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| NATIONAL FOOD
LIMITED. |
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| Annual Reports
2003. |
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| CONTENTS |
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| Company
Information |
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| Our Vision |
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| Six years at a
Glance |
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| Financial Ratios |
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| Notice of Meeting |
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| Report of
Directors to the Shareholders |
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| Performance at
a Glance |
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| Statement of
Purchase & Sale of Shares |
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| Review Report
to the Members on Statement |
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| of Compliance
with best practice of |
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| code of
corporate governance |
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| Auditors'
Report to the Members |
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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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| Statement of
Changes in Equity |
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| Notes to the
Accounts |
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| COMPANY
INFORMATION |
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| BOARD OF
DIRECTORS |
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| Mr. A. Majeed |
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Chairman |
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| Mr. Abrar Hasan |
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Managing Director / Chief Executive |
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| Mr. Waqar Hasan |
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Director |
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| Mr. Khawar M.
Butt |
Director |
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| Mr. Zahid Majeed |
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Director |
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| Mr. Ebrahim
Qassim |
Director |
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| Ms. Jamila Waqar |
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Director |
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| Ms. M. E.
Majeed (Appointed) |
Director |
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| Mr. Firasat AM
(Resigned) |
Director (N.I.T. Nominee) |
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| Mr. Habib A.
Ismail Khairani |
Company Secretary |
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| AUDITORS |
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Riaz Ahmad, Saqib, Gohar & Company |
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Chartered Accountants, |
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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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Phone : 4945427 - 4946112 Fax: 4932629 |
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| REGISTRAR |
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Noble Computer Services (Pvt.) Limited |
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14-Banglore Town Housing Society, |
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Sharea-e-Faisal, Karachi-75350. |
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Phones : 4546978-4520121 Fax: (92-21) 4314962 |
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| BANKERS |
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Bank AI-Habib Limited |
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Mackinnons Building. I.I Chundrigar Road,
Karachi. |
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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 |
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Lahore City. |
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Phone : 5869366-8 |
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Bank Al-falah Limited |
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B.A. Building. I.I Chundrigar Road, Karachi. |
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Phones : 2414030 (10 Lines) Fax: 2417006 |
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Muslim Commercial Bank Limited |
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Clifton Corporate Branch, Kulsom Court, |
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Clifton, Karachi. |
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Phones : 5872286 - 5831835 Fax: 5872058 |
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Habib Bank Limited |
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Hub River Road Branch, Karachi. |
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Phone: 2572 197 |
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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, |
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5670646, 5670793 & 5672268 Fax No. 5684870 |
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| AUDIT
COMMITTEE |
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| Mr. Waqar Hasan |
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Chairman |
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| Mr. Khawar M.
Butt |
Member |
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| Mr. Ebrahim
Qassim |
Member |
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| Mr. Habib A.
Ismail Khairani |
Secretary |
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| INTERNAL
AUDITORS |
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| M/s Feroz Aziz
& Co. |
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| Chartered
Accountants |
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| CHIEF
FINANCIAL OFFICER |
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| Mr. Abdul Rahim |
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| COMPANY
MANAGEMENT |
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| Mr. Abrar Hasan |
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Chief Executive |
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| Mr. Habib A.
Ismail Khairani |
General Manager Corporate Finance |
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| Mr. Abdul Rahim |
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General Manager Finance |
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| Mr. S.M.H. Wasti |
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General Manager Material Management |
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| Mr. Shaikh
Irfan Aziz |
Exec. Manager Human Resource |
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| Mr. Abdul
Razzaq Kodvavi |
Exec. Manager Logistics |
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| Mr. Nasir Hameed |
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Exec. Manager Engineering & Development |
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| Mr. Noman
-ur-Rehman |
Exec. Manager Quality & Process Engineering |
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| Mr. M.Azhar Ali |
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Manager Production |
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| Mr. Shoib
Siddiqui |
Marketing Manager |
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| Mr. Zaheer
Ahmed |
Trade Marketing Manager |
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| OUR VISION |
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| Vision
Statement |
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| • 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 |
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| Research &
Development |
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| • To market our products globally |
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| • To target new, emerging segments of the
food market |
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| • To become a global brand |
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| Company
Mission |
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| • To deliver consistent quality to our
customers using pure ingredients, authentic recipes and the |
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| best available
technology |
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| • Dedicated to continuous improvement
through active alliances with international companies by |
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| expanding
technological and product horizons |
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| • To maintain close and direct contact
with our customers through consumer insights and |
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| dedicated service |
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| • To provide external and internal
customer service by excelling in functional management |
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| • To promote professionalism at all
levels through education, training and development of human |
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| resources |
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| • To deliver a fair return to our valued
investors and shareholders, annually, in line with industry |
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| norms and
economic conditions |
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| SIX YEARS AT A
GLANCE |
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1998 |
1999 |
2000 |
2001 |
2002 |
2003 |
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| PROFIT AND
LOSS STATEMENT |
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| Sales |
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503,645 |
644,352 |
765,675 |
915,136 |
994,637 |
1,135,642 |
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| Cost of Sales |
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390,437 |
513,323 |
578,472 |
675,226 |
741,555 |
825,454 |
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| Gross Profit |
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113,208 |
131,029 |
187,203 |
239,910 |
253,082 |
310,188 |
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| Administration
& Selling Expenses |
89,430 |
103,998 |
148,338 |
189,975 |
212,021 |
264,186 |
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| Financial Charges |
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8,042 |
12,776 |
12,614 |
14,149 . |
16,518 |
18,843 |
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| Other Charges |
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947 |
939 |
1,667 |
2,257 |
1,470 |
1,982 |
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| Other Income |
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815 |
1,277 |
994 |
2,157 |
1,854 |
4,850 |
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| Profit before Tax |
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15,604 |
14,593 |
25,578 |
35,686 |
24,927 |
30,027 |
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| Taxation |
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6,100 |
3,150 |
7,075 |
8,459 |
3,514 |
10,014 |
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| Profit after
taxation |
9,504 |
11,443 |
18,503 |
27,227 |
21,413 |
20,013 |
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| BALANCE SHEET |
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| Share Capital |
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36,961 |
42,505 |
42,505 |
42,505 |
42,505 |
42,505 |
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| Reserves |
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38,808 |
38,757 |
48,121 |
62,597 |
73,385 |
80,646 |
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| Shareholders'
Equity |
75,769 |
81,262 |
90,626 |
105,102 |
115,890 |
123,151 |
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| Long Term
Obligations |
5,995 |
7,583 |
14,209 |
13,811 |
8,697 |
54,713 |
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| Current
Liabilities & Provisions |
122,087 |
167,134 |
199,714 |
201,240 |
241,849 |
291,006 |
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| TOTAL |
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203,851 |
255,979 |
304,549 |
320,153 |
366,436 |
468,870 |
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| Fixed Assets -
Tangible |
75,128 |
78,299 |
84,938 |
109,210 |
138,996 |
187,564 |
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| Long Term
Security Deposits |
1,825 |
1,266 |
3,511 |
1,592 |
1,693 |
1,959 |
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| Current Assets |
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126,898 |
176,414 |
216,100 |
209,351 |
225,747 |
279,347 |
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| TOTAL |
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203,851 |
255,979 |
304,549 |
320,153 |
366,436 |
468,870 |
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| FINANCIAL
RATIOS |
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1998 |
1999 |
2000 |
2001 |
2002 |
2003 |
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| PERFORMANCE
MEASURES |
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| Return on
Shareholders' Equity |
12.54% |
14.08% |
20.42% |
25.91% |
18.48% |
16.25% |
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| Operating Return |
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7.65% |
5.70% |
8.40% |
11.15% |
6.80% |
6.40% |
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| PROFITABILITY
MEASURES |
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| Gross Profit
Margin |
22.48% |
20.34% |
24.45% |
26.22% |
25.44% |
27.31% |
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| Profit Margin |
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1.89% |
1.78% |
2.42% |
2.98% |
2.15% |
1.76% |
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| Earning per
share (Rs.) |
2.57 |
2.69 |
4.35 |
6.41 |
5.04 |
4.71 |
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| TESTS OF
INVESTMENT UTILISATION |
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| Asset turnover
(Times) |
2.69 |
2.8 |
2.73 |
2.93 |
2.9 |
2.72 |
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| Receivables
(Days) |
13.51 |
10.69 |
10.34 |
11.31 |
14.34 |
14.81 |
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| Days' Inventory |
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78.55 |
83.55 |
100.1 |
88.98 |
76.84 |
81.67 |
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| Receivable
turnover |
27.02 |
34.13 |
35.3 |
32.26 |
25.45 |
24.64 |
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| Inventory
Turnover (Times) |
4.65 |
4.38 |
3.65 |
4.1 |
4.75 |
4.47 |
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| TESTS OF
FINANCIAL CONDITION |
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| Current Ratio |
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1.04 |
1.06 |
1.08 |
1.04 |
0.93 |
0.96 |
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| Acid-test Ratio |
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0.26 |
0.22 |
0.19 |
0.29 |
0.27 |
0.24 |
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| Debt/Equity Ratio |
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7.91% |
9.33% |
15.68% |
13.14% |
7.50% |
44.43% |
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| Time Interest
Earned |
2.94 |
2.14 |
3.03 |
3.52 |
2.51 |
2.59 |
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| Book value per
share |
20.5 |
19.12 |
21.32 |
24.73 |
27.27 |
28.97% |
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| Return on assets |
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5.07% |
4.98% |
6.60% |
8.72% |
6.24% |
4.79 |
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| NOTICE OF
MEETING |
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| Notice is
hereby given that the 32nd annual general meeting of National Foods Limited
will be held at the |
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| registered
office situated at 12/CL-6, Claremont Road, Civil Lines Karachi, on Friday
the 31st October |
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| 2003, at 11:00
a.m., to transact the following business: |
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| Ordinary
Business: |
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| 1. To confirm the minutes of the 31st annual
general meeting held on 30th October 2002. |
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| 2. To receive, consider and approve the
audited accounts for the year ended 30th June 2003. |
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| 3. To approve payment of cash dividend @ 30%
(Rs. 3.00 per share of Rs. 10 each) as recommended by |
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| the directors. |
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| 4. To elect Directors for a period of 3
years. The Board of Directors have fixed number of Directors to be |
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| elected is 7
excluding any director(s) nominated by Development Financial Institutions.
Following are |
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| the retiring
directors who are also eligible to offer themselves for re-election: |
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| i) Mr. A. Majeed |
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v)
Mr. Zahid Majeed |
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| ii) Mr. Waqar Hasan |
vi)
Mr. Ebrahim Qassii |
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| iii) Mr. Khawar M. Butt |
vii)
Ms. Jamila Waqar |
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| iv) Mr. Abrar Hasan |
viii)
Ms. M. E. Majeed |
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| Any person who
seeks to contest the election of directors may file his consent to the
Company in |
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| accordance
with the Companies Ordinance, 1984. |
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| 5. To appoint auditors for the year 2003-2004
and to fix their remuneration. The retiring auditors Messrs. |
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| Riaz Ahmad,
Saqib, Gohar & Company, Chartered Accountants being eligible, have
offered themselves |
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| for
re-appointment as auditors. |
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| Special
Business: |
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| 6. To pass following resolution with or
without modification: |
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| Increase in
Authorized Capital: |
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| To increase
the authorised capital of the company by Rs. 50 millions and to amend
accordingly the |
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| Memorandum and
Articles of Association of the Company by passing the following resolution as
special |
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| resolution: |
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| i) "The authorized capital of the
company be increased from Rs. 50,000,000 to Rs. 100,000,000 by |
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| creation of
5,000,000 new ordinary shares of Rs. 10 each", |
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| ii) "The Memorandum of Association of
the Company be altered by substituting for the figures and |
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| words
"50,000,000 (Rupees fifty millions) and 5,000,000 appearing in Clause V,
with the figures |
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| and words
"100,000,000 (Rupees hundred millions)" and 10,000,000
respectively", |
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| iii) "The Articles of Association of the
Company be altered by substituting for the figures and words |
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| "50,000,000
(Rupees fifty million)" and 5,000,000 appearing in Article 4, with the
figures and words |
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