MACTER INTERNATIONAL LIMITED
INFORMATION MEMORANDUM Page 1
TABLE OF CONTENTS
S.
No.
Description
Page #
1 Background and History 2
2 Conversion into Public Company 2
3 Acquisition, Merger and Listing 2
4 Plant Locations 3
5 Manufacturing Capabilities 3
6 Capacity Utilization 3
7 Standard of Quality of Products and International Alliances 4
8 Branch Presence in Key Therapeutic Classes 4
9 Presence of Products Portfolio Worldwide 5
10 Breakup of Turnover 5
11 Distribution Network 5
12 Product Range 6
13 Production Process 6
14 Working Capital 6
15 Key Customers 7
16 Raw Material Sources 7
17 Employees Strength 7
18 Future Prospects 8
19 Risk Factors 8
20 Legal Proceedings 9
21 Board of Directors 9
22 Investment in Associated Companies 10
23 Revaluation of Assets 10
24 Internal Audit 10
25 Human Resource and Remuneration Committee 11
26 Corporate Governance 11
27 Key Management Profile 11
28 Miscellaneous Information 13
29 Election of Directors 14
30 Benefits to the Promoters and Officers 14
31 Voting Rights 15
32 Borrowing Powers of Directors 15
33 Power of Directors 15
34 Capitalization of Reserves 16
35 Dividend Paid by the Company during last Five Years 16
36 Summary of Financial Highlights of Last Five Years 17
37 Future Projections 18
MACTER INTERNATIONAL LIMITED
INFORMATION MEMORANDUM Page 2
HISTORY AND PROSPECTS
1. BACKGROUND AND HISTORY
Misbah Family acquired Macter International Limited (Macter) in 1983
(then a private limited company) as a generational asset with having a
small OTC Trading Portfolio with Annual Sales of Rs.2.5m. In1988, Macter
shifted to the SITE manufacturing facility. In 1993, Macter started branded
generic promotion & also entered into a toll manufacturing contract with
Sandoz, which was a turning point in the history of Macter.
Since then, Alhamdulillah, Macter has continued its journey of success,
and now has a track record of more than 30 years in the manufacturing
and marketing of pharmaceutical formulations.
2. CONVERSION INTO PUBLIC COMPANY
Macter International Limited (Macter) was incorporated on June 23, 1992
as a Private Limited Company and on March 09, 2011 it was converted
into a Public Limited Company. The authorized and paid up capital of the
Company as at December 31, 2016 were Rs. 650,000,000/- and
Rs. 391,443,510/- respectively. Macter is engaged in manufacturing and
marketing of quality medicines.
3. ACQUISITION, MERGER AND LISTING
During 2015-16 Macter acquired majority (74.83%) shares of
M/s Associated Services Limited (ASRL) under the Securities Act, 2015 and
Listed Companies (Substantial Acquisition of Voting shares and Take
Overs) Regulations, 2008.
Honourable Sindh High Court vide its order dated September 2, 2016
approved the scheme of arrangement for merger/amalgamation of
M/s Associated Services Limited with and into Macter International
Limited.
Accordingly Macter International Limited issued and allotted fully paid
ordinary shares of Rs.10/- each to the registered shareholders of ASRL as at
December 28, 2016 in the ratio of 01 ordinary share of Macter for 04
ordinary shares of ASRL which will rank pari passu with the existing shares
of the Company.
MACTER INTERNATIONAL LIMITED
INFORMATION MEMORANDUM Page 3
4. PLANT LOCATIONS
Macter has two independent manufacturing units located at F-216 and
E-40A, on the leasehold land of approx. 1 Acre each, in SITE Industrial Area
of Karachi.
5. MANUFACTURING CAPABILITIES
Macter has unique and large scale Manufacturing Capabilities, including:
. Lyophilized biologicals
. HFA MDIs
. Dedicated Penicillin’s (Oral and Parentals)
. Dedicated Cephalosprins (Oral and Parentals)
. Sterile Ampoules/ Vials/ Opthalmics
. Oral Solids
Macter is amongst the very few pharmaceutical Companies of the
Country, which has approved facilities and capabilities for manufacturing
biological medicines. Biologicals represent a very important area of
modern medicine. Many serious and life-threatening diseases today are
treated through these advanced medicines. Majority of these biological
medicines are being imported at high prices and so create difficulties for
patient access.
Macter also became the first and only national company to invest in local
manufacturing of Metered Dose Inhalers and then its successful transition
from CFC to HFA gas.
6. CAPACITY UTILIZATION
Macter is amongst the top pharmaceutical manufacturers of the Country,
by volume.
The plant wise capacity utilization on single shift basis for the last five years
was as under:
Actual
Production
Cap.
Util %
Actual
Production
Cap.
Util %
Actual
Production
Cap.
Util %
Actual
Production
Cap.
Util %Act Prod
Cap.
Util %
Plant Site F-216 70,518,000 61,148,753 87% 64,401,083 91% 44,835,662 64% 45,561,932 65% 42,061,791 80%
Plant Site E-40A 18,508,800 14,006,761 76% 13,922,316 75% 10,222,766 55% 9,221,919 50% 5,703,763 41%
89,026,800 75,155,514 84% 78,323,399 88% 55,058,428 62% 54,783,851 62% 47,765,554 72%
9 Month Ending
March 31, 2017Production
Capacity
(Packs)
Financial Year 2013 Financial Year 2014 Financial Year 2015 Financial Year 2016
MACTER INTERNATIONAL LIMITED
INFORMATION MEMORANDUM Page 4
7. STANDARD OF QUALITY OF PRODUCTS AND INTERNATIONAL ALLIANCES
Macter has always strived to maintain the highest possible standards of
quality. It was this commitment which made Macter a preferred choice of
Multi National Companies (MNCs) including Novartis, Johnson & Johnson,
Bayer, Pfizer, Procter & Gamble, Merck, Reckitt Benckiser, Kalbe
(Indonesia) etc. for the manufacturing of their brands. The manufacturing
tie-ups with these international companies over the past decades has
helped Macter develop and continuously improve its Quality and
Manufacturing systems to meet with international standards and
requirements.
Besides manufacturing quality medicines, Macter has developed
alliances with a number of international healthcare organizations and has
contributed in introducing latest technological developments in the
country`s healthcare scenario. Macter has also played an active role in
the prevention and cure of hepatitis B and C in the country through its
alliance with Cuba`s internationally- acclaimed Centre of Genetic
Engineering & Biotechnology (CIGB), Havana.
8. BRAND PRESENCE IN KEY THERAPEUTIC CLASSES
Macter has more than 50 brands in various therapeutic classes and enjoys
an established position in Anti-Infectives, GI & Hepatology, Orthopedics &
Rheumatology, Pulmonology and others. Macter strategic intent is to
aggressively build Biotech / New Products portfolio while consolidating
foot print in the current therapeutic segments.
New product launches was at the center of Macter’s growth in the fiscal
year closed (2015-16) and will be even more so in the future. The success
of Sofomac, Sofosbuvir brand of Macter can be gauged from the fact
that amongst 294 new products launched in Pakistan. Sofomac is rated
number 2 by IMS in the country in terms of PKR sales value.
To facilitate the under privileged patients Macter ensures availability of its
brands at especial prices at government institutions and hospitals, so
under privileged patients also receive quality medicines. Thereby Macter
has become one the largest injectable antibiotic seller in the hospitals
across the country. Besides injectable antibiotics, Macter has strong
presence in Provincial, Federal and Armed Forces tender business.
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9. PRESENCE OF PRODUCTS PORTFOLIO WORLDWIDE
Macter’s international division focuses on expanding the
commercialization of product portfolio worldwide. Its mission is to develop
businesses in developing and emerging markets, improving performance
in existing countries and setting up the most appropriate business deals.
Following are some of the countries where Macter is exporting:
(i) Afghanistan
(ii) Sudan
(iii) Sri-Lanka
(iv) Indonesia
(v) Myanmar
(vi) Kenya
(vii) Vietnam
(viii) Yemen
(ix) Philippines
10. BREAK UP OF TURNOVER
The breakup of turnover i.e. local sale, export sales and other income is as
under:
(Rupees in Million)
Year ended June 30,
2012
2013
2014
2015
2016
9 Months
Ending
March
31, 2017
Local Sale – Net 2,056 1,999 2,314 2,177 2,907 2,566
Export Sale 30 36 38 44 63 47
Toll Manufacturing and other
Income
168 211 208 164 94 68
TOTAL 2,254 2,246 2,560 2,385 3,064 2,681
11. DISTRIBUTION NETWORK
Macter has established an extensive pan Pakistan third party distribution
network, which ensures the availability of Macter products to all patients
in each and every corner of the country.
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12. PRODUCT RANGE
The company’s key product range comprises of the following:
BRANDS THERAPEUTIC CATEGORY
SOFOMAC : ANTIVIRAL (HEPATITIS C)
TITAN : ANTIBIOTIC
COBOLMIN : VITAMIN
SALMICORT : ANTI ASTHMA
PEG-HEB : ANTIVIRAL (HEPATITIS C)
SANTE : PROTON PUMP INHIBITOR (ANTI ULCER)
ROPEN : ANTIBIOTIC
CIPROQUINE : ANTIBIOTIC
MAXIMA : ANTIBIOTIC
DX3 : VITAMIN
BISMOL : ANTI DIARRHEA
INSPIROL : ANTI ASTHMA
MNTK : ANTI ALLERGIC
ADALIN : EXPECTORANTS
RELAXIN : PSYCHOTROPIC ,SEDATIVE
13. PRODUCTION PROCESS:
The production process mainly includes the following steps:
a. Manufacturing
b. Primary packaging
c. Secondary packaging
14. WORKING CAPITAL
The Company’s local sale segment includes street and institutional sales.
A considerable portion of institutional business is through tender sales to
public sector health organizations.
The Company manages inventories to fulfill its street as well as institutional
sales requirements. The tender sales are normally on credit for
approximately 90 to 180 days.
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The table below depicts the working capital used and the sales
generated for the last four (5) years.
Financial Year Ended June 30, 2013 2014 2015 2016 9 Months
Working Capital (PKR '000)* 252,280 338,439 286,437 431,147 451,380
Net Sales (PKR '000)** 2,246,131 2,564,835 2,384,772 3,064,439 3,575,047
Working capital Turnover*** 8.90 7.58 8.33 7.11 7.92 * Working Capital is calculated by subtracting current liabilities from the current
assets.
** Net sales are annualized for calculating working capital turnover for 3QFY17
*** Working Capital Turnover is calculated by dividing net sales to the working capital
15. KEY CUSTOMERS
The patients are the final users of the Company products. The Company
has developed strong reach to key physicians and uses efficient
distribution network to ensure timely availability of its medicine to the
patients throughout the Country.
In addition, the Company is also amongst the approved list of suppliers for
different medicines for public & private sector health institutions, based on
stringent selection criteria.
Based on the nature of this industry, there are no long term contracts with
these customers but given the previous experiences and business
relationships of the Company, the management is confident to retain
these customers in future as well.
16. RAW MATERIAL SOURCES
Macter imports Active Pharmaceutical Ingredients (APIs) of its products
mainly from Europe, China and India. The primary and secondary
packaging are however sourced locally.
17. EMPLOYEES STRENGTH
At present Macter’s total staff strength is 959 permanent employees
(819 males and 140 females). Macter enjoys a solid reputation of
manufacturing quality products that are efficacious, safe and affordable.
MACTER INTERNATIONAL LIMITED
INFORMATION MEMORANDUM Page 8
18. FUTURE PROSPECTS
Macter has an exciting pipeline of biological and other drugs, many of
which are expected to approve in the coming months and years and
would have impact on revenue growth.
The Company has applied for listing at Pakistan Stock Exchange Limited
(PSX) in compliance with the merger scheme approved by the Honorable
Sindh High Court, Karachi for merger of M/S Associated Services Limited
with and into the Company. The Company has also joined the Central
Depository System (CDS) of CDC being pre-requisite for listing at PSX.
Hopefully, the Company will be listed shortly at PSX.
19. RISK FACTORS
(i) Credit Risk
Credit risk is the risk which arises with the possibility that one party to
a financial instrument will fail to discharge its obligation and cause
the other party to incur a financial loss. The Company attempts to
control credit risk by monitoring credit exposures, limiting
transactions with specific counterparties and continually assessing
the creditworthiness of counterparties.
Concentrations of credit risk arise when a number of counterparties
are engaged in similar business activities or have similar economic
features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic,
political or other conditions. Concentrations of credit risk indicate
the relative sensitivity of the Company’s performance to
developments affecting a particular industry.
The Company seeks to minimize the credit risk exposure through
having exposures only to customers considered credit worthy and
obtaining securities where applicable.
(ii) Liquidity Risk
The Company uses various financing facilities in order to meet its
operational liquidity requirements. Liquidity risk is the risk that the
Company will not be able to meet its financial obligations as they
fall due.
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INFORMATION MEMORANDUM Page 9
(iii) Foreign Currency Risk
Foreign currency risk is the risk that the value of financial assets or a
financial liability will fluctuate due to a change in foreign exchange
rates. It arises mainly where receivables and payables exist due to
transactions in foreign currency. The Company is exposed to this risk
to the extent of its import commitments.
(iv) Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a
financial instrument will fluctuate because of changes in market
interest rates. The Company's exposure to the risk of changes in
market interest rates mainly relates to the long-term and short term
borrowings, payables and bank deposits.
(v) Capital Risk Management
The Company's objective when managing capital is to safeguard
the Company's ability to remain as a going concern and continue
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 is currently financing majority of
its operations through equity and working capital.
20. LEGAL PROCEEDINGS
There are no litigations or proceedings by or against the Company
pending before any court of law or authority other than related to normal
course of the business.
21. BOARD OF DIRECTORS
S.
No.
Name Address Designation Executive /
Non-
Executive /
Independent
Directorships in
Other Companies
1 Mr. Asif Misbah
37, Khayaban-e-
Shaheen, Phase-
V, D.H.A.,
Karachi
Chief
Executive /
Director
Executive
---
2 Mr. Swaleh Misbah
Khan
37, Khayaban-e-
Shaheen, Phase-
V, D.H.A.,
Karachi
Director Executive
---
MACTER INTERNATIONAL LIMITED
INFORMATION MEMORANDUM Page 10
S.
No.
Name Address Designation Executive /
Non-
Executive /
Independent
Directorships in
Other Companies
3 Sheikh
Muhammed
Waseem
B-20, Phase-1,
First East Street,
DHA, Karachi
Director Non-
Executive /
Independen
t
---
4 Mr. Mohammed
Aslam
51/1-Khayaban-
e- Seher, Phase-
6, DHA, Karachi
Director Non-
Executive
Misbah Cosmetics
(Pvt.) Limited
5 Sheikh Aamir
Naveed
House No.
100/2/1,
Khayaban e
Ittehad, DHA
Phase VI, Karachi
Director Executive Misbah Cosmetics
(Pvt.) Limited
6 Mrs. Naureen
Swaleh
37, Khayaban-e-
Shaheen, Phase-
V, D.H.A.,
Karachi
Director Non-
Executive
---
7 Mr. Muhammad
Asif
L-81, Anwar-e-
Ibrahim, Malir,
Karachi
Director Executive
---
8 Syed Salman
Ahmed Zaidi
44-Q, Block-II,
PECHS,
Karachi.
Director Executive
---
9 Mr. Muhammad
Sajid
House No. 1-B /1,
4th South Street,
Phase-II, D.H.A.,
Karachi.
Director Non-
Executive
1. Nimir Industrial
Chemical Ltd.
2. Nimir Resins
Limited
22. INVESTMENT IN ASSOCIATED COMPANIES
Macter International Limited has not made any investment in any
associated company.
23. REVALUATION OF ASSETS
The Company has not reflected any revaluation of fixed assets in its
financial statements.
24. INTERNAL AUDIT
The Board of Directors has set up an effective internal audit function
managed by suitable qualified and experienced personnel who are
conversant with the policies and procedures of the Company and are
involved in the internal audit function on a full time basis. The audit
committee comprises of the following members:
Mr. Asif Misbah, Chairman
Sheikh Muhammed Waseem, Member
Mr. Muhammad Sajid, Member
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25. HUMAN RESOURCE AND REMUNERATION COMMITTEE
The Board of Directors has set up an effective Human Resources function
managed by suitable and qualified personnel who are conversant with
the policies & procedures of the Company and are involved in Human
Resources function on a full time basis.
The human resource and remuneration committee comprises of the
following members:
Mr. Mohammed Aslam, Chairman
Mr. Muhammad Sajid, Member
Shaikh Aamir Naveed, Member
26. CORPORATE GOVERNANCE
The Company shall comply with all the rules and regulations applicable to
the Company with regards to the Code of Corporate Governance of
Listed Companies. Furthermore, the Company will also ensure that at least
half of the board of directors will have fulfilled the requirement of the
director’s training by June 2018 as required under the PSX regulations.
27. KEY MANAGEMENT PROFILE
(i) Asif Misbah, Chairman & Chief Executive
Asif Misbah - Chairman and Managing Director is a business
graduate from IBA (Karachi).
He has been associated with Macter since 1994 and has played
a key role in Macter’s evolution through various organizational
development initiatives. He serves in the Board of various NGOs
in the education and health sector.
He is Ex-Chairman of PPMA's Committee on Biologics and also
the Pharma Ethics Committee. He is frequently invited to give
talks on personal excellence and leadership especially on youth
forums.
(ii) Swaleh Misbah Khan, Deputy Managing Director
Swaleh Misbah - Deputy Managing Director joined MACTER as a
Director in 1992. He holds a degree in Chemical Engineering
(Hons) from University of Glamorgan, U.K.
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INFORMATION MEMORANDUM Page 12
He has twenty years of extensive experience in Pharmaceutical
manufacturing, Facility & Process Validation, cGMP Audit,
Quality Management Systems, HVAC system design for
pharmaceutical applications, Supply Chain Management,
Biotech Reactor design and Fluid Mechanics.
(iii) Shaikh Aamir Naveed, Director & Chief Operating Officer
Sheikh Aamir Naveed - rejoined Macter as COO in 2015.
He has more than 25 years of extensive experience and held key
positions such as Business Manager, Head of Marketing-
International and Business Development, and National Sales
Manager in top pharmaceutical companies like ICI, Macter
International, Sanofi Avantis and Upjhon (Pfizer).
Aamir Naveed has in depth knowledge of Pharma Sales and
Marketing and connected functional areas with exceptional
analytical and problem solving capabilities.
(iv) Muhammad Asif, Director Finance & Company Secretary
Muhammad Asif is a Fellow member of the Institute of the
Chartered Accountants of Pakistan (ICAP) and the Cost and
Management Accountants of Pakistan (ICMAP). He is also a
member of the Management Association of Pakistan (MAP).
Mr. Asif holds over twenty years of experience in the fields of
corporate finance, accounts, audit, taxation and company law
to his credit.
At MIL, he has overall responsibility of planning, supervising and
managing the financial affairs of the Company, including
finance, accounts, tax, internal audit and corporate affairs etc.
He is with the Company since 2007 and became director of the
Company in 2011.
(v) Dr. Syed Salman Ahmed Zaidi, Director Technical Operations
Dr Syed Salman Zaidi - is a PhD in Organic Chemistry. He joined
the company in 1989 and holds over twenty seven years of
experience in research and development, manufacturing,
quality assurance, and technical operations in the
pharmaceutical industry.
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He began his career from Pakistan’s premier research and
development organization, Pakistan Council of Scientific and
Industrial Research (PCSIR). Dr. Zaidi has written around 50
research papers published in leading national and international
scientific journals and has invented more than 200 new
compounds.
He is a frequent participant of the international conferences of
International Union of Pure and Applied Chemistry (IUPAC).
(vi) Farooq Mustafa, Associate Director (Biotech)
A molecular biologist, holding an M. Phil degree in Molecular
Biology. He is certified Lead Auditor, ISO 9001:2008 by DAS, UK.
Farooq brings with him 18 years of experience in biological
product development and quality management. He has 8 years
experience in the GCC and played a vital role in biological
product development and establishment of the bio-
pharmaceutical section at SPIMACO, Saudi Arabia.
He is a member of large number of International professional
networks, biotech research and regulatory groups.
28. MISCELLANEOUS INFORMATION
(i) Registered Office
F-216, SITE, Karachi – 75700
Telephone: +92 21 32591000
+92 21 32575311-14 (4 Lines)
Fax: +92 21 32564236
Information: [email protected]
(ii) Bankers
Meezan Bank Limited
Dubai Islamic Bank Pakistan Limited
Al Baraka Bank Pakistan Limited
Bankislami Pakistan Limited
Bank Al Habib Limited
MCB Bank Limited
Habib Metropolitan Bank Limited
MACTER INTERNATIONAL LIMITED
INFORMATION MEMORANDUM Page 14
(iii) Share Registrar
F.D. Registrar Services (SMC-Pvt) Ltd.
17th Floor, Saima Trade Tower-A
I.I. Chundrigar Road, Karachi
(iv) External Auditors
EY Ford Rhodes
Progressive Plaza, Beaumont Road,
Karachi
(v) Internal Auditors
KPMG Taseer Hadi & Co.
First Floor, Sheikh Sultan Trust Building,
Beaumont Road, Karachi
(vi) Manufacturing Sites
1. F-216, SITE, Karachi
2. E-40A, SITE, Karachi
29. ELECTION OF DIRECTORS
The Directors of the Company are elected for a term of three years in
accordance with the procedure laid down in section 178 of the
Companies Ordinance 1984 (the Ordinance). The Directors shall comply
with the provisions of Sections 174 to 178 and Sections 180 and 184
relating to the election of Directors and matters ancillary thereto. Subject
to the provisions of the Ordinance, the Company may from time to time
increase or decrease the number of Directors.
Any casual vacancy occurring among the Directors may be filled by the
Directors and the person so appointed shall hold office for the remainder
of the term of the Director in whose place he is appointed. A Director may
be removed from office by a resolution passed in the manner as provided
in Section 181 of the Ordinance. The next election of directors will be held
on November 29, 2017.
30. BENEFITS TO THE PROMOTERS AND OFFICERS
No benefit has been given or is intended to be given by the Company to
the promoters / sponsors and officers of the Company other than
remuneration for services rendered by them as full time executives of the
Company.
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31. VOTING RIGHTS
According to Article 56 of the Articles of Association, every holder of one
or more shares, not disqualified by Article 64, shall on his name being
entered in the register of members, be entitled to be present and to
speak and vote at any general meeting and shall, when present in person
or represented by a person duly authorized under Section 162 of the
Ordinance have one vote on a show of hands and shall, on a poll when
present in person, or represented by a person duly authorized under a
power of attorney or in the case of company by a representative duly
authorized under Section 162 of the Ordinance or by proxy have one vote
in respect of each share held.
32. BORROWING POWERS OF DIRECTORS
According to Article 34 of the Articles of Association, the Directors may,
from time to time, at their absolute discretion but subject to the provisions
herein contained, raise or borrow any sum or sums of money for the
purposes of this Company from any person holding the office of Director
subject to the provisions of Section 208 of the Ordinance or from any other
person, banks, firms, corporations or companies and may secure the
repayment of such money together with mark up and payment of any
other dues in such manner and upon such terms and conditions in all
respects as they think fit and in particular, by the issue of convertible or
non-convertible Islamic instruments charged or not charged upon the
undertaking and all or any part of the property and assets of the
Company (both present and future) by making, drawing, accepting or
endorsing on behalf of the Company any promissory notes or bills of
exchange or giving or issuing any guarantee, share option certificate,
undertaking or other security or by creating mortgage, hypothecation
and charge on all or any part of the properties, assets and rights of the
Company both present and future.
33. POWER OF DIRECTORS
According to Article 84 of the Company, The management of the
business of the Company shall be vested in the Directors and the Directors
may exercise all such powers and do all such acts and things as the
Company is by its Memorandum of Association and otherwise, authorized
to exercise and do all acts which are not hereby or by statute directed or
required to be exercised or done by the Company in General Meeting
but subject nevertheless to the provisions of the Ordinance and of these
presents and to any regulations from time to time made by the Company
in general meeting provided that no regulation so made shall invalidate
any prior act of the Directors which would have been valid if such
regulation had not been made.
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34. CAPITALIZATION OF RESERVES/RIGHT ISSUE
Company has issued following Ordinary shares as Bonus/Right issue:
S. No No. of
Shares
Issued
Par Value
per Share
(PKR)
Date of issue Bonus/Right
1 14,998 149,980 14-Feb-93 Right issue
2 80,000 800,000 08-Aug-94 Right issue
3 355,000 3,550,000 16-Aug-96 Right issue
4 5,000 50,000 30-Nov-97 Right issue
5 1,545,000 15,450,000 29-Jun-00 Right issue
6 30,489,649 304,896,490 19-Jan-11 Bonus issue
Other than the above mentioned, there has been no capitalization of
reserves/right issue since the incorporation of Macter International
Limited.
35. DIVIDEND PAID BY THE COMPANY DURING LAST FIVE YEARS
Following Dividends were declared during the last five years:
Years Dividend -
Rupees
%age
2012-13 (Dividend) 25,298,333 6.50%
2013-14 (Dividend) 36,974,487 9.50%
2014-15 (Dividend) 42,812,564 11.00%
2015-16 (Interim Dividend) 50,596,668 13.00%
2015-16 (Final Dividend) 95,903,655 24.50%
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INFORMATION MEMORANDUM Page 17
36. SUMMARY OF FINANCIAL HIGHLIGHTS OF LAST FIVE YEARS
Financial Year ended June 30
2012 2013 2014 2015 2016
9 Month Ending March 31, 2017
Rupees in Million
BALANCE SHEET Fixed Assets Property, plant and equipment
704 726 758 774 741 825 Intangible assets
14 41 29 23 19 13
Other Non-Current Assets
64 70 70 101 52 66 Current Assets
872 928 1,232 1,231 1,581 1,907
Total Assets
1,653 1,765 2,090 2,128 2,392 2,812
Issued, Subscribed and paid-up capital
389 389 389 389 391 391
Capital Reserves
205 205 205 205 218 218 Revenue Reserves
101 246 323 274 375 491
Total Equity
695 840 917 868 984 1,101
Non-Current Liabilities
338 249 279 316 258 256 Current Liabilities
620 676 894 944 1,150 1,456
Total Liabilities
959 925 1,172 1,260 1,408 1,711
Total Equity and Liabilities
1,653 1,765 2,090 2,128 2,392 2,812
INCOME STATEMENT Net sales
2,254 2,246 2,560 2,385 3,064 2,681 Gross profit
888 965 959 846 1,257 1,218
Operating profit
115 222 154 93 267 310 Profit before taxation
105 192 129 31 212 265
Taxation
30 18 29 12 65 53 Profit after taxation
75 175 100 18 147 213
RATIOS Unit Profitability Ratios
Gross profit ratio 1 %
39.41% 42.94% 37.46% 35.46% 41.02% 45.43% Net profit to sales 2 %
3.32% 7.78% 3.89% 0.77% 4.80% 7.93%
Return on equity / return on capital employed 3 %
10.78% 20.80% 10.86% 2.12% 14.95% 19.31%
Return on assets 4 %
4.53% 9.90% 4.77% 0.86% 6.15% 7.56% Current ratio 5
1.41 1.37 1.38 1.30 1.38 1.31
Basic / Diluted Earnings per share 6 Rs.
1.92 4.49 2.56 0.47 3.76 5.43
Break Up Value / Share Rs.
17.84 21.59 23.6 22.31 25.17 25.68
1. Gross Profit to sales is calculated by dividing the gross profit for the year/period with the net sales of the same year/period.
2. Net Profit to sales is calculated by dividing the profit after tax of the year/period with the net sales of the same year/period.
3. Return on Capital employed is calculated by dividing the Profit after Tax of the year/period with total equity.
4. Return on Fixed Assets is calculated by dividing the Profit after Tax of the year/period with the average non-current assets.
5. Current Ratio is calculated by dividing the total current assets of the year/period with the total current liabilities of the same year/period
MACTER INTERNATIONAL LIMITED
INFORMATION MEMORANDUM Page 18
6. Earnings per Share is calculated by dividing the profit after tax of the year/period with the total number of current issued shares
37. FUTURE PROJECTIONS
(i) PROJECTED BALANCE SHEET
(Rupees in Million)
Year ended June 30, 2017 2018 2019 2020 2021
NON-CURRENT ASSETS
Property, plant and equipment 798 801 805 809 813
Intangible assets 14 14 14 15 15
Other Non-Current Assets 43 48 54 62 71
854 863 874 886 899
CURRENT ASSETS
Stock-in-trade & Store, spares and loose tools 658 735 807 889 979
Trade debts 227 257 276 297 320
Other Current Assets 164 180 198 218 240
Taxation-net 92 95 98 101 104
Cash and bank balances 400 625 947 1,399 1,949
1,542 1,893 2,327 2,905 3,591
TOTAL ASSETS 2,396 2,756 3,201 3,791 4,490
EQUITY AND LIABILITIES
Issued subscribe paid up share capital 391 391 391 391 391
Capital reserves 218 218 218 218 218
Unapproriated profit-Closing balance 631 931 1,325 1,806 2,389
1,240 1,541 1,935 2,416 2,999
NON-CURRENT LIABILITIES
Long-term financing 47 - - - -
Other Non-Current Liabilities 151 160 164 168 169
197 160 164 168 169
CURRENT LIABILITIES
Trade and other payables 907 1,009 1,102 1,207 1,322
Current portion of long term financing 51 47 - - -
958 1,056 1,102 1,207 1,322
2,396 2,756 3,201 3,791 4,490
DISCLAIMER:
Financial projections of anticipated future performance of the Company given above is based on
various assumptions and best estimates made by the Company. There are no assurances that
such financial projections will be realized or that actual returns or results will not be
materially lower than those estimated above. The projections must not be regarded as promise by
the Company. The Public / Investors are advised to conduct their own independent due diligence
and analysis before making any investment decision.
MACTER INTERNATIONAL LIMITED
INFORMATION MEMORANDUM Page 19
(II) PROJECTED PROFIT & LOSS ACCOUNT
Year ended June 30, 2017 2018 2019 2020 2021
Total Net Sales 3,650 4,038 4,471 4,957 5,494
Gross Profit 1,713 1,912 2,135 2,384 2,663
Distribution and Selling Cost (1,091) (1,167) (1,249) (1,336) (1,430)
Administrative expenses (198) (218) (238) (259) (280)
Operating Profit 424 527 649 789 953
Other income / (charges) (6) (15) (24) (35) (48)
Finance costs (55) (59) (60) (66) (72)
Profit Before Tax 363 453 564 688 834
Taxes (104) (153) (169) (207) (251)
Profit After Tax 259 300 394 481 583
Total outstanding shares 39,144,351 39,144,351 39,144,351 39,144,351 39,144,351
Earning per Share
Basic & Diluted (Rs.) 6.62 7.66 10.07 12.29 14.89
DISCLAIMER:
( Rupees in Million)
Financial projections of anticipated future performance of the Company given above is based on
various assumptions and best estimates made by the Company. There are no assurances that
such financial projections will be realized or that actual returns or results will not be materially
lower than those estimated above. The projections must not be regarded as promise by the
Company. The Public / Investors are advised to conduct their own independent due diligence and
analysis before making any investment decision.
MACTER INTERNATIONAL LIMITED
INFORMATION MEMORANDUM Page 20
(iii) PROJECTED CASH FLOW
(Rupees in Million)
Year ending June 30, 2017 2018 2019 2020 2021
Profit before Taxation 363 453 564 688 834
Add: Non Cash Items 181 149 148 154 160
544 603 712 842 994
Working Capital Changes
(Increase) / decrease in current assets 112 (142) (130) (145) (158)
Increase / (decrease) in current liabilities (182) 83 92 103 113
Cash generated from Operations 474 544 673 800 949
Financial cost, taxation & others paid (120) (201) (238) (281) (332)
Cash generated from / (used in) operating activities 354 342 436 519 616
Cash generated from / (used in) investing activities (119) (67) (67) (67) (67)
Cash generated from / (used in) financing activities (108) (51) (47) - -
Increase / (decrease) in cash & cash equivalent 127 225 322 452 549
Cash & cash equivalent at the beginning of the period 274 400 625 947 1,399
Cash & cash equivalent at the beginning of the period 400 625 947 1,399 1,949
DISCLAIMER:
Financial projections of anticipated future performance of the Company given above is based
on various asumptions and best estimates made by the Company. There are no assurances that
such financial projections will be realized or that actual returns or results will not be materially
lower than those estimated above. The projections must not be regarded as promise by the
Company. The Public / Investors are advised to conduct their own independent due diligence and
analysis before making any investment decision.
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