| National Foods Limited |
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| Annual
Report 2000 |
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| CONTENTS |
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| Board
of Directors |
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| Chairman's
Review |
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| Chief
Executive's Report |
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| Notice of Meeting |
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| Auditors'
Report to the Members |
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| Balance Sheet |
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| Profit
& 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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| BOARD
OF DIRECTORS |
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| MR.
A. MAJEED |
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Chairman |
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| MR.
WAQAR HASAN |
|
Managing Director / Chief
Executive |
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| MR.
KHAWAR M. BUTT |
|
Director |
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| MR.
ABRAR HASAN |
|
Director |
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| MR.
ZAHID MAJEED |
|
Director |
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| MR.
M. AFZAL-ULLAH SIDDIQUI |
Director (N.I.T. Nominee) |
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| MR.
MOHAMMED SHAFI |
|
Director (N.I.T. Nominee) |
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| MR.
HABIB A. ISMAlL KHAIRANI |
Company Secretary |
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| REGISTERED
OFFICE |
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12/CL-6, Claremont Road,
Civil Lines, Karachi-75530. |
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P.O. Box No. 15509 |
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Phones: 5662687, 5670540,
5670585, 5670646, 5670793, |
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& 5672268 Fax No:
5684870 & 5671225 |
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| AUDITORS |
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RIAZ AHMAD, SAQIB, GOHAR
& COMPANY, |
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Chartered Accountants, |
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5-Nasim Co-operative
Housing Society Ltd., |
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Major Nazir Bhatti Road, |
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Off Shaheed-e-Millat
Road, Karachi. |
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Phones: 4945427 - 4946112
Fax: 4932629 |
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| REGISTRAR |
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NOBLE COMPUTER SERVICES
(PVT.) LIMITED |
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14-Banglore Town Housing
Society, |
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Sharea-e-Faisal,
Karachi-75350. |
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Phones: 4546978-4520121
Fax: (92-21) 4314962 |
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| BANKERS |
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BANK AL-HABIB LIMITED |
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Mackinnons Building, I.
I, Chundrigar Road, Karachi. |
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Phones: 2412986 (10
lines) Fax: 2419752 |
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S.I.T.E. Branch, |
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Plot # B/76 S.S. Chambers
S.I.T.E., Karachi, |
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Phones: 2571710-11
(92-21) 2571522 |
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Garden Town Branch |
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Lahore City. |
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CITI BANK NA, |
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State Life Building No,
1, I. I. Chundrigar Road, Karachi. |
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Phones: 2412641-50 Fax:
2426773 |
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MUSLIM COMMERCIAL BANK
LIMITED, |
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Clifton Corporate Branch,
Kulsom Court, Clifton, Karachi. |
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Phones: 5872286- 5831835
Fax: 5872058 |
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Wahdat Road Branch,
Lahore. |
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Phone: 7235737 |
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HABIB BANK LIMITED |
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Hub River Road Branch,
Karachi. |
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Phone: 2572197 |
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| CHAIRMAN'S
REVIEW |
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| The
Corporate Policies, Procedures and Systems laid down last year have resulted
in |
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| achieving
the GOALS set by the Management. The realisation of RUPEES ONE |
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| BILLION
SALES TARGET is not a meager achievement, my congratulations to the |
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| entire
Management, Work force and Business Associates. This is also a MILLENNIUM
PRIZE to |
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| the
Share Holders. |
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| It
is evident that the Company's products are enjoying better market share, but
there is still |
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| a
long way to go. the team building efforts will continue, till we have broadly
multi |
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| disciplinary
Executives and educated as well as disciplined Work Force |
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| This
one Billion Gross Sale when bifurcated into local and export, shows: |
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| Local Sales |
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|
907,304,014 |
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| Growth
Over Last Year |
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26.71% |
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| Export Sales |
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|
119,717,657 |
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| Growth
Over Last Year |
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14.31% |
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| Corporate
Growth Over Last Year |
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25.13% |
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| The
Company's bottom line has also grown from 14.593 m to 25.578 m, reflecting
healthy position. |
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| The
expenses as depicted in the Chaffs remain under control: |
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| All
four Pillars of Management, i.e. Procurement/Inventory, Production, Marketing
and Finance |
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| performed
well, remained within control limits generally but the INTERNAL AUDIT is not
yet in |
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| place.
This resulted in weak monitoring in many areas. We are hoping to re-inforce
Internal Audit |
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| and
critical analysis of future risks to maintain the progress. In other words,
future risk management |
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| will
become part of Internal Audit. Hopefully the solid foundation being laid will
give your |
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| Company
a head start against any competition. |
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| By
nature of our business, we are in consumer industry, where like other areas,
we face revolution, |
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| driven
by technology. At the same time, globally connected economies are creating
new |
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| challenges
and opportunities. So it is very important that we bring new innovative
products in |
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| local
and export markets. Therefore, the Company needs to strengthen the R&D,
Quality Control |
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| and
Quality Assurance. This is an urgent need because your Company is introducing
products in |
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| Super
Markets of developed countries where STRICT QUALITY regulations are enforced.
To |
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| increase
our business in this value added area, our products must conform to the
regulations of |
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| each
country, we export to. The Management is fully aware of the needs and this
area is being |
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| addressed. |
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| In
the end I assure the Share holders, Staff, Workforce and our Trade partners
that your Company |
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| is
capable to meet the challenges of New Millennium and ready to cash the
opportunities |
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| resulting
from globalisation. |
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|
A. Majeed |
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|
Chairman |
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| CHIEF
EXECUTIVE'S ANNUAL REPORT |
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| TO
THE SHAREHOLDERS 1999-2000 |
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| HIGHLIGHTS |
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| National
Foods Limited has lived up to its commitment of delivering results as
promised |
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| in
my previous year report. The highlights of last year are as follows: |
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| Corporate
Gross Sales Growth of 25% was achieved of which the local sales grew by 27% |
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| and
the exports registered a 14% increase. The overall cost of sales has come
down |
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| substantially
due to better procurement, and logistical management. Also as indicated |
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| previously,
due to consolidation and modernization the manufacturing cost as a percentage |
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| to
sales has also decreased. |
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| All
these cost control measures have led the company to finish with a pre-tax
profit figure of Rs. |
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| 25
million, a growth off 66% over last year. Due to major savings in variable
costs, the gross profit |
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| has
also increased by 41%. |
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| All
this good performance has somewhat been overshadowed by the historical
landmark |
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| achievement
of becoming a Billion Rupee Sales company. |
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| I
take pleasure in announcing that due to better performance compared to
previous year, the |
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| Board
of Directors of National Foods Limited have declared the following
appropriation. |
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2000 |
1999 |
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| APPROPRIATION |
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|
Rupees |
Rupees |
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| Profit
after taxation |
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|
18,503,157 |
11,443,422 |
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| Add:
Unappropriated profit brought forward |
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32,654,293 |
27,161,624 |
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----------------- |
----------------- |
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| Profit
available for appropriation |
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51,157,450 |
38,605,046 |
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----------------- |
----------------- |
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| Interim
dividend @10% (1999: Nil) |
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4,250,538 |
-- |
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| Proposed
final dividend @ 11.5% (1999: 14%) |
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4,888,119 |
5,950,753 |
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----------------- |
----------------- |
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9,138,657 |
5,950,753 |
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----------------- |
----------------- |
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| Unappropriated
profit carried forward |
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42,018,793 |
32,654,293 |
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|
========== |
========== |
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| OPERATIONAL
REPORT |
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| As
mentioned in the previous year's Chairman's Report, the formation and
implementation of an |
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| Operational
Manual has helped to bring the operations of the company in focus. All
departments |
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| have
contributed towards the success of this manual. Formal Business Performance
Indicators |
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| have
been identified and documented in the manual. These indicators are reviewed
monthly |
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| and
timely action is taken to keep the business operations in tune. |
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| On
21st June 2000 the company crossed the Billion Rupee Sales mark. This
achievement was |
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| actually
forecasted in the year 1993 and I am proud to state that the whole
organization was |
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| committed
in delivering this objective on time as per the forecast. |
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| As
indicated earlier, the exports have contributed with a positive growth of 14%
as well. Steps |
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| have
also been taken to formalize a new International Marketing division. A
detailed export |
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| policy
has also been framed and made part of the operational manual. |
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| Another
proud achievement for National Foods Ltd., is the recognition of being one of
the 10 best |
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| Human
Resource Managed companies in Pakistan. This award was presented at a formal |
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| ceremony
hosted by the Employer's Federation of Pakistan. National Foods was perhaps
the only |
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| local
company to receive this award among other Multinational companies. We are
committed |
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| to
a very strong Human Resource Management and development program. Innovative
HR |
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| principles
are being adopted and deployed as per changing global trends. |
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| As
the company is going through a consolidation phase, major re-branding and
re-imaging |
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| exercise
is being carried out at present. This has also meant new and progressive
packaging |
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| designs
in light of the major market research, which was carried out. As the company
performed |
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| well,
a major portion of the profit was diverted in promoting and building the new
Image and |
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| Brand
Equity. The advertisement expenditure has shown an increase as compared to
previous |
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| years,
but it was deemed necessary to re-invest in the brand to retain our brand
leadership. |
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| All
this has been possible by controlling material costs. Favourable prices of
chillies and mango |
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| have
led to increased leverage. This trend is expected to continue for next year
as well. |
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| NFL
has also entered into a contract with an Australian Food Company to develop,
manufacture |
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| and
package innovative and advanced food products for the multiple segments in
the |
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| mainstream
market. These products have been launched in Australian market by this
company |
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| and
are registering a good response from the native consumers. |
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| OBJECTIVES |
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| The
company will continue with its present strategy of consolidation. The
objectives are to |
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| maximize
market shares of its existing categories. A favourable Chilli crop this year
has also |
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| presented
the opportunity to sustain good operational results. |
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| Continuous
investments in packaging and processing machines in line with the
modernization |
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| policy
of the company will continue to see declining manufacturing costs. |
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| It
is expected that the pattern of Gross Profit will continue to rise based on
these factors and |
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| company
can redeploy its profits faster to further its goals and objectives. |
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| The
company is also focused in terms of delivering a good return to its
shareholders. This is the first |
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| time
that the Retained Earnings would have crossed the Paid Up Capital mark of the
company. This |
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| is
a good sign in terms of achieving a good payout for the future for our
shareholders. It is expected |
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| that
the company will modestly increase its Earnings Per Share over the next
couple of years. |
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| AUDITORS |
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| The
present Auditors Messrs, Riaz Ahmad, Saqib, Gohar & Company, Chartered
Accountants, |
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| retire,
being eligible for re-appointment, have offered themselves, for
re-appointment as auditors |
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| for
the year 2000-2001. |
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| PATTERN
OF SHARE HOLDING |
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| The
Pattern of Share Holding as referred by Section 236 of Companies Ordinance
1984 is |
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| enclosed. |
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| On
behalf of the Board of Directors, I congratulate the management,
distributors, suppliers and all |
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| our
business associates for making this a successful year. I would also like to
take this opportunity |
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| to
thank all the people who have kept us motivated in achieving our Billion Rs.
Sales target. |
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|
WAQAR HASAN |
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|
Chief Executive |
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| NOTICE
OF MEETING |
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| Notice
is hereby given that the 29th Annual General Meeting of National Foods
Limited will be |
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| held
at the Registered Office situated at 12/CL-6, Claremont Road, Civil Lines
Karachi, on |
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| Saturday
the 25th November 2000, at 11.30 a.m., to transact the following business: |
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| 1.
To read and confirm the minutes of the last Annual General Meeting held on
21st December 1999. |
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| 2.
To receive, consider and approve the Audited Accounts for the year ended 30th
June 2000. |
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| 3.
To approve payment of Final Cash Dividend @ 11.5% (Rs. 1.15 per share of Rs.
10 each) as |
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| recommended
by the Directors. An Interim Cash Dividend @ 10% has already been paid to |
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| the
shareholders. |
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| 4.
To elect Directors for a period of 3 years. The Board of Directors have fixed
number of Directors |
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| to
be elected as 7 excluding any director(s) nominated by Development Financial
Institutions. |
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| Following
are the retiring directors who are also eligible to offer themselves for
re-election: |
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| 1.
Mr. A Majeed |
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| 2.
Mr. Waqar Hasan |
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| 3.
Mr. Khawar M. Butt |
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| 4.
Mr. Abrar Hasan |
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| 5.
Mr. Zahid Majeed |
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| 6.
Mr. Muhammed Shafi (N.I.T. Nominee) |
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| 7.
Mr. M. Afzalullah Siddiqui (N.I.T. Nominee) |
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| Any
person who seeks to contest the election of directors may file his (her)
consent to the |
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| company
in accordance with the Companies Ordinance, 1984. |
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| 5.
To appoint Auditors for the year 2000-2001 and to fix their remuneration. The
present auditors |
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| Messrs.
Riaz Ahmad, Saqib, Gohar & Company, Chartered Accountants retire, being
eligible, |
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| have
offered themselves for re-appointment as Auditors. |
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| 6.
To transact any other business with the permission of the Chairman. |
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By order of the Chairman |
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(HABIB A. ISMAIL KHAIRANI) |
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| Karachi:
October 26, 2000. |
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Company Secretary |
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| NOTES: |
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| 1.
The share transfer books of the Company will remain closed from 17th
November, 2000 |
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| to
25th November, 2000. (Both days inclusive). |
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| 2.
All members are entitled to attend and vote at the meeting |
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| 3.
A member entitled to attend and vote at the Meeting may appoint a proxy to
attend, |
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| speak
and vote for him/her. A proxy needs to be a member of the Company. |
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| 4.
In order to be valid, an instrument of proxy and the Power of Attorney or
other authority |
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| (if
any) under which it is signed, or a notarially certified copy of such power
of authority, |
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| must
be deposited at the Registered Office of the Company not less than 48 hours |
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| before
the time of the meeting. |
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| 5.
Shareholders are requested to notify immediately, any change in their
Registered |
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| address. |
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| RATIO
ANALYSIS |
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|
1996 |
1997 |
1998 |
1999 |
2000 |
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| LIQUIDITY
RATIOS |
|
| Current
Ratio |
|
1.02 |
1.01 |
1.04 |
1.06 |
1.08 |
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| Acid Test Ratio |
|
0.25 |
0.28 |
0.26 |
0.22 |
0.19 |
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| GEARING
RATIOS |
|
| Debt
/ Equity Ratio |
5.39% |
4.61% |
7.91% |
9.33% |
15.68% |
|
| Interest Cover |
|
2.28 |
2.28 |
2.94 |
2.14 |
3.03 |
|
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|
|
| OPERATING
RATIOS |
|
| Return
on Shareholder's Equity |
13.48% |
12.77% |
12.54% |
14.08% |
20.42% |
|
| Gross
Profit Margin |
20.15% |
20.20% |
22.48% |
20.34% |
24.45% |
|
| Operating Profit |
|
6.27% |
6.15% |
7.65% |
5.70% |
8.40% |
|
| Net
Profit Margin |
2.31% |
2.14% |
1.89% |
1.78% |
2.42% |
|
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|
|
| TURNOVER
RATIOS |
|
| Asset Turnover |
|
2.07 |
2.31 |
2.47 |
2.52 |
2.51 |
|
| Equity
Turnover |
5.83 |
5.96 |
6.65 |
7.93 |
8.45 |
|
| Debtor's
Turnover |
17.75 |
23.79 |
27.02 |
34.13 |
35.29 |
|
| Receivable
Days |
20.56 |
15.34 |
13.51 |
1,069 |
10.34 |
|
| Inventory
Turnover |
3.95 |
4.16 |
4.65 |
438 |
3.65 |
|
| Days Inventory |
|
92.33 |
87.82 |
78.55 |
83.35 |
100.10 |
|
|
|
|
| OPERATING
EXPENSES |
|
| Administrative
Expenses |
3.49% |
3.49% |
3.38% |
2.75% |
2.67% |
|
| Selling
Expenses |
11.54% |
12.20% |
14.37% |
13.39% |
16.70% |
|
| Financial
Expenses |
2.37% |
2.07% |
1.60% |
1.98% |
1.64% |
|
|
|
|
| COST
OF SALES |
|
|
| Materials |
|
84.80% |
84.94% |
83.24% |
85.01% |
83.80% |
|
| Direct Labor |
|
4.93% |
4.59% |
4.61% |
4.09% |
4.27% |
|
| Overheads |
|
10.27% |
10.47% |
12.15% |
10.90% |
11.93% |
|
|
|
|
| OPERATING
EXPENSES (% OF GP) |
|
| Administrative
Expenses |
17.33% |
17.25% |
15.05% |
13.52% |
10.93% |
|
| Selling
Expenses |
57.29% |
60.42% |
63.95% |
65.85% |
68.31% |
|
| Financial
Expenses |
11.74% |
10.27% |
7.10% |
9.75% |
6.74% |
|
|
|
|
| STOCK
MARKET RATIOS |
|
| Earnings
Per Share |
2.61 |
2.58 |
2.57 |
2.69 |
4.35 |
|
| Dividend
Per Share |
2.00 |
1.25 |
1.50 |
1.40 |
2.15 |
|
| Dividend Cover |
|
1.20 |
2.06 |
1.71 |
1.92 |
2.02 |
|
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|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of National Foods Limited as at June
30, 2000 and |
|
| the
related profit & loss account, cash flow statement and statement of
changes in equity |
|
| together
with the notes forming part thereof, for the year then ended and we state
that we have |
|
| obtained
all the information and explanations which to the bet of our knowledge and
belief, |
|
| were
necessary for the purposes of our audit. |
|
|
| 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
accounting standards and the requirements of the Companies Ordinance, 1984.
Our |
|
| responsibility
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. |
|
| 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 state that; |
|
|
| (a)
in our opinion, proper books of account have been kept by the company as
required |
|
| by
the Companies Ordinance, 1984. |
|
|
| (b)
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; |
|
|
|
| (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; |
|
|
| (c)
in our opinion and to the best of our information and according to the
explanations |
|
| given
to us, the balance sheet, profit & 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 June
30, |
|
| 2000
and of the profit its cash flows and changes in equity for the year then
ended; and |
|
|
| (d)
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. |
|
|
|
|
RIAZ AHMAD, SAQIB. GOHAR & CO. |
|
| Karachi:
9th October 2000. |
|
Chartered Accountants |
|
|
|
| BALANCE
SHEET AS AT 30 JUNE, 2000 |
|
|
|
|
2000 |
1999 |
|
|
|
Note |
Rupees |
Rupees |
|
|
|
|
|
| CAPITAL
AND RESERVES |
|
|
|
|
|
|
|
| Capital |
|
|
|
| Authorized
Capital 5,000,000 |
|
|
|
| (1999:
5,000,000) ordinary |
|
|
|
|
| Shares
of Rs. 10 each |
|
|
50,000,000 |
50,000,000 |
|
|
|
|
|
========== |
========== |
|
|
| Issued
subscribed & paid-up capital |
3 |
42,505,380 |
42,505,380 |
|
|
|
|
|
| Reserves |
|
|
|
| Capital-
share premium |
|
|
6,102,100 |
6,102,100 |
|
|
| Unappropriated
profit |
|
|
42,018,793 |
32,654,293 |
|
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
48,120,893 |
38,756,393 |
|
|
|
|
|
90,626,273 |
81,261,773 |
|
|
| LONG
TERM LIABILITIES - SECURED |
|
------------------ |
------------------ |
|
|
| Liabilities
against assets |
|
4 |
8,808,729 |
3,582,869 |
|
|
| subject
to finance lease |
|
|
|
| Deferred tax |
|
|
5,399,798 |
4,000,000 |
|
|
|
|
------------------ |
------------------ |
|
|
|
|
14,208,527 |
7,582,869 |
|
|
|
|
|
|
|
| CURRENT
LIABILITIES |
|
|
|
| Current
portion of liabilities against |
|
|
|
| assets
subject to finance lease |
|
4 |
4,762,199 |
1,208,383 |
|
|
| Finances
utilized under mark-up |
|
|
|
|
|
| arrangements
- secured |
|
5 |
110,934,296 |
96,342,005 |
|
|
| Creditors,
accrued expenses & other liabilities |
6 |
79,129,962 |
63,632,975 |
|
|
| Proposed
dividend |
|
|
4,888,119 |
5,950,753 |
|
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
199,714,576 |
167,134,116 |
|
|
| Contingencies
& commitments |
|
7 |
-- |
-- |
|
|
|
|
|
------------------ |
------------------ |
|
|
|
|
|
304,549,376 |
255,978,758 |
|
|
|
|
|
========== |
========== |
|
|
| PROPERTY
AND ASSETS |
|
| Fixed
Capital Expenditure |
|
| Fixed assets |
|
8 |
84,479,673 |
78,012,026 |
|
|
|
|
------------------ |
------------------ |
|
| Capital
work-in progress |
|
9 |
457,969 |
286,983 |
|
|
|
|
|
|
|
|
|
84,937,642 |
78,299,009 |
|
|
|
|
|
| Long
term deposits |
|
|
1,410,981 |
1,265,981 |
|
|
|
|
|
| Deferred
expenditure |
|
10 |
2,100,000 |
-- |
|
|
|
|
| CURRENT
ASSETS |
|
|