| Noon Pakistan Limited |
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| ANNUAL
REPORT 1998 |
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| CONTENTS |
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| CORPORATE
INFORMATION |
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| NOTICE
OF MEETING |
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| DIRECTORS'
REPORT |
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| AUDITORS'
REPORT |
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| BALANCE
SHEET |
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| PROFIT
AND LOSS ACCOUNT |
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| CASH
FLOW STATEMENT |
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| NOTES
TO THE ACCOUNTS |
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| PATTERN
OF SHARE HOLDING |
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| FIVE
YEARS' REVIEW AT A GLANCE |
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| Corporate
Information |
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| BOARD
OF DIRECTORS |
Malik Manzoor Hayat Noon |
Chairman |
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and Chief Executive |
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|
M. Anwar Mir |
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K. Iqbal Talib |
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Javed Ali Khan |
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|
Ahmad Ali |
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Ehsan-ur-Rehman Sheikh |
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Raja Asghar Mehmood |
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| MANAGEMENT |
|
M.
Anwar Mir |
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Managing Director |
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Lt. Col. (Rtd.) M. Bashir
Ahmad |
General Manager |
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| SECRETARY |
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Syed Anwar Ali |
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| AUDITORS |
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Hameed Chaudhri &
Company |
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Chartered Accountants |
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| LEGAL
ADVISERS |
Hamid Law Associates |
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| BANKERS |
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International Finance
Investment |
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& Commerce Bank
Limited (IFIC) |
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United Bank Limited |
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National Bank of Pakistan |
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| REGISTERED
OFFICE |
1st. Floor, Alfalah
Building, |
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Shahrah-e-Quaid-e-Azam, |
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Lahore. |
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| SHARES
DEPARTMENT |
66 - Garden Block, |
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New Garden Town, |
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Lahore. |
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Tele: 5831462 - 5831463 |
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| MILLS |
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Bhalwal, District
Sargodha. |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| Notice
is hereby given that the 31st Annual General Meeting of Noon Pakistan Ltd.
will be |
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| held
at 66-Garden Block, New Garden Town, Lahore on Monday, 28 December, 1998 at |
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| 11.00
a.m. to transact the following business:- |
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| 1.
To confirm the minutes of the Annual General Meeting held on 31 December,
1997. |
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| 2.
To receive, consider and adopt the audited accounts for the year ended 30
June, 1998 |
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| and
the reports of the directors and auditors thereon. |
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| 3.
To approve payment of dividend. |
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| 4.
To appoint auditors for the ensuing period and fix their remuneration. |
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| 5.
To transact any other business as may be placed before the meeting with the |
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| permission
of the Chairman. |
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| The
share transfer books of the company shall remain closed on 27 and 28
December, 1998. |
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| shares
transfers received upto close of business on 26 December, 1998 shall entitle
the |
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| transferees
to the above dividend. |
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| A
member entitled to attend and vote at this meeting may appoint another member
as |
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| his/her
proxy to attend, speak and vote on his/her behalf. Proxies in order to be
effective |
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| must
be received by the Company at the registered office not less than 48 hours
before the |
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| meeting. |
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By Order of the Board |
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SYED ANWAR ALl |
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| Lahore:
30 November, 1998. |
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Secretary |
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| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
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| The
Directors are pleased to welcome you to the 31st Annual General Meeting of
the |
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| Company.
By the Grace of God, the financial results of the Company for the year ended
30th |
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| June,
1998 have been encouraging and show an increase in Profit over the
corresponding |
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| period
of last year. The net Profit for the year increased from Rs. 4.287 million to
Rs. 9.766 |
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| million
as compared to the net profit earned during the same period last year. After
taking into |
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| consideration
the operational results for the period ended 30th June, 1998, the Board has |
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| recommended
a cash dividend of 25%. |
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| The
Directors recommended the following appropriations:- |
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|
Rupees |
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| Profit
for the year before taxation |
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9,766,539 |
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| Provision
for taxation |
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| -
Current and prior years |
|
3,031,777 |
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|
---------- |
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|
6,734,762 |
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| APPROPRIATION: |
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| Proposed
Dividend @ 25% |
|
1,500,000 |
|
|
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|
---------- |
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|
5,234,762 |
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| Accumulated
Profit - brought forward |
|
28,896,705 |
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|
---------- |
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| Accumulated
profit - carried to balance sheet |
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34,131,467 |
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========== |
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| As
to the actual operation of the plant, the Directors wish to state that
although the fresh milk |
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| intake
for the period under review has more or less remained the same as for the
previous |
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| year,
yet the sale proceeds achieved amounting to Rs. 178.9 million represent an
increase of |
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| 7.7%
as compared to the sale of 1997. |
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|
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| The
main reason for the increased profitability is on account of better prices
that we have |
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| obtained
for our products namely Milk Powder, Butter and Cheese. |
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| Efforts
made to increase the milk intake have been fruitful and the first four months
supply has |
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| shown
an increase of 36.5% over the same period last year. As this part of the year
falls in the |
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| lean
period the increased intake of fresh milk in the flush season would show a
much healthier |
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| trend
and the half year closing on 31st December, 1998 will Insha Allah show better
financial |
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| result
as compared to that of 31st December, 1997. |
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| The
production of the plant is restricted to the availability of fresh milk.
Efforts are continuing to |
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| still
further enhance the supply of fresh milk, despite the stiff competition from
the other milk |
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| plants
and the increase in price. |
|
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| The
Directors are pleased to advise that the Company has embarked upon
diversification of |
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| production
and has recently launched pasteurised milk in specially designed stand-up |
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| pouches
which had hitherto not been marketed by any other Dairy Plant. We very much
hope |
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| that
the product will be well received in the market which will further enhance
the profitability of |
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| the
Company. |
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| The
retiring Auditors, M/s. Hameed Chaudhri & Co., Chartered Accountants,
being eligible |
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| offer
themselves for reappointment for the ensuing period. |
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| The
pattern of shareholding is annexed. |
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| The
Directors would like to take this opportunity of thanking all staff for the
hard work they |
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| have
put in during the period. |
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for and on behalf of the Board |
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|
MALIK MANZOOR HAYAT NOON |
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| Lahore:
30 November, 1998 |
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Chairman & Chief Executive |
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| AUDITORS'
REPORT TO THE MEMBERS |
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| We
have audited the annexed Balance Sheet of NOON PAKISTAN LIMITED as at 30
June, |
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| 1998
and the related Profit and Loss Account and the Cash Flow Statement, together
with the |
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| notes
forming part thereof, for the year then ended and we state that we have
obtained all the |
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| information
and explanations which to the best of our knowledge and belief were necessary
for |
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| the
purposes of our audit and, after due verification thereof, we report that: |
|
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| (a)
in our opinion, proper books of account have been kept by the Company as |
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| required
by the Companies Ordinance, 1984; |
|
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| (b)
in our opinion: |
|
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| (i)
the Balance Sheet and Profit and Loss Account together with the Notes |
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| thereon
have been drawn up in conformity with the Companies Ordinance, |
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| 1984
and are in agreement with the books of account and are further in |
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| accordance
with accounting policies consistently applied; |
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|
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| (ii)
the expenditure incurred during the year was for the purpose of the |
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| Company's
business; and |
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|
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| (iii)
the, business conducted, investments made and the expenditure incurred |
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| during
the year were in accordance with the objects of the Company; |
|
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| (c)
in our opinion and to the best of our information and according to the
explanations |
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| given
to us, the Balance Sheet, Profit and Loss Account and the Cash Flow |
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| Statement
together with the Notes forming part thereof, give the information |
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| required
by the Companies Ordinance, 1984 in the manner so required and |
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| respectively
give a true and fair view of the state of the Company's affairs as at 30 |
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| June,
1998 and of the Profit and Cash Flows for the year then ended; and |
|
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| (d)
in our opinion, no Zakat was deductible at source under the Zakat and Ushr |
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| Ordinance,
1980. |
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| Lahore:
30 November, 1998. |
|
HAMEED CHAUDHRI & CO., |
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|
CHARTERED ACCOUNTANTS |
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| BALANCE
SHEET AS AT 30 JUNE, 1998 |
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|
1998 |
1997 |
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|
Note |
Rupees |
Rupees |
|
| SHARE
CAPITAL AND RESERVES |
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| Authorised
capital |
|
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| 1,000,000
ordinary shares |
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| of
Rs. 10 each |
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|
10,000,000 |
10,000,000 |
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|
========== |
========== |
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| Issued,
subscribed and |
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| paid-up
capital |
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3 |
6,000,000 |
6,000,000 |
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| Unappropriated
profit |
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|
34,131,467 |
28,896,705 |
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|
---------- |
---------- |
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|
40,131,467 |
34,896,705 |
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| LIABILITIES
AGAINST ASSETS |
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| SUBJECT
TO FINANCE LEASE |
|
4 |
10,394,713 |
10,175,676 |
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| CURRENT
LIABILITIES |
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| Current
portion of liabilities against |
|
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| assets
subject to finance lease |
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4 |
3,626,113 |
4,439,462 |
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| Short
term finances |
|
5 |
9,505,561 |
7,277,767 |
|
| Creditors,
accruals and other |
|
|
|
| liabilities |
|
6 |
10,372,367 |
7,608,667 |
|
| Workers'
welfare fund |
|
|
161,095 |
84,971 |
|
| Provision
for taxation |
|
7 |
2,963,093 |
1,808,458 |
|
| Unclaimed
dividend |
|
|
371,892 |
374,666 |
|
| Proposed
dividend |
|
|
1,500,000 |
- |
|
|
|
|
---------- |
---------- |
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|
|
|
|
28,500,121 |
21,593,991 |
|
| CONTINGENCIES
AND COMMITMENTS |
|
8 |
- |
- |
|
|
|
|
---------- |
---------- |
|
|
|
|
79,026,301 |
66,666,372 |
|
|
|
|
========== |
========== |
|
|
|
|
| TANGIBLE
FIXED ASSETS |
|
|
|
| Operating
fixed assets |
|
9 |
32,449,486 |
31,454,858 |
|
| Capital
work-in-progress |
|
10 |
3,835,000 |
3,324,216 |
|
|
|
|
---------- |
---------- |
|
|
|
|
36,284,486 |
34,779,074 |
|
| DEFERRED
COST |
|
11 |
1,883,157 |
271,097 |
|
| LONG
TERM LOANS |
|
12 |
70,550 |
72,250 |
|
| SECURITY
DEPOSITS |
|
|
118,833 |
118,668 |
|
| CURRENT
ASSETS |
|
|
|
| Stores
and spares |
|
13 |
10,911,766 |
10,461,922 |
|
| Stock
in trade |
|
14 |
18,955,000 |
13,217,000 |
|
| Trade
debtors |
|
15 |
1,921,446 |
1,940,829 |
|
| Advances,
deposits, prepayments and |
|
|
|
| other
receivables |
|
16 |
7,612,838 |
3,048,774 |
|
| Cash
and bank balances |
|
17 |
1,268,225 |
2,756,758 |
|
|
|
|
---------- |
---------- |
|
|
|
|
40,669,275 |
31,425,283 |
|
|
|
|
---------- |
---------- |
|
|
|
|
|
79,026,301 |
66,666,372 |
|
|
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
M. ANWAR MIR |
|
MALIK MANZOOR HAYAT NOON |
|
|
Managing Director |
|
Chairman & Chief Executive |
|
|
|
|
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED 30 JUNE, 1998 |
|
|
|
|
|
1998 |
1997 |
|
|
|
Note |
Rupees |
Rupees |
|
|
|
|
| SALES-Net |
|
|
18 |
178,902,301 |
165,181,322 |
|
| COST
OF SALES |
|
19 |
149,139,008 |
138,937,942 |
|
|
|
|
|
---------- |
---------- |
|
| GROSS
PROFIT |
|
|
|
29,763,293 |
26,243,380 |
|
| ADMINISTRATIVE
AND SELLING |
|
|
|
| EXPENSES |
|
|
20 |
14,991,208 |
16,746,411 |
|
|
|
|
|
---------- |
---------- |
|
| OPERATING
PROFIT |
|
|
|
14,772,085 |
9,496,969 |
|
| OTHER
INCOME |
|
|
21 |
571,464 |
60,733 |
|
|
|
|
---------- |
---------- |
|
|
|
|
15,343,549 |
9,557,702 |
|
| OTHER
CHARGES |
|
|
|
|
| Financial |
|
|
|
22 |
4,560,008 |
4,643,673 |
|
| Miscellaneous |
|
|
23 |
446,467 |
351,800 |
|
| Workers'
(profit) |
|
|
|
|
| Participation
fund |
|
|
516,854 |
234,830 |
|
| Workers'
welfare fund |
|
|
|
53,681 |
40,000 |
|
|
|
|
---------- |
---------- |
|
|
|
|
5,577,010 |
5,270,303 |
|
|
|
|
---------- |
---------- |
|
| PROFIT
BEFORE TAXATION |
|
|
9,766,539 |
4,287,399 |
|
| PROVISION
FOR TAXATION |
|
|
| - Current and prior years |
|
7 |
3,031,777 |
607,066 |
|
|
|
|
---------- |
---------- |
|
| PROFIT
AFTER TAXATION |
|
|
6,734,762 |
3,680,333 |
|
| UNAPPROPRIATED
PROFIT |
|
|
| - Brought forward |
|
|
28,896,705 |
2,521 |
|
|
|
|
---------- |
---------- |
|
| PROFIT
AVAILABLE FOR APPROPRIATION |
|
|
35,631,467 |
28,896,705 |
|
| APPROPRIATION: |
|
|
| - Proposed dividend @25% (1997:
Nil) |
|
1,500,000 |
- |
|
| UNAPPROPRIATED
PROFIT |
|
|
---------- |
---------- |
|
| - Carried to Balance Sheet |
|
|
34,131,467 |
28,896,705 |
|
|
|
|
========== |
========== |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
M. ANWAR MIR |
|
MALIK MANZOOR HAYAT NOON |
|
|
Managing Director |
|
Chairman & Chief Executive |
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED 30 JUNE, 1998 |
|
|
|
|
|
|
1998 |
1997 |
|
|
|
|
|
Rupees |
Rupees |
|
|
|
|
|
| CASH
INFLOW FROM OPERATING |
|
|
|
| ACTIVITIES
(Note 'A') |
|
8,757,017 |
9,835,199 |
|
| CASH
FLOW FROM INVESTING ACTIVITIES |
|
|
|
| Fixed
capital expenditure |
|
(3,746,608) |
(1,742,490) |
|
| Sale
proceeds of vehicles |
|
378,000 |
70,000 |
|
| Deferred
cost incurred |
|
(2,108,700) |
(317,500) |
|
| Long
term loans to employees-Net |
|
11,658 |
74,594 |
|
| Security
deposits |
|
(165) |
842,165 |
|
|
|
---------- |
---------- |
|
| NET
CASH (OUTFLOW) FROM INVESTING ACTIVITIES |
|
(5,465,815) |
(1,073,231) |
|
|
|
|
|
|
| CASH
FLOW FROM FINANCING ACTIVITIES |
|
|
|
| Finances
obtained under sale and |
|
|
|
| lease
back arrangements |
|
2,185,000 |
- |
|
| Lease
rentals paid |
|
|
(7,462,352) |
(9,275,500) |
|
| Security
deposits against assets |
|
|
|
| acquired
on finance lease |
|
(454,900) |
(578,500) |
|
| Interest
on long term loan |
|
- |
(1,471) |
|
| Shod
term finances - Net |
|
2,227,794 |
4,661,472 |
|
| Finance
charges paid on shod term finances |
|
(1,272,503) |
(1,125,238) |
|
| Dividend
paid |
|
|
(2,774) |
(2,608,171) |
|
|
|
|
|
---------- |
---------- |
|
| NET
CASH (OUTFLOW) FROM FINANCING ACTIVITIES |
|
(4,779,735) |
(8,927,408) |
|
|
|
|
|
| NET
(DECREASE)/INCREASE IN CASH |
|
|
|
| AND
CASH EQUIVALENTS |
|
(1,488,533) |
(165,440) |
|
| CASH
AND CASH EQUIVALENTS |
|
|
|
| At
the beginning of the year |
|
2,756,758 |
2,922,198 |
|
|
|
|
---------- |
---------- |
|
| CASH
AND CASH EQUIVALENTS |
|
|
| At
the end of the year |
|
1,268,225 |
2,756,758 |
|
|
|
========== |
========== |
|
|
| The
annexed note 'A' forms an integral pad of this Statement. |
|
|
|
M. ANWAR MIR |
|
MALIK MANZOOR HAYAT NOON |
|
|
Managing Director |
|
Chairman & Chief Executive |
|
|
|
|
|
|
|
|
|
1998 |
1997 |
|
|
|
|
Rupees |
Rupees |
|
| NOTE 'A' |
|
|
|
| CASH
FLOW FROM OPERATING ACTIVITIES |
|
|
|
| Profit
for the year - Before taxation |
|
9,766,539 |
4,287,399 |
|
| Adjustments
for: |
|
|
|
|
| Depreciation |
|
|
|
4,351,669 |
4,230,453 |
|
| Gain
on sale of vehicles |
|
|
(115,223) |
(30,187) |
|
| Gain
on sale and lease-back arrangements |
|
(9,250) |
- |
|
| Finance
charges on lease finances |
|
|
|
|
| and
short term finances |
|
4,332,755 |
4,279,026 |
|
| Deferred
income |
|
|
|
- |
(7,695) |
|
| Deferred
cost amortised |
|
|
|
496,640 |
80,600 |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
|
|
| CASH
INFLOW FROM OPERATING ACTIVITIES |
|
|
| -- Before working capital changes |
|
|
18,823,130 |
12,839,596 |
|
|
|
|
| (Increase)/Decrease
in current assets |
|
|
|
| Stores
and spares |
|
|
(449,844) |
1,169,484 |
|
| Stock-in-trade |
|
|
(5,738,000) |
4,776,411 |
|
| Trade
debtors |
|
|
19,383 |
2,261,013 |
|
| Advances,
deposits, prepayments |
|
|
|
| and
other receivables |
|
|
(91,177) |
117,949 |
|
|
|
|
| Increase/(Decrease)
in current liabilities |
|
|
| Creditors,
accruals and other |
|
|
|
| liabilities |
|
|
|
2,477,388 |
(1,362,912) |
|
| Workers'
welfare fund |
|
|
|
76,124 |
(1,047,890) |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
(3,706,126) |
5,914,055 |
|
|
|
|
|
---------- |
---------- |
|
| CASH
INFLOW FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
| -
Before taxation |
|
|
|
15,117,004 |
18,753,651 |
|
| Taxes paid |
|
|
|
(6,359,987) |
(8,918,452) |
|
|
|
---------- |
---------- |
|
| CASH
INFLOW FROM OPERATING ACTIVITIES |
|
|
|
|
|
| -
After taxation |
|
|
|
8,757,017 |
9,835,199 |
|
|
|
========== |
========== |
|
|
|
M. ANWAR MIR |
|
MALIK MANZOOR HAYAT NOON |
|
|
Managing Director |
|
Chairman & Chief Executive |
|
|
|
| NOTES
TO THE ACCOUNTS |
|
| FOR
THE YEAR ENDED 30 JUNE, 1998 |
|
|
| 1.
STATUS AND NATURE OF BUSINESS |
|
| The
Company was incorporated in Pakistan on 26 September, 1966 as a Public |
|
| Company
and its shares are quoted on Karachi and Lahore Stock Exchanges. It is |
|
| principally
engaged in manufacture and sale of dairy and its allied products. |
|
|
| 2.
SIGNIFICANT ACCOUNTING POLICIES |
|
|
| 2.1
Accounting convention |
|
| These
accounts have been prepared under the historical cost convention modified |
|
| by
capitalisation of exchange rate fluctuations in prior years as referred to in
note 2.4. |
|
|
| 2.2
Staff retirement benefits |
|
| The
Company operates a Provident Fund Scheme for all its employees since 1
May, ~,~ |
|
| 1986.
Contribution to the Fund is made monthly to cover obligation under the ~:.:~ |
|
| Scheme. |
|
|
| Till
30 April, 1986 the Company operated a Gratuity Scheme, the balance of which |
|
| was
paid to the eligible employees after 1 May, 1986. |
|
|
| 2.3
Provision for taxation |
|
| Provision
for taxation is made at current rates of taxation on taxable income for the |
|
| year,
if any, after taking into account available tax credits, rebates and brought |
|
| forward
losses. |
|
|
| The
Company does not account for tax effects of major timing differences if it
can r:;-~ |
|
| be
established with reasonable probability that these timing differences will
not |
|
| reverse
in the foreseeable future. |
|
|
| 2.4
Tangible fixed assets and depreciation |
|
| Operating
fixed assets are stated at cost less accumulated depreciation except |
|
| freehold
land which is stated at cost. Cost of plant and machinery consists of |
|
| historical
cost and exchange rate fluctuations on foreign currency loans capitalised |
|
| in
prior years. |
|
|
| Capital
work-in-progress is stated at cost. |
|
| Depreciation
is charged to income applying Reducing Balance Method to write-off |
|
| the
cost and capitalised exchange rate fluctuations over estimated remaining
useful |
|
| life
of assets. Rates of depreciation are stated in note 9. No depreciation is
provided |
|
| on
assets in the year of disposal whereas full year's depreciation is charged in
the |
|
| year
of purchase. |
|
|
| Gains/losses
on disposal of fixed assets are taken to Profit and Loss Account. |
|
|
| Normal
repairs and replacements are taken to Profit and Loss Account. Major |
|
| improvements
and |
