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TOMORROW
Over the course of the last year, we saw the seed of
perseverance grow in the midst of macroeconomic
challenges. This seed reflects our passion for
sustainable growth. While the times have been
challenging, we at FFL, have continued to invest in
our operational processes; strategically expanding
our sales and distribution network and ensuring a
lasting route-to-market connection.
18 20 22 24 26 34 69 70 71 72 119 128
Chairman’s CEO’s Message Leadership Team Notice of Annual Directors’ Report Statement of Statement of Statement of Cash Flow Notes to the Pattern of Directors’ Report
Message General Meeting in English Compliance Comprehensive Changes in Statement Financial Shareholding in Urdu
in English Income Equity Statements
THROUGH NOURISHMENT
unique part of a community, we work towards understanding the needs of our stakeholders
and developing a culture that helps fulfil them, so we can bring our wholesome goal of
spreading happiness full-circle.
We Innovate
We embrace innovation. Success isn’t an overnight achievement and certainly not one without
risks. Hence, we keep attempting to do the impossible with the consistent pursuit of going the
extra mile.
We are Caring
We care about our community from the get go. Be it our hard-working farming partners,
our cherished customers, diligent employees or our valuable investors, our goal is to build
relationships based on empathy and trust.
We are Agile
Our constant focus on research and development helps us stay abreast of all that is changing,
be it technology, or the needs of our stakeholders. We consistently work on making sure that
we are the best at doing what we do.
We Synergize
We’re one of the biggest players in the market and we steadily grow bigger every day. That’s
why we recognize the impact we have on our community and make sure that our foot print is
a positive one. Hence, apart from our philanthropic efforts, we make sure to connect with key
stakeholders to ensure that we always work towards the same greater goal: transforming lives
for the better.
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TOMORROW Annual Report 2022 05
OUR
Under the umbrella of the Fauji Group of Companies, with major
shareholding by FFBL – Fauji Foods Limited was founded in 2015 after the
acquisition of Noon Pakistan Limited, a company with an over 50-year
dairy legacy in Pakistan.
HERITAGE
In February 2016, Fauji Foods introduced a new brand for the masses by the name of Dostea. Dostea is a liquid tea
whitener which renders the perfect taste and colour you require from your daily cup of tea.
Founded in 1966, the Company’s brand Nurpur has been a household name across generations. After the
acquisition, Fauji Foods relaunched the House of Nurpur in May 2016, thus reviving an age-old tradition of
wholesome quality.
The House of Nurpur, renowned for its Butter in Pakistan is also gaining traction across its consumer base for other
wholesome additions to its product range.
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06 TOMORROW Annual Report 2022 07
TURNAROUND STRATEGY
2X
Growth in
Distribution Network
Institutional Sales
Talent
Fit for Future Capability Automation Processes
Backbone
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08 TOMORROW Annual Report 2022 09
CORPORATE INFORMATION
Board of Directors Audit Committee Chief Executive
*Mr. Waqar Ahmed Malik Mr. Javed Kureishi Officer
Chairman Chairman
Mr. Usman Zaheer Ahmad
Syed Bakhtiyar Kazmi
**Mr. Sarfaraz Ahmed Rehman
Mr. Basharat Ahmad Bhatti
Mr. Arif ur Rehman Dr. Nadeem Inayat Chief Financial
Dr. Nadeem Inayat **** Officer
Syed Bakhtiyar Kazmi HR&R Committee
Mr. Waseem Haider
Ms. Tania Shahid Aidrus
Mr. Ali Asrar Hossain Aga
Mr. Ali Asrar Hossain Aga Chairman
Company
Mr. Basharat Ahmad Bhatti Dr. Nadeem Inayat
Ms. Tania Shahid Aidrus Secretary
***Mr. Imran Husain
Mr. Arif ur Rehman
Mr. Javed Kureishi Brig Hamid Mahmood Dar
**** SI(M), (Retd)
Operation
and Business Auditors
Committee EY Ford Rhodes
Chartered Accountants
Mr. Sarfaraz Ahmed Rehman
Chairman
BOARD OF
• Fauji Infraavest Foods Ltd issue of literacy in Pakistan over the next decade. In the past he was associated with
• Askari Bank Ltd Shaukat Khanum Hospital as a Board of Governor and with WWF as a Director. He is
also associated with Hisaar Foundation and its work on water / environmental issues
He is also Chairman of Pakistan Oxygen Limited (formally Linde Pakistan, a subsidiary in Pakistan.
of Linde AG) acquired by Adira Capital Holdings (Private) that he co-founded. Mr.
Malik is a non-executive Member of the Board of JAZZ Pakistan which is a subsidiary Mr. Sarfaraz Ahmed Rehman has been appointed as Managing Director & Chief
of Veon Limited. Executive Officer of FFC, FFCEL and FFFL w.e.f October 16, 2021.
DIRECTORS
He played an instrumental role in development of Pakistan’s Regulatory System as
well as for the advocacy to undertake economic reforms. Earlier he served as:-
Mr. Malik is a former member of the visiting faculty of Pakistan Institute of Corporate
Governance, Former Member of Board of Governors of Lahore University of
Management Science (LUMS) and Former Member of Board of Indus Valley School
A trustee of Duke of Edinburgh Trust Pakistan, he was awarded Prince of Wales Medal
as a Trustee of the Prince of Wales Pakistan Recovery for the Flood Victims in 2010.
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TOMORROW Annual Report 2022 13
Mr. Arif ur Rehman Dr. Nadeem Inayat Syed Bakhtiyar Kazmi Mr. Ali Asrar Hossain Aga
Director Director Director Independent Director
Mr. Arif started his professional career from Fauji Fertilizer Co (FFC) where he initially Dr. Nadeem Inayat is the Senior Director Strategy and Merger & Acquisitions at Fauji Mr. Kazmi is a fellow chartered accountant with over 35 years of experience in a Mr. Ali A. Aga has over 38 years of multi industry experience in a wide range of
worked as Process Engineer in the Ammonia, Urea and Utilities plants. Later on Foundation and holds directorship on the Board of following companies along with diverse range of sectoral and functional strata within national and regional economies. management positions in General Management, Marketing, Human Resource
he worked as Process Engineering In-charge, Operations Engineer-Ammonia and Fauji Foods Limited: The key areas of his specialization are fiscal policy and macroeconomic research, Management, Corporate Affairs, Operations and Supply Chain Management in ICI
Ammonia DBN Commissioning Engineer. In mid-1994, his services were transferred to greenfield and brownfield projects, strategic collaborations, mergers and acquisitions, Pakistan as well as German company Hoechst and other national Companies.
• Askari Bank Limited
FJFC (now FFBL) project team. He worked at FJFC for about 3 years and was a part outliers in accounting and finance, strategic level audit and assurance and tax
• Askari Cement Limited He is currently the Managing partner Middle East – South Asia & Chief Executive
of the multidisciplinary team that developed the FJFC Project from inception to firm reforms and strategic level advisory. He holds directorship on the Boards of following
• Daharki Power Holdings Limited Pakistan for Ward Howell International, a global Leadership & Management consulting
order placement. He led the engineering and improvement of the Ammonia Plant. For companies along with Fauji Foods Limited:
• Fauji Akbar Portia Marine Terminals Limited company. Prior to his involvement with Ward Howell in 2014, he was working with
that project he remained in USA for about a year as Ammonia Plant Lead.
• Fauji Cement Company Limited • Askari Bank Limited Pakistan’s leading company ICI where he worked for almost 25 years in various senior
In 1996, he joined ICI Pakistan’s PTA Business, which was the first and is still the only • Fauji Electric Power Company Limited - Chairman • Askari Cement Limited positions. He was appointed the Chief Executive of ICI Pakistan & Chairman of ICI
PTA plant in Pakistan with new technology. He worked as the commissioning leader • Fauji Fertilizer Bin Qasim Limited • Daharki Power Holding Company Limited Pakistan Power Gen Limited during the transition period of ICI Pakistan’s ownership
for the most complex, Oxidation Plant. Later on he led all the remaining sections of • Fauji Fertilizer Company Limited • Fauji Akbar Portia Marine Terminals Limited from Akzo Nobel Netherlands to the YB Group in Pakistan in 2013. He also held the
the PTA plant (Purification and Utilities) and took over as the first local Production • Fauji Fresh n Freeze Limited • Fauji Cement Company Limited position of a Director on the Board of ICI Pakistan and worked as Vice President &
Manager for the PTA Business in 2001. Later on he worked as Technical Services & • Fauji Infraavest Foods Limited • Fauji Fertilizer Bin Qasim Limited Managing Director of ICI’s flagship Soda Ash Business from 2008 to 2014. He has
DBN Manager and was appointed as Site Operations Manager in 2005, where he was • Fauji Kabirwala Power Company Limited • Fauji Fertilizer Company Limited also served as General Manager Human Resource for the ICI Group in Pakistan from
responsible for Operations, Maintenance, Inspection and Materials Management. • Fauji Meat Limited • Fauji Fresh n Freeze Limited 2004 to 2008 and looked after HR for the ICI group in Pakistan and Middle East,
• Fauji Oil Terminal & Distribution Company Limited • Fauji Infraavest Foods Limited and was also responsible for leadership development programs for the Regional &
In 2007 he joined the Fatima Group as Project Director and led the USD 750 Million
• Fauji Trans Terminal Limited • Fauji Kabirwala Power Company Limited Industrial Business of ICI plc globally.
Project from ground breaking till its commissioning. This was a green field project
• Foundation Power Company Daharaki Limited • Fauji Oil Terminal & Distribution Company Limited
comprising of Ammonia, Urea, NP, CAN, Nitric Acid, Utilities and related facilities. One Ali Aga has also served as a Director on the Boards of Pakistan PTA Ltd, Akzo Nobel
• Foundation Wind Energy-I & II Limited • Fauji Trans Terminal Limited
of the salient features of the job was that it was a self-managed EPC Project. Arif was Pakistan Limited, ICI Power Gen Ltd, and Pakistan Society for Training & Development.
• Mari Petroleum Company Limited • FFC Energy Limited
engaged with dozens of international contractors directly and completed the project He is a Certified Director and Accredited Trainer on Corporate Governance by IFC and
• Pakistan Maroc Phosphore S.A. • Foundation Power Company Daharki Limited
successfully in 2011. Pakistan Institute of Corporate Governance (PICG), and a visiting Faculty for PICG’s
• The Hub Power Company Limited - Independent Director • Foundation Solar Energy Limited
Director’s training program.
After the commissioning of the project Arif was appointed its Director Operations. In • Foundation Wind Energy-I & II Limited
that role he brought the site to its full potential by a series of revamps that included Dr. Inayat holds a Doctorate in Economics and has over 28 years of diversified • Mari Petroleum Company Limited He is an Independent Director and Chairman of the Audit Committee and member
the plants and organizational and systems improvement. As a result the production experience in the corporate sector particularly in corporate governance, policy • Olive Technical Services (Private) Limited of HR & Remuneration Committee of the Board of Descon Oxychem Ltd., and has
increased from 0.8 to 1,475 Million tons per year and the bottom line improved from formulation, project appraisal, implementation, monitoring & evaluation, restructuring, served as Independent Director on the Boards of Public Sector Companies STEDEC
-PKR 2.0 Billion to +10 Billion. and collaboration with donor agencies. He also conducted various academic courses Mr. Kazmi served KPMG for 35 years; interacted with the leadership in almost every Technology Commercialization Corporation of Pakistan, Inland Water Transport
on Economics, International Trade and Finance at reputable institutions of higher industry, understanding their vision, their insights, and business strategies. His Company of Pakistan and Engineering Development Board. He is also involved in
In July 2016 he was appointed Chief Manufacturing Officer, based at the Head Office education in Pakistan. He is also a member of Pakistan Institute of Development rigorous exposure to a diverse range of sectors and projects, enabled him to conceive volunteer work in the field of management development and has served as the Vice
in Lahore with responsibility for all aspects of manufacturing for the Fatima Group’s Economics. and culminate strategic value additions for his clients. He successfully implemented Chairman of the Lahore Chapter of Management Association of Pakistan and a
three Fertilizer Manufacturing facilities, Fatima Fertilizers, Sadiqabad; Pak Arab a comprehensive service delivery framework that ensures quality assured service Council member of the Lahore Chapter of Marketing Association of Pakistan.
Fertilizer Company, Multan and Fatima Fertilizers, Lahore (Ex Dawood Hercules). He provision to KPMG’s clients. As an auditor and an advisor, Mr Kazmi successfully
has responsibility for Operations, Costs, Budgets and People aspects for all Fertilizers. delivered bestin-class and integrity driven services and branched into macroeconomic Ali Aga holds an MBA degree from Drexel University U.S.A and a BSc. (Engg.) in
In addition he is also responsible for the Supply Chain Function for the entire group research with a focus on contributing towards fiscal and regulatory policies of Chemical Engineering from University of the Punjab. He has attended the Advanced
where he controls the budget of about USD 200 Million per year, growth, sustainability Pakistan. He has served on a number of diverse forums / boards in the Private Sector, Management Program at Harvard Business School and has been a guest speaker at
and strategy of the FG; Fertilizer Business. Public Sector & Civil Society Organization. As a thinker, he actively spreads his various local and international conferences and seminars.
thoughts and ideas through his articles on national economics, business and taxation
mattes and issues, regularly published in reputable dailies.
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14 TOMORROW Annual Report 2022 15
Mr. Imran Husain Mr. Javed Kureishi Mr. Basharat Ahmad Bhatti Ms. Tania Shahid Aidrus
Independent Director Independent Director Independent Director Independent Director
A diversified individual having 40 + years plus experience in Senior Leadership Mr. Javed is a seasoned, international banker having spent 34 years with Citibank. Mr. Basharat Ahmad has 40 + years diversified business experience, with the Ms. Tania envisions Pakistan as an emerging leader in technology and innovation in
assignments of Chief Executive Officer/ Managing Director, with a proven track record He has held a number of senior, leadership roles across corporate banking, country government and Country’s foremost Multinational Conglomerate – Unilever Pakistan, the rapidly evolving global digital landscape over the next decade. She served as an
of superior performance through teamwork, continued commitment & application of management, risk and public sector coverage. He worked for Citibank in 6 different engaged in manufacturing and marketing world class Fast Moving Consumer advisor to the Prime Minister of Pakistan where she put in place a framework for the
diversified skill set.
locations including Pakistan, Egypt, South Africa, Czech Republic, UAE and Singapore Products including Oils & Fats, Personal & House Cleaning Products, Beverages, Ice country’s digitization journey. During her time in this role, she architected the five pillar
The Professional traits include: Strategic Vision, Business intelligence, Leadership, where he spent the last 9 years before returning to Pakistan in oct 2019. His last cream & Frozen desserts. Digital Pakistan strategy for the country to move towards digitization rapidly.
Team development, Change management and effective execution. assignment was Head of Public Sector Senior Coverage Group for Asia Pacific
His practical experience includes Factory Operations, Industrial Relations, Distribution She also helped build Pakistan’s Covid-19 data driven-response strategy as part of
covering 14 countries. Javed has travelled extensively across the Asia Pacific and has
Professional Memberships & Logistics, Supply Chain Management, Sales & Sales Operations, Institutional the National Command and Operations Center (NCOC). Today, Pakistan is globally
a good working knowledge of the region.
Directorship: Business, Trade Marketing, Customer Relations, Corporate Regulatory Affairs, recognized for handling the COVID-19 pandemic, and data-driven interventions have
Mr. Javed is presently working for the IFC as an external consultant responsible for Negotiations, Corporate Social Responsibility, Corporate Communication, Interface played an important role in this response.
• TPL REIT Management Company Limited Senior client coverage and business origination. He is also on 3 other company with the Federal and Provincial Governments on Tariff Rationalization, Rules &
• Augere Limited (Netherlands) BV Prior to this appointment, Tania spent over a decade at Google in the US and
boards including the Pakistan Stock Exchange. Regulations and System & Procedures.
• Sharp Communications (Pvt) Limited Singapore where she was a Director of Product Management for Next Billion Users
• GSDCP (Pvt) Limited Mr. Javed has also been a keen cricketer. He captained Pakistan Under 19 in 1978-79 He has been assisting the Federal Government and Provincial Governments on and Payments. She was responsible for digitizing payments in emerging markets,
Augere Limited (Netherlands) BV on its tour of Sri Lanka and India. He also played first class Cricket for PIA, and Sind various projects like Formulation of Pure Food Rules, Standardization of Consumer particularly countries looking to take the leap from cash to digital and played a key
Global Advisor and represented Sussex under 25 and combined English Universities. Products at PSQCA, Negotiation on APTTA, Tariff rationalization at FBR, Ministry of role in the product strategy for the rollout of GPay across multiple countries. Tania also
2012 – To date Commerce and Ministry of Industry and Special Initiatives etc. started Google’s business in South Asia Frontier Markets (Bangladesh, Pakistan, Sri
He has a BA Hons from Sussex University UK and is married with 2 children.
International Business Strategist, Consultant and Global Advisor to Augere Limited, Lanka) and led those teams as the Country Manager. She co-founded a health-tech
Mr. Ahmad remained responsible for Training of Unilever Pakistan sales & general
a multinational engaged in developing Wireless Broadband in Pakistan, Bangladesh startup – ClickDiagnostics, and spent a portion of her career consulting for private and
and other countries under the brand name QUBEE. management for six years. In the capacity of Corporate Facilitator, Total Quality
public sector organizations at Booz Allen Hamilton. Tania holds an MBA from the MIT
Augere Limited (Netherlands) BV Management, he trained the management as well as Non-Management Staff along
Sloan School of Management and a BSc from Brandeis University
Global Director Services and Business Support with its practical implementation by process mapping, elimination of superfluous,
2008 – 2012 simplification of system and procedures, thus made the business cost effective in
Augere Pakistan Limited obtaining substantial positive results contributing to Company’s profitability.
Chief Executive Officer
2008 – 2008 In addition, Mr. Ahmad has 12 years teaching experience with various universities as
Grand Leisure Corporation Ltd (PLC) builders of Port Grand visiting faculty. His specializations are: Retailing, Sales Management, Supply Chain
Chief Executive Officer Management, Entrepreneurship, Consumer Behavior, TQM, Brand Management,
2003 – 2008 Marketing, Business Ethics, Industrial Marketing, Service Marketing, Integrated
Dannemann Fabrics Ltd (PLC), – Integrated Denim manufacture Marketing Communication, Advance Topic of Marketing, Customer Relations
Managing Director Management and Corporate Marketing for MS Management, EMBA and MBA classes.
1991 – 2001
Pangrio Sugar Mills Ltd (PLC) He authored a book on “Successful Retailing”.
Managing Director
1983 – 1995 Mr. Basharat Ahmad remained Vice Chairman & Director, Pakistan Dairy Association,
Spectrum Ltd (PLC) Director, Pakistan Halal Product Development Board, Executive Committee Member,
Managing Director Duke of Edinburg Award Pakistan, Member Pakistan Soap Manufacturers Association,
1977 – 1983 and Member Pakistan Tea Association.
Pakistan Fiat SpA, Italy
Country Advisor
1974 – 1977
Union Carbide Pakistan Limited
Economic Advisor
1972 -1974
Professional Advisory
• Member Prime Minister’s Task Force for Land Allocation – (2005 – 2006)
• Member Task Force Board of Investment Pakistan – (2003)
• Chairman Sind Development Forum Organizing Committee – (2003)
• Chairman Sindh Small Industries Corporation Reorganization Task Force – (2002)
• Chairman Sindhi Adabi Board, Task Force – (2002)
• Member Executive Committee Pakistan Sugar Mills Association – (1987 – 1989)
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16 TOMORROW Annual Report 2022 17
CHAIRMAN’S
MESSAGE
Pakistan faced several challenges In 2022, the FFL Board successfully completed the
transition of leadership roles, and we would like to
in 2022 that had a considerable
acknowledge the invaluable services of our outgoing
impact on the nation’s economy, Chairman, Mr. Sarfaraz Ahmed Rehman, in the success of
including climate change-induced our company. As the Chairman, I will ensure that the Board
floods, animal disease, inflation, and takes all necessary steps that help us achieve long-term
currency devaluation, all of which sustainable growth for the company.
exacerbated the economic struggles
The Board has established several committees entrusted
caused by the earlier pandemic. with advisory and oversight functions, including the
recommendation of a strategic framework, strengthening
As the fourth largest milk producing country in the world, governance, guiding management to maximize resource
Pakistan contributes 50 million tons of milk annually, with utilization, improving capital structure, addressing
80% of the country’s total milk production coming from business risks, and monitoring progress to recommend
rural areas. However, the impact of climate change has backup plans to achieve our strategic goals. Governance-
caused significant concern among agriculturists and dairy related activities are a top priority, and our Directors
business experts, who fear that the loss of hundreds of actively seek feedback from subject matter experts before
thousands of animals in 2022 may lead to a 30% to 40% making critical decisions.
reduction in milk and meat production in the coming
periods which would lead to further inflationary pressures. The Board shall remain focused on providing strategic
direction and oversight to the Company for offering
Despite these setbacks, I am pleased to report that sustained returns to its shareholders, besides contributing
our company has forged ahead, with significant growth towards nutritional needs of the Country.
momentum observed through an increase in sales. This
was achieved through our focus on margin accretive
portfolio, cost-saving initiatives for sustainable business
practices, and the establishment of fit-for-the-future
organizational capabilities.
18
CEO’S
MESSAGE
2022 stands out for the remarkable The loss after tax for the FY 2022 was PKR 2.168 bn;
where interest cost of PKR 1.2 bn constituted 57% of
changes to the world we operate in.
the total loss. Our sponsors have committed to inject an
The inflation, devaluation, floods, equity of PKR 11.7 billion via Other than Right Share issue.
country liquidity crisis and disruptive This will eliminate the debt overhang and rid the business
supply chain created a perfect storm of the interest cost that is a drag on the Company’s
for all businesses. Amidst all this, financial performance.
Fauji Foods Limited (FFL) embarked
FFL takes immense pride in its environment friendly
upon its own journey of change. policies. The twin projects of bio-fuel and solar will not
only reduce our carbon footprint but will also rationalize
The portfolio strategy was reimagined, Route to Market the energy cost. This, coupled with an in-depth cost
was redesigned and digitized, FFL invested in sustainable benchmarking shall yield certain cost-efficiency
and environment friendly energy mix and large strides opportunities. The management is confident that these
were made in developing capabilities in multiple areas of initiatives will yield close to PKR 1 bn. That in turn, will
business. As a result, despite the challenges, the revenue structurally improve the gross-margin leading to greater
grew by 44%, putting FFL on path of a sustainable, sustainability.
value-led growth. The revenue growth was driven by a
66% increase in Nurpur UHT milk volume, doubling the We feel that FFL is at the cusp of turning into a healthy,
institutional sales and distribution increase of 57%. growing business. While the inflationary pressure on the
industry will persist, it also presents a great opportunity
Inflationary pressure on the back of devaluation, to connect with our consumers and customers. It is
floods, and macro-economic uncertainty resulted in a this customer-centricity that allowed us to double our
50% increase in raw milk price and other major cost institutional business in 2022. With our partnership with
components. That in turn, eroded the margins by circa 7% international customers firmly in place, we expect the
in Q2 2022. localization trend to continue, strengthening FFL’s Food
Services business. Likewise, the redesigned Route to
The management’s timely decisions on pricing, deploying Market was pivotal in achieving volume growth as the
cost-optimization strategies and above all a firm distribution nearly doubled to 30,000+ stores in 2022.
commitment to grow margin accretive portfolio ensured a With the digitization and channel focus, we expect that
robust margin recovery in Quarter 4. As a result, the 2022 distribution will continue to be a strong driver of growth
Q4 EBIDTA was PKR 383 mn (PKR 77 mn excluding one- moving forward.
time sales tax reversal), a 262% growth over Q3 2022.
The worsening economic outlook does not augur well
Quarterly EBITDA 2022 for the country’s economy. FFL has taken timely steps to
(PKR mn)
bring key costs down and will benefit from the full year
383
impact of these initiatives. Food in general and dairy in
particular will remain critical to the nutritional needs of
the nation. We believe that FFL has the right strategic
direction, resources and above all the collective will to not
only ride but also thrive in these challenging times.
77
(71)
(156) (143)
(181)
(237)
(308)
20
LEADERSHIP TEAM
Rao Muhammad Imran Head of R&D / Innovation, QA/RA Abdul Rehman Butt Head Supply Chain Management
Khurram Javaid Chief Commercial Officer Faisal Sheikh Chief Human Resource Officer
Brig. Hamid Mahmood Dar SI(M), (Retd) Company Secretary Waseem Haider Chief Financial Officer
Usman Zaheer Ahmad Chief Executive Officer Hafiz Sajjad Hussain Head Milk Collection & Agri Services
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22 TOMORROW Annual Report 2022 23
NOTICE OF ANNUAL
GENERAL MEETING
ii. The proxy form shall be witnessed by the The Company will intimate members regarding venue
Notice is hereby given that the 56th Annual General Meeting of the
two persons whose names, addresses and of video conference facility at least 5 days before the
shareholders of Fauji Foods Limited will be held on Tuesday, March CNIC numbers shall be mentioned on the date of general meeting alongwith complete information
21, 2023 at 11:00 a.m. at FFL Head Office, 42 CCA, Ex Park View, DHA form. necessary to enable them to access such facility.
Phase- VIII, Lahore and also virtually through video-link to transact the
following business: iii. Attested copies of CNIC or the passport of I/We,______________________________________
the beneficial owners and the proxy shall be ___of________________________, being a member of
furnished with the proxy form. Fauji Foods Limited, holder of ____________________
Ordinary Share(s) as per Registered Folio / CDC Account
iv. The proxy shall produce his/her original No __________________ hereby opt for video conference
CNIC or original passport at the time of the facility at __________________.
Ordinary Business: Notes:- meeting.
1. To confirm the minutes of Extraordinary General Participation in the AGM Proceedings: v. In case of corporate entity, the Board of Signature of member
Meeting held on October 18, 2022. 1. Directors’ resolution/power of attorney with 5. E-Voting
Any member of the Company entitled to attend and
vote at the General Meeting may appoint a person/ specimen signature shall be submitted to Members can exercise their right to demand a poll
2. To receive, consider and adopt the audited accounts representative as proxy to attend and vote in place the Company along with proxy form. subject to meeting requirements of Section 143 -145
for the year ended December 31, 2022 and the of member at the meeting. Proxies in order to be of Companies Act, 2017 and applicable clauses of
reports of the Directors and Auditors thereon. effective must be received at Company’s registered 3. Members, having physical shares, are advised to Companies (Postal Ballot) Regulations 2018.
office duly stamped and signed not later than 48 intimate any change in their registered address
3. To appoint auditors for ensuing period till next AGM hours before time of holding the meeting. A member and the shareholders who have not yet submitted 6. Participation in the AGM through video-link:
and to fix their remuneration. cannot appoint more than one proxy. Attested copy of photocopies of their Computerized National Identity
Cards (CNIC) are requested to send the same at the Video-link for participation virtually in the AGM shall be
shareholder’s CNIC must be attached with the proxy
Other Business: form. earliest. available on Company’s website i.e., www.faujifoods.com.
4. To transact any other business with the permission of 4. Shareholders who wish to receive annual reports Members are also requested to participate in the Annual
2. The CDC/sub account holders are required to follow
the Chair. and notice of the General Meeting through e-mail General Meeting through the following means:
the under mentioned guidelines as laid down by
Securities and Exchange Commission of Pakistan:- are requested to provide, through a letter duly
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24 TOMORROW Annual Report 2022 25
DIRECTORS’
REPORT
For the year ended December 31, 2022
DIRECTOR’S REPORT
For the year ended December 31, 2022
Uncertainty regarding the global economy persists with ~ 30% during the year. Company is also facing serious off-setting volume & margin decline in commoditized 8,586
central banks continuing monetary tightening to combat challenges in import of essential raw materials due to categories.
12,351
growing inflation, which is expected to continue in 2023. delays in opening of Letter of Credits by State Bank of
This monetary tightening, coupled with withdrawal of fiscal Pakistan amid government policies to tackle the depleting The business showed unprecedented resilience and 2022 2021
stimuli, has increased the possibility of a global recession. foreign reserves. ingenuity to bounce back from macro-economic and
Pakistan while not only facing global challenges, has other external challenges in first half of the year to stage
Early in 2022, GST was imposed on liquid tea whitener, a strong recovery. The Q4 EBIDTA of +383 mn (+77 mn Gross Profit
its own demons to face in the months ahead. Although (mn)
discussions are ongoing with multilateral agencies, a key product of the dairy industry, which significantly for Q4 excluding reversal of Sales Tax) reflects that the
923
however unprecedented climate-induced floods coupled impacted the sales of this category & also FFL’s financial turnaround strategy has started bearing fruit.
with rapidly depleting foreign currency reserves, slowing results. The above GST was rightly reversed by Honorable 971
of exports, high interest rate environment & related factors Lahore High Court in Q4 2022, helping not only the Quarterly EBITDA 2022 2022 2021
have dramatically worsened Pakistan’s economic outlook. Company but overall dairy industry in such difficult times. (PKR mn)
383
Unprecedented floods in mid-2022 created havoc in 2022 saw FFL stage a strong comeback based on three
Loss after Taxation
Pakistan. It is estimated that over 33 million people are strategic pillars: (mn)
affected and damages of USD ~20 billion have been
(1,253)
borne by the economy. The floods have affected economic • Value led growth:
and agricultural activity in the Country as major crops o Portfolio Pivot towards margin accretive categories 77 (2,168)
increased prices of staple food items, further fueling rising o Transformed Rout to Market for focused
(156) (143) Increase in Authorized
inflation. With this scenario, the Country’s risk of default
continues to be priced in by global markets.
deployment of portfolio in the market bringing in
efficiencies and speed.
(181)
(237)
Capital and other than
o Channel Strategy revisited to prioritize profitable (308) Right Issue
To address uncertainty and revert to a growth trajectory, channels. Q1-2022 Q2-2022 Q3-2022 Q4-2022
the Country is in dire need of structural reforms, like In the Extraordinary General Meeting held on August
Reported EBITDA (PKR mn) Quarterly sales tax adjusted EBITDA (PKR mn)
expansion of tax net, cost effective power generation, 30, 2022, Shareholders approved, through a special
• Build Sustainability through significantly reducing the resolution, an increase in Authorized Capital to 28,000
lowering fuel rates, incentivizing export sectors, targeted cost base
The gross profit of PKR 971 million in 2022 (+ 5% million Shares of Rs. 10 /- each from 18,000 million Shares
policies to boost IT sector exports, and establishing talent
o Optimized sourcing strategy to reduce the impact over LY) is testimony to the success of the reshaped of Rs. 10 /- each. Further during the year, Shareholders
development programs.
of critical raw materials business model in the face of such extreme inflationary have approved through a special resolution in the
environment. Extraordinary General Meeting held on October 18, 2022;
Through such grim realities, our business is working o The imported and hence expensive packmat for
issuance of “other than right” shares of the Company in
towards building a sustainable business model and has 1.5L was replaced with local format to reduce the
the aggregate amount of PKR 11,708,749,800 divided
also started developing an export-oriented road map. cost. A very high interest rate saw the gross profit generated
into 1,170,874,980 shares of PKR 10 each. The issuance
During these challenging times, Fauji Foods Limited by the Company being hit by an interest cost to the
o Number of efficiency projects successfully executed of “other than right” shares, once approved by relevant
continues to play a vital role in helping solve some of the tune of Pkr 1.3 billion. The company was successful in
at plant to reduce wastage and improve productivity authorities will strengthen the Company’s equity and
Country’s most pressing food security issues. securing cash injection commitments of Pkr 11.7 billion
• Capability liquidity.
from its sponsors and shareholders via Other than rights
However, management also foresees a mixed 1. CDC – Trustee Alfalah Consumer Index Exchange Traded Fund (CDC) 121,876 0.0077
macroeconomic and business environment with 2. CDC - Trustee Faysal MTS Fund - MT (CDC) 205, 500 0.0130
inflationary challenges and pressure on consumer 3. CDC – Trustee First Capital Mutual Fund (CDC) 35,000 0.0022
purchasing power. The management team remains
4. CDC – Trustee Golden Arrow Stock Fund (CDC) 50,000 0.0032
committed and resilient to respond to the challenges in the
market by increasing capabilities and by bringing further 5. CDC – Trustee HBL Financial Sector Income Fund Pan I – MT (CDC) 55,000 0.0035
operational efficiency to make the company’s business 6. CDC – Trustee NIT Income Fund – MT (CDC) 500 0.0000
sustainable and profitable.
III. Directors, CEO and their Spouse and Minor Children:
borne out by Q4 results. Based on last two quarters trends Company 4. Syed Bakhtiyar Kazmi 1 0.0000
we are confident that: 5. Mr. Ali Asrar Hossain Aga 78,879 0.0050
Risks faced by the Company are not significantly different
• Growth momentum will continue in 2023. The from those posed to other companies working in the 6. Mr. Basharat Ahmad Bhatti 1 0.0000
‘Route to Market’ capability will continue to drive the dairy sector. Risks are reviewed by the management 7. Mr. Imran Husain 1 0.0000
sustainable growth in portfolio and particularly value- through a robust business and risk management process.
added brands 8. Mr. Javed Kureishi 1 0.0000
Appropriate strategies and contingency plans are regularly
reviewed to minimize the potential impact associated 9. Ms. Tania Shahid Aidrus 1 0.0000
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30 TOMORROW Annual Report 2022 31
IV. Executives: – – Auditors: Dividends:
V. Public Sector Companies & Corporations: – –
The audit committee reviewed consent of retiring auditors The Board has not recommended any dividend due to
Banks, Development Finance Institutions, Non-Banking Finance Compa- EY Ford Rhodes Chartered Accountants being eligible loss to the Company during the year.
VI. 28,247,439 1.7832
nies, Insurance Companies, Takaful, Modarabas and Pension Funds:
for re-appointment to provide independent external audit
of Corporate Governance:
Acknowledgement:
ended December 31, 2022. No. of
Name of Directors Meeting(s)
The requirements of the Listed Companies (Code of
Board of Directors /
Attended
Corporate Governance) regulations 2019, relevant for the The Board is thankful to the valuable shareholders and
Mr. Javed Kureishi 5
Committees meetings Syed Bakhtiyar Kazmi 5
year ended December 31, 2022 have been duly complied
with. A statement to this effect is annexed with the report.
financial institutions for their trust and continued support
to the Company. The Board would also like to place on
during the year 2022: Mr. Basharat Ahmad Bhatti 5 record its appreciation to all employees of the Company
Dr. Nadeem Inayat 1 FFL follows a policy framework conducive to more for their dedication, diligence and hard work.
Seven meetings of the Board of Directors were held.
environmentally friendly practices and proper waste
Attendance by each director was as follow: For and on behalf of the Board
Seven meetings of the HR&R Committee were held. management practices have been adopted for solid and
Attendance by each director was as follow: liquid waste, air emission, soil pollution and noise.
No. of
Name of
Meeting(s)
Directors Company’s objective towards corporate social
Attended No. of
Name of Directors Meeting(s) responsibility is to prioritize social good alongside the
Mr. Sarfaraz - Re-Elected on November 5 Waqar Ahmed Malik Usman Zaheer Ahmad
Attended traditional corporate goal of generating profits.
Ahmed Rehman 26, 2021
Chairman Chief Executive Officer
Mr. Arif ur - Re-Elected on November 7 Mr. Ali Asrar Hossain Aga 7
Directors are under fiduciary responsibility to operate
Rehman 26, 2021 Dr. Nadeem Inayat 1
business under a system of governance and controls, Dated: January 26, 2023
Dr. Nadeem - Re-Elected on November 4 Mr. Imran Husain 6 which reinforces stakeholders trust and confidence in the
Inayat 26, 2021
Mr. Arif ur Rehman 7 Company.
Syed Bakhtiyar - Re-Elected on November 7
Kazmi 26, 2021 Ms. Samia Iram 0
The remuneration to the Non-executive Directors
Mr. Ali Asrar - Re-Elected on November 7
(including independent Directors) is paid according to the
Hossain Aga 26, 2021 Five meetings of the Operation and Business Committee
remuneration policy approved by the Board.
Mr. Basharat - Re-Elected on November 7 were held.
Ahmad Bhatti 26, 2021 Attendance by each director was as follow:
Mr. Imran Husain - Re-Elected on November 7
26, 2021 No. of Meeting(s)
Name of Directors
Mr. Javed - Re-Elected on November 7 Attended
Kureishi 26, 2021 Mr. Ali Asrar Hossain Aga 5
Ms. Samia Iram - Resigned w.e.f September 1
Dr. Nadeem Inayat 1
05, 2022
Ms. Tania Shahid - Appointed on September 3 Mr. Imran Husain 5
Aidrus 05, 2022 Mr. Sarfaraz Ahmed Rehman 4
32
STATEMENT OF COMPLIANCE
with Listed Companies (Code of Corporate Governance) Regulations, 2019
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34 TOMORROW Annual Report 2022 35
FINANCIAL
PERFORMANCE
Annual Annual
2022 2021 2020 2019 2018 2017 2022 2021 2020 2019 2018 2017
Production Statement of affairs
Liquid Production - litres 59,041,145 57,077,538 61,144,281 60,873,948 90,295,898 86,699,115 Share capital Rs. (000) 15,840,882 15,840,882 8,032,936 5,284,072 5,284,072 5,284,072
Non - Liquid Products - Kgs 2,791,413 2,830,496 1,940,207 1,651,307 1,778,587 725,221 Reserves Rs. (000) (13,925,332) (14,541,006) (13,265,668) (10,271,276) (4,565,974) (1,797,650)
Financial Performance - Profitability Revaluation surplus Rs. (000) 2,131,899 2,225,644 1,243,724 1,309,418 1,424,378 1,458,968
Share holder’s fund / Equity Rs. (000) 4,047,449 3,525,519 (3,989,009) (3,677,786) 2,142,476 4,945,390
Gross profit margin % 7.86 10.75 0.84 (11.82) (3.84) 2.79 Long term borrowings Rs. (000) 5,536,164 6,117,338 6,304,524 2,963,889 4,480,940 4,553,055
EBITDA margin to sales % (2.58) (0.23) (5.81) (32.70) (24.08) (29.67) Capital employed Rs. (000) 9,614,409 9,718,112 2,392,685 (637,262) 6,709,583 8,039,476
Pre tax margin % (16.27) (17.89) (41.28) (74.03) (43.30) (43.08) Deferred liabilities/(assets) Rs. (000) - - - - (1,571,537) (1,061,248)
Net profit margin % (17.56) (14.59) (41.48) (100.77) (37.25) (32.68) Property, plant & equipment Rs. (000) 8,138,696 8,521,212 7,550,093 8,106,036 7,953,144 6,822,274
Return on equity % 53.58 21.79 (111.40) (244.43) (79.88) (35.73) Long term assets Rs. (000) 8,154,165 8,529,390 7,577,052 8,152,036 9,584,783 7,901,844
Return on capital employed % 22.55 12.89 127.81 (908.41) (42.47) (28.46) Net current assets / Working capital Rs. (000) 1,460,244 1,188,722 (5,184,367) (8,789,298) (2,875,200) 1,652,214
Liquid funds - net Rs. (000) 1,145,482 1,873,907 888,888 114,134 98,221 1,195,302
Operating Performance / Liquidity
Total assets turnover Times 1 0.61 0.56 0.47 0.56 0.59 Financial Performance
Fixed assets turnover Times 2 1.01 0.96 0.71 0.96 1.03 Sales - net Rs. (000) 12,350,702 8,586,396 7,373,162 5,744,872 7,649,287 7,000,955
Trade Debtors Rs. (000) 557,499 566,068 350,850 181,171 124,573 129,705 Gross profit Rs. (000) 970,668 922,734 62,262 (678,827) (293,641) 195,125
Debtors turnover Times 22 19 28 38 60 67 Operating Loss Rs. (000) (815,763) (457,148) (1,147,313) (2,434,379) (2,555,185) (2,570,226)
Debtors turnover Days 17 19 13 10 6 5 Loss before tax Rs. (000) (2,009,458) (1,536,489) (3,043,795) (4,253,029) (3,312,388) (3,016,286)
Inventory Rs. (000) 1,239,692 707,587 543,983 1,443,223 1,380,401 1,021,156 Loss after tax Rs. (000) (2,168,511) (1,252,942) (3,058,112) (5,788,937) (2,849,239) (2,288,262)
Inventory turnover Times 12 12 7 5 7 8 EBITDA Rs. (000) (318,248) (19,931) (428,346) (1,878,474) (1,841,925) (2,077,150)
Inventory turnover Days 31 30 50 80 55 46
Purchases Rs. (000) 9,889,644 6,577,469 5,866,287 5,053,129 6,437,178 5,403,562 Summary of Cash Flows
Accounts Payables Rs. (000) 1,241,569 737,489 443,910 777,093 898,415 438,319 Net cash flow from operating activities Rs. (000) (969,895) (381,082) (321,559) (1,960,936) (2,539,892) (3,597,667)
Creditors turnover Times 10 11 10 6 10 7 Net cash flow from investing activities Rs. (000) 20,163 105,945 (67,252) (739,335) (1,456,341) (1,050,585)
Creditors turnover Days 37 33 38 61 38 49 Net cash flow from financing activities Rs. (000) 220,591 1,201,499 4,659,344 2,215,323 (292,430) 6,159,323
Operating cycle Days 11 17 25 29 23 2 Changes in cash & cash equivalents Rs. (000) (729,141) 926,361 4,270,533 (484,949) (4,288,663) 1,511,072
Return on assets % (15.25) (8.85) (26.06) (47.63) (21.02) (19.22) Cash & cash equivalents - Year end Rs. (000) (560,059) 169,083 (757,279) (5,027,812) (4,542,863) (254,200)
Current ratio 1.32 1.27 0.44 0.31 0.58 1.70
Quick / Acid test ratio 1.01 1.07 0.37 0.18 0.36 1.22
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36 TOMORROW Annual Report 2022 37
FINANCIAL PERFORMANCE
Sales - Net GROSS PROFIT/(LOSS) & RATIO TO SALES Loss After Tax Ordinary Share Capital & Loss Per Share
0.0%
1,200 15.00% 0 1,800,000 0.00
14,000
-14.59 -0.79
971 -1.37
12,531 10.75%
1,600,000
950 -1000
-20.0%
10.00% -17.56 -2.00
1,584,080
1,584,080
12,000
-32.68 -1,253
923 -37.25 1,400,000
700 -41.48
-2000
7.86% -40.0%
10,000 5.00% -2,169 -3.92
1200,000 -4.00
In million of Rupees
In million of Rupees
In million of Rupees
In million of Rupees
-3000 -5.39
7,649 -2,849
8,000 -3.058 1,000,000
7,373 195 0.84% -60.0%
7,001 200 0.00% -6.00
-4000 803,294
62 800,000
5,745 -3.84%
6,000
-50 -80.0%
-5.00% -100.76 600,000 528,407 -8.00
-5000 528,407 528,407
4,000 -300
-294 400,000
-11.82% -100.0% -9.22
-10.00% -6000 -5.789 -10.00
2,000 -550 200,000
-10.74
Distribution Expenses Ratio to Sales OPERATING LOSS & RATIO TO SALES Paid-up Share Capital Shareholders' Equity and Total Debts
2,500 40.00% 0.00% 20,000,000
0 1,800,000
2,335 -4,57 -6.60
14,501,512
1,584,088 1,584,088
14,031,442
9,875,655
35.00%
-5.32 1,600,000 15,000,000
-10.00%
2,000 33.35 -1,147 -815
7,921,948
-1000
1,400,000
7,188,135
30.00%
1,796 -15.56
10,000,000
6,041,139
Distribution Expense Ratio
-20.00%
In million of Rupees
25.00%
In million of Rupees
In million of Rupees
22.80
1,500
4,047,449
-2000
3,486,422
3,525,519
1,338 5,000,000
23.48 1,310 1,000,000
-2,555
2,142,476
20.00% -30.00%
-2,434
-2,570 803,294
1,019 -33.41 800,000 3,000,000
1,000
15.00% -3000
854 -36.71
-40.00%
10.84 600,000 528,407 528,407 528,407
11.87 -42-37 0
11.58 10.00%
-3,677,786
-3,989,009
500 400,000
-4000
-50.00%
5.00% -2,000,000
200,000
0 0.00%
-5000 -60.00% -5,000,000
0
Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22
Financial Expenses & Ratio to Sales Loss Before Tax & Ratio to Sales Total Assets & Turnover Application of Revenue
60.00%
2,000 40.00% 0 0.00% 15000000 1.0
14,164,744 14,216,281
13,556,178 53.62%
1,800 1,752 0.9
1,698 35.00% -10.00%
50.00%
-17.89 -16.27
11,907,266 12,152,806
1,600 29.56
-1000 12000000 11,733,186 0.8
30.00% -20.00% 0.87
1,400 0.7 40.00%
25.00%
In million of Rupees
In million of Rupees
-30.00%
In million of Rupees
1,200 1,155 -2000 9000000 0.6
-2,009
% of Sales
0.59 0.61
-41.28 0.56
-43.08 -43.30 30.00%
1,000 20.00% -40.00% 0.5
0.47
800 -3000 6000000 0.4
15.00% -50.00%
675 -3,016 -3,044 20.00%
10.20 -3,312
600 13.45 0.3
13.71%
10.00% -60.00%
398
400 8.82 -4000 -4,253 3000000 0.2 10.00% 8.82% 8.65% 9.19%
5.00% -70.00%
200 5.69
0.1 3.08%
-74.03 1.39% 0.59% 0.92%
0.03%
0.00%
0 0.00% -5000 -80.00% 0 0.0
ts
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Is
es
s
ia
ia
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io
Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22 Dec-17 Dec-18 Dec-19 Dec-20 Dec-21 Dec-22
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Year Ended Year Ended Year Ended
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38 TOMORROW Annual Report 2022 39
PRODUCT
PORTFOLIO
NURPUR UHT MILK
NURPUR UHT Milk is produced from freshly collected
high quality full-cream milk. It is ultra-high temperature
treated and packed in both Tetra Pak and Ecolean Packs
NURPUR NURPUR Salted Butter
is produced from fresh
SALTED
dairy cream with great
taste due to high-quality
NURPUR butter churn. It
BUTTER
is hygienically packed
for better protection and
convenience
NURPUR
UNSALTED
BUTTER
Nurpur unsalted butter is produced from
fresh dairy cream with great taste due
to high-quality NURPUR butter churn. It is
hygienically packed in butter paper and foil
for better protection and convenience
NURPUR
SLIGHTLY
SALTED
BUTTER
With emphasis on quality and customer service, FFL Food Services Business plays a pivotal role in the food supply
chain, ensuring the prompt delivery of quality food products that satisfy the nutritional needs of our customers while
enriching their lives with unique culinary tastes.
UHT Milk
JAMS
& CHOCOLATE FLAVOURED
Marmalade Dip Milk
BUTTER
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58 TOMORROW Annual Report 2022 59
FINANCIAL
STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2022
INDEPENDENT AUDITOR’S REVIEW REPORT INDEPENDENT AUDITOR’S REPORT
To the Members of Fauji Foods Limited To the Members of Fauji Foods Limited
Review Report on the Statement of Compliance Contained in Listed Report on the Audit of the Financial Statements
Companies (Code of Corporate Governance) Regulations, 2019
Opinion
We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance)
Regulations, 2019 (the Regulations) prepared by the Board of Directors of Fauji Foods Limited (the Company) for the year We have audited the annexed financial statements of Fauji Foods Limited (the Company), which comprise the statement
of financial position as at 31 December 2022, the statement of profit or loss, the statement of comprehensive income, the
ended 31 December 2022 in accordance with the requirements of regulation 36 of the Regulations.
statement of changes in equity, the statement of cash flows for the year then ended, and notes to the financial statements,
including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the
The responsibility for compliance with the Regulations is that of the Board of Directors of the Company. Our responsibility ‘financial statements’) and we state that we have obtained all the information and explanations which, to the best of our
is to review whether the Statement of Compliance reflects the status of the Company’s compliance with the provisions of knowledge and belief, were necessary for the purposes of the audit.
the Regulations and report if it does not and to highlight any non-compliance with the requirements of the Regulations.
A review is limited primarily to inquiries of the Company’s personnel and review of various documents prepared by the In our opinion and to the best of our information and according to the explanations given to us, the statement of financial
position, statement of profit or loss, statement of comprehensive income, the statement of changes in equity and the
Company to comply with the Regulations.
statement of cash flows together with the notes forming part thereof conform with the accounting and reporting standards
as applicable in Pakistan and give the information required by the Companies Act, 2017 (XIX of 2017), in the manner so
As a part of our audit of the financial statements we are required to obtain an understanding of the accounting and internal required and respectively give a true and fair view of the state of the Company’s affairs as at 31 December 2022 and of
control systems sufficient to plan the audit and develop an effective audit approach. We are not required to consider the loss and other comprehensive loss, the changes in equity and its cash flows for the year then ended.
whether the Board of Directors’ statement on internal control covers all risks and controls or to form an opinion on the
effectiveness of such internal controls, the Company’s corporate governance procedures and risks. Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Pakistan. Our
The Regulations require the Company to place before the Audit Committee, and upon recommendation of the Audit responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with the International Ethics
Committee, place before the Board of Directors for their review and approval, its related party transactions. We are only
Standards Board for Accountants’ Code of Ethics for Professional Accountants as adopted by the Institute of Chartered
required and have ensured compliance of this requirement to the extent of the approval of the related party transactions Accountants of Pakistan (the Code) and we have fulfilled our other ethical responsibilities in accordance with the Code.
by the Board of Directors upon recommendation of the Audit Committee. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance Key Audit Matter
does not appropriately reflect the Company’s compliance, in all material respects, with the requirements contained in the Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Regulations as applicable to the Company for the year ended 31 December 2022. financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters How the matter was addressed in our audit
Chartered Accountants
1. Going concern
Place: Lahore
The Company has suffered a loss of Rs. 2,169 million, for We performed following keyaudit procedures,
Date: 24th February 2023
the year ended 31 December 2022 (2021: Rs. 1,253 among other procedures, in this respect:
UDIN: CR202210079rJLH6hie4
million) and its accumulated loss as at the reporting date - Reviewed the business plan of the Company
amounts to Rs. 18,469 million (2021: Rs. 16,396 million). approved by the Board of Directors along with
In order to support the operations of the Company, the testing the appropriateness of underlying
parent company along with the ultimate parent and other assumptions and bases for projected financial
group companies have approved injection of additional information
equity amounting to Rs. 11,709 million into the Company,
as mentioned in Note 1.2 to the accompanying financial - Performed variance analysis of actual financial
statements. performance and budget
The assessment of the entity’s ability to continue as a going - Checked the planned equity injections in the business
concern is critical to the preparation of financial statements plan of the Company
as it is significant to the decision making of users of the - Assessed the financial capability of the prospective
entity’s financial statements. shareholders who have planned to inject further
equity into the Company to ascertain the feasibility of
their plan to inject equity
- Assessed the parent company’s commitment to
support the Company based on the conversion of
loan and related accrued mark-up into equity and its
letter of support given to the Company
62 63
INDEPENDENT AUDITOR’S REPORT
To the Members of Fauji Foods Limited
Report on the Audit of the Financial Statements
Key audit matters How the matter was addressed in our audit conditions that may cast significant doubt on the of cash flows together with the notes thereon have
Company’s ability to continue as a going concern. been drawn up in conformity with the Companies
In view of the substantial operating and accumulated - Assessed the adequacy of disclosures made in
If we conclude that a material uncertainty exists, we Act, 2017 (XIX of 2017) and are in agreement with the
losses and significance of assessment of the Company’s the financial statements in accordance with the
are required to draw attention in our auditors’ report books of account and returns;
ability to continue as a going concern to the financial requirements of the applicable accounting and
to the related disclosures in the financial statements
statements as a whole, it was considered a key audit reporting standards. c) investments made, expenditure incurred and
or, if such disclosures are inadequate, to modify our
matter. guarantees extended during the year were for the
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ purpose of the Company’s business; and
report. However, future events or conditions may
Information Other than the Financial Statements and Auditors’ Responsibilities for the Audit of the
cause the Company to cease to continue as a going d) no zakat was deductible at source under the Zakat
Auditors’ Report Thereon Financial Statements
concern. and Ushr Ordinance, 1980 (XVIII of 1980) .
Management is responsible for the other information. Our objectives are to obtain reasonable assurance about
The other information comprises the information included whether the financial statements as a whole are free from ï Evaluate the overall presentation, structure and The engagement partner on the audit resulting in this
in the Annual Report, but does not include the financial material misstatement, whether due to fraud or error, and content of the financial statements, including the independent auditors’ report is Ahsan Shahzad.
statements and our auditors’ report thereon. to issue an auditors’ report that includes our opinion. disclosures, and whether the financial statements
Reasonable assurance is a high level of assurance, but represent the underlying transactions and events in a
Our opinion on the financial statements does not cover is not a guarantee that an audit conducted in accordance manner that achieves fair presentation.
the other information and we do not express any form of with ISAs as applicable in Pakistan will always detect a
assurance conclusion thereon. material misstatement when it exists. Misstatements can We communicate with the board of directors regarding,
arise from fraud or error and are considered material if, among other matters, the planned scope and timing of EY Ford Rhodes
In connection with our audit of the financial statements, our individually or in the aggregate, they could reasonably be the audit and significant audit findings, including any Chartered Accountants Lahore:
responsibility is to read the other information and, in doing expected to influence the economic decisions of users significant deficiencies in internal control that we identify Date: 24th February 2023
so, consider whether the other information is materially taken on the basis of these financial statements. during our audit. UDIN: AR202210079dY1KUyAf8
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially As part of an audit in accordance with ISAs as applicable in We also provide the board of directors with a statement
misstated. If, based on the work we have performed, we Pakistan, we exercise professional judgment and maintain that we have complied with relevant ethical requirements
conclude that there is a material misstatement of this other professional skepticism throughout the audit. We also: regarding independence, and to communicate with them
information, we are required to report that fact. We have all relationships and other matters that may reasonably
nothing to report in this regard. ï Identify and assess the risks of material misstatement be thought to bear on our independence, and where
of the financial statements, whether due to fraud applicable, related safeguards.
Responsibilities of Management and Board of or error, design and perform audit procedures
Directors for the Financial Statements responsive to those risks, and obtain audit evidence From the matters communicated with the board of
Management is responsible for the preparation and that is sufficient and appropriate to provide a basis directors, we determine those matters that were of most
fair presentation of the financial statements in accordance for our opinion. The risk of not detecting a material significance in the audit of the financial statements of the
with the accounting and reporting standards as applicable misstatement resulting from fraud is higher than for current period and are therefore the key audit matters. We
in Pakistan and the requirements of Companies Act, 2017 one resulting from error, as fraud may involve collusion, describe these matters in our auditors’ report unless law
(XIX of 2017) and for such internal control as management forgery, intentional omissions, misrepresentations, or or regulation precludes public disclosure about the matter
determines is necessary to enable the preparation the override of internal control. or when, in extremely rare circumstances, we determine
of financial statements that are free from material that a matter should not be communicated in our report
misstatement, whether due to fraud or error. ï Obtain an understanding of internal control relevant because the adverse consequences of doing so would
to the audit in order to design audit procedures that reasonably be expected to outweigh the public interest
In preparing the financial statements, management are appropriate in the circumstances, but not for the benefits of such communication.
is responsible for assessing the Company’s ability to purpose of expressing an opinion on the effectiveness
continue as a going concern, disclosing, as applicable, of the Company’s internal control. Report on Other Legal and Regulatory Requirements
matters related to going concern and using the going Based on our audit, we further report that in our opinion:
concern basis of accounting unless management either ï Evaluate the appropriateness of accounting policies
intends to liquidate the Company or to cease operations, used and the reasonableness of accounting estimates
a) proper books of account have been kept by the
or has no realistic alternative but to do so. and related disclosures made by management.
Company as required by the Companies Act, 2017
(XIX of 2017) ;
Board of directors are responsible for overseeing the ï Conclude on the appropriateness of management’s
Company’s financial reporting process. use of the going concern basis of accounting and,
b) the statement of financial position, the statement of
based on the audit evidence obtained, whether
profit or loss, the statement of comprehensive income,
a material uncertainty exists related to events or
the statement of changes in equity and the statement
64 65
STATEMENT OF FINANCIAL POSITION
As at December 31, 2022
The annexed notes from 1 to 46 form an integral part of these financial statements.
66 67
STATEMENT OF PROFIT OR LOSS STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2022 For the year ended 31 December 2022
Revenue from contracts with customers - net 26 12,350,702,418 8,586,396,344 Loss for the year (2,168,510,518) (1,252,942,258)
Cost of revenue 27 (11,380,034,184) (7,663,661,981)
Gross profit 970,668,234 922,734,363 Other comprehensive income
Marketing and distribution expenses 28 (1,338,285,748) (1,019,059,263) Other comprehensive income that may be reclassified
Administrative expenses 29 (448,145,750) (360,822,937) to profit or loss in subsequent periods (net of tax) – –
Loss from operations (815,763,264) (457,147,837)
Other comprehensive income that will not be reclassified
Other income 30 199,400,052 76,233,076 to profit or loss in subsequent periods (net of tax):
Other expenses 31 (133,328,146) (523,991)
Finance cost 32 (1,259,766,520) (1,155,050,524) Remeasurement gain on defined benefit plans 1,040,235 9,331,092
Loss before taxation (2,009,457,878) (1,536,489,276)
Revaluation surplus during the year – 1,423,600,647
Income tax expense 33 (159,052,640) 283,547,018 Deferred tax on revaluation surplus during the year – (405,588,641)
– 1,018,012,006
Loss for the year (2,168,510,518) (1,252,942,258) Total comprehensive loss for the year (2,167,470,283) (225,599,160)
Loss per share - basic and diluted 34 (1.37) (0.79) The annexed notes from 1 to 46 form an integral part of these financial statements.
The annexed notes from 1 to 46 form an integral part of these financial statements.
Chairman Chief Executive Officer Director Chief Financial Officer Chairman Chief Executive Officer Director Chief Financial Officer
68 69
STATEMENT OF CHANGES IN EQUITY STATEMENT OF CASH FLOWS
For the year ended 31 December 2022 For the year ended 31 December 2022
Chairman Chief Executive Officer Director Chief Financial Officer Chairman Chief Executive Officer Director Chief Financial Officer
70 71
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
1 THE COMPANY AND ITS ACTIVITIES – International Financial Reporting Standards (IFRS Standards) issued by the International
1.1 Corporate and general information Accounting Standards Board (IASB) as notified under the Companies Act, 2017; and
Fauji Foods Limited (the Company) was incorporated in Pakistan on 26 September 1966 as a Public – Provisions of and directives issued under the Companies Act, 2017
Company under the Companies Act, 2017. The shares of the Company are listed on Pakistan Stock
Exchange. The Company is a subsidiary of Fauji Fertilizer Bin Qasim Limited (the Parent Company). The Where provisions of and directives issued under the Companies Act, 2017 differ from the IFRS Standards,
Company is principally engaged in processing and sale of toned milk, milk powder, fruit juices, allied dairy the provisions of and directives issued under the Companies Act, 2017 have been followed.
and food products. Following are the business units of the Company along with their respective locations:
2.2 Basis of measurement
Business Unit Location
These financial statements have been prepared under the historical cost convention except for the
Production Plant Bhalwal, District Sargodha measurement of certain items of property, plant and equipment as referred to in note 17 which are carried
Registered Office and Head Office 42 CCA, Ex Park View, DHA Phase-VIII, Lahore at revalued amounts, while recognition of lease liability and employee retirement benefits as referred to in
note 9 and 10 are carried at present value respectively.
1.2 During the year ended 31 December 2022, the Company has incurred a loss after tax of Rs. 2,168.51
million (2021: Rs. 1,252.94 million), resulting in accumulated losses of Rs. 18,469.23 million (31 December 2.3 Functional and presentation currency
2021: Rs. 16,395.50 million) as of that date. Accordingly, the Company’s operations are being financed
via further sponsor support / equity injection and high level of external debt. As of 31 December 2022, These financial statements are presented in Pakistan Rupees which is the Company’s functional currency
the Company’s total debt amounts to Rs. 7,693.69 million (31 December 2021: Rs. 7,972.41 million). The and all financial information presented has been rounded off to the nearest rupees, except otherwise stated.
Parent Company has committed the necessary continued financial support to the Company, including (but
not limited to) equity injections and providing working capital as and when required. Further, following are 2.4 Significant Estimates and Judgements
the key measures which have been taken by the Parent Company and the Sponsors of the Parent Company The preparation of financial statements in conformity with the accounting and reporting standards as
to support the Company: applicable in Pakistan requires management to make judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures,
1. Existing and potential shareholders of the Company, all entities under common control with the Company, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result
have also approved equity injection, through other than right issue, into the Company amounting to Rs. in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in
11,708.75 million, out of which Rs. 11,000 million will be in cash. The Ultimate Parent Company has already future periods.
injected Rs. 2,000 million. The aforesaid amount of equity shall be used to settle the borrowings of the
Company and for working capital support and capital expenditure of the Company. Estimates and assumptions
The assumptions concerning the future and other key sources of estimation uncertainty at the reporting
2. Interest accrued on loan to the Parent Company, is being converted into the share capital and approval date, that have a significant risk of causing a material adjustments to the carrying amounts of assets and
of shareholders of the Parent Company have been obtained and corporate compliances are in process. liabilities within the next financial year are described below. The Company based it’s assumptions and
estimates on the parameters under which these financial statements were prepared. Existing circumstances
3. Company’s Sponsors have also provided security, on behalf of the Company, in respect of the Company’s and assumptions about the future development may change due to market changes or circumstances
syndicate loan facility (amounting to Rs. 5,988.15 million, refer to note 8 in the form of (a) a letter of credit arising that are beyond the control of the Company. Such changes are reflected in the assumptions when
amounting to Rs. 1,000 million from Askari Bank Limited, a related party, and (b) a revolving corporate they occur.
guarantee.
2.5 Useful lives and residual value of property, plant and equipment
In addition to the above, the Company has formulated a formal business plan and is undertaking margin
improvement initiatives and a differentiated marketing strategy to build efficiencies in the distribution The Company reviews the useful lives and residual value of property, plant and equipment on a regular
channels. basis. Any change in estimates in future years might affect the carrying amounts of the respective items of
property, plant and equipment with a corresponding effect on the depreciation charge.
Based upon the above, the management has concluded that there is no material uncertainty regarding
going concern of the Company and accordingly, these financial statements have been prepared on a going 2.6 Revaluation of property, plant and equipment
concern basis. Revaluation of property, plant and equipment is carried out by independent professional valuers. Revalued
amounts of non-depreciable items are determined by reference to local market values and that of
2 BASIS OF PREPARATION depreciable items are determined by reference to present depreciated replacement values.
2.1 Statement of compliance
2.7 Valuation of stock in trade
These financial statements have been prepared in accordance with the accounting and reporting standards
as applicable in Pakistan. The accounting and reporting standards applicable in Pakistan comprise of: The Company reviews the carrying amount of stock in trade, stores and spares on an annual basis, and as
appropriate, inventory is written down to its net realizable value, or a provision is made for obsolescence if
there is any change in the usage pattern and physical form of related inventory. Net realizable value signifies
the estimated selling price in the ordinary course of business, less the estimated costs of completion and
the estimated costs necessary to make the sale.
72 73
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
The Company takes into account the current income tax law and decisions taken by the taxation authorities. Provision for current tax is based on the taxable income for the year determined in accordance with the
Instances where the Company’s views differ from the views taken by the income tax department at the prevailing law for taxation of income. The charge for current tax is calculated using prevailing tax rates or tax
assessment stage and where the Company considers that its view on items of material nature is in rates expected to apply to the profit for the year if enacted, after taking into account tax credits, rebates and
accordance with law, the amounts are shown as contingent liabilities. exemptions, if any. The charge for current tax also includes adjustments, where considered necessary, to
provision for tax made in previous years arising from assessments framed during the year for such years.
2.11 Allowance for expected credit losses
The Company uses a provision matrix to calculate ECLs for trade receivables. The provision rates are Deferred
based on days past due for groupings of various customer segments that have similar loss patterns (i.e., Deferred tax is accounted for using the balance sheet method in respect of all temporary differences
by geography, product type, customer type and rating, and coverage by letters of credit and other forms of arising from differences between the carrying amount of assets and liabilities in the financial statements
credit insurance). and the corresponding tax bases used in the computation of the taxable profit. However, deferred tax
is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than
The provision matrix is initially based on the Company’s historical observed default rates. the Company a business combination that at the time of transaction neither affects accounting nor taxable profit or
will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For loss. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax
instance, if forecast economic conditions (i.e., gross domestic product) are expected to deteriorate over assets are recognized to the extent that it is probable that taxable profits will be available against which the
the next year which can lead to an increased number of defaults in the manufacturing sector, the historical deductible temporary differences, unused tax losses and tax credits can be utilized. The carrying amount
default rates are adjusted. At every reporting date, the historical observed default rates are updated and of all deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
changes in the forward-looking estimates are analysed. probable that sufficient taxable profits will be available to allow all or part of the deferred tax assets to be
utilized.
The assessment of the correlation between historical observed default rates, forecast economic conditions
and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of Deferred tax is calculated at the rates that are expected to apply to the period when the differences reverse
forecast economic conditions. the Company’s historical credit loss experience and forecast of economic based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
conditions may also not be representative of customer’s actual default in the future. Deferred tax is charged or credited in the statement of profit or loss, except in the case of items credited
or charged to other comprehensive income or equity in which case it is included in other comprehensive
2.12 Compensated absences income or equity.
Compensated absences is granted to all its permanent employees in accordance with the rules of the
Company. Calculations in respect of unutilized privileged leaves accumulated as on April 30, 2021 require 3.2 Leases
assumptions to be made of future outcomes, the principal ones being in respect of mortality rate, withdrawal At the inception of a contract, the Company assesses whether a contract is or contains lease. A contract
rate, increase in remuneration and the discount rate used to convert future cash flows to current values. is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of
Calculations are sensitive to changes in the underlying assumptions. time in exchange for consideration. To assess whether a contract conveys the right to control the use of an
identified asset, the Company uses the definition of a lease in IFRS 16.
74 75
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
The Company recognizes a right of use asset and a lease liability at the lease commencement date. The Company uses the actuarial valuations carried out using the projected unit credit method for valuation
The right of use asset is initially measured at cost which comprises the initial amount of the lease liability of its accumulated compensating absences. The latest valuation was carried out on 31 December 2021.
adjusted for any lease payments made at or before the commencement date plus any initial direct cost Provisions are made annually to cover the obligation for accumulating compensated absences based
incurred less any lease incentive received. The right of use assets except for plant and machinery is on actuarial valuation and are charged to the statement of profit or loss. The amount recognized in the
subsequently measured at cost less accumulated depreciation and impairment losses, and adjusted for statement of financial position represents the present value of the defined benefit obligations. Actuarial
certain re-measurements of the lease liability, if any. Right of use assets in respect of plant and machinery gains and losses are charged to the statement of profit or loss immediately in the period when these occur.
are stated at revalued amount carried out by independent valuers by reference to current market price
less accumulated depreciation and any identified impairment loss. The right of use assets are depreciated 3.3.3 Defined benefit plan
using the straight line method from the commencement date to the end of the lease term, unless the lease The Company operates an funded defined benefit gratuity plan for all permanent employees, having
transfers ownership of the underlying asset to the Company by the end of the lease term or cost of the right a service period of more than three years for retired army officers and more than five years for other
of use asset reflects that the Company will exercise a purchase option. In that case the right of use asset employees. The Company recognizes expense in accordance with IAS 19 “Employee Benefits”.
will be depreciated over the useful life of the underlying asset, which is determined on the same basis as
those of property, plant and equipment. Right of use asset is disclosed in the property, plant and equipment The Company’s net obligation in respect of defined benefit plans is calculated by estimating the amount
as referred to in 17.1 of the financial statements. of future benefit that employees have earned in the current and prior periods and discounting that amount.
The calculation of defined benefit obligations is performed by a qualified actuary using the projected unit
The lease liability is initially measured at the present value of the lease payments that are not paid at the credit method. The latest valuation was carried out on 31 December 2022.
commencement date, discounted using the interest rate implicit in the lease or if that rate cannot be readily
determined, the Company’s incremental borrowing rate. The Company has used it incremental borrowing Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, are
rate as the discount rate for leases where rate is not readily available. The lease liability is subsequently recognized immediately in other comprehensive income. The Company determines the net interest expense
increased by the interest cost on the lease liability and decreased by lease payment made. on the net defined benefit liability for the period by applying the discount rate used to measure the defined
benefit obligation at the beginning of the annual period to the then net defined benefit liability, taking into
The lease liability is measured at amortized cost using the effective interest method. It is re-measured when account any changes in the net defined benefit liability during the period as a result of contributions and
there is a change in future lease payments arising from a change in rate or a change in the terms of the benefit payments. Net interest expense and other expenses related to defined benefit plan are recognized
lease arrangement, if there is change in the Company’s estimate of the amount expected to be payable in the statement of profit or loss. Past service costs are immediately recognized in statement of profit or
under a residual value guarantee, if the Company changes its assessment of whether it will exercise a loss.
purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When
the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of 3.4 Trade and other payables
the right of use asset, or is recorded in statement of profit or loss if the carrying amount of the right of use
asset has been reduced to zero. Refer note 9 to these financial statements for disclosure of lease liability. Trade and other payables are obligations to pay for goods and services that have been acquired in the
ordinary course of business from suppliers. Account balances are classified as current liabilities if payment
Short term leases and leases of low value assets is due within one year or less (or in the normal operating cycles of business if longer). If not, they are
classified as non-current liabilities.
The Company has elected not to recognize right of use assets and liabilities for some leases of low value
assets (milk collection centers/sales offices). The Company recognizes the lease payments associated Trade and other payables are recognized initially at fair value and subsequently measured at amortized
with these leases as an expense on a straight line basis over the lease term. cost using the effective interest method. Exchange gains and losses arising on translation in respect of
liabilities in foreign currency are added to the carrying amount of the respective liabilities.
3.3 Employees’ retirement benefits
3.3.1 Defined contribution plan 3.5 Provisions
Provident fund Provisions are recognized when the Company has a present legal or constructive obligation as a result of
The Company is operating an approved provident fund scheme for all its employees since 01 May 1986. past events, it is probable, will result in an outflow of resources embodying economic benefits, to settle the
Equal monthly contributions are made by the employer and the employee to the fund in accordance with obligation and a reliable estimate of the amount can be made. Provisions are reviewed at each reporting
the fund rules at the rate of 10% of basic salary. date and adjusted to reflect the current best estimate.
The Company provides for compensated absences for all eligible employees in accordance with the rules A contingent liability is disclosed when:
of the Company. The Company accounts for these benefits in the year in which the absences are earned.
Retired army officers and other employees are entitled to earned leaves of 30 days and 20 days per annum – there is a possible obligation that arises from past events and whose existence will be confirmed
respectively. The unutilized leaves are accumulated subject to a maximum of 120 days for ex-servicemen only by the occurrence or non-occurrence of one or more uncertain future events not wholly within
and 20 days for management & 28 days for non-management employees. The unutilized accumulated the control of the Company; or
leaves can be enchased at the time the employee leaves Company service. The accumulated leave balance
in excess of above mentioned limits is ignored while determining benefit obligations. – there is present obligation that arises from past events but it is not probable that an outflow of
resources embodying economic benefits will be required to settle the obligation or the amount of
the obligation cannot be measured with sufficient reliability.
76 77
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
3.7 Borrowings Depreciation on additions to property, plant and equipment is charged from the month in which an asset is
Loans and borrowings are classified as financial liabilities at amortized cost. Borrowings are recognized acquired or capitalized while no depreciation is charged for the month in which the asset is disposed-off.
initially at fair value, net of transaction costs incurred and are subsequently measured at amortized cost Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as
using the effective interest rate method. Borrowings are classified as current liabilities unless the Company appropriate, only when it is probable that future economic benefits associated with the item will flow to the
has an unconditional / contractual right to defer settlement of the liability for at least twelve months after the Company and the cost of the item can be measured reliably. All other repairs and maintenance are charged
reporting date. to statement of profit or loss during the year in which these are incurred.
Finance cost are accounted for on an accrual basis and are included in accrued finance cost to the extent The gain or loss on disposal or retirement of an asset represented by the difference between the sale
of the remaining amount unpaid. proceeds and the carrying amount of the asset is recognized as an income or expense.
3.8 Borrowing costs The Company assesses at each reporting date whether there is any indication that property, plant and
equipment may be impaired. If such indication exists, the carrying amount of such assets are reviewed to
General and specific borrowing costs directly attributable to the acquisition, construction or production of assess whether they are recorded in excess of their recoverable amount. Where carrying values exceed
qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their the respective recoverable amount, assets are written down to their recoverable amounts and the resulting
intended use or sale, are added to the cost of those assets, until such time as the assets are substantially impairment is recognized in statement of profit or loss. The recoverable amount is the higher of an asset’s
ready for their intended use or sale. All other borrowing costs are recognized in statement of profit or loss fair value less cost to sell and value in use. Where an impairment loss is recognized, the depreciation
in the period in which they are incurred. charge is adjusted in the future periods to allocate the asset’s revised carrying amount over its estimated
useful life.
3.9 Property, plant and equipment
Property, plant and equipment except for freehold land, buildings on freehold land, plant and machinery, Capital work-in-progress
electric and gas installations, milk churns and other work equipment are stated at cost less accumulated Capital work-in-progress is stated at cost less identified impairment loss, if any. It consists of all expenditures
depreciation and identified impairment loss. Freehold land is stated at revalued amount carried out by and advances connected with specific assets incurred and made during installations and construction
independent valuers by reference to its current market price less any identified impairment loss. Buildings period. These are transferred to relevant property, plant and equipment as and when assets are available
on freehold land, plant and machinery, electric and gas installations, milk churns and other work equipment for use.
are stated at revalued amount carried out by independent valuers by reference to current market price
less accumulated depreciation and any identified impairment loss. Cost in relation to property, plant and 3.10 Intangible assets
equipment comprises acquisition and other directly attributable costs.
Expenditure incurred on intangible asset is capitalized and stated at cost less accumulated amortization
Surplus on revaluation is booked by restating gross carrying amounts of respective assets being revalued, and any identified impairment loss. Intangible assets with finite useful life are amortized using the straight-
proportionately to the change in their carrying amounts due to revaluation. The accumulated depreciation line method over the estimated useful life of three years. Amortization of intangible assets is commenced
at the date of revaluation is also adjusted to equal difference between gross carrying amounts and the from the date an asset is capitalized.
carrying amounts of the assets after taking into account accumulated impairment losses.
3.11 Stores, spares and loose tools
Increase in the carrying amount arising on revaluation of property, plant and equipment is recognized in Usable stores, spares and loose tools are valued principally at moving average cost, while items considered
other comprehensive income and accumulated in equity under the heading of revaluation surplus. Each obsolete are impaired. Items in transit are stated at cost comprising invoice value plus other charges paid
year the difference between depreciation based on the revalued carrying amount of the asset charged to thereon up to the reporting date. The Company reviews the carrying amount of stores, spares and loose
the statement of profit or loss, and depreciation based on the asset’s original cost is transferred to retained tools on a regular basis and provision is made for obsolescence, if there is any change in usage pattern
earnings. Upon disposal, any revaluation reserve relating to the particular assets being sold is transferred and physical form of related stores.
to retained earnings. All transfers to / from surplus on revaluation of property, plant and equipment are net
of applicable deferred tax. 3.12 Stock-in-trade
Stock of raw and packing materials, work-in-process and finished goods, except for those in transit,
Depreciation on all property, plant and equipment, except freehold land, building and plant & machinery is are valued principally at the lower of average cost and net realizable value. Cost in relation to raw and
charged to statement of profit or loss on the reducing balance method so as to write-off the depreciable packing materials is measured at moving average cost. Work-in-process and finished goods are measured
amount of an asset over its remaining estimated useful life after taking into account the impact of their at weighted average cost and cost comprises direct materials, labour and appropriate proportion of
residual value, if considered significant. The assets’ residual values and useful lives are reviewed at each manufacturing overheads.
financial year-end and adjusted if impact on depreciation is significant.
Stock in transit is stated at invoice value plus other charges incurred thereon up to the reporting date.
Useful lives are determined by the management based on expected usage of assets, expected physical
wear and tear, technical and commercial obsolescence, legal and similar limits on the use of the assets and Net realizable value signifies the estimated selling price in the ordinary course of business less estimated
other similar factors. cost of completion and the estimated cost necessary to be incurred to make the sale.
78 79
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
A financial asset (unless it is a trade receivable without a significant financing component) or financial These assets are subsequently measured at fair value. Dividends are recognized as income in statement
liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly of profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other
attributable to its acquisition or issue. A trade receivable without a significant financing component is initially net gains and losses are recognized in OCI and these investments are never reclassified to statement of
measured at the transaction price. profit or loss. However, the Company has no such instrument at the reporting date.
3.13.2 Classification and subsequent measurement Fair value through statement of profit or loss (FVTPL)
Financial assets All financial assets not classified as measured at amortized cost or FVOCI as described above are measured
at FVTPL.
On initial recognition, a financial asset is classified as measured at amortized cost, fair value through other
comprehensive income (FVOCI), fair value through statement of profit or loss (FVTPL) and in case of an On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets
equity instrument it is classified as FVOCI or FVTPL. the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or
significantly reduces an accounting mismatch that would otherwise arise.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its
business model for managing financial assets in which case all affected financial assets are reclassified on These assets are subsequently measured at fair value. Net gains and losses, including any interest or
the first day of the first reporting period following the change in the business model. dividend income, are recognized in statement of profit or loss. The Company has no such investments at
the reporting date.
Amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not Financial assets – Business model assessment
designated as at FVTPL: For the purposes of the assessment, ‘principal’ is defined as the fair value of the financial asset on
initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk
– it is held within a business model whose objective is to hold assets to collect contractual cash associated with the principal amount outstanding during a particular period of time and for other basic
flows; and lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
– its contractual terms give rise on specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding. In assessing whether the contractual cash flows are solely payments of principal and interest, the Company
considers the contractual terms of the instrument. This includes assessing whether the financial asset
These assets are subsequently measured at amortized cost using the effective interest method. The contains a contractual term that could change the timing or amount of contractual cash flows such that it
amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and would not meet this condition. In making this assessment, the Company considers:
impairment are recognized in statement of profit or loss. Any gain or loss on derecognition is recognized in
statement of profit or loss. – contingent events that would change the amount or timing of cash flows;
– terms that may adjust the contractual coupon rate, including variable-rate features;
Financial assets measured at amortized cost comprise of cash and bank balances, deposits, trade debts
and other receivables. – prepayment and extension features; and
– terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse
Debt Instrument - FVOCI features).
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated
as at FVTPL: Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified
– it is held within a business model whose objective is achieved by both collecting contractual cash as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial
flows and selling financial assets; and recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any
– its contractual terms give rise on specified dates to cash flows that are solely payments of principal interest expense, are recognized in statement of profit or loss. Other financial liabilities are subsequently
and interest on the principal amount outstanding. measured at amortized cost using the effective interest method, while the interest expense and foreign
exchange gains and losses are recognized in statement of profit or loss. Any gain or loss on derecognition
These assets are subsequently measured at fair value. Interest income calculated using the effective is also recognized in statement of profit or loss.
interest method, foreign exchange gains and losses and impairment are recognized in statement of profit or
loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated The Company’s financial liabilities comprise trade and other payables, long term and short term borrowings,
in OCI are reclassified to statement of profit or loss. However, the Company has no such instrument at the loan from the Parent Company, accrued markup and unclaimed dividend.
reporting date.
80 81
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
3.13.3 Derecognition The Company assumes that the credit risk on a financial asset has increased significantly if it is more
Financial assets than past due for a reasonable period of time. Loss allowances for trade receivables and contract assets
are always measured at an amount equal to lifetime ECLs. Lifetime ECLs are the ECLs that result from
The Company derecognizes a financial asset when the contractual rights to the cash flows from the all possible default events over the expected life of a financial instrument. 12-month ECLs are the portion
financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which of ECLs that result from default events that are possible within the 12 months after the reporting date
substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period
Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not considered when estimating ECLs is the maximum contractual period over which the Company is exposed
retain control of the financial asset. to credit risk.
The Company might enter into transactions whereby it transfers assets recognized in its statement of Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying
financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. amount of the assets.
In these cases, the transferred assets are not derecognized.
The gross carrying amount of a financial asset is written off when the Company has no reasonable
Financial liabilities expectations of recovering of a financial asset in its entirety or a portion thereof. The Company individually
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, makes an assessment with respect to the timing and amount of write-off based on whether there is a
or expire. The Company also derecognizes a financial liability when its terms are modified and the cash reasonable expectation of recovery. The Company expects no significant recovery from the amount written
flows of the modified liability are substantially different, in which case a new financial liability based on the off. However, financial assets that are written off could still be subject to enforcement activities in order to
modified terms is recognized at fair value. On derecognition of a financial liability, the difference between comply with the Company’s procedures for recovery of amounts due.
the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or
liabilities assumed) is recognized in statement of profit or loss. Non - financial assets
The carrying amount of the Company’s non-financial assets, other than inventories and deferred tax assets
3.13.4 Offsetting of financial instruments are reviewed at each reporting date to determine whether there is any indication of impairment. If any such
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of an asset or
position only when the Company has a legally enforceable right to set off the recognized amounts and cash generating unit is the greater of its value in use and its fair value less cost to sell. In assessing value
intends to either settle on a net basis or realize the asset and settle the liability simultaneously. in use, the estimated future cash flows are discounted to their present values using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset or
3.13.5 Impairment cash generating unit.
Financial assets
An impairment loss is recognized if the carrying amount of the assets or its cash generating unit exceeds its
estimated recoverable amount. Impairment losses are recognized in statement of profit or loss. Impairment
The Company recognizes loss allowances for ECLs on: losses recognized in respect of cash generating units are allocated to reduce the carrying amounts of the
assets in a unit on a pro rata basis. Impairment losses recognized in prior periods are assessed at each
– financial assets measured at amortized cost; reporting date for any indications that the loss has decreased or no longer exists. An impairment loss
– debt investments measured at FVOCI; and is reversed if there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to that extent that the asset’s carrying amount after the reversal does not
– contract assets.
exceed the carrying amount that would have been determined, net of depreciation and amortization, if no
The Company measures loss allowances at an amount equal to lifetime ECLs, except for the impairment loss had been recognized.
following, which are measured at 12-month ECLs:
– debt securities that are determined to have low credit risk at the reporting date; and 3.14 Cash and cash equivalents
– other debt securities, bank balances and other receivables for which credit risk (i.e. the risk of Cash and cash equivalents are carried in the statement of financial position at cost. For the purpose of cash
default occurring over the expected life of the financial instrument) has not increased significantly flow statement, cash and cash equivalents comprise of cash in hand, balances at banks and outstanding
since initial recognition. balance of short term running finances.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 3.15 Foreign currency transactions and translation
months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 All monetary assets and liabilities in foreign currencies are translated into Pak Rupees using the exchange
months). rate at the reporting date. Exchange gains and losses resulting from the settlement of such transactions
and from the translations at the year end exchange rates of monetary assets and liabilities denominated in
When determining whether the credit risk of a financial asset has increased significantly since initial foreign currencies are taken to statement of profit or loss. Non-monetary assets and liabilities denominated
recognition and when estimating ECL, the Company considers reasonable and supportable information in foreign currency that are measured in terms of historical cost are translated using the exchange rates as
that is relevant and available without undue cost or effort. This includes both quantitative and qualitative at the dates of the initial transactions. Non-monetary assets and liabilities denominated in foreign currency
information and analysis, based on the Company’s historical experience and informed credit assessment that are measured at fair value are translated using the exchange rates at the date when the fair value was
and including forward-looking information. determined.
82 83
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
84 85
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
Further, the following new standards have been issued by the IASB, which are yet to be notified by the SECP Provisions, Contingent Liabilities and Contingent Assets - Amendments to specify
for the purpose of applicability in Pakistan: that when assessing whether a contract is onerous or loss-making, an entity needs to
include costs that relate directly to a contract to provide goods or services including
Effective date
(annual periods both incremental costs (e.g., the costs of direct labour and materials) and an allocation
Standard beginning on or after) of costs directly related to contract activities (e.g., depreciation of equipment used to
fulfil the contract and costs of contract management and supervision). General and
IFRS 1 First-time Adoption of International Financial Reporting Standards 01 January 2004
administrative costs do not relate directly to a contract and are excluded unless they
IFRS 17 Insurance Contracts 01 January 2023 IAS 37 are explicitly chargeable to the counterparty under the contract. The Company applied
the amendments to the contracts for which it had not fulfilled all of its obligations
The Company expects that the adoption of the above standards will have no material effect on the at the beginning of the reporting period. These amendments had no impact on the
Company’s financial statements, in the period of initial application. financial statements of the Company, as prior to the application of the amendments, the
Company had not identified any contracts as being onerous and the unavoidable costs
3.23 Changes in Accounting Policies and Disclosures Resulting From Amendments in Standards under the contracts, which were the costs of fulfilling them, comprised of incremental
During the year costs directly related to the contracts and an allocation of costs directly related to
The accounting policies adopted in the preparation of these financial statements are consistent with those contract activities.
of the previous financial year, except for following amendments to accounting standards which are effective
for annual periods beginning on or after January 01, 2022 (unless otherwise stated). The Company has not The adoption of the above amendments to accounting standards did not have any material effect on the
early adopted any other standard, interpretation or amendment that has been issued but is not yet effective: financial statement.
86 87
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
4.5 The holders of voting ordinary shares are entitled to receive dividends as declared (if any), and are entitled
to one vote per share at meetings of the Company.
88 89
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
2022 2021 8.5 The Company had availed a salary refinance facility under SBP circular number IH&SMEFD Circular No. 06
Rupees Rupees and 07 of 2020 dated 10 April 2020 from JS Bank Limited. As per the SBP circular and terms of the facility,
8LONG TERM LOANS - SECURED the facility is repaid in 8 equal quarterly installments starting from January 2021. The facility was priced
Long term loans at 3% and secured against a charge on current and fixed assets at a margin of 25%. During the year all
Syndicate Finance Facility 5,988,149,277 5,988,149,276 instalments under facility had been paid.
Salary Refinance Facility – 50,457,825
5,988,149,277 6,038,607,101 Note 2022 2021
Current maturity presented under current liabilities (505,555,554) (50,457,825) Rupees Rupees
5,482,593,723 5,988,149,276 9LEASE LIABILITIES
Leased vehicles - secured 9.1 – 1,010,561
8.1 A syndicate finance facility is jointly led by Faysal Bank Limited, National Bank of Pakistan, MCB Bank Leased machinery - unsecured 71,998,788 104,013,796
Limited and Allied Bank Limited and participated by Askari Bank Limited, Alfalah Bank Limited, Soneri Bank Leased building - unsecured 55,017,074 85,967,032
Limited, Dubai Islamic Bank Limited whereby the outstanding exposure of all the banks was restructured 127,015,862 190,991,389
into long term and short term exposure on prorata basis. The restructuring was done under the State Bank Current maturity presented under current liabilities 11 (73,445,731) (61,803,007)
of Pakistan’s circular No. BPRD Circular Letter No. 13 of 2020 dated 26 March 2020. 53,570,131 129,188,382
8.2 The bank wise exposure of participant and lead banks after restructuring is as follows: The Company has entered into lease agreements with different commercial banks for vehicles, with a supplier
Mark-up as Tenure and basis of for filling machines and with a landlord for building. The rentals under these agreements are repayable in 24
Note Bank Name Facility 2022 2021 per Agreement principal repayment to 60 monthly and quarterly instalments. The minimum lease payments have been discounted at an implicit
Rupees Rupees interest rate of 8.20% to 13.59% (2021: 8.20% to 13.59% ) per annum to arrive at their present value. At
Allied Bank
the end of the respective lease term, the assets other than building, shall be transferred in the name of the
8.2.1 Term Finance 568,026,750 568,026,750 Company. Taxes, repairs and insurance costs are to be borne by the Company. In case of early termination
Limited
of lease, the lessee shall pay entire amount of rentals for unexpired period of lease agreement.
National Bank of
8.2.2 Term Finance 941,976,909 941,976,909
Pakistan
2022 2021
MCB Bank Demand Up to From one to Up to From one to
8.2.3 1,084,158,027 1,084,158,027 Note Total Total
Limited Finance one year five year one year five year
The loan is repayable Rupees
Faysal Bank
8.2.4 Term Finance 1,733,459,001 1,733,459,001 in 7 years with a grace
Limited a) Leased vehicles - secured
period of 2.5 years.
Askari Bank 3 Months KIBOR plus Particulars
8.2.5 Term Finance 396,544,141 396,544,141 Repayment will be in
Limited 1.5% per annum, Minimum lease payments – – – 1,978,816 – 1,978,816
form of stepped up
Alfalah Bank payable quarterly. Less: Finance costs allocated
8.2.6 Term Finance 247,840,088 247,840,088 quarterly installment
Limited to future periods – – – (153,155) – (153,155)
starting from year 2023
Soneri Bank Demand – – – 1,825,661 – 1,825,661
8.2.7 495,680,176 495,680,176 and ending in year 2027
Limited Finance Less: Security deposits adjustable
on expiry of lease terms – – – (815,100) – (815,100)
JS Bank
8.2.8 Term Finance 247,840,088 247,840,088
limited
Present value of minimum
Dubai
lease payments 9.1 – – – 1,010,561 – 1,010,561
8.2.9 Islamic Bank Term Finance 272,624,097 272,624,097
Limited
b)
Leased machinery - unsecured
Particulars
8.3 The syndicate finance facility is secured by way of pari passu charge amounting to PKR 8,089 Million
Minimum lease payments 44,032,116 36,693,444 80,725,560 44,032,116 80,857,427 124,889,543
inclusive of 25% margin on fixed assets along with mortgage by constructive deposit of title deeds of
Less: Finance costs allocated
property / land measuring 120 kanals and building thereon situated in Mauza Purana Bhalwal, Tehsil
to future periods (6,951,580) (1,775,192) (8,726,772) (11,627,934) (9,247,813) (20,875,747)
Bhalwal, District Sargodha in favour of security agent (i.e. Faysal bank limited). The syndicate finance
37,080,536 34,918,252 71,998,788 32,404,182 71,609,614 104,013,796
facility is additionally secured through sponsor support in the form of Stand by letter of credit amounting to
PKR 1,000 Million from Askari bank limited and a revolving corporate guarantee.
c)
Leased building - unsecured
Particulars
8.4 All these facilities have been clubbed under Master Finance Agreement executed on 21 December 2020
Minimum lease payments 41,921,176 19,479,199 61,400,375 38,710,320 64,730,257 103,440,577
which became effective from 01 August 2020.
Less: Finance costs allocated
to future periods (5,555,981) (827,320) (6,383,301) (10,322,056) (7,151,489) (17,473,545)
36,365,195 18,651,879 55,017,074 28,388,264 57,578,768 85,967,032
90 91
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
9.1 This represented amount payable to Askari Bank Limited, an associated undertaking. Present value of liability at the year end
Due to increase in assumptions
Note 2022 2021 2022 2021
Rupees Rupees Rupees
10 EMPLOYEE RETIREMENT BENEFITS Discount rate 100 bps 21,121,202 24,766,270 21,588,312 25,822,805
Accumulated compensated absences 10.1 22,871,516 23,611,109 Salary increase 100 bps 24,766,879 21,121,461 25,823,439 21,588,577
Defined benefit plan 10.8 7,924,430 51,644,390
30,795,946 75,255,499 10.7 Maturity profile (Undiscounted payments)
The Company expects to contribute to the gratuity fund on the advice of the fund’s actuary. The contributions
10.1 Movement in accumulated
are equal to the current service cost with adjustment for any deficit
compensated absences
Balance as at 01 January 23,611,109 21,540,928
2022
Charge to statement of profit or loss 10.2 8,499,200 10,797,979
Rupees
Benefits paid during the year (9,238,793) (8,727,798)
Balance as at 31 December 22,871,516 23,611,109 Projected payments
Year 1 5,641,077
10.2 Charge to the statement of profit or loss Year 2 6,052,415
Current service cost 4,677,308 4,583,495 Year 3 7,429,372
Interest on defined benefit liability 997,065 858,851 Year 4 8,163,844
Remeasurement loss 10.3 2,824,827 5,355,633 Year 5 8,765,196
10.4 8,499,200 10,797,979 More than year 5 45,327,185
10.3 Remeasurement loss
Actuarial gain / losses due to changes in Note 2022 2021
financial assumptions 68,166 (3,316,389) Rupees Rupees
Actuarial gain / losses due to experience
10.8
Defined benefit plan
adjustments 2,756,661 8,672,022
Present value of defined benefit obligation 10.10 57,924,430 51,644,390
2,824,827 5,355,633
Fair value of plan assets 10.11 (50,000,000) –
10.4 Allocation of expense during the year
10.9 7,924,430 51,644,390
Cost of sales 3,399,680 4,319,192
Marketing and distribution expense 3,399,680 4,319,191
10.9 Movement in net defined benefit liability
Administrative expense 1,699,840 2,159,596
Balance as at 01 January 51,644,390 55,629,016
8,499,200 10,797,979
Current service cost 16,090,145 13,964,743
Interest on net defined benefit liability 2,220,658 4,887,607
2022 2021
Contribution by employer (60,990,528) (13,505,884)
10.5 The principal actuarial assumptions at Charge to other comprehensive income (1,040,235) (9,331,092)
the reporting date were as follows: Balance as at 31 December 7,924,430 51,644,390
Discount rate 13.25% 10.50%
Expected per annum growth rate in salaries 12.25% 9.50% 10.10 Reconciliation of present value of
Expected mortality rate SLIC (2001-2005) SLIC (2001-2005) defined benefit obligation
Balance as at 01 January 51,644,390 55,629,016
As at 31 December 2022, average accumulation of leaves is 8 days per annum (2021: 9 days per annum), Current service cost 16,090,145 –
subject to a maximum accumulation of 20 days for management employees, 28 days for non-management Interest on defined benefit liability 4,845,658 18,852,350
employees and 120 days for ex-servicemen (2021: 20 days for management employees, 28 days for non- Benefits paid during the year (10,990,528) (13,505,884)
management employees and 120 days for ex-servicemen). Charge to other comprehensive income (3,665,235) (9,331,092)
Balance as at 31 December 57,924,430 51,644,390
10.6 Sensitivity analysis
If the significant actuarial assumptions used to estimate the present value of liability at the reporting date, 10.11 Reconciliation of fair value of plan assets
had fluctuated by 100 bps with all other variables held constant, the present value of the liability as at 31 Balance as at 01 January – –
December 2022 would have been as follows: Contribution by employer 60,990,528 –
Interest income 2,625,000 –
Benefits paid during the year (10,990,528) –
Return on plan assets excluding interest income (2,625,000) –
Balance as at 31 December 50,000,000 –
92 93
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
10.14
Charge to other comprehensive income Note 2022 2021
- Actuarial (gain) / losses due to change in financial assumptions 131,109 (4,829,525) Rupees Rupees
- Actuarial (gain) / losses due to experience adjustments (3,796,344) (4,501,567) 11 CURRENT PORTION OF LONG
- Return on plan assets excluding Interest income 2,625,000 – TERM LIABILITIES
(1,040,235) (9,331,092) Long term loans - secured 8 505,555,554 –
Lease liabilities 9 73,445,731 61,803,007
10.15 Estimated expense to be charged to Salary refinance-JS bank 8 – 50,457,825
statement of profit or loss in next year 579,001,285 112,260,832
Current service cost 18,530,042
Interest cost on defined benefit obligation - (net) 1,049,987 12
SHORT TERM BORROWINGS - SECURED
19,580,029 Short term running finance 12.1 & 12.4 1,705,540,931 1,704,824,596
Islamic mode of financing 12.2 – 228,974,159
10.16 The principal actuarial assumptions at the reporting date were as follows: 1,705,540,931 1,933,798,755
94 95
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
96 97
98
16
15.2
farms.
adjudication.
Commitments
Capital work-in-progress
PROPERTY, PLANT AND EQUIPMENT
before ATIR which is pending adjudication.
For the year ended December 31, 2022
16.7
16.1
Note
with CIR appeals on 06 January 2022 which is pending adjudication.
290,839,583
8,138,695,696
7,847,856,113
Rupees
2022
NOTES TO THE FINANCIAL STATEMENTS
8,521,211,562
239,083,225
8,282,128,337
Rupees
2021
15.2.1 Commitments, for purchase of raw / packing material, outstanding at the year end were for Rs. 66.50 million
of sales tax from payment made against advertisement . Against the show cause notice, the ADCIR raised a
15.1.9 For the Tax year 2013, Amendment order under section 122(5A) has framed on May 16, 2019 wherein
15.1.8 During the year ended 31 December 2018, Assistant Commissioner Inland Revenue (ACIR) issued a show
Based on the opinion of the legal and tax advisors handling the above litigations, the management believes
order in which all the additions mentioned in impugned order were maintained except of exchange gain
decided the case in favor of the company through order 10/2020 dated 29/10/2020 and annulled the ACIR
to Rs. 399.60 million. Against the show cause notice, the ACIR raised a sales tax demand of Rs. 135.34
to taxable supplies and non-withholding of sales tax from payment made against advertisement amounting
July 2016 to December 2016 has charged sales tax amounting Rs. 6,090,000. The company aggrieved by
15.2.2 Guarantees aggregating Rs. 161.61 million (2021: Rs. 17.61 million) have been issued by banks on behalf
that the Company has strong legal grounds against each case and that no financial liability is expected to
against inadmissible adjustment of input tax on goods not related to taxable supplies and non-withholding
to re-examine the issue and then pass speaking order. The Company being aggreived has filed an appeal
was filed before the CIR Appeals against the said additions and refusal to grant tax credit, who passed the
additions for alleged suppressed/Un- reconciled sales has been made at Rs. 43,770,576 and for in admissible
case back to ACIR for re- assessment. The department have filled appeal before ATIR which is pending
cause notice, dated 09 November 2018, against inadmissible adjustment of input tax on goods not related
the order filled appeal before CIR appeals who, through order 09/2020 dated 29/10/2020 remanded the
of the Company to Sui Northern Gas Pipeline Limited, Pakistan State Oil and Remount veterinary and corps
sales tax demand of Rs. 100 Million along with default surcharge and penalty. The Company filed an appeal
15.1.10 During the year ended 31 December 2021, ADCIR issued a show cause notice, dated 17 February 2021
and disallowance of credit under Sec 65 B where additional commissioner inland revenue was instructed
exchange loss amounting to Rs. 4,252,697. Further, turnover tax credit has also been disallowed. Appeal
million along with default surcharge and penalty. The Company filed an appeal with CIR appeals who
15.1.7 The DCIR has concluded the assessment and proceeding through its order u/s 11(2) for the period from
Revaluation Rate of
As at 01 surplus As at 31 As at 01 Charge for As at 31 Book value depreciation
Additions Disposals Transfers Disposals Transfers (%)
January during the December January the year December
year
Rupees
Owned assets:
Freehold land 751,562,500 - - - - 751,562,500 - - - - - 751,562,500 -
Buildings on freehold land 1,343,616,906 154,610 - - - 1,343,771,516 392,240,506 60,476,251 - - 452,716,757 891,054,759 6
Plant and machinery 8,918,081,404 21,967,897 - - - 8,940,049,301 2,880,693,676 358,036,194 - - 3,238,729,870 5,701,319,431 6
Electric and gas installation 25,518,141 893,162 - - - 26,411,303 16,704,701 1,543,176 - - 18,247,877 8,163,426 10
Other works equipment 215,987,617 3,643,300 (2,576,407) - - 217,054,510 64,344,173 11,702,087 (1,705,876) - 74,340,384 142,714,126 10
Office and IT Equipment 132,132,467 19,013,107 - - - 151,145,574 53,477,572 15,734,795 - - 69,212,367 81,933,207 10 & 33.33
Furniture and fixture 49,179,294 381,245 - - - 49,560,539 21,885,716 2,465,354 - - 24,351,070 25,209,469 10
Vehicles 47,803,694 18,622,788 (179,424) - - 66,247,058 26,811,805 4,977,770 (104,710) - 31,684,865 34,562,193 20
11,483,882,023 64,676,109 (2,755,831) - - 11,545,802,301 3,456,158,149 454,935,627 (1,810,586) - 3,909,283,190 7,636,519,111
Right of use assets:
Building 133,686,254 - - - - 133,686,254 69,071,232 26,737,251 - - 95,808,483 37,877,771 20
Plant and Machinery 218,148,553 - - - - 218,148,553 39,232,413 10,862,545 - - 50,094,958 168,053,595 6
Vehicles 48,686,683 - (11,950,875) - - 36,735,808 37,813,382 2,952,355 (9,435,565) - 31,330,172 5,405,636 33.33
400,521,490 - (11,950,875) - - 388,570,615 146,117,027 40,552,151 (9,435,565) - 177,233,613 211,337,002
11,884,403,513 64,676,109 (14,706,706) - - 11,934,372,916 3,602,275,176 495,487,778 (11,246,151) - 4,086,516,803 7,847,856,113
2021
Revaluation Rate of
As at 01 surplus As at 31 As at 01 Charge for As at 31 Book value depreciation
Additions Disposals Transfers Disposals Transfers (%)
January during the December January the year December
year
Rupees
Owned assets:
Freehold land 726,543,375 - - 25,019,125 - 751,562,500 - - - - - 751,562,500 -
Buildings on freehold land 1,170,928,431 2,607,388 - 170,081,087 - 1,343,616,906 341,977,831 50,262,675 - - 392,240,506 951,376,400 6
Plant and machinery 7,657,836,170 21,840,180 (104,898,801) 1,138,723,720 204,580,135 8,918,081,404 2,586,289,717 297,742,160 (42,591,069) 39,252,868 2,880,693,676 6,037,387,728 6
Electric and gas installation 23,818,152 - - 1,699,989 - 25,518,141 15,163,066 1,541,635 - - 16,704,701 8,813,440 10
Other works equipment 184,098,862 4,126,157 - 27,762,598 - 215,987,617 51,248,605 13,095,568 - - 64,344,173 151,643,444 10
Office and IT Equipment 126,500,967 5,631,500 - - - 132,132,467 47,470,431 6,007,141 - - 53,477,572 78,654,895 10 & 33.33
Furniture and fixture 48,540,808 638,486 - - - 49,179,294 19,200,983 2,684,733 - - 21,885,716 27,293,578 10
Vehicles 120,139,970 - (72,336,276) - - 47,803,694 86,814,575 2,426,274 (62,429,044) - 26,811,805 20,991,889 20
10,058,406,735 34,843,711 (177,235,077) 1,363,286,519 204,580,135 11,483,882,023 3,148,165,208 373,760,186 (105,020,113) 39,252,868 3,456,158,149 8,027,723,874
Right of use assets:
Building 133,686,254 - - - - 133,686,254 42,333,981 26,737,251 - - 69,071,232 64,615,022 20
Plant and Machinery 362,414,560 - - 60,314,128 (204,580,135) 218,148,553 70,303,501 8,181,780 - (39,252,868) 39,232,413 178,916,140 6
Vehicles 81,945,913 - (33,259,230) - - 48,686,683 48,937,656 9,756,318 (20,880,592) - 37,813,382 10,873,301 33.33
578,046,727 - (33,259,230) 60,314,128 (204,580,135) 400,521,490 161,575,138 44,675,349 (20,880,592) (39,252,868) 146,117,027 254,404,463
10,636,453,462 34,843,711 (210,494,307) 1,423,600,647 - 11,884,403,513 3,309,740,346 418,435,535 (125,900,705) - 3,602,275,176 8,282,128,337
99
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
gas installations and other works equipment was Rs. 4,776.79 million. Cost Depreciation Rate of
As at 01
Additions
As at 31 As at 01 Charge for As at 31 December amortization
(%)
January December January the year December
16.5 The manufacturing facility of the Company is located at Sargodha Road, Bhalwal, District Sargodha. Total
Rupees
owned area is 120 kanals and 5 marlas and covered area of building is 172,550 square feet.
100 101
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
102 103
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
Note 2022 2021 25.1 This carries profit at the rates ranging from 10.75% to 14.5% (2021: 6% to 7.8%) per annum.
Rupees Rupees
22 LOAN AND ADVANCES - UNSECURED 25.2 This includes amount of Rs. 108 million (2021: Rs. 1,453.99) at Askari Bank Limited, a related party.
Due from employees - Considered good 9,029,958 21,588,342
Advances to suppliers - Considered good 22.1 140,520,195 100,841,946 25.3 These carry mark-up at the rate of 15.8% per annum and have one year maturity with premature encashment
149,550,153 122,430,288 option without any surcharge.
22.1 These are interest free and in the normal course of business. 2022 2021
Rupees Rupees
22.2 No loan or advance has been given to Chief Executive or any other Director of the Company. 26 REVENUE FROM CONTRACTS
WITH CUSTOMERS - NET
Note 2022 2021 Gross sales 12,919,391,281 9,466,139,369
Rupees Rupees Less: Sales tax (289,355,529) (458,973,667)
23 DEPOSITS, PREPAYMENTS AND Trade discounts (279,333,334) (420,769,358)
OTHER RECEIVABLES (568,688,863) (879,743,025)
Security deposits 144,098,530 59,701,855 12,350,702,418 8,586,396,344
Prepayments 11,077,484 10,138,807
Other receivables 23.1 43,285,853 12,314,953 26.1 Revenue from contracts with customers relates to local (Pakistan) market and represents sale of dairy and
198,461,867 82,155,615 allied products. Timing of revenue recognition is at point of time.
23.1
Due from associated undertakings - unsecured 26.2 The Company receives consideration from its customers in advance. In rare case credit term of 30 to 90
Noon International (Private) Limited – 39,247 days is allowed.
Fauji Cereals 5,829,210 5,829,210
5,829,210 5,868,457 Note 2022 2021
Rupees Rupees
23.1.1 Maximum outstanding balance with reference to month end balances: 27COST OF SALES
Raw materials consumed 7,807,305,847 4,743,368,897
In the In the
Salaries, wages and other benefits 27.1 202,052,188 198,959,205
month of month of 2022 2021
Freight and forwarding 276,933,561 128,097,183
Rupees
Power and fuel 576,422,508 316,023,441
Fauji Cereals May 2021 May 2021 5,829,210 5,829,210 Packing materials consumed 1,996,705,445 1,741,298,323
Stores and spares consumed 85,632,938 92,801,667
Note 2022 2021 Repair and maintenance 234,457,305 189,835,083
Rupees Rupees Depreciation on property, plant and equipment 16.6 427,012,649 351,160,345
24 INTEREST ACCRUED 24.1 40,973,562 – Rent, rates and taxes 287,913 656,521
Travelling and conveyance 10,627,809 6,938,157
24.1 This represents interest accrued on Term Deposit Receipts (TDRs) of Askari Bank Limited, an associated Communication, establishment & others 874,365 795,677
undertaking. Printing and stationery 1,099,677 659,013
Insurance 4,859,210 8,025,370
Note 2022 2021
Others 11,572,286 998,753
11,635,843,701 7,779,617,635
Rupees Rupees
Adjustment of work-in-process
25 CASH AND CASH EQUIVALENTS Opening stock 118,186,971 173,006,590
Cash-in-hand 88,272 99,015 Closing stock 20 (157,048,335) (118,186,971)
Cash at banks on: (38,861,364) 54,819,619
- Current accounts 8,577,874 1,351,328,377 Cost of goods manufactured 11,596,982,337 7,834,437,254
- Saving accounts 25.1 166,594,592 522,258,306 Adjustment of finished goods
- Dividend accounts 221,491 221,491 Opening stock 326,816,255 156,040,982
25.2 175,393,957 1,873,808,174 Closing stock 20 (543,764,408) (326,816,255)
Term Deposit Receipts (TDRs): (216,948,153) (170,775,273)
- Askari Bank Limited (Associated undertaking) 25.3 970,000,000 – 11,380,034,184 7,663,661,981
1,145,482,229 1,873,907,189
104 105
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
27.1 Salaries, wages and other benefits include following in respect of employee benefits: Note 2022 2021
Rupees Rupees
2022 2021 Administrative expenses (Continued)
Rupees Rupees Subscription 25,914,145 7,901,722
Provident fund 10,375,862 9,473,900 Legal and professional charges 30,711,596 23,691,876
Long term accumulated compensated absences 3,399,677 4,319,192 Auditors’ remuneration 29.2 2,890,000 1,590,000
Gratuity 7,324,310 7,540,940 Cash security charges 4,717,221 3,995,440
21,099,849 21,334,032 Depreciation on property, plant and equipment 16.6 59,248,696 55,314,721
Amortization of intangible assets 17.2 402,418 18,780,896
In addition, salaries, wages and other benefits relating to milk procurement department amounts to Rs. Others 4,618,291 2,216,969
96.47 million (2021: Rs. 98.31 million) and provident fund amounts to Rs. 2.4 million (2021: Rs. 1.88 million). 448,145,750 360,822,937
Note 2022 2021 29.1 Salaries, wages and other benefits include following in respect of employee benefits:
Rupees Rupees
Note 2022 2021
28
MARKETING AND DISTRIBUTION EXPENSES
Rupees Rupees
Freight and forwarding 164,894,207 134,970,766
Salaries, wages and other benefits 28.1 293,438,640 261,278,989 Provident fund 7,202,203 5,680,024
Repair and maintenance 2,097,158 2,128,315 Long term accumulated compensated absences 1,699,843 2,159,596
Rent, rates and taxes 6,138,774 4,710,401 Gratuity 3,662,161 3,770,470
Travelling and conveyance 11,857,899 7,622,450 12,564,207 11,610,090
Vehicles’ running and maintenance 63,893,415 32,371,944
Advertisement and sales promotion 768,783,394 553,182,762 29.2
Auditors’ remuneration
Insurance 766,507 1,179,266 - Statutory audit fee 1,800,000 1,210,000
Depreciation on property, plant and equipment 16.6 10,851,548 11,960,470 - Half yearly review 315,000 150,000
Communication, establishment and others 15,564,206 9,653,900 - Certification charges 425,000 150,000
1,338,285,748 1,019,059,263 - Out-of-pocket expenses 350,000 80,000
2,890,000 1,590,000
28.1 Salaries, wages and other benefits include following in respect of employee benefits:
30
OTHER INCOME
2022 2021 Income from financial assets
Rupees Rupees Profit on TDRs 25.3 141,124,932 –
Profit on saving accounts 25.1 37,974,751 12,226,916
Provident fund 10,738,008 9,622,933
Income from non-financial assets
Long term accumulated compensated absences 3,399,686 4,319,191
Sale of scrap 18,906,962 20,282,614
Gratuity 7,324,325 7,540,940
Gain on disposal of property, plant and equipment 16.2 1,393,407 43,723,546
21,462,019 21,483,064
199,400,052 76,233,076
29 ADMINISTRATIVE EXPENSES
Salaries, wages and other benefits 29.1 233,904,166 191,949,952
31
OTHER EXPENSES
Travelling and conveyance 4,382,206 4,148,984
Exchange loss 2,351,890 523,991
Directors’ meeting fee 36 15,760,000 13,105,000
Contractual deductions 41,531,990 –
Rent, rates and taxes 1,817,031 1,314,130
Allowance for expected credit losses 21.1 89,444,266 –
Entertainment 2,893,475 1,212,748
133,328,146 523,991
Communication and establishment 14,472,814 13,527,697
Printing and stationery 2,802,506 2,262,153
32
FINANCE COST
Electricity, gas and water 13,500,947 7,926,724
Islamic mode of financing
Insurance 1,121,874 1,586,437
- Short term borrowings 20,818,876 19,359,116
Repair and maintenance 6,157,033 3,028,011
Interest / mark-up on interest / mark-up based loans
Vehicles’ running and maintenance 22,831,331 7,269,477
- Long term loans 910,432,136 493,113,151
- Short term borrowings 277,245,079 599,235,970
- Lease liabilities 22,117,040 30,427,897
Bank charges and commission 29,153,389 12,914,390
1,259,766,520 1,155,050,524
106 107
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
Weighted average number of ordinary shares 39 RELATED PARTY TRANSACTIONS AND BALANCES
in issue during the year Number 1,584,088,159 1,584,088,159 Related parties comprise of parent company, associated companies, directors, entities with common
directorship, post employment plans and key management personnel. Balances are disclosed elsewhere
Loss per share - basic and diluted Rupees (1.37) (0.79) in these financial statements. The Company in the normal course of business carries out transactions with
related parties. Significant transactions with related parties are as follows:
Note 2022 2021
Rupees Rupees Name of Nature of
the Company Relationship transactions 2022 2021
35Cash and cash equivalents Rupees Rupees
Cash and cash equivalents included in the statement
of cash flows comprise the following: Associated Undertakings
Cash and bank balances 25 1,145,482,229 1,873,907,189 Fauji Fertilizer Bin Qasim Parent Company TA/DA, repair and maintenance
Running finance balances 12 (1,705,540,931) (1,704,824,596) Limited (FFBL) (Shareholding and and rent expense charged
(560,058,702) 169,082,593 common directorship) by related party 11,274 1,004,252
Expense of IT facilities charged
36 REMUNERATION OF CHIEF EXECUTIVE, DIRECTORS AND EXECUTIVES by related party 10,468,680 6,000,000
Expense Charged to related
The aggregate amount charged in the financial statements for the year for remuneration, including certain
party by Company 8,200 660,998
benefits, to Chief Executive, directors and executives of the Company is as follows:
Consultancy fee charged
Chief Executive Non Executive Directors Executives by related party 557,500
2022 2021 2022 2021 2022 2021 Finance cost charged by
Rupees related party 15,000,000 457,466,704
Conversion of loan as
Managerial remuneration 20,479,350 19,920,000 – – 129,208,710 100,507,184 subscription received
Meeting fee – – 15,760,000 13,105,000 – – against right issue – 5,925,000,000
Provident fund 2,047,940 1,528,000 – – 12,919,324 10,151,345
House rent 9,215,710 5,940,000 – – 108,449,115 83,976,464 Fauji Foundation Associated Undertaking Management shared services
Utilities 2,047,940 1,320,000 – – 12,920,871 10,050,728 (Shareholding and charged by related party 4,992,486 6,069,741
Relocation allowance – – – – 925,000 3,042,221 common directorship)
Others 6,400,000 2,200,000 – – 33,604,913 19,164,679 Share deposit money received 2,000,000,000 –
40,190,940 30,908,000 15,760,000 13,105,000 298,027,933 226,892,621 Consultancy fee charged by
Number of persons 2 1 10 14 50 40 related party 847,500 –
TA/DA and boarding expenses
36.1 The Company also provides some of its executives with company maintained cars and other benefits in charged by related party 1,019,520 1,446,725
accordance with the Company’s policy.
108 109
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
Name of Nature of The Audit Committee oversees how management monitors compliance with the Company’s risk
the Company Relationship transactions 2022 2021
management policies and procedures, and reviews the adequacy of the risk management framework
Rupees Rupees in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by
Askari Bank Limited Associated Undertaking Finance cost charged by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and
(Common directorship) related party 103,107,131 58,777,408 procedures, the results of which are reported to the Audit Committee.
Profit on TDR 141,124,932 –
Interest income on saving The Company’s exposure to financial risk, the way these risks affects the financial position and performance
accounts 22,748,520 8,272,438 and the manner in which such risks are managed is as follows:
FFBL Power Company Associated Undertaking Purchase of coal 5,294,322 94,749,089 40.2 Market risk
Limited (Common directorship) Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and
equity prices will affect the Company’s income or value of its holding of financial instruments. The objective
Fauji Cereals Associated Undertaking Salary of executive charged to of market risk management is to manage and control market risk exposures within acceptable parameters,
the related party – 4,938,165 while optimizing return.
(Common directorship) Travelling expense charged to
the related party – 442,458 40.3 Foreign exchange risk
Foreign exchange risk is the risk that value of a financial instrument will fluctuate due to changes in
Fauji Security Services
foreign exchange rates. Foreign exchange risk arises mainly where receivables and payables exist due to
(Private) Limited Associated Undertaking Expenses paid against
transactions with foreign buyers and suppliers.
(Common directorship) security services – 232,000
The Company is exposed to exchange risk arising from currency exposures mainly with respect to the
Employee’s Provident
Euro and US Dollar on import of raw material, packing material and stores and spares. Currently, the
Fund Trust Post employee benefit plan Contribution for the year 60,535,059 52,328,260
Company’s foreign exchange risk exposure is restricted to the amounts payable to the foreign entities.
The Company’s is not exposed to foreign exchange risk as at 31 December 2022 as it has no financial
Employee’s Gratuity
instruments denominated in foreign currency.
Fund Post employee benefit plan Payment to gratuity fund 50,000,000 –
Financial assets
The Company’s risk management policies are established to identify and analyze the risks faced by the Fixed rate instruments
Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the Saving accounts 10.75% to 14.5% 6% to 7.8% 166,594,592 522,258,306
Company’s activities. The Company, through its training and management standards and procedures, Term Deposit Receipts 15.80% – 970,000,000 –
aims to develop a disciplined and constructive control environment in which all employees understand their 1,136,594,592 522,258,306
roles and obligations.
110 111
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
2022 2021 2022 2021 Counter parties with external credit ratings
Effective rate Rupees Rupees
These include banking companies and financial institutions, which are counterparties to bank balances,
Financial liabilities TDRs and interest accrued. Credit risk is considered minimal as these counterparties have reasonably high
Variable rate instruments credit ratings as determined by various credit rating agencies. Due to long standing business relationships
with these counterparties and considering their strong financial standing, management does not expect
Lease liabilities 8.20% to 13.51% 8.20% to 13.51% 127,015,862 190,991,389 non-performance by these counterparties on their obligations to the Company. Following are the credit
Long term loans 9.85% to 17.26% 8.79% to 9.85% 5,482,593,723 6,038,607,101 ratings of counterparties with external credit ratings:
Short term borrowings 9.35% to 16.76% 8.29% to 9.35% 1,705,540,931 1,933,798,755
Total exposure 7,315,150,516 8,163,397,245 Rating Rating 2022 2021
Institutions Short term Long term Agency Rupees Rupees
Fair value sensitivity analysis for fixed rate instruments
Bank balances and TDRs
The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or National Bank Of Pakistan AAA A1+ PACRA 233,432 4,845,721
loss. Therefore, a change in interest rate at the reporting date would not affect profit or loss of the Company. United Bank Limited AAA A1+ JCR-VIS 294,719 294,722
Askari Bank Limited AA+ A1+ PACRA 873,515,891 1,453,999,677
Cash flow sensitivity analysis for variable rate instruments JS Bank AA- A1+ PACRA 133,116 218,679
At 31 December 2022, if interest rate on variable rate financial instruments has been 1% higher / lower with Bank Alfalah Limited AA+ A1+ PACRA – 5,738
all other variables held constant, loss before tax for the year would have been Rs. 93.15 million (2021: Rs. MCB Bank Limited AAA A1+ PACRA 29,927,268 109,379,836
76.41 million) higher / lower, mainly as a result of higher / lower interest expense on variable rate financial Habib Bank Limited AAA A1+ JCR-VIS 540,000 421,094
liabilities. Faysal Bank Limited AA A1+ PACRA 240,263,493 156,218,756
Bank Islami Pakistan A+ A1 PACRA 284,999 284,999
40.6 Credit risk Bank Al-Habib Limited AAA A1+ PACRA 7,747 7,827
Soneri Bank Limited AA- A1+ PACRA 139,343 148,056,183
Credit risk represents the risk of a financial loss if a customer or counter party to a financial instrument fails
Dubai Islamic Bank AA A1+ JCR-VIS 53,949 74,942
to discharge its contractual obligation. The Company’s credit risk arises from trade debts, other receivables,
1,145,393,957 1,873,808,174
and balances with banks. The Company has no significant concentration of credit risk as its exposure is
Interest accrued
spread over a large number of counter parties.
Askari Bank Limited AA+ A1+ PACRA 40,973,562 –
112 113
NOTES TO THE FINANCIAL STATEMENTS
For the year ended December 31, 2022
Rupees Rupees
At 31 December 2021 Interest rate used for determining fair values of financial instruments
Lease liabilities 190,991,389 229,493,836 84,721,252 144,772,584 For financial instruments carried at amortized cost, since the majority of the interest bearing investments
Long term loans 6,038,607,101 6,038,607,101 50,457,824 5,988,149,277 are variable rate based instruments, there is no difference in carrying amount and the fair value. Further, for
Trade and other payables 853,631,207 853,631,207 853,631,207 – fixed rate instruments, since there is no significant difference in the market rate and rate of the instruments
Accrued finance cost 1,267,924,682 1,267,924,682 1,267,924,682 – and most of the fixed rate instruments are short term in nature, therefore fair value significantly approximates
Short term borrowings 1,933,798,755 1,933,798,755 1,933,798,755 – to carrying value
10,284,953,134 10,323,455,581 4,190,533,720 6,132,921,861
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at
significantly different amounts.
The contractual cash flows relating to the above financial liabilities have been determined on the basis of
interest / mark-up rates effective at the respective year-ends. The rates of interest / mark-up have been
disclosed in the respective notes to these financial statements.
114 115
116
42
based on:
Gearing ratio
Lease liabilities
Long term loans
Accrued mark-up
Fair value hierarchy
-
Rupees
Level 1
Level 2
25
12
14
13
Note
Level 1: Quoted prices in active markets for identical assets or liabilities
-
Level 3
77%
12,879,984,163
4,047,448,812
8,832,535,351
9,978,017,580
1,705,540,931
402,289,522
127,015,862
1,755,021,988
5,988,149,277
Rupees
2022
(1,145,482,229)
maintain a strong capital base to support the sustained development of its business.
Level 3: Inputs for the asset or liability that are not based on observable market data.
of statement of financial position, the Company was financed through debt and equity.
Total
7,662,867,837
NOTES TO THE FINANCIAL STATEMENTS
the asset or liability, either directly (as prices) or indirectly (derived from prices); and
Level 2: Those involving Inputs other than quoted prices included in Level 1 that are observable for
86%
12,078,257,612
3,525,519,238
8,552,738,374
10,426,645,563
1,933,798,755
1,267,924,682
190,991,389
995,323,636
6,038,607,101
Rupees
2021
Total
2022 2021
8,079,699,652
to the financial statements may cause changes in the Company’s approach to capital management.
(1,873,907,189)
The Company manages its capital structure by monitoring return on net assets and makes adjustments
The Company’s prime objective when managing capital is to safeguard its ability to continue as a going
accumulated losses of Rs. 18,469.23 million. These indicators and other matters as explained in note 1.2
There was no change to the Company’s approach to capital management during the year. The Company
concern so that it can continue to provide returns for shareholders, benefits for other stakeholders and to
The following table shows assets recognized at fair value, analyzed between those whose fair value is
Company may adjust the amount of dividend paid to shareholders and / or issue new shares. As of the date
to it in the light of changes in economic conditions. In order to maintain or adjust the capital structure, the
is not subject to externally imposed capital requirements. As at the reporting date, the Company has
43 RECONCILIATION OF MOVEMENTS OF LIABILITIES TO CASH FLOWS ARISING FROM FINANCING ACTIVITIES.
2022
Liabilities Equity
Rupees
Balance as at 01 January 2022 6,038,607,101 1,933,798,755 1,267,924,682 190,991,389 965,752 – 17,695,379,687 27,127,667,366
Cash flows
Short term borrowings - net – (228,974,159) – – – – – (228,974,159)
Receipt of share deposit money – – – – – 2,000,000,000 – 2,000,000,000
Repayment of long term loans (50,457,824) – – – – – – (50,457,824)
Repayment of lease rentals – – – (63,975,527) – – – (63,975,527)
Finance cost paid – – (1,416,651,879) – – – – (1,416,651,879)
Share issuance cost adjusted
against share premium – – – – – – (19,349,944) (19,349,944)
Total changes from financing
cash flows (50,457,824) (228,974,159) (1,416,651,879) (63,975,527) – 2,000,000,000 (19,349,944) 220,590,667
Other changes including non-cash
Changes in running finance – 716,335 – – – – – 716,335
Finance cost – – 1,259,766,520 – – – – 1,259,766,520
Conversion of accrued finance cost to
share deposit money – – (708,749,801) – – 708,749,801 – –
Assets acquired on lease – – – – – – – –
Total liability related other changes – 716,335 551,016,719 – – 708,749,801 – 1,260,482,855
Closing as at 31 December 2022 5,988,149,277 1,705,540,931 402,289,522 127,015,862 965,752 2,708,749,801 17,676,029,743 28,608,740,888
2021
Liabilities Equity
Rupees
Balance as at 01 January 2021 6,167,582,315 1,875,297,551 5,925,000,000 533,632,385 254,729,697 965,752 9,955,252,787 24,712,460,487
Cash flows
Short term borrowings repaid
net of receipts – (156,281) – – – – – (156,281)
Repayment of long term loans (128,975,214) – – – – – – (128,975,214)
Repayment of lease rentals – – – – (63,738,308) – – (63,738,308)
Share issuance cost adjusted
against share premium – – – – – – 1,882,945,960 1,882,945,960
Finance cost paid – – – (420,758,227) – – – (420,758,227)
Dividends paid – – – – – – (67,819,060) (67,819,060)
Total changes from financing
cash flows (128,975,214) (156,281) – (420,758,227) (63,738,308) – 1,815,126,900 1,201,498,870
Other changes including non-cash
Changes in running finance – 58,657,485 – – – – – 58,657,485
Finance cost – – – 1,155,050,524 – – – 1,155,050,524
Sponsor support converted to equity – – (5,925,000,000) – – – 5,925,000,000 –
Assets acquired on lease – – – – – – – –
Total liability related other changes – 58,657,485 (5,925,000,000) 1,155,050,524 – – 5,925,000,000 1,213,708,009
Closing as at 31 December 2021 6,038,607,101 1,933,798,755 – 1,267,924,682 190,991,389 965,752 17,695,379,687 27,127,667,366
117
NOTES TO THE FINANCIAL STATEMENTS
FORM 34
THE COMPANIES ACT, 2017
For the year ended December 31, 2022 (Section 227(2)(f))
PATTERN OF SHAREHOLDING
44 DATE OF AUTHORIZATION OF ISSUE 1.1 Name of the Company FAUJI FOODS LIMITED
These financial statements have been authorized for issue by the Board of Directors of the Company on
January 26, 2023. 2.1. Pattern of holding of the shares held by the shareholders as at 31-12-2022
45 EVENTS AFTER THE REPORTING DATE 2.2 Number Of Shareholding Total Shares
Shareholders From To Held
There are no subsequent events occurring after reporting date.
992 1 100 49,427
46 CORRESPONDING FIGURES 1489 101 500 651,234
Corresponding figures have been re-arranged and re-classified, wherever necessary, for the purpose of 1716 501 1,000 1,644,919
comparison and better presentation as per reporting framework. However, no significant reclassification
3961 1,001 5,000 11,763,862
has been made.
1714 5,001 10,000 13,925,554
692 10,001 15,000 9,011,118
530 15,001 20,000 9,860,751
349 20,001 25,000 8,230,094
245 25,001 30,000 7,010,150
159 30,001 35,000 5,258,265
162 35,001 40,000 6,266,718
95 40,001 45,000 4,093,373
147 45,001 50,000 7,267,510
56 50,001 55,000 2,975,737
87 55,001 60,000 5,093,489
34 60,001 65,000 2,140,025
51 65,001 70,000 3,513,009
48 70,001 75,000 3,520,247
43 75,001 80,000 3,391,061
18 80,001 85,000 1,503,550
24 85,001 90,000 2,122,454
21 90,001 95,000 1,963,977
125 95,001 100,000 12,457,869
20 100,001 105,000 2,056,540
19 105,001 110,000 2,058,760
8 110,001 115,000 903,500
11 115,001 120,000 1,305,031
25 120,001 125,000 3,096,643
16 125,001 130,000 2,059,942
5 130,001 135,000 664,641
4 135,001 140,000 553,840
5 140,001 145,000 716,700
26 145,001 150,000 3,889,718
8 150,001 155,000 1,220,028
6 155,001 160,000 948,616
5 160,001 165,000 813,313
Chairman Chief Executive Officer Director Chief Financial Officer
118 119
FORM 34
THE COMPANIES ACT, 2017
(Section 227(2)(f))
PATTERN OF SHAREHOLDING
2.2 Number Of Shareholding Total Shares 2.2 Number Of Shareholding Total Shares
Shareholders From To Held Shareholders From To Held
120 121
FORM 34
THE COMPANIES ACT, 2017
(Section 227(2)(f))
PATTERN OF SHAREHOLDING
2.2 Number Of Shareholding Total Shares 2.2 Number Of Shareholding Total Shares
Shareholders From To Held Shareholders From To Held
122 123
124 125
Revenue
(mn)
8,586
12,351
2022 2021
Gross Profit
(mn)
923
971
2022 2021
(1,253)
(2,168)
2022 2021
126 127
Quarterly EBITDA 2022
(PKR mn)
383
77
(71)
(156) (143)
(181)
(237)
(308)
Reported EBITDA (PKR mn) Quarterly sales tax adjusted EBITDA (PKR mn)
128 129
FAUJI FOODS LIMITED
FORM OF PROXY
56th Annual General Meeting
I/We ____________________________________________________________________________________________________
(Name)
of ______________________________________________________________________________________________________
(Address)
being a member of F A U J I F O O D S L I M I T E D, hereby appoint
_________________________________________________________________________________________________________
(Name)
of ______________________________________________________________________________________________________
(Address)
or failing him _____________________________________________________________________________________________
(Name)
of ______________________________________________________________________________________________________
(Address)
(also being a member of the Company) as my/ our proxy to attend, act and vote for me/ us and on my/ our behalf, at the
56th Annual General Meeting of the Company to be held on Tuesday, March 21, 2023 at 11:00 a.m. at FFL Head Office, 42
CCA, Ex Park View, DHA Phase-VIII, Lahore and also virtually through video-link and at any adjournment thereof.
Revenue
Stamp Rs. 50/-
Witness 1 Witness 2
Signature Signature
Name Name
Address Address
CNIC # CNIC #
NOTE:
Proxies in order to be effective must reach the Company’s Registered Office not less than 48 hours before the time for
holding the meeting and must be duly stamped, signed and witnessed. Proxies of the Members through CDC shall be
accompanied with attested copies of their CNIC.
SECP’s Circular No. 1 dated 26th January, 2000 is on the reverse side of the form.
130 131
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SECURITIES AND EXCHANGE
COMMISSION OF PAKISTAN
وفیجوفڈز یم���ڈ
Blue Area, Islamabad
January 26, 2000
The shares of a number of listed Companies are now being maintained as “book entry Security” on the Central Depository
System (CDS) of the Central Depository Company of Pakistan Limited (CDC). It has come to the notice of the Commission
that there is some confusion about the authenticity of relevant documents in the matter of beneficial owners of the shares
registered in the name of CDC for purposes of attending the general meetings and for verification of instruments of
proxies. The issue has been examined and pending the further instruction to be issued in this regard, the following
guideline for the convenience of the listed Companies and the beneficial owners are laid down:
A. Attending of meeting in person by account holders and / or sub-account holders and persons whose
securities are in group account and their registration details are uploads to CDS:
1) The Company shall obtain list of beneficial owners from the CDC as per Regulation # 12.3.5 of the CDC
Regulations.
2) In case of individuals, the account holder or sub-account holder and / or the person whose securities are in
group account and their registration details are up-loaded as per the Regulations, shall authenticate his identity
by showing his original Computerized National Identity Card (CNIC) or original passport at the time of attending
the meeting.
3) In case of corporate entity, the Board of Directors’ resolution / power of attorney with specimen signature of the
nominee shall be produced at the time of the meeting.
B. Appointment of Proxies:
1) In case of individual, the account holder or sub-account holder and / or the person whose securities are in group
account and their registration details are uploaded as per the Regulation, shall submit the proxy form as per
requirement notified by the Company.
2) The proxy form shall be witnessed by the two persons whose names, addresses and CNIC numbers shall be
mentioned on the form.
3) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy
form.
4) The proxy shall produce his original CNIC or original passport at the time of the meeting.
5) In case of corporate entity, the Board of Directors’ resolution / power of attorney with specimen signature shall
be submitted along with proxy form to the Company.
132 133
SECURITIES AND EXCHANGE
COMMISSION OF PAKISTAN
Blue Area, Islamabad
January 26, 2000
The shares of a number of listed Companies are now being maintained as “book entry Security” on the Central Depository
System (CDS) of the Central Depository Company of Pakistan Limited (CDC). It has come to the notice of the Commission
that there is some confusion about the authenticity of relevant documents in the matter of beneficial owners of the shares
registered in the name of CDC for purposes of attending the general meetings and for verification of instruments of
proxies. The issue has been examined and pending the further instruction to be issued in this regard, the following
guideline for the convenience of the listed Companies and the beneficial owners are laid down:
A. Attending of meeting in person by account holders and / or sub-account holders and persons whose
securities are in group account and their registration details are uploads to CDS:
1) The Company shall obtain list of beneficial owners from the CDC as per Regulation # 12.3.5 of the CDC
Regulations.
2) In case of individuals, the account holder or sub-account holder and / or the person whose securities are in
group account and their registration details are up-loaded as per the Regulations, shall authenticate his identity
by showing his original Computerized National Identity Card (CNIC) or original passport at the time of attending
the meeting.
3) In case of corporate entity, the Board of Directors’ resolution / power of attorney with specimen signature of the
nominee shall be produced at the time of the meeting.
B. Appointment of Proxies:
1) In case of individual, the account holder or sub-account holder and / or the person whose securities are in group
account and their registration details are uploaded as per the Regulation, shall submit the proxy form as per
requirement notified by the Company.
2) The proxy form shall be witnessed by the two persons whose names, addresses and CNIC numbers shall be
mentioned on the form.
3) Attested copies of CNIC or the passport of the beneficial owners and the proxy shall be furnished with the proxy
form.
4) The proxy shall produce his original CNIC or original passport at the time of the meeting.
5) In case of corporate entity, the Board of Directors’ resolution / power of attorney with specimen signature shall
be submitted along with proxy form to the Company.
134