National Foods Ltd - 2005
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BALANCE SHEET AS AT JUNE 30, 2005
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                                                                 June30,         June30,
                                                                    2005            2004
                                                                    (Rupees in thousand)
                                                         Notes                (Restated)
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ASSETS
NON-CURRENT ASSETS:
Property, plant and equipment                             3      226,575         177,867
Intangibles                                               4        4,290           5,069
Long term deposits                                                 2,139           1,941
                                                                 233,004         184,877
CURRENT ASSETS:
Stores, spare parts and loose tools                                3,299           1,921
Stock in trade                                            5      356,655         273,930
Trade debts                                               6       75,877          54,169
Advances                                                  7       14,029          18,065
Trade deposits and prepayments                            8        1,822           2,126
Other receivables                                         9          913           1,331
Tax refunds due from / adjustable with the government    10       17,553          25,477
Cash and bank balances                                   11        5,579           2,871
                                                                 475,727         379,890
                                                                 708,731         564,767
SHARE CAPITAL AND RESERVES:
Issued, subscribed and paid-up capital                   12       42,505          42,505
Capital Reserve - Share premium                                    6,102           6,102
Unappropriated profit                                            134,494         120,843
                                                                 183,101         169,450
NON-CURRENT LIABILITIES:
Long term financing                                      13       76,000          21,000
Liabilities against assets subject to finance leases     14        2,331               -
Deferred tax                                             15       11,808          12,500
                                                                  90,139          33,500
CURRENT LIABILITIES:
Trade and other payables                                 16      140,458         127,072
Accrued interest / mark up                               17        4,688           1,715
Short term borrowings                                    18      270,718         207,894
CURRENT MATURITY OF:
Long term financing                                      13        6,000           6,000
Liabilities against assets subject to finance lease      14        1,627             636
Provision for income tax                                          12,000          18,500
                                                                 435,491         361,817
Commitments                                              19
                                                                 708,731         564,767
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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2005
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                                                        Notes       2005            2004
                                                                    (Rupees in thousand)
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Sales                                                    20    1,533,879       1,273,032
Cost of sales                                            21   (1,136,727)      (919,282)
Gross profit                                                     397,152         353,750
Distribution cost                                        21     (289,857)      (229,323)
Administrative expenses                                  21      (51,842)       (41,467)
Other operating expenses                                 22       (3,242)        (4,924)
Other operating income                                   23        4,498           1,958
Profit from operations                                            56,709          79,994
Finance costs                                            24      (14,438)       (11,640)
Profit before taxation                                            42,271          68,354
Taxation                                                 25      (11,618)       (22,055)
Profit after taxation                                             30,653          46,299
Earnings per share - basic and diluted - Rupees          26         7.21           10.89
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CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2005
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                                                                    2005            2004
                                                        Notes       (Rupees in thousand)


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CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations                           31       (8,008)         46,523
Finance cost paid                                                (10,907)       (10,153)
Income tax paid                                                  (10,886)       (10,976)
Net increase in long term deposits                                  (198)             18
Net cash (used in) / from operating activities                   (29,999)         25,412
CASH FLOWS FROM INVESTING ACTIVITIES:
Fixed capital expenditure                                        (69,943)       (24,273)
Sale proceeds of property, plant and
 equipment on disposal                                             4,126           4,991
Net cash used in investing activities                            (65,817)       (19,282)
CASH FLOWS FROM FINANCING ACTIVITIES:
Long term financing - net                                         55,000        (23,000)
Liabilities against assets subject
 to finance leases - net                                          (2,450)       (1 ,885)
Dividend paid                                                    (16,850)       (12,692)
Net cash from / (used in) financing activities                    35,700        (37,577)
Net decrease in cash and cash equivalents                        (60,116)       (31,447)
Cash and cash equivalents at the beginning of the year          (205,023)     (1 73,576)
Cash and cash equivalents at the end of the year         32     (265,139)      (205,023)
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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2005
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                                                     Issued        Capital
                                                    subscribed     reserve
                                                    and paid up     Share       Unappropriated
                                                     capital       premium           profit            Total
                                                                                  (Restated)
                                          Notes                                         (Rupees in thousand)
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Balance as at June 30, 2003
 as previously reported                               42,505         6,102               74,544      123,151
Change in accounting policy for
 recognition of declared dividend          2.21            -             -               12,752       12,752
Balance as at June 30, 2003 as restated              42,505         6,102               87,296      135,903
Final dividend for the year ended
 June 30, 2003 (Rs 3 per share)                           -             -              (12,752)    (12,752)
Profit for the year ended June 30, 2004                   -             -               46,299       46,299
Balance as at June 30, 2004 as restated    2.21      42,505         6,102              120,843      169,450
Final dividend for the year ended
 June 30, 2004 (Rs 4 per share)                           -             -              (17,002)    (17,002)
Profit for the year ended June 30, 2005                   -             -               30,653       30,653
Balance as at June 30, 2005                          42,505         6,102              134,494      183,101
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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2005
1. THE COMPANY AND ITS OPERATIONS

The company was incorporated in Pakistan on February 19, 1970 as a private limited company under the Companies Act, 1913 and subsequently converted into a public limited company under the Companies Ordinance, 1984 by special resolution passed in the extra ordinary general meeting held on March 30, 1988.

The company is principally engaged in the manufacture and sale of spices, pickles, ketchup, jams, jellies, sauces, cooking pastes and salt.

It is listed on Karachi, Lahore and Islamabad Stock Exchanges. The registered office of the company is situated at 12 / CL - 6, Claremont Road, Civil Lines, Karachi.
2. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies adopted in the preparation of these financial statements are set out below:

2.1. BASIS OF PREPARATION

These financial statements have been prepared in accordance with approved accounting standards as applicable in Pakistan and the requirements of the Companies Ordinance, 1984.

Approved accounting standards comprise of such International Accounting Standards as notified under the provisions of the Companies Ordinance, 1984.

Wherever, the requirements of the Companies Ordinance, 1984 or directives issued by the Securities and Exchange Commission of Pakistan (SECP) differ with the requirements of these standards, the requirements of the Companies Ordinance, 1984 or the requirements of the said directives have been followed.

2.2. OVERALL VALUATION POLICY

These financial statements have been prepared under the historical cost convention except as disclosed in the accounting policies below.

2.3. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost less accumulated depreciation and impairment, if any, except capital work in progress, which is stated at cost.

Depreciation is charged to income applying the reducing balance method over the estimated useful lives of related assets, at the rates specified in note 3.1 to the financial statements.

During the year, the Company, in view of the recommendation of Institute of Chartered Accountants of Pakistan, reviewed the pattern in which the assets' economic benefits are consumed.

Until last year, full year's depreciationmortisation was charged in the year of acquisition, whereas no depreciationmortisation was charged in the year of disposal.

Effective from current year, depreciationmortisation on additions is charged from the month in which the assets is put to use and on disposals upto the month of disposal.

This has resulted in reduced depreciationmortisation charge for the year by Rs 2,692,492.

Maintenance and normal repairs are charged to income as and when incurred; also individual assets costing up to Rs 5,000 are charged to income.

Major renewals and improvements are capitalised and assets so replaced, if any, are retired.

Profit and loss on sale or retirement of property, plant and equipment is included in income currently.

2.4. INTANGIBLES

These are stated at cost less accumulated amortisation and impairment, if any. Generally, cost associated with developing or maintaining computer software programmes are recognised as an expense as incurred.

However, cost that are directly associated with identifiable software and have probable economic benefit exceeding the cost beyond one year, are recognised as intangible asset.

Direct cost includes the purchase cost of software and related overhead cost.

Amortisation charge is based on the reducing balance method whereby the cost of an asset is written-off over its estimated useful life using rate specified in note 4.1.

2.5. TAXATION

(i) Current

The provision for current taxation is based on taxable income at the current rates of taxation.

(ii) Deferred

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax base of assets and liabilities and their carrying amounts in the financial statements.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

2.6. EMPLOYEE BENEFITS

Retirement benefits - defined contribution plan

The company operates an approved provident fund for all permanent employees. The Company and the employees make equal contributions to the fund.

Others - compensated absences

The company accounts for these benefits in the period in which the absences are earned.

2.7. STORES, SPARES AND LOOSE TOOLS

These are valued at weighted average cost less provision for slow moving and obsolete stores, spares and loose tools, if any.

Items in transit are valued at cost comprising invoice values plus other charges incurred thereon.

2.8. STOCK IN TRADE

All stocks are stated at the lower of cost and estimated net realisable value. Cost is determined by average method except for those in transit where if represents invoice value and other charges paid thereon.

Cost of work in process and finished goods includes direct cost of materials, direct cost of labour and production overheads.

Net realisable value signifies the estimated selling price in the ordinary course of business less cost necessarily to be incurred in order to make the sale.

2.9. TRADE AND OTHER DEBTS

Trade and other debts are stated at original invoice amount. Debts considered irrecoverable are written off and provision is made against those considered doubtful of recovery.

2.10. CASH AND CASH EQUIVALENTS

Cash and cash equivalents are carried in the balance sheet at cost. For the purposes of the cash flow statement, cash and cash equivalents comprise cash in hand, with banks on current accounts and short term borrowings.

2.11. IMPAIRMENT LOSSES

The carrying amount of the Company's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment loss.

If such indication exist, the assets recoverable amount is estimated in order to determine the extent of impairment loss, if any. Impairment losses are recognised as expense in the profit and loss account.

2.12. LEASES

Finance leases are capitalised at the inception of the lease at the lower of fair value of the asset and the present value of minimum lease payments.

The outstanding obligation under the lease less finance charges allocated to future periods is shown as a liability.

Financial charges are allocated to accounting periods in a manner so as to provide a constant periodic rate of charge on the outstanding liability.

2.13. TRADE AND OTHER PAYABLES

Trade and other payables are carried at the fair value of the consideration to be paid for goods and services.

2.14. BORROWING COSTS

Borrowing costs are recognised as an expense in the period in which these are incurred except to the extent of borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying assets, if any, are capitalised as part of the cost of that asset.

2.15. PROVISIONS

Provisions are recognised when the company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.

2.16. FINANCIAL INSTRUMENTS

Financial instruments include trade and other debts, cash and bank balances, long term finance, liabilities against assets subject to finance leases, trade and other payables, accrued interest I mark up and short term borrowings.

The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.

2.17. FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION

Foreign currency transactions are translated into Pak Rupees using the exchange rates approximating those prevailing at the dates of the transactions.

All monetary assets and liabilities in foreign currencies are translated into Pak rupees at the rates of exchange approximating those prevailing at the balance sheet date.

Exchange gain / loss on translation are included in income currently.

2.18. REVENUE'RECOGNITION

Sales are recognised on despatch of goods to customers.

2.19. RESEARCH AND DEVELOPMENT

Research and development expenditure is charged to profit and loss account in the period in which it is incurred.

2.20. OFFSETTING

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to set-off the recognised amounts and the company intends to either settle on a net basis, or to realise the asset and settle the liability simultaneously.

2.21. DIVIDENDS

During the year, the Company changed its accounting policy with respect to the treatment of recognising dividends declared after the balance sheet date, consequential to amendment in the Fourth Schedule to the Companies Ordinance, 1984.

In order to conform with the Fourth Schedule to the Companies Ordinance, 1984 and the treatment in lAS 10, "Events after the balance sheet date", the company now recognises such dividends as a liability at the time of their declaration rather than at the balance sheet date.

This change in accounting policy has been accounted for retrospectively. The comparative statement for 2004 has been restated to conform to the changed policy as reflected in the statement of changes in equity.

The effect of change, which is the amount of final dividend proposed for 2003, has been increased in opening unappropriated profit for 2004 as shown below:

Statement of unappropriated profit
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                                                                    2005            2004
                                                                    (Rupees in thousand)
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Opening unappropriated profit as previously reported             103,841          74,544
Effect of change in accounting policy with respect to
 dividend - proposed final dividend for 2004 and 2003             17,002          12,752
Opening unappropriated profit, restated                          120,843          87,296
Net profit / (loss) for the year                                  30,653          46,299
Dividend paid                                                    (17,002)       (12,752)
                                                                 134,494         120,843
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3. PROPERTY, PLANT AND EQUIPMENT
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                                                                    2005            2004
                                                     Notes          (Rupees in thousand)
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Operating assets                                      3.1        182,688         173,307
Capital work in progress - at cost                    3.2         43,887           4,560
                                                                 226,575         177,867
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3.1. OPERATING ASSETS
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                        Cost as at   Additions/    Cost as at  Accumulated  Depreciation  Accumulated    Net Book          Annual
                        July 1,      (disposals)  /June 30,    depreciation) charge for   depreciation   value as at      rate of
                        2004         transfers*    2005        as at        the year/      as at         June 30,    depreciation
                                                               July 1,      (on disposal  June 30,       2005                   %
                                                               2004         transfer*      2005
                                                                                          (Rupees in thousand)
=================================================================================================================================
Leasehold Land           13,014        2,000        15,014           -          384           384        14,630        1.16- 2.70
Building-on
leasehold land           56,219        2,412        58,631      26,429        3,056        29,485        29,146                10
Plant and machinery
including generators    135,142       12,447       147,321      50,817        9,343        60,240        87,081                10
                                     (1,686)                                  (780)
                                       1,418*                                   860
Furniture and fitting    13,149        1,090        14,239       6,342          737         7,079         7,160                10
Vehicles                 43,930        9,964        46,784      20,733        5,819        21,862        24,922                20
                                     (7,110)                                (4,690)
Office and other
 equipments              20,446          844        19,872      13,481        1,019        13,640         6,232                15
                                     (1,418)*                                 (860)*
Computers                14,307        2,658        16,811       7,737        2,271         9,905         6,906                30
                                       (154)                                  (103)
Laboratory equipments     3,122           67         3,189       1,327          184         1,511         1,678                10
                        299,329       31,482       321,861     126,866       22,813       144,106       177,755
                                                    (8,950)                                (5,573)
ASSETS SUBJECT TO
 FINANCE LEASES:
-Vehicles                 1,648        4,400         6,048         804          311         1,115         4,933                20
2005                    300,977       35,882       327,909     127,670       23,124       145,221       182,688
                                                   (8,950)                                (5,573)
2004                    281,733       26,996       300,977     107,963       23,690       127,670       173,307
                                                   (7,752)                                (3,983)
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3.2. CAPITAL WORK IN PROGRESS
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                                                                    2005            2004
                                                      Note          (Rupees in thousand)
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Civil works                                                       37,842           947  
Plant and machinery                                                4,223         3,613  
Vehicles pending delivery                                          1,372             -  
Borrowing costs                                        3.2.1         450               -
                                                                  43,887           4,560
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3.2.1. Borrowing costs of Rs 450,193 (2004: Rs Nil) arising on financing specifically entered into for the construction of Bin Qasim project were capitalised during the year and are included in the cost.

A capitalisation rate of 7.73% (2004: Nil) was used, representing the borrowing cost of the loan used to finance the project.

3.3.

Details of property, plant and equipment disposed are given in note 33.
4. INTANGIBLES
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                                                                    2005            2004
                                                        Note        (Rupees in thousand)
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Computer software and ERP system                         4.1       4,290           3,363
Computer software under development                                    -           1,706
                                                                   4,290           5,069
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4.1. COMPUTER SOFTWARE AND ERP SYSTEM
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                                          Cost as at  Additions   Cost as at  Accumulated  Amortisation   Accumulated   Net Book         Annual
                                          July 1,                 June 30,    amortisation for the year   amortisation  value as at     rate of
                                          2004                    2005        as at                       as at         June 30,   amortisafion
                                                                              July 1,                     June 30,      2005                  %
                                                                              2004                        2005
                                                                              (Rupees in thousand)
===============================================================================================================================================
Computer software
 and ERP system - 2005                     5,653       2,212       7,865       2,290       1 ,285          3,575           4,290             30
2004                                       5,653           -       5,653         848        1,442          2,290          3,363
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5. STOCK IN TRADE
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                                                                    2005            2004
                                                                    (Rupees in thousand)
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Raw materials at cost (including in transit
 Rs 8.08 million; 2004: Rs 5.8 million)                           32,871         118,134
Provision for obsolescence                                       (10,030)              -
                                                                  22,841         118,134
Packing materials                                                 70,921          51,051
Provision for obsolescence                                       (7,971)        (11,896)
                                                                  62,950          39,155
Work in process                                                  194,098          55,678
Finished goods                                                    76,766          60,963
                                                                 356,655         273,930
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5.1. CARRYING AMOUNT OF STOCKS CARRIED AT NET REALISABLE VALUE
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                                                                    2005            2004
                                                                    (Rupees in thousand)
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Raw materials                                                      4,449               -
Packing material                                                       -               -
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6. TRADE DEBTS
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                                                                    2005            2004
                                                       Note         (Rupees in thousand)
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CONSIDERED GOOD:
Related parties                                         6.1        4,577           7,024
Others                                                            71,300          47,145
                                                                  75,877          54,169
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6.1. DUE FROM RELATED PARTIES
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                                                                    2005            2004
                                                                    (Rupees in thousand)
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Premier Distributor                                                3,389           6,628
Premier Agency                                                     1,188             396
                                                                   4,577           7,024
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7. ADVANCES
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                                                                    2005            2004
                                                                    (Rupees in thousand)
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CONSIDERED GOOD:
Employees - against expenses                                          81             255
Suppliers                                                         13,502          17,528
Others                                                               446             282
                                                                  14,029          18,065
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8. TRADE DEPOSITS AND PREPAYMENTS
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                                                                    2005            2004
                                                                    (Rupees in thousand)
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Margin deposits                                                      114             114
Other deposits                                                        80               -
Prepayments                                                        1,628           2,012
                                                                   1,822           2,126
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9. OTHER RECEIVABLES
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                                                                    2005            2004
                                                                    (Rupees in thousand)
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Employees' Provident Fund                                              -             350
Export rebate                                                        775             825
Insurance claim                                                        -              95
Others                                                               138              61
                                                                     913           1,331
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10. TAX REFUNDS DUE FROM / ADJUSTABLE WITH THE GOVERNMENT
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                                                                    2005            2004
                                                      Note          (Rupees in thousand)
========================================================================================
Taxation - payments                                               16,553          24,477
Sales tax refundable - paid under protest              10.1        1,000           1,000
                                                                  17,553          25,477
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10.1. This represents sales tax paid under protest against arbitrary levy on table salt and other spices amounting to Rs 87.8 million.

As a result of the appeal the matter has been set aside by the Tribunal by accepting the appeal.

However, the department has preferred an appeal against the order of the Tribunal and for the stay of refund claimed by the company before the High Court of Sindh.
11. CASH AND BANK BALANCES
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                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Cash in hand                                                         482             469
CASH AT BANK - ON CURRENT ACCOUNT:
 Local currency                                                    3,034             517
 Foreign currency                                                  2,063          1,8851
                                                                   5,097           2,402
                                                                   5,579           2,871
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12. SHARE CAPITAL

Authorised share capital
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                                                                    2005            2004
Number of shares                                                    (Rupees in thousand)
========================================================================================
10,000,Ordinary shares of Rs 10 each                            100,000         100,000
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Issued, subscribed and paid up capital
========================================================================================
                                                                    2005            2004
Number of shares                                                    (Rupees in thousand)
========================================================================================
                  Shares allotted:
1,255,99          for consideration paid in cash                    12,560        12,560
2,994,54          as bonus shares                                   29,945        29,945
4,250,538                                                           42,505        42,505
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As at June 30, 2005 and 2004 number of ordinary shares held by associates were 2,511,270.
13. LONG TERM FINANCING
========================================================================================
                                                                    2005            2004
                                                     Notes          (Rupees in thousand)
========================================================================================
Bank Al-Habib Limited                                 13.1        21,000          27,000
Muslim Commercial Bank Limited                        13.2        61,000               -
                                                                  82,000          27,000
Less: Current maturity shown
 under current liabilities                                       (6,000)         (6,000)
                                                                  76,000          21,000
========================================================================================
13.1. The facility is secured by way of equitable mortgage over factory building.

Mark-up is charged at the rate ranging from 6.5% to 8% per annum (2004: 6.5% to 10% per annum). The last instalment of the facility is payable on December 24, 2008.

13.2. This represents a term finance facility of Rs 200 million of which Rs 139 million was undisbursed at the year end.

The facility is secured by way of equitable mortgage over land, buildings, plant and machinery installed or to be installed at factory buildings. Mark-up is charged at the rate of 7.73% per annum.
14. LIABILITIES AGAINST ASSETS SUBJECT TO FINANCE LEASES

========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Present value of minimum lease payments                            3,958             636
Current maturity shown under current liabilities                 (1,627)           (636)
                                                                   2,331               -
MINIMUM LEASE PAYMENTS:
Not later than one year                                            1,870             700
Later than one year but not later than five years                  2,547               -
                                                                   4,417             700
Future finance charges on finance leases                           (459)            (64)
Present value of finance lease liabilities                         3,958             636
Present value of finance lease liabilities
Not later than one year                                            1,627             636
Later than one year but not later than five years                  2,331               -
                                                                   3,958             636
========================================================================================
14.1. The above represents finance leases entered into with leasing companies for motor vehicles.

The balance of liability is payable by January 2009 in monthly instalments.

Monthly lease payments include finance charge ranging from 6.26% to 11 .5% (2004: 14% to 19%) per annum which are used as discounting factor.
15. DEFERRED TAX
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
(DEBIT) / CREDIT BALANCE ARISING IN RESPECT OF:
  Accelerated tax depreciation                                    17,040          15,888
  Provision for slow moving stock                                (5,531)         (3,627)
  Liabilities against assets subject to finance lease                299              63
  Other adjustments                                                    -             176
                                                                  11,808          12,500
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16. TRADE AND OTHER PAYABLES
========================================================================================
                                                                    2005            2004
                                                      Notes         (Rupees in thousand)
========================================================================================
Creditors                                                         75,588          48,042
Accrued liabilities                                               29,976          35,781
Workers' profits participation fund                    16.1        2,263           3,385
Workers' welfare fund                                                550           1,100
Advances from customers                                           18,370          22,594
Payable to provident fund                                            591               -
Security deposits from customers                                      79              71
Tax deducted at source                                               956             819
Due to related parties - directors                                    46               7
                       - others                        16.2          221              92
Advances from employees                                16.3        8,835           8,548
Sales tax payable                                                  1,121           5,204
Unclaimed dividend                                                   953             801
Other liabilities                                                    909             628
                                                                 140,458         127,072
========================================================================================
16.1. WORKERS' PROFITS PARTICIPATION FUND
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Balance as at July 1                                               3,655           1,600
Allocation for the year                                            2,263           3,656
Interest on fund utilised in the company's business                  721             270
                                                                   6,639           5,526
Amount paid during the year                                      (4,376)         (1,871)
                                                                   2,263           3,655
Interest accrued as at June 30                                         -           (270)
Balance as at June 30                                              2,263           3,385
========================================================================================
16.2. DUE TO RELATED PARTIES - OTHERS
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Associated Textile Consultants (Private) Limited                     128              85
Pakistan Card Clothing (Private) Limited                              93               7
                                                                     221              92
========================================================================================
16.3. This represents advances received from employees under motor vehicle buy-out policy of the company.

Previously, this advance was included in 'Accrued Liabilities'.
17. ACCRUED INTEREST / MARKUP ON
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
- short term borrowings                                            4,001           1,411
- balance payable to workers' profit participation fund                -             270
- long term financing                                                687              34
                                                                   4,688           1,715
========================================================================================
18. SHORT TERM BORROWINGS
========================================================================================
                                       2005            2004         2005            2004
                                         Mark up rates              (Rupees in thousand)
========================================================================================
Running finance under
 mark up arrangements              5% to 6.78%     5% to 7.5%     126,318          8,894
Export re-finance               3.25% to 5.25%  2.25% to 2.75%     79,400         69,000
Short term loans                3.15% to 8.30%     3% to 4%        65,000        130,000
                                                                  270,718        207,894
========================================================================================
18.1. The above facilities available from various banks amounts to Rs 305 million (2004: Rs 240 million).

The arrangements are secured by way of pari-passu charge against hypothecation of Company's stock in trade and trade debts. The facilities are payable by January 2006 and are renewable.

18.2. The facilities for opening letters of credit as at June 30, 2005 amounted to Rs 40 million (2004: Rs 40 million) of which the amount remaining unutilised at year end was Rs 16.195 million (2004: Rs 25.986 million).
19. COMMITMENTS

19.1. The Company has commitment against contract for import of goods amounting to Rs Nil (2004: Rs 3.27 million)

19.2. Aggregate commitments for capital expenditure as at June 30, 2005 amounted to Rs 122.98 million

(2004: Rs Nil).
20. SALES
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Local sales                                                    1,850,363       1,554,886
Less: Sales tax                                                  203,693         183,826
                                                               1,646,670       1,371,060
Export sales                                                     220,417         187,498
                                                               1,867,087       1,558,558
Less: Discount / Commission                                      205,059         174,493
Rebates and allowances *                                          92,694          83,455
Sales returns                                                     35,455          27,578
                                                                 333,208         285,526
                                                               1,533,879       1,273,032
========================================================================================
* 'Trade offers' for the current and prior year has been classified as rebates and allowances and netted with sales for more appropriate presentation.

Previously, the aforesaid allowance was being included in selling and distribution expenses.
21. OPERATING COSTS
=====================================================================================================================================
                                                    Cost of Sales        Distribution Cost    Administrative                    Total
                                                                                                 Expenses
                                                     2005       2004       2005      2004       2005       2004       2005       2004
                                     Note                                     (Rupees in thousand)
=====================================================================================================================================
Raw materials consumed                            798,216    512,192          -         -          -          -    798,216    512,192
Packing materials consumed                        307,208    259,734          -         -          -          -    307,208    259,734
Provision for slow moving stock                     6,105     11,896          -         -          -          -      6,105     11,896
Salaries, wages and other
 benefits                                          94,614     88,056     51,302    40,677     26,877     24,058    172,793    152,791
Contribution of provident fund                      2,227      2,850      1,217     1,193        761        957      4,205      5,000
Advertising and sales promotion                         -          -    133,260   108,074          -          -    133,260    108,074
Auditors' remuneration                21.2              -          -          -         -        344        201        344        201
Depreciation/ Amortisation                         16,350     17,428      4,105     4,091      3,954      3,613     24,409     25,132
Fuel and power                                     24,558     19,846        762       644        496        527     25,816     21,017
Outward freight *                                       -          -     64,901    47,803          -          -     64,901     47,803
Forwarding charges*                                     -          -      6,333     5,169          -          -      6,333      5,169
Insurance                                           2,776      2,428      1,491     1,289        673        775      4,940      4,492
Laboratory, research and development                1,027      1,039        354       662         44         10      1,425      1,711
Legal and professional charges                          -          -          -         -      2,883      2,208      2,883      2,208
Postage and communications                            437        628      4,586     4,674      2,324      1,831      7,347      7,133
Printing and stationery                             2,044      1,303      1,289       751      1,149      1,380      4,482      3,434
Rent, rates and taxes                               7,860      4,337      2,985       372        548        569     11,393      5,278
Repairs and maintenance                            20,804     17,983      1,760       465      4,866      1,963     27,430     20,411
Travelling                                          7,871      7,265     15,202    13,193      6,270      2,808     29,343     23,266
Others                                                394        248        310       266        653        567      1,357      1,081
                                                1,292,491    947,233    289,857   229,323     51,842     41,467  1,634,190  1,218,023
Opening work in process                            55,678     53,188
Closing work in process                          (194,098)  (55,678)
Cost of goods manufactured                      1,154,071    944,743
Opening stock of
 finished goods                                    60,963     36,486
Closing stock of finished goods                   (76,766)  (60,963)
Export rebate                                      (1,541)     (984)
                                                1,136,727    919,282
=====================================================================================================================================
21.1.

Number of employees as at June 30, 2005 were 411) 2004: 382).

* 'Freight' and 'Forwarding charges' for the current and prior year have been classified as distribution cost for more appropriate presentation.

Previously, the aforesaid expenses were being deducted from gross sales.

21.2. AUDITORS' REMUNERATION
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Audit fee                                                            150             135
Limited review, audit of staff funds and other certifications        160              25
Out of pocket expenses                                                34              41
                                                                     344             201
========================================================================================
22. OTHER OPERATING EXPENSES
========================================================================================
                                                                    2005            2004
                                                       Note         (Rupees in thousand)
========================================================================================
Bad debts                                                            245               -
Donations                                               22.1         184             168
Workers' profits participation fund                                2,263           3,656
Workers' welfare fund                                                550           1,100
                                                                   3,242           4,924
========================================================================================
22.1.

The directors or their spouses do not have any interest in the donee's fund.
23. OTHER INCOME
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Profit on disposal of property, plant and equipment                  749           1,222
Sales tax refunded                                                   580               -
Insurance claim                                                    2,517             545
Miscellaneous                                                        652             191
                                                                   4,498           1,958
========================================================================================
24. FINANCE COSTS
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Interest on workers' profits participation fund                      721             270
Mark up on running finance under mark up arrangements             10,771           6,788
Mark up on finance lease                                             256             285
Mark up on long term finance                                       2,132           3,829
Bank charges                                                         558             468
                                                                  14,438          11,640
========================================================================================
25. TAXATION
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Current - for the year                                            12,000          18,500
Deferred                                                            (692)          3,741
                                                                  11,308          22,241
Prior                                                                310           (186)
                                                                  11,618          22,055
========================================================================================
25.1. RECONCILIATION BETWEEN TAX EXPENSE AND ACCOUNTING PROFIT
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Profit before taxation                                             42,271         68,354
Tax at applicable tax rate of 35% (2004: 35%)                      14,795         23,924
Expense not deductible for tax purposes                               134              -
Effect of lower tax rate on export sales                          (3,702)        (7,203)
Others                                                                 81          5,520
                                                                   11,308         22,241
========================================================================================
26. EARNINGS PER SHARE

There is no dilutive effect on the basic earnings per share of the company, which is based on:
========================================================================================
                                                                    2005            2004
========================================================================================
Profit after taxation attributable
 to ordinary shareholders (Rupees)                                 30,653         46,299
Weighted average number of shares
 in issue during the year (in thousand)                              4,251          4,251
Earnings per share - basic (Rupees)                                  7.21          10.89
========================================================================================
27. RELATED PARTY DISCLOSURES

A Related parties with whom the Company had transactions.
(i)  Associated Companies /
Undertakings:                    Associated Textile Consultants (Private) Limited
                                 Pakistan Card Clothing Company (Private) Limited
                                 Precision Rubber Products (Private) Limited
                                 Premier Agency
                                 Premier Distributor
                                 Raj Masala Pty Limited, Australia
ii) Employee Benefit Plan:       National Foods Limited Provident Fund
B Disclosure of transactions between the Company and related parties.
=====================================================================================
Relationship with the company                                    2005            2004
                                Nature of transaction            (Rupees in thousand)
=====================================================================================
(i)  Associated Companies /
Undertakings:                 Sale of goods                   327,039         295,726
                              Compensation for use of
                               trademark                          626               -
                              Reciprocal arrangements for
                               sharing of services              5,433           4,294
=====================================================================================
Transactions with related parties are carried out on negotiated terms and at market prices.

There are no transactions with key management personnel other than under their terms of employment.

The related party status of outstanding balances as at June 30, 2005 are included in trade debts, other receivables and trade and other payables respectively.
28. REMUNERATION OF DIRECTORS, CHIEF EXECUTIVE AND EXECUTIVES

28.1. The aggregate amounts charged in the financial statements of the year for remuneration including all benefits to directors, chief executive and executives of the company are as follows:
========================================================================================
                            Directors             Chief Executive             Executives
                        2005        2004       2005         2004        2005        2004
                                                      (Rupees in thousand)
========================================================================================
Managerial remuneration
 and allowances        3,962       4,322      2,330        2,214       7,730       6,579
Utilities                396         432        233          221         773         658
Bonus                    660       1,482        388          661       1,242       2,126
Housing                1,783          25      1,049            -       3,479          74
Other expenses           101           -        264            -       2,611       1,431
                       6,902       6,261       4264        3,096      15,835      10,868
Number of persons          3           4          1            1          13          10
========================================================================================
28.2. Aggregate amount charged in these financial statements for the year for fee to 3 non-executive directors was Rs 11,000 (2004:16,000).

28.3. The Chief Executive, executive directors and certain executives of the company are also provided with Company maintained cars and residential telephones.
29. PLANT CAPACITY AND PRODUCTION
========================================================================================
                                                 2005                       2004
                                         Installed    Utilised      Installed   Utilised
                                                             Metric Tons
========================================================================================
Spices                                       4,532       3,614          4,532      3,968
Pickles                                      5,256       5,020          5,256      4,383
Pastes                                       6,920       4,362          6,920      3,542
Salt                                        21,078      17,031         21,078     18,620
========================================================================================
29.1.

The actual production is based on consumer demand.
30. FINANCIAL INSTRUMENTS

30.1. FINANCIAL ASSETS AND LIABILITIES
===================================================================================================================
                                       Interest/ Mark up bearing                 Non-interest / Non-mark up bearing
                                Maturity   Maturity after Sub-total  Maturity    Maturity after  Sub-total    Total
                                upto         one year                upto        one year
                                one year                             one year
                                                                     (Rupees in thousand)
===================================================================================================================
FINANCIAL ASSETS:
Trade debts                           -           -            -      75,877           -         75,877      75,877
Deposits                              -           -            -         194       2,139          2,333       2,333
Cash and bank balances                -           -            -       5,579           -          5,579       5,579
                                      -            -           -      81,650       2,139         83,789      83,789
June 30, 2004                         -            -           -      57,599       1,941         59,540      59,540
FINANCIAL LIABILITIES:
Long term financing               6,000       76,000      82,000           -           -              -      82,000
Liabilities against assets
 subject to finance leases        1,627        2,331       3,958           -           -              -       3,958
Trade and other payables            591            -         591     107,720           -        107,720     108,311
Accrued interest! mark up         4,688            -       4,688           -           -              -       4,688
Short term borrowings           270,718            -     270,718           -           -              -     270,718
                                283,624       78,331     361,955     107,720           -        107,720     469,675
June 30, 2004                   215,975       21,000     236,975      85,351           -         85,351     322,326
OFF BALANCE SHEET ITEMS
Open letters of credit                -            -           -      23,805           -         23,805      23,805
                                      -            -           -      23,805           -         23,805      23,805
June30, 2004                          -            -           -      14,014           -         14,014      14,014
===================================================================================================================
The effective interest / mark up rates for the monetary financial assets and liabilities are mentioned in respective notes to the financial statements.

30.2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company finances its operations through equity, borrowings and management of working capital with a view to maintain an appropriate mix between various sources of finance to minimise risk.

Taken as a whole, risk arising from the Company's financial instruments is limited as there is no significant exposure to price and cash flow risk in respect of such instruments.

(i) Concentration of credit risk

Credit risk represents the accounting loss that would be recognised at the reporting date if counter parties failed completely to perform as contracted. Out of total financial assets of Rs 83.79 million (2004: Rs 59.54 million), the financial assets which are subject to credit risk amounted to Rs 75.88 million (2004: Rs 54.17 million).

Concentrations of credit risk may arise from exposure to a single debtor or to a group of debtors having similar characteristics such that their ability to meet their obligations is effected similarly by changes in economic or other conditions.

Although the Company operates mainly in the consumer industry but the management believes that it is not exposed to significant concentrations of credit risk.

The management limits its credit risk by an aggressive policy for approval of credit limits and by ensuring that sales are made to customers with an appropriate credit history.

(ii) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities.

Company treasury aims at maintaining flexibility in funding by keeping committed credit lines available.

(iii) Foreign exchange risk management

Foreign exchange risk arises mainly where receivables and payables exist in foreign currency.

The company exports its products to various countries and is exposed to movement in foreign exchange rates.

Financial assets of equivalent Rs 57.84 million (2004: Rs 36.21 million) were in foreign currency which were exposed to foreign currency risk.

30.3. FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES

The carrying values of all financial assets and liabilities reflected in the financial statements approximate their fair values.
31. CASH GENERATED FROM OPERATIONS
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Profit before taxation                                            42,271          68,354
Adjustments for non-cash charges and other items
Depreciation on property, plant and equipment                     23,124          23,690
Amortisation of intangibles                                        1,285           1,442
Gain on disposal of property, plant and equipment                  (749)         (1,222)
Provision for slow moving stock                                    6,105          11,896
Finance cost                                                      13,880          11,172
                                                                  43,645          46,978
Profit before working capital changes                             85,916         115,332
EFFECT ON CASH FLOWS DUE TO WORKING CAPITAL CHANGES:
DECREASE / (INCREASE) IN CURRENT ASSETS:
Stores, spare parts and loose tools                               (1,378)          (226)
Stock in trade                                                   (88,830)       (78,543)
Trade debts                                                      (21,708)        (7,273)
Advances                                                           4,036        (12,805)
Deposits and prepayments                                             304           (866)
Other receivables                                                    418             294
                                                                (107,158)       (99,419)
(DECREASE) / INCREASE IN CURRENT LIABILITIES:
Trade and other payables                                          13,234          30,610
                                                                  (8,008)         46,523
========================================================================================
32. CASH AND CASH EQUIVALENTS
========================================================================================
                                                                    2005            2004
                                                                    (Rupees in thousand)
========================================================================================
Cash and bank balances                                             5,579           2,871
Short term borrowings                                           (270,718)      (207,894)
                                                                (265,139)      (205,023)
========================================================================================
33. DETAILS OF PROPERTY, PLANT AND EQUIPMENT DISPOSED

The details of property, plant and equipment sold are as follows:
====================================================================================================================
                           Cost      Accumulated    Book           Sale     Mode of         Particulars of purchaser
                                    depreciation    value         proceed   disposal
                                                         (Rupees in thousand)
====================================================================================================================
PLANT AND MACHINERY
 AND GENERATORS:
Generator                   65           45           20            6      Company      Mr. Habib A. Khairani
Ribbon RGX                                                                  Policy      Ex-Executive
2400
Pappadum                 1,621          735          886          400       Tender      Mr. Muhammad lqbal
Plant                                                                                   Plot No. 3-A-i/li,
                                                                                        Adjacent Decent Hospital,
                                                                                        Nazimabad No. 3, Karachi.
MOTOR VEHICLES:
Honda Civic VTI            997          815          182          555       Tender      Mr. Muhammad Ashraf
ABG-102                                                                                 House No. 1726/671,
                                                                                        Moallah Kokan Colony,
                                                                                        Baldia Town, Karachi.
Honda City Exi             822          375          447          245      Company      Mr. Habib A. Khairani
AEK-325                                                                     Policy      Ex-Executive
Honda City Ext-5           735          464          271          380      Company      Mr. Shahid Aziz Khan
ACX-265                                                                     Policy      Employee
Mazda E-2200               650          444          206          400       Tender      Mirza Abdul Naeem Baig
JE-9347                                                                                 D -55 - A - 1, Estate Avenue,
                                                                                        SITE Karachi.
Suzuki Baleno              595          420          175          301      Company      Mr. Javaid lqbal
ACK-189                                                                     Policy      Employee
Suzuki Cultus              555          299          256          295      Company      Mr. Riazuddin
LR-621                                                                      Policy      Employee
Suzuki Cultus              499          315          184          292      Company      Mr. Saadat Hussain
LXR-6983                                                                    Policy      Employee
Suzuki Mehran              354          200          154          221      Company      Mrs. Zeeba Hafeez
ADQ-1 50                                                                    Policy      Ex-Employee
Suzuki Mehran              337          208          129          197      Company      Mr. M. Safwan Hashmi
LXR-7013                                                                    Policy      Employee
Suzuki Mehran              264          213           51           80      Company      Syed MansoorAhmed
LXH-31 79                                                                   Policy      Employee
Honda CD7O                  67           41           26           39      Company      Mr. Sameeullah
LXR-8471                                                                    Policy      Employee
MOTOR VEHICLES:
Honda CD-70                 67           43           24           32      Company      Mr. Muhammad Akram
IDK-5031                                                                    Policy      Employee
Honda CD-70                 67           43           24           33      Company      Mr. Noman Ali
LXR-707l                                                                    Policy      Employee
Honda CD-70                 67           43           24           32      Company      Mr. Muhammad Nadeem
LXR-8470                                                                    Policy      Employee
Yamaha Yb-100               66           40           26           30      Insurance    EFU General Insurance Ltd.
KCT-283                                                                     Claim       2nd floor, KDLB Building,
                                                                                        58 West Wharf Road,
                                                                                        Karachi.
Suzuki Shogun               66           26           40           56      Insurance    EFU General Insurance Ltd.
KAV-9702                                                                    Claim       2nd floor, KDLB Building,
                                                                                        58 West Wharf Road,
                                                                                        Karachi.
Honda CD-70                 65           47           18           23      Company      Mr. Rehan Afsar
LXO-7249                                                                    Policy      Employee
Honda CD 70                 65           45           20           24      Company      Mr. lmran Ali
LXO-7248                                                                    Policy      Employee
Honda 70                    63           44           19          24       Company      Mr. Abdul Rafiq Khan
RIX-5022                                                                    Policy      Employee
Suzuki Shogun               63           45           18           25      Company      Mr. Abdul Hafeez
SKG-3738                                                                    Policy      Employee
Suzuki Shogun               62           44           18           38      Company      Mr. S.G. Yazdani
KAP-3658                                                                    Policy      Employee
Suzuki Shougun              62           45           17           42      Company      Syed Tariq Ali
KAP-7748                                                                    Policy      Employee
Honda CD 70                 61           47           14           33      Company      Mr. Khawaja Arifuddin
KAR-5402                                                                    Policy      Ahmed
                                                                                        Employee
Honda CD 70                 61           51           10           39      Company      Mr. Faheem Ahmed
KCC-2491                                                                    Policy      Employee
MOTOR VEHICLES:
Honda CD-70                 59           48           11           31      Company      Mr. Mir Ahmed
KAR-233                                                                     Policy      Employee
Honda CD                    59           49           10           38      Company      Pir Muhammad
KAR-234                                                                     Policy      Employee
Yamaha 100                  58           50            8           27      Company      Mr. Kaleem GuI
STH-3563                                                                    Policy      Employee
Suzuki Shogun               57           47           10           17      Company      Mr. Aijaz Mirza
NHB-4005                                                                    Policy      Employee
Suzuki Shogun               57           46           11           21      Company      Mr. Mohammad Saleem
KAR-1 771                                                                   Policy      Employee
Suzuki Shogun               56           45           11           18      Company      Mr. Majeed Khan
KCC-1010                                                                    Policy      Employee
Honda CD 70                 54           48            6           26      Company      Mr. Jamaluddin
KCV-4125                                                                    Policy      Employee
COMPUTERS:
Laptop                      73           43           30           41      Insurance    EFU General Insurance Ltd.
                                                                            Claim       2nd floor, KDLB Building,
                                                                                        58 West Wharf Road, Karachi.
Laptop                      81           60           21           65      Insurance    EFU General Insurance Ltd.
                                                                            Claim       2nd floor, KDLB Building
                                                                                        58 West Wharf Road, Karachi.
====================================================================================================================
34. CORRESPONDING FIGURES

Due to revision of the Fourth Schedule to the Companies Ordinance, 1984, there have been certain rearrangements and reclassifications of prior year's figures which apart from change in treatment of proposed dividend, mainly include: change in the definition of executives; break-up of administration and selling expenses between distribution costs, administrative expenses and other operating expenses, etc.

The entire reclassifications and rearrangements are impracticable to list and disclose. Other re-classifications are explained in their respective notes.
35. PROPOSED DIVIDEND

At the Board Meeting on September 1, 2005, a final dividend in respect of 2005 of Rs 1.5 per share amounting to a total dividend of Rs 6.376 million is proposed (2004: Rs. 17.002 million).

These financial statements do not reflect the proposed final dividend as payable, which will be accounted for in the statement of changes in equity as an appropriation from the unappropriated profit in the year ending June 30, 2006.
36. DATE OF AUTHORISATION

These financial statements were authorised for issue on September 1, 2005 by the Board of Directors of the company.

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