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MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 1

TABLE OF CONTENTS

S.

No.

Description

Page #

1 Background and History 2

2 Conversion into Public Company 2

3 Acquisition, Merger and Listing 2

4 Plant Locations 3

5 Manufacturing Capabilities 3

6 Capacity Utilization 3

7 Standard of Quality of Products and International Alliances 4

8 Branch Presence in Key Therapeutic Classes 4

9 Presence of Products Portfolio Worldwide 5

10 Breakup of Turnover 5

11 Distribution Network 5

12 Product Range 6

13 Production Process 6

14 Working Capital 6

15 Key Customers 7

16 Raw Material Sources 7

17 Employees Strength 7

18 Future Prospects 8

19 Risk Factors 8

20 Legal Proceedings 9

21 Board of Directors 9

22 Investment in Associated Companies 10

23 Revaluation of Assets 10

24 Internal Audit 10

25 Human Resource and Remuneration Committee 11

26 Corporate Governance 11

27 Key Management Profile 11

28 Miscellaneous Information 13

29 Election of Directors 14

30 Benefits to the Promoters and Officers 14

31 Voting Rights 15

32 Borrowing Powers of Directors 15

33 Power of Directors 15

34 Capitalization of Reserves 16

35 Dividend Paid by the Company during last Five Years 16

36 Summary of Financial Highlights of Last Five Years 17

37 Future Projections 18

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 2

HISTORY AND PROSPECTS

1. BACKGROUND AND HISTORY

Misbah Family acquired Macter International Limited (Macter) in 1983

(then a private limited company) as a generational asset with having a

small OTC Trading Portfolio with Annual Sales of Rs.2.5m. In1988, Macter

shifted to the SITE manufacturing facility. In 1993, Macter started branded

generic promotion & also entered into a toll manufacturing contract with

Sandoz, which was a turning point in the history of Macter.

Since then, Alhamdulillah, Macter has continued its journey of success,

and now has a track record of more than 30 years in the manufacturing

and marketing of pharmaceutical formulations.

2. CONVERSION INTO PUBLIC COMPANY

Macter International Limited (Macter) was incorporated on June 23, 1992

as a Private Limited Company and on March 09, 2011 it was converted

into a Public Limited Company. The authorized and paid up capital of the

Company as at December 31, 2016 were Rs. 650,000,000/- and

Rs. 391,443,510/- respectively. Macter is engaged in manufacturing and

marketing of quality medicines.

3. ACQUISITION, MERGER AND LISTING

During 2015-16 Macter acquired majority (74.83%) shares of

M/s Associated Services Limited (ASRL) under the Securities Act, 2015 and

Listed Companies (Substantial Acquisition of Voting shares and Take

Overs) Regulations, 2008.

Honourable Sindh High Court vide its order dated September 2, 2016

approved the scheme of arrangement for merger/amalgamation of

M/s Associated Services Limited with and into Macter International

Limited.

Accordingly Macter International Limited issued and allotted fully paid

ordinary shares of Rs.10/- each to the registered shareholders of ASRL as at

December 28, 2016 in the ratio of 01 ordinary share of Macter for 04

ordinary shares of ASRL which will rank pari passu with the existing shares

of the Company.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 3

4. PLANT LOCATIONS

Macter has two independent manufacturing units located at F-216 and

E-40A, on the leasehold land of approx. 1 Acre each, in SITE Industrial Area

of Karachi.

5. MANUFACTURING CAPABILITIES

Macter has unique and large scale Manufacturing Capabilities, including:

. Lyophilized biologicals

. HFA MDIs

. Dedicated Penicillin’s (Oral and Parentals)

. Dedicated Cephalosprins (Oral and Parentals)

. Sterile Ampoules/ Vials/ Opthalmics

. Oral Solids

Macter is amongst the very few pharmaceutical Companies of the

Country, which has approved facilities and capabilities for manufacturing

biological medicines. Biologicals represent a very important area of

modern medicine. Many serious and life-threatening diseases today are

treated through these advanced medicines. Majority of these biological

medicines are being imported at high prices and so create difficulties for

patient access.

Macter also became the first and only national company to invest in local

manufacturing of Metered Dose Inhalers and then its successful transition

from CFC to HFA gas.

6. CAPACITY UTILIZATION

Macter is amongst the top pharmaceutical manufacturers of the Country,

by volume.

The plant wise capacity utilization on single shift basis for the last five years

was as under:

Actual

Production

Cap.

Util %

Actual

Production

Cap.

Util %

Actual

Production

Cap.

Util %

Actual

Production

Cap.

Util %Act Prod

Cap.

Util %

Plant Site F-216 70,518,000 61,148,753 87% 64,401,083 91% 44,835,662 64% 45,561,932 65% 42,061,791 80%

Plant Site E-40A 18,508,800 14,006,761 76% 13,922,316 75% 10,222,766 55% 9,221,919 50% 5,703,763 41%

89,026,800 75,155,514 84% 78,323,399 88% 55,058,428 62% 54,783,851 62% 47,765,554 72%

9 Month Ending

March 31, 2017Production

Capacity

(Packs)

Financial Year 2013 Financial Year 2014 Financial Year 2015 Financial Year 2016

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 4

7. STANDARD OF QUALITY OF PRODUCTS AND INTERNATIONAL ALLIANCES

Macter has always strived to maintain the highest possible standards of

quality. It was this commitment which made Macter a preferred choice of

Multi National Companies (MNCs) including Novartis, Johnson & Johnson,

Bayer, Pfizer, Procter & Gamble, Merck, Reckitt Benckiser, Kalbe

(Indonesia) etc. for the manufacturing of their brands. The manufacturing

tie-ups with these international companies over the past decades has

helped Macter develop and continuously improve its Quality and

Manufacturing systems to meet with international standards and

requirements.

Besides manufacturing quality medicines, Macter has developed

alliances with a number of international healthcare organizations and has

contributed in introducing latest technological developments in the

country`s healthcare scenario. Macter has also played an active role in

the prevention and cure of hepatitis B and C in the country through its

alliance with Cuba`s internationally- acclaimed Centre of Genetic

Engineering & Biotechnology (CIGB), Havana.

8. BRAND PRESENCE IN KEY THERAPEUTIC CLASSES

Macter has more than 50 brands in various therapeutic classes and enjoys

an established position in Anti-Infectives, GI & Hepatology, Orthopedics &

Rheumatology, Pulmonology and others. Macter strategic intent is to

aggressively build Biotech / New Products portfolio while consolidating

foot print in the current therapeutic segments.

New product launches was at the center of Macter’s growth in the fiscal

year closed (2015-16) and will be even more so in the future. The success

of Sofomac, Sofosbuvir brand of Macter can be gauged from the fact

that amongst 294 new products launched in Pakistan. Sofomac is rated

number 2 by IMS in the country in terms of PKR sales value.

To facilitate the under privileged patients Macter ensures availability of its

brands at especial prices at government institutions and hospitals, so

under privileged patients also receive quality medicines. Thereby Macter

has become one the largest injectable antibiotic seller in the hospitals

across the country. Besides injectable antibiotics, Macter has strong

presence in Provincial, Federal and Armed Forces tender business.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 5

9. PRESENCE OF PRODUCTS PORTFOLIO WORLDWIDE

Macter’s international division focuses on expanding the

commercialization of product portfolio worldwide. Its mission is to develop

businesses in developing and emerging markets, improving performance

in existing countries and setting up the most appropriate business deals.

Following are some of the countries where Macter is exporting:

(i) Afghanistan

(ii) Sudan

(iii) Sri-Lanka

(iv) Indonesia

(v) Myanmar

(vi) Kenya

(vii) Vietnam

(viii) Yemen

(ix) Philippines

10. BREAK UP OF TURNOVER

The breakup of turnover i.e. local sale, export sales and other income is as

under:

(Rupees in Million)

Year ended June 30,

2012

2013

2014

2015

2016

9 Months

Ending

March

31, 2017

Local Sale – Net 2,056 1,999 2,314 2,177 2,907 2,566

Export Sale 30 36 38 44 63 47

Toll Manufacturing and other

Income

168 211 208 164 94 68

TOTAL 2,254 2,246 2,560 2,385 3,064 2,681

11. DISTRIBUTION NETWORK

Macter has established an extensive pan Pakistan third party distribution

network, which ensures the availability of Macter products to all patients

in each and every corner of the country.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 6

12. PRODUCT RANGE

The company’s key product range comprises of the following:

BRANDS THERAPEUTIC CATEGORY

SOFOMAC : ANTIVIRAL (HEPATITIS C)

TITAN : ANTIBIOTIC

COBOLMIN : VITAMIN

SALMICORT : ANTI ASTHMA

PEG-HEB : ANTIVIRAL (HEPATITIS C)

SANTE : PROTON PUMP INHIBITOR (ANTI ULCER)

ROPEN : ANTIBIOTIC

CIPROQUINE : ANTIBIOTIC

MAXIMA : ANTIBIOTIC

DX3 : VITAMIN

BISMOL : ANTI DIARRHEA

INSPIROL : ANTI ASTHMA

MNTK : ANTI ALLERGIC

ADALIN : EXPECTORANTS

RELAXIN : PSYCHOTROPIC ,SEDATIVE

13. PRODUCTION PROCESS:

The production process mainly includes the following steps:

a. Manufacturing

b. Primary packaging

c. Secondary packaging

14. WORKING CAPITAL

The Company’s local sale segment includes street and institutional sales.

A considerable portion of institutional business is through tender sales to

public sector health organizations.

The Company manages inventories to fulfill its street as well as institutional

sales requirements. The tender sales are normally on credit for

approximately 90 to 180 days.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 7

The table below depicts the working capital used and the sales

generated for the last four (5) years.

Financial Year Ended June 30, 2013 2014 2015 2016 9 Months

Working Capital (PKR '000)* 252,280 338,439 286,437 431,147 451,380

Net Sales (PKR '000)** 2,246,131 2,564,835 2,384,772 3,064,439 3,575,047

Working capital Turnover*** 8.90 7.58 8.33 7.11 7.92 * Working Capital is calculated by subtracting current liabilities from the current

assets.

** Net sales are annualized for calculating working capital turnover for 3QFY17

*** Working Capital Turnover is calculated by dividing net sales to the working capital

15. KEY CUSTOMERS

The patients are the final users of the Company products. The Company

has developed strong reach to key physicians and uses efficient

distribution network to ensure timely availability of its medicine to the

patients throughout the Country.

In addition, the Company is also amongst the approved list of suppliers for

different medicines for public & private sector health institutions, based on

stringent selection criteria.

Based on the nature of this industry, there are no long term contracts with

these customers but given the previous experiences and business

relationships of the Company, the management is confident to retain

these customers in future as well.

16. RAW MATERIAL SOURCES

Macter imports Active Pharmaceutical Ingredients (APIs) of its products

mainly from Europe, China and India. The primary and secondary

packaging are however sourced locally.

17. EMPLOYEES STRENGTH

At present Macter’s total staff strength is 959 permanent employees

(819 males and 140 females). Macter enjoys a solid reputation of

manufacturing quality products that are efficacious, safe and affordable.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 8

18. FUTURE PROSPECTS

Macter has an exciting pipeline of biological and other drugs, many of

which are expected to approve in the coming months and years and

would have impact on revenue growth.

The Company has applied for listing at Pakistan Stock Exchange Limited

(PSX) in compliance with the merger scheme approved by the Honorable

Sindh High Court, Karachi for merger of M/S Associated Services Limited

with and into the Company. The Company has also joined the Central

Depository System (CDS) of CDC being pre-requisite for listing at PSX.

Hopefully, the Company will be listed shortly at PSX.

19. RISK FACTORS

(i) Credit Risk

Credit risk is the risk which arises with the possibility that one party to

a financial instrument will fail to discharge its obligation and cause

the other party to incur a financial loss. The Company attempts to

control credit risk by monitoring credit exposures, limiting

transactions with specific counterparties and continually assessing

the creditworthiness of counterparties.

Concentrations of credit risk arise when a number of counterparties

are engaged in similar business activities or have similar economic

features that would cause their ability to meet contractual

obligations to be similarly affected by changes in economic,

political or other conditions. Concentrations of credit risk indicate

the relative sensitivity of the Company’s performance to

developments affecting a particular industry.

The Company seeks to minimize the credit risk exposure through

having exposures only to customers considered credit worthy and

obtaining securities where applicable.

(ii) Liquidity Risk

The Company uses various financing facilities in order to meet its

operational liquidity requirements. Liquidity risk is the risk that the

Company will not be able to meet its financial obligations as they

fall due.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 9

(iii) Foreign Currency Risk

Foreign currency risk is the risk that the value of financial assets or a

financial liability will fluctuate due to a change in foreign exchange

rates. It arises mainly where receivables and payables exist due to

transactions in foreign currency. The Company is exposed to this risk

to the extent of its import commitments.

(iv) Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a

financial instrument will fluctuate because of changes in market

interest rates. The Company's exposure to the risk of changes in

market interest rates mainly relates to the long-term and short term

borrowings, payables and bank deposits.

(v) Capital Risk Management

The Company's objective when managing capital is to safeguard

the Company's ability to remain as a going concern and continue

to provide returns for shareholders and benefits for other

stakeholders and to maintain an optimal capital structure to reduce

the cost of capital. The Company is currently financing majority of

its operations through equity and working capital.

20. LEGAL PROCEEDINGS

There are no litigations or proceedings by or against the Company

pending before any court of law or authority other than related to normal

course of the business.

21. BOARD OF DIRECTORS

S.

No.

Name Address Designation Executive /

Non-

Executive /

Independent

Directorships in

Other Companies

1 Mr. Asif Misbah

37, Khayaban-e-

Shaheen, Phase-

V, D.H.A.,

Karachi

Chief

Executive /

Director

Executive

---

2 Mr. Swaleh Misbah

Khan

37, Khayaban-e-

Shaheen, Phase-

V, D.H.A.,

Karachi

Director Executive

---

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 10

S.

No.

Name Address Designation Executive /

Non-

Executive /

Independent

Directorships in

Other Companies

3 Sheikh

Muhammed

Waseem

B-20, Phase-1,

First East Street,

DHA, Karachi

Director Non-

Executive /

Independen

t

---

4 Mr. Mohammed

Aslam

51/1-Khayaban-

e- Seher, Phase-

6, DHA, Karachi

Director Non-

Executive

Misbah Cosmetics

(Pvt.) Limited

5 Sheikh Aamir

Naveed

House No.

100/2/1,

Khayaban e

Ittehad, DHA

Phase VI, Karachi

Director Executive Misbah Cosmetics

(Pvt.) Limited

6 Mrs. Naureen

Swaleh

37, Khayaban-e-

Shaheen, Phase-

V, D.H.A.,

Karachi

Director Non-

Executive

---

7 Mr. Muhammad

Asif

L-81, Anwar-e-

Ibrahim, Malir,

Karachi

Director Executive

---

8 Syed Salman

Ahmed Zaidi

44-Q, Block-II,

PECHS,

Karachi.

Director Executive

---

9 Mr. Muhammad

Sajid

House No. 1-B /1,

4th South Street,

Phase-II, D.H.A.,

Karachi.

Director Non-

Executive

1. Nimir Industrial

Chemical Ltd.

2. Nimir Resins

Limited

22. INVESTMENT IN ASSOCIATED COMPANIES

Macter International Limited has not made any investment in any

associated company.

23. REVALUATION OF ASSETS

The Company has not reflected any revaluation of fixed assets in its

financial statements.

24. INTERNAL AUDIT

The Board of Directors has set up an effective internal audit function

managed by suitable qualified and experienced personnel who are

conversant with the policies and procedures of the Company and are

involved in the internal audit function on a full time basis. The audit

committee comprises of the following members:

Mr. Asif Misbah, Chairman

Sheikh Muhammed Waseem, Member

Mr. Muhammad Sajid, Member

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 11

25. HUMAN RESOURCE AND REMUNERATION COMMITTEE

The Board of Directors has set up an effective Human Resources function

managed by suitable and qualified personnel who are conversant with

the policies & procedures of the Company and are involved in Human

Resources function on a full time basis.

The human resource and remuneration committee comprises of the

following members:

Mr. Mohammed Aslam, Chairman

Mr. Muhammad Sajid, Member

Shaikh Aamir Naveed, Member

26. CORPORATE GOVERNANCE

The Company shall comply with all the rules and regulations applicable to

the Company with regards to the Code of Corporate Governance of

Listed Companies. Furthermore, the Company will also ensure that at least

half of the board of directors will have fulfilled the requirement of the

director’s training by June 2018 as required under the PSX regulations.

27. KEY MANAGEMENT PROFILE

(i) Asif Misbah, Chairman & Chief Executive

Asif Misbah - Chairman and Managing Director is a business

graduate from IBA (Karachi).

He has been associated with Macter since 1994 and has played

a key role in Macter’s evolution through various organizational

development initiatives. He serves in the Board of various NGOs

in the education and health sector.

He is Ex-Chairman of PPMA's Committee on Biologics and also

the Pharma Ethics Committee. He is frequently invited to give

talks on personal excellence and leadership especially on youth

forums.

(ii) Swaleh Misbah Khan, Deputy Managing Director

Swaleh Misbah - Deputy Managing Director joined MACTER as a

Director in 1992. He holds a degree in Chemical Engineering

(Hons) from University of Glamorgan, U.K.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 12

He has twenty years of extensive experience in Pharmaceutical

manufacturing, Facility & Process Validation, cGMP Audit,

Quality Management Systems, HVAC system design for

pharmaceutical applications, Supply Chain Management,

Biotech Reactor design and Fluid Mechanics.

(iii) Shaikh Aamir Naveed, Director & Chief Operating Officer

Sheikh Aamir Naveed - rejoined Macter as COO in 2015.

He has more than 25 years of extensive experience and held key

positions such as Business Manager, Head of Marketing-

International and Business Development, and National Sales

Manager in top pharmaceutical companies like ICI, Macter

International, Sanofi Avantis and Upjhon (Pfizer).

Aamir Naveed has in depth knowledge of Pharma Sales and

Marketing and connected functional areas with exceptional

analytical and problem solving capabilities.

(iv) Muhammad Asif, Director Finance & Company Secretary

Muhammad Asif is a Fellow member of the Institute of the

Chartered Accountants of Pakistan (ICAP) and the Cost and

Management Accountants of Pakistan (ICMAP). He is also a

member of the Management Association of Pakistan (MAP).

Mr. Asif holds over twenty years of experience in the fields of

corporate finance, accounts, audit, taxation and company law

to his credit.

At MIL, he has overall responsibility of planning, supervising and

managing the financial affairs of the Company, including

finance, accounts, tax, internal audit and corporate affairs etc.

He is with the Company since 2007 and became director of the

Company in 2011.

(v) Dr. Syed Salman Ahmed Zaidi, Director Technical Operations

Dr Syed Salman Zaidi - is a PhD in Organic Chemistry. He joined

the company in 1989 and holds over twenty seven years of

experience in research and development, manufacturing,

quality assurance, and technical operations in the

pharmaceutical industry.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 13

He began his career from Pakistan’s premier research and

development organization, Pakistan Council of Scientific and

Industrial Research (PCSIR). Dr. Zaidi has written around 50

research papers published in leading national and international

scientific journals and has invented more than 200 new

compounds.

He is a frequent participant of the international conferences of

International Union of Pure and Applied Chemistry (IUPAC).

(vi) Farooq Mustafa, Associate Director (Biotech)

A molecular biologist, holding an M. Phil degree in Molecular

Biology. He is certified Lead Auditor, ISO 9001:2008 by DAS, UK.

Farooq brings with him 18 years of experience in biological

product development and quality management. He has 8 years

experience in the GCC and played a vital role in biological

product development and establishment of the bio-

pharmaceutical section at SPIMACO, Saudi Arabia.

He is a member of large number of International professional

networks, biotech research and regulatory groups.

28. MISCELLANEOUS INFORMATION

(i) Registered Office

F-216, SITE, Karachi – 75700

Telephone: +92 21 32591000

+92 21 32575311-14 (4 Lines)

Fax: +92 21 32564236

Information: [email protected]

(ii) Bankers

Meezan Bank Limited

Dubai Islamic Bank Pakistan Limited

Al Baraka Bank Pakistan Limited

Bankislami Pakistan Limited

Bank Al Habib Limited

MCB Bank Limited

Habib Metropolitan Bank Limited

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 14

(iii) Share Registrar

F.D. Registrar Services (SMC-Pvt) Ltd.

17th Floor, Saima Trade Tower-A

I.I. Chundrigar Road, Karachi

(iv) External Auditors

EY Ford Rhodes

Progressive Plaza, Beaumont Road,

Karachi

(v) Internal Auditors

KPMG Taseer Hadi & Co.

First Floor, Sheikh Sultan Trust Building,

Beaumont Road, Karachi

(vi) Manufacturing Sites

1. F-216, SITE, Karachi

2. E-40A, SITE, Karachi

29. ELECTION OF DIRECTORS

The Directors of the Company are elected for a term of three years in

accordance with the procedure laid down in section 178 of the

Companies Ordinance 1984 (the Ordinance). The Directors shall comply

with the provisions of Sections 174 to 178 and Sections 180 and 184

relating to the election of Directors and matters ancillary thereto. Subject

to the provisions of the Ordinance, the Company may from time to time

increase or decrease the number of Directors.

Any casual vacancy occurring among the Directors may be filled by the

Directors and the person so appointed shall hold office for the remainder

of the term of the Director in whose place he is appointed. A Director may

be removed from office by a resolution passed in the manner as provided

in Section 181 of the Ordinance. The next election of directors will be held

on November 29, 2017.

30. BENEFITS TO THE PROMOTERS AND OFFICERS

No benefit has been given or is intended to be given by the Company to

the promoters / sponsors and officers of the Company other than

remuneration for services rendered by them as full time executives of the

Company.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 15

31. VOTING RIGHTS

According to Article 56 of the Articles of Association, every holder of one

or more shares, not disqualified by Article 64, shall on his name being

entered in the register of members, be entitled to be present and to

speak and vote at any general meeting and shall, when present in person

or represented by a person duly authorized under Section 162 of the

Ordinance have one vote on a show of hands and shall, on a poll when

present in person, or represented by a person duly authorized under a

power of attorney or in the case of company by a representative duly

authorized under Section 162 of the Ordinance or by proxy have one vote

in respect of each share held.

32. BORROWING POWERS OF DIRECTORS

According to Article 34 of the Articles of Association, the Directors may,

from time to time, at their absolute discretion but subject to the provisions

herein contained, raise or borrow any sum or sums of money for the

purposes of this Company from any person holding the office of Director

subject to the provisions of Section 208 of the Ordinance or from any other

person, banks, firms, corporations or companies and may secure the

repayment of such money together with mark up and payment of any

other dues in such manner and upon such terms and conditions in all

respects as they think fit and in particular, by the issue of convertible or

non-convertible Islamic instruments charged or not charged upon the

undertaking and all or any part of the property and assets of the

Company (both present and future) by making, drawing, accepting or

endorsing on behalf of the Company any promissory notes or bills of

exchange or giving or issuing any guarantee, share option certificate,

undertaking or other security or by creating mortgage, hypothecation

and charge on all or any part of the properties, assets and rights of the

Company both present and future.

33. POWER OF DIRECTORS

According to Article 84 of the Company, The management of the

business of the Company shall be vested in the Directors and the Directors

may exercise all such powers and do all such acts and things as the

Company is by its Memorandum of Association and otherwise, authorized

to exercise and do all acts which are not hereby or by statute directed or

required to be exercised or done by the Company in General Meeting

but subject nevertheless to the provisions of the Ordinance and of these

presents and to any regulations from time to time made by the Company

in general meeting provided that no regulation so made shall invalidate

any prior act of the Directors which would have been valid if such

regulation had not been made.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 16

34. CAPITALIZATION OF RESERVES/RIGHT ISSUE

Company has issued following Ordinary shares as Bonus/Right issue:

S. No No. of

Shares

Issued

Par Value

per Share

(PKR)

Date of issue Bonus/Right

1 14,998 149,980 14-Feb-93 Right issue

2 80,000 800,000 08-Aug-94 Right issue

3 355,000 3,550,000 16-Aug-96 Right issue

4 5,000 50,000 30-Nov-97 Right issue

5 1,545,000 15,450,000 29-Jun-00 Right issue

6 30,489,649 304,896,490 19-Jan-11 Bonus issue

Other than the above mentioned, there has been no capitalization of

reserves/right issue since the incorporation of Macter International

Limited.

35. DIVIDEND PAID BY THE COMPANY DURING LAST FIVE YEARS

Following Dividends were declared during the last five years:

Years Dividend -

Rupees

%age

2012-13 (Dividend) 25,298,333 6.50%

2013-14 (Dividend) 36,974,487 9.50%

2014-15 (Dividend) 42,812,564 11.00%

2015-16 (Interim Dividend) 50,596,668 13.00%

2015-16 (Final Dividend) 95,903,655 24.50%

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 17

36. SUMMARY OF FINANCIAL HIGHLIGHTS OF LAST FIVE YEARS

Financial Year ended June 30

2012 2013 2014 2015 2016

9 Month Ending March 31, 2017

Rupees in Million

BALANCE SHEET Fixed Assets Property, plant and equipment

704 726 758 774 741 825 Intangible assets

14 41 29 23 19 13

Other Non-Current Assets

64 70 70 101 52 66 Current Assets

872 928 1,232 1,231 1,581 1,907

Total Assets

1,653 1,765 2,090 2,128 2,392 2,812

Issued, Subscribed and paid-up capital

389 389 389 389 391 391

Capital Reserves

205 205 205 205 218 218 Revenue Reserves

101 246 323 274 375 491

Total Equity

695 840 917 868 984 1,101

Non-Current Liabilities

338 249 279 316 258 256 Current Liabilities

620 676 894 944 1,150 1,456

Total Liabilities

959 925 1,172 1,260 1,408 1,711

Total Equity and Liabilities

1,653 1,765 2,090 2,128 2,392 2,812

INCOME STATEMENT Net sales

2,254 2,246 2,560 2,385 3,064 2,681 Gross profit

888 965 959 846 1,257 1,218

Operating profit

115 222 154 93 267 310 Profit before taxation

105 192 129 31 212 265

Taxation

30 18 29 12 65 53 Profit after taxation

75 175 100 18 147 213

RATIOS Unit Profitability Ratios

Gross profit ratio 1 %

39.41% 42.94% 37.46% 35.46% 41.02% 45.43% Net profit to sales 2 %

3.32% 7.78% 3.89% 0.77% 4.80% 7.93%

Return on equity / return on capital employed 3 %

10.78% 20.80% 10.86% 2.12% 14.95% 19.31%

Return on assets 4 %

4.53% 9.90% 4.77% 0.86% 6.15% 7.56% Current ratio 5

1.41 1.37 1.38 1.30 1.38 1.31

Basic / Diluted Earnings per share 6 Rs.

1.92 4.49 2.56 0.47 3.76 5.43

Break Up Value / Share Rs.

17.84 21.59 23.6 22.31 25.17 25.68

1. Gross Profit to sales is calculated by dividing the gross profit for the year/period with the net sales of the same year/period.

2. Net Profit to sales is calculated by dividing the profit after tax of the year/period with the net sales of the same year/period.

3. Return on Capital employed is calculated by dividing the Profit after Tax of the year/period with total equity.

4. Return on Fixed Assets is calculated by dividing the Profit after Tax of the year/period with the average non-current assets.

5. Current Ratio is calculated by dividing the total current assets of the year/period with the total current liabilities of the same year/period

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 18

6. Earnings per Share is calculated by dividing the profit after tax of the year/period with the total number of current issued shares

37. FUTURE PROJECTIONS

(i) PROJECTED BALANCE SHEET

(Rupees in Million)

Year ended June 30, 2017 2018 2019 2020 2021

NON-CURRENT ASSETS

Property, plant and equipment 798 801 805 809 813

Intangible assets 14 14 14 15 15

Other Non-Current Assets 43 48 54 62 71

854 863 874 886 899

CURRENT ASSETS

Stock-in-trade & Store, spares and loose tools 658 735 807 889 979

Trade debts 227 257 276 297 320

Other Current Assets 164 180 198 218 240

Taxation-net 92 95 98 101 104

Cash and bank balances 400 625 947 1,399 1,949

1,542 1,893 2,327 2,905 3,591

TOTAL ASSETS 2,396 2,756 3,201 3,791 4,490

EQUITY AND LIABILITIES

Issued subscribe paid up share capital 391 391 391 391 391

Capital reserves 218 218 218 218 218

Unapproriated profit-Closing balance 631 931 1,325 1,806 2,389

1,240 1,541 1,935 2,416 2,999

NON-CURRENT LIABILITIES

Long-term financing 47 - - - -

Other Non-Current Liabilities 151 160 164 168 169

197 160 164 168 169

CURRENT LIABILITIES

Trade and other payables 907 1,009 1,102 1,207 1,322

Current portion of long term financing 51 47 - - -

958 1,056 1,102 1,207 1,322

2,396 2,756 3,201 3,791 4,490

DISCLAIMER:

Financial projections of anticipated future performance of the Company given above is based on

various assumptions and best estimates made by the Company. There are no assurances that

such financial projections will be realized or that actual returns or results will not be

materially lower than those estimated above. The projections must not be regarded as promise by

the Company. The Public / Investors are advised to conduct their own independent due diligence

and analysis before making any investment decision.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 19

(II) PROJECTED PROFIT & LOSS ACCOUNT

Year ended June 30, 2017 2018 2019 2020 2021

Total Net Sales 3,650 4,038 4,471 4,957 5,494

Gross Profit 1,713 1,912 2,135 2,384 2,663

Distribution and Selling Cost (1,091) (1,167) (1,249) (1,336) (1,430)

Administrative expenses (198) (218) (238) (259) (280)

Operating Profit 424 527 649 789 953

Other income / (charges) (6) (15) (24) (35) (48)

Finance costs (55) (59) (60) (66) (72)

Profit Before Tax 363 453 564 688 834

Taxes (104) (153) (169) (207) (251)

Profit After Tax 259 300 394 481 583

Total outstanding shares 39,144,351 39,144,351 39,144,351 39,144,351 39,144,351

Earning per Share

Basic & Diluted (Rs.) 6.62 7.66 10.07 12.29 14.89

DISCLAIMER:

( Rupees in Million)

Financial projections of anticipated future performance of the Company given above is based on

various assumptions and best estimates made by the Company. There are no assurances that

such financial projections will be realized or that actual returns or results will not be materially

lower than those estimated above. The projections must not be regarded as promise by the

Company. The Public / Investors are advised to conduct their own independent due diligence and

analysis before making any investment decision.

MACTER INTERNATIONAL LIMITED

INFORMATION MEMORANDUM Page 20

(iii) PROJECTED CASH FLOW

(Rupees in Million)

Year ending June 30, 2017 2018 2019 2020 2021

Profit before Taxation 363 453 564 688 834

Add: Non Cash Items 181 149 148 154 160

544 603 712 842 994

Working Capital Changes

(Increase) / decrease in current assets 112 (142) (130) (145) (158)

Increase / (decrease) in current liabilities (182) 83 92 103 113

Cash generated from Operations 474 544 673 800 949

Financial cost, taxation & others paid (120) (201) (238) (281) (332)

Cash generated from / (used in) operating activities 354 342 436 519 616

Cash generated from / (used in) investing activities (119) (67) (67) (67) (67)

Cash generated from / (used in) financing activities (108) (51) (47) - -

Increase / (decrease) in cash & cash equivalent 127 225 322 452 549

Cash & cash equivalent at the beginning of the period 274 400 625 947 1,399

Cash & cash equivalent at the beginning of the period 400 625 947 1,399 1,949

DISCLAIMER:

Financial projections of anticipated future performance of the Company given above is based

on various asumptions and best estimates made by the Company. There are no assurances that

such financial projections will be realized or that actual returns or results will not be materially

lower than those estimated above. The projections must not be regarded as promise by the

Company. The Public / Investors are advised to conduct their own independent due diligence and

analysis before making any investment decision.