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Altowfeek Investment Bank Limited
Annual Report 1996
CORPORATE INFORMATION
CHAIRMAN
Mr. Khalid Mahmood Bhaimia
- Nominee AlBaraka Investment & Development Co, Jeddah
CHIEF EXECUTIVE
Mr. Salman Ali Shaikh
- Nominee AlBaraka Investment & Development Co, Jeddah
DIRECTORS
Mr. Osman. A.Suleiman
- Nominee AlBaraka Investment & Development Co, Jeddah
Mr. Yelcin Oner
- Nominee AlBaraka Investment & Development Co, Jeddah
Mr. Iftikhar Soomro
- Nominee AlBaraka Investment & Development Co, Jeddah
Mr. S.M. Siddiqui
- Nominee National Investment Trust
Dr. Omar Zohair Hafez
-Nominee Islamic Development Bank, Jeddah
COMPANY SECRETARY
Farooq Ahmed
AUDITORS
Taseer Hadi Khalid & Co. Chartered Accountants
SHARE REGISTRARS
Software (Pvt) Limited
5/79 Usman Block New Garden Town Lahore
REGISTERED OFFICE
63- Shahrah-e-Quaid-e-Azam Lahore
LEGAL ADVISORS
Salim & Baig Advocates
BANKERS
AlBaraka Islamic Investment Bank B.S.C.(E.C)
Allied Bank of Pakistan Limited
Faisal Bank Limited
Habib Bank Limited
Muslim Commercial Bank Limited
National Bank of Pakistan
Prime Commercial Bank Limited
Soneri Bank Limited
Schon Bank Limited
Union Bank Limited
United Bank Limited
BRANCHES
-63- Shahrah-e-Quaid-e-Azam. Lahore
-Lakhani Centre I.I.Chundrigar Road. Karachi
-Hotel East Inn Building Sheikhupura Rd. Faisalabad
-Sialkot Chamber of Commerce Building. Sialkot
-6-A Islamia Road Peshawar Cantt.
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the 6th Annual General Meeting of AlTowfeek Investment Bank Limited will be
held at Avari Hotel, Shahrah-e-Quaid-e-Azam, Lahore on Saturday January 25,1997 at 4.00 P.M to transact
the following business:
ORDINARY BUSINESS
1) To confirm the minutes of the last Annual General Meeting of the company held on May 21, 1995.
2) To receive, consider, and adopt the audited accounts of the Company for the eighteen months period
ended June 30,1996 together with the Directors' and Auditors' Reports thereon.
3) To appoint the auditors for the next term and to fix their remuneration. One of the shareholders of
the company has given a notice for appointment of M/S Sidat Hyder Qamar Maqbool & Co, Chartered
Accountants as auditors in place of the retiring auditors M/S Taseer Hadi Khalid & Co, Chartered
Accountants.
SPECIAL BUSINESS
4) To approve the remuneration of the Chief Executive. Further, to authorize the Board of Directors to
revise the remuneration of the Chief Executive of the company, as and when considered necessary.
A statement under section 160 of the Companies Ordinance 1984 pertaining to the special
business is being sent to the shareholders with a copy of the notice.
5) To transact any other business with the permission of the chair.
By order of the Board
Lahore FAROOQ AHMED
December 31,1996 COMPANY SECRETARY
NOTES
(i) A member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend the
meeting and vote for him/her. Form of Proxy is enclosed with the annual report. Proxies in older to
be effective, must be received at the registered office of the Company, at least 48 hours before the
time of holding the meeting.
(ii) The members are requested to immediately notify the change in address, if any.
(iii) The share transfer books of the Company will remain closed from January 19, 1997 to January
25, 1997 both days inclusive.
STATEMENT U/S 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984
The members' approval is sought for the payment of remuneration and the provision of certain other utilities
to the Chief Executive as per the bank's service rules and as per recommendations of the Board of Directors
of the Company. Further, members' approval is sought for authorizing the Board of Directors to revise the
remuneration of the Chief Executive as and when considered necessary. For the purpose it is proposed to ·
pass with or without amendment the following resolution.
"Resolved that Mr. Salman All Shaikh Chief Executive shall be paid w.e.f September 15, 1996 the gross
remuneration of Rs. 250,000 per month along with other benefits as per bank's service rules.
Further resolved that the Board of Directors be and is hereby authorized to revise the remuneration of the
Chief Executive of the company from time to time in accordance with the company's rules and policies".
CHAIRMAN'S REPORT
TO THE SHAREHOLDERS
Dear Shareholders,
AS SLAAM O'ALAIKUM
The Directors of the Bank have the pleasure to present the Sixth Annual Report of the Bank.
1995-96 was a most difficult period in your Bank's short life. It was full of changes. To comply with changes
in the Income Tax Ordinance, we had to change our fiscal year end to June 30 instead of December 31. As
a result, this report covers an 18 months period from January 1,1995 to June 30,1996.
Our 1994 report was rather optimistic about the economy and its prospects. Unfortunately the stock market
has been on a downward path since 1994. The KSE index, having peaked at 2661 in March 1994, had
dropped to 1703 as of June 30,1996. Since then, index has even fallen further. As of December 31,1996 it
was 1340. As a result of this overall decline in stock markets, our Investment Portfolio values have also
declined substantially - more so than the KSE index. Your Board does not believe that the drop in prices is
temporary. Accordingly, we have changed our accounting policy to value the portfolio at the current market
price. This mark to market valuation has resulted in a provision of Rs. 124 million for the period. It is most
unfortunate that we have to take such a large provision since we only invested in equities to comply with
SBP rules of 15% liquidity reserve requirements. As an Islamic Bank, we cannot invest in FIB's/T- Bill's
which would not normally lead to capital losses.
The slowing down of the Pakistani economy has also effected our customers, since they are part of the
overall market place. Again, being a conservative institution, we have strictly applied SBP rules - have
reversed the income and have provided for these classified assets. Furthermore, in compliance with our
external auditors judgment, we have also provided on other classified assets. Our results thus reflect a total
provision of Rs.63.9 million.
We have an operating income before provisions of Rs.83.2 million. However, the above major provisions
have eliminated the profits and we have a post tax loss of Rs.63.7 million. Since we had unappropriated
profit brought forward of Rs.33.1 million, we have ended-up with a carry forward loss of Rs.30.6 million, at
the end of June 1996. We believe that as shareholders you would recognize your Board's policy of transparency
aud full disclosure. These financial prudent actions have put your bank way ahead of most of our local
competitors and at par with major global banks in Pakistan.
During the period, our deposits grew by Rs.696 million to Rs. 2954 million. Furthermore, our deposit base
has been diversified with a balance between individual and corporate clients on one side and banks and
financial institutions on the other side. We are not heavily dependent on one particular source of funding.
There has been a limited growth in customer assets. and portfolio grew by 18.7% in the 18 month-
period. This limited growth is a reflection of our conservative outlook as well as difficult operating
environment.
1995-96 period reflects a major shift in the market place. Competitive pressures are increasing both from
traditional as well as Islamic Banks. Even traditional banks are going into Islamic Banking. We believe the
banking industry requires consolidation and deep pockets of capital. There is a very limited the role for
small players in today's market place. Altowfeek is in a unique situation being part of Dallah Albaraka
Group worldwide. This networking, referral of business, and direct funding support is a major plus for
Altowfeek. As of this fiscal year end Group deposits were in excess of Rs 788 million. Furthermore ,the
Group has a commercial bank, Albaraka, with 3 branches in Pakistan, as well as investment in Jahangir
Siddiqui & Co., a full service brokerage house- giving our customers a comprehensive product range in
Pakistan. We have a unique franchise in Pakistan.
Mr. Mahmoud Jameel Hassoubah, your last Chairman had to give up his responsibilities in Pakistan as a
result of his significantly increased responsibilities in the Group Head Office in Jeddah. We thank him for
his continuous contributions, guidance and support through the initial years of the bank. The Group has
nominated Mr. Khalid Mahmood Bhaimia to fill in for Mr. Hassoubah. Mr. Bhaimia is an international
banker with wide Pakistan and Islamic Banking experience. Your Board has also nominated him as the
Chairman.
Islamic Development Bank has changed their nominee on our Board. In place of Mr. Omer Abdullah Sejieny?
they have nominated Dr. Omer. Z. Hafez, a senior member of IDB Management. Mr. Adeel Y. Siddiqui, a
founder director, has resigned. In his place Mr. Yelcin Oner, has been co-opted. Mr. Oner is a director of
Albaraka Turkish Finance House, Istanbul. We welcome Dr. Omer and Mr. Yelcin and look forward to their
continuing contributions, especially in the coming years as we reposition Altowfeek Bank. We also thank
the directors who have retired for their close support.
Mr. A.Waheed Alavi, CEO has resigned. Mr. Alavi has been associated with the bank since its inception. We
wish Mr. Alavi well in his future endeavors and thank him for his contributions in building the Bank from
inception. Mr. Salman Ali Shaikh has been appointed CEO effective December 22, 1996. Mr. Shaikh is a
senior banker with broad experience. We welcome him and look forward to his positive contributions.
Despite our unequivocal commitment to provide only Islamic Banking, we have not been totally successful
in our delivery-especially on fund mobilization. We have been led to believe that many investors do not wish
to participate in true profit & loss accounts. Investors seem to be seeking full security of a bank deposit. We
are not convinced that these generalized observations are correct. We sincerely believe that there is a market
for true Islamic Banking and we have accepted the challenge to be the first truly Islamic Bank in Pakistan.
As a result of our total provisioning, we are looking somewhat tight on our capital requirements. This
tightness is likely to affect our ability to grow total balance sheet, since current SBP rules require 10%
capital adequacy ratio. Again, SBP rules do not recognize that in a true Profit & Loss System (PLS), bank's
capital is not critical, since investors 'in PLS take actual transaction risk. At this point of time we are not in
a position to seek further capital, since the markets are not conducive to right issues. Accordingly, we are
looking into alternative means to facilitate growth of business and enhance the profitability of the bank in
coming years. In the medium term, under current SBP rules, there is no substitute/'or a direct capital increase.
As part of the recent change in management, there will be a new organizational structure focusing on:
- Difficult portfolio and extracting values
- Islamization of activities
- Re-assessing current network and franchise
-  Upgrading staff quality
You will start to see the benefits of these actions in the current fiscal year.
The Board has also decided to change our external auditors. Arthur Anderson are the Group auditors worldwide.
In Pakistan they are represented by Sidat Hyder Qamar Maqbool & Co. Our change is for the fiscal year
ending June 30,1997. We will be seeking your approval at the forthcoming AGM.
As a result of mark to market, our Investment Portfolio has some upside potential, when the stock market
improves. In many cases, current prices are below break-up values of the underlying assets of the companies.
Furthermore, once new laws have been issued for recovery of bad debts, we believe we will have an upside
from our classified portfolio as a result of current provisioning. Both these potentials can only be realized
with time, environmental changes, and focused management efforts.
We foresee difficult days ahead for the banking industry in Pakistan. It is critical that your Bank remains
extremely conservative and prudent in this environment.
Finally, we would like to express our sincere thanks to the Government of the Islamic Republic of Pakistan
and the State Bank of Pakistan for their guidance and close co-operation; to our customers, correspondent
banks, and our sister companies for their continued support, and to the officials and staff of the bank for their
hard and dedicated work.
Thank you.
For and on behalf of the Board of Directors
Khalid Mahmood Bhaimia
Date: December 31, 1996 Chairman
PATTERN OF SHARE HOLDING
AS ON JUNE 30, 1996 FORM 34
NO.OF TOTAL
FROM TO SHAREHOLDERS SHARES HELD
1 100 80 8,000
101 500 970 444,700
501 1000 1,343 1,314,300
1001 5000 563 1,417,700
5001 10000 83 645,400
10001 15000 17 218,900
15001 20000 13 234,500
20001 25000 13 320,000
25001 30000 4 107,500
30001 35000 6 190,200
35001 40000 2 80,000
40001 45000 1 42,500
45001 50000 3 149,000
65001 70000 1 67,000
85001 90000 1 87,500
90001 95000 1 91,400
115001 120000 1 116,400
145001 150000 1 149,900
150001 155000 1 154,700
155001 160000 1 155,500
180001 185000 1 185,000
215001 220000 2 432,900
245001 250000 1 250,000
680001 6850000 1 683,500
1545001 1550000 1 1,550,000
3300001 3305000 1 3,303,500
8595001 8600000 1 18,600,000
----------- -----------
3,113 31,000,000
========== ==========
SHARE HOLDERS NO. OF SHARE TOTAL
HOLDERS SHARES HELD PERCENTAGE
Individuals 3,060 5,185,300 16.73
Financial Institutions 4 61,800 0.20
Public Limited Companies 7 353,800 1.11
Private Limited Companies 6 283,800 0.95
Banking/Investment Companies 16 24,551,300 79.20
Insurance Companies 5 213,700 0.69
Modarabas 11 320,300 1.03
Leasing Companies 3 29,000 0.09
Proprietor/Partnership 1 1,000 0.00
----------- ----------- -----------
3,113 31,000,000 100.00
========== ========== ==========
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of ALTOWFEEK INVESTMENT BANK LIMITED as at
June 30, 1996 and the related profit and loss account and statement of changes in financial position, together
with the notes forming part thereof for, the eighteen months period then ended and we state that we have
obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit and, after due verification thereof, we report that:
a) in our opinion, proper books of account have been kept by the Company as required by the
Companies Ordinance, 1984;
b) in our opinion:
i) the balance sheet and profit and loss account together with the notes thereon have been
drawn up in conformity with the Companies Ordinance, 1984 and are in agreement with the
books of account and are further in accordance with accounting policies consistently applied;
ii) the expenditure incurred during the period was for the purposes of the company's business;
and
iii) the business conducted, investments made and the expenditure incurred during the period
were in accordance with the objects of the Company.
c) in our opinion and to the best of our information and according to the explanations given to us, the
balance sheet, profit and loss account and the statement of changes in financial position, together
with the notes forming part thereof, give the information required by the Companies Ordinance,
1984 in the manner so required and respectively give a true and fair view of the state of the Company's
affairs as at June 30, 1996 and of the loss and the changes in financial position for the period then
ended.
d) in our opinion zakat deductible at source under the Zakat and Ushr Ordinance, 1980, was deducted
by the company and deposited in the Central Zakat Fund established under section 7 of that Ordinance.
BALANCE SHEET AS AT JUNE 30, 1996
(Rupees in thousand)
Note 1996 1994
SHARE CAPITAL AND RESERVES
Authorised capital:
100,000,000 ordinary shares of Rs. 10/- each 1,000,000 1,000,000
========== ==========
Issued, subscribed and paid-up capital:
31,000,000 ordinary shares of Rs. 10/- each
fully paid up in cash 310,000 310,000
RESERVES AND SURPLUS
Reserve for contingencies 3 0 30,000
Statutory reserve 4 25,826 25,826
(Loss)/Unappropriated profit (30,634) 33,092
----------- -----------
(4,808) 88,918
----------- -----------
305,192 398,918
CUSTOMER DEPOSITS - DUE AFTER ONE YEAR 5 77,391 6,492
CURRENT LIABILITIES
Customer deposits - Due within one year 5 2,876,786 2,251,309
Accrued and other liabilities 6 147,233 113,384
Proposed dividend 0 46,500
Unclaimed dividend 93 0
Provision for taxation 12,000 20,536
----------- -----------
3,036,112 2,431,729
COMMITMENTS AND CONTINGENT
LIABILITIES 7 0 0
----------- -----------
3,418,695 2,837,139
========== ==========
The annexed notes form an integral part of these accounts.
AUDITORS' REPORT TO THE MEMBERS IS ANNEXED.
ASSETS
CURRENT ASSETS
Cash and bank balances 8 331,124 166,519
Short term placements 70,000 90,000
Advances, deposits, prepayments and
other receivables 9 234,323 152,218
Investments 2.3& 10 280,426 276,147
Morabaha finance 2.8& 11 2,460,164 2,125,940
----------- -----------
3,376,037 2,810,824
LONG TERM INVESTMENTS 2.3& 12 2,500 12,634
LONG TERM SECURITY DEPOSITS 13 5,198 4,684
DEFERRED TAX ASSET 23,022 0
TANGIBLE FIXED ASSETS 14 11,938 8,997
----------- -----------
3,418,695 2,837,139
========== ==========
PROFIT AND LOSS ACCOUNT
FOR THE 18 MONTHS PERIOD ENDED JUNE 30, 1996
(RS. IN THOUSAND)
1996 1994
Note (18 months) (12 months)
INCOME
Profit on morabaha finance 573,580 284,224
Profit on bank deposits 54,608 22,180
Non fund based income 30,428 13,570
Income from investments:
- Dividends 9,206 12,220
- Income from purchase & resale transactions 3,451 0
- Gain on sale of investments 44,125 29,884
----------- -----------
56,782 42,104
Gain/(loss) on disposal of fixed assets 15 285 (120)
----------- -----------
EXPENSES 715,683 361,958
Return on deposits (577,150) (232,706)
Administrative and operating expenses 16 (55,315) (24,335)
----------- -----------
(632,465) (257,041 )
OPERATING INCOME BEFORE PROVISIONS 83,218 104,917
Provision for doubtful morabaha financing 11 (33,949) 0
Diminution in value of investments 2.3 & 10.2 -124,017 0
----------- -----------
(157,966) 0
----------- -----------
(LOSS)/PROFIT BEFORE TAX (74,748) 104,917
PROVISION FOR TAXATION '- Current year (12,000) 23,022
- Deferred 2.4 (23,200) 0
----------- -----------
11,022 23,022
----------- -----------
(LOSS)/PROFIT AFTER TAX (63,726) 81,717
UNAPPROPRIATED PROFIT BROUGHT FORWARD 33,092 37,218
(LOSS)CARRIED FORWARD/PROFIT ----------- -----------
AVAILABLE FOR APPROPRIATION (30,634) 118,935
APPROPRIATIONS:
Statutory reserve 0 16,343
Reserve for contingencies 3 0 23,000
Proposed dividend @ Rs.Nil (1994: Rs. 1.5) per share 0 46,500
----------- -----------
0 85,843
----------- -----------
(LOSS)/UNAPPROPRIATED PROFIT (30,634) 33,092
========== ==========
The annexed notes form an integral part of these accounts.
STATEMENT OF SOURCES AND APPLICATION OF FUNDS
FOR THE EIGHTEEN MONTHS PERIOD ENDED JUNE 30, 1996
(Rupees in thousand)
1996 1995