| National Foods |
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| Annual
Report 2002 |
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| CONTENTS |
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| Company
Information |
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| Our Vision |
|
|
| Six
years at a Glance |
|
| Financial
Ratios |
|
| Notice
of Meeting |
|
| Report
of Directors to the Shareholders |
|
| Performance
at a Glance |
|
| Statement
of Purchase & Sale of Shares |
|
| Review
Report to the Members on Statement |
|
| of
Compliance with best practice of code of |
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| corporate
governance |
|
| Auditors'
Report to the Members |
|
| Balance
Sheet |
|
| Profit
and Loss Account |
|
| Cash
Flow Statement |
|
| Statement
of Changes in Equity |
|
| Notes
to the Accounts |
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|
|
| COMPANY
INFORMATION |
|
|
| BOARD
OF DIRECTORS |
|
|
| Mr.
A. Majeed |
|
Chairman |
|
| Mr.
Abrar Hasan |
|
Managing Director / Chief
Executive |
|
| Mr.
Waqar Hasan |
|
Director |
|
| Mr.
Khawar M. Butt |
|
Director |
|
| Mr.
Zahid Majeed |
|
Director |
|
| Mr.
Ebrahim Qassim |
|
Director |
|
| Ms.
Jamila Waqar |
|
Director |
|
| Mr.
Firasat All |
|
Director (N.I.T. Nominee) |
|
| Mr.
Habib A. Ismail Khairani |
|
Company Secretary |
|
|
| AUDITORS |
|
Riaz Ahmad, Saqib, Gohar
& Company, |
|
|
Chartered Accountants, |
|
|
5-Nasim Co-operative
Housing Society Ltd. |
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|
Major Nazir Bhatti Road, |
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|
Off Shaheed-e-Millat
Road, Karachi. |
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|
Phones: 4945427 -4946112
Fax: 4932629 |
|
|
| REGISTRAR |
|
Noble Computer Services
(Pvt.) Limited |
|
|
14-Banglore Town Housing
Society, |
|
|
Sharea-e-Faisal,
Karachi-75350. |
|
|
Phones: 4546978-4520121
Fax: (92-21) 4314962 |
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| BANKERS |
|
Bank AI-Habib Limited |
|
|
Mackinnons Building, I.
I. Chundrigar Road, Karachi. |
|
|
Phones: 2412986 (10
lines) Fax: 2419752 |
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|
S.I.T.E. Branch, |
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Plot # B/76 S.S. Chambers
S.I.T.E., Karachi. |
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Phones: 2571710-11
(92-21) 2571522 |
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|
Garden Town Branch |
|
|
Lahore City. |
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Phones: 5869366-8 |
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|
United Bank Limited |
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Corporate Branch, State
Life Building, 1-C, |
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|
I.I. Chundrigar Road,
Karachi. |
|
|
Phones: 111-825-111,
2417100 (10 lines) |
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|
|
Citi Bank NA, |
|
|
State Life Building No.
1, I. I. Chundrigar Road, Karachi. |
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|
Phones: 2412641-50 Fax:
2426773 |
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|
Muslim Commercial Bank
Limited, |
|
|
Clifton Corporate Branch,
Kulsom Court, Clifton, Karachi. |
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|
Phones: 5872286 - 5831835
Fax: 5872058 |
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|
Wahdat Road Branch,
Lahore. |
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Phone: 5865149 |
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|
Habib Bank Limited |
|
|
Hub River Road Branch,
Karachi. |
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Phone: 2572197 |
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| REGISTERED
OFFICE |
|
12/CL-6, Claremont Road,
Civil Lines, Karachi-75530. |
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|
P.O. Box No. 15509 |
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|
Phones: 5662687, 5670540,
5670585, 5670646, |
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|
5670793 & 5672268 Fax
No: 5684870 |
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|
| AUDIT
COMMITTEE |
|
| Mr.
Waqar Hasan |
|
Chairman |
|
| Mr.
Ebrahim Qassim |
|
Member |
|
| Mr.
Khawar M. Butt |
|
Member |
|
|
| CHIEF
FINANCIAL OFFICER |
|
| Mr.
Abdul Rahim |
|
|
| COMPANY
MANAGEMENT |
|
| Mr.
Abrar Hasan |
|
Chief Executive |
|
| Mr.
Habib A. Ismail Khairani |
|
General Manager Corporate
Finance |
|
| Mr.
Abdul Rahim |
|
General Manager Finance |
|
| Mr.
Mohammad Tarique |
|
General Manager Trade
Marketing |
|
| Mr.
Shaikh Irfan Aziz |
|
Exec. Manager Human
Resource |
|
| Mr.
Abdul Razzaq Kodvavi |
|
Exec. Manager Inventory
& Logistics |
|
| Mr.
S.M.H. Wasti |
|
Exec. Manager Procurement |
|
| Mr.
Nasir Hameed |
|
Exec. Manager Engineering
& Dev. |
|
| Mr.
M. Azhar Ali |
|
Manager Production &
Process Dev. |
|
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| OUR
VISION |
|
|
| Vision
Statement |
|
| ·
To be an INNOVATIVE, MARKETING and RESEARCH oriented company |
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| ·
To be a leader and take advantage of our leadership position in all product
categories |
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| ·
To develop products with market potential through the means of indigenous |
|
| technology and Research & Development |
|
| ·
To market our products globally |
|
| ·
To target new, emerging segments of the food market |
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| ·
To become a global brand |
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| Company
Mission |
|
| ·
To deliver consistent quality to our customers using pure ingredients,
authentic recipes and the |
|
| best available technology |
|
| ·
Dedicated to continuous improvement through active alliances with
international companies by |
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| expanding technological and product
horizons |
|
| ·
To maintain close and direct contact with our customers through consumer |
|
| insights and dedicated service |
|
| ·
To provide external and internal customer service by excelling in functional |
|
| management |
|
| ·
To promote professionalism at all levels through education, training and
development of human |
|
| resources |
|
| ·
To deliver a fair return to our valued investors and shareholders, annually,
in |
|
| line with industry norms and economic
conditions |
|
|
|
| SIX
YEARS AT A GLANCE |
|
|
|
1997 |
1998 |
1999 |
2000 |
2001 |
2002 |
|
|
| PROFIT
AND LOSS STATEMENT |
|
| Sales |
|
395,094 |
503,645 |
644,352 |
765,675 |
915,136 |
994,637 |
|
| Cost of Sales |
|
315,280 |
390,437 |
513,323 |
578,472 |
675,226 |
742,469 |
|
| Gross Profit |
|
79,814 |
113,208 |
131,029 |
|
187,203 239,910 |
252,168 |
|
| Administration
& Selling Expenses |
61,992 |
89,430 |
103,998 |
148,338 |
189,975 |
212,021 |
|
| Financial
Charges |
|
8,193 |
8,042 |
12,776 |
12,614 |
14,149 |
15,949 |
|
| Other
Charges |
|
807 |
947 |
939 |
1,667 |
2,257 |
1,470 |
|
| Other
Income |
|
1,672 |
815 |
1,277 |
994 |
2,157 |
2,200 |
|
| Profit
before Tax |
|
10,494 |
15,604 |
14,593 |
25,578 |
35,686 |
24,928 |
|
| Taxation |
|
2,030 |
6,100 |
3,150 |
7,075 |
8,459 |
3,514 |
|
| Profit
after taxation |
|
8,464 |
9,504 |
11,443 |
18,503 |
27,227 |
21,414 |
|
| BALANCE
SHEET |
|
|
|
| Share Capital |
|
32,854 |
36,961 |
42,505 |
42,505 |
42,505 |
42,505 |
|
| Reserves |
|
33,411 |
38,808 |
38,757 |
48,121 |
62,597 |
73,384 |
|
| Shareholders'
Equity |
|
66,265 |
75,769 |
81,262 |
90,626 |
105,102 |
115,889 |
|
| Long
Term Obligations |
|
3,055 |
5,995 |
7,583 |
14,209 |
13,811 |
8,697 |
|
| Current
Liabilities & Provisions |
|
101,401 |
122,087 |
167,134 |
199,714 |
201,240 |
234,754 |
|
| TOTAL |
|
170,721 |
203,851 |
255,979 |
304,549 |
320,153 |
359,340 |
|
| Fixed
Assets- Tangible |
|
64,911 |
75,128 |
78,299 |
84,938 |
109,210 |
138,996 |
|
| Long
Term Security Deposits |
|
3,624 |
1,825 |
1,266 |
3,511 |
1,592 |
2,113 |
|
| Current
Assets |
|
102,186 |
126,898 |
176,414 |
216,100 |
209,351 |
218,231 |
|
|
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
| TOTAL |
|
170,721 |
203,851 |
255,979 |
304,549 |
320,153 |
359,340 |
|
|
========== |
========== |
========== |
========== |
========== |
========== |
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|
|
|
|
|
|
| FINANCIAL
RATIOS |
|
|
|
|
|
|
|
1997 |
1998 |
1999 |
2000 |
2001 |
2002 |
|
| PERFORMANCE
MEASURES |
|
|
|
| Return
on Shareholders' Equity |
|
12.77% |
12.54% |
14.08% |
20.42% |
25.91% |
18.48% |
|
| Operating
Return |
|
6.15% |
7.65% |
5.70% |
8.40% |
11.15% |
6.94% |
|
| PROFITABILITY
MEASURES |
|
|
|
| Gross
Profit Margin |
|
20.20% |
22.48% |
20.34% |
24.45% |
26.22% |
25.35% |
|
| Profit
Margin |
|
2.14% |
1.89% |
1.78% |
2.42% |
2.98% |
2.15% |
|
| Earning
per share (Rs.) |
|
2.58 |
2.57 |
2.69 |
4.35 |
6.41 |
5.04 |
|
| TESTS
OF INVESTMENT UTILISATION |
|
|
| Asset
turnover (Times) |
|
2.37 |
2.69 |
2.80 |
2.73 |
2.93 |
2.93 |
|
| Receivables
(Days) |
|
15.34 |
13.51 |
10.69 |
10.34 |
11.31 |
14.34 |
|
| Days'
Inventory |
|
87.82 |
78.55 |
83.55 |
100.10 |
88.98 |
76.74 |
|
| Receivable
turnover |
|
23.79 |
27.02 |
34.13 |
35.30 |
32.26 |
25.45 |
|
| Inventory
Turnover (Times) |
|
4.16 |
4.65 |
4.38 |
3.65 |
4.10 |
4.76 |
|
| TESTS
OF FINANCIAL CONDITION |
|
|
| Current
Ratio |
|
1.01 |
1.04 |
1.06 |
1.08 |
1.04 |
0.93 |
|
| Acid-test
Ratio |
|
0.28 |
0.26 |
0.22 |
0.19 |
0.29 |
0.25 |
|
| Debt/Equity
Ratio |
|
4.61% |
7.91% |
933% |
15.68% |
13.14% |
7.50% |
|
| Time
Interest Earned |
|
2.28 |
2.94 |
2.14 |
3.03 |
3.52 |
2.56 |
|
| Book
value per share |
|
20.17 |
20.50 |
19.12 |
21.32 |
24.73 |
27.26 |
|
| Return
on assets |
|
5.08% |
5.07% |
4.98% |
6.60% |
8.72% |
6.30% |
|
|
|
| NOTICE
OF MEETING |
|
|
| Notice
is hereby given that the 31st annual general meeting of National Foods
Limited will be held at the |
|
| registered
office situated at 12/CL-6, Claremont Road, Civil Lines Karachi, on Wednesday
the 30th |
|
| October
2002, at 10:00 a.m., to transact the following business: |
|
|
| Ordinary
Business: |
|
|
| 1.
To confirm the minutes of the 30th annual general meeting held on 10th
November 2001. |
|
| 2.
To receive, consider and approve the audited accounts for the year ended 30th
June 2002. |
|
| 3.
To approve payment of cash dividend @ 25% (Rs. 2.50 per share of Rs. 10 each)
as recommended by |
|
| the directors. |
|
| 4.
To appoint auditors for the year 2002-2003 and to fix their remuneration. The
retiring auditors Messrs. |
|
| Riaz
Ahmad, Saqib, Gohar & Company, Chartered Accountants being eligible, have
offered themselves |
|
| for
re-appointment as auditors. |
|
| 5.
To transact any other business with the permission of the Chairman. |
|
|
| By
order of the Chairman |
|
(HABIB A. ISMAIL KHAIRANI) |
|
| Karachi:
October 07, 2002. |
|
Company Secretary |
|
|
|
| NOTES: |
|
|
|
| 1.
The share transfer books of the Company will remain closed from October
21,2002 to October |
|
| 30,
2002 (Both days inclusive). |
|
|
| 2.
All members are entitled to attend and vote at the meeting |
|
|
| 3.
A member entitled to attend and vote at the meeting may appoint a proxy to
attend, speak and |
|
| vote
for him/her. A proxy must be a member of the Company. |
|
|
| 4.
In order to be valid, an instrument of proxy and the power of attorney or
other authority under |
|
| which
it is signed, or a notarially certified copy of such power of authority, must
be deposited at |
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| the
registered office of the Company not less than 48 hours before the time of
the meeting. |
|
|
| 5.
Shareholders are requested to notify immediately any change in their
registered address. |
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|
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| REPORT
OF DIRECTORS TO THE SHAREHOLDERS |
|
|
| On
behalf of the executive Board of Directors of National Foods Limited, it
gives me great pleasure to |
|
| put
before you the audited accounts and financial results of the company for the
year ending 30th June |
|
| 2002. |
|
|
| Financial
Performance |
|
| The
Board of Directors of National Foods Limited is pleased to announce an
appropriation of profits of |
|
| Rs.
10,626,345/- to be paid in the form of Cash Dividend. |
|
|
| Year |
|
2001-02 |
2000-01 |
|
| Operating
profit |
|
40,147,353 |
49,935,535 |
|
| Add:
Other income |
|
2,200,039 |
2,156,953 |
|
|
---------- |
---------- |
|
|
|
42,347,392 |
52,092,488 |
|
|
|
|
| Less:
Financial and other charges |
|
---------- |
|
(17,419,581) |
(16,405,820) |
|
|
---------- |
---------- |
|
| Profit
before taxation |
|
24,927,811 |
35,686,668 |
|
|
|
|
| Less:
Taxation |
|
(3,514,124) |
(8,458,820) |
|
|
---------- |
---------- |
|
| Profit
after taxation |
|
21,413,687 |
27,227,848 |
|
|
|
|
| Add:
Un-appropriated profit brought forward |
|
(56,495,027) |
(42,018,793) |
|
|
---------- |
---------- |
|
| Profit
available for appropriation |
|
77,908,714 |
69,246,641 |
|
|
|
|
| APPROPRIATIONS: |
|
|
|
|
|
|
| Proposed
final dividend @ 25 % (2001: 30%) |
|
10,626,345 |
12,751,614 |
|
|
---------- |
---------- |
|
| Un-appropriated
profit carried forward |
|
67,282,369 |
56,495,027 |
|
|
========== |
========== |
|
|
|
| Management
Summary |
|
| Following
important factors have made a significant impact on the financial results of
the company. These |
|
| factors
were also highlighted in the half yearly and the 3rd quarter report to the
shareholders. |
|
| 1.
Lower sales growth due to slump in the 3rd quarter affecting the export
sales. |
|
| 2.
Revaluation of the Rupee against US Dollar thus reducing the monetary sales
growth of |
|
| exports. |
|
| 3.
Abolishment of Gratuity and merging of the outstanding amount to the |
|
| Provident
Fund. This has led to a reduction of pre-tax profit from a figure of Rs.
35.687 million |
|
| to
Rs. 24.928 million for this year. |
|
|
| All
these factors have been explained in detail below. Despite the tough economic
and operational |
|
| conditions,
the Board of Directors has announced an appropriation of Rs.10,626,345 in the
form of a |
|
| Cash
Dividend of 25%. |
|
|
| These
appropriations are made in line with the confidence the directors have in the
company and also |
|
| expect
a favorable outcome from the key investments made and deployed this year for
future years to |
|
| come. |
|
|
| Operational
Analysis |
|
| The
company has finished with the following key Business Performance Indices. |
|
|
| Sales
Analysis |
|
|
2001-02 |
2000-01 |
Variance |
|
| Gross
Sales Corporate |
1,334,161,610 |
1,211,313,519 |
10.14% |
|
| Gross
Local Sales |
1,187,500,635 |
1,059,358,411 |
12.10% |
|
| Gross
Export Sales |
146,660,975 |
151,955,108 |
3.48% |
|
|
| Profitability |
|
|
2001-02 |
2000-01 |
Variance |
|
| Profit
After Tax |
21,413,687 |
27,227,848 |
-21.35 % |
|
|
|
Jul-Jun 02 |
Jul-Mar 02 |
Jul-Dec 01 |
|
| Profit
After Tax |
21,413,687 |
18,988,389 |
15,039,043 |
|
|
| The
bottom line has registered a negative growth as compared to last year. In
order to give proper |
|
| perspective
to the results the following factors have to be taken into consideration. |
|
|
| Economic
Outlook |
|
| As
reported in the quarterly results of Mar 2002, the slump in sales came in the
3rd quarter, post September |
|
| 11th,
and the impact of socio-political and economic changes were felt at most
where the export sales |
|
| declined
to a cumulative sales growth of -18.9% for 9 months. It was further reported
that the last quarter |
|
| saw
a revival and the orders in hand bridged the gap to a closing cumulative
sales figure of -3.5 %. This |
|
| negative
performance also remained in pressure due to the devaluation of Dollar
against the Rupee. The |
|
| average
revaluation of the Rupee incidentally was to the tune of 3.5 % as the growth
in Tonnage for the |
|
| exports
came to a growth of 0.02 % exactly. |
|
|
| On
the other hand the local sales met with their budgeted sales objective and
finished with a sales growth |
|
| figure
of 12.1%. |
|
|
| Profitability
and Performance Measures |
|
|
2001-02 |
2000-01 |
1999-00 |
|
| Gross
Profit Margin |
|
25.35 % |
26.22 % |
24.45 % |
|
| Profit
Margin |
|
2.15 % |
2.98 % |
2.42 % |
|
| Earning
per Share |
|
5.04 |
6.41 |
4.35 |
|
| Return
on Shareholder's Equity |
|
18.48 % |
25~91% |
20.42 % |
|
| Operating
Return |
|
6.94 % |
11.15 % |
8.40 % |
|
|
| The
Gross Profit remained under pressure due to substantially higher prices of
Raw and Packaging |
|
| Materials,
also due to reduced sales growth, the fixed costs remained on the higher side
resulting in |
|
| lower
Profit Margins. |
|
|
| Investments |
|
| The
following key investments were made during the year: |
|
| 1.
Construction of Warehouses at Bin Qasim Industrial Unit |
|
| 2.
Procurement and Deployment of new Hardware and ERP software package |
|
| 3.
Placement of Order for New Plant and Equipment for expansion and
Modernization |
|
|
| For
Items 1 and 2, they appear in the capitalization work in process of the
Balance Sheet and have been |
|
| accounted
for by company's own funds. Item 3 has been negotiated on a long term loan
finalized through |
|
| a
financial institution and will be capitalized after delivery of equipment in
the next financial year. |
|
|
| The
investments in these three key categories open up new possibilities for the
company in line with |
|
| future
growth objectives. |
|
|
| The
company in its first phase of expansion has built 40,000 square feet of
central warehousing at Bin |
|
| Qasim
from the 10 acres of land procured. This will consolidate costs in terms of
logistical operations |
|
| and
has paved way for future expansion and development for export oriented
projects. |
|
|
| The
company is in its final stages of deployment of the new ERP software. This
software will deliver |
|
| efficiencies
in operations and cash flow management by optimizing resources. It has also
now created |
|
| the
possibility for the company to physically link up different manufacturing
units and regional offices |
|
| throughout
the country so that efficient and quick decision making can take place. |
|
|
| The
procurement of the new plant is in line with the phase 1 of expansion at Bin
Qasim. This unit will |
|
| be
deployed at the existing manufacturing units and would hopefully be in
production by early January |
|
| 2003.
This new wet based processing plant opens up the possibilities of tapping
into innovative value |
|
| added
food segments in the export market. |
|
|
| The
company hopes to gain substantially from these investments to meet its growth
objectives for the |
|
| future. |
|
|
| Based
on these investments the Financial Condition and Investment Utilization
ratios are presented as |
|
| follows: |
|
|
|
2001-02 |
2000-01 |
1999-00 |
|
| Current
Ratio |
0.93 |
1.04 |
1.08 |
|
| Acid
Test Ratio |
0.25 |
0.29 |
0.19 |
|
| Debt/Equity
Ratio |
7.50 % |
13.14 % |
15.68 % |
|
| Asset
Turnover |
2.93 |
2.93 |
2.73 |
|
| Receivables
(Days) |
14.34 |
11.31 |
10.34 |
|
| Day's
Inventory |
76.74 |
88.98 |
100.10 |
|
|
| Human
Resources |
|
| In
order to facilitate the benefit of employees and to counter the actuaries
evaluation of Gratuity Expense, |
|
| the
Board of Directors has decided to abolish the Gratuity and merge the
outstanding balances with the |
|
| Provident
Fund of the employees. By making this decision the company has
conscientiously taken the |
|
| extra
burden of Rs. 8.471 million charged as an expense to its current years profit
figure. This is an |
|
| important
decision which would very positively affect the future results of the company
in terms of |
|
| increased
profitability over a subsequent period of years without harming the welfare
of the employees. |
|
| The
reflectance of this move has subsequently reduced the profitability of the
company from a pre-tax |
|
| figure
of Rs. 33.399 million to Rs. 24.928 million for this year. |
|
|
| Due
to this move the Current Ratio has also significantly deteriorated without
affecting the cash flow of |
|
| the
company. The other ratios displayed above in relation to the Acid Test ratio
provide confidence in the |
|
| going
concern and the financial liquidity of the company. |
|
|
| In
addition to the welfare of the employees, the Chairman of National Foods is
actively pursuing the Adult |
|
| Literacy
Program within the company and by now has successfully achieved a success
rate of 96% Adult |
|
| Literacy
levels. This is part of our commitment to the resources employed within and
also socially to the |
|
| country
to impart knowledge and improve the basic literacy levels thus improving the
qualitative value |
|
| of
work and basic needs in life. |
|
|
| The
company has also successfully restructured its sales and marketing
operations. The top management |
|
| under
the guidance of the Chairman has been actively involved in successfully
consolidating the huge |
|
| product
range of 134 products. These products have been re-categorized and further
divisionalized for |
|
| better
and focused distribution. |
|
|
| The
sales team has been given the tool of a newly designed product manual and
training along the lines |
|
| of
product knowledge through these manuals has already started. This would
improve the selling skills |
|
| of
the sales team considerably and service that is more efficient would be
provided to the distributors |
|
| and
the retailers. |
|
|
| The
company has also formally inducted a separate organization Of service
merchandisers which would |
|
| further
complement the selling efforts of the sales team. |
|
|
| Government
Policy |
|
| The
company has been facing problems in its sales due to the following policies
of the government: |
|
|
| The
food laws that exist are old and outdated and not in line with the
international standards practiced |
|
| and
followed by the company to meet the quality requirements of the advanced food
markets in Europe, |
|
| America
and the Far East. The existing food laws-do not recognize or adapt to the
modern food processing |
|
| techniques
and laws. The company is now actively involved in recommending the updated
and modern |
|
| food
laws to further the progress of this sector in line with International
standards. |
|
|
| Sales
of Plain spices are continuously on the decline. This is due to the
imposition of a government SRO |
|
| that
clearly discriminates between branded and unbranded goods. The unbranded
goods are exempt |
|
| from
sales tax. This gives rise to a difference in price of more than 15% from the
branded goods. Further, |
|
| this
policy is promoting the unorganized sector which is unregulated and deprives
the economy of the |
|
| due
taxes and creates a health hazard by producing substandard goods. The company
is actively taking |
|
| up
this matter with the government and hopes to resolve this anomaly in its
favour. |
|
|
| Management
and Outlook |
|
| This
has been a very tough year, with a lot of unpredictable swings in the global
economy. Despite all these |
|
| hindrances,
the company has returned a solid performance and also made investments for
the future |
|
| sustenance
and growth of the company. The company plans to target innovative food
categories which |
|
| are
now possible based on the investments made. |
|
|
| Our
commitment to move forward with a modern, progressive and professional
management has been |
|
| realized
by the dynamic performance of the company. The operational expenses were kept
in control |
|
| by
the management thus enabling National Foods to once again value its
shareholders confidence by |
|
| paying
out a cash dividend of Rs. 10,626,345. |
|
|
| The
management is to be congratulated for their hard work and effort to keep the
vision alive and to |
|
| impart
results as per the mission and objectives of the company. |
|
|
| Auditors'
Observation |
|
| As
pointed out by the auditors in their report and as described in note 12.1 of
the accounts, an inadvertent |
