2008, Sanofi Aventis
2008, Sanofi Aventis
2008, Sanofi Aventis
Pakistan limited
Rs 4.3 billion
Net sales 2008
11.56 %
employees
Double-digit growth
Over 1200*
Group Profile
Sanofi-aventis, a global leader in the pharmaceutical industry, researches and develops medicines and vaccines to help improve the lives of the greatest possible number of people. R&D explores a broad spectrum of innovative approaches, and develops new products in the key areas of therapeutic expertise: Thrombosis, Cardiovascular diseases, Diabetes, Vaccines, Oncology, Central Nervous System disorders and Internal Medicine. The Company's growth is attributable to a regional approach to business operations, backed by a comprehensive portfolio of innovative products, mature prescription medicines, consumer health products and generics, as well as vaccines. By virtue of its commitments, sanofi-aventis constantly adapts its development model to the world's emerging human and economic problems.
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Theme
The Colors of Life
Vision
To create & sustain value by being recognized as a Pharmaceutical Industry Leader:
Valued by patients & healthcare providers Sought-after as an employer Respected by the scientific community & our competitors
Mission
Our core strategy is to:
The abundant color in our rich palette is drawn from the hues of the millions of lives saved and the quality of lives improved by our products. The liberal use of color in the 2008 sanofi-aventis annual report signifies good health and well-being while reflecting the vibrancy of life. Create value by rapidly launching and successfully marketing innovative pharmaceuticals that satisfy unmet medical needs in large patient populations. Focus commercial resources on strategic brands to drive sales growth and maximize the value of existing and new global brands. Aggressively recruit and retain top talent, enhancing our capabilities in drug innovation and commercialization.
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Respect
The key human and social component that links us all together, regardless of ethnic origin, culture or position, as we work for our mutual growth.
Courage
The power to control risks, the fighting spirit which helps us to both challenge ourselves and move forward to reach our objectives.
Audacity
The freedom to explore the unknown: acting with our hearts and not just our heads, as we bring the future alive.
Performance
The basis of our endeavors: a source of excellence, achievement and innovation, the key to our future!
Creativity
The capacity for imagination: using our intuition, making unexpected and productive connections, innovating in all our actions and communications.
Solidarity
The capacity to rally together as we drive back disease and give hope a chance: our mutual sense of responsibility when faced with adversity.
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Board of Directors
Syed Babar Ali Tariq Wajid Pir Ali Gohar Tariq Iqbal Khan Syed Hyder Ali J.L. Grunwald Eric Le-Bris Jean-Marc Georges M.Z. Moin Mohajir (Alternate Dr. Amanuallah Khan) (Alternate Shakeel Mapara) (Alternate Muhammad Amjad) Chairman Managing Director (Alternate Arshad Ali Gohar)
IS Steering Committee
Tariq Wajid Yasir Pirmuhammad M.Z. Moin Mohajir Murtaza Nooruddin
Ethics Committee
Yasir Pirmuhammad Dr. Amanullah Khan Salman Ahmed Masaud Ahmed Laila Khan
Contacts
Company Information laila.khan@sanofi-aventis.com Compliance yasir.pirmuhammad@sanofi-aventis.com Medical Affairs aman.khan@sanofi-aventis.com
Auditors
Ford Rhodes Sidat Hyder & Co. Chartered Accountants
Bankers
Citibank, N.A. Deutsche Bank AG Habib Bank Ltd. MCB Bank Ltd. Standard Chartered Bank The Royal Bank of Scotland Ltd.
Company Secretary
Muhammad Irfan
Legal Advisors
Azfar & Azfar Haidermota & Co. Saadat Yar Khan & Co. Ghani Law Associates Bilal Law Associates Syed Qamaruddin Hassan Kundi & Kundi
Postal Address
P.O. Box No. 4962, Karachi - 74000
Registered Office
Plot 23, Sector 22, Korangi Industrial Area, Karachi - 74900 Shakeel Mapara Dr. Amanullah Khan M.Z. Moin Mohajir Muhammad Amjad Dr. Sohail Manzoor Yasir Pirmuhammad
URL
www.sanofi-aventis.com.pk
Management Committee
Tariq Wajid Masaud Ahmed Masood A. Khan Mamoona F. Naqvi Aslam Sheikh Aamer Waheed Zubair Rizvi Laila Khan
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The scope of the liquids transfer project is to relocate the manufacturing of all liquid products to Karachi and divest the Wah production site. A new ultra modern production facility is currently under development in Karachi. Upon the completion of this plant the annual production capacity will increase to 40 million bottles per year due to the installation of two state-of-the-art, highspeed filling lines. High-tech product manufacturing plant will also be installed in this plant to ensure production of larger batch sizes and improved cGMP. The plant is expected to commence commercial production by May 2010.
The Haemaccel plant produces 1.2 million packs per year. This is insufficient to meet market demand. The objective of the Haemaccel extension project was to increase the production capacity of the plant from 1.2 million packs per year to 1.9 million packs per year. The project included an extension to the plant area as well as the installation of new utility and production equipment. The project was completed on schedule in December 2008 and is now in production.
Haemaccel Extension Project: new WFI plant
Sanofi-aventis continued to make considerable investment in Pakistan during 2008. Industrial Affairs initiated 2 major projects in Karachi to: (i) modernize and upgrade production facilities & (ii) to enhance the production capability of Haemaccel.
Liquids Transfer Project: area finishing works in progress Haemaccel Extension Project: incubation area extension Haemaccel Extension Project: new air handling unit
Acute urinary retention Developing an understanding of factors that contribute to the successful management of acute urinary retention associated with benign prostatic hyperplasia in men.
Breast cancer An initiative to help define standards of care: characterizing the clinical profile of patients with early stage breast cancer and their management at country and global level.
Diabetes Identifying appropriate therapeutic options to control blood sugar and blood pressure
Deep Vein Thrombosis (DVT) Defining the magnitude and burden of DVT, a condition resulting from blood clotting in the deep veins and lungs
Sanofi-aventis is committed to the improvement of standards of health care in Pakistan. The department focused on disseminating scientific clinical data and findings of the most current published medical literature related to disease areas and new treatment modalities particularly in the fields of blood pressure control, heart ailments, diabetes and cancer.
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Gearing up for the Future (for Sr. Pharma Associates & Field Executives)
Team Skills Organizational Skills Mentoring and Guiding peers Giving and receiving feedback
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For me, it was a moment of great pride when I joined sanofiaventis in 2007. I always envisioned myself at a dynamic organization with s t ro n g l e a d e r s h i p ; sanofi-aventis fits that description just right! The multinational aspect is great as I get to interact with my counterparts in other countries. The supportive and friendly environment adds to the experience and contributes to my personal and professional growth. Salman Raza
Assistant Industrial Affairs Controller B. Com; MA Economics Karachi University ACCA
I am thoroughly enjoying working at sanofi-aventis. I value the culture of teamwork in the company, where every member of the group plays an important role. After working at various companies in Pakistan, I can say with confidence that sanofi-aventis I joined offers the best working environment and sanofi-aventis ethical practices. as a District Manager in Sales. My four Asma Zuberi years in Sales were Assistant Manager, both exciting and Regulatory Affairs rewarding, but I wanted B.Pharmacy further professional Karachi University enrichment. Sanofi-aventis was extremely supportive in my decision and offered me a position in Human Resources, where Im learning something new every day! Thank you sanofi-aventis for giving me diversity in my career! Furqan Hussain
Field HR Manager (South) MBA - PIMSAT
I have been associated with the company for seven years. Although I worked in a multinational pharmaceutical in Canada, I returned to Pakistan and decided to rejoin sanofi-aventis. In order to progress, it is imperative to work for a dynamic and innovative organization. I feel privileged to work with a cohesive team of talented individuals and strategic thinkers. Dr. Syed Moin Hussain
Business Manager M.B;B.S.-DOW Medical University MBA-IQRA University CCRA-McMaster University, Canada
My internship at sanofiaventis has been invaluable; I I have acquired a have wealth of knowledge been and am more focused working about my future career at sanofigoals. As an intern, your aventis for time is divided between working the past with other members of the organization three years, and individual project time. Projects are and each year geared around your areas of interest and leaves me with can change as you get a feel for the different more skills and functions in a business and as you discover confidence than the your forte. Additionally, the opportunity last. My managers are easily to work with such a talented group of approachable and share their people was an incredible bonus for wealth of knowledge with me. I get to me. attend various trainings abroad which further contribute to my learning. It is Junaid Khan a privilege to work for a company that Student CBM invests in its people! Safdar Raza
Imports Specialist Masters in Urdu Advance Karachi University
BS - Engineering - GIKI
My experience interning at sanofi-aventis has been outstanding. I was given the opportunity to work on a project preparing CAPEX for 2009 which would become a part of the budget plan. This challenging project provided me with tremendous learning experience and helped me sharpen my skills. I found the employees very supporting and encouraging. I have interned at a few banks before, but learning opportunities were very limited. Samra Khan
Student IBA
My 3 years at sanofiaventis as a Medical Manager have provided me with endless learning opportunities. At the time, I was new to the pharma industry and the national and international exposure I got laid a strong foundation for me. Recently, I've been given the opportunity to join the Marketing Dept. as a Product Manager. I'm very thankful to the management for providing me with this crossfunctional exposure. This diverse experience will assist in the strengthening and further advancement of my career in this industry. Dr. S. Ali Hassan
Product Manager
While pursuing my M.B;B.S., I never imagined that one day Ill be working in a multinational pharmaceutical. Sanofi-aventis is all about corporate social responsibility; it stands firm on all moral and ethical grounds relating to the pharmaceutical industry. Since I am a firm believer in ethics and integrity, this is exactly the type of organization I would like to be associated with. Our team leaders recognize our individual strengths, nurture them and motivate us by providing a platform to excel. Dr. Maliha Zahir
Assistant Medical Manager M.B;B.S. - Hamdard College of Medicine MBA Health Management (ongoing) - CBM
A portfolio addressing
product
With its extensive product portfolio, sanofi-aventis addresses the most urgent medical needs, bringing innovative, effective and welltolerated treatments to doctors for their patients. Innovative medicines: Lantus, the leading brand worldwide in the treatment of diabetes; Clexane, the leader in a growing market where prophylaxis is still under-developed; Taxotere, whose broad range of indications places it in the first rank among branded cytotoxic agents; and Plavix, whose potential with eligible yet still un-treated patients opens up opportunities for growth. Sanofi Pasteur, the Group's Vaccines division offers the industry's broadest range of products, from paediatric combination vaccines and vaccines against influenza and meningitis to booster shots, vaccines for travellers and for regions where diseases are endemic.
85 years
The most prescribed insulin in the world.
Lantus is the most widely prescribed insulin in the world. It is the only basal insulin offering 24-hour efficacy with no pronounced peak. It delivers genuine comfort to patients. One injection a day is sufficient to meet all basal insulin needs. Lantus is indicated for people with Type 1 (adults and children) and Type 2 (adults) diabetes.
of innovation in diabetes
1921 Insulin was identified for the first time in Canada by Frederick Banting and Charles Best, who used a raw pancreatic extract to save the life of a young boy in a diabetic coma. 1923 Hoechst, later to become part of sanofi-aventis, was the first company to produce insulin. 1936 Hoechst developed the crystallization process that improves the purification and tolerance of insulin. This marked the start of a long process of research into the disease. 1953 Hoechst launched the first insulin with 24-hour efficacy.
today's
challenges
Lantus SoloSTAR combines the best of Lantus, the most widely prescribed insulin in the world, with state-of-the-art sanofi-aventis technology to facilitate life for patients. Lantus SoloSTAR is a pre-filled, disposable pen that enables patients to inject up to 80 units of Lantus insulin, if necessary in one shot. It was designed to meet the everyday needs of
Sales Rs.
people with diabetes. They can easily see the insulin dose and the injection is almost painless, as slight pressure suffices to inject the right dose (30% less force than similar devices). Patients tend to be frightened of insulin, and many physicians hesitate to start insulin therapy for Type 2 diabetes. They postpone the decision as long as possible, since patients are afraid of injections and the treatment's daily demands. In such conditions, glycemic control will deteriorate under oral treatment, since it is impossible to deliver a sufficient dose. This can increase the risk of cardiovascular (heart disease and stroke) and microvascular (kidney and ophthalmologic disorders, amputations) complications associated with diabetes due to the late onset of treatment. By combining a daily dose of Lantus with an intuitively easy-to-use injection pen that delivers a quick shot, Lantus SoloSTAR helps patients overcome the barrier to acceptance of insulin injections and makes it easier to manage diabetes on a daily basis. SoloSTAR was awarded the 2007 GOOD DESIGN prize by the Chicago Athenaeum Museum of Architecture and Design. Every year, this institution awards the world's most prestigious design prize, and singled out SoloSTAR's remarkable conception and leading-edge technology for improving the ability of patients to observe the most suitable treatment..
31% growth
87.2 million
1976 Researchers produced the first sample of human insulin. Genetic engineering drove considerable progress, up until the production of the glargine insulin - Lantus. 2000 The launch of Lantus using recombinant DNA, the first basal insulin analogous to slow-action human insulin, which acts with no pronounced peak and makes it possible to maintain a low, regular level of insulin for 24 hours using a single daily injection. 2006 Launch in the United States of Apidra, a new fastacting insulin analog, for the treatment of Type 1 and Type 2 diabetes in adults. 2007 Launch of Lantus SoloSTAR and Apidra SoloSTAR. 2008 Launch of Lantus SoloSTAR and Apidra SoloSTAR in Pakistan.
10%
20 21
66.9 102%
growth
Extensive experience on efficacy and tolerability
Millions of patients all over the world are being treated with Plavix for the prevention of ischemic events caused by atherothrombosis, confirming the favourable benefitto-risk ratio of long-term management of atherothrombosis. Launched in Pakistan in 2007, Plavix is rapidly consolidating its position as the foremost platelet antiaggregate agent for the secondary prevention of stroke.
A dynamic brand
In 1987, sanofi-aventis researchers working at the Montpellier research and development site discovered irbesartan, which eventually became Aprovel. Today, Aprovel has an impressive track record of over three billion tablets sold every year in more than 100 countries. Aprovel is indicated for the treatment of hypertension and diabetic nephropathy in patients with Type 2 diabetes. It acts by blocking the effect of angiotensin, the hormone responsible for the contraction of blood vessels, thereby permitting the normalization of arterial blood pressure. A new form of CoAprovel (irbesartan and hydrochlorothiazide) helps more at-risk hypertensive patients to reach their blood pressure goals. It is also indicated in cases of severe and moderate hypertension, the first fixed dose combination of a sartan and hydrochlorothiazide indicated as treatment for initial use in hypertensive patients who are likely to need multiple drugs to achieve their blood pressure goals.
The most widely prescribed low molecular weight heparin in the world
Clexane is the most widely studied and used low molecular weight heparin (LMWH) in the world. It has been used to treat an estimated 200 million patients in more than 115 countries after 20 years of development and is approved for more clinical indications than any other LMWH. Clexane is an anti-coagulant used to inhibit the formation of clots in veins and arteries, thereby preventing possible acute or chronic complications associated with deep vein or arterial thrombosis. Clexane delivered 2008 sales of over Rs. 159 million at a healthy growth rate of 16%.
An innovative antibiotic
Claforan is a third-generation Cephalosporin injectible antibiotic for the treatment of a wide range of infections including those of the respiratory tract, skin and soft tissues, urinary tract, and meningitis due to susceptible pathogens in both adults and children. It is also indicated for surgical prophylaxis (i.e. prevention of surgical infections). Claforan is manufactured in a state-of-the-art facility located in Karachi.
432.9 9%
growth
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16%
A life-saving essential
Double-digit growth
Haemaccel (Polygeline) is a plasma substitute for volume replacement used to correct or avert circulatory insufficiency due to plasma / blood volume deficiency, resulting from bleeding or from a shift in plasma volume between the circulatory compartments. It is a ready-for-use solution for intravenous infusion and can also be used as a carrier solution for various medicines.
829.9 23%
growth
Today a household name and among the top-selling drugs in the country, Flagyl is effective for the treatment of parasitic infections caused by Trichomonas vaginalis or Entamoeba histolytica known to cause diarrhoeal disease.
Telfast is an effective and potent antihistaminic agent, devoid of sedative effects and with a prolonged duration of action allowing administration once every 12 or 24 hours. It is indicated for the treatment of hay fever and chronic idiopathic urticaria. The Telfast-D formulation combines this antihistaminic with a prolonged-release decongestion agent.
Oncology
Attacking cancer on all fronts
Sanofi-aventis' vision is to attack cancer on all fronts, exploring innovative avenues to optimise patient management and care and entering into long term partnerships to discover and develop powerful new agents and strategies for prevention and treatment so as to provide all patients with the best possible solutions. Sanofi-aventis' commitment to oncology is demonstrated by a series of successes (docetaxel and oxaliplatin) and its research into new therapeutic mechanisms. Thanks to many years of research, sanofi-aventis now has a better understanding of the way cancer grows and spreads, and different processes have now been identified.
Since cancer is a multi-faceted disease, the research strategy consists in attacking cancer on all fronts by targeting most of the mechanisms of action involved in the development, growth, and spread of cancer cells. Cancer means an uncontrolled proliferation of cells due to genetic mutations. Apart from hormone therapy, which is aimed at specific types of cancer (such as prostate cancer), anti-cancer treatments are either used to destroy all cancer cells (in which case they are known as cytotoxic agents), or aiming at more targeted treatments that block the cancer cell's mechanisms of action. These two approaches are very often combined (and in some cases they include hormone therapy) to stop cell proliferation and the growth of the tumour. They either cause it to disappear or at least stabilize the tumour.
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Taxotere is a drug in the taxoid class, which inhibits cancer cell division by essentially freezing the cell's internal skeleton, comprised of microtubules which assemble and disassemble during a cell cycle. Taxotere promotes assembly and blocks disassembly, thereby preventing cancer cells from dividing and resulting in their death.
A cornerstone of chemotherapy for metastatic colorectal cancer in combination with new, targeted therapies.
Eloxatin is a new-generation platinum salt that has brought major progress in the treatment of metastatic colorectal cancer by making surgery possible for a significant proportion of patients with isolated hepatic metastases by rapidly and significantly reducing metastasis size. Eloxatin holds out the hope of an extended lifespan and possible recovery for these patients.
201%
Remarkable growth
New launches
Bolstering our portfolio
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The initial response to the launch of Xerosec has been extremely encouraging.
Proton pump inhibitors (PPI) block the production of acid by the stomach. Xerosec (omeprazole) is a proton pump inhibitor used in the treatment of dyspepsia, peptic ulcer disease (PUD), gastroesophageal reflux disease (GORD/GERD) and Zollinger-Ellison syndrome, all caused by stomach acid. Omeprazole blocks the enzyme in the wall of the stomach that produces acid. By blocking the enzyme, the production of acid is decreased, and this allows the stomach and esophagus to heal.
Rhinathiol has been launched in different strengths for adults, children and infants.
Rhinathiol (carbocisteine) is a mucolytic agent for the adjunctive therapy of respiratory tract disorders characterized by excessive, viscous mucus, including otitis media with effusion (glue ear) and chronic obstructive airway disease.
During 2008, a new business unit was set up in sanofi-aventis Pakistan limited to handle the vaccines business in Pakistan. The product portfolio consists of the following:
Brand Name Generic Name
Tetanus Toxoid Vaccine Poliomyelitis Vaccine Inactivated Vaccine against measles(schwarz strain) Mumps (urabe AM-9 strand) and Rubella (wistar RA 27/3 strain) Pneumococcal Polysaccharide Vaccine Rabies Vaccine Oral Poliomyelitis Vaccine Type 1 Trivalent Oral Poliomyelitis Vaccine Typhoid Vaccine Haemophilus influenzae Type b Vaccine (conjugated) Yellow Fever Vaccine Hepatitis A Vaccine Hepatitis A Vaccine Anti Rabies Immunoglobulin Adsorbed Diphtheria, Tetanus,Pertussis and conjugated Haemophilus Type b Vaccine Influenza type b conjugate, Adsorbed Diptheria,Tetanus, Acellular Pertussis & Inactivated Poliomyelitis Vaccine Influenza Vaccine Hepatitis B recombinant Vaccine Hepatitis B recombinant Vaccine Live attenuated varicella virus Polysaccharide Meningococcal A + C Vaccine
Tetavax Imovax Polio Trimovax Pneumo 23 Verorab Oral monovalent Type 1 Opvero Typhim Vi Act-HIB Stamaril Avaxim 160 Avaxim 180 Favirab TetraAct-HIB Pentaxim Vaxigrip Euvax B Injection 0.5 ml Euvax B Injection 1ml Okavax Injection Polysaccharide meningococcal A +C vaccine
2008 was an active year for sanofi-aventis Pakistan in terms of Corporate Social Responsibility (CSR). Several CSR activities and projects were implemented.
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Blood Camp
Blood Donation Drive was held in association with the Patients' Welfare Association (PWA), a WHO recognized organization that has a modern, well-equipped blood storage facility. The PWA provides blood to the underprivileged patients of Karachi free of cost. The blood camp received an enthusiastic response from employees and was a practical application of the value of respect as it demonstrated respect for human life and commitment to the motto: because health matters.
Rabies Prevention
September 28 is World Rabies Day. Sanofi-aventis Pakistan collaborated with the Pakistan chapter of the Rabies in Asia Foundation to raise awareness and understanding about the importance of rabies prevention at an event held at the Indus Hospital providing free of cost rabies treatment round-the-clock. The President of the Infectious Disease Society and several doctors addressed the gathering, mostly comprising school children, cautioning them against contact with stray dogs and alerting them to the danger of rabies. A story was read out underlining the importance of washing the wound immediately with soap and cleaning it with an anti-septic ointment.
Considering the global safe drinking water crisis and its rapid escalation in Pakistan, sanofi-aventis' leading product Flagyl teamed up with Nestle Pure Life in a venture to spread awareness about health and hygiene. During the summer, when water-borne diseases are at their peak, almost 200 clinics throughout Pakistan were provided with Nestle hot and cold water dispensers along with three months of free water supply.
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Sanofi-aventis Pakistan collaborated with Shaukat Khanum Memorial Cancer Hospital & Research Centre (SKMCH) to support breast cancer awareness. An event was held at SKMCH (Lahore) where the importance of screening and early diagnosis was
Diversity Day
Diversity Day was organized to recognize and celebrate the contribution of women to the success of the company, during which an external speaker made a presentation on risk factors, signs and symptoms of breast cancer, emphasizing and demonstrating self-examination techniques and addressing common misconceptions to an audience of women.
stressed to an audience comprised of patients, university students and NGO representatives. A second program was organized in partnership with the Aga Khan University Hospital (AKUH) in Karachi, where free of cost breast cancer screening sessions were conducted. NIMRA, which is an institute in Jamshoro also collaborated with sanofiaventis Pakistan and AKUH by providing mobile mammography vans.
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Diabetes Awareness
World Diabetes Day was commemorated by spreading internal and external awareness about the disease. Key facts and data on the prevalence of diabetes & brochures on diabetic care were disseminated. BMI assessments, blood glucose testing and HbA1c analysis were conducted. A renowned doctor specializing in diabetic care gave a thorough and easy to understand talk on Diabetes and its Complications. Externally, sanofi-aventis supported two newspaper supplements commemorating World Diabetes Day by contributing articles delivering key messages on diabetes signs, symptoms, diagnosis, care, management and complications.
Amaryl patient awareness campaign entitled, Celebrating 10 Years of Performance. The campaign included a series of programs, which were run across the country in major public and private diabetic centers/clinics. In addition to free diabetes screening, public awareness lectures were organized with a comprehensive presentation on 'Diabetes Prevention' and 'Better Management Techniques' in order to improve the quality of diabetic patients' lives. Patient awareness literature was also distributed during these presentations. These presentations were usually made by the Professor/Head of the department at the center/clinic.
The awards, under different categories, are conferred on the basis of evaluation administered by SAFA's committee on improvement, transparency, accountability and governance of the published annual reports of entries from South-Asian countries. The sanofi-aventis Pakistan report was adjudged the winner of the bronze award in the hospitality, health, transport & shipping category.
Profit for the year before taxation Taxation : Current - for the year Prior Period Deferred Total Profit after taxation Unappropriated loss brought forward - as restated Actuarial loss recognized directly in equity - net off deferred taxation Profit available for appropriations Appropriations : Proposed final dividend @14% out of profits for the year ended Dec 31, 2008 Unappropriated profit carried forward
(13,503) 22,868
A good return & payout to shareholders is one of the primary objectives of your Company. However, taking into account economic recession, higher level of our borrowings due to capital commitments and Pak Rupee depreciation, increased borrowings rates and lower profitability as compared with prior years, the Directors are pleased to recommend a dividend of Rs.1.40 per share of Rs.10 each, for approval by the shareholders. 6. Cashflow Pak Rupee depreciation, consequent impact on profitability for the year, increase in stocks, some other current assets, finance cost and capital expenditure etc has resulted in a significant increase of the running finance utilized under mark-up arrangements at the end of the year under report, as compared to the end of the previous year. 7. Related Party Transactions All related party transactions, during 2008, were approved by the Board and these are in line with the transfer pricing policy with related parties approved by the Board previously. The company maintains a full record of all such transactions, alongwith the terms and conditions. Financial Statements The financial statements of the Company have been audited and approved without qualification by the auditors of the Company, Ford Rhodes Sidat Hyder & Co. Chartered Accountants.
The outstanding duties, statutory charges and taxes, if any, have been duly disclosed in the financial statements. During the last business year four meetings of the Board of Directors were held. Attendance by each Director was as follows : Name of Director Messrs : 1. 2. 3. 4. 5. 6. 7. 8. 9. Syed Babar Ali Tariq Wajid Pir Ali Gohar Syed Hyder Ali Tariq Iqbal Khan Jean Louis Grunwald Eric Le-Bris Jean-Marc Georges M. Z. Moin Mohajir - Arshad Ali Gohar (Alternate for Mr Pir Ali Gohar) - Mohammad Amjad (Alternate for Carmelo D'Ancona / Jean- Mark Georges) - Shakeel Mapara (Alternate for Mr. Eric Le-Bris) - Dr. Amanullah Khan (Alternate for Mr J.L.Grunwald) No. of Meetings Attended 4 4 1 3 1 none none none 4 1 3
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Future Outlook New line of business, product launches and line extensions in 2009 - Vaccine Business integration: As mentioned earlier, for over 20 years, sanofi pasteur vaccines have been marketed in Pakistan through a distributor and your Company is ranked number 4th in the vaccine business although globally sanofi pasteur is the largest in vaccine business and serves nearly a quarter of the global market providing protection from 20 infectious diseases. In March, the vaccines registrations were transferred to sanofi-aventis Pakistan limited and a separate Business Unit was formed together with plans to initiate various programs including vaccine awareness, vaccine-economics, and educational activities. A synergy is being developed between sanofi-aventis and sanofi pasteur products through joint planning and implementation. These initiatives will help build the concept of vaccines for all age groups and eventually make the sanofi pasteur brand synonymous with vaccines in Pakistan. - New Products and Line Extensions in Pharmaceuticals Business: During the year 2008, sanofi-aventis group has launched acquisition projects concerning a couple of leading generic companies in a move to accelerate sales growth and further extend its pharmaceutical portfolio in emerging markets. Thus, showing groups commitment not only in the pharmacy field but also in the generic field. We also plan to launch few more new products, including line extensions to our existing portfolio of products and generics, during the year 2009 which we believe shall also contribute to our top line.
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b)
Capital Expenditure As mentioned last year, we had a planned capital expenditure of over Rs.1 billion starting from 2008, out of which Rs.534.8 million were expanded during the year under report. Most of the expenditure relates to expansion, modernization, balancing, and upgrading of our production facilities. The continuously high level of capital expenditure every year demonstrates a vote of confidence of the main shareholders of the company to the country and its economic management. 8)
c)
Sales & Profitability We believe your company has the potential to maintain sales growth in the year 2009, notwithstanding the events described above and expect good growth potential for the pharmaceutical industry in Pakistan. However, these expectations are subject to future events and are subject to change. Although the sales volume growth is expected to contribute positively to the bottom line, growth in profitability will be largely dependent on, continued cost controls, stability of the Pak Rupee and control of inflationary trend in the country. 9)
10) There were no new appointments of CFO, Company Secretary and Head of Internal Audit during the year. 11) The Directors Report for this year has been prepared in compliance with the requirements of the Code and fully describes the salient matters required to be disclosed. 12) The financial statements of the Company were duly endorsed by CEO and CFO before approval of the Board. 13) The Directors, CEO and executives do not hold any interest in the shares of the Company other than that disclosed in the pattern of shareholding. 14) The Company has complied with all the corporate and financial reporting requirements of the Code. 15) The Board has formed an audit committee. It comprises of three members, two of whom are non-executive directors including the chairman of the Audit Committee. 16) The meetings of the audit committee were held once in every quarter prior to approval of interim and final results of the Company and as required by the Code. The terms of reference of the committee has been formed and advised to the committee for compliance.
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General The Board looks forward to the forthcoming Annual General Meeting of the shareholders to discuss Company performance in 2008, and is profoundly thankful for the trust and confidence reposed in the Board by the shareholders. We are exceedingly grateful to our employees as good results are first and foremost due to people, and thank all the employees whose efforts played a major role in the results achieved in 2008. By order of the Board
Review Report to the Members on Statement of Compliance with Best Practices of Code of Corporate Governance
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We have reviewed the Statement of Compliance with the best practices contained in the Code of Corporate Governance prepared by the Board of Directors of sanofi-aventis Pakistan limited to comply with the Listing Regulation No. 37, 43 and 36 of Karachi, Lahore and Islamabad Stock Exchanges, respectively, where the Company is listed. The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors of the Company. Our responsibility is to review, to the extent where such compliance can be objectively verified, whether the Statement of Compliance reflects the status of the Companys compliance with the provisions of the Code of Corporate Governance and report if it does not. A review is limited primarily to inquiries of the Company personnel and review of various documents prepared by the Company to comply with the Code. As part of our audit of 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 have not carried out any special review of the internal control system to enable us to express an opinion as to whether the Boards statement on internal control covers all controls and the effectiveness of such internal controls. 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 Companys compliance, in all material respects, with the best practices contained in the Code of Corporate Governance as applicable to the Company for the year ended 31 December 2008.
Ford Rhodes Sidat Hyder & Co. Chartered Accountants Karachi: 13th February, 2009
Balance Sheet
as at December 31, 2008
49 December 31, December 31, 2008 2007 -------------Rupees in '000------------(Restated)
Note ASSETS NON-CURRENT ASSETS Fixed assets Property, plant and equipment Intangible asset Long-term loans Long-term deposits CURRENT ASSETS Stores and spares Stock-in-trade Trade debts Short term loans and advances Trade deposits and short-term prepayments Other receivables Taxation - payment less provision Cash at banks
We have audited the annexed balance sheet of SANOFI-AVENTIS PAKISTAN LIMITED as at 31 December 2008 and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. It is the responsibility of the Company's management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that: (a) (b) (i) in our opinion, proper books of account have been kept by the Company as required by the Companies Ordinance, 1984; in our opinion: the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of account and are further in accordance with accounting policies consistently applied except for the change, as stated in note 3, with which we concur; the expenditure incurred during the year was for the purpose of the Company's business; and the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the Company; in our opinion and to the best of our information and according to the explanations given to us, the balance sheet, profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof conform with approved accounting standards as applicable in Pakistan, and, give the information required by the Companies Ordinance, 1984, in the manner so required and respectively give a true and fair view of the state of the Company's affairs as at 31 December 2008 and of the profit, its cash flows and changes in equity for the year then ended; and in our opinion, 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.
4 5 6 7
8 9 10 11 12 13 14
40,912 1,104,944 151,951 24,188 40,585 135,252 269,802 2,186 1,769,820 8,871 2,984,355
42,278 1,077,021 137,920 24,543 26,789 100,136 212,887 2,102 1,623,676 2,428,053
NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE TOTAL ASSETS EQUITY AND LIABILITIES SHARE CAPITAL AND RESERVES Share Capital Reserves NON-CURRENT LIABILITY Deferred taxation CURRENT LIABILITIES Trade and other payables Accrued mark-up on short term borrowing Short-term borrowing
15
16 17
18
19 20
(d)
CONTINGENCIES AND COMMITMENTS TOTAL EQUITY AND LIABILITIES The annexed notes 1 to 39 form an integral part of these financial statements. Ford Rhodes Sidat Hyder & Co. Chartered Accountants Karachi: 13th February, 2009
21 2,984,355 2,428,053
Note
Note CASH FLOWS FROM OPERATING ACTIVITIES Cash generated from operations Finance costs paid Income tax paid Retirement benefits paid Long-term loans and advances (net) Long-term deposits (net) Net cash generated from operating activities CASH FLOW FROM INVESTING ACTIVITIES Capital expenditure Sale proceeds from disposals of operating fixed assets Interest received Net cash used in investing activities CASH FLOW FROM FINANCING ACTIVITIES Repayment of long-term finances Repayment of short-term loans Dividends paid Net cash used in financing activities NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 29
NET SALES Cost of sales GROSS PROFIT Distribution and marketing expenses Administrative expenses Other operating expenses Other operating income
22 23
3,896,267 (2,811,542) 1,084,725 (756,301) (105,403) (63,781) 21,638 (903,847) 180,878 (64,987) 115,891 (40,589) 75,302
23 23 24 25
OPERATING PROFIT Finance costs PROFIT BEFORE TAXATION Taxation NET PROFIT FOR THE YEAR 27 26
28
3.97
7.81
CASH AND CASH EQUIVALENTS AT END OF THE YEAR The annexed notes 1 to 39 form an integral part of these financial statements.
Revenue Reserves
Other (note 3)
General reserve
Unappropriated profit
Total
--------------------------------------------------Rupees in '000-------------------------------------------------Balance as at January 01, 2007 as previously reported Effect of change in accounting policy on account of recognition of Employees Benefit Cost under IFRS-2 Share-based Payment and IFRIC-11 Group and Treasury Share Transactions- [note 3] Balance as at January 01, 2007 as restated Actuarial gains / (losses) taken directly to equity [note 13.3] Deferred tax on actuarial gain recognised Net profit for the year ended December 31, 2007 as restated Employee benefit cost under IFRS 2 Share-based Payment- [note 3] Final dividend for the year ended December 31, 2006 Transfer to general reserve Balance as at December 31, 2007 as restated Actuarial gains / (losses) taken directly to equity [note 13.3] Deferred tax on actuarial loss recognised Net profit for the year ended December 31, 2008 Employee benefit cost under IFRS 2 Share-based Payment- [note 3] Final dividend for the year ended December 31, 2007 Transfer to general reserve Balance as at December 31, 2008
96,448
5,935
18,000
685,538
310,220
1,116,141
(6,842) 303,378 13,736 (32,771) 75,302 (68,478) (150,000) 141,167 (966) 338 38,269 (42,437) (100,000) 36,371
1,116,141 13,736 (32,771) 75,302 10,194 (68,478) 1,114,124 (966) 338 38,269 7,284 (42,437) 1,116,612
The Company expects that the adoption of the above standards and interpretations will have no material impact on the Company's financial statements in the period of initial application except for IAS 23 - Borrowings Costs, which requires an entity to capitalize borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset (one that takes a substantial period of time to get ready for use) as part of the cost of that asset. The option of immediately expensing those borrowing costs will be withdrawn. 2.4 Basis of measurement These financial statements have been prepared under the historical cost convention except as disclosed in the accounting policies herein below. 2.5 (i) Property, plant and equipment Operating fixed assets These are stated at cost less accumulated depreciation, except for freehold land and capital work-in-progress, which are stated at cost. Cost of leasehold land is amortised over the period of the lease. Depreciation on all other assets is charged to profit and loss account applying the straight-line method whereby the cost of an asset less residual value, if not insignificant, is written off over its estimated useful life. The rates used are stated in note 4.1 to the financial statements. In respect of additions depreciation is charged from the month in which asset is put to use and on disposal up to the month the asset is in use. Additional depreciation at the rate of fifty percent of the normal rate is charged on such machinery which is operated on double shift during the year. The assets residual values, useful lives and methods are reviewed, and adjusted if appropriate, at each financial year end. The effect of any adjustment to residual values, useful lives and methods is recognised prospectively as a change of accounting estimate.
Note
4.
4.1 4.2
4.1
Cost
Transfers to non-current assets classified as held As at Disposals / for sale January 01, Additions Writeoff* (note 15)
Note
As at January 01,
Transfers to non-current assets classified as held Charge for Disposals / for Sale As at As at the year Writeoff* (note 15) December 31, December 31,
A financial asset and a financial liability is offset and the net amount is reported in the balance sheet if the Company has a legally enforceable right to set-off the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. 2.24 Dividends and appropriation to general reserve Dividends and appropriation to general reserve are recognised in the financial statements in the period in which these are approved. 2.25 Share based compensation The economic cost of awarding shares to employees is reflected by recording a charge in the profit and loss account, equivalent to the fair value of shares on the grant date over the vesting period. Where awarded shares relate to Group Companies, a corresponding reserve is created to reflect the equity component. 3. CHANGE IN ACCOUNTING POLICY ON ADOPTION OF IFRS 2 - SHARE-BASED PAYMENT AND IFRIC 11 - IFRS-2 GROUP AND TREASURY SHARE TRANSACTIONS Upon adoption of IFRS 2 - Share-based Payment and IFRIC 11 - IFRS 2 - Group and Treasury Share Transactions, as referred to in note 2.25 above, the Company has adopted the accounting policy with respect to the recognition of employee benefits cost, arising from the award of shares of sanofi-aventis S.A., France. Such cost had not been previously recognised. The above adoption has been applied retrospectively and accordingly comparative amounts in respect of profit for the year and equity have been restated for all the prior periods presented through adjustment to the opening balance of unappropriated profit in accordance with the transitional provisions of IFRS 2. Had the Company not adopted the said policy, amounts in respect of profit after tax for the year and unappropriated profit would have been higher by Rs.7.284 million and Rs.24.320 million, respectively, (December 31, 2007: Rs.10.194 million and Rs.17.036 million respectively) and other reserves would have been lower by the amount of unappropriated profit, stated above.
Freehold land Leasehold land Building on freehold land Building on leasehold land Plant and machinery Furniture and fixtures Motor vehicles Factory and office equipment 4.1.2 4.1.1
1.23 5 5 10 10 20 7-33
577 577
Year 2007 Freehold land Leasehold land Building on freehold land Building on leasehold land Plant and machinery Furniture and fixtures Motor vehicles Factory and office equipment 4.1.1 8,350 480 42,200 242,979 659,037 20,335 29,159 109,088 1,111,628 196,259 98,787 4,793 22,626 26,873 349,338 1,032 1,036 4,789 782* 6,857 782* 8,350 480 42,200 439,238 756,792 25,128 50,749 130,390 1,453,327 1.23 5 5 10 10 20 7-33 124 33,140 89,830 493,587 5,406 12,067 83,624 717,778 6 1,541 18,041 51,589 2,168 7,221 14,728 95,294 1,032 406 4,780 439* 6,218 439* 130 34,681 107,871 544,144 7,574 18,882 93,133 806,415 8,350 350 7,519 331,367 212,648 17,554 31,867 37,257 646,912
*Assets written off primarily represent items that are obsolete or redundant and have no economic value to the Company.
Vehicles
1,320
1,320
402
504
126
378
344
3,322 18,287
1,832 9,144
1,490 9,143
8,900 23,995
Various
Various
795
583
212
457
Tender Bid
294 3,593
210 6,238
276 9,725
Company Policy
Plant & Machinery Items having book value of less than Rs.50,000 each Factory & Office equipment
621 365
621 294
71
97 37
Various Mohammad Amjad (Executive) House No.56/1, 5th Street, Off Khayaban-e-Momin, Phase-V Defence Housing Authority, Karachi 6.1 Various
6.1 11
1,552 1,917
Negotiations
Loans to employees have been given for the purchase of motor cars, motor cycles and personal expenses, in accordance with the Company's policy. Loans for the purchase of motor cars and motor cycles are interest free whereas personal loans, representing capital goods funds and housing scheme, carry mark-up / interest at the rate of 9.00% and 16.50% (2007: 9.00%) per annum, respectively. These are repayable within five years in equal monthly installments, except for capital goods funds which is repayable over a period of three years. Note December 31, December 31, 2008 2007 -------------Rupees in '000------------3,439 (114) 3,325 3,539 (114) 3,425
Insurance Claim
Adamjee Insurance Company Limited I.I Chundrigar Road, Karachi 7. December 31, December 31, 2008 2007 -------------Rupees in '000------------LONG-TERM DEPOSITS Long-term deposits Provision against deposits considered doubtful STORES AND SPARES Stores Provision against obsolete stores
Grand Total
29,872
4.2
Capital work-in-progress
8.
Building on leasehold land Plant and machinery Others Advances to contractors and suppliers
5.
INTANGIBLE ASSET
Cost Accumulated amortisation Written down value
STOCK-IN-TRADE Raw & packing material and auxiliaries In hand In transit 9.1 Work-in-process
As at As at January 01, Addition December 31, --------------- Rs. in '000 --------------Year 2008 Computer software 1,965 1,965
Rate %
Charge As at for As at As at January 01, the year December 31, December 31, ------------------------ Rs. in '000 ------------------------
33
581
655
1,236
729
Year 2007 Computer software 1,450 515 1,965 33 40 541 581 1,384
Finished goods In hand In transit Provision against slow moving finished goods
9.2 9.3
10.
Note
10.1
OTHER RECEIVABLES Due from related parties Employees' pension fund Employees' gratuity fund Insurance claim Amounts due from ex-employees Provision against loans due from ex-employees 13.1 & 13.2 13.3 13.3 13.6 & 13.7 33,969 77,547 23,335 2,522 (2,522) 1,623 (1,623) 401 135,252 15,141 75,449 6,895 2,445 2,696 (2,696) 7,229 (7,229) 206 100,136
10.1 Included herein are the following related parties: Pakistan Telecommunication Company Limited Telephone Industries of Pakistan Packages Limited sanofi-aventis (Thailand) limited 1,757 13 2,950 4,720 792 87 23 902
Sales tax refundable Provision against sales tax refundable considered doubtful Miscellaneous
10.2 The maximum amount due from related parties at the end of any month during the year was Rs.4.721 (2007: Rs.1.269) million.
11.
SHORT TERM LOANS AND ADVANCES Considered good - unsecured Loans Current maturity of long-term loans to employees Advances Executives Employees Contractors and suppliers
13.1 Included herein are the following reimbursements due from the related parties: AGP (Private) Limited Bayer CropScience (Private) Limited Aventis Pharma Deutschland GmbH Sanofi Winthrop Industries Fisons UK 1,088 552 32,329 33,969 5,119 56 9,634 332 15,141
5,006
5,265
11.1
13.2 The maximum amount due from related parties at the end of any month during the year was Rs.62.976 (2007: Rs.17.672) million.
11.1
The maximum aggregate amount due from executives at the end of any month during the year was Rs.1.817 (2007: Rs.2.411) million.
35 65 100
77 23 100
Funded gratuity plan Debt Others (includes cash and bank balances)
61 39 100
89 11 100
Comparison for five years: 2008 2007 2006 2005 2004 --------------------------------- Rupees in '000 ---------------------------------
Funded pension plan Present value of defined benefit obligations Fair value of plan assets Surplus Experience adjustments Actuarial gain on obligations Actuarial gain on plan assets Funded gratuity plan Present value of defined benefit obligations Fair value of plan assets (Deficit) / surplus
Actual return on plan assets Movement in the defined benefit obligation Obligation as at January 1, Service cost Interest cost Benefits paid Actuarial (gain) / loss Obligation as at December, 31 Movement in fair value of plan assets Fair value as at January 1, Expected return on plan assets Employer contributions Benefits paid Actuarial gain Fair value as at December 31, Key actuarial assumptions used are as follows: Discount factor used Expected rate of returns per annum on plan assets Expected rate of increase in future salaries per annum Indexation of pension Retirement age
146 985
2,999 8,467
6,474 10,513
864 8,889
3,887 2,526
7,204 5,107
721 3,528
(9,039) 6,288
(11,158) (1,240)
(6,786) 1,707
13.4 The expected return on plan assets is based on the market expectations and depends upon the asset portfolio of the plan, at the beginning of the period, for returns over the entire life of the related obligation. 13.5 Based on actuarial advice, the amount of expected contribution to gratuity and pension funds in 2009 will be Rs 12.176 million and negative Rs 2.062 million, respectively.
10.5% 10.5% 10.0% 58 yrs 13.6 Included herein is a sum of Rs. 20.671 million due from an insurance company in respect of electric panels and cables damaged during the current year on account of fire at the Karachi manufacturing site. The excess of amount claimed over written down value of electronic panels and cables has been recorded under other operating income (note 25). 13.7 Included herein is a sum of Rs.1.416 (2007: Rs.1.308) million due from an insurance company, which is a related party.
17.1
15.1 The Company in its fortieth Annual General Meeting, held on March 19, 2008, resolved to dispose freehold land and building located at 87-A, Satellite Town, Rawalpindi, with the approval of shareholders of the Company. The agreement in this regard has been executed, with necessary related formalities expected to be completed by February 16, 2009. These are measured at the lower of carrying amount and fair value less cost to sell.
17.1 Share-based compensation plans As at December 31, 2008, the Company had following equity settled share-based compensation plans: (a) Stock Option Plans: sanofi-aventis S.A., France (the Parent Company) granted a number of equity-settled share-based payment plans (stock option plans) to some of its employees, including employees of sanofi-aventis Pakistan limited (the Subsidiary Company). These plans entitled the eligible employees to acquire shares of the parent company by exercising options granted to them, subject to the fulfillment of the vesting conditions. In accordance with IFRS 2 (Share-Based Payment), services received from employees as consideration for stock options are recognised as an expense in the profit and loss account, with the corresponding entry recorded as equity. The expense corresponds to the fair value of the stock option plans of the shares of the parent company and is charged against income on a straight-line basis over the four-year vesting period of the plan. The fair value of stock option plans is measured at the date of grant, using the Black & Scholes valuation model, taking into account the expected life of the options. The benefit cost recognised therefore relates to rights that vested during the reporting period for all plans granted by sanofiaventis S.A., France. Details of the terms of exercise of stock subscription options granted under the various plans are presented below in sanofiaventis S.A., France, share equivalents. These options have been granted to certain corporate officers and employees of the Group companies, including sanofi-aventis Pakistan limited. The table shows stock subscription option plans granted by sanofi-aventis S.A., France to the employees of sanofi-aventis Pakistan limited and accounted for under IFRS-2, which are still outstanding.
Options outstanding at December 31, 2008 (number)
16.
SHARE CAPITAL December 31, December 31, 2008 2007 ------------Number of Shares-----------December 31, December 31, 2008 2007 -------------Rupees in '000-------------
Origin
Date of grant
Expiration date
Exercise price ()
During the current year, a group restructuring exercise was carried by the Parent Company. As a result thereof, a total of 5,099,469 Ordinary shares of Rs.10 each, aggregating to Rs.50,994,690, constituting 52.88% of issued share capital of the Company, were transferred to SECIPE (a wholly owned subsidiary of sanofi-aventis S.A.) from Hoechst GmbH,Germany (36.08%) and Plasma investments UK Limited (16.80%). However, sanofi-aventis S.A., France, has remained the ultimate parent company.
4 4 4
The exercise of each option will result in the issuance of one share of sanofi-aventis S.A., France.
19.3 13.3
The fair value of the options granted in 2007 at grant date is 11.92 per option. The expense recognised for stock option plans, and the corresponding entry taken to equity, amounted to Rs.7.284 million during the current year and Rs.8.195 million during the year ended December 31, 2007. As of December 31, 2008, the total cost related to non-vested share-based compensation arrangements amounted to Rs.18.333 million to be recognised over a weighted average period of 3 years. (b) Employee share ownership plans: The sanofi-aventis Group may offer its employees the opportunity to subscribe to reserved share issues at a discount to the reference market price. Shares allotted to employees under these plans fall within the scope of IFRS 2. The discount is measured at the subscription date and recognised as an expense, with no reduction for any lock-up period. At the end of 2007, sanofi-aventis S.A., France offered its employees, including employees of the subsidiary companies an employee share ownership plan, Action 2007. Under the plan, employees could acquire shares ranking for dividend from January 1, 2007 at a 20% discount to the average quoted market price for the 20 trading days preceding the date on which the Board of Directors of sanofi-aventis S.A., France approved the plan (October 30, 2007) i.e. discounted price at 48.55 per share. Further, the shares acquired under the above scheme have a locked-up period of 5 years i.e. are nontradable for a period of 5 years. The subscription period was from November 19, 2007 through November 30, 2007, and a total of 1,884 shares were subscribed by the employees of sanofi-aventis Pakistan limited. An expense of Rs.1.999 million was recognised in respect of this share issue in the profit & loss account for the year ended December 31, 2007. There were no share issues reserved for employees during the year 2008.
19.1 Included herein is a sum of Rs.5.081 (2007: Rs.3.508) million due to related parties on account of expenses incurred by them on behalf of the Company. 19.2 Workers' Profit Participation Fund Balance at the beginning of the year Allocation for the year Interest on funds utilised in Company's business Amount paid to the Trustees of the Fund 19.3 Included herein is a sum of Rs.10 million (2007: Nil), representing non-refundable security deposit received from the buyer during the current year in respect of non-current assets held-for-sale, as discussed in note 15. 20. SHORT-TERM BORROWING Running finances utilised under mark-up arrangements - secured 872,512 542,185 24 26 6,936 4,615 11,551 94 11,645 (7,030) 4,615 19,336 6,936 26,272 931 27,203 (20,267) 6,936
73
Total
2007 2008 2007 2008 2007 2008 2007 (Restated) (Restated) (Restated) (Restated) ----------------------------------------- Rupees in '000 ----------------------------------------Raw, auxiliary and packing material consumed 2,238,719 1,839,126 Stores and spares consumed 11,898 6,584 Stationery and supplies consumed 3,899 3,517 Staff costs (note 23.1) 267,836 237,840 Fuel and power 108,772 80,090 Rent, rates and taxes 3,199 3,314 Lease rentals 1,758 2,137 Royalty and technical fee (note 23.2) Insurance 2,835 2,276 Repairs and maintenance 42,482 42,455 Raw, auxiliary and packing material written off 6,422 Provision for slow moving stores and spares - net 72 Depreciation / amortisation 77,107 70,413 Traveling and conveyance 35,204 32,828 Handling, freight and transportation Communication 3,700 2,148 Security and maintenance 3,981 3,282 Publication and subscription 97 1,031 Advertising, samples and sales promotion Commission expenses Software license / maintenance fee Provision against loans to ex-employees written back Provision for doubtful trade deposits written back Provision for doubtful trade debts written back Bad debts written off / (recovered) Other expenses 5,143 9,253 2,813,124 2,336,294 Recovery of service charges from outside parties (8,011) (8,327) 2,805,113 2,327,967 Opening work in process Closing work in process Cost of goods manufactured Opening stock of finished goods Finished goods purchased Finished goods written off Cost of samples issued under distribution and marketing expenses (Reversal of) / provision against slow moving finished goods Closing stock of finished goods 23.1 Staff costs Salaries, wages and other benefits - note 23.1.1 Training expenses Defined benefit plan Defined contribution plan Share based payments 255,727 324 3,836 6,926 1,023 267,836 225,967 573 3,834 6,119 1,347 237,840 228,242 4,846 3,995 8,489 2,328 247,900 216,640 6,570 3,938 1,847 3,334 232,329 53,342 84 869 2,328 3,933 60,556 37,446 55 736 7,171 5,513 50,921 537,311 5,254 8,700 17,743 7,284 576,292 480,053 7,198 8,508 15,137 10,194 521,090 34,862 (30,614) 19,261 (34,862) 5,545 247,900 1,796 5,061 7,244 5,709 4,876 1,692 15,936 178,570 32,198 10,011 1,078 123 203,963 21,863 2,904 (174) (279) 70 11,049 757,135 757,135 5,840 232,329 1,792 5,045 12,895 28,813 4,063 660 11,801 165,648 23,808 11,600 1,180 164 212,910 22,631 2,597 (283) (398) (540) (21) 13,767 756,301 756,301 462 60,556 6,490 386 1,860 636 9,094 13,089 13,877 11,172 1,821 628 1,737 819 122,627 122,627 2,238,719 1,839,126 11,898 6,584 304 9,906 9,661 50,921 576,292 521,090 5,973 117,058 87,855 370 8,646 8,729 1,862 10,862 16,894 5,709 28,813 591 8,347 6,930 10,783 53,268 53,898 13,621 8,574 9,773 1,710 14 201 6,422 72 106,132 227,651 32,198 24,883 6,880 848 203,963 21,863 4,641 (174) (279) 95,835 207,050 23,808 23,521 6,172 1,209 212,910 22,631 2,798 (283) (398)
21.1 Contingencies (a) Bank guarantees, aggregating to Rs.69.328 million, as at the end of the current year (2007: Rs.60.139) million have been given to the Collector of Customs in respect of exemption of levies on import of specified pharmaceutical materials, subject to the consumption of such raw materials within the specified period and to various other parties. Claims not acknowledged as debt amounted to Rs.26.287 (2007: Rs.15.391) million at the end of the current year. In finalising the tax assessment of former Rhone Poulenc Rorer Pakistan (Private) Limited for the assessment years 1994 - 95 to 1997-98, the Taxation Officer (TO) made additions mainly on the alleged contention that the Company had paid excessive amounts for importing certain raw materials, disallowances out of sales promotion, royalty paid to an associated company and certain other expenses.The said additions and disallowances have been set aside by the Income Tax Appellate Tribunal (ITAT). However, the department has filed appeals against the decision of the ITAT before the High Court. For the assessment years 1998-99 to 2002-03, the TO had again made similar additions. For the assessment years 1998-99 and 1999-2000, the ITAT has maintained the CIT (Appeals) order of setting aside the additions except of transfer pricing and certain selling expenses which have been deleted by CIT (Appeals). The Company has filed miscellaneous application before the ITAT against the order of ITAT. For assessment years 2000-01 to 2002-03, the ITAT has set-aside the sole issue of Transfer pricing which was deleted by CIT (Appeals). The TO has started fresh assessment for all the years i.e. from assessment years 1998-99 through 2002-03. The management of the Company is of the view that the final outcome of the above referred matters will be in favour of the Company and, hence, no provision of approximately Rs.217 million has been made in these financial statements, pending a final decision in these matters. 21.2 Commitments (a) (b) Commitments in respect of capital expenditure contracted for amounted to Rs.209.76 (2007: Rs. 251.545) million as at the end of the year. Commitments for rentals under operating lease agreements in respect of vehicles amounted to Rs.3.520 (2007: Rs.13.570) million at the end of the year, payable over the next five years, are as follows: December 31, December 31, 2008 2007 Years -------------Rupees in '000------------2008 9,997 2009 2,458 2,511 2010 708 708 2011 354 354 3,520 13,570 Commitments in respect of foreign exchange forward contracts with banks as at December 31, 2008 amounted to Rs.79.016 (2007: Rs.566.70) million. NET SALES Gross sales Local Export Toll manufacturing Returns Discounts 4,620,095 27,805 4,647,900 28,642 4,676,542 (46,266) (283,748) (330,014) 4,346,528 4,179,500 13,406 4,192,906 10,721 4,203,627 (21,577) (285,783) (307,360) 3,896,267
(b) (c)
(540) 70 (21) 706 17,011 23,726 105,403 3,692,886 3,197,998 (8,011) (8,327)
2,809,361 2,312,366 507,993 522,989 35,640 (41,758) 421,502 600,228 9,776 (41,936)
(c) 22.
24.2
27.
TAXATION Current Prior Deferred 47,414 1,284 (2,602) 46,096 35,395 (20,018) 25,212 40,589
27.1 Explanation of relationship between accounting profit and tax expense: Accounting profit before taxation Income tax at the applicable tax rate 35% (2007: 35%) Effect of tax under presumptive tax regime and other adjustments - net Effect of share-based payments Effect of prior years' tax charge 84,365 29,528 12,735 2,549 1,284 46,096 115,891 40,562 16,477 3,568 (20,018) 40,589
600
25
30
25.1
December 31, December 31, 2008 2007 -----------------Rupees ----------------(Restated) 3.97 7.81
29.
CASH GENERATED FROM OPERATIONS Profit before taxation Adjustment for non-cash charges and other items: Depreciation Operating fixed assets written-off Gain on sales of operating fixed assets Expenses arising from equity settled share-based payment plans Retirement benefits Interest income Financial charges Working capital changes 84,365 115,891
The transactions with the related parties are made at normal market prices. There have been no guarantees provided or received for any related party receivables or payables. Other material transactions with related parties are given below:
December 31, 2008 December 31, 2007
29.1
Associated Associated undertaking undertaking by virtue of Retirement by virtue of Retirement Common Benefits Common Benefits Group Group Directorship Plans Plans Companies Total Companies Directorship Total ---------------------------------------------- Rs. in 000 --------------------------------------------------Gross sales Purchase of goods Purchase of services Recovery of service charges and other expenses Licence fee of land received Interest income earned Royalty and technical fee Contributions paid - Pension Fund - Gratuity Fund - Provident Fund 32,275 1,421,600 6,172 8,215 4,321 9,107 5,772 17,743 32,275 1,429,815 4,321 9,107 5,772 6,172 17,743 16,907 1,720,680 799 28,813 38,363 3,817 8,051 5,364 166 2,450 15,137 16,907 1,759,043 3,817 8,051 5,364 799 28,813 166 2,450 15,137
29.1 Working capital changes Decrease / (increase) in current assets: Stores and spares Stock-in-trade Trade debts Loans and advances Trade deposits and short-term prepayments Other receivables - net Increase in current liabilities: Creditors, accrued and other liabilities - net (excluding accruals for financial charges and unclaimed dividend) 1,366 (27,923) (14,031) 355 (13,796) (39,913) (93,942) (2,718) (279,735) 9,173 (3,542) 20,954 24,601 (231,267)
31.1 Further, the impact of benefits available to the Chief Executive and Others recognised by the Company in the expenses during the year on account of share-based payment plans aggregate Rs.2.506 (2007: Rs.2.608) million and Rs.4.778 (2007: Rs.7.586) million respectively. 31.2 The related party status of outstanding balances as at December 31, 2008 are included in trade and other payables, trade debts and other receivables. The balances are unsecured and are settled in accordance with the terms and conditions of the transactions. 32. REMUNERATION OF THE CHIEF EXECUTIVE, A DIRECTOR AND EXECUTIVES The aggregate amounts charged in the financial statements for the year in respect of remuneration, including benefits, to the Chief Executive, Director and Executives of the Company are as follows:
Chief Executive Director Executives Total
199,833 105,891
146,890 (84,377)
Note
30.
CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise of the following items: Cash at bank - current accounts Running finances utilised under mark-up arrangements 14 20 2,186 (872,512) (870,326) 2,102 (542,185) (540,083)
Managerial remuneration Profit sharing bonus Retirement benefits Perquisites and benefits: Rent and utilities Medical expenses Club subscription
2008 2007 2008 2007 2008 2007 2008 2007 ----------------------------------------- Rupees in '000 ----------------------------------------8,041 2,910 1,474 4,423 21 53 16,922 1 7,377 2,914 1,352 4,057 68 41 15,809 1 3,593 842 659 1,976 151 76 7,297 1 3,296 818 604 1,813 70 38 6,639 1 49,596 8,505 8,816 26,453 1,765 37 95,172 48 37,440 7,637 6,465 20,180 1,185 52 72,959 39 61,230 12,257 10,949 32,852 1,937 166 119,391 50 48,113 11,369 8,421 26,050 1,323 131 95,407 41
Number of person
79
In addition to the above remuneration, the Chief Executive, a Director and certain Executives are also provided with free use of the Company maintained cars. Further, the impact of benefits available to the Chief Executive, a Director and certain Executives recognised by the Company in the expenses during the year on account of share-based payment plans aggregated to Rs.2.506 (2007: Rs.2.608) million, Rs.1.250 (2007: Rs.1.443) million and Rs.3.528 (2007: Rs.5.921) million, respectively. The above remuneration of Director does not include amounts paid or provided by the related parties. Aggregate amount charged in the financial statements for fee to Directors other than working Directors was Rs.4,000 (2007: Rs.4,500). 33. FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES
Non-interest / mark-up bearing Maturity upto one year Maturity after one Sub-total year
Sub-total
Total borrowings Less: cash and bank balances - note 14 Net Debt Total equity
15.02-17.76 -
Foreign exchange is the risk of loss through changes in foreign currency exchange rates. The Company is exposed to foreign exchange risk due to transactions denominated in foreign currencies. The Company uses forward contracts to hedge its exposure to foreign currency risk, where appropriate, however, due to the suspension of forward contracts by the State Bank of Pakistan effective July 8, 2008, the transactions of the Company are exposed to foreign exchange risks. 34.4 Interest rate risk Rates on both short term and long term finances vary with the changes in KIBOR rate.
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. Due to effective cash management and planning policy, the Company aims at maintaining flexibility in funding by keeping committed credit lines available. 34.6 Fair values of financial assets and liabilities The carrying values of all financial assets and liabilities reflected in the financial statements approximate their fair values.
10.05-10.60 -
35.
CAPACITY AND PRODUCTION The capacity and production of the Company's manufacturing facility is undeterminable as it is a multi product plant involving varying processes of manufacture.
34.
36.
DATE OF AUTHORISATION FOR ISSUE These financial statements were authorised for issue on February 13, 2009 by the Board of Directors of the Company.
34.1 Credit risk Credit risk represents the risk of a loss if the counter parties fail to perform as contracted. The Company's credit risk is primarily attributable to its receivables. Out of the total financial assets of Rs.257.181 (2007: Rs.193.029) million, the financial assets which are subject to credit risk amounted to Rs.254.995 (2007: Rs.190.927) million. The Company has no significant concentrations of credit risk. To manage exposure to credit risk, the Company applies credit limits to its customers and ensures that sales of products and services are made to customers with appropriate credit history and credit worthiness. 37.
MOVEMENT BETWEEN RESERVES AND PROPOSED DIVIDEND The Board of Directors in its meeting held on February 13, 2009 proposed a final dividend of Rs.1.40 per share for the year ended December 31, 2008, amounting to Rs. 13.503 million for approval of members at the Annual General Meeting to be held on March 25, 2009. These financial statements do not include the effect of the aforementioned proposed dividend.
Pattern of shareholding
as at December 31, 2008
81 Shareholding From 1 101 501 1001 5001 10001 15001 20001 50001 55001 135001 200001 225001 235001 340001 510001 1075001 1160001 5095001 To 100 500 1000 5000 10000 15000 20000 25000 55000 60000 140000 205000 230000 240000 345000 515000 1080000 1165000 5100000 Number of Shareholders 312 357 81 74 7 2 4 2 1 1 1 1 1 1 1 1 1 1 1 850 Number of Shares Held 15,430 110,685 62,338 149,294 50,604 26,800 74,228 46,742 51,442 55,896 137,200 204,099 229,461 236,364 342,602 510,212 1,080,000 1,161,894 5,099,469 9,644,760
39.
GENERAL Figures presented in these financial statements have been rounded off to the nearest thousand rupees.
Shareholders Category
Number of Shareholders
Associated Companies, Undertakings and Related Parties NIT and ICP Directors, CEO and their Spouses Public Sector Companies and Corporations Banks, Development Finance Institutions, Non-Banking Finance Institutions Insurance Companies Others Individuals
3 2 12 2 2 1 21 807 850
Pattern of shareholding
as at December 31, 2008
82
Under clause (i) of sub-regulation (XIX) of Regulation 37 of chapter (XI) of the Listing Regulations of Karachi Stock Exchange (Guarantee) Ltd.
Shareholder Category
Number of Shareholders
Number of Shares held WEALTH GENERATED Net sales Materials and services Other income
Associated Companies, Undertakings and Related Parties SECIPE of Paris, France IGI Insurance Limited Ali Gohar & Co. (Pvt) Ltd. 1 1 1 5,099,469 1,161,894 51,442
100
100
NIT and ICP (name wise detail) National Bank of Pakistan,Trustee Deptt. Directors, CEO and their spouse and minor children (name wise detail) Mr. Pir Ali Gohar Mr. Arshad Ali Gohar Mr. Syed Babar Ali Mr. Syed Hyder Ali Mrs. Naiyar Zamani Gohar Mrs. Perwin Babar Ali Syeda Henna Babar Ali Public Sector Companies and Corporations Banks, Development Finance Institutions, Non-Banking Finance Institutions Insurance Companies Shareholders holding 10% or more voting interest SECIPE of Paris, France IGI Insurance Limited National Fertilizer Corporation 1 1 1 5,099,469 1,161,894 1,080,000 3 3 1 1 1 1 2 2 535,698 8,340 510,212 16,914 7,434 22,690 18,714 1,284,099 2 465,825
58 58
53 1 54
TO GOVERNMENT Income tax Custom duty & sales tax Workers' Welfare Fund
5 23 28
4 22 1 27
13,503
42,437
2 1
140 19,200
11 2 13 100
11 3 14 100
Wealth Distribution
2008
TO EMPLOYEES TO GOVERNMENT TO SHAREHOLDERS RETAINED IN BUSINESS
28% 27% 1% 13% 58% 5% 14%
2007
54%
Note: Previous year's figures have been restated in accordance with the audited financial statements.
85
2003 2004 2005 2006 2007 (Restated) 2008
(Rupees in thousand) FINANCIAL POSITION Balance Sheet Fixed assets Other non-current assets Current assets Non-current assets classified as available for sale Total assets Ordinary share capital Reserves Total equity Non-current liabilities Current liabilities Total liabilities Total equity and liabilities 446,229 38,392 1,134,774 1,619,395 96,448 404,146 500,594 11,055 1,107,746 1,118,801 1,619,395 597,592 28,923 857,339 1,483,854 96,448 571,909 668,357 187,500 627,997 815,497 1,483,854 632,195 18,107 1,516,694 2,166,996 96,448 844,269 940,717 62,500 1,163,779 1,226,279 2,166,996 702,001 15,400 1,270,601 1,988,002 96,448 1,019,693 1,116,141 15,104 856,757 871,861 1,988,002 792,008 12,369 1,623,676 2,428,053 96,448 1,017,676 1,114,124 73,087 1,240,842 1,313,929 2,428,053 1,195,978 9,686 1,769,820 8,871 2,984,355 96,448 1,020,164 1,116,612 70,147 1,797,596 1,867,743 2,984,355
Activity Ratios
Inventory Turnover Average No. of Days Inventory in Stock Accounts Receivable Turnover Average Collection Period Fixed Assets Turnover Operating Fixed Assets Turnover Total Assets Turnover Times Days Times Days Times Times Times 2.9 125 29.5 12 6.5 19.1 1.8 3.7 98 46.9 8 5.3 9.8 2.1 2.6 137 47.5 8 5.5 8.9 1.6 2.6 137 33.1 11 5.4 9.7 1.9 2.9 125 27.3 13 4.9 6.0 1.6 2.9 124 30.0 12 3.6 6.7 1.5
Leverage
Debt to Equity Ratio Interest Earned Fixed Assets to Equity Financial Leverage Times Times Times Times 1.2 4.8 0.9 1.9 0.4 17.3 0.9 1.7 0.7 9.3 0.7 1.6 0.3 7.4 0.6 1.8 0.5 2.8 0.7 2.4 0.8 2.0 1.1 4.5
Net current assets / (liabilities) OPERATING AND FINANCIAL TRENDS Profit and loss Net sales Gross profit Operating profit Profit before tax Profit after tax Ordinary cash dividend Capital expenditure Cash flows Operating activities Investing activities Financing activities Cash and cash equivalents at the end of the year NUMBER OF EMPLOYEES Number of permanent employees at year end
27,028
229,342
352,915
413,844
382,834
Market Value
Market Value Per Share Market / Book Ratio Earnings Per Share (before tax) Earnings Per Share (after tax) Price Earning Ratio Dividend Per Share Dividend Yield Payout Ratio (after tax) Market Capitalisation Break-up Value Rs. Times Rs. Rs. Times Rs. % % Rs. M Rs. 120 2.3 24.28 16.04 7.5 6.00 5.0 37.4 1,157 51.90 232 3.3 39.76 25.39 9.1 7.50 3.2 29.5 2,238 69.30 295 3.0 41.36 28.64 10.3 8.70 2.9 30.4 2,845 97.54 252 2.2 36.87 23.54 10.7 7.10 2.8 30.2 2,431 115.72 276 2.4 12.02 7.81 35.4 4.40 1.6 56.4 2,662 115.52 211 1.8 8.75 3.97 53.2 1.40 0.7 35.3 2,035 115.77
709
779
829
847
846
789
Note: Previous year's figures have been restated in accordance with the audited financial statements.
Note: Previous year's figures have been restated in accordance with the audited financial statements.
Notice of Meeting
87 Notice is hereby given that the forty first Annual General Meeting of the Company will be held on Wednesday, 25th March, 2009 at 10:00 hours in the Conference Hall of the Overseas Investors Chamber of Commerce and Industry, Talpur Road, Karachi to transact the following business:
Current Ratio
1.6 1.4 1.2 1.0 Times 1.0 0.8 0.6 0.4 0.2 1.0 1.3 1.3 1.5 1.4
ORDINARY BUSINESS: 1. To confirm the minutes of the last Annual General Meeting held on March 19, 2008. 2. To receive and adopt the Balance Sheet and Profit & Loss Account for the year ended December 31, 2008 together with the Directors and Auditors reports thereon.
75.70%
2.00%
0.0 03 04 05 06
07
08
3. To approve and declare dividend on the ordinary shares of the Company. The Directors have recommended a cash dividend of Rs.1.40 (14%) per share. 4. To appoint Auditors for the year ending December 31, 2009 and to fix their remuneration. The present auditors, M/s. Ford Rhodes Sidat Hyder & Co., Chartered Accountants being eligible, have offered themselves for re-appointment. The Audit Committee and Board of Directors have also recommended appointment of M/s. Ford Rhodes Sidat Hyder & Co., Chartered Accountants, as Auditors for the year ending December 31, 2009. SPECIAL BUSINESS: 5. To approve the disposal of the Companys manufacturing site including plant & machinery and all other assets located at WAH Cantt. as part of restructuring plan, by passing the following resolution as an ordinary resolution:
Debt to Equity
100 55
24 39 22 33 44
80 Percentage
67 56
40 35 Times 30 25 20 15 10 5 0 7.5
9.1 10.3 10.7
35.4
60 45
61
40
20
RESOLVED that the Company is hereby authorized to dispose the manufacturing site including plant & machinery and all other assets, located at G.T Road, Wah Cantt.
05 06
07
03
04
05
06
07
08
03
04
08
Sales Growth
15 12 Percentage 9 6 3 0 14
12 10 8 11
295 252
6. To consider the recommendation of the Board of Directors for transmission of quarterly accounts through Compays website in compliance with Section 245 of the Companies Ordinance, 1984 and Securities & Exchange Commission of Pakistan (SECP) vide its circular No.19 of 2004 and if deemed fit pass the following resolution as a special resolution:
276
RESOLVED that the Company is hereby authorized to place its quarterly accounts on its website instead of sending the same to members by post, as allowed by the Securities & Exchange Commission of Pakistan (SECP) vide its circular No.19 of 2004.
211
120
50
08
03
04
05
06
07
08
Return on Equity
40 12 35 30 Percentage 25
20 37
31
1. The Share Transfer Books of the Company shall remain closed from March 12, 2009 to March 25, 2009 (both days inclusive).
30
20 15 10 5
7
2. A member entitled to attend and vote at the above meeting may appoint a Proxy to attend and vote on his behalf. No person shall act as a proxy (except for a Corporation) unless he is entitled to be present and vote in his own right. Instrument appointing proxy must be deposited at the Registered Office of the Company at least 48 hours before the time of the Meeting. 3. Shareholders whose shares are deposited with Central Depository Company (CDC) are requested to bring their original Computerized National Identity Card and account number in the CDC for verification.
3
03
04
05
06
07
08
03
04
05
06
07
08
4. CDC Account Holders will further have to follow the guidelines as laid down in Circular No.1, dated 26 January 2000 issued by the Securities and Exchange Commission of Pakistan.
Note: Previous year's figures have been restated in accordance with the audited financial statements.
Notice of Meeting
88 Statement under Section 160 (1) (b) of the Companies Ordinance, 1984 This statement sets out the material facts concerning the special business to be transacted at the forty first Annual General Meeting of sanofi-aventis Pakistan limited to be held on March 25, 2009 - Wednesday. In respect of item 5 of the agenda Approval of the shareholders will be sought for the disposal of WAH manufacturing site together with the plant & machinery and all other assets located therein. In order to improve the manufacturing facility, benchmarking with GMP standards and as part of rationalization program, the company has initiated a project for divestment of its WAH site and shifting its entire production facility to one site - at Karachi. Accordingly, investment on new liquid manufacturing facility at Karachi site was initiated, which is progressing as per plan and is expected to start commercial production in the second quarter of the year 2010. This new state of the art manufacturing facility will not only automate the manufacturing of the liquid products but will also increase production efficiencies by reducing cost of production via economies of scale and lesser man-power cost. Moreover, considering the high turnover of the Company's liquid products, increase in the production capacity of the liquid manufacturing facility is also expected to add value to the Company's top line. Further, proceeds from the divestment of WAH site shall reduce the borrowings and consequent borrowings costs of the Company to earn better returns for the shareholders as a whole. In respect of item 6 of the agenda Section 245 of the Companies Ordinance, 1984 (the Ordinance) provides that every listed company shall transmit to its members the accounts of each quarter. The SECP, vide its Circular No. 19 of 2004 dated April 14, 2004, permitted that the placement of such quarterly accounts on their websites by the listed companies shall be treated as compliance of Section 245 of the Ordinance. Pakistan limited hereby appoint of (full address) or failing him of (full address) as my / our proxy to attend and vote for me / us and on my / our behalf at the 41st Annual General Meeting of the company to be held on Wednesday, March 25, 2009 and at any adjournment thereof. PROXY FORM I/We of (full address) being a member of sanofi-aventis
day of
2009.
Rs.5/Revenue Stamp
Signature of Member(s) Witness No.2 Name Address C.N.I.C. No. Folio No. Participant ID No. Account No. in CDS
Important 1. CDC Account Holders are requested to strictly follow the guidelines mentioned in Circular No.1 of 2000 of SECP. 2. A member entitled to attend a General Meeting is entitled to appoint a proxy to attend and vote instead of him/her, no person shall act as a proxy, who is not a member of the Company except that a Corporation may appoint a person who is not a member. 3. The instrument appointing a proxy, together with the Board of Directors' resolution/Power of Attorney (if any) under which it is signed or a notarially certified copy thereof, should be deposited at the Registered Office not less than 48 hours before the time for holding the meeting. 4. The instrument appointing a proxy should be signed by the member or by his attorney duly authorized in writing. If the member is corporation it's common seal should be affixed to the instrument.