A blank sheet of paper.

White.

Vigorous.

Ready…

What are the possibilities?

 Annual Report Packages Limited for the year 2009 Innovation Drives...

In Beethoven’s hands, it becomes

the repository for the first bars of
the majestic 5th Symphony.

In a 4-year-old’s, the first bloom

of an artistic creation.

In more common custody, a cell

phone bill.

Yet each begins the same way

- as a pristine possibility.

2 In creating a collection of paper

and board, we seek out and
nurture the possibilities of beauty,
practicality and strength inherent
in the products we innovate,
transform and share with the
world.
Innovation drives...

As the science of box making continues

to evolve into the art of packaging,

innovation helps us “reinvent”

ourselves. The process continually

change our perceptions of what

packaging can do and what Packages

can deliver

- for everyone
 Annual Report Packages Limited for the year 2009 Company Profile

Packages
Packages Limited was established in participation by Packages Limited,
1957 as a joint venture between the Mitsubishi Corporation, Altawfeek
Ali Group of Pakistan and Akerlund & company for Investment Funds, Saudi
Rausing of Sweden, to convert paper and Arabia and general public. Packages
paperboard into packaging for consumer Limited owns 33% of Tri-Pack Films
industry. Over the years, Packages has Limited’s equity.
continued to enhance its facilities to
meet the growing demand of packaging In July, 1994, Coates Lorilleux Pakistan
products. Limited (currently DIC Pakistan Limited)
in which Packages Limited has 55%
In 1968, with IFC participation, Packages ownership, commenced production and
integrated upstream by establishing a sale of printing inks.
pulp and paper mill with a capacity of
24,000 tons per year based on waste During the same year, the company
paper and agricultural by-products initiated the capacity expansion of its
i.e. wheat straw and river grass. With paper and board mill to 65,000 tons per
4 growing demand the capacity was year and conversion capacity to 56,000
increased periodically and in January tons per year. At the same time, the
2003, total capacity was nearly 100,000 company also upgraded the quality of
tons per year. Packages’ products and substantially

In 1981, Packages modified a paper

machine to produce tissue paper in
response to growing awareness and
demand for hygienic and disposable
tissues. The “Rose Petal” Brand name was
launched with facial tissues and was later
expanded to include toilet paper, kitchen
roll, and table napkins.

In 1986, the company established a

flexible packaging unit to cater to the
increasing demand from consumers for
sophisticated packaging used primarily in
the food industry.

In 1993, a joint venture agreement

was signed with Mitsubishi Corporation
of Japan for the manufacture of
Polypropylene films at the Industrial
Estate in Hattar, NWFP. This project,
Tri-Pack Films Limited, commenced
production in June 1995 with equity
 improved pollution control to meet the machine was also installed in flexible
World Bank environmental guidelines. The packaging line in 2001.
said expansion was completed in 1998 at
a cost of PKR 2.7 billion. Packages started producing corrugated
boxes from its plant in Karachi from 2002.
In 1996, Packages entered into a joint
venture agreement with Printcare In 2005, the company embarked upon
(Ceylon) Limited for the production its Paper & Board expansion plan at a
of flexible packaging materials in Sri new site (Bulleh Shah Paper Mill - Kasur)
Lanka. The project Packages Lanka almost tripling its capacity from the
(Private) Limited, which is 79% owned by current 100,000 tons per annum to
Packages, commenced production 300,000 tons per annum.
in 1998.
In 2007, the company also invested
During 1999-2000, Packages success- in a new 35,000 tons tissue paper
fully completed the expansion of the machine which commenced commercial
flexible packaging line by installing a production in 2008.
new rotogravure printing machine and
enhancing the carton line by putting up a Process Flow of Paper & Board Mill,
new Lemanic rotogravure inline printing Packaging and Consumer Products
and cutting creasing machine. In addition Divisions is as follows. 5
a new 8 color flexo graphic printing

Basic Raw Material Products  of P

  aper &
    Board  End Users

White Duplex Board

Packaging Division Industrial
(Carton Line) Consumers
PM 1
Wheat Straw White Bleached Board
White Boards

Tetra Duplex Board Tetra Pak Pakistan Limited

Liner
Corrugated Division
PM 6 Industrial
Waste Paper (for production of
Brown Boards Consumers
shipping cartons)
Fluting

Exports

Imported wood PM 7 Direct sales of White Writing /

Pulp White Writing / Photocopying Paper Photocopying Paper in the Market

PM 4 / 9
Tissue Conversion Distributors & Direct sales in the Market
Tissue Reel

Exports
Annual Report Packages Limited for the year 2009 Company Profile

Paper and Board Mill

In 1968, Packages with the help requirements and Packages ensures

of IFC established a pulp and paper that this is carried out to the agreed
mill having capacity of 24,000 tons specifications. Further, Packages is
per year and also enhanced its among the first companies in the
converting capacity to 24,000 tons. world to use environment friendly
With further periodic participation by process of manufacturing paper &
IFC and others such as PICIC, DEG paper board through a mixture of
and SWEDFUND, etc., the paper and wheat straw, recycled paper and
board production capacity increased wood pulp.
to 100,000 tons per year by 2003
and conversion capacity to 70,000 The different kinds of paper produced
tons per year. In 2005, the company at the mill include high gloss writing
tripled its capacity to 300,000 tons paper, poster paper, computer
per annum by investing in a state paper, fluting paper and liner for
of the art new paper & board mill shipping cartons. Most common
“Bulleh Shah Paper Mill”. board varieties include Duplex Board,
Bleached Board, Food Grade Board
The paper & board mill specializes in and Card Board. A specialized liquid
making variety of duplex boards and packaging board is also produced
paper as well as corrugating medium to cater to the need of customers
paper and liner board. These products who manufacture and supply aseptic
are tested for high performance in packaging for milk, cream, oil, fruit
terms of strength, stiffness, gloss juices and other food products.
and machine-ability. Paper quality is
determined by the client’s specific
 Annual Report Packages Limited for the year 2009 Company Profile

Packaging Division
Packages is providing multi
dimensional / multi product
packaging solutions to its clients
involved in manufacturing of
consumer products. The Packaging
Division uses three kinds of printing
techniques, namely offset printing,
flexographic printing and rotogravure
printing. The latter, although
expensive, allows higher production
volumes and use of flexible packaging
material, and also gives superior
quality as compared to offset
printing.

The Packaging Division currently

consumes about 70% of the output
of the board mill and consists of the
following packaging lines:
8

Folding Carton Line Rotogravure printing Offset printing

Folding carton line caters to

With seven colour high speed With a fleet of multicolor offset
the demands of the customer’s
rotogravure printing presses, folding printing machines; folding carton line
using rigid packaging material
carton line provides top quality serves a wide range of customers
out of duplex/bleach board. The
packaging materials to be packed on through offset line. With the addition
main customer industries include
high speed precision machines. The of double coater machines, the line is
cigarette, cosme-tics, food and
machine prints with inline cutting- fully capable to meet any packaging
pharmaceutical. The carton line
creasing-embossing operations. material requirement from the
has been performing consistently
On-line quality control system does customers. Packaging materials
with annual volume growth of 10%
100% inspection of the final product are being supplied to tobacco, food,
in the recent past. There are two
hence ensuring the best quality detergents and pharmaceutical
types of printing modes being used
product to the customers. These industries. Specialized operations
i.e. rotogravure printing and offset
machines are being used mainly for e.g. hot foil stamping and cup making
printing.
tobacco industry. provide a major competitive edge in
the market.
Every little
step towards
advancement
is but
perfection

9
 Annual Report Packages Limited for the year 2009 Company Profile

10

Flexible Packaging Line and films. Packages has the first preservation of food quality are
ever gear-less press in the country important considerations. Automatic
In 1986, the company established a which has the ability to print viscosity control system ensures
flexible packaging unit to cater to the real life images on materials like consistent quality.
increasing demand for sophisticated Polyethylene, OPP, Special paper
packaging from customers belonging and Polyester. With the addition of Lamination
to the soap, tea, food, dairy, ice- Video Mounter System, the printing
cream, cigarette, and confectionery stereos can be mounted with one Packages has both solvent base
industries. micron dot accuracy, which virtually and solvent less laminators.
eliminates the mis-registration from Equipped with Italian technology and
The company’s flexible packaging line the print. computerized control, the company
makes high quality packaging films can laminate BOPP, Polyester, Al foil,
and laminates providing Flexographic Rotogravure Printing Met OPP, Met PET, .E. paper as faster
and Rotogravure Printing, Lamination, as 250 m/min with continuous
Extrusion, Slitting, Bag & Sleeve Sophisticated quality packaging production due to auto splicing.
making to a broad spectrum of local with computerized controls, makes R&D center at Packages also helps
and multinational customers. rotogravure printing an extremely customers develop cost effective
attractive option. The company’s laminates to suit their needs.
Flexographic line rotogravure printing section also has
the latest in-house cylinder making Extrusion
On flexographic line, up to eight and engraving facilities which is
colors flexographic printing can be particularly suited to food packaging Packages has its own mono and
done on paper, poly-coated paper where colorful package designs and multi-layer extrusion facility that
can extrude polyethylene of different
 11

grades and colors. The Canadian Corrugated Carton Line stacking and bursting strength for
and German technologies with shipping boxes. Corrugated cartons
Packages Limited has been
computerized control and monitoring are of great value to the company’s
manufacturing corrugated cartons
of each layer on 3 and 5 layer diverse portfolio of customers
since 1974. These cartons, produced
extrusion line enables to produce for secure transportation of their
in a variety of sizes, are of great
high output to meet customers’ products to local and international
value for nationwide distribution of
demands and new market trends. markets. Major clientele represents
FMCGs, lubricants, tobacco, dairy &
The facility extrudes a number of industries like textile, food, dairy,
food products and for export of fresh
specialized films which includes oil, cigarette, electric, soaps, detergents
fruits, garments, shoes, textile, etc.
ghee, detergent and food films which and lubricants.
With the increase in capacity in
are known for their strength and high
2007, and two plants operating at
barrier properties.
Karachi and Kasur, Packages is not
only able to cater to the increased
Bag & Sleeve making
demand of its existing clientele but is
also attracting new customers.
Bag making is an integral part of the
company’s flexible line which has the
Through the inputs of customers,
capability to provide a wide variety of
efforts of R&D center and Paper &
bag constructions such as Side Seal,
Board mill, special liner and fluting
Double Side Seal, Bottom Seal, Three
has been developed to give extra
Side Seal, Bottom Gusset Bags Side
strength properties, especially the
Gusset Bags, Spout Bags and Zipper
Bags.
Annual Report Packages Limited for the year 2009 Company Profile

Consumer Products Division

In 1981, Packages started Femcare products were added to the

manufacturing tissue paper as a range in 1992 with the brand name
response to the growing awareness Feminex. A new plant was installed
and demand for hygienic tissues. in 2002 for an improved product.
Tissue categories were launched Disposable paper cups and paper
with facial tissues which was later plates machines were also added to
extended to include tissue rolls, table cater the food business segment and
napkins and hand towels. In 2008, out of home consumption.
the company installed a new tissue
paper machine with a capacity of
35,000 tons per annum to improve
quality and meet the increasing
demand.
Raw-
Materials
The raw material requirements of the
company can be broadly divided into
local and imported raw materials.

Local Raw Materials

Raw materials procured locally by the
company include wheat straw and
waste paper.

Wheat Straw is the by-product

of wheat. Pakistan’s annual
writing and printing paper machine in the post expansion scenario, the
wheat production amounts to
(PM-7) at Kasur, the company has increased demand of wood pulp is
approximately 20 millions tons
also started to import waste paper also being met from the supplier’s
and an equal amount of wheat
from USA and Middle East. mills situated in Canada.
straw is also produced in the
process. Since wheat straw is a
seasonal commodity, the entire
Imported Raw Materials Unbleached Kraft Pulp is also being

Major imported raw materials imported from USA and purchases

annual requirement is purchased by
are made on monthly rolling forecast 13
Packages from April to December. include wood pulps, polyethylene and
packaging films. Packages prefers to basis. Further, supply of wood pulp is
Purchases are made at purchase
procure imported materials directly adequately distributed among other
centers spread across the wheat
from renowned manufacturers which suppliers in such a way that backup
growing areas of the country. The
have a primary focus on quality and arrangements are always in place
wheat straw purchased at the
provide strong technical support. in order to meet any unforeseen
centers is bailed and stored at the
shortfalls in raw material supply.
centers and transferred to the
factory on need basis. The company Wood pulp: The use of wood pulp
varies on the basis of the final
Polyethylene is being imported
currently procures around 100,000
primarily from Qatar and purchases
tons of wheat straw annually which product specifications as high quality
are made based on the company’s
is approximately 0.5% of the total writing/printing paper uses a higher
supply chain management process.
wheat straw production in the proportion of wood pulp as compared
Suppliers are provided semi-
country. to brown paper.
annual forecasts of the company’s

Wood pulp, both bleached and requirements and timely supply is

The use of wheat straw not only
unbleached is the highest value ensured for smooth operations of the
provides an indigenous source of
industrial commodity of the factory.
raw material but also shields the
company against adverse exchange company’s total import bill. Packages
procures Bleached Kraft Pulp from
Packaging Films such as polyester
rate movements faced by mills based
films and PVC films are imported
on imported wood pulp technology. USA which is the largest pulp supplier
from suppliers in Thailand and
in the world. The company maintains
Japan while BOPP Films are either
Waste Paper is mostly purchased an excellent business relationship
imported or locally procured from
through registered / approved with its wood pulp suppliers over
Tri-Pack Films Limited, a joint venture
vendors at the mills and waste the past 35 years which can be
company of Packages Limited.
purchase center in Karachi according ascertained from the fact that
Payments are normally made after
to the company’s requirements. With the suppliers work on CAD basis
30 days credit period.
the installation of its 100,000 tons (without the cover of L/C). Further,
 Annual Report Packages Limited for the year 2009 Company Profile

Marketing

14

Packaging Division Consumer Products

Packages is primarily engaged in Division
producing packaging material for This division manufactures and
companies involved in manufacturing markets tissue paper, disposable
of fast moving consumer paper cups and plates and feminine
goods (FMCG) in food, tobacco, hygiene products. Packages is the
pharmaceutical, and other sectors. largest supplier in the domestic
Almost 75% of Packages’ sales are tissue paper category with brand
to FMCGs. Packages uses direct names Rose Petal, Tulip and Double
selling to market its products to Horse. Both household and away
this segment. The company allows from home customer segments are
credit terms of upto 30 days to catered through an extensive sales
packaging customers from the date and distribution network. Feminine
of invoicing. care products are marketed through
Feminex brand. Consumer products
of Packages are also exported to
the region including Afghanistan and
Central Asia.
Services
Packages believes that its entire
operations has to be in line with
the needs of the customer and it is
therefore necessary to consistently
and timely provide good quality
products.

Customer Services
Department (“CSD”)
CSD comprehensively monitors
processes to ensure timely delivery
to the customer and follows the
new orders from Pre-Press up to
final delivery. CSD also arranges
development activities as well
as technical support / visits to
customers for troubleshooting
and ensures proper feedback
15
and management reporting on
customers’ complaints.

Pre-Press Department
Pre-Press is the nerve center of
Packages Limited where concepts

Research &
and ideas are developed and
woven with marketing strategies
of customers to attract the end
users of the products produced by Development
customers.

In the Art Department, Packages has The company’s R&D center and
The department has been
state-of-the-art computer systems production facilities are located at
revolutionized over the last 15
where digital files are produced the existing premises at Shahrah-
years and now has Prepress graphic
instead of photographic negatives. e-Roomi, Lahore. The center is well
designers who make the soft copies
For achieving high quality in all of equipped, both in terms of human
of the designs. These halftone
printing methods (Roto, Flexo and resources and equipment, to provide
images and texts are simultaneously
Offset), Pre-Press Department is technical support to production and
directed from computers to:
equipped with the latest technology to the external customers. These
in Cylinder, Photo polymer and Plate facilities are used to study the
• Image setters
making equipment which provides effect of different variables on the
• Offset plate making devices
support to various Production process and the product and are also
(CTP)
Departments. available for comprehensive testing
• Digital System for Flexo (CDI)
of paperboard and its products.
• Electro mechanical engraving
machines
 Annual Report Packages Limited for the year 2009 Company Profile

Competitive Business Strength

Fully Integrated Production Facility

Packages is unique in the sense capacity and equipment to safeguard Strong Credit Rating
that it provides complete packaging environment. The aforesaid includes
solutions to its customers. The investment in a new paper and Packages has been assigned a long-
company is not only backward board mill, a new tissue machine, term entity rating of ‘AA’ (Double A)
integrated having its own paper rotogravure printing machine and short-term entity rating of ‘A1+’
and paperboard mill to supply with online cutting and creasing, (A One plus) by PACRA reflecting the
quality material for its converting computerized pre-press, laser cut company’s strong financial profile
departments but also is the only dies, 5 layer extruder machines, with stable cash flows and sound
company in the Country providing new fiber line, chemical recovery coverage. The ratings also take
complete packaging solutions such plant etc. Packages has an in-house into account the company’s strong
as offset printed cartons, cigarette state of the art cylinder making and competitive position, which helps
H/Ls, shipping cartons, flexible flexographic plates making facility in mitigating the various business
packaging materials etc. under one for its high speed printing machines risk factors, given that the company
roof. which enables the company to keeps itself abreast of technological
ensure its quality control standards. developments in the industry.
In addition, Packages also has
16 technical know-how understandings Strong Research
with renowned international players
& Development and
such as Stora Enso, Sweden in
addition to having an extensive
Foreign Technical
Research and Development Collaborations
Department which works hand in
hand with marketing and production Packages R&D capability is one of the
departments as well as customers principal reasons of the company’s
and helps provide the best quality sustained market leadership and
packaging material at an affordable strong business relationships with
price. All these factors combined top-notch multinational and local
make Packages the preferred companies in Pakistan. The in-
packaging supplier for multi-national house R&D department conducts
and local companies. meeting with clients to assess
their needs and develops new and
Superior Technology customized packaging products. In
and Quality addition, Stora Enso which is one
of the foreign shareholders of the
company and is in fact the top tier
Packages has always followed its
firm in global packaging industry has
policy to invest into new technology
continuous exchange of information
and at the same time upgrade its
with the company regarding recent
existing equipment which can be
developments in the international
ascertained from the fact that in
packaging industry.
the past ten years, the company has
invested around USD 450 million on
acquiring new technology, enhancing
Entity Rating of Packages
by The Pakistan Credit Rating Agency (Pvt.) Limited
as on : July 2009

Rating Type Rating

Long-term AA (Double A)

Short-term A1 + (A One Plus)

17
 Annual Report Packages Limited for the year 2009 Company Information

Company Information

Board of Directors
Towfiq Habib Chinoy
Chairman

Syed Hyder Ali

Chief Executive & Managing Director
Bankers & Lenders
Khalid Yacob
Allied Bank Limited
Matti Ilmari Naakka
Askari Bank Limited
Mujeeb Rashid Bank Alfalah Limited
Shahid Aziz Siddiqui Bank Al-Habib Limited
Barclays Bank PLC, Pakistan
Shamim Ahmad Khan
Citibank N.A.
Syed Aslam Mehdi
Deutsche Bank A.G.
Syed Shahid Ali Dubai Islamic Bank Pakistan Limited
Tariq Iqbal Khan Faysal Bank Limited
Habib Bank Limited
Habib Metropolitan Bank Limited
HSBC Bank Middle East Limited
Advisor
18 International Finance Corporation (IFC)
Syed Babar Ali
JS Bank Limited
MCB Bank Limited
Meezan Bank Limited
Company Secretary
National Bank of Pakistan
Adi. J Cawasji
NIB Bank Limited
Oman International Bank, S.A.O.G.
Samba Bank Limited
Rating Agency: PACRA
Silk Bank Limited
Company Rating: AA
(Formerly Saudi Pak Commercial Bank Limited)
Standard Chartered Bank (Pakistan) Limited
The Bank of Tokyo - Mitsubishi UFJ, Limited
Auditors
The Royal Bank of Scotland Limited
A.F. Ferguson & Co.
United Bank Limited
Chartered Accountants

Legal Advisors Head Office & Works

Hassan & Hassan - Lahore Shahrah-e-Roomi,
Orr, Dignam & Co. - Karachi P.O. Amer Sidhu,
Lahore-54760, Pakistan
PABX : (042) 35811541-46
: (042) 35811191-94
Fax : (042) 35811195
: (042) 35820147
Factories Zonal Sales Offices
Kasur Factory C-2, Hassan Arcade Nusrat Road,
Bulleh Shah Paper Mill (BSPM) Multan Cantt. - 60000, Pakistan
10-km Kasur Kot Radhakishan Road, Tel. & Fax :(061) 4504553
District Kasur, Pakistan
2nd Floor, Sitara Tower, Bilal Chowk,
Tel. : (049) 2717335 - 43
Civil Lines, Faisalabad - 38000, Pakistan
Fax : (049) 2717220
Tel. & Fax : (041) 2629417, 0300-4002685

Karachi Factory
Uzair Enterprises
Plot No. 6 & 6/1, Sector 28,
Teer Chowk Bhuta Road,
Korangi Industrial Area,
Sukkur - 65200, Pakistan
Karachi-74900, Pakistan
Tel. & Fax : (071) 5616138
Tel. : (021) 35045320, 35045310
Fax : (021) 35045330 19
M. Hamza Traders
15-D Gul Plaza,
Opp: Charsadda Bus Stand,
Registered Office & Peshawar-25000, Pakistan
Regional Sales Office Cell : 0301-8650486
Registered Office Tel. : (091) 2043719
4th Floor, The Forum
Suite No. 416 - 422, G-20, Block 9, Haq Brothers
Khayaban-e-Jami, Clifton, Tehsil Road, Jhelum-49600,
Karachi-75600, Pakistan Pakistan
PABX : (021) 35874047-49 Cell : 0321-5332095
: (021) 35378650-52 : 0333-5179706
: (021) 35831618, 35833011
Fax : (021) 35860251
Shares Registrar
Regional Sales Office FAMCO Associates (Pvt.) Limited
2nd Floor, G.D. Arcade 1st Floor, State Life Building No. 1-A
73-E, Fazal-ul-Haq Road, Blue Area, I. I. Chundrigar Road,
Islamabad-44000, Pakistan Karachi-74000, Pakistan
PABX : (051) 2276765 PABX : (021) 32420755, 32427012
: (051) 2276768 : (021) 32425467
: (051) 2278632 Fax : (021) 32426752
Fax : (051) 2829411

Web Presence
www.packages.com.pk
 Annual Report Packages Limited for the year 2009 Management Committees

Management Committees
Executive Committee Audit Committee
Syed Hyder Ali Chairman Shamim Ahmad Khan Chairman
(Non-Executive Director)
Syed Aslam Mehdi Member
Tariq Iqbal Khan Member
Khalid Yacob Member (Non-Executive Director)

Syed Shahid Ali Member

(Non-Executive Director)

Matti Ilmari Naakka Member

(Non-Executive Director)

Syed Aslam Mehdi Member

(Executive Director)

Adi J. Cawasji Secretary

Executive committee is involved in day to day operations Terms of reference of Audit Committee have been derived
of the company and is authorized to conduct every from Code of Corporate Governance applicable to listed
business except the businesses to be carried out by companies thereby Audit Committee shall, among other
Board of Directors as required by section 196 of The things, be responsible for recommending to the Board of
Companies Ordinance, 1984. The Executive Committee Directors the appointment of external auditors by the
meets periodically to review operating performance of company’s shareholders and shall consider any questions
the company against pre-defined objectives, commercial of resignation or removal of external auditors, audit fees
20 business decisions and investment and funding and provision by external auditors of any service to the
requirements. company in addition to audit of its financial statements.
In the absence of strong grounds to proceed otherwise,
the Board of Directors shall act in accordance with the
recommendations of the Audit Committee in all these
matters.

The terms of reference of the Audit Committee also

include the following:

a. determination of appropriate measures to safeguard

the company’s assets;

b. review of preliminary announcements of results prior

to publication;

c. review of quarterly, half-yearly and annual financial

statements of the company, prior to their approval
by the Board of Directors, focusing on:
• major judgmental areas;
• significant adjustments resulting from the audit;
• the going-concern assumption;
• any changes in accounting policies and practices;
• compliance with applicable accounting
standards; and
• compliance with listing regulations and other
statutory and regulatory requirements.

d. facilitating the external audit and discussion with

external auditors of major observations arising from
interim and final audits and any matter that the
 Remuneration and Appointments
Committee
Mr. Towfiq Habib Chinoy Chairman
(Non-Executive Director)

Syed Hyder Ali Member

(Executive Director)

Syed Aslam Mehdi Member

(Executive Director)

auditors may wish to highlight (in the absence of Remuneration and Appointments Committee is
management, where necessary); responsible for:
e. review of management letter issued by external (i) Performance review, succession and or appointment
auditors and management’s response thereto; to the office and remuneration of the Managing
f. ensuring coordination between the internal and Director and his direct reports, including retirements
external auditors of the company; and remunerations for their offices.

g. review of the scope and extent of internal audit 21

(ii) The overall system of remuneration and benefits for
and ensuring that the internal audit function has
senior management and functional heads.
adequate resources and is appropriately placed
within the company;
(iii) Succession and career development within the senior
h. consideration of major findings of internal management.
investigations and management’s response thereto;
i. ascertaining that the internal control system (iv) The size and composition of the Board including the
including financial and operational controls, “mix” of Executive and Non-Executive Directors.
accounting system and reporting structure are
adequate and effective; (v) Selection and nomination of Non-Executive Directors
j. review of the company’s statement on internal to the Board and the terms and conditions, wherever
control systems prior to endorsement by the Board applicable and if any, on which Non-Executive
of Directors; Directors are appointed and or hold office, for the
ultimate approval of the shareholders.
k. instituting special projects, value for money studies
or other investigations on any matter specified by
the Board of Directors, in consultation with the Chief
Executive and to consider remittance of any matter
to the external auditors or to any other external
body;
l. determination of compliance with relevant statutory
requirements;
m. monitoring compliance with the best practices of
corporate governance and identification of significant
violations thereof; and
n. consideration of any other issue or matter as may be
assigned by the Board of Directors.
 Annual Report Packages Limited for the year 2009 Management Committees

Business Strategy Committee System and Technology Committee

Syed Hyder Ali Chairman Syed Aslam Mehdi Chairman
(Executive Director) (Executive Director)

Syed Aslam Mehdi Member Khalid Yacob Member

(Executive Director) (Executive Director)

Khalid Yacob Member Suleman Javed Member

(Executive Director)

Business Strategy Committee is responsible for: System and Technology Committee is responsible for:

a) Formulation of business strategy, review of risks and a) Devising the I.T strategy within the Organization
their mitigation plan. to keep all information systems of the company
updated in a fast changing environment. This
b) Staying abreast of developments and trends in the
committee is also responsible for evaluating ERP
industry to assist the Board in planning for future
solutions, data archiving solutions to achieve
capital intensive investments and growth of the
company overall goal towards green office project.
22 company.
b) Reviewing and recommending information technology
c) Evaluation of proposed projects and funding thereof.
proposals suggested by Management.
d) Investment portfolio analysis and strategic business
c) Promoting awareness of all stakeholders on needs for
dimension.
investment in Technology and related research work.

d) Reviewing and assessing company’s systems

and procedures, recommending proposals on
technological innovations including plant up-
gradation, technology improvements etc. with
relevant cost benefit analysis.
Corporate Structure
Board of
Directors

Chief Executive &

Managing Director

General 23
Manager

Business Paper & Packaging Consumer

General
Segments Paperboard Conversion Products

Roll Covers
Paper & Board Folding Tissue
Business Units & Mechanical
Mills Lahore Carton Manufacturing
Fabrication

Bulleh Shah Flexible Tissue

Paper Mill Kasur Packaging Conversion

Corrugated
Carton

Roll Covers
Marketing & Paper & Board Packaging Consumer
& Mechanical
Sales Products Products Products
Fabrication

General Power Customer Research &

Finance
Departments Services Services Development

Enterprise
Liaison & Industrial Supply
Resource
Administration Relation Management
Planning (ERP)

Quality &
Human Resource
Environment Health Medical
Development
& Safety (EHS)
 Annual Report Packages Limited for the year 2009 Board of Directors

Board of Directors

Mr. Towfiq H. Chinoy Syed Hyder Ali Mr. Khalid Yacob

Mr. Chinoy, Non Executive Director, Mr. Ali joined Packages Limited in July Mr. Yacob joined Packages Limited in
has been associated with the 1987 and presently holds the position 1988 and currently holds the position
company as Chairman of the Board of Managing Director of the company. of Director and Finance Manager
of Directors since 2008. He also He holds directorship in several other of the company. He also holds
holds directorship of New Jubliee companies including IGI Insurance directorship of IGI Investment Bank
Insurance Company Limited, Pakistan Limited, Nestle Pakistan Limited, Limited, Packages Lanka (Private)
Cables Limited, BOC Pakistan Limited, Packages Lanka (Private) Limited, Limited, Tri-Pack Films Limited and IGI
New Jubilee Life Insurance Company Sanofi-Aventis Pakistan Limited and Funds Limited.
Limited, IGI Investment Bank Limited, Tri-Pack Films Limited.
24
Pakistan Business Council and HBL
Asset Management Limited besides
other engagements in several other
organizations.

Mr. Shamim Ahmad Khan Syed Aslam Mehdi

Mr. Khan is currently associated Mr. Mehdi joined the company in 1980
with the company as Non-executive and currently holds the position of
Director. He also holds directorship Director and General Manager of the
of several other companies including company. He also holds the position
Abbott Laboratories Pakistan Limited, of Director in DIC Pakistan Limited
BOC Pakistan Limited, IGI Insurance and Packages Lanka (Private) Limited.
Limited and Royal Bank of Scotland
Limited.
Mr. Matti Ilmari Naaka Mr. Mujeeb Rashid Mr. Shahid Aziz Siddiqui
Mr. Naaka is asscociated with the Mr. Rashid is currently associated Mr. Siddiqui has been associated
company as Non Executive Director. with the company as Non-executive with the company as Non-executive
He also holds senior management Director. He retired from active Director since 2008. He also holds
position in Stora Enso and possesses employment of the company in 2009 directorship of State Iife Insurance
immense knowledge and experience in and is currently serving as Managing Corporation of Pakistan, Sui Southern
paper industry. Director of Mitchells Fruit Farms Gas Company Limited, Fauji Fertilizer
Limited. Company Limited and Alpha
Insurance.

25

Syed Shahid Ali Mr. Tariq Iqbal Khan

Mr. Ali is currently associated with Mr. Khan is currently associated
the company as Non-executive as Non-Executive Director of the
Director. He also holds directorship company. He has more than 40 years
of several other companies including of experience in the areas of Finance,
Treet Corporation Limited, Treet Accounts, Capital Markets and
Power Limited, Loads Limited and IGI Corporate Sector, Mr. Khan has a vast
Insurance Limited. and diversified Board Room experience
of Banks, Financial sector, Fertilizer,
Chemical and Energy sectors, etc.
 Annual Report Packages Limited for the year 2009 Financial Analysis

Ten Year Summary

Year to
December, 31
(Rupees in million) 2009

ASSETS EMPLOYED:

3 Layer Blown Film Line Co-Extruder Fixed Assets at Cost 26,821

Packaging Division Accumulated Depreciation / Amortization 7,605
(2009) Net Fixed Assets 19,217

Capital Work-in-Progress 66
Other Assets 8,347
Current Assets 7,979
Current Liabilities 1,743
Net Current and Other Assets 14,583
Writing & Printing Paper Machine PM-7
Bulleh Shah Paper Mill Net Assets Employed 33,865
(2009)
FINANCED BY:
Paid up Capital 844
Reserves 20,967
Preference shares / convertible stock reserve 1,606

Tissue Machine PM-9 Shareholder’s Equity 23,417

Tissue Division
Deferred Liabilities 2,478
(2008)
Long-Term Liabilities 7,971
Long-Term & Deferred Liabilities 10,448
Total Funds Invested 33,865
26
Invoiced Sales 16,533
Brown Board Machine PM-6
Materials Consumed 8,685
Bulleh Shah Paper Mill Cost of Goods Sold 13,736
(2007) Gross Profit 307
Employees Remuneration 1,229
Profit / (Loss) from Operations * (384)
Profit before Tax 5,770
Profit after Tax 4,064
Cash dividend 274
Cash dividend % 32.50
New Champlain Lemanic Riviera Stock dividend -
Packaging Division Stock dividend % -
(2007)
Earning per Share - Rupees 48.16
Taxes, duties and levies 3,000
Market Value per Share - KSE 100 Index - Rupees 144.00
Break-up value per share - Rupees 258.49
Ordinary Cash Dividend per share - Rupees 3.25
Preference dividend / return per share - Rupees 8.92
Aganati Corrugator Machine No. of Shares (in thousand) 84,380
Packaging Division
(2007) KEY RATIOS:
Long Term Debt : Equity Ratio 25:75
Current Ratio 4.58
Inventory Turnover Ratio 3.54
Gross Profit Ratio (%) 1.86
Profit before Tax Ratio (%) 34.90
Roland 700 Double Coater
Return on Capital Employed (%) ** (0.24)
Printing Machine
Packaging Division
Interest Cover Ratio 5.51
(2004) Total Assets Turnover Ratio 0.46
Price - Earning Ratio 2.99
Debtor Turnover Ratio 9.44
Cash Dividend Yield (%) 2.26

* Excluding impairment charged on available for sale investments

** Excluding effect of capital gain and impairment loss, if any for comparison
 Year to Year to Year to Year to Year to Year to Year to Year to Six months to
December, 31 December, 31 December, 31 December, 31 December, 31 December, 31 December, 31 December, 31 December, 31
2008 2007 2006 2005 2004 2003 2002 2001 2000

17,634 15,890 8,074 7,659 7,248 6,882 6,512 5,774 5,361

6,323 5,502 4,984 4,633 4,277 3,928 3,547 3,131 2,749
11,311 10,388 3,090 3,026 2,971 2,954 2,965 2,643 2,612

8,155 7,801 10,143 3,266 330 345 197 445 257

8,645 10,413 6,026 770 749 685 601 536 825
6,923 4,837 3,414 4,559 2,425 2,171 2,187 2,530 2,217
5,617 1,965 2,312 2,336 1,749 1,098 1,700 2,043 2,187
9,952 13,285 7,128 2,993 1,425 1,757 1,088 1,023 856
29,418 31,473 20,361 9,285 4,726 5,056 4,251 4,112 3,725

844 734 699 699 475 475 475 475 453

15,429 17,437 12,974 7,037 3,716 3,157 2,344 2,021 1,833
- - - - - - - - -

16,273 18,171 13,673 7,736 4,192 3,633 2,819 2,497 2,286

841 956 688 547 527 567 481 534 548

12,304 12,347 6,000 1,001 6 857 950 1,081 892
13,145 13,302 6,688 1,548 534 1,423 1,431 1,615 1,439
29,418 31,473 20,361 9,285 4,726 5,056 4,251 4,112 3,725
27
14,301 10,540 9,028 8,163 6,893 6,293 5,361 5,158 2,238
7,639 5,108 4,247 3,521 2,710 2,263 1,926 1,912 858
11,281 7,829 6,552 5,746 4,678 4,242 3,672 3,549 1,575
943 1,199 1,295 1,353 1,309 1,194 950 891 354
1,033 835 758 651 576 551 507 471 218
405 588 758 902 789 718 474 474 222
(308) 4,633 6,348 1,330 1,187 1,037 797 514 242
(196) 4,326 6,101 1,015 958 814 655 425 193
- - 419 419 404 404 333 214 91
- - 60.00 60.00 85.00 85.00 70.00 45.00 20.00
- 110 35 - - - - - 23
- 15.00 5.00 - - - - - 5.00
(2.32) 58.96 87.30 16.24 19.68 17.11 13.79 8.94 4.07
2,534 2,141 1,926 1,765 1,472 1,426 1,286 1,213 499
81.19 363.80 210.00 202.00 198.85 167.90 88.50 60.50 66.00
192.85 247.65 195.66 110.71 88.18 76.42 59.31 52.52 50.49
- - 6.00 6.00 8.50 8.50 7.00 4.50 2.00
- - - - - - - - -
84,380 73,373 69,880 69,880 47,537 47,537 47,537 47,537 45,273

44:56 40:60 30:70 11:89 00:100 19:81 25:75 30:70 28:72

1.23 2.46 1.48 1.95 1.39 1.98 1.29 1.24 1.01
3.85 4.06 4.69 5.13 4.83 4.93 4.48 5.10 2.68
6.60 11.38 14.34 16.57 18.98 18.97 17.71 17.28 15.83
(2.15) 43.96 70.31 16.29 17.21 16.48 14.87 9.97 10.81
4.80 ** 6.25 ** 13.81 21.63 27.37 27.90 23.78 19.01 9.01
0.81 13.84 92.93 9.18 9.93 8.03 5.61 2.95 2.97
0.41 0.32 0.40 0.70 1.06 1.02 0.90 0.84 0.38
(34.98) 6.17 2.41 12.44 10.10 9.81 6.42 6.77 16.22
9.39 8.18 10.99 10.40 10.76 10.90 9.87 8.65 9.65
- - 2.86 2.97 4.27 5.06 7.91 7.44 3.03
 Annual Report Packages Limited for the year 2009 Financial Analysis

Value Added and its Distribution

The statement below shows value added by the operations of the company
and its distribution to the stakeholders

(Rupees in thousands)

2009 2008 2007

Wealth Generated
Sales 16,533,288 14,300,923 10,539,995
Dividend Income 313,087 948,879 646,650
Other Income-net of impairment 7,458,058 336,965 3,888,263
24,304,433 100% 15,586,767 100% 15,074,908 100%

Wealth Distributed
Bought-in-materials & services 14,732,969 61% 10,554,027 68% 7,406,146 49%

To Employees
Remuneration, benefits and facilities 1,228,876 5% 1,032,834 7% 834,623 6%

To Government
Income Tax, Sales Tax, Custom & Excise
Duties, Workers’ Funds, EOBI
Contribution, Professional &
28 Local Taxes 3,000,231 12% 2,533,637 16% 2,140,813 14%

To Providers of Capital
Cash dividend & bonus shares to
the shareholders 274,233 1% - 0% 110,060 1%
Mark-up & finance cost 1,278,433 5% 1,662,094 11% 367,378 2%

Retained for Reinvestment &

Future Growth
For expansion programme & operations
transferred to general reserve 3,789,691 16% (195,825) -1% 4,215,888 28%
24,304,433 100% 15,586,767 100% 15,074,908 100%

Wealth Generated & Distributed 2009

Value Added and its Distribution Employees

5%
2009
Government
12%
Shareholders
1%
Finance Cost
5%

Retained for Reinvestment & Future Growth

16%

Bought-in-materials & services

61%
Horizontal & Vertical Analysis

Horizontal Analysis
(Balance Sheet)
(Rupees in thousand) Variance%
2007 2008 2009 2008 vs 2007 2009 vs 2008

Share capital & reserves

Issued, subscribed and paid-up capital 733,735 843,795 843,795 15.00 -
Reserves 13,110,240 15,624,602 17,099,138 19.18 9.44
Preference shares / convertible stock - - 1,605,875 - 100.00
Unappropriated profit / (loss) 4,326,797 (195,825) 3,868,099 (104.53) 2,075.28

Non-current liabilities
Long-term finances 12,346,500 12,304,400 7,970,577 (0.34) (35.22)
Deferred liabilities 955,790 840,788 2,477,852 (12.03) 194.71

Current liabilities
Current portion of long-term finances - 550,000 - 100.00 (100.00)
Finances under mark up arrangements - secured 401,019 2,587,819 86,496 545.31 (96.66)
Trade and other payables 1,564,362 1,461,904 1,656,197 (6.55) 13.29
Liabilities directly associated with non-current assets
classified as held-for-sale - advance against sale of shares - 1,017,150 - 100.00 (100.00)
Total 33,438,443 35,034,633 35,608,029 4.77 1.64
29

Vertical Analysis
(Balance Sheet)
(Rupees in thousand) Percentage
2008 2009 2008 2009

Share capital & reserves

Issued, subscribed and paid-up capital 843,795 843,795 2.41 2.37
Reserves 15,624,602 17,099,138 44.60 48.02
Preference shares / convertible stock - 1,605,875 - 4.51
Unappropriated profit / (loss) (195,825) 3,868,099 (0.56) 10.86

Non-current liabilities
Long-term finances 12,304,400 7,970,577 35.12 22.38
Deferred liabilities 840,788 2,477,852 2.40 6.96

Current liabilities
Current portion of long-term finances 550,000 - 1.57 -
Finances under mark up arrangements - secured 2,587,819 86,496 7.39 0.24
Trade and other payables 1,461,904 1,656,197 4.17 4.65
Liabilities directly associated with non-current assets
classified as held-for-sale - advance against sale of shares 1,017,150 - 2.90 -
Total 35,034,633 35,608,029 100.00 100.00
 Annual Report Packages Limited for the year 2009 Financial Analysis

Horizontal Analysis
(Balance Sheet)
(Rupees in thousand) Variance%
2007 2008 2009 2008 vs 2007 2009 vs 2008

ASSETS
Non-current assets
Property, plant and equipment 10,361,253 11,285,293 19,161,332 8.92 69.79
Intangible assets 363 241 137 (33.61) (43.15)
Investment property 26,055 25,294 55,335 (2.92) 118.77
Capital work-in-progress 7,800,683 8,155,239 65,578 4.55 (99.20)
Investments 10,080,259 8,362,485 8,099,401 (17.04) (3.15)
Long-term loans and deposits 244,166 155,102 139,577 (36.48) (10.01)
Retirement benefits 88,262 127,518 107,900 44.48 (15.38)

Current assets
Stores and spares 715,840 841,487 870,951 17.55 3.50
Stock-in-trade 2,206,191 3,652,261 4,102,396 65.55 12.32
Trade debts 1,288,928 1,523,049 1,752,216 18.16 15.05
Loans, advances, deposits, prepayments
and other receivables 525,421 692,076 797,486 31.72 15.23
Cash and bank balances 101,022 199,188 455,720 97.17 128.79
Non-current assets classified as held-for-sale
- investment in related party - 15,400 - 100.00 (100.00)
30 Total 33,438,443 35,034,633 35,608,029 4.77 1.64

Vertical Analysis
(Balance Sheet)
(Rupees in thousand) Percentage
2008 2009 2008 2009

ASSETS
Non-current assets
Property, plant and equipment 11,285,293 19,161,332 32.21 53.81
Intangible assets 241 137 0.00 0.00
Investment property 25,294 55,335 0.07 0.16
Capital work-in-progress 8,155,239 65,578 23.30 0.18
Investments 8,362,485 8,099,401 23.88 22.75
Long-term loans and deposits 155,102 139,577 0.45 0.39
Retirement benefits 127,518 107,900 0.36 0.30

Current assets
Stores and spares 841,487 870,951 2.40 2.45
Stock-in-trade 3,652,261 4,102,396 10.42 11.52
Trade debts 1,523,049 1,752,216 4.35 4.92
Loans, advances, deposits, prepayments and other receivables 692,076 797,486 1.98 2.24
Cash and bank balances 199,188 455,720 0.57 1.28
Non-current assets classified as held-for-sale
- investment in related party 15,400 - 0.04 -
Total 35,034,633 35,608,029 100.00 100.00
Horizontal Analysis
(Profit and Loss Account)
(Rupees in thousand) Variance%
2007 2008 2009 2008 vs 2007 2009 vs 2008

Local sales 10,365,224 13,697,837 15,775,713 32.15 15

Export sales 174,771 603,086 757,575 245.07 26
Gross Sales 10,539,995 14,300,923 16,533,288 35.68 16
Sales tax and excise duty (1,501,230) (2,056,475) (2,466,027) 36.99 20
Commission (10,130) (19,669) (23,428) 94.17 19
Net Sales 9,028,635 12,224,779 14,043,833 35.40 15
Cost of sales (7,829,362) (11,281,480) (13,736,498) 44.09 22
Gross profit 1,199,273 943,299 307,335 (21.34) (67)
Administrative expenses (348,064) (512,189) (467,582) 47.15 (9)
Distribution and marketing costs (240,357) (362,425) (444,210) 50.79 23
Other operating expenses (145,439) (324) (118,682) (99.78) 36,530
Other operating income 122,185 336,965 385,299 175.78 14
Impairment charged on available for sale investment - - (1,793,991) - 100
Profit / (loss) from operations 587,598 405,326 (2,131,831) (31.02) (626)
Finance costs (367,378) (1,662,094) (1,278,433) 352.42 (23)
Investment income 4,412,728 948,879 9,179,837 (78.50) 867
Profit / (loss) before tax 4,632,948 (307,889) 5,769,573 (106.65) (1,974)
Taxation (307,000) 112,064 (1,705,649) (136.50) 1,622
Profit / (loss) for the year 4,325,948 (195,825) 4,063,924 (104.53) 2,175
EPS - basic 51.27 (2.32) 48.16 - -
EPS - diluted - - 45.14 - -
31

Vertical Analysis
(Profit and Loss Account)
(Rupees in thousand) Percentage
2008 2009 2008 2009

Local sales 13,697,837 15,775,713 95.78 95.42

Export sales 603,086 757,575 4.22 4.58
Gross Sales 14,300,923 16,533,288 100 100
Sales tax and excise duty (2,056,475) (2,466,027) (14.38) (14.92)
Commission (19,669) (23,428) (0.14) (0.14)
Net Sales 12,224,779 14,043,833 85 85
Cost of sales (11,281,480) (13,736,498) (78.89) (83.08)
Gross profit 943,299 307,335 6.60 1.86
Administrative expenses (512,189) (467,582) (3.58) (2.83)
Distribution and marketing costs (362,425) (444,210) (2.53) (2.69)
Other operating expenses (324) (118,682) (0.00) (0.72)
Other operating income 336,965 385,299 2.36 2.33
Impairment charged on available for sale investment - (1,793,991) - (10.85)
Profit / (loss) from operations 405,326 (2,131,831) 2.83 (12.89)
Finance costs (1,662,094) (1,278,433) (11.62) (7.73)
Investment income 948,879 9,179,837 6.64 55.52
(Loss) / profit before tax (307,889) 5,769,573 (2.15) 34.90
Taxation 112,064 (1,705,649) 0.78 (10.32)
(Loss) / profit before tax (195,825) 4,063,924 (1.37) 24.58
EPS - basic (2.32) 48.16 - -
EPS - diluted - 45.14 - -
 Annual Report Packages Limited for the year 2009 Financial Analysis

Sources and Application of Funds

Over the last six years
2009 2008 2007 2006 2005 2004
( Rupees in thousand )
Cash flows from operating activities
Cash generated from / (used in) operations 618,112 (708,816) 326,117 774,099 1,110,401 950,098
Finance cost paid (1,479,667) (1,800,985) (1,051,738) (38,270) (163,273) (142,422)
Taxes paid (285,615) (220,937) (139,191) (194,335) (334,969) (9,543)
Payments for accumulating compensated absences (6,971) (12,268) (6,783) (7,299) (7,199) (3,951)
Retirement benefits paid (44,236) (35,564) (30,339) (27,384) (27,215) (25,249)
Net cash (used in) / generated from operating activities (1,198,377) (2,778,570) (901,934) 506,811 577,745 768,933

Cash flows from investing activities

Fixed capital expenditure (972,975) (2,447,617) (4,841,392) (7,325,683) (3,408,463) (470,598)
Investment (10,000) - (12,903) (20,504) - (49,999)
Advance against disposal of investments - 1,017,150 - - - -
Net decrease / (increase) in long term loans and deposits 15,525 89,064 (63,548) (164,418) (10,360) (1,859)
Proceeds from disposal of property, plant and equipment 23,543 21,252 48,401 12,493 17,376 19,406
Proceeds from disposal of investments 7,865,000 - 71,428 - 9,360 -
Dividends received 313,087 948,879 646,650 822,990 576,262 535,836
Net cash generated from / (used in) investing activities 7,234,180 (371,272) (4,151,364) (6,675,122) (2,815,825) 32,786

Cash flows from financing activities

Payment of long-term finances (7,354,400) - - - (1,454,870) (60,238)
32 Proceeds from long-term finances - - 6,346,500 5,000,000 1,600,000 -
Proceeds from issuance of preference
shares / convertible stock - net 4,076,452 - - - - -
Proceeds from Ijarah finance - 1,061,208 - - - -
Payment of finance lease liabilities - - (851) (5,159) (4,801) (26,877)
Proceeds from issue of ordinary shares - - - - 3,006,788 -
Dividend paid - - (418,194) (417,914) (402,496) (402,966)
Net cash (used in) / generated from financing activities (3,277,948) 1,061,208 5,927,455 4,576,927 2,744,621 (490,081)
Net increase / (decrease) in cash and cash equivalents 2,757,855 (2,088,634) 874,157 (1,591,384) 506,541 311,638
Cash and cash equivalents at the beginning of the year (2,388,631) (299,997) (1,174,154) 417,230 (89,311) (400,949)
Cash and cash equivalents at the end of the year 369,224 (2,388,631) (299,997) (1,174,154) 417,230 (89,311)
Corporate Calendar - 2009
Major Events and Meetings Date

BOD meeting to consider acquisition

of non-voting ordinary shares of
Tetra Pak Pakistan Limited 3rd January, 2009

Disposal of Shareholding in
Tetra Pak Pakistan Limited (TPPL) 12th January, 2009

Commencement of Commercial Production

of Paper Machine (PM-7) 1st March, 2009

Partial Prepayment of Syndicate Loan 7th March, 2009

Audit Committee and BOD meeting to

consider annual accounts of the company
for the year ended December 31, 2008 16th March, 2009

BOD meeting to consider issuance of

preference shares / convertible stock to
International Finance Corporation 20th March, 2009

Annual General Meeting of shareholders to

consider annual accounts of the company
for the year ended December 31, 2008 21st April, 2009
33
Audit Committee and BOD meeting to
consider quarterly accounts of the company
for the quarter ended March 31, 2009 21st April, 2009

Extraordinary General Meeting of shareholders

to consider amendments in
Memorandum & Articles of Association 26th May, 2009

Issuance of preference shares / convertible stock

to International Finance Corporation 15th July, 2009

Audit Committee and BOD meeting to consider

half yearly accounts of the company for
the half year ended June 30, 2009 17th August, 2009

Audit Committee and BOD meeting to consider

nine months accounts of the company for
the nine months ended September 30, 2009 24th October, 2009

Commencement of Commercial Production

of New Extrusion Machine 30th November, 2009

Commencement of Commercial Operations

of 41MW Power Plant 1st December, 2009

BOD meeting to consider investment in

cash management mutual funds for
short term liquidity management 29th December, 2009
 Annual Report Packages Limited for the year 2009 Vision, Mission & Policies

Vision, Mission
& Policies
Mission Statement Environment, Health and
Safety Policy
To be a leader in the markets we serve by providing
quality products and superior service to our
The management of Packages Limited realizes
customers, while learning from their feed back
that we live in a world where resources are finite
to set even higher standards for our products.
and the eco-system has a limited capacity to
To be a company that continuously enhances
absorb the load mankind is placing on it. That is
its superior technological competence to provide
why it is our belief that we must do everything
innovative solutions to customer needs. To be
practically possible to lessen the load we place
a company that attracts and retains outstanding
34 on the environment and make every effort so
people by creating a culture that fosters openness
that sustainable development becomes a reality.
and innovation, promotes individual growth and
Packages Limited has formulated its environment,
rewards initiative and performance. To be a company
health and safety (EHS) policy to address these
which combines its people, technology, management
issues in a more effective way. It is very clear to
systems and market opportunities to achieve
us that these objectives cannot be realized by the
profitable growth while providing fair returns to
efforts of the management alone. While the general
its investors. To be a company that endeavors to
directions are to be provided by the management,
set the highest standards in corporate ethics in
the help of all the employees will be required
serving the society.
to transform these ambitions into reality. It is
expected that all employees will do their best to

Vision and Objectives

implement the policy in its true spirit.

Position ourselves to be a regional player of

quality packaging, paper & paperboard and consumer
products. To improve on contemporary measures
including cost, quality, service, speed of delivery
and mobilization. Keep investing in technology,
systems and human resource to effectively meet
the challenges every new dawn brings. Develop
relationships with all our stakeholders based on
sustainable cooperation, upholding ethical values,
which the shareholders, management and employees
represent and continuously strive for.
Environment, Health and
Safety Policy Statement
Packages Limited shall: Employees must avoid conflicts of interest
between their private financial activities and
1. Minimize its environmental impact, as is
conduct of company business.
economically and practically possible.
All business transactions on behalf of Packages
2. Save raw materials including energy, water and
Limited must be reflected accordingly in the
avoid waste.
accounts of the company.The image and reputation
3. Ensure that all its present and future of Packages Limited is determined by the way each
activities are conducted safely, without and every one of us acts and conducts himself /
endangering the health of its employees, its
herself at all times.
customers and the public.
We are an equal opportunity employer. Our
4. Develop plans and procedures and provide
employees are entitled to a safe and healthy
resources to successfully implement this
workplace.
policy and for dealing effectively with any
emergency. Every manager and supervisor shall be responsible
35
5. Provide environmental, health and safety training to see that there is no violation of laws within
to all employees and other relevant persons to his / her area of responsibility which proper
enable them to carry out their duties safely supervision could have prevented. The manager and
without causing harm to themselves, to other supervisor shall still be responsible if he / she
individuals and to the environment. delegates particular tasks.
6. Ensure that all its activities comply with
national environmental, health and safety Quality Policy
regulations.

This policy shall be reviewed as and when required We at Packages Limited are committed to
for the betterment of the same. produce quality products which conform to
our customersÕ requirements and strengthen
our position as a quality managed company. Our
Statement of Ethical pledge is to provide the market with the best

Practices
quality products at competitive prices through
a customer driven and service oriented, dynamic
management team. To meet this obligation, the

It is the basic principle of Packages Limited to company will continue updating of employee skills

obey the law of the land and comply with its legal by training, acquisition of new technology and

system. Accordingly every director and employee regular reevaluation of its quality control and

of the company shall obey the law. Any director assurance systems. Appropriate resources of the

and employee guilty of violation will be liable to company will be directed towards achieving the

disciplinary consequences because of the violation quality goals through employeesÕ participation.

of his / her duties.

 Annual Report Packages Limited for the year 2009 Corporate Social Responsibility

Corporate Social
Responsibility

36

We work with Government and

other organizations to meet our legal
and civic obligations and contribute
towards the development of conveniently. Such arrangement surrounding area. To maintain clean
country’s economy. We strive to directly benefits hundreds of farmers environment for the people living
be a good corporate citizen by being by providing them with an additional in surrounding areas of our Kasur
an active member of society and source of income from a by product Mill, Packages Limited has invested
through our contribution towards of wheat crop that would otherwise approximately Rs. 476 million for
society in various roles. have been wasted. Our Paper and installation of Effluent Treatment
Board Mill recycles around 45,000 Plant. Being an environment friendly
Wheat Straw and Waste Paper metric tons of Waste Paper annually, corporate, we have also subscribed
are the basic raw materials for the the major proportion of which is to Green Office Project of “World
production of Paper and Boards procured locally, thereby contributing Wide Fund for Nature”
manufactured by us. We collect towards the environmental
almost 100,000 metric tons of cleanliness and also supporting the The Company supports sports and
wheat straw annually and the low income masses in earning their health related activities. We regularly
expansion in production capacity livelihood. support Gulab Devi Hospital,
will increase this requirement by Liaquat National Hospital and
three folds in the foreseeable future. We have also expanded our activities Shalimar Hospital. Besides this, the
The wheat straw collection through at a completely new site near Kasur. Company regularly renders financial
a network of procurement and The new plant is offering not only support to social causes and related
collection centers located in towns employment to about 700 people activities through sponsorships
and villages near the growers’ fields but is also contributing towards and advertisements. In the year
helps them in selling the straw economic progress of the 2009 company has also donated
 Expanding our concept
of what it means to be
human...

37

towards rehabilitation of Mentally Packages Limited regularly organizes

and Emotionally handicapped Jaffer Memorial Hockey Tournament
children and Internally Displaced to promote this National Sport
Persons (IDPs) of Swat. Company of Pakistan. This tournament is
has also invested for well-being of organized annually at the school level
community living around Bulleh Shah with the participation of around 50 For better health care of employees
Paper Mill through reconditioning of teams from various schools. Company has setup a Gymnasium
area’s school buildings during the with state of the art fitness
year 2009. We annually organize a Rose equipment under supervision of
Festival at the head office where qualified trainers. Company has also
Packages Limited is one of the hundreds of varieties of roses set up Sports facility which caters
platinum rated training providers for are on display. More than 10,000 for various indoor games such as
‘Association of Chartered Certified people visit our Rose Garden every Badminton, Squash, Table tennis etc.
Accountants (ACCA), UK’. Such year. We also donate rose plants and outdoor games such as Cricket,
training is a mandatory experience to institutions, who desire to grow Football and Hockey etc.
requirement for this qualification, them and beautify their premises.
and our support to this program The Company also sponsors Annual Company is looking forward for
is aimed at producing high quality Chrysanthemum and Spring Flowers further initiatives in its Corporate
human resource for the country. shows in Lahore organized by The Social Responsibility Program in the
We are also providing necessary Horticultural Society of Pakistan. The near term.
apprenticeship to industrial diploma Company also organizes a Women
holders to nurture their technical and Children Mela for the local
skill set. community every year.
 Annual Report Packages Limited for the year 2009 Notice of Annual General Meeting

Notice of Annual General Meeting

Notice is hereby given that the 55th Annual General Notes :
Meeting of Packages Limited will be held at the Beach
Luxury Hotel, Moulvi Tamizuddin Khan Road, Karachi on 1. The Share Transfer Books of the company will remain
Tuesday, April 20, 2010 at 10.30 a.m. to transact the closed from April 12, 2010 to April 20, 2010 (both
following ordinary business :- days inclusive). Transfers received in order by our
Shares Registrar, FAMCO Associates (Pvt.) Limited,
1. To confirm the minutes of the Extraordinary General 1st Floor, State Life Building No. 1-A, I. I. Chundrigar
Meeting held on May 26, 2009. Road, Karachi-74000 by the close of business
on April 9, 2010 will be considered in time for
2. To receive, consider and adopt the audited financial entitlement of dividend on the ordinary shares.
statements of the company together with the
Directors’ and Auditors’ Reports thereon for the year 2. A member entitled to attend and vote at the meeting
ended December 31, 2009. may appoint a proxy in writing to attend the meeting
and vote on the member’s behalf.
3. To provide/declare a dividend for the year ended
December 31, 2009 as recommended by the Board 3. Duly completed forms of proxy must be deposited
of Directors :- with the Company Secretary at the Registered Office
of the company at 4th Floor, The Forum, Suite #
a) to the preference shareholder (International 416-422, G-20, Block 9, Khayaban-e-Jami, Clifton,
Finance Corporation) at the pro-rata rate of Karachi-75600 not later than 48 hours before the
approximately Rs. 8.92 per preference share/ time appointed for the meeting.
38 convertible stock of Rs. 190 each in terms of
the Subscription Agreement between Packages 4. Shareholders are requested to notify any change in
Limited and International Finance Corporation; their addresses immediately.
and
5. Members who have not yet submitted photocopy
b) to the ordinary shareholders at the rate of of their valid computerized national identity cards to
Rs. 3.25 per ordinary share of Rs. 10 each. the company are requested to send the same at the
earliest.
4. To appoint Auditors for the year 2010 and to fix their
remuneration. 6. CDC account holders will further have to follow the
guidelines as laid down in Circular No.1 dated January
(Messrs A. F. Ferguson & Co., Chartered Accountants, 26, 2000 issued by the Securities and Exchange
retire and have offered themselves for re- Commission of Pakistan.
appointment).
7. Form of proxy is attached in the Annual Report.
By Order of the Board

Karachi Adi J. Cawasji

February 16, 2010 Company Secretary
 39

Enhancing what it is to
advance towards what
it will be

- our collective success

‘Copymate’ and
‘Copymate Plus’
 Annual Report Packages Limited for the year 2009 Directors’ Report

Directors’ Report
to the Shareholders

The Board of Directors are pleased to submit their Annual This has been a challenging year for your company
Report along with the audited financial statements of the as it marched towards operational optimization of
company for the year ended December 31, 2009. its enhanced production capacity at the new site. In
spite of adverse economic factors, your company has
Performance Outlook registered the highest ever gross sales of Rs. 16.5 billion
representing 15% increase as compared to last year.
Economic Overview
On the export front, company’s sales have reached Rs.
During the last fiscal year, stress on macroeconomic 757 million (2008: 603 million) which is indicative of its
stability mainly emanated from power and gas shortages, internationally competitive product quality. The lower
trade deficit, balance of payment, inter-corporate circular EBITDA is due to startup of the writing/printing paper
debt and food and non-food inflation resulting in a production and the 41MW power plant.
perceptible slowdown in the overall economic activity.
However, steps taken by the Government and the State Operational Performance
Bank of Pakistan have alleviated the stress considerably,
Packages Limited has maintained vertical integration
although much has still to be achieved.
across various business segments namely Paper and
Paperboard Mills, Packaging and Consumer Products. A
Financial Performance
review of its operations across different business units is
2009 2008
as follows:
40 (Rupees in million)

Invoiced Sales-Gross 16,533 14,300 Paper & Board Operations

Invoiced Sales-Net 14,044 12,225 Paper & Board Operations - Lahore has registered a top
EBITDA (from operations) 719 954 line growth of 4.8% with an increase in EBITDA by 2.62
Depreciation and amortization (1,323) (886) times as compared to 2008 values, achieved through
Finance cost (1,278) (1,662) product cost rationalization. During the current year, the
Investment income 9,180 949 company has successfully completed its second phase of
Other operating expenses/ expansion at Bulleh Shah Paper Mill (BSPM) comprising
Income (net) 220 337 Paper Machine (PM-7) for writing/printing paper, Deinking
Impairment loss-net (1,748) - Pulp Plant, 41 MW Power House, Steam Turbine, and
Profit / (loss) before tax 5,770 (308) Secondary Effluent Treatment at a cost of Rs. 8.681
Profit / (loss) after tax 4,064 (196) billion. With this capitalization, combined paper & paper
Basic Earnings per share - rupees 48.16 (2.32) board production capacity has increased to 308,950 tons

Return on Capital Employed and Shareholder’s Equity

Invoiced Sales (Percentage)
(Rs. in Million)
27.4
22.8
16,533

21.6
14,301

14.8
13.8
13.1
10,540

6.2
9,028

4.8
4.4
8,163
6,893

(0.3)
(1.2)

(13.0)

2004 2005 2006 2007 2008 2009

2004 2005 2006 2007 2008 2009
Return on Shareholder’s Equity | Return on Capital Employed
per annum. The company is taking a number of initiatives optimization of product range, reduction of operating
for creating customer awareness of the products of its costs including process waste and overhead costs during
new Paper Machine (PM-7) including establishment of the year 2009. Focus on efficient inventory management
distribution networks, institutional marketing and brand has also yielded better results as prices of imported
awareness campaigns. Paper Machine (PM-7) is currently raw material remained volatile throughout the year. In
producing various variants of writing and printing paper consideration of rising demand, the company has also
including photocopy paper, publishing paper, note pads installed a new extrusion machine in its flexible packaging
and exercise note books. The company has launched its operations in October 2009 with production capacity
photocopy paper under the brand names of ‘Copymate’ of 4,800 tons per annum. Moving forward, Packaging
and ‘Copymate Plus’ during the year that is expected to business is planning to improve margins through increase
expand its market share in the coming years. During the in customer base, enhancing its business share with
first year of its operation, due to machine optimization in existing customers, new product developments and
progress, the margins have been adversely affected. The further cost optimization.
management is working towards optimization of PM-7
and its back processes. Consumer Products Division
Consumer Products Division has achieved sales growth
We are pleased to report that Paper Machine (PM-6) at of 37% during the 2009 over the corresponding period
Bulleh Shah Paper Mill (BSPM) has started operating at its with export values three times more than the 2008
name plate capacity during the year 2009. Consequently, values despite gas shortages resulting in higher cost
EBITDA of the machine has increased by 6 times over of production thus affecting the export business. This
2008 values. growth is mainly attributable to enhanced production
capacity available to the company through installation of 41
The medium term business strategy of the company in new tissue paper manufacturing machine with production
this segment is profitable growth coupled with aggressive capacity of 33,000 tons in September 2008 (total
capacity utilization to take maximum advantage of production capacity 41,000 tons per annum) that has
the economies of scale. Management is also focusing enabled the company to exploit opportunities available in
on product range diversification, operating cost international market particularly Middle East. During the
rationalization and aggressive product sales & distribution year, your company has also registered 22% sales growth
to improve profitability position. in the local market through focused Sales & Distribution
activities, customer focused product developments and
Packaging Business effective marketing and trade promotion techniques.
Packaging Business comprises folding cartons, flexible Moving forward, the management is working hard
packaging and corrugated cartons. Packaging business has to further capitalize on the opportunities of business
achieved sales growth of 8% despite liquidity and energy expansion.
constraints and has maintained its margins through

Fixed Assets and Capital Work in Progress at Cost Earnings Per Share
(Rs. in Million) (Rupees)
26,887

87.30
25,790
23,690

58.96
18,218

48.16
10,925

19.68

16.24
7,578

(2.32)

2004 2005 2006 2007 2008 2009 2004 2005 2006 2007 2008 2009
 Annual Report Packages Limited for the year 2009 Directors’ Report

Financial Management shareholding in Nestle Pakistan Limited that is considered

as other than temporary. The company also has reversed
Cash flow Management
impairment loss of Rs.46.371 million in respect of its
The company has an effective Cash Flow Management investment in a foreign subsidiary operating in Sri Lanka
System in place whereby cash inflows and outflows are namely “Packages Lanka (Private) Limited” in consideration
projected on regular basis. Working capital requirements of the improving profitability position of the said company
are planned to be financed through internal cash emanating from operational growth and restructuring.
generations and short-term borrowings from external
sources where necessary. The Board is satisfied that there are no short or long-term
financial constraints including accessibility to credit and
In March 2009, your company eased its local currency
a strong balance sheet with December 2009 long-term
debt burden through partial prepayment of long-term
debt: equity ratio at 25:75.
loans and short-term working capital lines out of sale
proceeds of USD 115 million realized from disposal of its
entire shareholding in Tetra Pak Pakistan Limited.
Risk Mitigation
Credit Risk
In July 2009, your company issued a 10% local currency
All financial assets of the company, except cash in hand,
cumulative convertible preference shares/convertible
are subject to credit risk. The company believes that it is
stock at the rate of PKR 190/share amounting to USD
not exposed to major concentration of credit risk. Exposure
50M including conversion of its existing USD 30M foreign
is managed through application of credit limits to its
currency loan to IFC.
customers secured by and diversification of investment
The investment portfolio of the company is fairly diversified portfolio placed with ‘A’ ranked banks and financial
42 as reflected by equity participation in Nestle Pakistan institutions.
Limited, Tri-Pack Films Limited, DIC Pakistan Limited and
Packages Lanka (Private) Limited. These investments are
Liquidity Risk
aimed at tapping the positive developments in the FMCG Prudent liquidity risk management ensures availability of
sector. During the year 2009, Packages Limited reviewed sufficient funds for meeting contractual commitments.
the carrying amount of its investment portfolio to assess The company’s fund management strategy aims at
whether there was any indication of possible impairment managing liquidity risk through internal cash generation and
in their carrying values as per treatments laid down in IAS committed credit lines with financial institutions.
36 and 39. In view of the erosion in the value of equity
Interest Rate Risk
securities, the carrying amount of “Available for Sale
Investment” in Nestle Pakistan Limited was assessed to Variable rate long-term financing is hedged against interest
be higher than its recoverable amount. Consequently, an rate risk by holding “prepayment option”, which can be
impairment loss of Rs. 1,794 million has been recognized exercised upon any adverse movement in the underlying
by the company in its Profit and Loss account on its interest rates.

Market Price Per Share and Break-up Value Per Share

Current Ratio
363.80
4.58

247.65
258.49
210.00
202.00
198.85

192.85

195.66
2.46

144.00
1.95

1.48
1.39

81.19
1.23

110.71

88.18

2004 2005 2006 2007 2008 2009

2004 2005 2006 2007 2008 2009
Brek-upValue Per Share | Market Value Per Share
Foreign Exchange Risk producing writing & printing paper out of recycled paper
that reduces pressure on forestry. The company is also
Foreign currency risk arises mainly where receivables and
subscribing to Green Office Project of ‘World Wide Fund
payables exist due to transactions in foreign currencies.
for Nature’. This would enable us to be recognized as an
The company is mainly exposed to short-term USD/
environmental friendly company. This has potential for
PKR parity on its import of raw materials and plant and
future business development as well.
machinery.

Capital Management Quality Management

During the year, your company has undergone successful
The company’s policy is to maintain a strong capital base
surveillance audit of its Quality Management System ISO
so as to maintain investor, creditor and market confidence
9001:2000 and HACCP re-certification of its carton
and to sustain future development of the business. There
and flexible packaging businesses. The company has also
were no changes to the company’s approach to capital
taken initiative to reduce production losses and improve
management during the year and the company is not
machine efficiency by starting the implementation of Total
subject to externally imposed capital requirements.
Productive Maintenance (TPM) across production functions
which is expected to complete by the end of 2011 with the
Production Facilities
help of foreign consultants.
Performance of our production facilities was excellent with
unprecedented levels of output. Future Outlook
Our team continued to improve efficiencies through A review of the paper and paperboard market indicates
harmonized efforts, eliminating wastage and avoidance that Pakistan’s consumption pattern is around 6 kg per
of shutdowns on numerous occasions. The company is capita which is 1/10th of the world average. It is for this 43
determined to continue its focus on maximum capacity reason that the company, taking a long-term view, decided
utilization for sustained profitability and to maintain its to establish a new paper & board production site with the
position as the leading paper and board manufacturer in requisite infrastructure in Kasur. The Bulleh Shah Paper Mill,
the Country. which has a potential capacity of more than 500,000 tons
per annum, shall satisfy the long-term demand ensuing
Environmental Standards from increasing urbanization, population growth, changing
The company is fully committed towards environmental lifestyles of the rural population in the country and
safety and has obtained re-certification of ISO 14001 shifting trends from non-packaged to packed products.
during the year. Your company has invested approximately Your company, as a premier paper and board supplier, is
Rs. 476 million for installation of Effluent Treatment Plant well equipped to take advantage of this growth potential
in its Bulleh Shah Paper Mill. Through installation of De- provided the macroeconomic indicators of the country
inking Plant, your company has achieved the capability of move in the positive direction.

Long-Term Debt Equity Ratio Inventory and Debtor Turnover in Days

100

89

103
95
75

90
70

60

78
76
56

71
44
40
30

25

45

39

39
35

33
34
11
0

2004 2005 2006 2007 2008 2009 2004 2005 2006 2007 2008 2009
Debt | Equity Debtor Turnover (Days) | Inventory Turnover (Days)
 Annual Report Packages Limited for the year 2009 Directors’ Report

Appropriation Compliance with the Code of

As mentioned above that company’s Earnings before Corporate Governance
Interest, Tax, Depreciation and amortisation (EBITDA) The requirements of the Code of Corporate Governance
from operations remained under pressure during the set out by the Karachi, Lahore and Islamabad Stock
year 2009 because of start-up of writing & printing Exchanges in their Listing Regulations, relevant for the
paper machine (PM-7) and 41MW power plant. Moreover, year ended December 31, 2009 have been adopted by the
increased finance costs and depreciation charges resulting company and have been duly complied with. A Statement
from capitalization have offset substantial increase in to this effect is annexed to the Report.
sales and dividend income during the year. However,
company has recognized a capital gain of Rs. 8,867 million Material Changes
on disposal of its investment in Tetra Pak Pakistan Limited
There have been no material changes since December
as partially offset against impairment loss of Rs.1,794
31, 2009 and the company has not entered into any
million on its available for sale investments during the
commitment, which would affect its financial position
year.
at the date except for those mentioned in the audited
In consideration of continuous support of shareholders financial statements of the company for the year ended
during the period of large investment in Bulleh Shah Paper December 31, 2009.
Mill (BSPM) for the long-term sustainable future of the
company, Directors recommend cash dividend of 32.5 Meetings of Board of Directors
percent (i.e. Rs. 3.25 per share) on ordinary share capital There is no change in the composition of Board of
of the company. Directors of the company during 2009 as compared
Accordingly following appropriations have been made: to previous year. During the year 2009, Seven Board
44
meetings were held and the number of meetings attended
(Rupees in thousand) by each Director is given hereunder:-

Profit after tax for the year 2009 S.No. Name of Director No. of Meetings
after appropriation of preference Attended
dividend/ return of Rs. 193.4M 4,063,924
1. Mr. Towfiq Habib Chinoy
Un-appropriated profit/ (loss) as at
(Chairman) 6
December 31, 2008 (195,825)
2. Syed Hyder Ali
Available for appropriation 3,868,099
(Chief Executive and Managing Director) 6
Cash Dividend 274, 233
Transfer to General Reserve 3,000,000 3. Mr. Khalid Yacob 4
To be carried forward to 2010 593,866 4. Mr. Matti Ilmari Naakka -

5. Mr. Mujeeb Rashid 2

Auditors
6. Mr. Shahid Aziz Siddiqui
The present auditors M/s A.F Ferguson & Co.,
(Nominee of State Life Insurance
Chartered Accountants retire and offer themselves for
Corporation of Pakistan) 5
reappointment. As suggested by the Audit Committee,
the Board of Directors has recommended their 7. Mr. Shamim Ahmad Khan 5
reappointment as Auditors of the company for the year 8. Syed Aslam Mehdi 7
ending December 31, 2010, at a fee to be mutually
9. Syed Shahid Ali 4
agreed.
10. Mr. Tariq Iqbal Khan
(Nominee of National Investment Trust Limited) 4

Leave of absence was granted to the Directors who could

not attend the Board meetings.
Audit Committee • The value of investments of provident, gratuity and
pension funds based on their audited accounts as on
An Audit Committee of the Board has been in existence
December 31, 2009 were the following:
since the enforcement of the Code of Corporate
Governance, which now comprises of four Non-Executive
Provident Fund Rs. 693.771 million
Directors (including its Chairman) and one Executive
Gratuity Fund Rs. 300.980 million
Director. During the year, four meetings of the Audit
Pension Fund Rs. 606.854 million
Committee were held. The Audit Committee has its
terms of reference which were determined by the Board
The value of investment includes accrued interest.
of Directors in accordance with the guidelines provided in
Trading of Shares by Chief Executive, Directors, Chief
the Listing Regulations.
Financial Officer, Company Secretary, their spouses and
minor children:
Corporate and Financial Reporting
Framework Purchase / Transmission of Shares : No. of shares

• The financial statements together with the notes Chief Executive Officer Nil
thereon have been drawn up by the management in Directors - Mr.Towfiq Habib Chinoy 10,000
conformity with the Companies Ordinance, 1984. - Syed Shahid Ali 152,826
These Statements present fairly the company’s (shares transmitted from
state of affairs, the results of its operations, cash (Late) Syed Wajid Ali’s
shareholding - father)
flow and changes in equity.
Chief Financial Officer Nil
• Proper books of account have been maintained by
Company Secretary Nil 45
the company.
Spouses Nil
• Appropriate accounting policies have been
Sale of Shares Nil
consistently applied in the preparation of financial
statements and accounting estimates are based on
reasonable and prudent judgment. Pattern of Shareholding
• International Accounting Standards, as applicable in A statement of the pattern of shareholding of certain
Pakistan, have been followed in the preparation of class of shareholders as at December 31, 2009, whose
the financial statements. disclosure is required under the reporting framework, is
included in the annexed shareholders’ information.
• The system of internal control is sound in design and
has been effectively implemented and monitored and The Directors, CEO, CFO, Company Secretary and their
is being continuously reviewed by the internal audit spouses or minor children did not carry out any trade
function. in the shares of the company during the year, except as
noted above.
• There are no doubts upon the company’s ability to
continue as a going concern.

• There has been no material departure from the Best

Practices of Corporate Governance, as detailed in the
Listing Regulations.

• The key operating and financial data for the last ten Towfiq Habib Chinoy Syed Hyder Ali
years is annexed. Chairman Chief Executive & Managing Director

Karachi, February 16, 2010 Karachi, February 16, 2010

 Annual Report Packages Limited for the year 2009 Shareholders’ Information

Shareholders’ Information
Registered Office Shares Registrar Statutory Compliance
4th Floor, The Forum Packages’ shares department is During the year the company has
Suite # 416-422, G-20, Block 9 operated by FAMCO Associates complied with all applicable provisions,
Khayaban-e-Jami, Clifton (Pvt.) Ltd and services about 4,427 filed all returns/ forms and furnished
Karachi-75600 shareholders. It is managed by a all the relevant particulars as required
Tel # 92 21 35831618, 35831664 well-experienced team of professionals under the Companies Ordinance, 1984
92 21 35833011, 35874047-49 and is equipped with the necessary and allied rules, the Securities and
Fax # 92 21 35860251 infrastructure in terms of computer Exchange Commission of Pakistan
facilities and comprehensive set of (SECP) Regulations and the listing
systems and procedures for conducting
Shares Registrar the Registration function.
requirements.

FAMCO Associates (Pvt.) Ltd

1st Floor, State Life Building No.1-A
The Shares Registrar has online Dematerialization of Shares
connectivity with Central Depository
I. I. Chundrigar Road The equity shares of the company are
Company of Pakistan Limited. It
Karachi-74000 under the dematerialization category.
undertakes activities pertaining to
Tel. # 92 21 32425467, 32427012 As of date 71.60% of the equity
dematerialization of shares, share
92 21 32426597, 32475606 shares of the company have been
transfers, transmissions, issue of
92 21 32420755 dematerialized by the shareholders.
duplicate/re-validated dividend
Fax # 92 21 32426752
warrants, issue of duplicate/ replaced
share certificates, change of address Dividend Announcement
Listing on Stock Exchanges and other related matters. The Board of Directors of the company
Packages ordinary equity shares are For assistance, shareholders may has recommended for the financial
listed on Karachi, Lahore and Islamabad contact either the Registered Office or year ended December 31, 2009 cash
Stock Exchanges. the Shares Registrar. dividend as follows -
46

Service Standards
Packages has always endeavored to provide investors with prompt services. Listed below are various investor services and the
maximum time limits set for their execution:
For requests received
through post Over the counter

Transfer of shares 30 days after receipt 30 days after receipt

Transmission of shares 30 days after receipt 30 days after receipt
Issue of duplicate share certificates 30 days after receipt 30 days after receipt
Issue of duplicate dividend warrants 5 days after receipt 5 days after receipt
Issue of revalidated dividend warrants 5 days after receipt 5 days after receipt
Change of address 2 days after receipt 15 minutes

Well qualified personnel of the Shares Registrar have been entrusted with the responsibility of ensuring that services are
rendered within the set time limits.

a) provision of preference dividend /

Listing Fees Contact persons:
return as at December 31,
The annual listing fee for the financial Mr. Rafique Khatri
2009 to the preference
year 2009-10 has been paid to all Tel # 92 21 35831618, 35831664
shareholder (International Finance
the three stock exchanges within the 92 21 35833011
Corporation) at the pro-rata
prescribed time limit. Fax # 92 21 35860251
rate of approximately 4.69%
Mr. Ovais Khan (approximately Rs. 8.92 per
Stock Code Tel. # 92 21 32425467, 32427012 preference share/convertible
The stock code for dealing in equity 92 21 32426597, 32475606 stock of Rs. 190 each) in terms
shares of Packages at KSE, LSE and ISE 92 21 32420755 of the Subscription Agreement
is PKGS. Fax # 92 21 32426752 between Packages Limited and
International Finance Corporation
(2008: Not applicable).
b) payment of ordinary dividend Dividend Warrants principle of “One Member-One Vote”.
to the ordinary shareholders at If majority of shareholders raise their
Cash Dividends are paid through
the rate of 32.5% (Rs. 3.25 per hands in favor of a particular resolution,
dividend warrants addressed to the
ordinary share of Rs. 10 each) it is taken as passed, unless a poll is
ordinary shareholders whose names
subject to approval by the ordinary demanded.
appear in the Register of Shareholders
shareholders of the company at
at the date of book closure. Ordinary Since the fundamental voting principle
the Annual General Meeting
shareholders are requested to deposit in a company is “One Share-One
(2008: Nil).
those warrants into their bank Vote”, voting takes place by a poll,
accounts, at their earliest, thus helping if demanded. On a poll being taken,
Book Closure Dates the company to clear the unclaimed the decision arrived by poll is final,
The Register of Members and Share dividend account. overruling any decision taken on a show
Transfer Books of the company will of hands.
remain closed from April 12, 2010 to Investors’ Grievances
April 20, 2010 both days inclusive.
To date none of the investors or Proxies
shareholders has filed any letter of Pursuant to Section 161 of the
Dividend Remittance complaint against any service provided Companies Ordinance, 1984 and
Preference dividend / return will be paid by the company to its shareholders. according to the Memorandum and
to the preference shareholder prior to Articles of Association of the company,
payment of ordinary dividend to the Legal Proceedings every shareholder of the company
ordinary shareholders. who is entitled to attend and vote at
No case has ever been filed by
a general meeting of the company can
Ordinary dividend declared and shareholders against the company for
appoint another person as his / her
approved at the Annual General non-receipt of shares/refund.
proxy to attend and vote instead of
Meeting will be paid well before the him / her. Every notice calling a general
statutory time limit of 30 days: General Meetings & Voting meeting of the company contains a
47
Rights statement that a shareholder entitled
(i) For shares held in physical form:
to shareholders whose names Pursuant to section 158 of the to attend and vote is entitled to
appear in the Register of Members Companies Ordinance, 1984, Packages appoint a proxy, who ought to be a
of the company after entertaining holds a General Meeting of ordinary member of the company.
all requests for transfer of shares shareholders at least once a year.
lodged with the company on or Every ordinary shareholder has a right The instrument appointing a proxy
before the book closure date. to attend the General Meeting. The (duly signed by the shareholder
notice of such meeting is sent to all the appointing that proxy) should be
(ii) For shares held in electronic ordinary shareholders at least 21 days deposited at the registered office of
form: to shareholders whose before the meeting and also advertised the company not less then forty-eight
names appear in the statement in at least one English and one Urdu hours before the meeting.
of beneficial ownership furnished newspaper having circulation in Karachi,
by CDC as at end of business on Lahore and Islamabad. Web Presence
book closure date.
Ordinary shareholders having holding of Updated information regarding the
at least 10% of voting rights may also company can be accessed at Packages
Withholding of Tax & Zakat website, www.packages.com.pk. The
apply to the board of directors to call
on Ordinary Dividend for meeting of ordinary shareholders, website contains the latest financial
As per the provisions of the Income and if board does not take action on results of the company together with
Tax Ordinance, 2001, Income Tax is such application within 21 days, the company’s profile, the corporate
deductible at source by the company at ordinary shareholders may themselves philosophy and major products.
the rate of 10% wherever applicable. call the meeting.

Zakat is also deductible at source All ordinary shares issued by the

from the ordinary dividend at the company carry equal voting rights.
rate of 2.5% of the face value of the Generally, matters at the general
share, other than corporate holders meetings are decided by a show of
or individuals who have provided an hands in the first instance. Voting
undertaking for non-deduction. by show of hands operates on the
 Annual Report Packages Limited for the year 2009 Shareholders’ Information

Shareholding Pattern
The shareholding pattern of the equity share capital of the company
as at December 31, 2009 is as follows:

Shareholding Number of Total shares Shareholding Number of Total shares

From To shareholders held From To shareholders held

1 - 100 1,983 47,496 210,001 - 215,000 1 211,480

101 - 500 892 261,902 220,001 - 225,000 1 221,210
501 - 1,000 442 347,407 225,001 - 230,000 1 230,000
1,001 - 5,000 652 1,530,511 260,001 - 265,000 2 525,251
5,001 - 10,000 147 1,050,018 275,001 - 280,000 2 555,824
10,001 - 15,000 74 914,402 295,001 - 300,000 1 300,000
15,001 - 20,000 34 600,513 300,001 - 305,000 1 304,718
20,001 - 25,000 34 773,999 305,001 - 310,000 1 307,820
25,001 - 30,000 18 496,043 360,001 - 365,000 1 363,120
30,001 - 35,000 12 387,731 420,001 - 425,000 1 423,745
35,001 - 40,000 9 336,280 435,001 - 440,000 1 439,743
40,001 - 45,000 6 258,433 440,001 - 445,000 1 440,806
45,001 - 50,000 12 567,649 450,001 - 455,000 1 451,856
50,001 - 55,000 7 369,548 505,001 - 510,000 1 509,000
55,001 - 60,000 4 225,086 510,001 - 515,000 1 513,300
60,001 - 65,000 5 315,828 530,001 - 535,000 1 533,853
65,001 - 70,000 6 399,122 600,001 - 605,000 1 600,100
70,001 - 75,000 2 142,047 645,001 - 650,000 1 648,058
75,001 - 80,000 3 227,948 710,001 - 715,000 1 711,117
80,001 - 85,000 2 164,261 810,001 - 815,000 1 814,214
48 85,001 - 90,000 1 86,900 830,001 - 835,000 1 831,887
90,001 - 95,000 4 365,315 835,001 - 840,000 1 837,704
95,001 - 100,000 2 194,417 990,001 - 995,000 1 990,641
100,001 - 105,000 2 205,559 1,005,001 - 1,010,000 1 1,008,607
105,001 - 110,000 1 109,391 1,055,001 - 1,060,000 1 1,057,810
110,001 - 115,000 3 340,926 1,105,001 - 1,110,000 1 1,108,696
115,001 - 120,000 2 239,436 1,115,001 - 1,120,000 1 1,116,424
120,001 - 125,000 1 120,330 1,140,001 - 1,145,000 1 1,140,890
125,001 - 130,000 2 253,834 1,190,001 - 1,195,000 1 1,193,010
130,001 - 135,000 1 133,417 1,195,001 - 1,200,000 1 1,198,668
140,001 - 145,000 1 144,638 1,200,001 - 1,205,000 1 1,202,119
145,001 - 150,000 2 299,866 1,220,001 - 1,225,000 1 1,224,254
150,001 - 155,000 4 606,561 1,790,001 - 1,795,000 1 1,791,159
155,001 - 160,000 2 318,098 2,185,001 - 2,190,000 1 2,186,572
165,001 - 170,000 1 167,355 3,095,001 - 3,100,000 1 3,097,030
170,001 - 175,000 1 174,774 3,255,001 - 3,260,000 1 3,256,676
175,001 - 180,000 2 352,486 3,915,001 - 3,920,000 1 3,917,505
180,001 - 185,000 2 364,218 4,540,001 - 4,545,000 1 4,541,255
190,001 - 195,000 1 191,757 4,575,001 - 4,580,000 1 4,578,528
195,001 - 200,000 2 395,999 4,885,001 - 4,890,000 1 4,887,650
200,001 - 205,000 1 202,303 19,005,001 - 19,010,000 1 19,007,860
205,001 - 210,000 2 415,540
TOTAL 4,427 84,379,504
Information as required under the Code of Corporate Governance
Number of Number of
Shareholders’ category shareholders shares held

Associated Companies, Undertakings and Related Parties

GURMANI FOUNDATION 1 1,198,668
PACKAGES LIMITED EMPLOYEES GRATUITY FUND 2 104,494
PACKAGES LIMITED MANAGEMENT STAFF PENSION FUND 2 660,036
TRUSTEES PACKAGES LIMITED EMPLOYEES PROVIDENT FUND 2 2,067,893
M/S BABAR ALI FOUNDATION 1 3,097,030
IGI INSURANCE LIMITED 1 19,007,860
TREET CORPORATION LIMITED 3 380,080
NIT and ICP
INVESTMENT CORPORATION OF PAKISTAN 1 2,108
NATIONAL BANK OF PAKISTAN, TRUSTEE DEPTT. 2 9,119,783
Directors
SYED HYDER ALI 2 2,187,175
SYED SHAHID ALI SHAH 2 1,293,716
MR. KHALID YACOB 1 1,023
MR. TOWFIQ HABIB CHINOY 1 20,000
MR. MUJEEB RASHID 1 70,638
SYED ASLAM MEHDI 1 4,781
MR. SHAMIM AHMAD KHAN 1 603
Directors spouses and minor children NIL NIL
CEO’s spouse and minor children NIL NIL
Executives 10 4,802,900
Public Sector Companies and Corporations 5 4,750,873
Banks, Development Finance Institutions,
Non-Banking Finance Institutions, Insurance
Companies, Modaraba and Mutual Funds 71 14,683,953
Shareholders holding 10% or more voting interest 49
IGI INSURANCE LIMITED 1 19,007,860
NATIONAL BANK OF PAKISTAN,TRUSTEE DEPTT. 2 9,119,783

Number of Number of
S.No. Shareholders’ category shareholders shares Percentage

1 Associated Companies, Undertakings and Related Parties 12 26,516,062 31.43

2 NIT and ICP 3 9,121,891 10.81
3 Directors, CEO and their Spouses 9 3,577,936 4.24
4 Executives 10 4,802,900 5.69
5 Public Sector Companies and Corporations 5 4,750,873 5.63
6 Banks, Development Finance Institutions,
Non-Banking Finance Institutions,
Insurance Companies, Modaraba
and Mutual Funds 71 14,683,953 17.40
7 Others 139 8,420,599 9.98
8 Individuals 4,178 12,505,290 14.82
4,427 84,379,504 100.00

Share Price / Volume

The monthly high and low prices and the volume of shares traded on the Karachi Stock Exchange during the financial year
2009 are as under:
Share price on the KSE (Rupees) Volume of
Month Highest Lowest shares traded

January 116.69 85.07 3,073,800

February 124.27 108.86 1,575,300
March 193.04 119.77 3,014,000
April 182.62 145.37 6,377,200
May 161.87 139.91 1,888,100
June 166.07 153.04 2,127,200
July 171.67 154.21 3,337,099
August 177.20 151.01 2,220,588
September 169.76 156.53 1,754,488
October 175.89 152.90 3,401,590
November 152.17 143.40 990,116
December 147.14 140.00 2,143,435
 Annual Report Packages Limited for the year 2009 Statement of Compliance

Statement of Compliance
with the Code of Corporate Governance

e Code
es ente d to comply with th
t is being pr gulations
This statemen co nt aine d in the listing re
Governanc e
of Corporate ges for the
d Isla m ab ad stock exchan
hore an governance.
of Karachi, La am ework of good
tabl ishing a fr
purpose of es

50

The company has applied the principles contained in the 4. All the resident directors of the company are
Code in the following manner: registered as taxpayers and none of them has
defaulted in payment of any loan to a banking
1. The company encourages representation of
company, a DFI or an NBFI or being a member of a
independent non-executive directors and directors
stock exchange, has been declared as a defaulter by
representing minority interests on its Board of
that stock exchange.
Directors. At present the Board includes seven
independent non-executive directors and none 5. Mr. Khalid Yacob is an Executive Director of Packages
representing minority interests as no minority Limited and he also holds the position of Director
shareholder offered himself / herself for election. in IGI Investment Bank Limited which is the holding
company of IGI Finex Securities Limited, a company
2. The directors of the company have confirmed
engaged in the business of stock brokerage. However,
that none of them is serving as a director in more
Mr. Khalid Yacob undertakes that neither he nor his
than ten listed companies, including this company,
spouse is personally engaged in the business of stock
except for Mr. Tariq Iqbal Khan who has been
brokerage.
specifically exempted by the Securities and Exchange
Commission of Pakistan for holding directorship in 6. No casual vacancy occurred during the year.
more than ten listed companies.
7. The company has issued a ‘Statement of Ethics and
3. All the directors have given declaration that they are Business Practices’, which has been signed by all the
aware of their duties and powers under the relevant directors and employees of the company.
laws and the company’s Memorandum and Articles
of Association and the listing regulations of the stock
exchanges of Pakistan.
8. The Board has developed a vision/mission statement, 17. The directors, CEO and executives do not hold any
overall corporate strategy and significant policies interest in the shares of the company other than
of the company. A complete record of particulars that disclosed in the pattern of shareholding.
of significant policies along with the dates on
18. The company has complied with all the corporate
which they were approved or amended has been
and financial reporting requirements of the Code.
maintained.
19. The Board has formed an Audit Committee. It
9. All the powers of the Board have been duly exercised
comprises of five members, of whom four are non-
and decisions on material transactions have
executive directors, including the chairman of the
been taken by the Board including appointment,
committee, and one executive director.
determination of remuneration and terms and
conditions of employment of Executive Directors. 20. The meetings of the audit committee were held at
least once every quarter prior to approval of interim
10. The meetings of the Board were presided over by
and final results of the company as required by the
the Chairman and the Board met at least once in
code. The terms of reference of the committee
every quarter during the year. Written notices of
have been formed and advised to the committee for
the Board meetings, along with agenda and working
compliance.
papers, were circulated at least seven days before
the meetings. The minutes of the meetings were 21. The Board has set-up an effective internal
appropriately recorded and circulated. audit function manned by suitably qualified and
experienced personnel who are conversant with
11. The company intends to nominate its Executive
the policies and procedures of the company and are
Directors, one by one, to the Board Development 51
involved in the Internal Audit function on a full time
Series Certificate Program of Pakistan Institute of
basis.
Corporate Governance (“PICG”) that will become
mandatory effective June 2011. 22. The statutory auditors of the company have
confirmed that they have been given a satisfactory
12. The Board ensures arrangement of orientation
rating under the quality control review programme of
courses for its directors to apprise them of their
the Institute of Chartered Accountants of Pakistan,
duties and responsibilities and to keep them
that they or any of the partners of the firm, their
informed of the enforcement of new laws, rules and
spouses and minor children do not hold shares of
regulations and amendments thereof.
the company and that the firm and all its partners
13. All material information as required under the are in compliance with International Federation of
relevant rules has been provided to the stock Accountants (IFAC) guidelines on code of ethics as
exchanges and to the Securities and Exchange adopted by the Institute of Chartered Accountants
Commission of Pakistan within the prescribed time of Pakistan.
limit.
23. The statutory auditors or the persons associated
14. There were no new appointments of Head of with them have not been appointed to provide
Internal Audit, CFO or Company Secretary during other services except in accordance with the listing
the year. However, all such appointments including regulations and the auditors have confirmed that
their remuneration and terms and conditions of they have observed IFAC guidelines in this regard.
employment are approved by the Board.
24. We confirm that all other material principles
15. The directors’ report for this year has been prepared contained in the code have been complied with.
in compliance with the requirements of the Code
and fully describes the salient matters required to be
disclosed.

16. The financial statements of the company were duly

endorsed by CEO and CFO before approval of the
Towfiq Habib Chinoy
Board. Chairman
Karachi, February 16, 2010
 Annual Report Packages Limited for the year 2009 Review Report

Review Report to the Members

on Statement of Compliance with Best Practices of Code of Corporate Governance

We have reviewed the Statement of Compliance with party transactions distinguishing between transactions
the best practices contained in the Code of Corporate carried out on terms equivalent to those that prevail in
Governance prepared by the Board of Directors of arm’s length transactions and transactions which are
Packages Limited (‘the company’) to comply with the not executed at arm’s length price, recording proper
Listing Regulation No. 35, 35 and 36 of the Karachi, justification for using such alternate pricing mechanism.
Lahore and Islamabad Stock Exchanges, respectively, Further, all such transactions are also required to be
where the company is listed. separately placed before the audit committee. We are
only required and have ensured compliance of requirement
The responsibility for compliance with the Code of to the extent of approval of related party transactions
Corporate Governance is that of the Board of Directors by the Board of Directors and placement of such
of the company. Our responsibility is to review, to the transactions before the audit committee.
extent where such compliance can be objectively verified,
whether the Statement of Compliance reflects the status We have not carried out any procedures to determine
of the company’s compliance with the provisions of the whether the related party transactions were undertaken
Code of Corporate Governance and report if it does not. at arm’s length price or not.
52
A review is limited primarily to inquiries of the company
personnel and review of various documents prepared by Based on our review nothing has come to our attention,
the company to comply with the Code. which causes us to believe that the Statement of
Compliance does not appropriately reflect the company’s
As part of our audit of financial statements we are compliance, in all material respects, with the best
required to obtain an understanding of the accounting practices contained in the Code of Corporate Governance
and internal control systems sufficient to plan the audit as applicable to the company for the year ended
and develop an effective audit approach. We are not December 31, 2009.
required to consider whether the Board’s statement on
internal control covers all risks and controls, or to form an
opinion on the effectiveness of such internal controls, the
company’s corporate governance procedures and risks.

Further, Sub-Regulation (xiii a) of Listing Regulations A.F. Ferguson & Co.

Chartered Accountants
35 notified by The Karachi Stock Exchange (Guarantee) Lahore: February 16, 2010
Limited vide circular KSE/N-269 dated January 19,
2009 requires the company to place before the Board Engagement Partner: Mr. Muhammad Masood
of Directors for their consideration and approval related