lanka (Private) Limited – 79.07% Linnaea Holdings Inc. – 100% Chantler Packages Inc. – 80.00%
Anemone Holdings Limited – 100% Flexible Packages Convertors (Pty) Limited – 55.00%
6
Organogram
Board of Directors
Audit
Committee
Supply Internal
Management Customer
Services
(ICS)
Industrial
Relations
Manufacturing
Excellence
8
Management Team
Asghar Abbas
Head of Packaging Division
Shaheen Sadiq
Head of Consumer Products Division
Nauman Noor
Business Unit Manager - Folding Cartons
Pharmaceutical Tobacco Infant Nutrition Offering products made from the finest raw materials
with strong quality controls ensure that each product
the consumer buys offer a delightful experience. Product
development has also been our focus based on the
demands and needs of our consumers. Great effort is put
Personal Care Confectionery Home Care into producing improved and innovative products to make
Products
life healthy, hygienic and comfortable for our consumers.
10
Brands as well as technical support and after sales support to
customers. Customer complaints are followed by proper
Key brands of Consumer Products Division are: feedback and management reporting so that customers
are always given the due attention they require.
• Rose Petal
• Tulip Pre-Press Department
• Maxob Pre-Press is the nerve center of Packages Limited where
• Double Horse concepts and ideas are developed and woven with
• Zzoop marketing strategies of customers to attract the end users
of the products produced by customers.
Certifications The department has been revolutionized over the last two
decades and now follows the design process completely
The disciplined, motivated and hardworking team of
in soft form; images and texts are simultaneously directed
Packages Limited has never compromised on the standards
from computers to:
of work environment. This positive professional attitude
has helped the business divisions to acquire numerous
• Image setters;
certifications including:
• Plate making devices (CDI, Digital System for Flexo);
– Food Safety System Certification-ISO 22000: 2005 + and
PASS 223 • Digital engraving machines
– ISO 14001: 2015
– ISO 9001 & FSC CoC Packages Limited has high-tech computer systems where
– HALAL (S.A.N.H.A) / HALAL Packaging Management digital files are produced instead of photographic negatives.
System For achieving high quality in all of printing methods (Roto,
– British Retail Consortium Grade “A” Flexo and Offset), Pre-Press department is equipped with
– Green Office Diploma the latest technology in cylinder, photo polymer and plate
– OHSAS 18001: 2007 making equipment which provides support to various
– ISO 50001 production departments.
– SEDEX/ SMETA
Pre-press converts the packaging design according to the
Packaging Division is also certified for URSA (Unilever technical requirements on any printing technique like
Responsible Sourcing Audit). The Company is heads on with Gravure, Flexography and Offset without compromising the
implementation of Total Productive Maintenance (TPM) to creative integrity of designs.
achieve zero downtimes, defects and accidents.
Research and Development (R&D)
Service Departments Research & Development continues to be one of Packages
Packages Limited believes that its entire operations have to Limited’ unique selling points. As the consumer industry
be in line with the needs of the customers. Our operations focuses on cost control, limiting carbon footprint and an
are supported by excellent service departments who overall mindset of “more with less”, innovation is the name
consistently strive to deliver what the customers need on of the game.
timely basis.
The Research and Development department at Packages
Customer Services Department (CSD) Limited tirelessly works to understand consumer needs and
provides innovations on both design and structure based
Our Customer Services Department (CSD) constantly
on global trends. The department also plays a key role in
monitors production and supply chain to ensure on-time
supporting the customers in their cost control initiatives
delivery to the customer and that the right quality product
as we see the growth of our customers business as our
reaches the customer at the right time. CSD also performs
success.
core liaison function to arrange development activities
Mr. Towfiq Habib Chinoy, Syed Hyder Ali joined Mr. Asghar Abbas joined Mr. Imran Khalid Niazi Mr. Josef Meinrad Mueller
Non-Executive Director, Packages Limited in July the Company in 1998 is associated with the is associated with the
has been associated with 1987 and presently holds and currently holds the Company as a Non- Company as a Non-
the Company as Chairman the position of Managing position of Director and Executive Director. He is Executive Director. He
of the Board of Directors Director & CEO of the Head of Packaging Division a seasoned leader having was born in Switzerland
since 2008. He also holds Company. He has done of the Company. He has provided professional, where he obtained his
chairmanship at the board his Master’s in Science been associated with the technical leadership at education including MBA
of Jubilee General Insurance from Institute of Paper Group in various capacities multinational companies from IMD (formerly IMEDE)
Company Limited. He holds Chemistry and has also over the years including across the globe. His in Lausanne where he also
Directorship of International served as Mill Manager Managing Director of professional journey served as an Executive-in-
Steels Limited, National of Paper and Board Packages Lanka (Private) has taken him from Residence. He has over 39
Foods Limited and Pakistan operations of the Company. Limited. He holds a fertilizer, food, dairy years of senior international
Business Council and is He holds Directorship in Masters’ degree in Business and pharmaceutical management experience
also the Chairman of the several other companies Administration from multinational companies at the Nestle Group in
Board of Governors of including IGI Holdings Nanyang Technological to Coca-Cola Company. He developed and emerging
Indus Valley School of Arts Limited, IGI Life Insurance University (NTU), Singapore. holds a Masters’ degree markets. He is familiar with
and Architecture, Trustee Company Limited, IGI Currently, he also holds in Chemical Engineering Pakistan where he served as
of Mohatta Palace Gallery General Insurance Limited, Directorship of Chantler from the University of Managing Director of Nestle
Trust and Habib University IGI Investments (Private) Packages Inc., Packages Arizona, USA. Currently, Pakistan Limited during
Foundation. Limited, Nestle Pakistan Lanka (Private) Limited, he also holds Directorship 1992-1995. Throughout
Limited, Packages Real Anemone Holdings Limited of Bulleh Shah Packaging his international career, he
Estate (Private) Limited and Flexible Packages (Private) Limited, Packages was entrusted with several
[formerly Packages Convertors (Proprietary) Real Estate (Private) senior leadership positions
Construction (Private) Limited. Limited [formerly Packages in different countries,
Limited], Packages Construction (Private) including his important
Lanka (Private) Limited, Limited], Dynamic Textiles role as CEO and Chairman
Sanofi-Aventis Pakistan (Pvt.) Ltd, Lahore, Damen of Nestle in the Greater
Limited, Tri-Pack Films (a Women Development China Region. Following
Limited, Tetra Pak Pakistan NGO), Lahore and Damen his retirement from the
Limited, Bulleh Shah Support Program (a Nestle Group, Mr. Mueller
Packaging (Private) Limited, Microfinance Institution), continues to remain very
and Flexible Packages Lahore. He is also on the active in the international
Convertors (Proprietary) Management Committee of business world as an
Limited, South Africa. He is Islamia Girls Schools, Lahore independent business
also serving on the Board and Executive-in-Residence, advisor.
of several philanthropic, Lahore University of
educational, charitable Management Sciences
and business support (LUMS).
organizations including
Pakistan Centre for
Philanthropy, National
Management Foundation,
Packages Foundation, Syed
Maratib Ali Religious and
Charitable Trust Society and
Babar Ali Foundation. He
is also board member of
Ali Institute of Education,
International Chamber
of Commerce, Lahore
University of Management
Sciences and World-Wide
Fund for Nature.
12
Mr. Shamim Syed Syed Mr. Atif Mr. Tariq
Ahmad Khan Aslam Mehdi Shahid Ali Aslam Bajwa Iqbal Khan
Mr. Shamim Ahmad Syed Aslam Mehdi, Syed Shahid Ali is currently Mr. Atif Bajwa has an Mr. Tariq Iqbal Khan
Khan is associated with Non-Executive Director, associated with the extensive international is associated with the
the Company as Non- has a Master’s degree in Company as Non-Executive career spanning 37 years Company as a Non-
Executive Director. He has Business Administration Director. He also holds of executive leadership Executive Director. He is
served various government from Institute of Business Directorship of several other roles in banking, and of a Fellow member of the
organisations in different Administration, Karachi companies including Treet multiple Board and public Institute of Chartered
capacities namely Securities and has been associated Corporation Limited, Treet interest positions. Mr. Bajwa Accountants of Pakistan,
and Exchange Commission with different companies Assets (Private) Limited, received his education at with diversified experience
of Pakistan and Ministry of the Packages Group Treet Power Limited, Loads Columbia University, New of more than 42 years.
of Commerce. He was in various capacities over Limited, IGI Holdings York. Having started his He has held leading
the founder Chairman the years. He also served Limited, Ali Automobiles professional journey by policy-making positions in
of the Securities and as the General Manager Limited, First Treet joining Citibank in 1982 various associations and
Exchange Commission of of Packages Limited Manufacturing Modaraba, (where he spent a total institutions in the country,
Pakistan. He has also been from September 2008 to Global Econo Trade (Private) of 16 years), he has since including being a Founding
engaged with consultancy September 2014. Currently, Limited, Multiple Auto Parts held numerous senior Director and President of
assignments for Asian he is the Managing Director Industries (Private) Limited, positions in large local and Islamabad Stock Exchange,
Development Bank and of Bulleh Shah Packaging Specialized Autoparts multinational banks, which Commissioner and Acting
other organizations. (Private) Limited and Industries (Private) includes: President/CEO of Chairman Securities and
Currently, he holds holds Directorship of DIC Limited and Specialized Bank Alfalah, President/CEO Exchange Commission of
Directorship of Abbott Pakistan Limited, Packages Motorcycles (Private) of MCB Bank and Soneri Pakistan and Managing
Laboratories Pakistan Real Estate (Private) Limited. He is also actively Bank, Regional Head for Director/Chairman at
Limited, Attock Refinery Limited [formerly Packages involved in social and Citigroup for Central and Investment Corporation
Limited, IGI Holdings Construction (Private) cultural activities and holds Eastern Europe, Head of of Pakistan/National
Limited, IGI Life Insurance Limited], Tri-Pack Films senior positions on the Consumer Banking for ABN Investment Trust. Currently,
Company Limited and Limited, Packages Lanka governing boards of several AMRO’s Asia Pacific region, he holds Directorship of
Karandaaz (Pvt) Limited. He (Private) Limited, Tetra hospitals and philanthropic and Country Manager for International Steels Limited,
is also a member of Board Pak Pakistan Limited and organizations including ABN AMRO Pakistan. National Refinery Limited,
of Governors of Sustainable Printcare PLC, Sri Lanka. Liaquat National Hospital. Mr. Bajwa has been active Silk Bank Limited, Pakistan
Development Policy He is also the member of in business, social and Oilfields Limited and FFC
Institute and is serving on the Board of Governors of public interest areas, and Energy Limited.
the Board of Trustees of the National Management has led key advocacy
Packages Foundation. Foundation and is serving institutions to impact
on the Board of Trustees of economic and social
Packages Foundation. sectors. In this regard,
he has served as the
Chairman of the Pakistan
Business Council (PBC)
and the President of
the Overseas Investors
Chamber of Commerce
and Industry (OICCI). He
has also been appointed
as Director to Boards of
various companies over
his career and is currently
on the Boards of various
companies, including
Packages Limited, Pakistan
International Airlines
Corporation Limited
and Deposit Protection
Corporation, BISP.
Executive Committee
Syed Hyder Ali Chairman
Executive Committee is involved in day to day operations of the Company and is authorized to conduct every business
except the businesses to be carried out by the Board as required by section 183 of the Companies Act, 2017. The Executive
Committee meets periodically to review operating performance of the Company against pre-defined objectives, commercial
business decisions and investment and funding requirements. The Executive Committee is also responsible for formulation
of business strategy, review of risks and their mitigation plan.
Audit Committee •
•
Compliance with applicable accounting standards;
Compliance with regulations and other statutory
Atif Aslam Bajwa Chairman and regulatory requirements; and
Appointed on August 13, 2018
(Independent Director) • All related party transactions.
The terms of reference of the Audit Committee include the h. Consideration of major findings of internal
following: investigations of activities characterised by fraud,
corruption and abuse of power and management’s
a. Determination of appropriate measures to safeguard response thereto;
the Company’s assets; i. Ascertaining that the internal control system including
b. Review of quarterly, half-yearly and annual financial financial and operational controls, accounting system
statements of the Company, prior to their approval by for timely and appropriate recording of purchases and
the Board of Directors, focusing on: sales, receipts and payments, assets and liabilities and
the reporting structure are adequate and effective;
• Major judgmental areas;
• Significant adjustments resulting from the audit; j. Review of the Company’s statement on internal control
• Going-concern assumption; systems prior to endorsement by the Board of Directors
• Any changes in accounting policies and practices; and internal audit reports;
14
k. Instituting special projects, value for money studies The terms of reference of the Human Resource and
or other investigations on any matter specified by Remuneration (HR&R) Committee include the following:
the Board of Directors, in consultation with the Chief
Executive Officer and to consider remittance of any a) Recommend to the Board for consideration and
matter to the external auditors or to any other external approval a policy framework for determining
body; remuneration of Directors (both Executive and
Non-Executive Directors and members of senior
l. Determination of compliance with relevant statutory
management). The definition of senior management
requirements;
will be determined by the Board which shall normally
m. Monitoring compliance with the best practices of include the first layer of management below the Chief
corporate governance and identification of significant Executive Officer level;
violations thereof;
b) Undertaking annually a formal process of evaluation
n. Review of arrangement for staff and management to of performance of the Board as a whole and its
report to Audit Committee in confidence, concerns, if Committees either directly or by engaging external
any, about actual or potential improprieties in financial independent consultant and if so appointed, a
and other matters and recommend instituting statement to that effect shall be made in the Directors’
remedial and mitigating measures; Report disclosing name, qualifications and major
o. Recommend to the Board of Directors the terms of appointment;
appointment of external auditors, their removal, audit c) Recommending Human Resource Management
fees, the provision of any service permissible to be Policies to the Board;
rendered to the Company by the external auditors
d) Recommending to the Board the selection, evaluation,
in addition to audit of its financial statements. The
development, compensation (including retirement
Board of Directors shall give due consideration to the
benefits) of Chief Executive Officer, Chief Financial
recommendations of the Audit Committee and where
Officer, Company Secretary and Head of Internal Audit;
it acts otherwise, it shall record the reasons thereof;
and e) Consideration and approval on recommendations
of Chief Executive Officer on such matters for key
p. Consideration of any other issue or matter as may be
management positions who report directly to Chief
assigned by the Board of Directors.
Executive Officer; and
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.
16
Annual Report 2018 17
Policies
We are committed to achieving this by: • Improving productivity by highly motivated staff /
workers; and
1. Complying with all applicable laws and regulatory
requirements; • Satisfying the customer needs by delivering the right
quantity at right time with desired quality.
2. Setting objectives and targets for reviewing and
improving management systems;
3. Developing an effective IMS to prevent incidents/ We are committed to follow the TPM principles to enhance
accidents, ill health, pollution, waste reduction, hazards our competitive position in the market and hence financial
and environmental impacts; position by achieving:
4. Ensuring that all food related packaging material is • Zero accidents;
produced, stored and delivered in safe and hygienic
• Zero breakdowns; and
condition as per relevant requirements;
• Zero defects
5. Continually improving our Environment, Health &
Whistle-blowing Policy
Safety (EHS) and food safety management system
effectiveness;
6. Creating a safe and work friendly environment for all In line with our commitment towards highest standards
stakeholders; and of ethical, moral and legal business conduct, we have
an established whistle blowing policy which encourages
7. Implementing individual accountability to comply with
employees to openly raise any concerns related to unethical
IMS requirements
behavior, corruption and fraudulent activities that may
cause damage to the Company’s assets and / or reputation.
This policy is applicable to each individual whether
employee, contractor / sub-contractor, supplier, visitor and
All concerns raised are assessed in an objective and
all other stakeholders of Company.
independent manner, with protection from retaliation or
victimization, to improve the Company’s policies, controls
Quality Policy and working environment.
Packages Limited is strongly committed to produce quality
products that conform to consumer’s requirements at a Risk Management Policy
competitive price.
The Company has an effective and robust mechanism for
identification, assessment and reporting of all types of risk
We shall continually improve our Quality Management
arising out of the business operations. These risks includes
System (QMS) and quality performance of all business
strategic, operational, financial or compliance risks which
processes.
may compromise the achievement of overall business
objectives.
We shall set quality objectives at all levels and allocate
appropriate resources to achieve them.
Through this policy, all the departments ensure that:
18
Core Values
Values to us:
They are: They are not:
1) Fundamental beliefs of our organization; 1) Description of the work we do;
2) Not to be compromised by any individual at Packages 2) Strategies we employ;
Limited; 3) Just to be hung on the walls; and
3) Principals that direct our relationship with our 4) Cosmetic.
customers and stakeholders;
4) Basic elements of how we go on about our work;
5) Operating philosophies that guide our internal
conduct; and
6) Helpful in distinguishing wrong behaviors from the
right ones.
AA
Long Term
A1+
Short Term
Rated by: The Pakistan Credit Rating Agency Limited
Packages Limited has built a reputation for conducting its business with integrity, in accordance
with high standards of ethical behavior and in compliance with the laws and regulations that
govern our business. This reputation is among our most valuable assets and ultimately depends
upon the individual actions of each of our employees all over the country.
Our code of conduct (“the Code”) has been prepared to • The belief that one is acting in favor or to the
assist each of us in our efforts to not only maintain advantage of the Company can never in any way,
but enhance this reputation. It provides guidance for justify – not even in part – any behavior that conflict
business conduct in a number of areas and references with the principles and content of the Code.
to more detailed corporate policies for further direction.
• The Code aims at guiding the “Packages team”
with respect to standards of conduct expected
The adherence of all employees to high standards
in areas where improper activities could result in
of integrity and ethical behavior is mandatory
adverse consequences to the Company, harm its
and benefits all stakeholders viz. our customers, our
reputation or diminish its competitive advantage.
communities, our shareholders and ourselves.
• Every employee is expected to adhere to, and
The Company carefully checks for compliance with firmly inculcate in his / her everyday conduct,
the Code by providing suitable information, prevention this mandatory framework; any contravention or
and control tools and ensuring transparency in all deviation will be regarded as misconduct and may
transactions and behaviors by taking creative measures attract disciplinary action in accordance with the
if and when required. Company service rules and relevant laws.
22
Annual Report 2018 23
Decade at a Glance
(Rupees in Million) 2018 2017 2016
Assets Employed:
Fixed Assets at Cost 13,184 11,514 10,068
Accumulated Depreciation / Amortization 6,459 6,190 5,665
Net Fixed Assets 6,726 5,324 4,403
Other Non Current Assets 51,334 60,185 50,104
Current Assets 10,116 8,380 7,641
Current Liabilities 9,492 4,863 5,025
Net Current and Other Non Current Assets 51,958 63,702 52,719
Assets of Disposal Group - - -
Net Assets Employed 58,683 69,026 57,122
Financed By:
Paid up Capital 894 894 894
Reserves 54,934 64,166 51,284
Preference Shares / Convertible stock reserve 606 606 606
Shareholder’s Equity 56,434 65,666 52,784
Deferred Liabilities 1,229 1,027 736
Long Term Finances 933 2,267 3,602
Long Term Advances 87 66 -
Total Non Current Liabilities 2,249 3,360 4,338
Liabilities of Disposal Group - - -
Total Funds Invested 58,683 69,026 57,122
Invoiced Sales - Gross 24,822 21,389 19,794
Materials Consumed 12,913 10,226 9,313
Cost of Goods Sold 17,419 14,370 13,221
Gross Profit 3,280 3,524 3,618
Employees Remuneration 2,520 2,331 2,209
Profit / (loss) from Operations 941 1,328 1,797
Profit / (loss) Before Interest & Tax 3,445 7,156 6,961
Profit / (loss) After Tax 2,736 6,216 5,596
EBITDA (from operations) 1,769 2,277 2,427
Key Ratios:
Profitability
Gross Profit Ratio (%) 15.85 19.70 21.49
Profit before Tax (%) 16.64 39.99 41.34
EBITDA Margin to Sales (%) 8.55 12.72 14.41
Total Assets Turnover Ratio 0.30 0.27 0.27
Fixed Assets Turnover Ratio 3.67 4.07 3.92
Liquidity
Current Ratio 1.07 1.71 1.52
Quick Ratio 0.67 1.20 1.07
Gearing
Debt : Equity Ratio 4:96 5:95 7:93
Return on Equity (%) 4.85 9.47 10.60
Investment
Basic EPS (Rs.) 29.69 69.05 62.61
Diluted EPS (Rs.) 29.18 65.02 58.45
Price - Earning Ratio 13.03 7.38 13.58
Interest Cover Ratio 7.87 17.96 6.43
Dividend Yield (%) 3.36 5.88 2.94
Dividend Cover Ratio 2.35 2.32 2.50
Cash Dividend (%) 130.00 300.00 250.00
Break-up value per Ordinary Share (Rs.) 624.62 727.90 583.78
Market Value per Ordinary Share - Year End (Rs.) 386.82 509.83 850.05
Cash Dividend per Share 13.00 30.00 25.00
* Represents Continuing operations.
** Excluding effect of capital gain and reversal of impairment/(impairement loss) on available for sale financial assets, if any.
24
2015 2014 2013 2012 2011 2010 2009
Horizontal Analysis
(Rupees in Million)
2018 18 vs 17 2017 17 vs 16 2016 16 vs 15 2015 15 vs 14 2014 14 vs 13 2013
Equity & Liabilities Rs. % Rs. % Rs. % Rs. % Rs. % Rs.
SHARE CAPITAL & RESERVES
Issued, subscribed and paid up capital 894 - 894 - 894 1.11 884 2.34 864 2.35 844
Preference shares / convertible stock of Rs. 190 each 606 - 606 - 606 (53.72) 1,310 (16.65) 1,572 (2.14) 1,606
Reserves 51,550 (10.62) 57,673 16.39 49,550 18.32 41,878 (6.45) 44,766 17.64 38,054
Unappropriated profit / (loss) 3,384 (47.88) 6,492 274.40 1,734 (53.32) 3,715 32.64 2,801 76.60 1,586
NON CURRENT LIABILITIES
Long term finances 933 (58.62) 2,254 (36.96) 3,576 (4.12) 3,729 (11.81) 4,229 (18.20) 5,170
Liabilities against assets subject to finance lease - (100.00) 13 (49.36) 26 (5.77) 28 7.66 26 7.02 24
Long term advances 87 32.68 66 - - - - - - - -
Deferred taxation 362 5.22 344 (0.12) 344 39.80 246 (15.95) 293 (42.92) 513
Retirement benefits 512 42.80 358 310.36 87 115.97 40 - - (100.00) 0.58
Deferred liabilities 356 9.50 325 6.62 305 51.31 202 15.46 175 24.70 140
CURRENT LIABILITIES
Current portion of long term finances 1,329 (1.02) 1,342 131.94 579 47.53 392 91.64 205 0.34 204
Finances under mark up arrangements - secured 4,414 1,373.32 300 (78.24) 1,377 55.69 884 (29.95) 1,263 (16.83) 1,518
Derivative financial instruments - - - - - - - - - (100.00) 27
Trade and other payables 3,438 14.92 2,992 5.06 2,848 (13.12) 3,278 4.24 3,145 3.04 3,052
Unclaimed dividend 62 57.81 39 - - - - - - - -
Accrued finance cost 249 31.40 190 (14.42) 222 (36.52) 349 (32.52) 518 (2.33) 530
TOTAL 68,176 (7.73) 73,889 18.89 62,148 9.15 56,936 (4.88) 59,854 12.36 53,269
Vertical Analysis
(Rupees in Million)
2018 2017 2016 2015 2014 2013
Equity & Liabilities Rs. % Rs. % Rs. % Rs. % Rs. % Rs. %
SHARE CAPITAL & RESERVES
Issued, subscribed and paid up capital 894 1.31 894 1.21 894 1.44 884 1.55 864 1.44 844 1.58
Preference shares / convertible
stock of Rs. 190 each 606 0.89 606 0.82 606 0.98 1,310 2.30 1,572 2.63 1,606 3.01
Reserves 51,550 75.61 57,673 78.05 49,550 79.73 41,878 73.55 44,766 74.79 38,054 71.44
Unappropriated profit / (loss) 3,384 4.96 6,492 8.79 1,734 2.79 3,715 6.52 2,801 4.68 1,586 2.98
NON-CURRENT LIABILITIES
Long term finances 933 1.37 2,254 3.05 3,576 5.75 3,729 6.55 4,229 7.07 5,170 9.71
Liabilities against assets subject to finance lease - - 13 0.02 26 0.04 28 0.05 26 0.04 24 0.05
Long term advances 87 0.13 66 0.09 - - - - - - - -
Deferred taxation 362 0.53 344 0.47 344 0.55 246 0.43 293 0.49 513 0.96
Retirement benefits 512 0.75 358 0.48 87 0.14 40 0.07 - - 1 0.00
Deferred liabilities 356 0.52 325 0.44 305 0.49 202 0.35 175 0.29 140 0.26
CURRENT LIABILITIES
Current portion of long term finances 1,329 1.95 1,342 1.82 579 0.93 392 0.69 205 0.34 204 0.38
Finances under mark up arrangements - secured 4,414 6.47 300 0.41 1,377 2.22 884 1.55 1,263 2.11 1,518 2.85
Derivative financial instruments - - - - - - - - - - 27 0.05
Trade and other payables 3,438 5.04 2,992 4.05 2,848 4.58 3,278 5.76 3,145 5.25 3,052 5.73
Unclaimed dividend 62 0.09 39 0.05 - - - - - - - -
Accrued finance cost 249 0.37 190 0.26 222 0.36 349 0.61 518 0.86 530 0.99
TOTAL 68,176 100 73,889 100 62,148 100 56,936 100 59,854 100 53,269 100
83% 3% 14%
2018 56,434 2,249 9,492
89% 4% 7%
2017 65,666 3,360 4,863
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%
2013 42,090 5,848 5,331
26
Horizontal Analysis
(Rupees in Million)
2018 18 vs 17 2017 17 vs 16 2016 16 vs 15 2015 15 vs 14 2014 14 vs 13 2013
Assets Rs. % Rs. % Rs. % Rs. % Rs. % Rs.
NON-CURRENT ASSETS
Property, plant and equipment 6,546 26.26 5,185 21.71 4,260 11.97 3,804 3.21 3,686 0.57 3,665
Investment property 112 (17.14) 135 1.14 133 (14.31) 155 12.63 138 51.65 91
Intangible assets 67 1,338.46 5 (52.48) 10 (52.40) 21 (45.45) 38 18.75 32
Investments 51,323 (14.70) 60,166 20.15 50,078 11.29 44,998 (4.88) 47,304 15.24 41,048
Long term security deposits 9 (42.66) 15 (42.66) 26 (33.86) 39 (25.95) 53 (20.90) 67
Long term loans 2 (27.14) 3 - - - - - - - -
Retirement benefits - - - - - - - (100.00) 88 1,366.67 6
CURRENT ASSETS
Stores and spares 498 17.99 422 5.03 402 (17.63) 488 (1.00) 493 (13.36) 569
Stock-in-trade 3,125 59.87 1,955 10.51 1,769 (0.64) 1,780 (20.21) 2,231 8.04 2,065
Current portion of long term investment 10 - - - - - - - - - -
Trade debts 2,569 7.38 2,392 10.14 2,172 21.95 1,781 16.64 1,527 (5.91) 1,623
Loans, advances, deposits, prepayments and other receivables 835 14.53 729 (32.57) 1,081 (19.69) 1,346 (25.09) 1,797 6.27 1,691
Income tax receivable 3,017 11.75 2,700 27.00 2,126 (12.19) 2,421 7.70 2,248 3.31 2,176
Cash and bank balances 63 (65.69) 182 101.08 91 (10.94) 102 (59.63) 252 6.78 236
TOTAL 68,176 (7.73) 73,889 18.89 62,148 9.16 56,936 (4.88) 59,855 12.36 53,269
Vertical Analysis
(Rupees in Million)
2018 2017 2016 2015 2014 2013
Assets Rs. % Rs. % Rs. % Rs. % Rs. % Rs. %
NON-CURRENT ASSETS
Property, plant and equipment 6,546 9.60 5,185 7.02 4,260 6.85 3,804 6.68 3,686 6.16 3,665 6.88
Investment property 112 0.16 135 0.18 133 0.21 155 0.27 138 0.23 91 0.17
Intangible assets 67 0.10 5 0.01 10 0.02 21 0.04 38 0.06 32 0.06
Investments 51,323 75.28 60,166 81.43 50,078 80.58 44,998 79.03 47,304 79.03 41,048 77.06
Long term security deposits 9 0.01 15 0.02 26 0.04 39 0.07 53 0.09 67 0.13
Long term loans 2 0.00 3 - - - - - - - - -
Retirement benefits - - - - - - - - 88 0.15 6 0.01
CURRENT ASSETS
Stores and spares 498 0.73 422 0.57 402 0.65 488 0.86 493 0.82 569 1.07
Stock-in-trade 3,125 4.58 1,955 2.65 1,769 2.85 1,780 3.13 2,231 3.73 2,065 3.88
Current portion of long term investment 10 0.01 - - - - - - - - - -
Trade debts 2,569 3.77 2,392 3.24 2,172 3.49 1,781 3.13 1,527 2.55 1,623 3.05
Loans, advances, deposits, prepayments
and other receivables 835 1.22 729 0.99 1,081 1.74 1,346 2.36 1,797 3.00 1,691 3.17
Income tax receivable 3,017 4.43 2,700 3.65 2,126 3.42 2,421 4.25 2,248 3.76 2,176 4.08
Cash and bank balances 63 0.09 182 0.25 91 0.15 102 0.18 252 0.42 236 0.44
TOTAL 68,176 100 73,889 100 62,148 100 56,936 100 59,855 100 53,269 100
Horizontal Analysis
(Rupees in Million)
2018 18 vs 17 2017 17 vs 16 2016 16 vs 15 2015 15 vs 14 2014 14 vs 13 2013
Rs. % Rs. % Rs. % Rs. % Rs. % Rs.
Continuing operations
Local sales 24,781 16.02 21,359 8.05 19,766 5.80 18,683 6.26 17,582 1.95 17,245
Export sales 41 34.49 30 12.41 27 (4.44) 28 (37.70) 45 (34.12) 69
Gross sales 24,822 16.05 21,389 8.06 19,794 5.78 18,711 6.15 17,627 1.81 17,314
Sales tax (3,814) 16.15 (3,284) 11.92 (2,934) 10.41 (2,657) 5.63 (2,516) 4.60 (2,405)
Commission - - - (100.00) (20) (29.82) (29) 18.91 (24) 16.49 (21)
Trade discount (308) 45.89 (211) - - - - - - - -
Net sales 20,699 15.68 17,894 6.26 16,839 5.08 16,025 6.21 15,087 1.34 14,888
Cost of sales (17,419) 21.22 (14,370) 8.68 (13,221) 4.40 (12,664) (1.63) (12,873) (0.16) (12,893)
Gross profit 3,280 (6.92) 3,524 (2.59) 3,618 7.63 3,361 51.79 2,215 11.00 1,995
Administrative expenses (1,098) 8.73 (1,010) 12.54 (897) 19.22 (753) (4.38) (787) 33.89 (588)
Distribution and marketing costs (1,168) 27.22 (918) (0.39) (922) 35.93 (678) 16.87 (580) (1.01) (586)
Other operating expenses (345) (30.44) (496) 26.36 (392) 13.04 (347) 56.38 (222) 44.14 (154)
Other operating income 272 19.67 227 (41.81) 390 59.94 244 (24.25) 322 (2.08) 329
Profit / (loss) from operations 941 (29.10) 1,328 (26.11) 1,797 (1.68) 1,828 92.91 947 (4.88) 996
Finance costs (525) 17.81 (445) (65.93) (1,308) 103.33 (643) (14.44) (752) (11.06) (845)
Investment income 3,029 (51.72) 6,274 (3.06) 6,472 147.22 2,618 2.51 2,554 25.00 2,043
Profit / (loss) before tax 3,445 (51.85) 7,156 2.80 6,961 83.08 3,803 38.30 2,750 25.32 2,194
Taxation (709) (24.54) (940) (31.18) (1,366) 169.33 (507) 137.83 (213) (46.43) (398)
Profit / (loss) for the year from continuing operations 2,736 (55.98) 6,216 11.09 5,596 69.80 3,295 29.93 2,536 41.22 1,796
Loss for the year from Discontinued operations - - - - - - - - - - (249)
Profit / (loss) for the year 2,736 (55.98) 6,216 11.09 5,596 69.80 3,295 29.93 2,536 63.95 1,547
28
Vertical Analysis
(Rupees in Million)
2018 2017 2016 2015 2014 2013
Rs. % Rs. % Rs. % Rs. % Rs. % Rs. %
Continuing operations
Local sales 24,781 99.84 21,359 99.86 19,766 99.86 18,683 99.85 17,582 99.74 17,245 99.60
Export sales 41 0.16 30 0.14 27 0.14 28 0.15 45 0.26 69 0.40
Gross sales 24,822 100.00 21,389 100.00 19,794 100.00 18,711 100.00 17,627 100.00 17,314 100.00
Sales tax and excise duty (3,814) (15.37) (3,284) (15.35) (2,934) (14.82) (2,657) (14.20) (2,516) (14.27) (2,405) (13.89)
Commission - - - - (20) (0.10) (29) (0.16) (24) (0.14) (21) (0.12)
Trade Discount (308) (1.24) (211) (0.99) - - - - - - - -
Net sales 20,699 83.39 17,894 83.66 16,839 85.07 16,025 85.64 15,087 85.59 14,888 85.99
Cost of sales (17,419) (70.18) (14,370) (67.18) (13,221) (66.80) (12,664) (67.68) (12,873) (73.03) (12,893) (74.47)
Gross profit 3,280 13.22 3,524 16.48 3,618 18.28 3,361 17.96 2,215 12.56 1,995 11.52
Administrative expenses (1,098) (4.42) (1,010) (4.72) (897) (4.53) (753) (4.02) (787) (4.47) (588) (3.40)
Distribution and marketing costs (1,168) (4.70) (918) (4.29) (922) (4.66) (678) (3.62) (580) (3.29) (586) (3.38)
Other operating expenses (345) (1.39) (496) (2.32) (392) (1.98) (347) (1.86) (222) (1.26) (154) (0.89)
Other operating income 272 1.09 227 1.06 390 1.97 244 1.30 322 1.83 329 1.90
Profit / (loss) from operations 941 3.79 1,328 6.21 1,797 9.08 1,828 9.77 947 5.37 996 5.75
Finance costs (525) (2.11) (445) (2.08) (1,308) (6.61) (643) (3.44) (752) (4.26) (845) (4.88)
Investment income 3,029 12.20 6,274 29.33 6,472 32.70 2,618 13.99 2,554 14.49 2,043 11.80
Profit / (loss) before tax 3,445 13.88 7,156 33.46 6,961 35.17 3,803 20.32 2,750 15.60 2,194 12.67
Taxation (709) (2.86) (940) (4.39) (1,366) (6.90) (507) (2.71) (213) (1.21) (398) (2.30)
Profit / (loss) for the year from continuing operations 2,736 11.02 6,216 29.06 5,596 28.27 3,295 17.61 2,536 14.39 1,796 10.37
Loss for the year from Discontinued operations - - - - - - - - - - (249) (1.44)
Profit / (loss) for the year 2,736 11.02 6,216 29.06 5,596 28.27 3,295 17.61 2,536 14.39 1,547 8.93
Basic earnings / (loss) per share
- From Continuing operations 29.69 69.05 62.61 37.42 29.89 21.28
- From Discontinued operations - - - - - (2.95)
- From profit / (loss) for the year 29.69 69.05 62.61 37.42 29.89 18.33
Diluted earnings / (loss) per share
- From Continuing operations 29.18 65.02 58.45 33.62 26.59 20.01
- From Discontinued operations - - - - - (2.95)
- From profit / (loss) for the year 29.18 65.02 58.45 33.62 26.59 17.06
0 10 20 30 40 50 60 70 80 90
Materials Consumed Fuel & Power Depreciation & Amortisation
Cost of Sales (Other Components) Selling & Administrative Expenses Finance Costs & Other Charges *Represents Continuing Operations only
WEALTH GENERATED
Sales 24,821,998 21,388,949 19,793,529
Dividend Income 3,028,883 6,273,905 6,472,005
Other Income 271,793 227,127 390,298
28,122,674 100% 27,889,981 100% 26,655,832 100%
Wealth Distributed
Bought-In-materials & services 20,091,840 71% 16,238,514 58% 15,585,322 58%
To Employees
Remuneration, benefits and facilities 2,519,992 9% 2,331,375 8% 2,209,389 8%
To Government
Income Tax, Sales Tax, Custom & Excise Duties,
Workers’ Funds, EOBI & Social Security Contribution,
Professional & Local Taxes 2,169,421 8% 2,479,695 9% 1,931,523 7%
To Providers of Capital
Cash dividend to the ordinary shareholders 1,161,934 4% 2,681,385 10% 2,234,488 8%
Finance costs 524,852 2% 445,495 2% 1,307,505 5%
Retained for Reinvestment & Future Growth /
(Utilized from reserves) 1,654,635 6% 3,713,517 13% 3,387,605 13%
28,122,674 100% 27,889,981 100% 26,655,832 100%
6%
2% 13%
4%
2%
8%
10%
9%
58%
71%
9%
8%
30
Sources & Application of Funds
Over the last six years
2,000 6,000 0
2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018
Our commitment to our stakeholders and the community Workplace Condition Assessment
is exemplified through our Corporate Social Responsibility
(CSR) activities result of which is a recognition in the
Audit (WCA)
form of CSR Award 2018 by NFEH (National Forum for We are WCA compliant for British American Tobacco (PTC)
Environment & Health).
Supplier Workplace Accountability
We endorse the spirit of definitions of sustainable
development: ‘‘development that meets the needs of
Audit (SWA)
the present without compromising the ability of future SWA audit was successfully conducted on 3rd August 2018
generations to meet their own needs’’ and ‘‘improving by Arche Advisors on behalf of McDonald’s.
the quality of life while living within the earth’s carrying
capacities’’. Our aim is to play a proactive role in
contributing to achieve sustainability where we have
Energy & Environment
influenced. We are committed to accountability and We are a member of the global network of green offices
transparency in our sustainability performance. project of the World Wide Fund (WWF) for Nature, and
the first Company in Pakistan to be awarded Green Office
32
Product Life cycle assessment (LCA) is another initiative we We are also making progress in our focus areas of behavior
are aggressively working upon to exactly gauge our impacts based safety and controlling risks with engineering as well
and reduce them. Product Carbon Foot printing has been as administrative controls and thus minimizing the risk of
initiated for major product categories of Unilever as per PAS injuries and accidents.
2050.
Packages Limited is BRC (the British Retail Consortium
We have successfully gone through the transition on (BRC) – Food Safety Certification) certified. The Company
Environmental standard ISO 14001: 2015 version and got complied all 230 requirements of BRC and was awarded
Annual Environment Excellence Award AEEA 2018 from BRC certificate with grade ‘A’ in High Hygiene Category.
NFEH.
Button Operated / Sensor Based Taps – were installed • Training on fire safety for Civil Defence Islamabad visit;
factory wide as per need which will help save water usage. • Free diabetes check-up of employees was conducted
as a part of well being agenda on World Diabetes Day;
Energy Incident Reporting has been initiated factory wide
• World hepatitis day awareness session was arranged for
to focus on all energy leaks and minimize them.
all the employees and workers on 28th July 2018; and
Health and Safety • ‘Well being’ Workshop for workers health and well
being is being conducted on regular intervals.
Ensuring the protection of the health and well-being of our
employees, customers and the communities in which we
operate is an ongoing process and has always been one of
our chief concerns.
Society
We firmly believe that for an organization to be successful
and for it to create value for its shareholders, it must also
create value for its society. We consider it our responsibility
to make sustainable positive impact on the communities
in which we operate. Whether it’s through the grants we
provide to various organizations that share our mission or
through the inspiring volunteer efforts, we are passionate
about helping people live better.
34
Trainings
Employee training needs are periodically reviewed,
and various in-house and customized training
programs are arranged as needed for production,
marketing, human resource, supply management
and finance personnel.
Human Capital
During the year, the Company conducted a number
Our people are our greatest asset. We are committed to
of soft skills and technical trainings both in-house
attracting, retaining and developing the highest quality and
and externally.
most dedicated work force. We strive to hire and promote
people on the basis of their qualifications, performance and
In order to develop the top talent of the
abilities, and are determined to provide equal opportunities
organization for taking on broader leadership roles
to our employees and a work environment free of any form
in the future, the organization shortlists its high
of discrimination.
potential employees for a year-long certificate
program in business management (CPBM) which
Fair Price Shop is conducted at Rausing Executive Development
Center (REDC), LUMS. The program is conducted
We have established a fair price shop for our employees to
from time to time and is aimed to ensure that
facilitate them in the purchase of their grocery items. We
executives develop a business-wide perspective
provide subsidy on purchase of pulses for the workers. Fair
beyond their specific area of expertise, learn to
Price shop is also offering other general stores and clothing
appreciate and leverage the interlinkages among
items on no profit no loss basis to employees.
individual organizational functions; and develop
broader perspectives as well as understanding
Scholarships growth and sustainability challenges at a more
We offer merit scholarships to the children of our strategic level.
employees to appreciate their talent and promote healthy
competition in the form of reimbursements that vary with The Company also holds a recreational training
the level of education. at the end of each year primarily for sales team
and allied personnel from various departments
Sports Activities
“Health is the thing that makes you feel that now is
the best time of the year” – we at Packages Limited
believe that mental exertion must be balanced by
physical activity; resultantly promotion of sports
has always played a vital role in our CSR initiatives.
Hajj Facility
To carry out all these sports activities, we have an Every year, Packages Limited has the privilege to send 10
in house sports complex. Some of these activities of its employees for Hajj through ballot. This includes 7
aim to promote sports at grass root level within the employees from non-executive staff and 3 from executive
country are: and management staff. We bear all expenses of these
employees pertaining to this religious offering.
• Jaffar Memorial Inter School Hockey
Tournament;
• Babar Ali Foundation Inter School Football
Tournament;
• Babar Ali Foundation Inter School Hockey
Tournament for Girls
36
Corporate
Calendar
2018
Jan 26 2018
Feb 28 2018
Apr 19
IGI Investments (Private)
Annual General Meeting of
Limited become substantial Audit Committee and BOD
shareholders to consider and
shareholder of Packages meetings to consider annual
approve annual accounts of
Limited by operation of law accounts of the Company for
the Company for the year
under scheme of arrangement the year ended December 31,
ended December 31, 2017 and
sanctioned by Honorable High 2017.
dividend announcement.
Court of Sindh.
2018
Apr 25 2018
Aug 27 2018
Oct 24
Audit Committee and BOD Audit Committee and Audit Committee and BOD
meetings to consider quarterly BOD meetings to consider meetings to consider quarterly
accounts of the Company for half yearly accounts of the accounts of the Company for
the quarter ended March 31, Company for the period the period ended September
2018. ended June 30, 2018. 30, 2018.
1. To confirm the Minutes of the Annual General Meeting of the Company held on April 19, 2018.
2. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended
December 31, 2018 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, 2018 as
recommended by the Board of Directors:-
a) to the preference share / convertible stock holder (International Finance Corporation) at the rate of Rs.
19.00 (10%) per preference share/convertible stock of Rs. 190 in terms of the Subscription Agreement
between Packages Limited and International Finance Corporation; and
b) to the ordinary shareholders at the rate of Rs. 15.00 (150%) per ordinary share of Rs. 10
4. To appoint Auditors for the year 2019 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
2019 and the Board of Directors has recommended their appointment.
38
Notes: 5. Under the provisions of Section 242 of the Companies
Act, 2017, it is mandatory for a listed Company to
1. The Share Transfer Books of the Company will pay cash dividend to its shareholders only through
remain closed from April 05, 2019 to April 18, 2019 electronic mode directly into bank account designated
(both days inclusive). Transfers received in order at by the entitled shareholders.
the office of the Company’s Share Registrar, Messrs
FAMCO ASSOCIATES (PVT.) LIMITED, 8-F, Next to Hotel In order to receive dividend directly into their bank
Faran, Nursery, Block 6, P.E.C.H.S., Shahrah-e-Faisal, account, shareholders are requested to provide their
Karachi-75400 by close of business on April 04, 2019 IBAN by filling out the Electronic Mode Dividend Form
will be treated in time for determination of entitlement available at Company’s website (www.packages.com.
of shareholders to cash dividend and to attend and pk) containing prescribed details and send it duly
vote at the meeting. signed along with a copy of CNIC to the Registrar
of the Company, Messrs FAMCO ASSOCIATES (PVT.)
2. A Member entitled to attend and vote at the Meeting LIMITED, 8-F, Next to Hotel Faran, Nursery, Block 6,
may appoint another person as his proxy to attend, P.E.C.H.S., Shahrah-e-Faisal, Karachi-75400, in case
vote and speak at the Meeting instead of him/her. A of physical shares. In case of book-entry securities,
proxy need not be a member of the Company. The respective shareholders must get their respective
instrument appointing a proxy and the power of records, including IBAN, updated as per the Electronic
attorney or other authority / board resolution under Mode Dividend Form with their Broker / Participant /
which it is signed or a notarially attested copy of CDC account services.
power of attorney must be deposited at the Registered
Office of the Company at 4th Floor, The Forum, Suite In the absence of a member’s valid bank account
# 416-422, G-20, Block 9, Khayaban-e-Jami, Clifton, details and/or IBAN, the Company will be constrained
Karachi-75600 at least forty-eight (48) hours before the to withhold the payment of dividend to such members
time appointed for the Meeting. till provision of prescribed details.
3. Any individual beneficial owner having an account 6. Shareholders, who for any reason, could not claim their
or sub-account with the CDC, entitled to vote at this dividend are advised to contact our Shares Registrar,
Meeting, must bring his/her Computerized National Messrs FAMCO ASSOCIATES (PVT.) LIMITED, 8-F, Next
Identity Card (“CNIC”) with him/her to prove his/ to Hotel Faran, Nursery, Block 6, P.E.C.H.S., Shahrah-
her identity, and in case of proxy must enclose an e-Faisal, Karachi-75400, to collect/inquire about their
attested copy of his/her CNIC. The representatives unclaimed dividend, if any.
of corporate bodies should bring attested copies of
board of Directors’ resolution/powers of attorney and/ Please note that in compliance with Section 244 of
or all such documents as are required under Circular the Companies Act, 2017, after having completed the
No.1 dated 26 January 2000 issued by the Securities stipulated procedure, all dividends unclaimed for a
and Exchange Commission of Pakistan (“SECP”) for the period of three years from the date due and payable
purpose. shall be deposited with the Federal Government.
4. Members are requested to submit copies of their 7. The Government of Pakistan through Finance Act, 2017
CNICs and promptly notify any change in address by has made certain amendments in the Income Tax
writing to the office of the Shares Registrar (for shares Ordinance, 2001 whereby different rates are prescribed
held in physical form) and to the CDC (for shares held for deduction of withholding tax on the amount of
in electronic form). dividend paid by companies. These rates are as under:
Shareholders are advised to make sure that their Faran, Nursery, Block 6, P.E.C.H.S., Shahrah-e-Faisal,
names (and/or the name of their joint holders) are Karachi-75400. The Corporate Entities are requested
appearing in latest Active Taxpayers List (ATL) provided to provide their National Tax Number (NTN). Please
on the website of FBR, otherwise they (and/or joint give Folio Number with the copy of CNIC / NTN
holders) shall be treated as non-filers and tax on their details. Reference is also made to the Securities and
cash dividend income will be deducted at the rate of Exchange Commission of Pakistan (SECP) Notifications
20% instead of 15%. SRO 779(I)/2011 dated August 18, 2011 and SRO
831(I)/2012 dated July 5, 2012, SRO 19(I)/2014 dated
8. In order to enable the Company to follow the January 10, 2014 and SRO 275(I)/2016 dated March
directives of the regulators to determine shareholding 31, 2016 which mandates that the dividend warrants
proportion in case of Joint account, all shareholders should bear CNIC number of the registered member or
who hold shares with Joint shareholders, are requested the authorized person, except in case of minor(s) and
to provide shareholding proportions of Principal corporate members.
shareholder and Joint Holder(s) in respect of shares
held by them to our Share Registrar, in writing, as In case of non-receipt of the copy of a valid CNIC,
follows: the Company would be unable to comply with
Principal Shareholder Joint Shareholder aforementioned directives of SECP and therefore
Folio/
CDS Total
Name Shareholding will be constrained under Section 243(2)(a) of the
Account Share Name Shareholding
and Proportion
# and CNIC# Proportion (%)
CNIC # (%) Companies Act, 2017 to withhold dispatch of dividend
warrants of such shareholders.
40
12. Members can exercise their right to demand a poll For convenience of shareholders, a “Standard Request
subject to meeting requirements of Section 143 - 145 Form for provision of Annual Audited Accounts” have
of Companies Act, 2017 and applicable clauses of also been made available on the Company’s website
Companies (Postal Ballot) Regulations, 2018. (www.packages.com.pk).
13. Shareholders may participate in the meeting via video- 15. The Form of Proxy in English and Urdu is attached in
link facility. If the Company receives a demand (at least the Annual Report and should be witnessed by two
7 days before the date of meeting) from shareholder(s) persons whose names, addresses and CNIC Numbers
holding an aggregate 10% or more shareholding should be mentioned on the Forms. The Form of Proxy
residing in any other city, to participate in the meeting is also available on the Company’s website (www.
through video link, the Company will arrange video link packages.com.pk).
facility in that city.
The Board is responsible for overall management of the Company and carry out its fiduciary duties with a
sense of objective judgement in the best interest of the Company and its stakeholders.
The Board has ten (10) Directors including seven (7) non-executive and one (1) independent Director. The
Directors have rich and varied experience in the fields of business, finance, banking and regulations.
During the year, four (4) board meetings were held in which the Board fulfilled all of their responsibilities
including:-
• Reviewing the operating results and approving the quarterly and annual financial statements of the
Company;
• Approving related party transactions;
• Approving budgets including capital expenditure;
• Reviewing and approving revised terms of reference of Audit and Human Resource & Remuneration
Committees which have been brought in line with Code of Corporate Governance, 2017;
• Reviewing and approving bank borrowings; and
• Recommending appointment of external auditors
The Board ensured that all the legal and regulatory requirements have been complied with by the
management of the Company. The Board also evaluated its own performance and that of its committees.
I pray to Allah that the Company continues to maintain its momentum of growth in the future.
46
Director’s Report
to the Shareholders
The Directors of the Company have the pleasure in presenting the Annual Report of your
Company, together with the audited financial statements for the year ended December 31, 2018.
Financial Performance
Summarized financial performance is as follows:
2018 2017
(Rupees in million)
25,000
80
70
20,000
69.05
20,700
60
62.61
17,894
15,000 50
16,839
16,025
15,087
40
13,558
37.42
10,000
30
29.89
29.69
20
5,000
21.28
10
0 0
2013 2014 2015 2016 2017* 2018* 2013 2014 2015 2016 2017 2018
Investment in 100%
with inflationary fixed costs have resulted in decreased
EBITDA by Rs. 220 million i.e. 14% over 2017 values. The
Company is focusing on value and volume growth of sales Subsidiary (Anemone
Holdings Limited)
as well as internal cost savings and tighter controls over
fixed costs to improve operating results of this division.
Your Company contributed Rs. 289.614 million (equivalent
During the year, your Company has made significant to USD 2.312 million) as equity in Anemone Holdings
investment in machinery for enhancing capacity and Limited, Mauritius (“AHL”). AHL is a special purpose vehicle
improving quality. The Company has invested Rs. 230 established in 2015 for the acquisition of operations of a
million to bring in the first ever Extrusion Lamination flexible packaging Company in South Africa.
machine in Pakistan. The Company has also invested an
approximate Rs. 400 million in enhancing and upgrading
its Rotogravure printing capabilities by bringing in a new
Rent of Land on Lease from
wide web Roto Printing Press. Government of Punjab
Further, the Company also invested Rs. 581 million on
(GoPb)
installation of a new offset packaging line that includes A portion of the land on which the Company’s factory is
a 7 color printing press with 2 coating units and cutting situated was leased out to the Company by GoPb from
creasing machine as well as a state of the art folding December 1955 till November 2015 after which the lease
gluing machine with speed wave technology which not has not been renewed. During the year 2015, the Company
only boasts of higher production capabilities but also adds applied to the Board of Revenue (BoR), GoPb to renew the
depth to the packaging solutions. lease. However, no adequate response was received. On
January 5, 2019, the Supreme Court of Pakistan summoned
Consumer Products Division BoR and Packages Limited on this matter to which the BoR
stated that the new policy of GoPb is not to lease the state
Consumer Products Division achieved net sales of Rs. 4,562 land but to sell it through open auction. Consequently, the
million during the year 2018 as compared to Rs. 4,175 Company was directed to deposit Rs. 500 million with the
million of 2017 representing sales growth of 9%. BoR as security to the payment of the outstanding rent to
be determined, with such amount being adjustable against
The Division’s EBITDA decreased by Rs. 141 million in 2018 the final amount of rent. The Company has deposited such
as compared to 2017. The impact of raw material price amount in compliance with the direction of the Honorable
increase coupled with rupee devaluation and increase Supreme Court of Pakistan. The Supreme Court has further
in advertisement has impacted the Division profitability directed Additional Advocate General Punjab that subject
adversely.
48
to the Court’s approval, two surveyors be appointed for
Fixed Assets
determination of rent based on industrial usage of the land (Rupees in Million)
for the period from December 2015 till date. However, no
15000
surveyor has been appointed till date. Moreover, the Court
has further decided that the land shall be sold through an
13,184
open auction with the Company getting the first right of 12000
11,514
refusal.
10,068
10,036
9,835
9,744
9000
Financial Management
6000
The Company continued its focus on managing optimal
levels of inventory and trade receivables. Sound business
performance, operating efficiencies and cost savings across 3000
3,674
15% 16%
basis. 3,000
14%
13% 14%
2,963
2,729
Capital expenditure is managed carefully through
2,700
12%
2,662
2,500
500 2%
The investment portfolio of the Company is fairly diversified,
0%
as reflected by equity participation in Nestle Pakistan 0
2013 2014 2015 2016 2017 2018
Limited, Tri-Pack Films Limited, Bulleh Shah Packaging Working Capital working Capital as % age to Sales
(Private) Limited, DIC Pakistan Limited, Packages Real
Estate (Private) Limited [formerly Packages Construction
(Private) Limited], Packages Lanka (Private) Limited, DEBT TO EQUITY
Packages Power (Private) Limited and Anemone Holdings (Percentage)
(Private) Limited.
100
96
95
93
80
financial constraints including access to credit and a strong
balance sheet with December 2018 with net debt: equity
ratio at 4:96. 60
Risk Mitigation 40
Liquidity Risk
1.20
1.13 1.15
1.07 1.07
1.07
1.0
0.67
Prudent liquidity risk management ensures availability of
sufficient funds for meeting contractual commitments. The 0.5
Interest Rate Risk The value of investment of these funds based on their
Variable rate long-term financing is hedged against interest audited accounts as on December 31, 2018 were as follows:
rate risk by holding “prepayment option”, which can be
exercised upon any adverse movement in the underlying Provident Fund Rs. 2,085.020 million
interest rates. Gratuity Fund Rs. 367.777 million
Pension Fund Rs. 1,578.530 million
Foreign Exchange Risk
Foreign currency risk arises mainly where receivables and Appropriation
payables exist due to transaction in foreign currencies. The In view of the financial results of the Company for the
Company is mainly exposed to short term USD/PKR and year 2018, the Board of Directors of the Company has
Euro / PKR parity on its import of raw materials and plant recommended cash dividend of 150 percent (i.e. Rs. 15 per
and machinery. share). Accordingly, the following appropriations have been
made:
Capital Management
Rupees in thousand
The Company’s policy is to maintain a strong capital base
so as to maintain investor, creditor and market confidence Total Comprehensive Income
and to sustain future development of the business. There for the year 2018 after appropriation
were no changes to the Company’s approach to capital of preference dividend / return 2,655,459
management during the year. Un-appropriated profit brought forward 728,368
Available for appropriation 3,383,827
Contribution to National Transferred to General Reserve (1,000,000)
Exchequer Cash dividend (1,340,693)
Your Company is a significant contributor to the national
To be carried forward to 2019 1,043,134
economy and has contributed Rs. 2,169 million during the
year 2018 to the national exchequer on account of sales tax,
income tax, import duties and statutory levies. Auditors
Retirement Funds The present auditors M/s A.F Ferguson & Co., Chartered
Accountants retire and have offered themselves for
There are three retirement funds currently being operated reappointment. They have confirmed having achieved
by the Company namely Provident Fund, Gratuity Fund and satisfactory rating by the Institute of Chartered Accountants
Pension Fund. of Pakistan (ICAP) as well as compliance with the
Guidelines on the Code of Ethics of the International
Federation of Accountants (IFAC) as adopted by ICAP.
50
As suggested by the Audit Committee, the Board of
Directors has recommended their reappointment as Changes in the composition
Auditors of the Company for the year ending December 31, of the Board
2019, at a fee to be mutually agreed.
During the year 2018, Mr. Muhammad Aurangzeb resigned
and Mr. Atif Aslam Bajwa was appointed to fill the casual
Compliance with the Code vacancy. The Directors wish to record their appreciation
of Corporate Governance of the valuable services rendered by Mr. Muhammad
Aurangzeb and welcome Mr. Atif Aslam Bajwa on the Board
The requirements of the Code of Corporate Governance of the Company.
set in listed Companies (Code of Corporate Governance)
Regulations, 2017 have been adopted by the Company and
have been duly complied with. A statement to this effect is Meetings of Board of
annexed to the report, please refer page No. 65 Directors
During the year 2018, four (4) Board meetings were held
Impact of Company’s and the number of meetings attended by each Director is
Business on Environment
given hereunder:-
Responsibility attended
Steps taken by your Company with respect to Company’s 1. Mr. Towfiq Habib Chinoy 3
business impact on environment and towards corporate (Chairman)
social responsibility are mentioned on Page No. 32 of the 2. Syed Hyder Ali 4
annual report. (Chief Executive & Managing Director)
Audit Committee
An Audit Committee of the Board has been in existence
since the enforcement of the Code of Corporate
70%
Governance. It comprises of five (5) Non-Executive Directors,
20% and a Chairman who is an independent Director.
Mr. Muhammad Aurangzeb – 2) set up conditions for the transactions with related
Independent Director (Resigned on 10 May 2018)
parties to be categorized as “arm’s length transactions”;
Mr. Shamim Ahmad Khan 2 and
(Non-Executive Director)
Name of Director No. of meetings (b) Proper books of accounts of the Company have been
attended maintained;
Mr. Atif Aslam Bajwa 1 (c) Appropriate accounting policies have been applied in
Chairman-Independent Director
preparation of financial statements and accounting
(Appointed on 13 August 2018)
estimates are based on reasonable and prudent
Syed Hyder Ali 3 judgment;
(Chief Executive & Managing Director)
Mr. Towfiq Habib Chinoy 2 (d) The financial statements have been prepared in
(Non-Executive Director)
conformity with the Companies Act, 2017 and
Mr. Josef Meinrad Mueller 1 International Financial Reporting Standards, as
(Non-Executive Director)
applicable in Pakistan. Any departures therefrom have
Mr. Tariq Iqbal Khan 3 been adequately disclosed and explained;
(Non-Executive Director)
52
(e) Internal control system including financial and Purchase of Shares: No. of shares
operational controls, accounting system for timely and
Chief Executive Officer 120,300
appropriate recording of purchases and sales, receipts
Directors 43,229
and payments, assets and liabilities and the reporting
Chief Financial Officer NIL
structure is sound in design and has been effectively
Company Secretary NIL
implemented and monitored;
Head of Internal Audit NIL
Other Executives 1,291,500
(f) There are no doubts about the Company’s ability to
Spouse 101,750
continue as a going concern;
Minor Children NIL
(j) Where any statutory payment on account of taxes, The Directors, CEO, CFO, Company Secretary, Head of
duties, levies and charges is outstanding, the amount Internal Audit and their spouses or minor children did not
together with a brief description and reasons for the carry out any trade in the shares of the Company during the
same is disclosed in the financial statements; year, except as noted above.
Details of trading of shares by Chief Executive, The management also wishes to express its gratitude to all
Directors, Chief Financial Officer, Company Secretary, the Company’s employees who have worked tirelessly. We
Head of Internal Audit, their spouses and minor appreciate their hard work, loyalty and dedication.
children are as follows:
Listing Fees
For requests received
Over the counter
through post
The annual listing fee for the financial year 2018- Transfer of shares 15 days after receipt 15 days after receipt
19 has been paid to the stock exchange within the
Transmission of shares 15 days after receipt 15 days after receipt
prescribed time limit.
Issue of duplicate share
30 days after receipt 30 days after receipt
Issue of duplicate
The stock code for dealing in equity shares of dividend warrants
5 days after receipt 5 days after receipt
Shares Registrar
dividend warrants
58
Statutory Compliance b) to the ordinary shareholders at the rate of
150% (Rs. 15.00 per ordinary share of Rs. 10.00)
During the year, the Company has complied with subject to approval by the ordinary shareholders
all applicable provisions, filed all returns/ forms and of the Company at the Annual General Meeting
furnished all the relevant particulars as required (2017: cash dividend at the rate of 300% or
under the Companies Act, 2017 and allied rules, Rs.30.00 per ordinary share).
Notifications/Circulars issued by the Securities and
Exchange Commission of Pakistan (SECP) from time
to time and the Listing requirements.
Book Closure Dates
The Register of Members and Share Transfer Books of
Dematerialisation of Shares the Company will remain closed from April 05, 2019
to April 18, 2019 both days inclusive.
The equity shares of the Company are under the
dematerialization category. As of date 73.19% of
the equity shares of the Company have been
Dividend Remittance
dematerialized by the shareholders. Preference dividend/return will be paid to the
preference/convertible stockholder prior to payment
The board of Directors of the Company has Ordinary dividend declared and approved at the
recommended for the financial year ended Annual General Meeting shall be paid in terms of
December 31, 2018 payment of cash dividend as Section 242 of the Companies Act, 2017/Companies
follows - (Distribution of Dividends) Regulations, 2017:
a) to the preference share/convertible stock holder (i) For shares held in physical form: to
(International Finance Corporation) at the rate of shareholders whose names appear in the
Rs. 19.00 (10%) per preference share/convertible Register of Members of the Company after
stock of Rs. 190 in terms of Subscription entertaining all requests for transfer of shares
Agreement between Packages Limited and lodged with the Company on or before the book
International Finance Corporation; (2017: closure date.
15.304% or Rs. 29.077 per preference share/
convertible stock of Rs. 190.00). (ii) For shares held in electronic form: to
shareholders whose names appear in the
statement of beneficial ownership furnished by
CDC as at end of business on book closure date.
800
850.05
700
727.90
700
600
624.62
678.29
583.78
600
554.26
500
519.99
582.11
500
479.78
509.83
400
400
386.82
300
300
272.63
200
200
100 100
0 0
2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018
Withholding of Tax & Zakat All ordinary shares issued by the Company carry
equal voting rights. Generally, matters at the general
on Dividend meetings are decided by a show of hands in the
As per the provisions of Section 150 of the Income first instance. Voting by show of hands operates
Tax Ordinance, 2001, Income Tax is deductible at on the principle of “One Member-One Vote”. If
source on dividend payable by the Company at majority of shareholders raise their hands in favor of
the rate of 15.0% for filers of income tax returns, a particular resolution, it is taken as passed, unless a
wherever applicable, and at the rate of 20.0% for poll is demanded.
non-filers of income tax returns.
Since the fundamental voting principle in a
Zakat is also deductible at source from the ordinary Company is “One Share-One Vote”, voting takes
dividend at the rate of 2.5% of the face value of the place by a poll, if demanded. On a poll being taken,
share, other than corporate holders or individuals the decision arrived by poll is final, overruling any
who have provided an undertaking for non- decision taken on a show of hands.
deduction.
Proxies
Investors’ Grievances Pursuant to Section 137 of the Companies Act, 2017
and according to the Memorandum and Articles
To date none of the investors or shareholders has of Association of the Company, every shareholder
filed any letter of complaint against any service of the Company who is entitled to attend and vote
provided by the Company to its shareholders. at a general meeting of the Company can appoint
another person as his/her proxy to attend and vote
Legal Proceedings instead of him/her. Every notice calling a general
No case has ever been filed by shareholders against meeting of the Company contains a statement that
the Company for non-receipt of shares/refund. a shareholder entitled to attend and vote is entitled
to appoint a proxy. A proxy may not be a member of
the Company.
General Meetings
& Voting Rights The instrument appointing a proxy (duly signed by
the shareholder appointing that proxy) should be
Pursuant to Section 132 of the Companies Act, deposited at the office of the Company not less than
2017, Packages Limited holds a General Meeting of forty-eight hours before the meeting.
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 shareholders at
Web Presence
least 21 days before the meeting and also advertised Updated information regarding the Company can
in at least one English and one Urdu newspaper be accessed at Packages Limited website, www.
having circulation in Karachi, Lahore and Islamabad. packages.com.pk. The website contains the latest
financial results of the Company together with
Shareholders having holding of at least 10% of Company’s profile, the corporate philosophy and
voting rights may also apply to the Board of Directors major products.
to call for meeting of shareholders, and if Board does
not take action on such application within 21 days,
the shareholders may themselves call the meeting.
60
Share Price / Volume
The monthly high and low prices and the volume of shares traded on the Pakistan Stock
Exchange during the financial year 2018 are as under:
900
800 2000
700
1,492
595 588 597 595
600 525
1500
513 510 500 1,255
487
1,178
500 515
546
520
447
420 1,066
501 500 397
469 450
400 442 436 1000
1,028 727
375
354 640
300 340
701
200 500 547
524
100
271
0 0
Jun
Jul
Aug
Sep
Oct
Jun
Jul
Aug
Sep
Oct
Jan
Feb
Mar
Apr
Nov
Dec
Jan
Feb
Mar
Apr
Nov
Dec
May
May
Highest Lowest
62
Information
As Required Under The Code Of Corporate Governance
Number of Number of
Shareholders’ category shareholders shares held
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. ATIF ASLAM BAJWA 1 100
MR. SHAMIM AHMAD KHAN 1 603
SYED SHAHID ALI 1 2,000
SYED ASLAM MEHDI 1 9,781
SYED HYDER ALI 1 2,407,475
MR. TARIQ IQBAL KHAN 1 6,000
MR. TOWFIQ HABIB CHINOY 1 100,000
MRS. AZRA TARIQ W/O MR. TARIQ IQBAL KHAN 1 4,100
Total : 10 2,530,259
vii. Shareholders Holding five percent or more Voting Rights in the Listed
Company (name wise details)
IGI INVESTMENTS (PRIVATE) LIMITED 1 26,707,201
STORA ENSO AB 1 5,396,650
2 32,103,851
7 General Public:
a. Local 4,403 14,158,263 15.84
b. Foreign 4 6,690,241 7.49
64
Statement of Compliance
With Listed Companies (Code Of Corporate Governance)
Regulations, 2017 For The Year Ended December 31, 2018
The Company has complied with the requirements of 7. The meetings of the Board were presided over by
the Regulations in the following manner: the Chairman and, in his absence, by a Director
elected by the Board for this purpose. The Board
1. The total number of Directors are 10 as per the has complied with the requirements of the Act
following: and the Regulations with respect to frequency,
recording and circulating minutes of meeting of
a. Male: 10 Board.
b. Female: –
8. The Board of Directors have a formal policy and
2. The composition of the Board is as follows: transparent procedures for remuneration of
Directors in accordance with the Act and these
a) Independent Director 1 Regulations.
b) Other Non-executive Directors 7
c) Executive Directors 2 9. The Company arranged one orientation course
for its Directors during the year to apprise them
During the current year, Mr Muhammad of their duties and responsibilities. All Directors
Aurangzeb, the sole independent Director on have either obtained certification under the
the Board resigned on May 10, 2018. Another Directors Training Program or have minimum
independent Director, Mr. Atif Aslam Bajwa, was of 14 years of education and 15 years or more
appointed in his place by the Board on August experience on the Board of listed companies.
13, 2018 which was beyond the statutory limit of
ninety days from the occurrence of the vacancy 10. The Board has approved appointment of CFO,
i.e August 9, 2018. However, Securities and Company Secretary and Head of Internal Audit,
Exchange Commission of Pakistan was informed including their remuneration and terms and
with this fact. conditions of employment and complied with
relevant requirements of the Regulations.
3. The Directors have confirmed that none of them
is serving as a Director on more than five listed 11. CFO and CEO duly endorsed the financial
companies, including this Company (excluding statements before approval of the Board.
the listed subsidiaries of listed holding
companies where applicable). 12. The Board has formed Committees comprising
of members given below:
4. The Company has prepared a Code of Conduct
and has ensured that appropriate steps have a) Audit Committee:
been taken to disseminate it throughout the Mr. Atif Aslam Bajwa - Chairman
Company along with its supporting policies and
(Independent Director)
procedures.
Mr. Imran Khalid Niazi - Member
5. The Board has developed a vision/mission
(Non-Executive Director)
statement, overall corporate strategy and
significant policies of the Company. A complete
Mr. Shamim Ahmad Khan - Member
record of particulars of significant policies along
(Non-Executive Director)
with the dates on which they were approved or
amended has been maintained.
Syed Aslam Mehdi - Member
(Non-Executive Director)
6. All the powers of the Board have been duly
exercised and decisions on relevant matters
Syed Shahid Ali - Member
have been taken by Board/Shareholders as
(Non-Executive Director)
empowered by the relevant provisions of the Act
and these Regulations.
Mr. Tariq Iqbal Khan - Member
(Non-Executive Director)
b) Human Resource and Remuneration and minor children do not hold shares of the
Committee: Company and that the firm and all its partners
are in compliance with International Federation
Mr. Atif Aslam Bajwa - Chairman
of Accountants (IFAC) guidelines on code of
(Independent Director)
ethics as adopted by the ICAP.
Mr. Towfiq Habib Chinoy - Member
(Non-Executive Director)
17. The statutory auditors or the persons associated
with them have not been appointed to provide
Syed Hyder Ali - Member
other services except in accordance with the
(Chief Executive & Managing Director)
Act, these regulations or any other regulatory
requirement and the auditors have confirmed
Mr. Josef Meinrad Mueller - Member
that they have observed IFAC guidelines in this
(Non-Executive Director)
regard.
Mr. Tariq Iqbal Khan - Member
18. We confirm that all other requirements of the
(Non-Executive Director)
Regulations have been complied with.
Mr. Imran Khalid Niazi - Member
(Non-Executive Director)
66
Independent Auditor’s
Review Report
To the members of Packages Limited
REVIEW REPORT ON THE STATEMENT OF COMPLIANCE CONTAINED IN LISTED
We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate
Governance) Regulations, 2017 (the Regulations) prepared by the Board of Directors of Packages Limited for
the year ended December 31, 2018 in accordance with the requirements of regulation 40 of the Regulations.
The responsibility for compliance with the Regulations is that of the Board of Directors of the Company. Our
responsibility is to review whether the Statement of Compliance reflects the status of the Company’s compliance
with the provisions of the Regulations and report if it does not and to highlight any non-compliance with the
requirements of the Regulations. 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 Regulations.
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 Regulations require 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
and also ensure compliance with the requirements of section 208 of the Companies Act, 2017. 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 procedures to assess and determine the Company’s process for identification of related parties and that
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
requirements contained in the Regulations as applicable to the Company for the year ended December 31,
2018.
Further, we highlight below instance of non-compliance with the requirement of the Regulations as reflected
in the paragraph reference where it is stated in the Statement of Compliance:
Chartered Accountants
Place: Lahore
Date: March 12, 2019
Opinion
We have audited the annexed financial statements of Packages Limited (the Company), which comprise the statement of financial position as at December
31, 2018, and the statement of profit or loss, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows
for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information,
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 the audit.
In our opinion and to the best of our information and according to the explanations given to us, the statement of financial position, the statement of profit
or loss, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows together with the notes forming part
thereof conform with the accounting and reporting standards as applicable in Pakistan and give the information required by the Companies Act, 2017 (XIX
of 2017), 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, 2018 and of the
profit and other comprehensive loss, the changes in equity and its cash flows for the year then ended.
As part of this transition to the requirements, the - Obtained relevant underlying supports for
management performed a gap analysis to identify the additional disclosures and assessed their
differences between the previous financial reporting appropriateness for the sufficient audit evidence;
framework and the current financial reporting and
framework and as a result, certain amendments and
additional disclosures were made in the Company’s - Verified on test basis, the supporting evidence
annexed financial statements. for the additional disclosures and ensured
appropriateness of the disclosures made.
In view of the additional disclosures in the annexed
financial statements due to first time application of
the Fourth Schedule to the Companies Act, 2017, we
considered this as a key audit matter.
68
S. Key audit matters How the matter was addressed in our
No. audit
2. Contingent liabilities Our audit procedures included the following:
(Refer notes 26.5, 26.6, 26.7, 26.8, 27.1, 27.2, 27.3 and
- We understood and tested key controls surrounding
27.4 to the annexed financial statements)
the governance procedures in evaluating such
uncertain exposures as well as performed an
The Company has contingent liabilities in respect
assessment over the experience of management in
of various income and sales tax matters, which are
evaluating these exposures;
pending adjudication at various levels with the taxation
authorities and other legal forums.
- We examined and challenged the analysis
performed by management which set out the basis
Contingencies require management to make judgments
for their judgements in respect of the material
and estimates in relation to the interpretation of laws,
tax exposures identified, together with relevant
statutory rules, regulations and the probability of
supporting evidence such as correspondence
outcome and financial impact, if any, on the Company
with tax authorities and legal opinions obtained.
for disclosure and recognition and measurement
We used our understanding of the business and
of any provision that may be required against such
also read correspondence with tax authorities to
contingencies.
challenge the completeness of identified exposure
and the need for provision;
Due to significance of amounts involved, inherent
uncertainties with respect to the outcome of matters
- We circulated confirmations to the Company’s
and use of significant management judgments and
external legal and tax counsels for their views on
estimates to assess the same including related financial
the open tax assessments;
impacts, we considered contingent liabilities relating to
income and sales tax, a key audit matter.
- We made our own assessment of the likelihood of
the tax exposure occurring based on our knowledge
of tax legislation and applicable precedents. In
making our assessment we considered the range
of interpretations of the applicable tax legislation
in the relevant jurisdiction. We also evaluated
the calculation of the exposure and agreed that
to the annexed financial statements. We also
involved our internal tax professionals to assess the
appropriateness of management’s conclusions on
the contingent tax matters; and
70
Information Other than the Financial Statements and
Auditor’s Report Thereon
Management is responsible for the other information. The other information comprises the information included in the
annual report, but does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so.
Board of Directors are responsible for overseeing the Company’s financial reporting process.
As part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional judgement and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with the board of directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the board of directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
a) proper books of account have been kept by the Company as required by the Companies Act, 2017 (XIX of
2017);
b) the statement of financial position, the statement of profit or loss, the statement of comprehensive income,
the statement of changes in equity and the statement of cash flows together with the notes thereon have
been drawn up in conformity with the Companies Act, 2017 (XIX of 2017) and are in agreement with the
books of account and returns;
c) investments made, expenditure incurred and guarantees extended during the year were for the purpose of
the Company’s business; and
d) zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980), was deducted by the
Company and deposited in the Central Zakat Fund established under section 7 of that Ordinance.
The engagement partner on the audit resulting in this independent auditor’s report is Muhammad Masood.
Chartered Accountants
Lahore
Date: March 25, 2019
72
Financial
Statements
For the year ended December 31, 2018
74
(Rupees in thousand) Note 2018 2017
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 18 6,546,461 5,184,739
Investment properties 19 111,613 134,696
Intangible assets 20 67,435 4,688
Investments 21 51,322,973 60,166,443
Long term security deposits 8,534 14,884
Long term loans 22 2,419 3,320
58,059,435 65,508,770
CURRENT ASSETS
Stores and spares 23 498,158 422,218
Stock-in-trade 24 3,124,998 1,954,668
Current portion of long term investments 21 10,000 –
Trade debts 25 2,568,727 2,392,215
Loans, advances, deposits, prepayments and other receivables 26 834,800 728,868
Income tax receivable 27 3,017,221 2,699,887
Cash and bank balances 28 62,516 182,207
10,116,420 8,380,063
68,175,855 73,888,833
76
Statement of Comprehensive Income
for the year ended December 31, 2018
Profit for the year 2,736,105 6,216,298
Other comprehensive (loss) / income:
Items that will not be reclassified to profit or loss
Remeasurements of retirement benefits (113,586) (255,149)
Tax effect of remeasurements of retirement benefits 10.2 32,940 76,545
(80,646) (178,604)
Items that may be reclassified subsequently to profit or loss
Changes in fair value of available for sale investments 21.3 (9,123,084) 9,123,085
Other comprehensive (loss) / income for the year - net of tax (9,203,730) 8,944,481
Total comprehensive (loss) / income for the year (6,467,625) 15,160,779
The annexed notes 1 to 50 form an integral part of these financial statements.
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 1, 2017 893,795 606,222 3,766,738 28,858,325 1,615,000 15,310,333 1,734,057 52,784,470
Appropriation of reserves
Transfer from general reserve – – – – – (1,000,000) 1,000,000 –
Transaction with preference shareholders
Participating dividend on preference shares – – – – – – (45,000) (45,000)
Transaction with owners, recognised directly in equity
Final dividend for the year ended December 31, 2016 of
Rs. 25.00 per share – – – – – – (2,234,487) (2,234,487)
Total comprehensive income / (loss) for the year
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
Appropriation of reserves
Transfer to general reserve – – – – – 3,000,000 (3,000,000) –
Transaction with preference shareholders
Participating dividend on preference shares - note 37 – – – – – – (82,499) (82,499)
Transaction with owners, recognised directly in equity
Final dividend for the year ended December 31, 2017 of
Rs. 30.00 per share – – – – – – (2,681,397) (2,681,397)
Total comprehensive income / (loss) for the year
Profit for the year – – – – – – 2,736,105 2,736,105
Other comprehensive loss for the year – – – (9,123,084) – – (80,646) (9,203,730)
– – – (9,123,084) – – 2,655,459 (6,467,625)
Balance as on December 31, 2018 893,795 606,222 3,766,738 28,858,326 1,615,000 17,310,333 3,383,827 56,434,241
The annexed notes 1 to 50 form an integral part of these financial statements.
78
Statement of Cash Flows
for the year ended December 31, 2018
Where provisions of and directives issued under the Act differ from the IFRS, the provisions of and directives issued under the Act have
been followed.
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 IFRS are effective for accounting periods beginning on January 1, 2018 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:
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. The Company’s accounting treatment is already in line
with this interpretation.
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 the approved accounting standards and interpretations that are mandatory for the Company’s
accounting periods beginning on or after January 1, 2019, 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:
80
IFRS 9, ‘Financial instruments’: (effective for periods beginning on or after January 1, 2018). This standard has been notified by the
Securities and Exchange Commission of Pakistan (‘SECP’) to be effective for annual periods ending on or after June 30, 2019. 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 this 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 this standard.
IFRS 16, ‘Leases’: (effective for periods beginning on or after January 1, 2019). This standard has been notified by the SECP to be effective
for annual periods beginning on or after January 1, 2019. 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 statement of financial position) and an operating lease (off statement of financial position). 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 January 1, 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.
2.2.3 Changes due to Companies Act, 2017
This was the first year that the Act was applicable to the Company’s financial statements. The Act has brought certain changes with
regard to the preparation and presentation of the Company’s financial statements. These changes also include change in nomenclature
of primary statements, etc. Further, the disclosure requirements contained in the Fourth Schedule to the Act have been revised, resulting
in the:
- Elimination of duplicative disclosures with the IFRS disclosure requirements; and
- Incorporation of significant additional disclosures.
In view of the above, the presentation of these financial statements has been realigned with the provisions contained in the Act. The
application of the Act, however, does not have any impact in the recognition and measurement of the amounts reported in these financial
statements.
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.
82
4.2 Property, plant and equipment
4.2.1 Operating fixed assets
4.2.1.1 Owned assets
Operating fixed assets, except freehold land, are stated at cost less accumulated depreciation and any identified impairment loss except
for leasehold land which is stated at cost less accumulated amortisation. Freehold land is stated at cost less any identified impairment
loss. Cost of leasehold land is amortised using the straight line method over the period of lease term. 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 operating fixed assets is charged to statement of profit or loss 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:
Leasehold land 1.01% to 2.06%
Buildings 2.50% to 20.00%
Plant and machinery 6.25% to 50.00%
Other equipment 6.67% to 50.00%
Furniture and fixtures 10.00% to 33.33%
Vehicles 20.00% 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 Company’s estimate of the residual values and useful lives of its owned assets as at December 31, 2018 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 of.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount as fully explained in note 4.2.4 to these financial statements.
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 statement of profit or loss 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.
84
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 statement of financial position 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, 2018 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 of.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount as fully explained in note 4.2.4 to these financial statements.
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 8. 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 statement of profit or loss 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
statement of profit or loss 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 19. They are depreciated over
their expected useful lives on a basis consistent with similar owned operating fixed assets. 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 statement of financial position 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
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.
86
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 statement of profit or loss. 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 statement of profit or loss in the period in which they arise. Dividend income from financial assets at fair value through profit or loss
is recognised in the statement of profit or loss 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
statement of profit or loss as gains and losses from investment securities. Dividends on available for sale equity instruments are recognised
in the statement of profit or loss when the Company’s right to receive payments is established.
The Company assesses at each statement of financial position 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 statement of profit or loss. Impairment losses recognised in the statement of profit or loss on equity instruments are
not reversed through the statement of profit or loss. 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 statement of profit or loss.
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 benefits
4.8.1 Short term obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leaves that are expected to be settled
wholly within twelve months after the end of the period in which the employees render the related service are recognised in respect of
employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are
settled. The liabilities are presented as current employee benefit obligations in the statement of financial position.
88
The obligation in respect of the defined benefit plan is determined by the Company’s actuary at each year end. Any funding gap identified
by the Company’s actuary is paid by the Company from time to time. The last actuarial valuation was carried out as at December 31, 2018.
90
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 statement
of profit or 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 Company has an unconditional right to defer settlement of the liability for at least
twelve months after the statement of financial position 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 statement
of profit or loss.
Amounts accumulated in equity are recognised in statement of profit or loss 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.
(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.
92
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.
4.22 Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, 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 statement of financial position 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.
5.1 26,707,201 (2017: Nil) and Nil (2017: 24,653,801) ordinary shares of the Company are held by the Company’s associates, IGI Investments
(Private) Limited and IGI Holdings Limited (‘IGIHL’) respectively.
6. Reserves
Composition of reserves is as follows:
Capital reserves
Share premium 6.1 3,766,738 3,766,738
Fair value reserve 6.2 28,858,326 37,981,410
Capital redemption reserve 6.3 1,615,000 1,615,000
34,240,064 43,363,148
Revenue reserve
General reserve 17,310,333 14,310,333
51,550,397 57,673,481
6.1 This reserve can be utilised by the Company only for the purposes specified in section 81 of the Act.
6.2 This represents the unrealised gain on remeasurement of investments at fair value and is not available for distribution. This amount shall
be transferred to statement of profit or loss on realisation.
6.3 This reserve was created on account of redemption of 8.5 million preference shares / convertible stock of Rs. 190 each in 2016 as per
the requirements of section 85 of the repealed Companies Ordinance, 1984.
932,650 2,254,100
94
7.1 Local currency loans - secured
7.1.1 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 Company located at Kasur and
Karachi amounting to Rs. 2,500 million. The balance is repayable in 2 equal semi-annual instalments ending on December 28, 2019. The
loan carries mark-up at the rate of six month Karachi Inter Bank Offered Rate (‘KIBOR’) plus 0.10% per annum. The effective mark-up
charged during the year ranges from 6.31% to 7.14% (2017: 6.24% to 6.31%) per annum.
7.1.2 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 International Finance Corporation, Washington D.C, United States of America (‘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 21.2.2.
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% per annum. The
balance is repayable in 2 equal semi-annual instalments ending on September 8, 2019. The effective mark-up rate charged during the
year ranges from 6.40% to 8.35% (2017: 6.30% to 6.40%) per annum.
7.2 Preference shares / convertible stock - unsecured
During the year 2009, the Company issued 10.00% 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 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 10.00% 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 statement of financial position as follows:
– 13,195
Interest rate used as discounting factor for financial year 2017 ranges from 6.42% to 10.72% 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 statement of financial position and the period in which these payments
will become due are as follows:
87,283 65,787
9.1 This represents contributions made by employees for purchase of the Company vehicles. The vehicles are transferable to employees at
tax written down value after a period of five years.
361,603 343,673
10.1 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. 265.364 million (2017: Rs. 11.657 million), out of which Rs. 18.394 million is
set to lapse in the accounting year 2022 and Rs. 246.969 million is set to lapse in the accounting year 2023, 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 minimum tax credit
prior to the formation of the Group amounting to Rs. 96.690 million (2017: Rs. 212.759 million) as the same can not be realised against
96
the taxable profits of the Group. Presently, the Company does not intend to opt out of the Group in forseeable future. However, in case the
Company opts out of the Group, this minimum tax credit will become available for realisation against the taxable profits of the Company.
The minimum tax credit prior to formation of the Group is set to lapse in the accounting year 2021.
10.2 The gross movement in net deferred tax liability during the year is as follows:
511,602 358,264
98
Pension fund Gratuity fund
(Rupees in thousand) 2018 2017 2018 2017
As at December 31
Present value of defined benefit obligation (690,693) (702,959) (706,447) (651,753) (641,863)
Fair value of plan assets 446,097 521,244 691,464 627,009 700,115
Fair value of plan assets include ordinary shares of the Company, whose fair value as at December 31, 2018 is Rs. 255.381 million (2017:
Rs. 336.507 million).
11.1.9 The present value of defined benefit obligation, the fair value of plan assets and the surplus of gratuity fund is as follows:
(Rupees in thousand) 2018 2017 2016 2015 2014
As at December 31
Present value of defined benefit obligation (634,725) (548,549) (488,985) (378,247) (309,873)
Fair value of plan assets 367,718 372,000 416,664 362,566 339,502
Fair value of plan assets include ordinary shares of the Company, whose fair value as at December 31, 2018 is Rs. 40.420 million (2017:
Rs. 53.274 million).
2018
(Rupees in thousand) Pension fund Gratuity fund
As at December 31
2018
Accumulating
compensated
(Rupees in thousand) absences
100
(Rupees in thousand) Note 2018 2017
4,414,019 299,596
14.1 Running finances - secured
Short term running finances available from a consortium of commercial banks under mark-up arrangements amount to Rs. 6,860 million
(2017: Rs. 7,910 million) per annum. The rates of mark-up are based on KIBOR plus spread and range from 6.22% to 11.00% (2017:
6.15% to 7.40%) per annum or part thereof on the balances outstanding. In the event the Company fails to pay the balances on the expiry
of the quarter, year or earlier demand, mark-up is to be computed at the rates ranging from 7.46% to 13.20% (2017: 7.38% to 9.03%)
per annum or part thereof on the balances unpaid. The aggregate running finances are secured by hypothecation of stores, spares, stock-
in-trade and trade debts.
14.2 Bills discounted - secured
Facilities for discounting of export / inland bills of Rs. 481 million (2017: Rs. 631 million) are available to the Company as a sub-limit of
the running finance facilities referred to in note 14.1. Mark-up is fixed as per mutual agreement at the time of transaction. The outstanding
balance of bills discounted is secured, in addition to the securities referred to in note 14.1, on the specific bills discounted. The facility has
not been availed in the current year.
14.3 Short term finances - secured
Facilities for obtaining short term finances of Rs. 6,535 million (2017: Rs. 7,135 million) per annum are available to the Company as a
sub-limit of the running finance facilities referred to in note 14.1. The rates of mark-up are based on KIBOR plus spread ranging from
6.40% to 10.59% (2017: 6.04% to 6.15%) per annum or part thereof on the balances outstanding.
14.4 Letters of credit and bank guarantees
Of the aggregate facilities of Rs. 5,939 million (2017: Rs. 6,489 million) for opening letters of credit (a sublimit of running finance facilities)
and Rs. 1,294 million (2017: Rs. 794.350 million) for guarantees, the amounts utilised at December 31, 2018 were Rs. 531.198 million
(2017: Rs. 715.560 million) and Rs. 511.967 million (2017: Rs. 189.474 million) respectively. Guarantees issued includes an amount of
Rs. 181 million (2017: Nil) which has been issued in favour of a customer under an agreement whereby the Company has committed to
purchase and install certain plant and machinery at its Lahore premises by December 1, 2019. Under the agreement, the customer is
required to contribute Rs. 181 million as its share towards the cost of said plant and machinery. The contribution has been received by
the Company subsequent to year end.
The facilities for guarantees are secured by second hypothecation charge over stores, spares, stock-in-trade and trade debts.
3,438,345 2,991,891
15.1 Trade creditors include amounts due to related parties as follows:
Subsidiaries
DIC Pakistan Limited 90,945 87,381
Bulleh Shah Packaging (Private) Limited 377,422 281,683
Associates
Tri-Pack Films Limited 22,884 47,378
IGI Holdings Limited 11,415 11,206
IGI Life Insurance Limited 2 3,597
502,668 431,245
15.2 Accrued liabilities include amounts due to related parties as follows:
Subsidiary
DIC Pakistan Limited 477 1,082
Associate
IGI Life Insurance Limited 4,917 5,028
5,394 6,110
15.3 Included in accured liabilities is a provision amounting to Rs. 357.590 million (2017: Rs. 125.000 million) in respect of rent of land on
lease from the Government of the Punjab (‘GoPb’) for the period from December 2015 to December 2018 as referred to in note 18.1.3.
102
(Rupees in thousand) Note 2018 2017
20,303 17,165
15.5.1 Employees’ provident fund related disclosure
All investments in collective investment schemes, listed equity, and listed debt securities out of provident fund have been made in
accordance with the provisions of Section 218 of the Act and the conditions specified thereunder and subject to the regulations formulated
for this purpose in terms of SRO 731(I)/2018 issued by SECP on June 6, 2018.
15.5.2 Management staff pension fund related disclosure
All investments in collective investment schemes, listed equity, and listed debt securities out of pension fund have been made in accordance
with the provisions of Section 218 of the Act and the conditions specified thereunder and subject to the regulations formulated for this
purpose in terms of SRO 731(I)/2018 issued by SECP on June 6, 2018.
15.6 This represents amounts received from suppliers and truckers as per the respective agreements and kept in separate bank account
maintained for that purpose as required under Section 217(2) of the Act. These deposits have not been utilized by the Company.
249,352 189,760
17. Contingencies and commitments
(i) Claims against the Company by ex-employees not acknowledged as debts amounting to Rs. 17.885 million (2017: Rs. 28.294
million).
(ii) Standby letter of credit issued by Habib Bank Limited - Pakistan (‘HBL Pakistan’) in favour of Habib Bank Limited - Bahrain (‘HBL
Bahrain’) on behalf of the Company amounting to USD 7.111 million equivalent to Rs. 989.176 million (2017: USD 11.063
million equivalent to Rs. 1,223.503 million) to secure long term finance facility provided by HBL Bahrain to Anemone Holdings
Limited (‘AHL’), wholly-owned subsidiary of the Company. The standby letter of credit is secured against pledge of Nestle Pakistan
Limited’s shares owned by the Company as referred to in note 21.2.2.
17.2 Commitments in respect of:
(i) Letters of credit and contracts for capital expenditure Rs. 89.872 million (2017: Rs. 353.626 million).
(ii) Letters of credit and contracts for other than for capital expenditure Rs. 284.192 million (2017: Rs. 458.930 million).
104
18.1 Owned assets
2018
Accumulated Depreciation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
January Addition / Transfer (out) December as at January (deletions) Transfer as at December December
(Rupees in thousand) Note 1, 2018 (deletions) in 31, 2018 1, 2018 for the year in 31, 2018 31, 2018
2017
Accumulated Depreciation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
January Addition / Transfer (out) December as at January (deletions) Transfer as at December December
(Rupees in thousand) Note 1, 2017 (deletions) in 31, 2017 1, 2017 for the year in 31, 2017 31, 2017
106
18.1.6 Disposal of Operating fixed assets
Detail of Operating fixed assets disposed off during the year 2018 & 2017 is as follows:
(Rupees in thousand) 2018
Particulars Sales Gain / (loss) Mode of
of assets Sold to Cost Book value proceeds on disposal disposal
Vehicles Employees
Abdul Razzaq 1,498 629 849 220 As per Company
policy
Armaghan Ahmed 1,054 854 831 (23) - do -
Awais Amjad 1,518 987 1,059 72 - do -
Faizan Mir 732 703 622 (81) - do -
Bilal Ahmad 1,512 1,043 1,058 15 - do -
Farheen Ahmad 1,719 1,358 1,251 (107) - do -
Ishtiaq Ahmad Noor 1,512 847 1,063 216 - do -
Khalid Yacob 2,512 1,005 1,030 25 - do -
Mansoor Hassan Bhatti 2,383 953 1,149 196 - do -
Khalid Yacob 1,723 689 689 - - do -
Laila Hussain 732 703 695 (8) - do -
Mauooz Ul Hassan 732 651 622 (29) - do -
Mehreen Bilal 1,530 642 1,512 870 - do -
Mobin Javed 1,261 504 788 284 - do -
Mohammad Akmal 1,751 771 1,054 283 - do -
Moiz Ahmad 1,282 859 855 (4) - do -
Muhammad Atif 732 608 622 14 - do -
Muhammad Azam Uddin 1,788 1,395 1,428 33 - do -
Muhammad Bilal Ashraf 1,327 1,009 999 (10) - do -
Muhammad Jamil Anjum 1,230 517 760 243 - do -
Muhammad Nasir Islam 1,314 539 832 293 - do -
Muhammad Saeed 1,563 625 1,038 413 - do -
Mukkaram Javed Naushahi 1,250 1,100 1,063 (37) - do -
Omer Ejaz 1,514 605 1,207 602 - do -
Osaid Ur Rehman 708 595 602 7 - do -
Owais Khan 688 544 498 (46) - do -
Rabia Batool 1,094 755 790 35 - do -
Rehan Yacob 2,428 1,894 2,090 196 - do -
Imtiaz Ahmad 1,527 1,161 1,189 28 - do -
Syed Noman Shah 703 591 598 7 - do -
Shafique Tahir 1,391 1,294 1,391 97 - do -
Shakir Zia 2,171 1,259 1,352 93 - do -
Soban Waqar 1,054 885 762 (123) - do -
Sulaiman Abdul Rehman 1,537 1,337 1,308 (29) - do -
Syed Hassan Jawad 1,327 1,181 1,136 (45) - do -
Syed Wasik Ali 1,512 983 1,058 75 - do -
Talha Ahmad Iftikhar 1,657 1,425 1,465 40 - do -
Tariq Azam Khan 1,129 903 960 57 - do -
Usman Akram 1,034 755 635 (120) - do -
Zeeshan Bahadur 708 573 513 (60) - do -
Muhammad Tariq 1,022 419 590 171 - do -
Muhammad Ilyas 669 288 298 10 - do -
Farhan Amin 669 281 298 17 - do -
Mian Abdul Rashid Shaheen 1,034 455 598 143 - do -
Nasir Mehmood Butt 985 394 577 183 - do -
Sikandar Abbas 1,032 413 599 186 - do -
Ali Iqbal Rabbani 800 328 406 78 - do -
Outsiders
IGI General Insurance Limited -
related party (associate) 1,678 1,544 1,675 131 Insurance Claim
Anjum Javed 708 573 602 29 Negotiation
Hina Kanwal 1,327 1,194 1,327 133 - do -
Khurram Imtiaz 1,584 776 1,378 602 - do -
Nazim Hussain 1,094 897 930 33 - do -
Zahid Maqbool 1,078 614 912 298 - do -
Kashif Mehmood 673 269 299 30 - do -
Ahmad Kamal Khan 22 - 5 5 - do -
Ahmad Kamal Khan 460 - 345 345 - do -
Umer Farooq Bajwa 681 306 302 (4) - do -
Adnan Qureshi 861 215 940 725 - do -
Irfan Khan 1,834 459 1,140 681 - do -
Margalla Motors 822 206 400 194 - do -
Muhammad Asim Mumtaz 981 392 763 371 - do -
Shahid Ali Khan Lodhi 964 386 605 219 - do -
Khurram Imtiaz 1,027 411 702 291 - do -
Zafar Haider 1,056 422 680 258 - do -
Muhammad Asif Ameer 1,050 420 420 - - do -
Sabih Ahmad Jilani 683 348 357 9 - do -
Carried Forward 79,631 47,741 56,571 8,830
Vehicles Employees
Ameer Taimoor Ali 1,019 917 901 (16) As per Company
policy
Anis Ahmed 1,495 598 1,013 415 - do -
Arslan Bashir 1,297 1,141 1,126 (15) - do -
Ather Ayub Khan 3,742 2,545 3,116 571 - do -
Gohar Ali Shahzad 1,788 1,609 1,592 (17) - do -
Hammas Ali Naik 1,391 1,308 1,391 83 - do -
Kashif Ahmed 1,560 874 982 108 - do -
Major (r) Fazal Ahmad 1,760 1,338 1,412 74 - do -
Major (r) Shoib Nangiana 1,365 546 769 223 - do -
Mehreen Zafar 1,057 719 651 (68) - do -
Mian Javaid Iqbal 1,555 622 1,197 575 - do -
Mudassar Anjum 1,788 1,591 1,547 (44) - do -
Muhammad Ahmad 1,534 1,227 1,393 166 - do -
Muhammad Ashiq 1,640 1,279 1,403 124 - do -
Muhammad Farhan 2,383 1,168 1,830 662 - do -
Muhammad Rizwan 1,438 575 963 388 - do -
Mumtaz Ali 1,020 551 646 95 - do -
Munir Alam Shah 708 694 626 (68) - do -
Musab Mukhtar Malik 1,112 734 792 58 - do -
Mustansar Bashir 1,973 789 1,380 591 - do -
Nauman Noor 1,548 741 982 241 - do -
Raheel Shakeel 1,014 852 897 45 - do -
Raja Asad 1,807 1,608 1,653 45 - do -
Shahid Islam 700 525 430 (95) - do -
Shahida Naeem 1,680 672 1,021 349 - do -
Subbayal Najeeb 1,039 821 820 (1) - do -
Subhan Zahid 2,017 2,017 2,017 - - do -
Syed Baqir Ali Shah 1,498 869 939 70 - do -
Syed Rizwan Ali 708 637 650 13 - do -
Syed Zia Ul Hassan 1,642 1,495 1,453 (42) - do -
Tahira Yasmeen 1,275 574 832 258 - do -
Umer Shabbir 678 617 678 61 - do -
Usaid Faizi 1,014 963 894 (69) - do -
Carried Forward 169,464 35,620 45,823 10,203
108
(Rupees in thousand) 2017
Particulars Sales Gain / (loss) Mode of
of assets Sold to Cost Book value proceeds on disposal disposal
Outsiders
Farid Khan 1,394 558 1,260 702 Negotiation
Akhtar Javed 1,145 462 1,031 569 -do-
Ayesha Siddiq 800 472 1,024 552 -do-
Bilal Wayne 681 448 496 48 -do-
Other equipment Items sold 6,863 326 1,069 743 Negotiation
Items retired as no longer usable 2,094 69 - (69) Scrapped
Furniture and fittings Items retired as no longer usable 63 - - - Scrapped
206,682 51,706 66,021 14,315
2017
Accumulated Depreciation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
January Additions / Transfer December as at January (deletions) Transfer as at December December
(Rupees in thousand) 1, 2017 (deletions) (out) 31, 2017 1, 2017 for the year (out) 31, 2017 31, 2017
18.2.1 Depreciation charge for the year has been allocated as follows:
(Rupees in thousand) Note 2018 2017
Vehicles Employees
Civil works and other equipment 107,797 90,663 – 26,275 (301) (173,393) – (6,492) 44,549
Plant and machinery 769,549 1,746,354 – 140,462 (2,660) (1,623,715) – – 1,029,990
Advances to suppliers 47,814 – 190,539 (166,737) (965) (60,563) (2,424) (448) 7,216
18.3.1 Plant and machinery includes machinery in transit amounting Nil (2017: Rs. 9.497 million).
110
19. Investment Properties
2018
Accumulated Accumulated Book value
Cost as at Cost as at depreciation Depreciation depreciation as at
January Additions / Transfer December as at January charge Transfer as at December December
(Rupees in thousand) Note 1, 2018 (deletions) in / (out) 31, 2018 1, 2018 for the year out 31, 2018 31, 2018
Land 19.2 76,695 – 448 77,143 – – – – 77,143
– –
Buildings on freehold land 96,908 – 6,492 54,205 60,859 1,784 – 39,812 14,393
– (49,195) (22,831)
Buildings on leasehold land 39,575 – – 39,575 17,623 1,875 – 19,498 20,077
– –
213,178 – 6,940 170,923 78,482 3,659 (22,831) 59,310 111,613
– (49,195)
2017
Accumulated Accumulated Book value
Cost as at Cost as at depreciation Depreciation depreciation as at
January Additions / Transfer December as at January charge Transfer as at December December
(Rupees in thousand) Note 1, 2017 (deletions) in 1, 2017 1, 2017 for the year in 31, 2017 31, 2017
Land 19.2 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
– –
206,106 – 7,072 213,178 72,927 5,555 – 78,482 134,696
19.1 Depreciation charge for the year has been allocated to administrative expenses.
19.2 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 (2017:
Rs. 6.149 million) and all present and future moveable fixed assets and buildings of Packages Real Estate (Private) Limited (‘PREPL’)
[formerly Packages Construction (Private) Limited] in aggregate (the ‘Mortgaged Security’), have been mortgaged under a first exclusive
equitable charge of Rs. 7,333 million (2017: Rs. 7,333 million) in favour of MCB Bank Limited against a term finance facility of upto Rs.
4,500 million (2017: Rs. 4,500 million) and a running finance facility of upto Rs. 1,000 million (2017: Rs. 1,000 million) provided to PREPL
by MCB Bank Limited under a tri-partite agreement between the Company, MCB Bank Limited and PREPL. 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 (2017: Rs. 3,500 million) provided to PREPL by Allied Bank Limited under a tri-partite agreement between the Company, Allied
Bank Limited and PREPL.
19.3 Following are the particulars of the Company’s immovable fixed assets:
Location Usage of immovable property Total area (in Acres)
Shahrah-e-Roomi, Lahore, Punjab Rented out 16.59
Lakho Baryar, Kasur, Punjab Rented out 15.00
Dullu Kalan, Lahore, Punjab Rented out 16.48
Depalpur, Punjab Kept for capital appreciation 13.39
Pakpattan, Punjab Kept for capital appreciation 21.00
Faizabad, Punjab Kept for capital appreciation 8.80
Hunjra, Punjab Kept for capital appreciation 10.00
Korangi Industrial Area, Karachi, Sindh Rented out 3.33
19.4 Fair value of the investment properties, based on the valuation carried out by an independent valuer, as at December 31, 2018 is Rs.
4,209.399 million (2017: Rs. 3,877.830 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 46.5.
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.
9,023 6,204
21. Investments
These represent the long term investments in:
Related parties - at cost 21.1 18,474,716 18,185,102
Others - available for sale 21.2 32,858,257 41,981,341
51,332,973 60,166,443
Current portion shown under current assets 21.2.4 (10,000) –
51,322,973 60,166,443
112
(Rupees in thousand) Note 2018 2017
32,858,257 41,981,341
21.2.1 Nestle Pakistan Limited and Tetra Pak Pakistan Limited are associated undertakings of the Company as per the Act. However, for the
purpose of measurement, investments in others have been classified as available for sale as referred to in note 4.7. Investments in
associated companies have been made in accordance with the requirements under the Act.
114
21.2.2 As of December 31, 2018, an aggregate of 775,000 (2017: 775,000) shares of Nestle Pakistan Limited having market value of Rs.
6,975.000 million (2017: 8,912.492 million) have been pledged in favour of HBL Pakistan. Out of aggregate shares pledged, 410,000
(2017: 410,000) shares are pledged against issuance of standby letter of credit in favour of HBL Bahrain as referred to in note 17.1 and
the remaining 365,000 shares (2017: 365,000) are pledged against the term finance loan from HBL as referred to in note 7.1.2.
21.2.3 Unquoted investments are measured at cost less any identified impairment loss as it is not possible to apply any other valuation
methodology.
21.2.4 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. The investment
has been classified under current assets during the current year.
2,419 3,320
22.1 These represent interest free loans to employees for purchase of motor cycles and cycles and are repayable in monthly installments over
a period of 60 to 260 months.
Loans to employees aggregating Rs. 2.859 million (2017: Rs. 3.977 million) are secured by joint registration of motor cycles in the name
of employees and the Company. The remaining loans are unsecured.
24. Stock-in-trade
Raw materials [including in transit Rs. 320.827 million (2017: Rs. 156.506 million)] 2,095,429 1,214,331
Work-in-process 708,937 540,833
Finished goods 368,701 229,968
24.1 3,173,067 1,985,132
Provision for obsolete / slow-moving stock-in-trade 24.2 (48,069) (30,464)
3,124,998 1,954,668
24.1 Finished goods costing Rs. 184.847 million (2017: Rs. 46.277 million) are being valued at net realizable value of Rs. 148.715 million
(2017: Rs. 38.524 million).
(Rupees in thousand) Note 2018 2017
44,331 22,254
25.1.1 The maximum aggregate amount due from these related parties at the end of any month during the year was Rs. 62.304 million (2017:
Rs. 97.173 million).
25.1.2 This represents receivable against export sales made in Canada through contract.
116
25.2 Others include trade debts of Rs. 609.243 million (2017: Rs. 565.729 million) which are secured by way of inland letters of credit.
25.3 The movement in provision for doubtful debts during the year is as follows:
Balance as at January 1 8,998 15,635
Provision / (reversal) during the year 31 & 33 34,383 (4,232)
Bad debts written off – (2,405)
834,800 728,868
26.1 This includes an advance of Rs. 1.380 million (2017: Nil) to Mr Gulshair Ali, an employee of the Company against purchase of vehicle as
per his entitlement according to the Company policy. The advance will be adjusted against the actual purchase of the vehicle.
177,734 128,222
These are in the normal course of business and are interest free.
26.3.1 The maximum aggregate amount due from these related parties at the end of any month during the year was Rs. 202.621 million (2017:
Rs. 128.779 million).
26.4 Prepayments include Rs. 18.208 million (2017: Rs. 15.389 million) made to IGI Life Insurance Limited, a related party (associate).
26.5 The Deputy Commissioner Inland Revenue (‘DCIR’) in his order dated June 24, 2015 alleged that in respect of tax periods from 2008
to 2012, the Company had incorrectly adjusted input sales tax credit amounting to Rs. 146.107 million on purchases of raw materials
from certain suppliers who were subsequently blacklisted / suspended and disallowed the same along with levy of default surcharge and
penalty thereon with the total demand aggregating to Rs. 292.214 million. During 2016, the taxation authorities adjusted an amount of
Rs. 292.214 million from income tax refunds of the Company against the said demand.
However, the Appellate Tribunal Inland Revenue (‘ATIR’), through order dated August 28, 2017, has decided the case in favour of the
Company. The Company has filed an application before the respective authorities to give effect to the order during the previous year, the
outcome of which is still pending. Since the case has been decided in the Company’s favour, therefore, the management has not created
any provision against the recoverable amount of Rs. 292.214 million.
118
26.6 The sales tax authorities have raised various demands aggregating to Rs. 50.841 million against the Company for the tax periods from
2011 to 2015 that primarily pertain to disallowance of input sales tax on certain payments and alleged default on charging of output sales
tax on certain goods delivered and services rendered by the Company. During the previous years, the Company made aggregate advance
payments amounting to Rs. 43.561 million against such demands. While the Company’s appeals in this respect are presently pending
adjudication at the CIR(A), ATIR and High Court of Sindh, the Company has not made any provision against the above demands nor the
advance payments as the management is confident that the ultimate outcome of the appeals would be in favour of the Company, inter alia
on the basis of the advice of the tax consultant and legal counsel and the relevant law and facts.
26.7 In respect of tax periods from 2014 to 2016, the Additional Commissioner, Punjab Revenue Authority, through his order dated August 8,
2018 has created a demand of Rs. 757.841 million in respect of alleged default on withholding of Punjab Sales Tax on various heads
of accounts alongwith penalty thereon. The Company has filed an appeal against the above order with the Commissioner (Appeals) on
December 13, 2018, the outcome of which is still pending. The appeal against the impugned order has been filed on the basis of following
major grounds:
The relevant section of the Punjab Sales Tax on Services Act, 2012 has been wrongly applied retrospectively to the alleged period of
default;
The heads of accounts include multiple line items on which Punjab Sales Tax is not applicable; and
It has been wrongly assumed that all the expenses disclosed in the financial statements under the identified heads have actually been
paid during the said tax periods.
The Company has not made any provision against the above demand as the management is confident that the ultimate outcome of the
appeal would be in favour of the Company, inter alia on the basis of the advice of the tax consultant and the relevant law and facts.
26.8 In respect of tax period from January 2016 to December 2016, the Deputy Commissioner Inland Revenue, Federal Board of Revenue,
through his order dated December 28, 2018 has created a demand of Rs. 493.391 million in respect of disallowance of input tax claimed
by the Company, alleged default on charging of output sales tax and default on withholding of General Sales Tax alongwith penalty thereon.
The Company has filed an appeal against the above order with the Commissioner Inland Revenue (Appeals) on February 7, 2019, the
outcome of which is still pending. The appeal against the impugned order has been filed on the basis of following major grounds:
The disallowed input tax relates to purchases of goods and services which relate to the furtherance of taxable business activity and
for whom sales tax invoices from suppliers are available, therefore, the claim should have been allowed;
The demand for alleged under-paid output tax relates to zero-rated supplies on the basis of applicable law and established precedents;
and
The relevant section of the Sales Tax Act, 1990 has been wrongly applied retrospectively to the alleged period of default on withholding
of General Sales Tax.
The Company has not made any provision against the above demand as the management is confident that the ultimate outcome of the
appeal would be in favour of the Company, inter alia on the basis of the advice of the tax consultant and the relevant law and facts.
26.9 Other receivables include Rs. 89.731 million (2017: Nil) due from Packages Lanka (Private) Limited, a subsidiary, in respect of final
dividend declared for the year ended December 31, 2017. The maximum aggregate amount due from the related party at the end of any
month during the year was Rs. 89.731 million (2017: Nil).
3,017,221 2,699,887
27.1 In 1987, the then Income Tax Officer (‘ITO’) re-opened the Company’s assessments for the accounting years ended December 31, 1983
and 1984 disallowing primarily tax credit given to the Company under section 107 of the repealed Income Tax Ordinance, 1979. The
tax credit amounting to Rs. 36.013 million on its capital expenditure for these years was refused on the grounds that such expenditure
represented an extension of the Company’s undertaking which did not qualify for tax credit under this section in view of the Company’s
location. The assessments for these years were revised by the ITO on these grounds and taxes reassessed were adjusted against certain
sales tax refunds and the tax credits previously determined by the ITO and set off against the assessments framed for these years.
The Company filed an appeal against the revised orders of the ITO before the then Commissioner of Income Tax (Appeals) [‘CIT(A)’],
Karachi. CIT(A) in his order issued in 1988, held the assessments reframed by the ITO for the years 1983 and 1984 presently to be void
and of no legal effect. The ITO filed an appeal against the CIT(A)’s order with the then Income Tax Appellate Tribunal (‘ITAT’). The ITAT
has, in its order issued in 1996, maintained the order of CIT(A). The assessing officer, after the receipt of the appellate order passed by
CIT(A), issued notices under section 65 of the repealed Income Tax Ordinance, 1979 for reopening of the assesments for said tax years.
The Company filed a writ petition for setting aside the aforesaid notices with the High Court of Sindh in 2011, the outcome of which is still
pending.
The amount recoverable of Rs. 36.013 million represents the additional taxes paid as a result of the disallowance of the tax credits on
reframing of the assessments. The Company has not made any provision against the above recoverable as the management is confident
that the ultimate outcome of the writ petition would be in favour of the Company, inter alia on the basis of the advice of the tax consultant
and the relevant law and facts.
27.2 In respect of tax year 2007, the department rejected the Company’s claim for interest / additional payment for delayed refunds for the tax
years from 1983-84 to 2003 amounting to Rs. 64.616 million and adjusted the Company’s tax liability for the said year accordingly. The
Company being agreived of the said order filed an appeal with Commissioner Inland Revenue (Appeals) [‘CIR(A)’]. CIR(A) through his order
dated January 26, 2009 maintained the rejection. An appeal against the said order was filed by the Company with ATIR. ATIR through its
order dated February 23, 2010 maintained the rejection. The Company has now filed an appeal in the High Court of Sindh against ATIR’s
order on June 28, 2010, the outcome of which is still pending. However, the Company has not made any provision against the above
recoverable as the management is confident that the ultimate outcome of the appeal would be in favour of the Company, inter alia on the
basis of the advices of the tax consultant and legal counsel, the relevant law and facts.
27.3 In respect of tax year 2014, the department, against taxable loss of Rs. 706.039 million as per return filed by the Company, assessed a
taxable income of Rs. 2,614.710 million and amended the deemed order for the year raising a tax demand of Rs. 606.328 million. In this
order, among other issues, the income tax department did not accept the Company’s contention for non-taxation of the transfer of paper
and paperboard and corrugated business segments to BSPPL under section 97 of the Income Tax Ordinance, 2001. Such transfer has
been taxed as capital gain on the value of assets transferred.
Further, certain other disallowances inter alia including on account of allocation of various expenses towards dividend and other incomes,
effectively reducing the available tax losses by approximately Rs. 1,200 million, were also made by the department in respect of previous
tax years.
The Company being aggrieved of this order filed an appeal before the CIR(A). CIR(A), through order dated March 2, 2018, has accepted
all the contentions of the Company except non-taxation of the transfer of paper and paperboard and corrugated business segments to
BSPPL and taxation of provision for retirement benefits on accrual basis thereby reducing the tax refundable claimed by the Company
from Rs. 352.953 million to Rs. 273.986 million. The Company has filed an appeal against the above order before ATIR on May 4, 2018,
the outcome of which is still pending. The Company has not made any provision against the above demand and disallowance as the
management is confident that the ultimate outcome of the appeal would be in favour of the Company, inter alia on the basis of the advice
of the tax consultant and the relevant law and facts.
120
27.4 In respect of tax year 2016, the department, against taxable income of Rs. 1,157.926 million as per return filed by the Company, assessed
a taxable income of Rs. 2,437.836 million and amended the deemed order for the year raising a tax demand of Rs. 464.187 million. The
Company being aggrieved of the said order filed the appeal before CIR(A). CIR(A), through order dated December 11, 2017, has accepted
all the contentions of the Company except the allowability of provision for workers’ profit participation fund on payment rather than accrual
basis and remanded back credit for minimum tax thereby reducing the tax demand to Rs. 86.864 million. The Company has filed an
appeal against the above order before ATIR on January 9, 2018, the outcome of which is still pending. The Company has not made any
provision against the above disallowance as the management is confident that the ultimate outcome of the appeal would be in favour of
the Company, inter alia on the basis of the advice of the tax consultant and the relevant law and facts.
(Rupees in thousand) Note 2018 2017
29.1 Salaries, wages and amenities include following in respect of retirement benefits:
Defined benefit plan
Gratuity fund 29,813 21,362
Defined contribution plans
Provident fund 26,755 22,634
Pension fund 32,270 29,207
Other benefit plan
Accumulating compensated absences 39,584 25,014
128,422 98,217
29.2 Salaries, wages and amenities include Rs. 323.769 million (2017: Rs. 310.090 million) in respect of services rendered by manpower
contractors during the year.
29.3 Rent, rates and taxes include operating lease rentals amounting to Rs. 109.161 million (2017: Rs. 30.573 million).
29.4 Cost of stores and spares consumed during the year amounts to Rs. 1,936.548 million (2017: Rs. 1,792.496 million), Rs. 72.331 million
(2017: Rs. 11.831 million), Rs. 2.739 million (2017: Rs. 1.220 million) and Rs. 54.309 million (2017: Rs. 0.851 million) for raw materials,
stores and spares and finished goods written off respectively.
122
30.1 Salaries, wages and amenities include following in respect of retirement benefits:
124
(Rupees in thousand) Note 2018 2017
271,793 227,127
34. Finance cost
Interest and mark-up including commitment charges on:
Long term finances - secured 141,871 193,571
Finances under mark-up arrangements - secured 204,158 71,671
Liabilities against assets subject to finance lease 226 1,057
Return on preference shares / convertible stock 155,550 155,550
Commission on bank guarantees 20,229 21,067
Bank charges 2,818 2,579
524,852 445,495
35. Investment income
Dividend income from related parties 35.1 551,656 301,784
Dividend income from others 2,477,227 5,972,121
3,028,883 6,273,905
35.1 Dividend income from related parties
Subsidiaries
DIC Pakistan Limited 140,156 57,413
Packages Lanka (Private) Limited 86,084 115,038
Associates
IGI Holdings Limited 196,083 –
Tri-Pack Films Limited 129,333 129,333
551,656 301,784
36. Taxation
Current
For the year 603,682 656,102
Prior years 54,727 207,668
658,409 863,770
Deferred 10.2 50,870 76,133
Average effective tax rate charged to statement of profit or loss 20.59 13.13
36.4 Management assessment on sufficiency of provision for income taxes
A comparison of provision on account of income taxes with most recent tax assessment for last three tax years is as follows:
(Rupees in thousand) 2018 2017 2016
Tax assessed as per most recent tax assessment 1,276,757 978,344 695,979
Provision in accounts for income tax 1,492,859 1,184,080 754,681
The figures for tax year 2018 represent consolidated figures of the Group for the purposes of group taxation.
As at December 31, 2018, as per the treatments adopted in tax returns filed that are based on the applicable tax laws and decisions of
appellate authorities on similar matters, the provision in accounts for income tax is sufficient as there are strong grounds that the said
treatments are likely to be accepted by the tax authorities.
126
37. As referred to in note 7.2, in addition to the preferred right of return at the rate of 10.00% 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. 30.00 per share was approved
for the year ended December 31, 2017, 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.
38.1 The aggregate amount charged in the financial statements for the year for remuneration, including certain benefits, to the Chief Executive,
Executive and Non-Executive Directors and Executives of the Company are as follows:
Chief Executive Executive Directors Non-Executive Directors Executives*
(Rupees in thousand) 2018 2017 2018 2017 2018 2017 2018 2017
The related parties comprise of subsidiaries, joint ventures, associates, key management personnel including directors and post-
employement 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 38. Significant related party transactions have
been disclosed in respective notes in these financial statements, other than the following:
Relationship with the Nature of transactions 2018 2017
Company Note (Rupees in thousand)
All transactions with related parties have been carried out on mutually agreed terms and conditions.
39.1 This represents remuneration of the Chief Executive, executive director and some of the executives that are included in the remuneration disclosed in note
38 to these financial statements.
128
40. Subsidiaries incorporated outside Pakistan
Anemone holdings Flexible Packages Packages Lanka Chantler
Limited Convertors (Private) Packages Inc.
(Proprietary) Limited
Limited
The variance of actual production from capacity is primarily on account of production planned as per market demand.
130
(Rupees in thousand) Note 2018 2017
Opening Closing
balance as balance as
at January Cash Other at December
(Rupees in thousand) 1, 2018 flows changes 31, 2018
42.3 Reconciliation of liabilities arising
from financing activities
Long term finances - secured 2,642,870 (1,321,420) – 1,321,450
Liabilities against assets subject to finance lease 26,084 (13,730) (12,354) –
2,668,954 (1,335,150) (12,354) 1,321,450
* Other changes represent non-cash movements.
132
At December 31, 2018, if the Pak Rupee had strengthened / weakened by 10% against the USD with all other variables held constant,
pre-tax profit for the year would have been Rs. 31.012 million higher / lower (2017: Rs. 51.629 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, 2018, if the Pak Rupee had strengthened / weakened by 10% against the Euro with all other variables held constant,
pre-tax profit for the year would have been Rs. 21.479 million higher / lower (2017: Rs. 18.808 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 foreign exchange 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) 2018 2017 2018 2017
134
The credit quality of Company’s financial assets that are neither past due nor impaired (mainly bank balances) can be assessed with
reference to external credit ratings (if available) or to historical information about counterparty default rate:
Rating Rating Rating
(Rupees in thousand) Short term Long term Agency 2018 2017
52,305 177,728
(c) Liquidity risk
Liquidity risk represents the risk that the Company shall encounter difficulties in meeting obligations associated with financial liabilities.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through
an adequate amount of committed credit facilities. Due to the dynamic nature of the Company’s businesses, the Company’s finance
department maintains flexibility in funding by maintaining availability under committed credit lines.
Management monitors the forecasts of the Company’s cash and cash equivalents (note 42.2) on the basis of expected cash flow. This
is generally carried out in accordance with practice and limits set by the Company. These limits vary by location to take into account the
liquidity of the market in which the entity operates. In addition, the Company’s liquidity management policy involves projecting cash flows
in each quarter and considering the level of liquid assets necessary to meet its liabilities, monitoring statement of financial position liquidity
ratios against internal and external regulatory requirements and maintaining debt financing plans.
The table below analyses the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the
statement of financial position 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.
136
At amortised cost
(Rupees in thousand) 2018 2017
Liabilities as per Statement of Financial Position
Long term finances 2,254,100 3,575,520
Liabilities against assets subject to finance lease – 26,084
Finances under mark-up arrangements - secured 4,414,019 299,596
Trade and other payables 3,366,171 2,943,677
Unclaimed dividend 62,030 39,307
Accrued finance cost 249,352 189,760
10,345,672 7,073,944
46.3 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.
46.4 Capital 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
7 less cash and cash equivalents as disclosed in note 42.2. Total capital is calculated as equity as shown in the statement of financial
position plus net debt. The gearing ratios as at December 31, 2018 and 2017 were as follows:
(Rupees in thousand) Note 2018 2017
The current ratio shall not be less than 1:1. Current assets for the purpose of computing current ratio, as per the terms of the above
mentioned agreement, do not include prepayments.
The debt to equity ratio, as calculated under the terms of the said agreement, must be not more than 60%.
The Company has complied with these covenants throughout the reporting period. As at December 31, 2018, the debt service coverage
ratio was 15.79 (2017: 20.94), the current ratio was 1.07:1 (2017: 1.71:1) and the debt to equity ratio was 2.04% (2017: 3.32%).
46.5 Fair value estimation
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
138
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 statement of financial position
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 maximize 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.
47. Summary of significant transactions and events
The Company’s financial position and performance was particularly affected by the following events and transactions during the reporting
period:
Due to the first time application of financial reporting requirements under the Act, including presentation and disclosure requirements
of the Fourth Schedule to the Act, some of the amounts reported for the previous year have been reclassified (refer to note 50);
Repaid principal on long term finances aggregating Rs. 1,321.420 million (refer to note 7 and 42.3);
Availed further short term running finance amounting to Rs. 4,114.423 million primarily to meet working capital needs of the Company
(refer to note 14);
Declared dividend on ordinary shares amounting to Rs. 2,681.397 million and participating dividend on preference shares amounting
to Rs. 82.499 million (refer to statement of changes in equity);
Contributed USD 2.312 million equivalent to Rs. 289.614 million as further equity in AHL, wholly-owned subsidiary of the Company
(refer to note 21.1.1);
Increased the amount of provision recognized in respect of rent of land on lease from GoPb for the period from December 2015 to
December 2018 to Rs. 357.590 million (refer to note 18.1.3);
Incurred fixed capital expenditure amounting to Rs. 2,215.130 million mainly in respect of balancing, modernization and replacement
of the plant and machinery and capacity enhancement in the Packaging and Consumer Products divisions (refer to statement of cash
flows and notes 18.1, 18.3 and 41);
Entered into an agreement for contribution of Rs 181 million by a customer towards the cost of certain plant and machinery items to
be purchased and installed at the Company’s Lahore premises and extended a guarantee therefor (refer to note 14.4); and
For a detailed discussion about the above as well as other projects and the Company’s overall performance, please refer to the
Directors’ Report.
48. Date of authorisation for issue
These financial statements were authorised for issue on March 12, 2019 by the BOD.
Particulars
(Rupees in thousand)
Unclaimed dividend’ previously presented under ‘Trade and other payables’
now separately presented on the face of the statement of financial position 39,307
Long term security deposits’ previously included in ‘Long term loans and deposits’
now separately presented on the face of the statement of financial position * 14,884
* Consequent to the reclassification, ‘Long term loans and deposits’
has been renamed as ‘Long term loans’
Other corresponding figures have been reclassified wherever necessary to reflect more appropriate presentation of events and
transactions for the purpose of comparison in accordance with the accounting and reporting standards as applicable in Pakistan. However,
no significant reclassification has been made except for the following:
Particulars
(Rupees in thousand)
Long term advances’ previously included in ‘Others’ under ‘Trade and other payables’
now separately presented on the face of the statement of financial position 65,787
‘Current portion of long term advances’ previously included in ‘Others’ under ‘
Trade and other payables’ now presented under ‘Current maturity of non-current liabilities’ 8,008
‘Trade discount’ previously included in ‘Advertisement and sales promotion’ under ‘
Distribution and marketing costs’ now shown as deduction from ‘Sales’ on the face
of statement of profit or loss 211,456
140
Consolidated
Financial
Statements
For the year ended December 31, 2018
Directors of the Company are pleased to present the audited consolidated financial statements of the Group for the year ended on December 31, 2018.
Comparison of the consolidated results for the year 2018 as against year 2017 is as follows:
During the year 2018, the Group achieved of these entities as the Group prepared as increase in raw material prices. Moving
net sales of Rs. 52,923 million against net the accounts on the basis of management forward, the management will focus on
sales of Rs. 31,680 million achieved during accounts of the foreign entities. The delay improving operating results through tighter
last year which is an increase of 67%. In has occurred on account of accounting operating cost control, product diversification
October 2017, Bulleh Shah Packaging Private software issues of these subsidiaries which and price rationalisation.
Limited (BSPPL) changed the status from were resolved but due to timing constraints
being a Joint Venture (JV) to a fully owned the auditors were unable to obtain sufficient Bulleh Shah Packaging (Private)
subsidiary of the Group. For consolidation appropriate evidence with respect to these Limited
purposes, as a JV, equity accounting was subsidiaries.
Bulleh Shah Packaging (Private) Limited is
applied in line with accounting principles and
principally engaged in the manufacturing
the JV’s proportionate share of profit / loss was A brief review of the operational performance
and conversion of paper and paperboard
recognised till October 2017. Accordingly, net of the Group entities is as follows:
products. The Company has achieved sales
sales of BSPPL, which amounts to Rs. 22.3
of Rs. 22,255 million during the year ended
billion, have been included in Group results of DIC Pakistan Limited
December 31, 2018 as compared Rs. 18,351
current year against net sales of Rs. 4.2 billion
DIC Pakistan Limited is an un-listed public million during 2017 representing sales growth
in 2017 which represent the share of BSPPL’s
limited subsidiary of Packages Limited. It is of 21%. The Company has recorded operating
net sales as a subsidiary of the Group from
mainly engaged in manufacturing, processing loss of Rs. 154 million during the year 2018 as
October 2017.
and selling of industrial inks. The Company compared to operating profit of Rs. 544 million
achieved net sales of Rs. 4,441 million in 2017. The decline in mainly attributable to
The Group posted an operating profit of Rs.
during the year 2018 as compared to Rs. rupee devaluation, increase in raw material and
1,428 million compared to Rs. 2,290 million
3,868 million of last year representing sales fuel prices which were not fully passed on to
generated during the last year. The decline
growth of 15%. The Company has generated the customers.
in profitability of Group is mainly due to
profit before tax of Rs. 391 million during
rupee devaluation, increase in cost of raw
the year 2018 as against Rs. 456 million of Flexible Packages Convertors
material and conversion costs. However, the
2017, this decline in profitability is mainly (Proprietary) Limited
management of these subsidiaries are taking
due to increased cost of raw material. Moving
steps to address this issue through better Flexible Packages Convertors (Proprietary)
forward, the management will continue its
product mix and controlling fixed costs. Limited is a South Africa based subsidiary
focus on improving operating results through
volume growth, tighter cost control and price of Packages Limited. It is primarily engaged
During the year 2018, investment income in production of flexible packaging. The
rationalization.
has declined by Rs. 3,480 million over Company achieved net sales revenue of ZAR
corresponding period of 2017 mainly due 535 million during the year ended December
to decline in dividend income received from
Packages Lanka (Private) Limited
31, 2018 as compared ZAR 493 million during
Nestle and Tetra Pak which has resulted in Packages Lanka (Private) Limited is a Sri 2017. The Company has recorded profit
decrease in earnings after tax. Lanka based subsidiary of Packages Limited. before tax of ZAR 21 million in current year as
It is primarily engaged in production of flexible compared to ZAR 15 million in 2017.
The annexed audit opinion on the consolidated packaging. The Company has achieved sale
accounts for the year ended has been qualified of SLR 2,439 million during the year 2018
to the extent of foreign subsidiaries of the as compared to SLR 2,206 million of 2017
Group, namely, Linnea Holdings Inc., Canada representing growth of 11%. The Company
and Chantler Packages Inc., Canada due to has generated profit before tax of SLR 143
delay in the finalization of audited accounts million in the year 2018 as compared to SLR
251 million of 2017. This decrease in profit
is mainly due to growing competition as well
142
Packages Real Estate (Private) Omyapack (Private) Limited received. On January 5, 2019, the Supreme
Court of Pakistan summoned BoR and the
Limited [Formerly Packages OmyaPack (Private) Limited has started Parent Company on this matter to which the
Construction (Private) Limited] its commercial production in June 2018. BoR stated that the new policy of GoPb is not
Packages Real Estate (Private) Limited is a The Company produced 1,963 and 539 dry to lease the state land but to sell it through
subsidiary of Packages Limited. It is primarily metric tons of ground calcium carbonate open auction. Consequently, the Parent
engaged in the business of all types of in its wet and dry plant respectively. The Company was directed to deposit Rs. 500
construction activities and development of real Board of Directors strongly believe in the million with the BoR as security to the payment
estate. It is currently operating the real estate growth prospects of the Company leading to of the outstanding rent to be determined, with
project titled “Packages Mall” which became considerable benefit to the shareholders. such amount being adjustable against the
operational in April 2017. The Company has final amount of rent. The Parent Company
achieved sales of Rs. 3,204 million during the Investment In 100% Subsidiary has deposited such amount in compliance
year ended December 31, 2018 as compared Anemone Holdings Limited with the direction of the Honourable Supreme
Rs. 1,702 million during 2017 representing Court of Pakistan. The Supreme Court has
Your Company contributed Rs. 289.614
sales growth of 88%. The Company has further directed Additional Advocate General
million (equivalent to USD 2.312 million)
recorded operating profit of Rs. 666 million Punjab that subject to the Court’s approval,
as equity in Anemone Holdings Limited,
during the year 2018 as compared to Rs. 81 two surveyors be appointed for determination
Mauritius (“AHL”). AHL is a special purpose
million in 2017 with an increase of 8.2 times. of rent based on industrial usage of the land
vehicle established in 2015 for the acquisition
of operations of a flexible packaging company for the period from December 2015 till date.
Moving forward, the Board believes that this However, no surveyor has been appointed till
in South Africa.
investment will bring considerable benefit date. Moreover, the Supreme Court has further
to the shareholders in the form of dividend decided that the land shall be sold through an
Rent of land on lease from
income. open auction with the Parent Company getting
Government of Punjab (GoPb)
the first right of refusal.
Packages Power (Private) Limited A portion of the land on which the Parent
Company’s factory is situated was leased
Packages Power (Private) Limited is a wholly
out to the Parent Company by GoPb from
owned subsidiary of Packages Limited
December 1955 till November 2015 after
duly formed for the purpose of setting up a
which the lease has not been renewed. During
3.1 MW hydropower project as advertised
the year 2015, the Parent Company applied to
by the Punjab Power Development Board
the Board of Revenue (BoR), GoPb to renew
(PPDB). The Company has moved forward
the lease. However, no adequate response was
with the requisite studies and approvals and
is in liaison with the relevant Government
authorities to take the project forward.
Opinion
We have audited the annexed consolidated financial statements of Packages Limited and its subsidiaries (the Group), which comprise the consolidated
statement of financial position as at December 31, 2018, and the consolidated statement of profit or loss, the consolidated statement of comprehensive
income, the consolidated statement of changes in equity, the consolidated statement of cash flows for the year then ended, and notes to the consolidated
financial statements, including a summary of significant accounting policies and other explanatory information.
In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, consolidated financial
statements give a true and fair view of the consolidated financial position of the Group as at December 31, 2018, and of its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with the accounting and reporting standards as applicable in
Pakistan.
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are
independent of the Group in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants as
adopted by the Institute of the Chartered Accountants of Pakistan (the Code) and we have fulfilled our other ethical responsibilities in accordance with
the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
• Our expert agreed with the ‘fair value less costs of disposal’
determined by the management’s expert; and
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of Management and Board of Directors for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the accounting and
reporting standards as applicable in Pakistan and Companies Act, 2017 and for such internal control as management determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to
liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is responsible for overseeing the Group’s financial reporting process.
As part of an audit in accordance with ISAs as applicable in Pakistan, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by
management.
148
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express
an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We
remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the consolidated
financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Muhammad Masood.
Chartered Accountants
Lahore,
March 25, 2019
150
(Rupees in thousand) Note 2018 2017
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 22 27,084,557 25,992,806
Investment properties 23 11,822,054 12,342,428
Intangible assets 24 385,100 286,621
Investments accounted for using the equity method 25 8,312,837 9,802,130
Other long term investments 26 32,847,963 41,981,048
Long term security deposits 142,291 153,247
Long term loans 27 3,101 3,961
80,597,903 90,562,241
CURRENT ASSETS
Stores and spares 28 1,953,160 1,707,667
Stock-in-trade 29 11,836,992 8,439,160
Trade debts 30 6,660,220 5,946,606
Current portion of long term investments 26 10,000 –
Loans, advances, deposits, prepayments and other receivables 31 1,319,304 1,138,978
Income tax receivable 32 4,828,059 4,002,315
Cash and bank balances 33 461,346 1,088,790
27,069,081 22,323,516
107,666,984 112,885,757
The annexed notes 1 to 58 form an integral part of these consolidated financial statements.
152
Consolidated Statement of
Comprehensive Income
for the year ended December 31, 2018
(Rupees in thousand) Note 2018 2017
Profit for the year 1,160,178 10,799,784
Other comprehensive (loss) / income:
Items that will not be reclassified to profit or loss
Remeasurements of retirement benefits (113,553) (265,019)
Tax effect of remeasurements of retirement benefits 13.5 32,930 79,503
(80,623) (185,516)
Items that may be reclassified subsequently to profit or loss
Changes in fair value of available for sale investments 26.5 (9,123,085) 9,123,085
Exchange differences on translation of foreign operations (74,666) 180,789
Share of other comprehensive (loss) / income of investments
accounted for using the equity method - net of tax 25.3 (1,227,053) 4,787,516
(10,424,804) 14,091,390
Other comprehensive (loss) / income for the year - net of tax (10,505,427) 13,905,874
Total comprehensive (loss) / income for the year (9,345,249) 24,705,658
Total comprehensive (loss) / income for the year attributable to:
Equity holders of the Parent Company (9,551,469) 24,478,375
Non-controlling interest 206,220 227,283
(9,345,249) 24,705,658
The annexed notes 1 to 58 form an integral part of these consolidated financial statements.
Balance as on January 1, 2017 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 reserves
Transfer from general reserves – – – – – – – – – (1,000,000) 1,000,000 – – –
Transaction with preference shareholder
Participating dividend on preference shares – – – – – – – – – – (45,000) (45,000) – (45,000)
Total transactions with owners, recognised directly in equity
Final dividend for the year ended December 31, 2016 of Rs. 25.00 per share – – – – – – – – – – (2,234,487) (2,234,487) – (2,234,487)
Dividends relating to 2016 paid to non-controlling interests – – – – – – – – – – – – (104,273) (104,273)
Equity portion of long term loan from shareholder of the Parent Company – – – – – – – 68,110 – – – 68,110 22,510 90,620
Equity portion of short term loan from shareholder of the Parent Company – – – – – – – 25,086 – – – 25,086 8,291 33,377
Non-controlling interests on acquisition of subsidiary – – – – – – – – – – – – 12,710 12,710
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
Appropriation of reserves
Transfer to general reserve – – – – – – – – – 3,000,000 (3,000,000) – – –
Transaction with preference shareholders
Participating dividend on preference shares - note 43 – – – – – – – – – – (82,499) (82,499) – (82,499)
Total transactions with owners, recognised directly in equity
Final dividend for the year ended December 31, 2017 of
Rs. 30.00 per share – – – – – – – – – – (2,681,397) (2,681,397) – (2,681,397)
Dividends relating to 2017 paid to non-controlling interests – – – – – – – – – – – – (150,364) (150,364)
Further investment in subsidiary – – – – – – – – – – – – 8,067 8,067
Transaction with non-controlling interests - note 53.3 – – – – – – – – – – – – (91,822) (91,822)
Equity portion of long term loan from shareholder of the Parent Company – – – – – – – 106,032 – – – 106,032 35,043 141,075
Balance as on December 31, 2018 893,795 606,222 3,766,738 (194,715) 28,858,325 3,527,025 22,981 277,219 1,615,000 17,310,333 6,249,793 62,932,716 2,124,244 65,056,960
The annexed notes 1 to 58 form an integral part of these consolidated financial statements.
154
Consolidated Statement of
Cash Flows
for the year ended December 31, 2018
(Rupees in thousand) Note 2018 2017
- 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.
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 and the factory 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 the accounting and reporting standards as applicable in
Pakistan. The accounting and reporting standards applicable in Pakistan comprise of:
i) International Financial Reporting Standards (‘IFRS’) issued by the International Accounting Standards Board (‘IASB’) as notified under
the Companies Act, 2017 (the ‘Act’); and
ii) Provisions of and directives issued under the Act.
Where provisions of and directives issued under the Act differ from the IFRS, the provisions of and directives issued under the Act have
been followed.
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 IFRS are effective for accounting periods beginning on January 1, 2018 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:
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. The Group’s accounting treatment is already in line with
this interpretation.
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 the approved accounting standards and interpretations that are mandatory for the Group’s
accounting periods beginning on or after January 1, 2019, but are considered not to be relevant or to have any significant effect on the
156
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
Securities and Exchange Commission of Pakistan (‘SECP’) to be effective for annual periods ending on or after June 30, 2019. 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 has yet to assess the full impact of this 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 consolidated 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 has yet to assess the full impact
of the standard.
IFRS 16, ‘Leases’: (effective for periods beginning on or after January 1, 2019). This standard has been notified by the SECP to be effective
for annual periods beginning on or after January 1, 2019. 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 statement of financial position) and an operating lease (off statement of financial position). 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 has yet to assess the full
impact of this standard.
IFRIC 23, ‘Uncertainty over income tax treatments’: (effective for periods beginning on or after January 1, 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 has yet to assess the full impact of the interpretation.
2.2.3 Changes due to The Companies Act, 2017
This was the first year that the Act was applicable to the Group’s consolidated financial statements. The Act has brought certain changes
with regard to the preparation and presentation of the Group’s consolidated financial statements. These changes also include change
in nomenclature of primary statements, etc. Further, the disclosure requirements contained in the Fourth Schedule to the Act have been
revised, resulting in the:
- Elimination of duplicative disclosures with the IFRS disclosure requirements; and
- Incorporation of significant additional disclosures
In view of the above, the presentation of these consolidated financial statements has been realigned with the provisions contained in the
Act. The application of the Act, however, does not have any impact in the recognition and measurement of the amounts reported in these
consolidated financial statements.
3. Basis of measurement
3.1 These consolidated 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.
158
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 statement of financial position.
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 statement of profit or loss, 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 statement of profit or
loss.
e) Changes in ownership interests
The Group treats transactions with non-controlling interests 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
interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling
interests 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
statement of profit or loss. 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 statement of profit or loss.
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 statement of profit or loss
where appropriate.
4.2 Taxation
Income tax expense comprises current and deferred tax. SECP, has registered the Parent Company and its wholly-owned subsidiary,
Bulleh Shah Packaging (Private) Limited (‘BSPPL’), (together the ‘Taxation Group’) tax for the purpose of group taxation under Section
59AA of the Income tax Ordinance, 2001. Consequent to the filing of application by the Taxation Group with the Federal Board of Revenue
for group taxation for the tax year 2019, the Taxation Group will be taxed as one fiscal unit for the said tax year.
160
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 of.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount as fully explained in note 4.3.4 to these consolidated financial statements.
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 statement of profit or loss 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 Leased assets
Assets acquired under a finance lease are depreciated over the estimated useful life of the asset on a straight-line method over its
estimated useful life at the rate of 20.00% per annum. Depreciation of leased assets is charged to consolidated statement of profit or loss.
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, 2018 has not required
any adjustment as there were no assets subject to finance lease as at year end.
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.
4.3.4 Impairement of non-financial assets
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. Other assets are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised
for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s
fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of
assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of
the impairment at the end of each reporting period.
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 and 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.
162
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.
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 statement of financial position 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, 2018 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 of.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount as fully explained in note 4.3.4 to these consolidated financial statements.
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 10. 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 statement of profit or loss 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
statement of profit or loss 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 statement of financial
position as referred to in note 23. 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.
164
(i) Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than the defined contribution plan. The Group’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.
(a) Gratuity plan
There are approved funded defined benefit gratuity plans for all permanent employees of the Parent Company and BSPPL subject to
attainment of service of prescribed minimum period. Monthly contributions are made to the funds 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, 2018. The actual return on plan assets during the year was Rs. 29.701 million (2017: Rs. 39.656 million). The employees
of the Parent Company and BSPPL are entitled to gratuity payments on the basis of their service with the Group and in accordance with
the Group policy.
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 2018 2017
166
(ii) 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 consolidated statement of profit or loss 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 Parent Company operates a recognised / approved contributory provident fund for its permanent employees. Equal monthly
contributions at the rate of 10.00% 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 4.8.2 (b) above.
BSPPL operates a recognised / approved contributory provident fund for its permanent employees. Equal monthly contributions at the rate
of 10.00% 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 4.8.2 (b) above.
Employees of Packages Lanka (Private) Limited, a subsidiary incorporated in Sri Lanka, 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 12.00% and 3.00% 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 statement of financial position 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
Stock of raw materials (except for those in transit), work-in-process and finished goods are valued principally at the lower of weighted
average cost and net realisable value (‘NRV’). Stock of packing material is valued principally at moving average cost. Cost of work-in-
process and finished goods comprises cost of direct materials, labour and related production overheads (based on normal operating
capacity). It excludes borrowing cost.
Materials in transit are stated at cost comprising invoice value plus other charges paid thereon.
Net realisable value is determined on the basis of estimated selling price of the product in the ordinary course of business less estimated
costs of completion and the estimated costs necessary to make the sale.
If the expected 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 Investments
Investments intended to be held for less than twelve months from the statement of financial position 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).
168
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 statement of profit or loss as gains and losses from investment securities. Dividends on available for sale equity instruments
are recognised in the consolidated statement of profit or loss when the Group’s right to receive payments is established.
The Group assesses at each statement of financial position 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 statement of profit or loss. Impairment losses recognised in the consolidated statement of profit or loss
on equity instruments are not reversed through the consolidated statement of profit or loss. Impairment testing of trade debts and other
receivables is described in note 4.13.
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 statement of profit or loss.
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 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 statement of profit or loss. Trade debts, considered irrecoverable, are written off as and
when identified. Subsequent recoveries of amounts previously written off are credited to the consolidated statement of profit or loss.
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 statement of financial position at cost. For the purpose of statement of cash
flows, 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 statement of financial position, 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.
170
(iii) Service and management charges are recognised in the accounting period in which the services are rendered. When the Group is
acting as an agent, the commission rather than gross income is recorded as revenue;
(iv) Ancillary and marketing income is recognised when the event is performed;
(v) 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
(vi) Dividend income is recognised when right to receive such dividend is established.
4.20 Foreign currency transactions and translation
a) Functional and presentation currency
Items included in the consolidated financial statements of the each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity 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.
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 statement profit or loss in the period in which they are incurred.
4.22 Dividend
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’).
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 Group; 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.
172
5. Issued, subscribed and paid up capital
2018 2017 2018 2017
(Number of shares) (Rupees in thousand)
5.1 26,707,201 (2017: Nil) and Nil (2017: 24,653,801) ordinary shares of the Parent Company are held by the Group’s associates, IGI
Investments (Private) Limited and IGI Holdings Limited (‘IGIHL’) respectively.
6. Reserves
Composition of reserves is as follows:
Capital reserves
Share premium 6.1 3,766,738 3,766,738
Exchange differences on translation of foreign operations 6.2 (194,715) (73,314)
Fair value reserve 6.3 28,858,325 37,981,410
Other reserves relating to associates and joint ventures 6.4 3,527,025 4,759,767
Transaction with non-controlling interests 6.5 22,981 22,981
Capital redemption reserve 6.6 1,615,000 1,615,000
37,595,354 48,072,582
Revenue reserve
General reserve 17,310,333 14,310,333
54,905,687 62,382,915
6.1 This reserve can be utilised by the Group only for the purposes specified in section 81 of the Companies Act.
6.2 This represents exchange differences arising on translation of the foreign controlled entities that are recognised in other comprehensive
income as described in note 4.20 (c). The cumulative amount is reclassified to consolidated statement of profit or loss when the net
investment is disposed of.
6.3 This represents the unrealised gain on remeasurement of investments at fair value and is not available for distribution. This amount shall
be transferred to statement of profit or loss on realisation.
6.4 This represents Group’s share of net other comprehensive income of the associates and joint ventures. The amount shall be transferred
to consolidated statement of profit or loss on subsequent reclassification.
6.5 This reserve is used to record the differences described in note 4.1 (e) which may arise as a result of transactions with non-controlling
interests that do not result in a loss of control.
6.6 This reserve was created on account of redemption of 8.5 million preference shares / convertible stock of Rs. 190 each in 2016 as per
the requirements of section 85 of the repealed Companies Ordinance, 1984.
13,566,292 14,626,258
8.1 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 2 equal semi-annual instalments ending on December 28, 2019.
The loan carries mark-up at the rate of six month Karachi Inter Bank Offered Rate (‘KIBOR’) plus 0.10% per annum. The effective mark-up
charged during the year ranges from 6.31% to 7.14% (2017: 6.24% to 6.31%) per annum.
174
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% per
annum. The balance is repayable in 2 equal semi-annual instalments ending on September 8, 2019. The effective mark up rate charged
during the year ranges from 6.40% to 8.35% (2017: 6.30% to 6.40%) per annum.
8.3 Long term finance facility III
This represents term finance facility of Rs. 4,500 million from MCB Bank Limited. PREPL obtained first disbursement in September 2015.
As at December 31, 2018 the amount outstanding is Rs. 4,000 million (2017: Rs. 4,500 million) against term finance. The loan carries
markup at annual rate of 6 months KIBOR plus 0.14% and 0.40% during first and last three and half years respectively during the tenure
of the loan. Markup 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 from first disbursement date in seven semi-annual installments commencing from September 30, 2019. However, Group
made early repayments aggregating to Rs. 500 million during the year.
First exclusive charge over all present and future movable fixed assets of the Group’s subsidiary, namely PREPL 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 PREPL 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.
8.4 Long term finance facility IV
This represents term finance facility of Rs. 3,500 million from Allied Bank Limited. The Group obtained first disbursement in February
2016. As at December 31, 2018 the amount outstanding is Rs. 3,000 million (2017: Rs. 3,500 million) against term finance.The loan
carries markup at annual rate of six months KIBOR plus 0.275% uptil May 2018.The rate was revised to 6 months KIBOR plus 0.17%
with effect from June 01, 2018. Markup 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 from first disbursement date in seven semi-annual installments commencing from February 10, 2020.
However Group’s subsidiary, namely PREPL made early repayment aggregating to Rs. 500 million during the year.
First pari passu charge over all present and future movable fixed assets of the Group’s subsidiary, namely PREPL including 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.
8.5 Long term finance facility V
This loan has been obtained from a consortium of commercial banks comprising of MCB Bank Limited (‘MCB’), Allied Bank Limited and
United Bank Limited (together ‘the consortium members’) led by MCB to fund the capital expenditure costs of the Group. Under the terms
of the agreement, MCB is also acting as the agent bank and the security trustee. The aggregate loan amount is Rs. 7,000 million. It carries
mark-up at six month KIBOR plus 0.15% per annum (2017: KIBOR plus 0.45% per annum). The effective mark up charged during the
year ranges from 6.60% to 8.25% per annum (2017: 6.50% to 6.60% per annum). Mark up is payable semi-annually in arrears. This
loan is repayable in 4 years after expiry of second availability period. The balance is repayable in 4 equal semi-annual instalments ending
on September 2020.
It is secured by an aggregate sum of Rs. 9,333 million by a first priority charge on the hypothecated assets of the Group’s subsidiary,
namely BSPPL at least the charge amount and a first priority mortgage of title deeds of the immovable properties of at least the charge
amount.
176
Rate of return
The preference share / convertible stock holders have a preferred right of return at the rate of 10.00% 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 consolidated statement of financial position as follows:
(Rupees in thousand) Note 2018 2017
– 409,380
9.1.1 The Group re-negotiated the terms of repayment of the loan with Syed Babar Ali in 2017. The tenure of loan was extended to December
31, 2017. The gain of Rs. 33.376 million was recognized in equity as a result of re-negotiations. On December 31, 2017 tenure of loan
was further extended to December 31, 2019. Consequently, the loan was recognized as a long term loan and gain of Rs. 90.620 million
on initial recognition of loan was recognized as equity contribution from shareholder of the Parent Company.
220,916 –
This represents loan repayable to BAF and is interest free. It is being carried at amortized cost using market rate of 16% for a similar
instrument.
Interest rate used as discounting factor ranges from 6.28% to 11.50% per annum (2017: 6.42% to 11.72% per annum). Taxes, repairs
and insurance costs are borne by the lessee.A portion of motor vehicles upto the extent of Rs. 12.350 million (2017: Rs. 18.006 million)
is encumbered as security against finance lease liabilities.
The amount of the future payment of the lease as shown in the consolidated statement of financial position 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 2018 2017
315,902 277,655
178
(Rupees in thousand) Note 2018 2017
84,229 107,889
13. Deferred taxation
The liability for deferred taxation comprises temporary differences relating to:
Accelerated tax depreciation 2,377,428 2,480,498
Unused tax losses 13.2 (1,100,362) (965,476)
Intangible assets (4,423) –
Fair value gain on acquisition of subsidiary 576,238 899,608
Provision for slow moving items (9,151) –
Provision for doubtful receivables (8,427) –
Investments in associates and joint ventures 372,000 372,000
Straightlining of operating leases (16,452) –
Provision for unfunded defined benefit plan (6,422) –
Provision for accumulating compensated absences (146,850) (154,534)
Others (2,868) (66,590)
2,030,711 2,565,506
13.1 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
Group has not recognised deferred tax asset of Rs. 663.436 million (2017: 214.823), out of which Rs. 185.754 million is set to lapse in
the accounting year 2022 and Rs. 477.682 million is set to lapse in the accounting year 2023, in respect of minimum tax available for
carry forward arisen after the formation of the Taxation Group as referred to in note 4.2, as sufficient taxable profits would not be available
to the Taxation Group to utilise these in the foreseeable future. Deferred tax asset has also not been recognised on aggregate minimum tax
credits prior to the formation of the Taxation Group amounting to Rs. 583.654 million (2017: Rs. 801.931 million) as the same can not be
realised against the taxable profits of the Taxation Group. Presently, the Parent Company and BSPPL do not intend to opt out of the Taxation
Group in forseeable future. However, in case the Parent Company and BSPPL opt out of the Taxation Group, these minimum tax credits
will become available for realisation against the taxable profits of the Parent Company and BSPPL. Out of these minimum tax credits, Rs.
166.389 million, Rs. 157.677 million and Rs. 259.558 million are set to lapse by December 31, 2019, 2020 and 2021 respectively.
13.2 The unabsorbed depreciation loss of Rs. 3,218.255 million (2017: Rs. 3,218.255 million) is available for set off against income of BSPPL
under separate return for indefinite period, but not available under the group taxation model.
13.3 For the purpose of current taxation, unused tax losses available for carry forward to PREPL are Rs. 1,355.553 million (2017: Rs. 852.604
million). PREPL has not recognized any related deferred tax asset based on prudence principle as sufficient tax profits would not be
available to set these off in the foreseeable future. Tax losses 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.
13.4 At December 31, 2018, AHL had accumulated tax losses of Rs. 199.833 million (2017: Rs. 133.655 million) which are available for set
off against taxable profit of AHL up to the year ending December 31, 2023. No deferred tax assets has been recognised against the tax
loss carried forward due to the unpredictability of future profit streams of the AHL.
96,592 72,472
14.1 This represents contributions made by employees for purchase of the Group vehicles. The vehicles are transferable to employees at tax
written down value after a period of five years.
692,767 516,586
Pension fund Gratuity fund
(Rupees in thousand) 2018 2017 2018 2017
180
Pension fund Gratuity fund
(Rupees in thousand) 2018 2017 2018 2017
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 fund as advised by the actuary.
In addition to above, the pension fund exposes the Group to longevity risk i.e. the pensioners survive longer than expected.
As at December 31
Present value of defined benefit obligation 690,694 702,959 706,447 651,753 641,863
Fair value of plan assets 446,098 521,244 691,464 627,009 700,115
(Deficit) / surplus (244,596) (181,715) (14,983) (24,744) 58,252
Experience adjustment on obligation 4% 5% 4% -5% 2%
Experience adjustment on plan assets -9% -28% 12% -11% 24%
Fair value of plan assets include ordinary shares of the Parent Company, whose fair value as at December 31, 2018 is Rs. 255.381 million
(2017: Rs. 336.507 million).
182
15.1.9 The present value of defined benefit obligation, the fair value of plan assets and the surplus of gratuity funds is as follows:
(Rupees in thousand) 2018 2017 2016 2015 2014
As at December 31
Present value of defined benefit obligation 901,170 828,254 488,985 378,247 309,873
Fair value of plan assets 475,936 510,715 416,664 362,566 339,502
(Deficit) / surplus (425,234) (317,539) (72,321) (15,681) 29,629
Fair value of plan assets include ordinary shares of the Parent Company, whose fair value as at December 31, 2018 is Rs. 40.420 million
(2017: Rs. 53.274 million).
2018
(Rupees in thousand) Pension fund Gratuity fund
As at December 31
Present value of accumulating
compensated absences 579,478 525,282 349,437 234,990 201,030
Actuarial remeasurements 25,866 7,757 111,678 30,679 32,372
2018
Accumulating
compensated
(Rupees in thousand) absenses
11,618,495 5,091,722
184
18.1 Running finances - secured
Short term running finances available from a consortium of commercial banks under mark-up arrangements amount to Rs. 18,151 million
(2017: Rs. 18,240 million). The rates of mark-up are primarily based on KIBOR plus spread and range from 6.16% to 11.00% (2017:
6.13% to 7.40%) per annum or part thereof on the balances outstanding. In the event the Group fails to pay the balances on the expiry of
the quarter, year or earlier demand, mark up is to be computed at the rates ranging from 7.46% to 22.00% (2017: 7.38% to 9.03%) per
annum or part thereof on the balances unpaid. The aggregate running finances are secured by hypothecation of stores, spares, stock-in-
trade and trade debts.
8,986,971 7,390,625
41,614 84,342
19.3 Included in accrued liabilities is a provision for Rs. 517.268 million (2017: Rs. 492.195 million) relating to Gas Infrastructure Development
Cess (‘GIDC’) and differential of applicable tariff rate to industrial and captive power users along with the late payment surcharge (‘LPS’)
on the outstanding balance of GIDC. The Parent Company’s subsidiary, BSPPL contended itself as an ‘industrial power user’ whereas
it was classified as a ‘captive power user’ by Sui Northern Gas Pipelines Limited (SNGPL). The matter was being contested before the
Lahore High Court (‘LHC’). On January 17, 2018, the LHC set aside the decision of Oil and Gas Regulatory Authority (‘OGRA’), declaring
BSPPL as an industrial power user (the order). However, SNGPL has filed an appeal against the order with the Honourable Supreme Court
of Pakistan. No decision has been made by the Honourable Supreme Court of Pakistan till date of issuance of these consolidated financial
statements.
19.4 Included in accured liabilities is a provision amounting to Rs. 357.590 million (2017: Rs. 125.000 million) in respect of rent of land on
lease from the Government of the Punjab (‘GoPb’) for the period from December 2015 to December 2018 as referred to in note 22.1.1.
186
19.5 This includes payable to Walton Cantonment Board (‘WCB’) against:
(Rupees in thousand) 2018 2017
687,646 115,361
19.5.1 In 2016 WCB issued a notice to the Group requiring payment of commercialisation fee of Rs. 544 million. The Group challenged the
demand of WCB before the Lahore High Court (‘LHC’) through Writ Petition No. 8636/17. The LHC after hearing the point of view of the
Group, by its order dated March 24, 2017, remitted the matter to WCB to decide the same within 40 days and further directed that no
coercive to be taken against the Group in the meanwhile.
WCB passed an order WC / Packages Mall / 855 dated January 14, 2019 pursuant to which WCB raised challans aggregating to Rs.
315.921 million in respect of commercialisation / conversion, building approval, development charges and composition fee. The Group
paid the entire amount on January 15, 2019. The Supreme Court of Pakistan (‘SCP’) vide its order dated January 16, 2019 observed that
the matter stood concluded and further directed WCB to decide the matter of optional parking space within one month.
19.5.2 WCB issued a demand challan dated June 30, 2017 to the Group requiring immediate payment of property tax of Rs 30.361 million
relating to the period April 20, 2017 to June 30, 2017. The Group made an on account payment of Rs 30.361 million on without prejudice
basis since closure of premises had been threatened by WCB.
WCB issued another demand challan to the Group in July 2017 requiring payment of property tax of Rs 256.372 million relating to the
period July 2017 to June 2018 followed by an assessment notice. The demand was challenged by the Group’s legal counsel and the
same was rejected by WCB. Aggrieved by the decision of the WCB, the Group challenged the demand of WCB before the LHC through Writ
Petition No. 208653/18. The LHC after hearing the point of view of the Group, vide its order dated May 04, 2018, restrained WCB from
taking any coercive action against the Group and directed WCB to submit a reply thereto. The SCP vide its order dated January 16, 2019
noted that the matter will be decided by the LHC. On March 15, 2019, the Group has withdrawn its writ petition so that the matter may
be decided by WCB in accordance with the applicable law.
In view of the foregoing, in spite of the fact that Group management considers that there are strong grounds to support the Group’s stance,
provision uptill December 31, 2018 has been made in these financial statements.
19.6 Included in advances from customers, Nil (2017: Rs. 0.432 million) is due to Tri-Pack Films Limited, an associate.
33,189 17,165
19.7.1 Employees’ provident funds related disclosure
All investments in collective investment schemes, listed equity, and listed debt securities out of provident fund have been made in
accordance with the provisions of Section 218 of the Act and the conditions specified thereunder and subject to the regulations formulated
for this purpose in terms of SRO 731(I)/2018 issued by SECP on June 6, 2018.
188
(ii) Guarantees issued in favour of Office of Excise and Taxation, Lahore; Director Taxes, Excise and Taxation Department, Sindh and
Total Parco Pakistan Limited aggregating to Rs. 4.624 million (2017: Rs. 1.624 million).
(iii) Pursuant to the orders of the Honorable Supreme Court of Pakistan as referred to in note 19.5, the Group has submitted an
application dated January 25, 2019 with Walton Cantonment Board requesting commercialisation at a reduced rate of the
additional area representing additional optional parking space, roads network, green area, security pods and loading docks. The
total commercialisation fee calculated on the full charge basis is estimated to be Rs. 268.400 million. As final charge leviable in
the matter is not ascertainable at this stage, therefore no provision has been recorded in these consolidated financial statements.
(iv) Letters of guarantees issued to various parties aggregating to Rs. 1,057.720 million (2017: Rs. 1,017.591 million).
(v) Standby letter of credit issued by Habib Bank Limited - Pakistan (‘HBL Pakistan’) in favour of Habib Bank Limited - Bahrain (‘HBL
Bahrain’) on behalf of the Company amounting to USD 7.111 million equivalent to Rs. 989.176 million (2017: USD 11.063
million equivalent to Rs. 1,223.503 million) to secure long term finance facility provided by HBL Bahrain to Anemone Holdings
Limited (‘AHL’), wholly owned subsidiary of the Company. The standby letter of credit is secured against pledge of Nestle Pakistan
Limited’s shares owned by the Company as referred to in note 26.2.
21.2 Commitments
(i) Letters of credit and contracts for capital expenditure Rs. 1,252.734 million (2017: Rs. 558.812 million).
(ii) Letters of credit and contracts other than for capital expenditure Rs. 1,568.659 million (2017: Rs. 2,587.985 million).
(iii) The amount of future payments under operating leases and the period in which these payments will become due are as follows:
Buildings on freehold land 3,555,044 5,629 76,684 17,365 3,650,686 327,847 365 224,865 2,353 551,394 3,099,292
(4,036) – (4,036) –
Buildings on leasehold land 22.1.1 379,624 3,444 1,705 31,830 416,412 150,612 1,099 20,021 20,478 192,019 224,393
(191) – (191) –
Plant and machinery 24,939,960 247,537 3,747,752 – 28,573,144 6,372,002 79,772 2,897,725 – 9,032,656 19,540,488
(362,105) –
(316,843) –
Other equipments (computers, lab
equipments and other office equipments) 1,517,181 11,234 203,629 – 1,545,557 1,024,931 8,719 178,853 – 1,028,635 516,922
(186,431) (56) (183,842) (26)
Furniture and fixtures 153,549 3,736 26,696 – 178,038 59,810 1,612 25,751 – 81,791 96,247
(5,943) – (5,382) –
Vehicles 549,679 731 219,679 45,548 683,692 145,604 499 69,800 17,437 167,377 516,315
(131,945) – (65,963) –
31,868,076 287,986 4,345,757 184,701 35,905,855 8,080,806 92,066 3,439,754 40,268 11,076,611 24,829,244
(690,651) (90,014) (576,257) (26)
2017
Accumulated Depreciation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
January Acquisition of Exchange Additions / Transfer December as at January Exchange (deletions) Transfer as at December December
(Rupees in thousand) 1, 2017 subsidiary differences (deletions) in 31, 2017 1, 2017 differences for the year in 31, 2017 31, 2017
12,809,111 17,579,451 397,556 1,277,420 114,190 31,868,076 6,520,522 98,060 1,657,163 35,157 8,080,806 23,787,270
(309,652) –
(230,096) –
22.1.1 A portion of the land on which the Group’s Lahore factory is situated, measuring 231 kanals and 19 marlas, was leased out to the Group by
GoPb from December 1955 till November 2015 after which the lease has not been renewed. During the year 2015, the Group approached
the Board of Revenue (‘BoR’), GoPb to renew the lease; however, no adequate response was received. Subsequent to the reporting date,
on January 5, 2019, the Supreme Court of Pakistan (‘Court’), summoned BoR, to which the BoR stated that the new policy of the GoPb
is not to lease state land but to sell it through open auction. Consequently, the Group was directed to deposit Rs. 500 million with the
BoR as security to the payment of outstanding amount of rent to be determined, with such amount being adjustable against final amount
of rent. The Group has deposited such amount in compliance with the direction on January 10, 2019. The Supreme Court has further
directed Additional Advocate General, Punjab on January 16, 2019 that subject to the Court’s approval, two surveyors be appointed for
determination of rent based on industrial usage of the land for the period from December 2015 till date. However, no surveyors have been
appointed as of the date of the authorisation for issue of consolidated financial statements. Moreover, the Court has further decided that
the land shall be sold through an open auction with the Group getting the first right of refusal.
The Group management has, on the basis of assessment of fair value of the said portion of land by an independent valuer and its
understanding of the prevalent market terms relating to rent of such properties in the vicinity of the said portion of land, booked a provision
of Rs. 357.590 million (2017: Rs. 125.000 million) in respect of rent for the period from December 2015 to December 2018. The Group
190
management is confident that the final amount of rent will be in congruence with the provision made in these consolidated financial
statements, inter alia on the basis of the fair value determined by the independent valuer and the relevant facts and circumstances.
Furthermore, the management also intends to acquire the title of the said portion of land when the open auction takes place and is
confident that it will be able to meet the highest bid.
22.1.2 During the previous year, the Group derecognised the balance payable to its EPC contractor, Runh Power Corp., Ltd (‘the Contractor’) to
the extent of Rs. 146.720 million (USD 1.40 million) on account of non-fulfilment of performance guarantees and test runs which the
Contractor had committed through a final settlement agreed between the Group and the Contractor on May 30, 2016. The corresponding
amount was reduced from the cost of plant and machinery. Till the date of issuance of these consolidated financial statements, the
Contractor has not raised any claim in respect of this amount.
22.1.3 Leasehold land comprises of lands situated in Karachi and Haripur which were obtained by the Group on lease and are being amortized
over the term of 49 years and 99 years respectively. The title of lands remains with the lessor at end of the lease term. However, leasehold
lands have been included in property, plant and equipment in accordance with clarification issued by Institute of Chartered Accountants
of Pakistan through selected opinion issued on IAS 17, ‘Leases’.
22.1.4 The cost of fully depreciated assets as at December 31, 2018 is Rs. 4,421.513 million (2017: Rs. 3,444.478 million).
22.1.5 The depreciation charge for the year has been allocated as follows:
3,439,754 1,657,163
22.1.6 Following are the particulars of the Group’s immovable fixed assets:
Vehicles Employees
Abdul Razzaq 1,498 629 849 220 As per Group policy
Armaghan Ahmed 1,054 854 831 (23) - do -
Awais Amjad 1,518 987 1,059 72 - do -
Faizan Mir 732 703 622 (81) - do -
Bilal Ahmad 1,512 1,043 1,058 15 - do -
Farheen Ahmad 1,719 1,358 1,251 (107) - do -
Ishtiaq Ahmad Noor 1,512 847 1,063 216 - do -
Khalid Yacob 2,512 1,005 1,030 25 - do -
Mansoor Hassan Bhatti 2,383 953 1,149 196 - do -
Khalid Yacob 1,723 689 689 - - do -
Laila Hussain 732 703 695 (8) - do -
Mauooz Ul Hassan 732 651 622 (29) - do -
Mehreen Bilal 1,530 642 1,512 870 - do -
Mobin Javed 1,261 504 788 284 - do -
Mohammad Akmal 1,751 771 1,054 283 - do -
Moiz Ahmad 1,282 859 855 (4) - do -
Muhammad Atif 732 608 622 14 - do -
Muhammad Azam Uddin 1,788 1,395 1,428 33 - do -
Muhammad Bilal Ashraf 1,327 1,009 999 (10) - do -
Muhammad Jamil Anjum 1,230 517 760 243 - do -
Muhammad Nasir Islam 1,314 539 832 293 - do -
Muhammad Saeed 1,563 625 1,038 413 - do -
Mukkaram Javed Naushahi 1,250 1,100 1,063 (37) - do -
Omer Ejaz 1,514 605 1,207 602 - do -
Osaid Ur Rehman 708 595 602 7 - do -
Owais Khan 688 544 498 (46) - do -
Rabia Batool 1,094 755 790 35 - do -
Rehan Yacob 2,428 1,894 2,090 196 - do -
Imtiaz Ahmad 1,527 1,161 1,189 28 - do -
Syed Noman Shah 703 591 598 7 - do -
Shafique Tahir 1,391 1,294 1,391 97 - do -
Shakir Zia 2,171 1,259 1,352 93 - do -
Soban Waqar 1,054 885 762 (123) - do -
Sulaiman Abdul Rehman 1,537 1,337 1,308 (29) - do -
Syed Hassan Jawad 1,327 1,181 1,136 (45) - do -
Syed Wasik Ali 1,512 983 1,058 75 - do -
Talha Ahmad Iftikhar 1,657 1,425 1,465 40 - do -
Tariq Azam Khan 1,129 903 960 57 - do -
Usman Akram 1,034 755 635 (120) - do -
Zeeshan Bahadur 708 573 513 (60) - do -
Muhammad Tariq 1,022 419 590 171 - do -
Muhammad Ilyas 669 288 298 10 - do -
Farhan Amin 669 281 298 17 - do -
Mian Abdul Rashid Shaheen 1,034 455 598 143 - do -
Nasir Mehmood Butt 985 394 577 183 - do -
Sikandar Abbas 1,032 413 599 186 - do -
Ali Iqbal Rabbani 800 328 406 78 - do -
Muhammad Kamran Bhatti 812 613 1,007 394 - do -
Abdul Wajid 892 816 1,061 245 - do -
Zohaib Nasir 599 570 929 359 - do -
Nabeel Siddique 1,391 1,308 1,318 10 - do -
Shahzad Shafiq Shami 675 525 774 249 - do -
Muhammad Awais 628 596 683 87 - do -
Muhammad Amin 561 436 599 163 - do -
Imran Ilahi 369 281 489 208 - do -
Muhammad Hammad 461 391 364 (27) - do -
Rizwan Yaqub 459 368 363 (5) - do -
Muhammad Hussaan 372 282 308 26 - do -
Syed Danial 512 444 421 (23) - do -
Usman Ashraf 409 361 355 (6) - do -
Sharjil Naushad 263 251 278 27 - do -
Zafar Iqbal 221 221 255 34 - do -
Isac James 12 – 43 43 - do -
Shahzad Akbar 42 30 57 27 - do -
Gulzar Ahmad 50 38 46 8 - do -
Carried forward 69,776 45,840 52,139 6,299
192
(Rupees in thousand) 2018
Particulars Sales Gain / (loss) Mode of
of assets Sold to Cost Book value proceeds on disposal disposal
Outsiders
RNM Solutions Pty. Limited 1,350 948 295 (653) Negotiation
M/s Hi Tech Inks 458 379 377 (2) -do-
IGI General Insurance Limited - related party (associate) 130 93 97 4 Insurance Claim
Items sold 12,298 356 1,148 792 Negotiation
Items retired as no longer usable 172,083 729 – (729) Scrapped
Furniture and fixtures Items sold 1,442 87 63 (24) Negotiation
Items retired as no longer usable 4,501 471 – (471) Scrapped
Buildings on freehold land Items retired as no longer usable 4,036 – – – Scrapped
Buildings on leasehold land Items retired as no longer usable 191 – – – Scrapped
690,651 114,393 95,132 (19,261)
Ameer Taimoor Ali 1,019 917 901 (16) As per Group policy
Anis Ahmed 1,495 598 1,013 415 - do -
Arslan Bashir 1,297 1,141 1,126 (15) - do -
Ather Ayub Khan 3,742 2,545 3,116 571 - do -
Gohar Ali Shahzad 1,788 1,609 1,592 (17) - do -
Hammas Ali Naik 1,391 1,308 1,391 83 - do -
Kashif Ahmed 1,560 874 982 108 - do -
Major (r) Fazal Ahmad 1,760 1,338 1,412 74 - do -
Major (r) Shoib Nangiana 1,365 546 769 223 - do -
Mehreen Zafar 1,057 719 651 (68) - do -
Mian Javaid Iqbal 1,555 622 1,197 575 - do -
Mudassar Anjum 1,788 1,591 1,547 (44) - do -
Muhammad Ahmad 1,534 1,227 1,393 166 - do -
Muhammad Ashiq 1,640 1,279 1,403 124 - do -
Muhammad Farhan 2,383 1,168 1,830 662 - do -
Muhammad Rizwan 1,438 575 963 388 - do -
Mumtaz Ali 1,020 551 646 95 - do -
Munir Alam Shah 708 694 626 (68) - do -
Musab Mukhtar Malik 1,112 734 792 58 - do -
Mustansar Bashir 1,973 789 1,380 591 - do -
Nauman Noor 1,548 741 982 241 - do -
Raheel Shakeel 1,014 852 897 45 - do -
Raja Asad 1,807 1,608 1,653 45 - do -
Shahid Islam 700 525 430 (95) - do -
Shahida Naeem 1,680 672 1,021 349 - do -
Subbayal Najeeb 1,039 821 820 (1) - do -
Subhan Zahid 2,017 2,017 2,017 - - do -
Syed Baqir Ali Shah 1,498 869 939 70 - do -
Syed Rizwan Ali 708 637 650 13 - do -
Syed Zia Ul Hassan 1,642 1,495 1,453 (42) - do -
Tahira Yasmeen 1,275 574 832 258 - do -
Umer Shabbir 678 617 678 61 - do -
Usaid Faizi 1,014 963 894 (69) - do -
Uzair Haseeb 688 599 585 (14) - do -
Waqas Munir 2,448 1,836 1,999 163 - do -
Zeeshan Akram 1,000 640 694 54 - do -
Zeeshan Akram 1,667 1,584 1,667 83 - do -
Abdul Rehman 750 300 418 118 - do -
Adnan Tufail 1,050 431 485 54 - do -
Carried forward 252,124 57,932 74,185 16,253
194
(Rupees in thousand) 2017
Particulars Sales Gain / (loss) Mode of
of assets Sold to Cost Book value proceeds on disposal disposal
Brought forward 252,124 57,932 74,185 16,253
IGI Holdings Limited - related party (associate) 1,811 1,141 1,313 172 Insurance Claim
Bulleh Shah Packaging (Private) Limited -
related party (subsidiary) 1,533 1,487 1,487 - Negotiation
Omya Pack (Private) Limited - related party
(joint venture) 1,686 1,332 1,600 268 -do-
Farid Khan 1,394 558 1,260 702 -do-
Akhtar Javed 1,145 462 1,031 569 -do-
Ayesha Siddiq 800 472 1,024 552 -do-
Bilal Wayne 681 448 496 48 -do-
Mian Tariq 1,340 335 1,107 772 -do-
Rizwan Butt 1,340 340 1,085 745 -do-
Damith Prasanna 90 – 29 29 -do-
Other equipment Outsiders
Vehicles 77,184 3,956 3,835 – 39,427 32,715 1,666 7,036 – 23,980 15,447
– (45,548) – (17,437)
Plant and equipment 48,217 2,807 24,952 – 75,976 8,438 1,016 6,452 – 15,906 60,070
– – –
2017
Accumulated Deprecation Accumulated Book value
Cost as at Cost as at depreciation charge / depreciation as at
January Exchange Additions / Transfer December as at January Exchange (deletions) Transfer as at December December
(Rupees in thousand) 1, 2017 differences (deletions) out 31, 2017 1, 2017 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
– – –
22.2.1 Depreciation charge for the year has been allocated as follows:
Cost of sales and services 35.1 6,538 5,104
Administrative expenses 36 3,887 7,572
Distribution and marketing costs 37 3,063 2,888
13,488 15,564
There were no disposals of assets subject to finance lease in 2018. Detail of assets subject to finance lease disposed of during 2017 is as follows:
Vehicles Employees
196
22.3 Capital work-in-progress
2018
Capital Transfers to
Balance as at expenditure Advances Transfers within Charged operating Transfer to Transfer to Balance as
January Exchange incurred during given during capital work off during fixed other investment at December
(Rupees in thousand) Note 1, 2018 differences the year the year in progress the year assets assets properties 31, 2018
1,999,477 1,152 3,611,943 286,359 (1,894,700) (4,279) (1,935,869) (2,424) (6,940) 2,054,719
2017
Capital Transfers to
Balance as at expenditure Advances Transfers within Charged operating Transfer to Transfer to Balance as
January Acquisition of Exchange incurred during given during capital work off during fixed other investment at December
(Rupees in thousand) 1, 2017 subsidiary differences the year the year in progress the year assets assets properties 31, 2017
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
22.3.1 Plant and machinery includes machinery in transit amounting Rs. 9.497 million (2016: Rs. 29.663 million)
22.3.2 This represents capital expenditure incurred on application filing and pursuance of generation license with National Electric Power
Regulatory Authority (‘NEPRA’) for the 2.45 MW Hydropower project of the Group.
(Rupees in thousand) Note 2018 2017
2017
Accumulated Accumulated Book value
Cost as at Transfer from Cost as at depreciation Depreciation depreciation as at
January Acquisition of under construction Transfer (out) December as at January charge as at December December
(Rupees in thousand) 1, 2017 subsidiary property Additions / in 31, 2017 1, 2017 for the year Transfer in 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
23.1.1 Depreciation charge for the year has been allocated as follows:
23.1.2 Following are the particulars of the Groups immovable fixed assets:
198
23.1.3 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, 2018 is
Rs. 3,024.494 million (2017: Rs. 2,742.454 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 53.4.
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 53.4. Fair value of such investment properties has been determined to be Rs. 16,159 million (2017: Rs.
17,611 million).
Valuation techniques used to derive level 3 fair values
The Group has determined the fair value as on December 31, 2018 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 statement of financial position date are as
follows:
2018 2017
Accumulated amortisation
As at January 1, 2017 – (201,810) (201,810)
Amortisation for the year 24.2 – (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
24.1 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, (‘FPCL’) South African project
The recoverable amount of the subsidiary is determined on the discounted cash flow basis.
FPC 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 December 31, 2015 an impairment test
is performed annually.
200
FPCL tests whether goodwill has suffered any impairment on an annual basis. For the 2018 and 2017 reporting period, the recoverable
amount of the cash generating units (CGUs) was determined based on value-in-use calculations which require the use of assumptions.
The calculations use cash flow projections based on financial budgets approved by management covering a five year period. Cash flows
beyond the five year period are extrapolated using the estimated growth rates stated below. These growth rates are consistent with
forecasts included in industry reports specific to the industry in which each CGU operates.
Percentage 2018 2017
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%
24.2 The amortisation charge for the year has been allocated as follows:
Cost of sales and services 35 12,802 7,571
Administrative expenses 36 16,676 6,950
Distribution and marketing costs 37 1,918 –
31,396 14,521
25. Investments accounted for using the equity method
25.1 Amounts recognised in consolidated statement of financial position
Investments in associates 25.4 8,009,152 9,470,360
Investment in joint ventures 25.5 303,685 331,770
8,312,837 9,802,130
25.2 Amounts recognised in consolidated statement of profit or loss
Investments in associates 25.4 96,950 393,608
Investment in joint ventures 25.5 (20,948) (187,078)
76,002 206,530
25.3 Amounts recognised in consolidated other comprehensive income
Investments in associates 25.4 (1,232,742) 4,797,476
Investment in joint ventures 25.5 5,689 (9,960)
(1,227,053) 4,787,516
25.4 Investments in associates
Cost
Opening balance 3,386,278 3,421,278
Disposal of interest in associate on exchange of shares – (35,000)
Closing balance 3,386,278 3,386,278
Post acquisition share of profits and reserves net of impairment losses
Opening balance 6,084,082 969,399
Share of profit from associates - net of tax 96,950 393,608
Share of other comprehensive (loss) / income - net of tax (1,232,742) 4,797,476
Gain on exchange of shares of associate – 17,932
Reversal of accumulated loss – 35,000
Dividends received during the year (325,416) (129,333)
Closing balance 4,622,874 6,084,082
Balance as on December 31 8,009,152 9,470,360
202
(Rupees in thousand) Note 2018 2017
204
(Rupees in thousand) 2018 2017
28.2 The movement in provision for obsolete / slow moving stores and spares during the year is as follows:
206
(Rupees in thousand) 2018 2017
208
(Rupees in thousand) 2018 2017
210
of the Parent Company’s location. The assessments for these years were revised by the ITO on these grounds and taxes reassessed
were adjusted against certain sales tax refunds and the tax credits previously determined by the ITO and set off against the assessments
framed for these years.
The Group filed an appeal against the revised orders of the ITO before the then Commissioner of Income Tax (Appeals) [‘CIT(A)’], Karachi.
CIT(A) in his order issued in 1988, held the assessments reframed by the ITO for the years 1983 and 1984 presently to be void and of
no legal effect. The ITO filed an appeal against the CIT(A)’s order with the then Income Tax Appellate Tribunal (‘ITAT’). The ITAT has, in its
order issued in 1996, maintained the order of CIT(A). The assessing officer, after the receipt of the appellate order passed by CIT(A), issued
notices under section 65 of the repealed Income Tax Ordinance, 1979 for re opening of the assesments for said tax years. The Group filed
a writ petition for setting aside the aforesaid notices with the High Court of Sindh in 2011, the outcome of which is still pending.
The amount recoverable of Rs. 36.013 million represents the additional taxes paid as a result of the disallowance of the tax credits on
reframing of the assessments. The Group has not made any provision against the above recoverable as the management is confident that
the ultimate outcome of the writ petition would be in favour of the Group, inter alia on the basis of the advice of the tax consultant and the
relevant law and facts.
32.2 In respect of tax year 2007 the department rejected the Parent Company’s claim for interest / additional payment for delayed refunds for
the tax years from 1983-84 to 2003 amounting to Rs. 64.616 million and adjusted the Parent Company’s tax liability for the said year
accordingly. The Group being agreived of the said order filed an appeal with CIR(A). CIR(A) through his order dated January 26, 2009
maintained the rejection. An appeal against the said order was filed by the Group with ATIR. ATIR through its order dated February 23,
2010 maintained the rejection. The Group has now filed an appeal in the High Court of Sindh against ATIR’s order on June 28, 2010, the
outcome of which is still pending. However, the Group has not made any provision against the above recoverable as the management
is confident that the ultimate outcome of the appeal would be in favour of the Group, inter alia on the basis of the advices of the tax
consultant and legal counsel, the relevant law and facts.
32.3 In respect of tax year 2014, the department, against taxable loss of Rs. 706.039 million as per return filed by the Parent Company,
assessed a taxable income of Rs. 2,614.710 million and amended the deemed order for the year raising a tax demand of Rs. 606.328
million. In this order, among other issues, the income tax department did not accept the Group’s contention for non-taxation of the transfer
of paper and paperboard and corrugated business segments to BSPPL under section 97 of the Income Tax Ordinance, 2001. Such
transfer has been taxed as capital gain on the value of assets transferred.
Further, certain other disallowances inter alia including on account of allocation of various expenses towards dividend and other incomes,
effectively reducing the available tax losses by approximately Rs. 1,200 million, were also made by the department in respect of previous
tax years.
The Group being aggrieved of this order filed an appeal before the CIR(A). CIR(A), through order dated March 2, 2018, has accepted all the
contentions of the Group except non-taxation of the transfer of paper and paperboard and corrugated business segments to BSPPL and
taxation of provision for retirement benefits on accrual basis thereby reducing the tax refundable claimed by the Parent Company from Rs.
352.953 million to Rs. 273.986 million. The Group has filed an appeal against the above order before ATIR on May 4, 2018, the outcome
of which is still pending. The Group has not made any provision against the above demand and disallowance as the management is
confident that the ultimate outcome of the appeal would be in favour of the Group, inter alia on the basis of the advice of the tax consultant
and the relevant law and facts.
32.4 In respect of tax year 2016, the department, against taxable income of Rs. 1,157.926 million as per return filed by the Parent Company,
assessed a taxable income of Rs. 2,437.836 million and amended the deemed order for the year raising a tax demand of Rs. 464.187
million. The Group being aggrieved of the said order filed the appeal before CIR(A). CIR(A), through order dated December 11, 2017, has
accepted all the contentions of the Group except the allowability of provision for workers’ profit participation fund on payment rather than
accrual basis and remanded back credit for minimum tax thereby reducing the tax demand to Rs. 86.864 million. The Group has filed
an appeal against the above order before ATIR on January 9, 2018, the outcome of which is still pending. The Group has not made any
provision against the above disallowance as the management is confident that the ultimate outcome of the appeal would be in favour of
the Group, inter alia on the basis of the advice of the tax consultant and the relevant law and facts.
212
(Rupees in thousand) Note 2018 2017
34. Revenue
The Group derives the following types of revenue:
Sale of goods 34.1 49,718,899 29,977,866
Services 34.2 3,203,824 1,701,877
52,922,723 31,679,743
214
(Rupees in thousand) 2018 2017
35.1.6 Cost of goods manufactured includes Rs 3,106.539 million (2017: Rs 2,065.338 million) for stores and spares consumed, Rs 80.745
million (2017: Rs 28.184 million), Rs 16.881 million (2017: Rs 2.543 million) and Rs 65.072 million (2017: Rs 0.851 million) for raw
material, stores and spares and finished goods written off respectively.
(Rupees in thousand) Note 2018 2017
216
(Rupees in thousand) 2018 2017
36.1 Salaries, wages and amenities include following in respect of retirement benefit
Defined benefit plans
Gratuity funds 16,439 10,167
Pension funds 14,992 1,199
Defined contribution plans
Provident funds 16,900 10,680
Pension funds 24,106 14,185
Other benefit plan
Accumulating compensated absences 21,716 12,480
94,153 48,711
36.2 Salaries, wages and amenities include Rs. 66.143 million (2017: 63.492 million) in respect of services rendered by manpower contractors
during the year.
36.3 Rent, rates and taxes include operating lease rentals amounting to Rs. 139.073 million (2017: Rs. 48.940 million).
218
(Rupees in thousand) Note 2018 2017
No other directors and their spouses had any interest in any of the donees during the year.
38.3 This includes donation made to Idara-e-Taleem-o-Aagahi Trust of Nil (2017: Rs. 1.520 million) by the Group. None of the directors and
their spouses had any interest in the donee.
42. Taxation
Current
Current year 42.1 1,048,460 939,443
Prior years 47,302 190,442
1,095,762 1,129,885
Deferred 35.5 (528,421) 328,550
567,341 1,458,435
42.1 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 under
section 113 of the Income Tax Ordinance, 2001 net of investment tax credit available to the Taxation 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.
50.407 million (2017: Rs. 69.471 million) in the tax expense of the Taxation Group for the year.
42.2 Through the Finance Act, 2018 and Finance Supplementary (Second Amendment) Bill, 2019, amendments have been made to section
5A of the Income Tax Ordinance, 2001. As per the amended provision, income tax at the rate of 5% of accounting profit before tax for
tax year 2019 is applicable where a listed company does not distribute at least 20% of its after tax profits, in the form of cash, within six
months of the end of tax year. Liability in respect of such income tax, if any, is recognised when the prescribed time period for distribution
expires. The Parent Company has distributed more than 20% of its after tax profits for the tax year 2018.
220
Percentage 2018 2017
Tax assessed as per most recent tax assessment 1,276,757 978,344 695,979
Provision in accounts for income tax 1,492,859 1,184,080 754,681
As at December 31, 2018, as per the treatments adopted in tax returns filed that are based on the applicable tax laws and decisions of
appellate authorities on similar matters, the Group’s provision in accounts for income tax is sufficient as there are strong grounds that the
said treatments are likely to be accepted by the tax authorities.
* Comparative figures have been restated to reflect changes in the definition of ‘executive’ as per the Act.
The Group also provides the Chief Executive and some of the directors and executives with Group maintained cars, free transport and
utilities.
44.2 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 (2017: Rs. 0.753 million).
222
45. Transactions with related parties
The related parties comprise joint ventures, associates, directors, key management personnel, staff retirement 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 44. Significant related party transactions
have been disclosed in respective notes in these financial statements, other than the following:
Relationship with the Nature of transactions 2018 2017
Company (Rupees in thousand)
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.
2018 2017
224
(Rupees in thousand) Note 2018 2017
226
Packaging Consumer Ink Real Paper and
Division Products Division Division Estate Paper Board Unallocated Total
(Rupees in thousand) 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017
Total revenue 30,616,746 21,403,279 4,561,870 4,175,000 4,440,983 3,868,353 3,203,825 1,701,878 14,741,286 4,122,643 158,442 548,123 57,723,152 35,819,276
Revenue from external customers 29,357,034 20,015,839 4,453,665 4,045,080 3,479,909 2,825,124 3,203,825 1,701,878 12,269,848 2,685,018 158,442 406,804 52,922,723 31,679,743
Interest expense (796,007) (356,389) (91,058) (20,758) (63,728) (30,522) (686,292) (367,393) (511,557) (87,891) (119,677) (312,748) (2,268,319) (1,175,701)
Depreciation and amortisation (1,607,953) (971,589) (137,213) (127,138) (30,456) (29,591) (874,948) (562,701) (1,537,217) (398,092) (141,886) (141,170) (4,329,673) (2,230,281)
Segment profit / (loss) before tax 452,108 1,407,453 487,435 669,960 390,913 455,641 (19,852) (286,548) (1,108,336) (93,633) 2,065,466 5,240,026 2,267,734 7,392,899
Segment taxation (452,654) (106,493) (153,409) (12,084) (114,077) (130,069) (219,793) (81,010) 378,323 (15,250) (5,731) (895,512) (567,341) (1,240,418)
Segment (loss) / profit after tax (546) 1,300,960 334,026 657,876 276,836 325,572 (239,645) (367,558) (730,013) (108,883) 2,059,735 4,344,514 1,700,393 6,152,481
%age of profit / (loss) after tax 0% 21% 20% 11% 16% 5% -14% -6% -43% -2% 121% 71% 100% 100%
Segment assets 24,105,218 21,923,522 2,349,911 1,849,118 2,498,477 1,781,752 12,618,377 13,518,943 18,614,594 15,900,473 44,147,745 6,722,694 104,334,322 61,696,502
Segment liabilities 3,501,543 3,256,886 359,219 215,559 331,352 211,309 146,773 264,349 1,940,357 1,485,524 36,896,283 30,335,550 43,175,527 35,769,177
227
(Rupees in thousand) 2018 2017
228
51.6 Information by geographical area
Revenue Non - current assets
(Rupees in thousand) 2018 2017 2018 2017
230
Impact on post - tax profit Impact on other components of equity
(Rupees in thousand) 2018 2017 2018 2017
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, 2018 the Group 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 Group has no significant floating interest rate assets, the Group’s income is substantially independent of changes in market interest
rates.
The Group’s interest rate risk arises from short term and long-term borrowings. These borrowings issued at variable rates expose the
Group to cash flow interest rate risk.
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, 2018, if interest rates on floating rate borrowings had been 1% higher / lower with all other variables held constant,
profit for the year would have been Rs. 221.880 million (2017: Rs. 104.330 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.
As of December 31, 2018, trade receivables of Rs. 2,110.454 million (2017: Rs. 2,336.837 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:
(Rupees in thousand) 2018 2017
232
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 2018 2017
444,905 1,081,278
(c) Liquidity risk
Liquidity risk represents the risk that the Group shall encounter difficulties in meeting obligations associated with financial liabilities.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an
adequate amount of committed credit facilities. Due to the dynamic nature of the Group’s businesses, the Group’s finance department
maintains flexibility in funding by maintaining availability under committed credit lines.
Management monitors the forecasts of the Group’s cash and cash equivalents (note 49) on the basis of expected cash flow. This is
generally carried out in accordance with practice and limits set by the Group. These limits vary by location to take into account the liquidity
of the market in which the entity operates. In addition, the Group’s liquidity management policy involves projecting cash flows in each
quarter and considering the level of liquid assets necessary to meet its liabilities, monitoring statement of financial position liquidity ratios
against internal and external regulatory requirements and maintaining debt financing plans.
The table below analyses the Group’s financial liabilities and net-settled derivative financial liabilities into relevant maturity groupings
based on the remaining period at the consolidated statement of financial position 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.
234
At amortised cost
(Rupees in thousand) 2018 2017
Financial liabilities
Long term finances 17,086,178 17,988,200
Liabilities against assets subject to finance lease 42,656 81,993
Security deposits 315,902 277,655
Long term loan from shareholder of the Parent Company - unsecured 220,916 409,380
Finances under mark-up arrangements - secured 11,618,495 5,091,722
Trade and other payables 8,811,760 7,177,681
Unclaimed dividend 62,030 39,307
Accrued finance cost 739,105 495,278
38,897,042 31,561,216
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 49. Total capital is calculated as equity as shown in the consolidated statement of financial position
plus net debt. The gearing ratio as at year end is as follows:
(Rupees in thousand) Note 2018 2017
At December 31, 2018
(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
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
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 statement of financial position
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 maximize 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.
236
53. Interests in other entities
53.1 Subsidiaries
The Group’s principal subsidiaries at December 31, 2018 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.
53.1.1 In addition to the sales offices mentioned above, the Group has following sales offices in respect of the Parent Company:
2nd Floor, G.D. Arcade, 73-E, Fazal-ul-Haq Road, Blue Area, Islamabad, Pakistan; and
237
C-2, Hassan Arcade Nusrat Road, Multan Cantt., Pakistan.
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.
Packages Real Estate
Flexible Packages Packages Lanka (Private) (Private) Limited
DIC Pakistan Convertors (Proprietary) Limited and its [formerly Packages
Summarised statement of financial position Limited Limited subsidiaries (*) Construction
(Private) Limited]
(Rupees in thousand) 2018 2017 2018 2017 2018 2017 2018 2017
Current assets 2,279,471 1,633,220 1,616,570 1,486,356 1,063,602 691,083 700,014 1,084,566
Current liabilities 1,484,462 795,084 1,523,333 1,354,627 996,104 503,325 1,376,688 1,076,675
Current net assets / (liabilities) 795,009 838,136 93,237 131,729 67,498 187,758 (676,674) 7,891
Non-current assets 219,006 148,532 2,285,295 2,158,527 937,067 615,934 11,918,363 12,434,377
Non-current liabilities 61,955 56,529 791,754 836,111 264,701 82,038 7,689,955 8,791,962
Non-current net assets 157,051 92,003 1,493,541 1,322,416 672,366 533,896 4,228,408 3,642,415
Net assets 952,060 930,139 1,586,778 1,454,145 739,864 721,654 3,551,734 3,650,306
Accumulated NCI 428,617 418,749 657,484 654,327 155,892 137,288 882,251 906,736
Packages Real Estate
Flexible Packages Packages Lanka (Private) (Private) Limited
DIC Pakistan Convertors (Proprietary) Limited and its [formerly Packages
Summarised statement of Comprehensive income Limited Limited subsidiaries (*) Construction
(Private) Limited]
(Rupees in thousand) 2018 2017 2018 2017 2018 2017 2018 2017
Cash flows from operating activities (315,749) (7,352) 713,692 100,623 (63,359) 72,833 838,007 (34,659)
Cash flows from investing activities (102,209) (28,956) (228,387) (167,177) (84,121) (271,951) (92,043) (1,991,410)
Cash flows from financing activities (254,915) (104,423) (272,540) (1,514) (45,177) (59,831) (1,100,000) 2,495,859
Net (decrease) / increase in cash
and cash equivalents (672,873) (140,731) 212,765 (68,068) (192,657) (258,949) (354,036) 469,790
(*) These include un-audited figures of the subsidiaries of Packages Lanka (Private) Limited, namely Linnaea Holdings Inc. and Chantler
Packages Inc. for the year ended December 31, 2018.
238
53.4 Interests in associates and joint ventures
Set out below are the associates and joint ventures of the Group as at December 31, 2018 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 2018 2017 2018 2017 2018 2017
Tri-Pack Films Limited Pakistan 33.33% 33.33% Associate Equity method 1,184,901 1,808,985 2,980,549 3,075,353
IGI Holdings Limited Pakistan 10.54% 10.54% Associate Equity method 3,024,248 3,828,720 5,028,603 6,395,007
Plastic Extrusions (Proprietary) Limited South Africa 50.00% 50.00% Joint venture Equity method (*) (*) 27,441 24,081
OmyaPack (Private) Limited Pakistan 50.00% 50.00% Joint venture Equity method (*) (*) 276,244 307,689
Total equity accounted investments 8,312,837 9,802,130
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.
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.
(*) 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.
Tri-Pack Films Limited IGI Holdings Limited
(Rupees in thousand) 2018 2017 2018 2017
The information related to IGI Holdings Limited for the year ended December 31, 2018 is un-audited.
53.4.2.1 Summarised financial information for joint ventures
The table below provides summarised financial information of those joint ventures that are material to the Group. The information disclosed
reflects the amounts presented in the financial statements of the relevant joint ventures and not the Group’s share of those amounts.
These have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments and
modifications for differences in accounting policy:
240
OmyaPack (Private) Limited
(Rupees in thousand) 2018 2017
Aggregate carrying value of individually immaterial associates and joint ventures 27,441 24,081
Aggregate amounts of the Group’s share of:
Profit from continuing operations 10,497 9,044
Other comprehensive income 5,689 3,424
Total comprehenive income 16,186 12,468
242
58. Corresponding figures
Due to revision in Fourth Schedule to the Act, following required changes have been made:
Particulars (Rupees in thousand)
244
Notes
246
Video-Link 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.
I/We, _____________________ of __________________ being a member of Packages Limited, holder of ________ Ordinary shares as
per Register Folio No. / CDC Account No._________________ hereby opt for video-link facility at ______________.
_____________________
Signature of member
248
Annual Report 2018 249
AFFIX
CORRECT
POSTAGE
250
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.
252
Annual Report 2018 253
AFFIX
CORRECT
POSTAGE
254
Form of Proxy
64th 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 18, 2019 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.
256
Annual Report 2018 257
AFFIX
CORRECT
POSTAGE
258
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.