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NETWORK LEASING CORPORATION LIMITED
Annual Report 1996
CONTENTS
Management 2
Directors' 'Report 3
Chief Executive's Review 5
Auditors' Report 18
Financial Statements 19
Pattern of Shareholding 31
Company Information 32
Notice of Annual General Meeting 33
MANAGEMENT
Board of Directors
Elias A Sattar
Musaret Siddiqi
Emile HJ Groot Nominee, FMO (Netherlands Development
Finance Company)
Khurshid Hadi Nominee, First Leasing Corporation Ltd.
Yusuf A Sattar
Dr. Mahfooz Ali
Hanif A Sattar
Abdul Qayyum Bux
Asif Siddiqi
Executive Committee
Elias A Sattar
Zaigham M Rizvi Saudi Pak Industrial & Agricultural
Investment Company
Ariful Islam Muslim Commercial Bank
Shahid Shaikh First Leasing Corporation Ltd.
Musaret Siddiqi
Yusuf A Sattar
Asif Siddiqi
Management Team
Asif Siddiqi FCA Managing Director & CEO
Yusuf A Sattar FCMA Executive Director- Finance
Musaret Siddiqi FCA Executive Director- Operations
Shahid A Khan Marketing and Credit
Nadeem Ahmad MBA Finance and Corporate Affairs
Adnan Naseem MBA Client Services
DIRECTORS' REPORT
TO THE SHAREHOLDERS
The directors have pleasure in presenting to the shareholders the results and the Annual
Report for the year ended June 30, 1996.
Financials
Your directors are pleased to report an after tax profit of Rs. 10,058,139 for the
year ended June 30, 1996 and propose that profits be appropriated as under:
1996 1995
Rupees Rupees
(6 Months)
Operating profit 10,218,933 3,356,738
Taxation - current 160,794 873,000
----------- -----------
Profit after tax 10,058,139 2,483,738
Unappropriated profit brought forward 1,986,990 --
----------- -----------
12,045,129 2,483,738
Appropriations:
Transfer to Special Reserve 2,011,628 496,748
Proposed dividend @ 10% 10,000,000 --
----------- -----------
Unappropriated profit carried forward 33,501 1,986,990
=========== ===========
Auditors
The retiring auditors Messrs Ford Rhodes Robson Morrow, Chartered
Accountants, being eligible, offer themselves for re-appointment.
Shareholding pattern
A statement reflecting the pattern of shareholding is attached to the Annual Report.
Acknowledgment
The directors wish to place on record their appreciation for the hard work put in and
dedication displayed by the staff and the management in performance of their duties.
On behalf of the Board
Elias A Sattar
Chairman
Karachi.
10 November 1996
These very small farmers of this village, about 20 kilometers from Moen Jo Daro in the
interior of Sindh, have gotten together and by sheer hard work and tenacity, are beginning
to turn their village into a better place for living, for themselves as well as for their future
generation.
Having an average land holding of about 10 acres and using the primitive methods of
farming, they had little hope of bettering their lives. They were persuaded by Salim (the
first son of the village to have qualified as a lawyer) to form an association and lease a
tractor.
Salim had realized that the ever increasing demand for food due to the population
pressure could only be met by increasing the yield. In order to do so, the farmers need to
have access to modern farming equipment and techniques.
The association has now used the tractor for about 12 months. The additional income
generated through the use of modern techniques has put some smile on the faces of
these farmers.
CHIEF EXECUTIVE'S REVIEW
Overview
The period under review is your company's first full year of commercial operations.
The Annual Report of June 30, 1995 covered an operational period of six months
from January to June 1995.
During the year ending June 30, 1996 the lease investments grew by 55% to over
Rs. 126 million and your company's after tax profit increased by over 100% to
Rs. 10 million.
Sponsors & Shareholders
Your company's sponsors include Muslim Commercial Bank, Saudi Pak Industrial
& Agricultural Investment Company, FMO (Netherlands Development Finance
Company), Faysal Investment Bank, First Leasing Corporation and Industrial
Development Bank of Pakistan.
In addition, Crescent Investment Bank, Pak Libya Holding Company and National
Investment Trust hold equity in the company. The total number of individual
shareholders on June 30, 1996 was 3264.
Corporate Objectives
As stated in the previous Annual Report, this company was formed to provide lease
financing and developmental support services to the small and micro enterprises
(SME) and the cottage and small industries (csI), as its main business.
The reason for procuring this special niche was the result of our comprehensive
study of the economic activities in the country carried out by various sectors. The
surveys quite clearly indicated that the informal small business was the most
dynamic and vibrant sector of our economy. It provides employment to almost 80%
of our working population and produces goods and services for the vast majority of
the people.
We started with the belief that working with the SMEs and CSIs would not only be
economically viable for our company but would also strengthen the most productive
and promising sector of our economy, which works towards raising the income
levels of the people so that they may live their lives with certain amount of dignity.
We are happy to report that our beliefs have been vindicated. We are presently
Tariq started work young at age 14. He worked his way through different tyre repair
shops, petrol stations, stores, engineering work shops and the like. Having gained the
necessary skills in engineering work shops, he, along with this brothers started a small
repair shop in rented premises, in a small back alley in Nital Colony with a very small
investment.
The three brothers worked diligently over the one old lathe machine, repairing and
producing spare parts of motor cycles. As demand for their services and products grew,
they requested us to lease them a larger machine costing Rs. 40,000. This would not
only raise their income by over 50% but also generate employment for the youngest
brother, as he was at the age of entering the job market.
More over, once the second shift starts, Tariq will need to employ two additional workers.
working with hundreds of small and micro clients, spread over the length and breadth
of Pakistan.
They range from the small grocery store in a village run by a widow, to the home
operated art work studio run by a retired man and his two sons.
It has been the beginning of a just and equitable relationship, whereby we are
providing the clients with income generating assets and they are paying us rentals
on market based rates. In return for our respect towards our clients, they have
treated us with utmost affection. This has manifested itself in the remarkable rate
of our recoveries, which continues to be almost 100%.
Leasing Operations
Initial Steps
Ours being the first leasing company purposely formed with the objective of financing
the small and micro enterprises, faced foreseeable problems initially, in reaching
the target sector.
Lack of available data on micro enterprises and hence the question of
identification.
Mostly such units operate from very' small premises and are not visible to
the eye. In order to avoid harassment, no outside signs are displayed. This
problem was overcome by liaising with social organisations and small
business associations in the relevant areas for specific contacts.
In business districts where micro enterprises flourish traditionally, the
problem arose because of the entrepreneurs' apprehension of a new product
by a new company. Only repeated visits by the programme officers convinced
them of the genuine nature of our leasing company, plus of course a cup of
tea at our offices.
Another common apprehension was the sudden interest by an unknown
company in providing them with finance. Since time remembered, their need
was met by the local money lender and the suppliers. Continued interface
and dialogue about the recent establishment of the leasing sector in Pakistan
and targeting of the SME's gradually for overall economic development was
what finally dispelled their initial reserve.
In certain cases there was a genuine apprehension that borrowing money
on interest was against the tenets of Islam and hence could not be endorsed.
They were explained that leasing was introduced by the government as an
Islamic mode of financing, as it involves the payment of rentals on assets
leased and as such no loan was created.
Strategy for Business Development
Currently, we have various marketing units operating in different areas. Every month,
the localities assigned to each unit are revolved. The keyword to our market
approach is our accessibility to each and every business oriented activity. Hence,
no restriction on sector, gender, activity or amount. No minimum or maximum limits
ensure that the lease request is purely need oriented. The market approach with
each new area is to first observe and assess the business activity, formulate
linkages, establish contacts and thus having settled oneself as an environment
friendly individual, to introduce our programme.
Realizing the innovative nature of leasing with reference to the small and micro
businesses and the lack of their exposure to the formal financial sector, the
relationships are established gradually. Due emphasis is laid on Creating linkages
as it not only serves to dispel any apprehensions of the prospective clients but
also helps in the evaluation process.
A major hinderence in our activity is the lack of documentary evidence in support
of the given business. Mostly, the micro entrepreneurs are illiterate and hence unable
to record their transactions. Detailed scrutiny of their business activity and in-depth
questioning leads to the formulation of their financial statements i.e. current balance
sheet and income & expenditure account for previous years as well as an
assessment of the potential cash flow. These Financials are prepared by our
programme officers with the help of interviews with the clients. The cycle is:
Create awareness ............... gives rise to genuine need ....... processing
time ................. correct evaluation.
Emphasis is laid on the productive nature of the asset i.e. it should either enhance
the income generation of the business or reduce its costs directly.
Where more than one asset is requested initially, prospective clients are encouraged
to start off with one and gradually enhance their capacity as they go along.
The sectors which we are engaged in currently include, health, education, fisheries,
agriculture, engineering, printing, garments, manufacturing, video recording, retail
stores (home & others), repair shops, distribution agents, retail kiosks and
professional work.
Health and education have been identified as the two key areas which not only
effect the present but coming generations as well. Consequently, considerable
efforts are directed towards these sectors in all lower income areas. Women and
children are the main beneficiaries in these sectors. Our portfolio includes primary
schools, high schools, technical training institutes, clinics, maternity homes and
small hospitals.
Orangi Town is one of the largest urban under developed area of Asia, with a population
of over 1.2 million. Surprisingly, however the literacy rate in Orangi is about 70%, which
is much higher than the country and even Karachi city's average.
The credit for this achievement goes to the Orangi community. The determination of the
people to provide education for their children lead to the establishment of community
based organisations which sponsored primary and secondary schools.
Faran School is a classic example. Founded on 5 April 1978 in rented premises which
had to be vacated soon after. The dedicated staff and parents erected huts on an open
plot, so as to continue with their aim of providing basic and functional education to their
children. The school witnessed untold difficulties in its initial stages, when even these
huts were dismantled.
However the will to survive endured. Today, Faran High School consists of 20 class
rooms with an equipped science laboratory and a computer training centre. In order to
provide technical education, Faran has leased equipment and computers.
The school has a population of over 2000 students with an almost equal ratio between
boys and girls. It runs in two shifts. Morning for boys and afternoon for girls.
Faran Educational Society is instrumental in the spread of education in the area through
the establishment of similar community based schools.
Recoveries
Our recoveries continue to be almost 100%. This has given us considerable strength.
However, our initial lease contracts have still another 2 years to go and therefore
the repayment pattern in the third year will be watched very carefully.
The instances of late payments have occurred in two areas. Some schools could
not make the repayments in time due to serious disturbances in Karachi last year
and had asked for more time. They are now making payments regularly. The other
was with the fishermen, who also have asked for more time. The reason being the
exceptionally poor fishing season for the last period i.e. September 1995 to April
1996. The fishermen have also started making the repayments.
The entire amount of the arrears of over 3 months was under Rs. 200,000 which is
0.16% of the total outstanding.
Women Division
In order to gain easier access and provide personalised service, the Women Division
is being developed for serving women entrepreneurs. This Division is to be managed
by an all female staff and has its own premises adjacent to the main offices.
This is a three tier programme:
Women with established businesses e.g. boutiques, bakeries, garments
(ladies / children wear ), stitching units, clinics, maternity homes, schools,
technical centres, catering etc. Also professional women such as lawyers,
doctors, teachers, accountants, journalists, consultants, and others, who
require financing for assets to be used in their profession.
Semi-skilled women engaged in income generation activity from their homes;
"The Invisible Women". They have no access to funds for either fixed or
working capital purposes, and are at the mercy of unscrupulous money
lenders. The added burden is of the exploitative middle men who buy the
goods from such women at the rock bottom prices. The women suffer on all
accounts i.e. lack of business and marketing techniques, lack of access to
formal sector funds and direct approach to the market place. They are unable
to upgrade their skills and hence their earning capacity.
For such women, in addition to financing assets, it is essential to organize
periodic training sessions, where due emphasis is put on the necessary
elements.
In this category are also placed those women who have recently acquired a
particular skill from a polytechnic or a training institution. They now have to
Unable to continue his education, Mustafa joined his father in running the small store
adjacent to the Karachi Harbour at Kaemari. The store dealt in oils for fuel and repair
works, to the heavy vehicle traffic there.
Over the years Mustafa learnt the trade and gradually took over the management of the
shop from his father
Being an enterprising young man, he realized the potential in keeping a photocopy
machine at his store. This would cater to the people who had to go far for getting copies
made of shipping documents. The additional income would come in very handy. He thus
approached us for leasing a photocopy machine for Rs. 45,000.
Mustafa has a smile for us, whenever we pay him a visit.
learn how to actually go about employing their skill in an income generating
activity.
We have so far, financed women engaged in making ice lollies, stitching
garments, embroidery works, home grocery stores, food processing and
professional work.
Cases in process include women engaged in activities ranging from making
leather waste goods, block printing, detergent making, candle making,
cosmetics and food processing. The asset cost is in the range of Rs. 5000
to Rs. 40,000.
We are in the process of developing training programmes which will be
conducted in various locations. The skills identified for development will be
in accordance with the needs of the local environment.
We feel that such programmes will serve the dual purpose of helping us to
identify and reach such women and help in the expansion and development
of their business. Likewise, we will also learn from dealing more closely with
them.
The unskilled woman.
At the grass root level, there are innumerable unskilled women. Special
efforts will be made to attract and conduct extra training programmes for
them on a periodic basis. They being completely new to any income
generation activity, we will endeavour to identify simple trades, take them on
market surveys and give them some very basic training in cash management.
Geographical Expansion
Lahore Office
Our Lahore Office has been established and is now fully functional.
The small enterprise sector is very active in the Punjab. Considerable economic
activity is being carried on in the urban as well as the rural areas, especially in and
around Lahore, Sialkot, Gujranwala, Faislabad, Gujrat, Wazirabad and several other
places.
The Lahore Office over a period of time will cater to the needs of these areas. The
initial response has been overwhelming but we are adopting a cautious approach
in order to build the business gradually.
Peshawar Office
The Peshawar office is under establishment and will start operation as soon as we
receive the necessary permission from the State Bank of Pakistan.
Resource Mobilisation
After utilizing our own capital, we first arranged credit lines from ANZ Grindlays
Bank and Pak Libya Holding Company. Since our normal lease period is 3 years,
we requested the two lenders for long term funds, to which, both very kindlyagreed.
In March 1996 the Swiss Agency for Development & Cooperation (SDC), the
Government of Switzerland extended a five year credit, for small and micro
enterprises, with one year grace period for capital and six month's grace for mark-
up. SDC very kindly, are also providing technical assistance over a two year period,
for institutional strengthening and capacity building.
We have recently started negotiations with an investment bank for raising sufficient
funds on the basis of securitization of our receivables. The amount raised will be
adequate for our short term needs since the average amount of our lease
disbursement is rather modest. Negotiations are continuing with the World Bank
and the Asian Development Bank for long term credits (upto 10 years), under their
small and micro enterprise allocations for Pakistan. We will be entitled to formally
apply for these multilateral funds once we complete the first two years of operations.
Human Resource Development
Being a service oriented institution, our main strength lies with the dedicated men
and women who are working with us. Their well being, their professional
advancement and development is vital for the organization's success.
Since the opportunities for training to deal with small entrepreneurs are not available
in Pakistan, arrangements have been made through the good offices of FMO to
train our staff in the Philippines and Indonesia.
Under the technical assistance programme of SDC' our staff at various levels are
periodically being trained at Planters Development Bank, Manila. Similar
programmes will soon start with Bank Dagang Bali. These two very fine institutions
have been in micro finance business for over two decades. In addition, the staff
are trained in house on an on-going basis and are encouraged to attend the relevant
seminars and meetings in Pakistan.
Networking with other Micorcredit related Institutions.
Grameen Bank- Bangladesh
In November 1995 we established our first contact with Grameen Bank,
when we visited Bangladesh.
Professor Mohammad Yunus, the founder of Grameen Bank, very kindly
offered us his cooperation in familiarising us with the Grameen credit
operations. Visits were arranged for us to study their workings in the
villages. It was an extremely re-assuring experience to witness the
viability of credits as small as Taka 100 (apx. Rs. 85)
Again in September 1996, during the Microcredit Summit Preparatory
Meetings in Washington, Professor Yunus re-iterated his genuine desire
to extend to us all cooperation in the fields of credit evaluation, monitoring,
documentation and dissemination of best practices. Grameen Bank is
also considering the possibility of introducing the leasing instrument in
the urban and semi urban areas of Bangladesh.
Women's World Banking (WWB)
WWB works with the UN agencies around the world for providing linkages
for financing women enterprises.
They found that our company was probably the only institution in the world
that was using the leasing instrument for collateral free credit to the micro
enterprises.
In a report prepared for UNDP on the financial instruments development
in Africa, WWB have used Network Leasing as an example of microcredit
delivery system.
Microcredit Summit
With the support of various governments, the UN agencies, the World Bank,
Citibank, private associations and Grameen Bank, the first ever Microcredit Summit
is due to be held in February 1997. The goal of the Summit is to identify and adopt
ways and means for providing credit for self employment to 100 million of the very
small entrepreneurs throughout the world, by the year 2005. The estimated amount
for such credit over the next ten years is USS 22 billion.
A preparatory meeting of microcredit practioners and other institutions connected
with micro finance was held in Washington DC in September 1996. The purpose of
the meeting was to get the input from all the concerned entities in order to draw up
a practical plan for raising the funds and reaching the 100 million micro
entrepreneurs. The deliberations of the preparatory meeting are being documented
to be finalised at the Summit in February 1997.
As a microcredit practitioner, our company has joined the Council of Practitioners
of the Summit.
Our endeavour at the preparatory meeting was to highlight the role that the leasing
instrument can play in the collateral free financing for the very small entrepreneurs.
A great deal of input for the Summit goal as well as the detailed methodology has
come from Professor Yunus of Grameen Bank.
Acknowledgment with gratitude
We deeply value the kindness and greatly appreciate the support extended to us
by the sponsoring institutions, the other institutional equity holders and the lenders.
We also acknowledge with deep gratitude the participation of the general public in
our venture. Our special thanks to our clients, for it is they who we owe our
operations to and the service of whom is our objective.
We take this opportunity to thank the Corporate Law Authority for their continued
support and understanding. Our thanks also to the State Bank of Pakistan for their
valuable advice and guidance.
Asif Siddiqi
Karachi.
10 November 1996
F I N A N C I A L S
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Network Leasing Corporation
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 year 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 the 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 the accounting policies
consistently applied, except for the change as stated in note 2.2 with
which we concur;
(ii) the expenditure incurred during the year was for the purpose of the
  company's business; and
(iii) the business conducted, investments made and the expenditure
incurred during the year were in accordance with the objects of the
company;
(c) in our opinion and to the best of our information and according to the
  explanations given to us, the balance sheet and 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 profit and the
  changes in financial position for the year then ended; and
(d) in our opinion, no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980.
Ford Rhodes Robson Morrow
Chartered Accountants
Karachi
October 30, 1996
BALANCE SHEET AS AT JUNE 30, 1996
Note 1996 1995
Rupees Rupees
Assets
Operating Fixed Assets-Tangible 3 12,684,301 3,644,298
Investment in Leases
Minimum lease payments receivable 153,524,895 91,450,135
Residual value of leased assets 13,220,733 6,180,467
------------------------
166,745,628 97,630,602
Unearned finance income (40,487,500) (27,360,042)
------------------------
Net investment in leases 126,258,128 70,270,560
Current portion of net investment in leases (31,199,994) (12,078,756)
------------------------
95,058,134 58,191,804
Less: provision for potential lease losses 4 (631,290) --
------------------------
94,426,844 58,191,804
Long Term Deposits and Prepayments 5 195,665 235,750
Deferred Costs 6 4,843,195 5,557,628
Current Assets
Current portion of net investment in leases 31,199,994 12,078,756
Short term investments 7 10,700,000 24,300,000
Short term finance 8 -- 5,000,000
Advances, deposits, prepayments and
other receivables 9 3,209,202 1,956,680
Cash and bank balances 10 10,632,379 3,845,992
------------------------
55,741,575 47,181,428
------------------------
167,891,580 114,810,908
============ ============
Capital and Reserves
Authorised
20,000,000 (1 995: 10,000,000)ordinary shares 200,000,000 100,000,000
============ ============
of Rs. 10 each
Issued, subscribed and paid-up capital 11 100,000,000 100,000,000
Reserves 12 2,541,877 2,483,738
------------------------
102,541,877 102,483,738
Long Term Finance 13 31,828,968 --
Obligation Under Finance Lease 14 251,032 102,550
Long Term Deposits 15 12,281,317 5,599,886
Current Liabilities
current portion of long term finance 6,921,032 --
urgent portion of obligation under finance lease 168,456 37,676
Creditors, accrued expenses and 
other liabilities 16 3,641,884 6,079,187
Provision for taxation - net 257,014 507,871
Proposed dividend 10,000,000 --
------------------------
20,988,386 6,624,734
Contingencies and Commitments 17
------------------------
167,891,580 114,810,908
============ ============
The annexed notes form an integral part of these accounts
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 1996
Note 1996 1995
Rupees Rupees
(6 Months)
Income
Income from leasing operations 18 19,651,511 1,496,976
Other Income 19 3,531,323 5,731,116
------------------------
23,182,834 7,228,092
Expenditure
Administrative and operating expenses 20 9,274,754 3,244,853
Amortization of deferred costs 1,785,226 617,514
Financial charges 21 1,272,631 8,987
Provision for potential lease losses 631,290 --
------------------------
12,963,901 3,871,354
------------------------
Operating profit for the year 10,218,933 3,356,738
Taxation - current 22 160,794 873,000
------------------------
Profit for the year 10,058,139 2,483,738
Unappropriated profit brought forward 1,986,990 --
------------------------
Profit available for appropriation 12,045,129 2,483,738
Appropriations
Transfer to special reserve 2,011,628 496,748
Proposed dividend @ 10% (1995: NIL) 10,000,000 --
------------------------
Unappropriated profit carried forward 33,501 1,986,990
========================
The annexed notes form an integral part of these accounts.
STATEMENT OF CHANGES IN FINANCIAL POSITION
(CASH FLOW STATEMENT)
FOR THE YEAR ENDED JUNE 30, 1996
1996 1995
Rupees Rupees
(6 Months)
Cash flows from operating activities
Profit before taxation 10,218,933 3,356,738
Adjustment for
Depreciation 864,704 254,053
Amortization of deferred costs 1,785,226 617,514
Provision for potential lease losses 631,290 --
------------------------
Profit before working capital changes 13,500,153 4,228,305
Decrease/(increase) in short term investments 13,600,000 (4,000,000)
Decrease/(increase) in short term finance 5,000,000 (5,000,000)
(Increase) in short term advances, deposits,
prepayments and other receivables (1,252,522) (1,685,142)
Increase in current portion of obligation
under finance lease and tong term finance 7,051,812 37,676
(Decrease)/increase in creditors, accrued and
other liabilities (2,437,303) 6,059,187
------------------------
Cash generated from operations 35,462,140 (359,974)
Income tax (411,651) (365,129)
------------------------
Net cash from operating activities 35,050,489 (725,103)
------------------------
Cash flows from investing activities
Purchase of fixed assets (9,904,707) (3,627,251)
Net investment in leases (net of repayments) (55,987,568) (70,270,560)
------------------------
Net cash used in investing activities (65,892,275) (73,897,811)
------------------------
Cash flow from financing activities
Long term deposits and prepayments 40,085 (235,750)
Deferred costs (1,070,793) (3,896,789)
Long term deposits 6,681,431 5,599,886
Obligation under finance lease 148,482 102,550
Long term finance 31,828,968 --
Proceeds from issuance of share capital -- 66,000,000
------------------------
Net cash from financing activities 37,628,173 67,569,897
------------------------
Net increase/(decrease)in cash 6,786,387 (7,053,017)
Cash at beginning of the year 3,845,992 10,899,009
------------------------
Cash at end of the year 10,632,379 3,845,992
========================
NOTES TO THE ACCOUNTS
FOR THE YEAR ENDED JUNE 30, 1996
1. The Company and its Operations
The company was incorporated on August 19, 1993. Commercial operation
effectively began in January 1995. The company is listed on the Karachi, Lahore
and Islamabad Stock Exchanges and is principally engaged in lease financing
of assets.
2. Significant Accounting Policies
2.1 Accounting Convention
These accounts have been prepared under historical cost convention.
2.2 Revenue Recognition
Lease income
The company follows the financing method in accounting for recognition
of lease income. Under this method the unearned lease income, that is
the excess of aggregate lease rental and estimated residual value over
the cost of leased asset, is taken to income over the term of lease. However
from the current year, to more accurately match income and expenditure,
a portion of unearned lease income approximating the costs incurred in
writing the lease, is taken to "income from leasing" at the time of execution
of the lease. The remainder of unearned lease income is taken to income
over the term of the lease, so as to produce a systematic return on net
investment in leases. Income pertaining to the periods falling between
rentals due and the year end is recognised on an accrual basis (See note
2.9)
Other income
Return on bank deposits, advances to financial institutions, certificates
of investments, front end fees and documentation charges are recognized
on an accrual basis.
2.3 Taxation
Current
Income for the purpose of computing current taxation is determined under
the provisions of tax law whereby lease income received or receivable
are deemed to be income. Provision for taxation is thus based on income
determined in accordance with the requirements of the tax law.
Deferred
The company accounts for deferred taxation using the liability method on
timing differences arising from using different methods in the recognition
of lease income for tax and accounting purposes, as well as for all other
significant timing differences. However, deferred taxation is not provided
if it can be established with reasonable probability that these timing
differences will not reverse in the foreseeable future.
2.4 Fixed Assets and Depreciation
Owned
Fixed assets are stated at cost less accumulated depreciation.
Depreciation is charged to income applying the straight line method,
whereby the cost of an asset is written-off over its useful life at the rates
specified in the note 3 to the accounts. Major renewals during the year
are capitalised.
Leased
Fixed assets acquired through finance lease are included as tangible fixed
assets. The outstanding obligation under lease, less finance charges
allocated to future periods are shown as a liability. The financial charge is
calculated at the mark-up rate implicit in the lease. Depreciation is charged
at the rates which are used for the owned assets.
2.5 Deferred Costs
Deferred costs are amortized over a period of five years from the period
of their incurrance, except for arrangement fees for leases which are
amortized over the term of the lease.
2.6 Provision for Potential Lease Losses
The provision for potential lease losses is maintained at a level which, in
the judgement of the management, is adequate to provide for potential
losses on lease portfolio that can be reasonably anticipated.
2.7 Staff Retirement Benefits
The company operates a contributory provident fund for all its confirmed
employees. Contributions are made by the company and the employees
in accordance with the rules of the fund.
2.8 Short Term Investments
These are stated at lower of cost and market value.
2.9 Effects of Change in Accounting Policies
The net effect of change shown in note 2.2 above has been to increase
the current year's proht by Rs. 2,506,928
3. Operating Fixed Assets-Tangible
cost as at Additions Cost as at Accumulated Written Depreciation
July 1, during the June 30, depreciation down value Rate charge
1995 year 1996 as at as at % for the
Year
June 30,1996 June 30, 1996
Rupees Rupees Rupees Rupees Rupees Rupees
Owned
Office Premises -- 7,568,885 7,560,885 59,750 7,500,335 2.50 59,750
Furniture & Fixtures 1,222,420 454,347 1,676,767 204,268 1,472,499 10 143,147
Leasehold Improvements 690,020 -- 690,020 103,503 586,517 10 69,002
Computers 221,300 394,875 616,175 89,442 526,733 20 78,377
Office Equipment 433,399 24,950 458,349 65,797 392,552 10 44,127
Motor Vehicles 1,182,712 1,055,600 2,238,312 493,083 1,745,229 20 374,812
------------ ------------ ------------ ------------ ------------ ------------ ------------
Sub Total 3,749,851 9,489,857 13,239,708 1,015,843 12,223,865 769,215
Leased
Equipment 148,500 -- 148,500 22,275 126,225 10 14,850
Computers -- 139,850 139,850 25,639 114,211 20 25,639
Motor Vehicles -- 275,000 275,000 55,000 220,000 20 55,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
1996 3,898,351 9,904,707 13,803,058 1,118,757 12,684,301 864,704
=========== =========== =========== =========== =========== =========== ===========
1995 271,100 3,627,251 3,898,351 254,053 3,644,298 254,053
=========== =========== =========== =========== =========== =========== ===========
4. Provision for Potential Lease Losses
Provision for potential lease losses is made in accordance with the accounting policies
stated in note 2.6 for the current year. However, in accordance with the State Bank
of Pakistan prudential regulations governing Non-Banking Financial Institutions, there
were no bad or doubtful debts as at June 30,1996.
1996 1995
Rupees Rupees
5. Long Term Deposits and Prepayments
Security deposits 111,080 --
Lease key money 56,335 14,850
Other deposits 28,250 20,900
Prepayments -- 200,000
------------ ------------
195,665 235,750
============ ============
6. Deferred Costs
Registration fee and company formation expenses 315,840 165,840
Equity placement, arrangement and administration fee 585,628 585,628
Underwriters' commission 1,928,850 1,928,850
Brokers' and bankers' commission 752,614 753,379
Share issue expenses 1,507,180 1,507,180
Net pre-operating expenses 1,234,265 1,234,265
Arrangement fee for leases 921,558 --
------------ ------------
7,245,935 6,175,142
Amortization -todate (2,402,740) (617,514)
------------ ------------
4,843,195 5,557,628
============ ============
The above costs have been carried forward as it confers the benefit of the same to
future years.
1996 1995
Rupees Rupees
7. Short Term Investments
Government securities 7.1 700,000 700,000
Certificates of deposit 7.2 10,000,000 23,600,000
------------ ------------
10,700,000 24,300,000
============ ============
7.1 This represents federal investment bonds which have been purchased to
  comply with the relevant provisions of the State Bank of Pakistan for
  Non-Banking Financial Institution. The rate of return on the above is 15% per
  annum.
7.2 These represent certificates of deposit issued by PICIC with a rate of return
at 13% per annum.
8. Short Term Finance - Considered good -- 5,000,000
============ ============
1996 1995
Rupees Rupees
9. Advances, Deposits, Prepayments and
Other Receivables
Advances - Unsecured, Considered good
Professional fee -- 5,000
To staff for expenses 207,109 1,000
Deposits 1,250 1,250
Prepayments 930,876 407,363
Other Receivables
Accrued income/return on
-- Short term investments 211,652 464,638
-- Deposit accounts 264,767 531,041
-- PLS accounts 500,055 355,277
Reimbursible expenses 9.1 1,037,961 --
Others 55,532 191,111
------------ ------------
3,209,202 1,956,680
============ ============
9.1 This represents amount recoverable on account of small and micro
enterprise training and development cost.
1996 1995
Rupees Rupees
10. Cash and Bank Balances
At banks
-- in current accounts 100,614 1,326,778
--in PLS accounts 6,480,603 2,503,506
--in special account with SBP 50,000 --
Deposit account with a financial institution 4,000,000 --
Cash in hand 1,162 15,708
------------ ------------
10,632,379 3,845,992
============ ============
11. Issued, Subscribed and Paid-up Capital
10,000,000 (1995: 10,000,000) ordinary shares 100,000,000 100,000,000
of Rs. 10 each fully paid in cash
Under the terms of the loan agreement, SDC shall have an option to convert at
any time during the period of five years from the date of full disbursement of the
loan an aggregate amount of upto Rs. 10,000,000 of the principal amount of the
loan into fully paid-up shares of the company ranking pari passu in all respects
with the shares already issued by the company at the time of the exercise of the
option. In terms of the investment, the shares are to be issued to SDC, at the
break-up value per share of the company at the time when the option for conversion
is exercised by SDC. (See note 13.1)
1996 1995
Rupees Rupees
12. Reserves
Capital reserve
Special reserve 12.1
Balance at beginning of the year 496,748 --
Transfered from profit and loss account 2,011,628 496,748
------------ ------------
Balance at end of the year 2,508,376 496,748
Revenue reserve
Unappropriated profit 33,501 1,986,990
------------ ------------
2,541,877 2,483,738
============ ============
12.1 The special reserve represents profit set aside as required under the
  relevant provision of State Bank of Pakistan rules for Non-Banking
  Financial Institutions.
13. Long Term Finance
Swiss Agency for Development and 13.1 22,500,000 --
Cooperation. (SDC)
Pak Libya Holding Company (Pvt.) Ltd. 13.2 10,000,000 --
ANZ Grindlays Bank plc. 13.3 6,250,000 --
------------ ------------
38,750,000 --
Less: Current portion (6,921,032) --
------------ ------------
31,828,968 --
============ ============
13.1 The above loan has been obtained from a development agency specifically
  for small and micro enterprises, at a mark-up rate of 14% per annum. The
  loan is secured by charge on leased assets and is repayable in eight
  semi-annual equal instalments commencing from March 15, 1997. Swiss
  agency for Development and Cooperation has the option to convert part of
  its loan into equity as explained in note 11.
13.2 The above loan has been obtained from a financial institution at a mark- up
  rate of 20% per annum. The loan is secured by charge on leased assets and
  is repayable in fourteen unequal quarterly instalments commencing from
  October 15, 1996.
13.3 The above loan has been obtained from a bank at a mark- up rate of 17% per
  annum. The loan is secured by charge on leased assets and is repayable in
  six semi-annual equal instalments commencing from May 13, 1996.
14. Obligation Under Finance Lease
14.1 These obligations represent acquisition of equipment under finance lease
  facility. The rate of mark- up implicit in the lease payments is 21% per annum
  and is payable in equal monthly instalments.
14.2 The aggregate future minimum lease payments to which the company is committed
  under the lease agreement and the period in which they will become due are as
  follows:
1996 1995
Rupees Rupees
Years ending June 30
1996 -- 60,144
1997 226,092 60,144
1998 253,406 59,958
1999 18,629 --
------------ ------------
498,127 180,246
(78,639) (40,020)
------------ ------------
419,488 140,226
(168,456) (37,676)
------------ ------------
251,032 102,550
============ ============
15. Long Term Deposits
These represent security deposits received against lease contracts and are repayable/
adjustable at the expiry/termination of the respective leases. There are no maturities of
these deposits within the next year.
16. Creditors, Accrued Expenses and
Other Liabilities
Sundry creditors 16.1 223,692 3,174,794
Withholding tax payable 105,199 670,287
Lease rentals received in advance 2,699,576 2,119,827
Finance charges on long term finance - secured 421,918 --
Provident Fund payable · 53,710 40,454
Other Liabilities 137,789 73,825
------------ ------------
3,641,884 6,079,187
============ ============
16.1 These include an amount of Rs. 187,127 (1995: Rs. 2,992,394) due to a
  lessee.
17. Contingencies and Commitments
Contingencies
In finalising the Corporation's assessment for the assessment year 1995-96 the Income
Tax Officer disallowed certain expenses resulting in an additional tax liability of Rs.
549,371. The Company has filed an appeal before Commissioner of Income Tax. No
provision has been made for the additional liability in these accounts as the management
anticipates a favourable outcome.
Commitments
1996 1995
Rupees Rupees
for lease financing 2,853,663 468,000
============ ============
1996 1995
Rupees Rupees
(6 Months)
18. Income From Leasing Operation
Income from lease contracts 19,058,918 1,094,457
Front end fee 530,377 402,519
Commitment charges 62,216 --
------------ ------------
19,651,511 1,496,976
============ ============
19. Other Income
Return on deposit accounts 264,767 2,679,645
Return on PLS accounts 760,443 373,702
Return on short term investments 2,189,861 1,734,553
Return on short term finances 19.10 76,027 735,616
Gain on sale of shares 189,000 207,600
Gain on exchange 51,225 --
------------ ------------
3,531,323 5,731,116
============ ============
19.1 This represents income earned on a musharika arrangement with an
  associated undertaking.
20. Administrative and Operating Expenses
Salaries and benefits 5,291,160 1,977,725
Staff welfare  16,319  66,397
Rent, rates and taxes  287,454  155,150
Travelling and conveyance  227,372  162,408
Vehicle running expenses  493,061  134,310
Utilities  295,172  117,612
Entertainment  176,329  41,369
Subscriptions 141,874 42,908
Printing and stationery 298,936 64,985
Postage and courier 57,816 19,583
Legal and professional charges 222,825 64,692
Auditors' remuneration 20.1 105,544 45,642
Office repairs and maintenance 99,246 36,602
Advertisement and promotional expenses 59,650 37,458
Insurance 43,467 1,000
Depreciation 864,704 254,053
Direct cost of leases 454,273 15,336
Other expenses 139,552 7,623
------------------------
20.2 9,274,754 3,244,853
========================
20.1 Auditors' Remuneration
Audit fee 50,000 30,000
Statutory audit fee -- 10,000
Special audit fee 35,000 --
Tax consultancy
Out of pocket expenses 6,794 642
Other services 2,750 5,000
------------------------
105,544 45,642
========================
20.2 These are stated net of Rs. 2,400,000 (1995: NIL) already reimbursed and
  Rs. 437,961 (1995: NIL) to be reimbursed on account of small and micro
  enterprise training and development cost.
1996 1995
Rupees Rupees
21. Financial Charges
Mark-up on long term finance 1,172,398 --
Mark-up on finance lease 85,854 6,762
Bank charges and commission 14,379 2,225
------------------------
21.1 1,272,631 8,987
========================
21.1 These are stated net of Rs. 600,000 (1995: NIL) recoverable on account of
  small and micro enterprise training and development cost.
22. Taxation
Provision for current taxation for the current year has been made on the basis of
minimum tax under Section 80 D of the Income Tax Ordinance, 1979.
Deferred taxation arisingdue to timing difference computed under the liability
method is estimated at Rs. 12.960 million (1995: Rs. 8.736 million) of which
Rs. 4.952 million (1995: Rs. 8.736 million) is in respect of the current year.
The liability for deferred taxation is not likely to reverse in the foreseeable future
and accordingly, no provision for deferred taxation has been made in these
accounts.
23. Remuneration of the Chief Executive and the Executives
The aggregate amount of expenditure included in the accounts for the year in respect
of remuneration, including benefits to the Chief Executive and Executives of the
company are as follows:
         1996           1995
Chief   Chief
Executive  Executives Total Executive  Executives Total
Rupees Rupees Rupees Rupees Rupees Rupees
Managerial Remuneration  648,000 1,723,723 2,371,723 648,000 960,000 1,608,000
Allowances 312,000 848,100 1,160,100 338,997 483,366 822,363
Contributory Provident Fund  64,800 169,590 234,390 16,200 36,000 52,200
----------- ----------- ----------- ----------- ----------- -----------
1,024,800 2,741,413 3,766,213 1,003,197 1,479,366 2,482,563
=========== =========== =========== =========== =========== ===========
Number of Persons 1 5 6 1 3 4
The Chief Executive and the Executives are entitled to use company maintained
cars, and are covered for medical and life insurance. No remuneration was paid to
directors for attending board meetings.
1996 1995
Rupees Rupees
24. Transactions With Associated Undertaking
Purchase of office equipment -- 136,000
Investment income receivable -- 365,753
Recoverable expenses -- 44,899
Short term finance -- 10,000,000
Return on short term finance 76,027 735,616
Arrangement fee 209,552 --
25. General
25.1 Previous year figures have been rearranged wherever necessary for the
  purpose of comparison.
25.2 Figures have been rounded off to the nearest rupee.
PATTERN OF SHAREHOLDING AS AT JUNE 30 1996
Number Share Total
of holding Shares
Shareholders From To Held
48 1 -- 100 4,800
3497 101 -- 500 1,747,700
25 501 -- 1000 23,800
21 1001 -- 5000 70,500
15 5001 -- 10000 139,200
2 10001 -- 15000 25,700
7 15001 -- 20000 120,500
1 30001 -- 35000 31,200
2 40001 -- 45000 87,500
4 45001 -- 50000 200,000
1 60001 -- 65000 61,000
1 95001 -- 100000 100,000
2 245001 -- 253000 500,000
1 495001 -- 500000 500,000
1 535001 -- 540000 539,500
1 540001 -- 545000 542,500
2 660001 -- 665000 1,328,700
1 845001 -- 850000 850,000
1 995001 -- 1000000 1,000,000
1 1040001 -- 1045000 1,042,500
1 1080001 -- 1085000 1,084,900
----------- ----------- ----------- ----------- ----------- -----------
3635 10,000,000
----------- ----------- ----------- ----------- ----------- -----------
Categories Number Total
of of Share- Shares Percentage
Shareholders holders Held
1 Individual 3624 4,375,100 43.75
2 Investment Companies 4 2,877,400 28.77
3 Insurance Companies 1 4,500 0.05
4 Joint Stock Companies 2 250,500 2.50
5 Financial Institutions 3 1,642,500 16.43
6 Foreign Bank 1 8501000 8.50
----------- ----------- ----------- ----------- ----------- -----------
3635 10,000,000 100.00
----------- ----------- ----------- ----------- ----------- -----------
COMPANY INFORMATION
Registered and Head Office
301-302 Gul Tower
I.I. Chundrigar Road
Karachi-74000
Pakistan.
Telephones : 242-4655, 242-4616, 242-4639
Telefax : (92-21) 242-5366, 244-3547
e-mail : micleas@biruni.erum.com.pk
Lahore Office: 67-A/2, Gulberg III, Lahore.
Telephone : (042) 575-0429
Telefax : (042) 571-1919
Bankers
Muslim Commercial Bank
ANZ Grindlays Bank
Bank of America
Standard Chartered Bank
ABN-AMRO Bank
Auditors
Ford Rhodes Robson Morrow
Chartered Accountants
Legal Advisors
K. Salahuddin
Advocates
High Court & Supreme Court
Stock Exchange Consultants
Sirajuddin Cassim
Stock Brokers and Corporate Consultants
NOTICE OF THE ANNUAL GENERAL MEETING
Notice is hereby given that the Third Annual General Meeting of Network Leasing
Corporation Limited will be held at Beach Luxury Hotel, Moulvi Tamizuddin Khan Road,
Karachi, on 11 December 1996, at 10.00 a.m. to transact the following business:
1. To confirm the Minutes of the Second Annual General Meeting held on 25
November 1995.
2. To receive, consider and adopt the Audited Accounts of the Company for the
year ended June 30, 1996, together with the Directors and Auditors Reports
thereon.
3. To approve the payment of 10% cash dividend (Re. 1.00 per share) as
recommended by the Board of Directors, for the year ended June 30, 1996.
4. To appoint auditors and fix their remuneration. The present auditors, Ford Rhodes
Robson Morrow, Chartered Accountants, retire and being eligible, offer
themselves for re-appointment.
5. To transact any other business with the permission of the Chairman.
By Order of the Board
    Yusuf A. Sattar
Company Secretary
Karachi.
17 November 1996.
Notes:
a) The Share Transfer Books of the Company will remain closed from 5
December 1996 to 12 December 1996 (both days inclusive).
b) A member entitled to attend and vote at the meeting may appoint another
  member as his/her proxy to attend and vote on his/her behalf. Proxies, in
  order to be effective, must be received at the Registered Office of the
  Corporation duly stamped, signed and witnessed, not later than 48 hours
  before the meeting.
c) Members are requested to notify any changes in their addresses immediately.
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