| Noon Pakistan Limited |
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| Annual
Report 2000 |
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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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| FIVE
YEARS REVIEW AT A GLANCE |
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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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| STATEMENT
OF CHANGES IN EQUITY |
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| NOTES
TO THE ACCOUNTS |
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| PATTERN
OF SHARE HOLDING |
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| Corporate
Information |
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| BOARD
OF DIRECTORS |
Malik Manzoor Hayat Noon |
Chairman |
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|
M. Anwar Mir |
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and Chief Executive |
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K. Iqbal Talib |
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|
Javed Ali Khan |
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Ahmad Ali |
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Raja Asghar Mehmood |
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|
Shahid Nasim |
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(Nominee ICP) |
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| MANAGING
DIRECTOR |
M. Anwar Mir |
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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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| PLANT |
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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 33rd Annual General Meeting of Noon Pakistan Limited
will be held |
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| at
66-Garden Block, New Garden Town, Lahore on Saturday, 30 December, 2000 at
11:30 a.m. to |
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| transact
the following business: |
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| 1.
To confirm the minutes of the last Annual General Meeting held on 31
December, 1999. |
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| 2.
To receive, consider and adopt the audited accounts for the year ended 30
June, 2000 and |
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| the
report of the directors and auditors thereon. |
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|
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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
permission of |
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| the Chairman. |
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| The
share transfer books of the Company shall remain closed from 21 December,
2000 to 30 |
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| December,
2000. Shares transfers received upto close of business on 20 December, 2000
shall |
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| entitle
the transferees to the above dividend. |
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| A
member entitled to attend and vote at this meeting may appoint another member
as his/her |
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| proxy
to attend, speak and vote on his/her behalf. Proxies in order to be effective
must be received |
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| by
the Company at the registered office not less than 48 hours before the
meeting. |
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| The
account holders of central depository company are requested to bring original
National |
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| Identity
Card for purpose of identification at the meeting. |
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By order of the Board |
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SYED ANWAR ALI |
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| Lahore:
06 December, 2000. |
|
Secretary |
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| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
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| The
Directors are pleased to welcome you to the 33rd Annual General Meeting of
the Company. |
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| The
year under review has regrettably not been as productive as the Directors had
thought at the |
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| time
of presenting the half yearly accounts. Although the Company worked at an
unprecedented |
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| higher
level of throughput yet the end result has turned out to be contrary to
expectations. |
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| As
to the actual operation of the plant the Directors wish to state that the
intake of fresh milk for the |
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| year
under review was 36% higher than the previous year increasing the Company's
turn over to |
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| Rs.
268 million which represents an increase of 28% as compared to that of 1999.
However, due to |
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| various
factors adversely affecting the profitability, discussed later, the increased
intake of fresh |
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| milk
reduced the gross profit from 12.14% to 11.29% reflecting in a loss of Rs.
1.784 million for the year. |
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| The
depressed marketing conditions, higher depreciation charged on account of
re-evaluation of |
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| plant
and machinery, increased cost of fuel & power, rent, rate & taxes,
and selling & distribution |
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| expenses
account for the above loss. Another factor affecting the loss is on account
of shift in |
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| sales
towards products with lower added value, mainly to dispose off the surplus
fat resulting from |
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| increased
intake of raw milk. |
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| The
Directors are pleased to state that after hectic efforts the Management was
able to get sui gas |
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| connection
to the plant which is the first in the industrial sector in Bhalwal. The use
of gas instead |
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| of
furnace oil in the plant will not only bring considerable savings in the cost
of fuel, but will reduce |
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| the
environmental pollution as well. It is pertinent to mention here that the
price of furnace oil has |
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| registered
an increase of 41% during the year under review. |
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| The
milk intake for the 5 months of the current financial year is 5% less than
the quantity received |
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| in
the same period last year. The Management is endeavouring not only to bring
down the selling |
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| and
distribution expenses but is also reverting to restrict milk intake to
correspond with the sales of |
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| products
with added value. This will result in overall reduction in cost of sales,
Inshallah to improve |
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| the
profitability of the Company. |
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| Your
Directors confidence in your Company's immediate future is reflected in the
proposal to pay |
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| dividend
of 15% inspite of current year's loss. |
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|
Rupees |
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| Profit
for the year before taxation |
|
(1,784,777) |
|
| Provision
for taxation |
|
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|
| Current
and prior years |
|
2,408,085 |
|
|
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|
------------------ |
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|
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|
(4,192,862) |
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| Unappropriated
profit, brought forward |
|
31,868,912 |
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------------------ |
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|
27,676,050 |
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| Proposed
Appropriation: |
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| Proposed
Dividend @ 15% |
|
900,000 |
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------------------ |
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| Unappropriated
profit - carried to balance sheet |
|
26,776,050 |
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|
========== |
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| The
retiring auditors, Messrs Hameed Chaudhri & Co., Chartered Accountants,
being eligible offer |
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| themselves
for re-appointment for the year 2000-2001. |
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| The
pattern of shareholding in your Company is annexed. |
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| The
Board of Directors wish to express their appreciation for the dedicated
efforts and hard work |
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| shown
by its employees during the year under review. |
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| Your
Directors report with a heavy heart that Col. Mohammad Bashir Ahmad, who was
associated |
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| with
the Company as General Manager for the last 20 years, passed away on 4th
December, 2000. |
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| Col.
Bashir possessed rare qualities of head and heart and the Directors wish to
place on record |
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| his
invaluable contribution during his tenure of association with the Company. |
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for and on behalf of the Board |
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|
MALIK MANZOOR HAYAT NOON |
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| Lahore:
06 December, 2000. |
|
Chairman & Chief Executive |
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| FIVE
YEARS' REVIEW AT A GLANCE |
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|
Y E A R |
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| PARTICULARS |
1996 |
1997 |
1998 |
1999 |
2000 |
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| Raw
material Processed |
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| Fresh milk |
Kg. |
13,317,589 |
11,268,217 |
12,072,255 |
13,122,887 |
17,963,301 |
|
| Skimmed milk |
Kg. |
579,867 |
2,085,409 |
1,064,670 |
342,379 |
433,125 |
|
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|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
|
| Production |
|
| Butter |
Kg. |
756,330 |
586,838 |
630,008 |
633,473 |
615,442 |
|
| Milk powder |
Kg. |
1,114,176 |
985,057 |
967,534 |
889,625 |
1,246,629 |
|
| Cheese |
Kg. |
68,549 |
84,427 |
109,503 |
107,981 |
395,826 |
|
| Ghee |
Kg. |
7,985 |
4,848 |
4,899 |
7,824 |
27,535 |
|
| Cream |
Kg. |
-- |
-- |
-- |
54,920 |
550,298 |
|
| Pasteurised milk |
Kg. |
-- |
-- |
-- |
652,627 |
1,795,364 |
|
|
------------------ |
------------------ |
------------------ |
------------------ |
------------------ |
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|
Rs. in 000's |
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|
| Paid up capital |
|
6,000 |
6,000 |
6,000 |
6,000 |
6,000 |
|
| Reserves
and surplus |
27,416 |
28,897 |
34,131 |
31,869 |
27,676 |
|
| Shareholders
equity |
33,416 |
34,897 |
40,131 |
37,869 |
33,676 |
|
| Fixed Assets - |
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| Cost
less depreciation |
27,218 |
31,455 |
32,449 |
37,098 |
77,541 |
|
| Sales - Net |
|
180,691 |
165,181 |
178,902 |
209,510 |
268,428 |
|
| Cost of sales |
|
140,718 |
138,938 |
149,139 |
184,056 |
238,113 |
|
| Gross profit |
|
39,973 |
26,243 |
29,763 |
25,454 |
30,314 |
|
| Profit/(Loss)
before tax |
21,318 |
4,287 |
9,767 |
1,249 |
(1,785) |
|
| Profit/(Loss)
after tax |
13,994 |
3,680 |
6,735 |
(1,062) |
(4,193) |
|
| Cash dividend |
|
35% |
-- |
25% |
20% |
15% |
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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, 2000 |
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| and
the related profit and loss account, cash flow statement and statement of
changes in equity |
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| together
with the notes forming part thereof, for the year then ended and we state
that we have |
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| obtained
all the information and explanations which to the best of our knowledge and
belief were |
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| necessary
for the purposes of our audit. |
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| It
is the responsibility of the Company's management to establish and maintain a
system of internal |
|
| control,
and prepare and present the above said statements in conformity with the
approved |
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| accounting
standards and the requirements of the Companies Ordinance, 1984. Our
responsibility |
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| is
to express an opinion on these statements based on our audit. |
|
|
| We
conducted our audit in accordance with the auditing standards as applicable
in Pakistan. |
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| These
standards require that we plan and perform the audit to obtain reasonable
assurance about |
|
| whether
the above said statements are free of any material misstatement. An audit
includes |
|
| examining,
on a test basis, evidence supporting the amounts and disclosures in the above
said |
|
| statements.
An audit also includes assessing the accounting policies and significant
estimates |
|
| made
by management, as well as, evaluating the overall presentation of the above
said statements. |
|
| We
believe that our audit provides a reasonable basis for our opinion and, after
due verification, we |
|
| report that: |
|
|
| a)
in our opinion: |
|
|
| i)
the balance sheet and profit and loss account together with the notes thereon
have |
|
| been
drawn up in conformity with the Companies Ordinance, 1984 and are in |
|
| agreement
with the books of account and are further in accordance with accounting |
|
| policies
consistently applied except for the change as stated in note 2.10 with which |
|
| we concur; |
|
|
|
|
| ii)
the expenditure incurred during the year was for the purpose of the Company's |
|
| business; and |
|
|
|
| iii)
the business conducted, investments made and the expenditure incurred during
the |
|
| year
were in accordance with the objects of the Company; |
|
|
| b)
in our opinion and to the best of our information and according to the
explanations given |
|
| to
us, the balance sheet, profit and loss account, cash flow statement and
statement of |
|
| changes
in equity together with the notes forming part thereof conform with approved |
|
| accounting
standards as applicable in Pakistan, and, give the information required by
the |
|
| Companies
Ordinance, 1984 in the manner so required and respectively give a true and |
|
| fair
view of the state of the Company's affairs as at 30 June, 2000 and of the
loss, its cash |
|
| flows
and changes in equity for the year then ended; and |
|
|
| c)
in our opinion, Zakat deductible at source under the Zakat and Ushr
Ordinance, 1980 |
|
| (XVIII
of 1980), was deducted by the Company and deposited in the Central Zakat Fund |
|
| established
under Section 7 of that Ordinance. |
|
|
|
|
HAMEED CHAUDHRI & CO., |
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| Lahore:
30 November, 2000. |
|
CHARTERED ACCOUNTANTS |
|
|
|
| BALANCE
SHEET AS AT 30 JUNE, 2000 |
|
|
|
|
2000 |
1999 |
|
|
Note |
Rupees |
Rupees |
|
|
| SHARE
CAPITAL AND RESERVES |
|
|
| Authorised
capital |
|
|
| 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 |
|
|
26,776,050 |
31,868,912 |
|
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|
|
------------------ |
------------------ |
|
|
|
|
32,776,050 |
37,868,912 |
|
|
|
|
|
|
| SURPLUS
ON REVALUATION |
|
| OF
FIXED ASSETS |
|
4 |
34,793,030 |
0 |
|
|
|
| LIABILITIES
AGAINST ASSETS |
|
| SUBJECT
TO FINANCE LEASE |
|
5 |
12,122,451 |
11,511,874 |
|
|
|
|
| CURRENT
LIABILITIES |
|
| Current
portion of liabilities against |
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| assets
subject to finance lease |
|
5 |
6,376,554 |
4,464,709 |
|
| Short
term finances |
|
6 |
16,339,770 |
9,048,189 |
|
| Creditors,
accruals and other |
|
|
|
| liabilities |
|
|
7 |
25,685,257 |
17,590,060 |
|
| Workers'
welfare fund |
|
|
103,400 |
103,400 |
|
| Provision
for taxation |
|
8 |
930,274 |
3,555,000 |
|
| Dividend |
|
|
9 |
1,640,035 |
1,998,966 |
|
|
|
|
|
------------------ |
------------------ |
|
|
|
51,075,290 |
36,760,324 |
|
| CONTINGENCIES
AND COMMITMENTS |
10 |
-- |
-- |
|
|
|
|
------------------ |
------------------ |
|
|
|
130,766,821 |
86,141,110 |
|
|
========== |
========== |
|
|
|
|
|
| TANGIBLE
FIXED ASSETS |
|
|
|
| Operating
fixed assets |
|
11 |
77,540,689 |
37,098,085 |
|
| Capital
work-in-progress |
|
12 |
2,077,327 |
902,819 |
|
| Stores
held for capital expenditure |
|
|
211,909 |
518,497 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
79,829,925 |
38,519,401 |
|
| DEFERRED
COST |
|
13 |
1,523,412 |
2,625,082 |
|
| LONG
TERM LOANS |
|
14 |
68,140 |
63,100 |
|
| SECURITY
DEPOSITS |
|
|
413,574 |
532,333 |
|
|
|
|
|
|
| CURRENT
ASSETS |
|
|
|
| Stores
and spares |
|
15 |
10,680,017 |
10,082,039 |
|
| Stock-in-trade |
|
|
16 |
24,212,000 |
15,326,000 |
|
| Trade debtors |
|
|
17 |
3,898,233 |
8,051,592 |
|
| Advances,
prepayments and |
|
|
|
| other
receivables |
|
18 |
4,919,383 |
9,112,658 |
|
| Cash
and bank balances |
|
19 |
5,222,137 |
1,828,905 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
48,931,770 |
44,401,194 |
|
|
|
------------------ |
------------------ |
|
|
|
130,766,821 |
86,141,110 |
|
|
========== |
========== |
|
|
|
|
| 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, 2000 |
|
|
|
|
2000 |
1999 |
|
|
Note |
Rupees |
Rupees |
|
|
| SALES - Net |
|
20 |
268,427,928 |
209,510,525 |
|
| COST
OF SALES |
|
21 |
238,113,555 |
184,056,139 |
|
|
|
------------------ |
------------------ |
|
| GROSS
PROFIT |
|
|
30,314,373 |
25,454,386 |
|
| ADMINISTRATIVE
AND SELLING EXPENSES |
22 |
25,833,243 |
19,108,925 |
|
|
|
|
------------------ |
------------------ |
|
| OPERATING
PROFIT |
|
|
4,481,130 |
6,345,461 |
|
| OTHER
INCOME |
|
23 |
319,983 |
119,044 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
4,801,113 |
6,464,505 |
|
| OTHER
CHARGES |
|
| Financial |
|
24 |
5,619,380 |
4,803,011 |
|
| Miscellaneous |
|
25 |
966,510 |
346,500 |
|
| Workers'
(profit) Participation Fund |
|
0 |
65,750 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
6,585,890 |
5,215,261 |
|
|
------------------ |
------------------ |
|
| (LOSS)/PROFIT
BEFORE TAXATION |
|
(1,784,777) |
1,249,244 |
|
|
|
| PROVISION
FOR TAXATION |
|
| Current
and prior years |
|
8 |
2,408,085 |
2,311,799 |
|
|
------------------ |
------------------ |
|
| LOSS
AFTER TAXATION |
|
(4,192,862) |
(1,062,555) |
|
| UNAPPROPRIATED
PROFIT- Brought forward |
|
31,868,912 |
34,131,467 |
|
|
|
|
------------------ |
------------------ |
|
| PROFIT
AVAILABLE FOR APPROPRIATION |
|
27,676,050 |
33,068,912 |
|
|
|
|
|
| APPROPRIATION: |
|
| - Proposed dividend @ 15%
(1999: @ 20%) |
|
900,000 |
1,200,000 |
|
|
|
|
------------------ |
------------------ |
|
| UNAPPROPRIATED
PROFIT |
|
|
|
| - Carried to Balance Sheet |
|
|
26,776,050 |
31,868,912 |
|
|
|
|
------------------ |
------------------ |
|
| LOSS
PER SHARE |
|
26 |
(6.99) |
(1.77) |
|
|
========== |
========== |
|
|
| 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, 2000 |
|
|
|
|
2000 |
1999 |
|
|
|
Rupees |
Rupees |
|
|
| CASH
INFLOW FROM OPERATING |
|
| ACTIVITIES
(Note 'A') |
|
13,450,777 |
13,888,003 |
|
|
|
|
|
| CASH
FLOW FROM INVESTING ACTIVITIES |
|
| Fixed
capital expenditure |
|
(13,058,766) |
(1,071,409) |
|
| Sale
proceeds of fixed assets |
|
509,000 |
215,000 |
|
| Deferred
cost incurred |
|
0 |
(1,849,292) |
|
| Long
term loans to employees - net |
|
54,560 |
(3,750) |
|
| Security
deposits |
|
118,759 |
(413,500) |
|
|
|
------------------ |
------------------ |
|
| CASH
OUTFLOW FROM INVESTING ACTIVITIES |
(12,376,447) |
(3,122,951) |
|
|
|
|
|
|
| CASH
FLOW FROM FINANCING ACTIVITIES |
|
| Finances
obtained under sale and |
|
| lease
back arrangements |
|
6,290,500 |
0 |
|
| Lease
rentals paid |
|
(7,900,066) |
(6,885,865) |
|
| Security
deposits against assets |
|
|
|
| acquired
on finance lease |
|
(121,500) |
(174,613) |
|
| Short
term finances - net |
|
7,291,581 |
(457,372) |
|
| Financial
charges paid on short term finances |
|
(1,982,682) |
(1,613,596) |
|
| Dividend paid |
|
|
(1,258,931) |
(1,072,926) |
|
|
|
------------------ |
------------------ |
|
| CASH
INFLOW/(OUTFLOW) FROM |
|
| FINANCING
ACTIVITIES |
|
2,318,902 |
(10,204,372) |
|
|
|
|
------------------ |
------------------ |
|
| NET
INCREASE IN CASH AND |
|
|
|
| CASH
EQUIVALENTS |
|
3,393,232 |
560,680 |
|
|
|
|
|
| CASH
AND CASH EQUIVALENTS |
|
| - At the beginning of year |
|
|
1,828,905 |
1,268,225 |
|
|
|
|
------------------ |
------------------ |
|
| CASH
AND CASH EQUIVALENTS |
|
| - At the end of the year |
|
|
5,222,137 |
1,828,905 |
|
|
|
|
========== |
========== |
|
|
| The
annexed note 'A' forms an integral part of this Statement. |
|
|
|
M. ANWAR MIR |
|
MALIK MANZOOR HAYAT NOON |
|
|
Managing Director |
|
Chairman & Chief Executive |
|
|
|
|
|
2000 |
1999 |
|
|
|
Rupees |
Rupees |
|
|
| NOTE 'A' |
|
|
| CASH
FLOW FROM OPERATING ACTIVITIES |
|
| (Loss)/Profit
for the year- Before taxation |
|
(1,784,777) |
1,249,244 |
|
| Adjustments
for: |
|
|
|
| Depreciation |
|
|
7,387,370 |
4,934,511 |
|
| Gain
on sale of fixed assets |
|
(140,099) |
(67,904) |
|
| Financial
charges on lease finances |
|
|
|
| and
short term finances |
|
5,302,257 |
4,401,135 |
|
| Deferred
cost amortised |
|
1,101,670 |
1,107,367 |
|
|
------------------ |
------------------ |
|
| CASH
INFLOW FROM OPERATING ACTIVITIES |
|
| - Before working capital changes |
|
|
11,866,421 |
11,624,353 |
|
|
|
|
|
|
| (Increase)/Decrease
in current assets |
|
|
|
