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ORIX LEASING PAKISTAN LIMITED
(Annual report for the year ended June 30, 1996)
CONTENTS
Company Information 4
Financial Highlights of the Company 6
ORIX Corporation, Japan - Group Profile 7
Oman ORIX Leasing Company SAOG (OOL) 9
Notice of Meeting 10
Report of the Directors 12
Auditors' Report 15
Balance Sheet 16
Profit and Loss Account 17
Statement of Changes in Financial Position 18
Notes to the Accounts 19
Pattern of Shareholding 35
ORIX Group Directory 37
COMPANY INFORMATION
BOARD OF DIRECTORS (alternate Mr. Takafumi Kanda) Chairman
Mr. Yoshihiko Miyauchi (alternate Mr. Hiromi Kobayashi)
Mr. Yoshiaki Ishida
Mr. Takeshi Sato
Mr. Shakirullah Durrani
Mr. Rauf Ahmed Shamsi
Mr. Khurshid Hadi
Mr. I. H. Shamsi
Mr. Humayun Murad Managing Director & Chief Executive
COMPANY SECRETARY
Mr. S. Saeed Reza
BANKERS AND LENDING INSTITUTIONS
Bankers
ABN AMRO Bank
Al Faysal Investment Bank Limited
Allied Bank of Pakistan Limited
American Express Bank Ltd
ANZ Grindlays Bank plc
Banque Indosuez
Citicorp Investment Bank Limited
Deutsche Bank A.G.
Faysal Bank Limited
First International Investment Bank Limited
Oman International Bank, SAOG
Standard Chartered Bank
Societe Generale, The French and International Bank
The Bank of Tokyo-Mitsubishi Limited
Lending Institutions
Asian Development Bank
Asian Finance and Investment Corporation Limited
Bankers Equity Limited
F. M. O., The Netherlands
International Bank for Reconstruction and Development
International Finance Corporation
Pakistan Kuwait Investment Company (Private) Limited
Saudi Pak Industrial & Agricultural Investment Company (Private) Limited
AUDITORS
Sidat Hyder Qamar Maqbool & Co., Chartered Accountants
LEGAL ADVISORS
Mansoor Ahmad Khan & Co.
Walker Martineau & Saleem
REGISTRARS AND SHARE TRANSFER OFFICE
Noble Computer Services (Private) Limited
2nd Floor, Al-Manzoor Building,
Dr. Ziauddin Ahmed Road, Karachi.
REGISTERED OFFICE & HEAD OFFICE
Overseas Investors Chamber of Commerce Building,
Talpur Road, Karachi-74000
Tel: 2426020-9 Fax: 2425897 Telex 20104 ORIX PK
BRANCH OFFICES AT
Lahore
State Life Building, Sir Aga Khan III Road (Davis Road), Lahore-54000.
Tel: 6369946, 6301527, 6302620, 6304258 and 6302897
Fax: 6305024
Faisalabad
3rd Floor, Ahmed Plaza, Bilal Road, Faisalabad.
Tel: 633926 and 633927
Fax: 613936
Sialkot
1 st Floor, Goolam Kadir Arcade. Aziz Shaheed Road, Sialkot Cantt.
Tel: 560767 and 560616
Fax: 89548
Peshawar
1st Floor, State Life Building, The Mall, Peshawar.
Tel: 279789 and 278647
Fax: 273389
Universal Access Number: 111-242424
FINANCIAL HIGHLIGHTS OF THE COMPANY AS AT JUNE 30, 1996
(Rupees in thousands)
1996 1995 1994 1993 1992
Gross lease receivables 4,752,997 3,535,871 2,406,518 1,703,286 1,284,418
Total lease disbursements 1,957,318 1,559,699 1,051,872 728,136 659,418
Rents received 1,446,490 1,040,187 778,342 599,558 465,134
Gross income 656,982 466,777 320,943 230,394 174,129
Profit before tax 166,536 112,983 60,578 49,061 42,886
Shareholders' equity 685,872 570,505 197,412 158,815 129,773
Earning per share (in Rs.) 9.22 6.61 7.33 6.16 5.91
Dividends:
Cash 45.00% 35.00% 20.00% 17.50% 15.00%
Bonus - 10.00% 10.00% 10.00%
---------------- ---------------- ---------------- ---------------- ----------------
Total 45.00% 35.00% 30.00% 27.50% 25.00%
ORIX CORPORATION, JAPAN - GROUP PROFILE
With total assets of US $ 45 billion, ORIX Corporation is Japan's largest leasing
company and internationally a leading diversified financial services group. Since it's
establishment in 1964, ORIX has played a pioneering role, first in developing the
market for lease financing in Japan and subsequently in developing and introducing products
and services to meet defined customer needs for financing growth and managing assets, not
only in Japan but also in 25 countries overseas. As part of this pioneering role, ORIX has
worked to encourage deregulation and to provide a positive competitive stimulus for further
evolution in the financial services industry. In the development of its operations, ORIX has
emphasised innovation in products and services and geographical diversification into growth
markets in Japan and overseas.
Business Operations
In the early stages of its development, ORIX offered primarily full pay out finance leases for
machinery, office automation equipment and computers. Gradually, the Company broadened
the range of leased assets to include vessels, aircraft and automobiles. Thereafter, ORIX
expanded its activities to provide a wider range of financial services and today these services
include installment loans, rentals, securities brokerage, venture capital, futures and options
trading, commodities funds, life insurance and real estate related activities. As of March 31,
1996, ORIX had a domestic network of 429 offices. ORIX has diversified its service portfolio
primarily through the establishment of specialised subsidiaries that are fully integrated into the
operations of the ORIX group. Each of these subsidiaries has the principal responsibility of
responding quickly and flexibly to the market needs in its area of operations and is expected to
contribute to the consolidated profitability of the ORIX group. At the same time each of these
companies draws on ORIX's strong marketing capabilities developed through the leasing
business and its close relationship with a broad spectrum of customers. ORIX is the leading
automobile fleet leasing company in Japan with 170,000 vehicles under maintenance leases.
The Company owns a fleet of 26 commercial aircraft which it leases to airline companies
around the world.
International Activities
While building the strongest domestic market position among diversified financial services
companies in Japan, ORIX has worked to strengthen global synergies through the development
of an extensive network of overseas subsidiaries and affiliates. ORIX began setting up its
international network in 1971 and today its overseas presence is represented across 25
countries by 40 companies with 142 offices. To encourage close ties with host nations, ORIX
has emphasised the establishment of affiliates in co-operation with locally based financial
institutions and other leading companies. It has wholly owned subsidiaries in the USA, UK,
Ireland, Hong Kong, Singapore, Taiwan, Australia and New Zealand. Recent initiatives include
the establishment of an investment bank, ORIX Investment Bank Pakistan Limited; the opening
of a representative office in Vietnam in anticipation of future potential in that country; the
investment by ORIX Rentec Corporation, a subsidiary in Japan, in an equipment rental
company in South Korea; and the establishment of a leasing company in Poland.
Human Resources
ORIX believes in maintaining an environment that makes it possible for all employees to gnu
fulfillment in their work and contribute to society. ORIX is an equal opportunity employer and
today female employees have become a major factor supporting the Company's growth, filling
about 40% of the Company's career positions. In total ORIX employs 6,991 staff. ORIX policy
is to delegate control at local levels and increase autonomy of member companies. Of the
approximately 1,600 personnel working at ORIX's subsidiaries and affiliates outside Japan,
only 45 are seconded from Japan. ORIX encourages co-operation and sharing of know-how
among Group companies and regularly brings together participants from affiliates around the
world to observe firsthand the activities of ORIX group in Japan.
Financial Highlights
ORIX Group, Japan
(For the year ended March 31)
Translation into
Japanese Yen (millions) U S. Dollars (thousands)
1996 1995 1996 1995
Total Revenues 317,594 310,837 2,996,170 2,932,425
Income before Income Taxes 35,027 33,629 330,444 317,255
Net Income 18,003 17,072 169,840 161,057
Shareholders' Investment 276,251 238,050 2,606,142 2,245,755
Total Assets 4,751,756 4,405,556 44,827,887 41,561,849
Notes: a) The Japanese yen and dollar amount are in million of yen and thousands of U.S. dollars,
respectively.
b) The dollar amounts above represent translations of Japanese yen at an exchange rate of
Yen 106 to US $1
Business Activities
ORIX Group, Japan:
General Industrial Equipment Leasing Computer Leasing
Ship Leasing Interior Furnishing Leasing
Automobile Maintenance Leasing Ship Management
Electronic Measuring Equipment Rentals Aircraft Finance Leasing
Office Automation Equipment Rentals Automobile Rentals
Automobile Leasing to Individuals Dormitory Leasing
Real Estate Rentals and Management Real Estate Investment Trust
Aircraft Operating Leasing Installment Sales
Industrial Finance Housing Loans
Consumer Finance Securities Investment
Mortgage - Backed Securities Loans Venture Capital Investment
Securities Brokerage Futures Funds
Investment Banking Futures and Options Trading
Life Insurance Leisure Facilities Management
Computer Software Development Resort Development
Manufacture and Sale of Interior Furnishings Hotel Management
Broadcasting Service via Comm. Satellite Training Facilities Management
Professional Baseball Team Consumer Credit Sales
Casualty Insurance Services
OMAN ORIX LEASING COMPANY SAOG (OOL)
In September 1994 OOL was established to promote leasing in the Sultanate of Oman. ORIX
Leasing Pakistan Limited is a founder shareholder and has the management of the Company.
Other sponsoring shareholders are IFC, member of the World Bank Group, Oman National
Insurance Company, the biggest insurance company in the country, Oman International Bank,
one of the largest Omani commercial banks and Oman Development Bank, a DFI whose
majority shares are owned by the Government. The founders' objective was to participate in the
economic development taking place in Oman and to provide businesses with an alternative
source of medium term finance through leasing.
The Company's main business is leasing of moveable assets such as vehicles, plants,
machinery, computers and office equipment. Lessees range from large industrial and
commercial companies to medium and small sized businesses. These businesses include
manufacturing, contracting and sub-contracting, trading, transport, consumer product and the
services sector.
OOL earned a profit of Rial Omani (R.O.) 53,627 (Rs. 5.1 million) in the first full year of its
operations which ended December 31, 1995. The Company wrote leases with a purchase cost
of R.O. 3.3 million (Rs. 313 million) and had gross lease receivables at the end of the year of
R.O. 3.6 million (Rs. 342 million). The Company's share of R.O. 1 each is quoted on the Muscat
Securities Market at a value of R.O. 1.80 per share (Rs. 171 per share). Shareholders equity
amounts to R.O. 2.0 million (Rs. 190.0 million).
The Company is pursuing a policy of growth by booking quality leases and diversifying its risks
over a wide range of business sectors and developing a balanced leased asset portfolio. The
emphasis is on providing lease finance facility for productive assets to ongoing projects and
businesses and at all times adhering to rigorous credit screening. Future prospects for leasing in
Oman are promising as the industry is expected to play an active role in development of the
economy. Oman is a member of the Gulf Cooperation Council (G.C.C.). The Company is also
exploring the possibility of tapping the business potential for leasing in other G.C.C. countries
(Saudi Arabia, U.A.E., Kuwait, Qatar and Bahrain).
NOTICE OF MEETING
Notice is hereby given that the tenth Annual General Meeting of the Company will be held at
Pearl Continental Hotel, Karachi on Saturday, September 21, 1996 at 11:30 am to transact the
following business:
Ordinary Business:
1. To receive, consider and adopt the audited accounts together with the Directors' and
Auditors' Reports for the year ended June 30, 1996.
2. To approve the payment of cash dividend to the Shareholders at the rate of Rs. 4.50 per
share of Rs. 10/- each for the year ended June 30,1996.
3. To appoint Auditors and fix their remuneration. The present Auditors Messrs. Sidat Hyder
Qamar Maqbool & Co.. Chartered Accountants, retire and being eligible, offer themselves
for re-appointment.
4. To elect 8 (eight) directors of the Company, including the Chief Executive, for a period of
three years under Section 178 (1) of the Companies Ordinance, 1984, as fixed by the
Board of Directors.
The following are the retiring directors who being eligible, have notified their intention to
offer themselves for election:
1. Mr. Yoshihiko Miyauchi 5. Mr. Rauf Ahmed Shamsi
2. Mr. Yoshiaki Ishida 6. Mr. Khursid Hadi
3. Mr. Takeshi Sato 7. Mr. Rauf B. Kadri
4. Mr. Shakirullah Durrani 8. Mr. Humayun Murad
Special Business:
5. To consider and if approved, pass the following resolution in respect of the Company's
investment:
" Resolved that the Company be and is hereby authorised to invest the equivalent of
Egyptian pounds 4.6 million representing 23% equity interest in proposed joint
venture leasing company in Egypt, subject to such permissions as may be required
in this behalf from the Governments of Pakistan and Egypt and departments acting
on their behalf.
Further resolved that the Managing Director be and is hereby authorised on behalf
of the Company to sign such documents and take such steps from time to time as
may be necessary to acquire the said equity interest in the said company."
6. To transact any other business with permission of the Chair.
Karachi: August 26, 1996 BY ORDER OF THE BOARD
S. SAEED REZA
Company Secretary
Statement under Section 160 (1) of the Companies Ordinance, 1984.
I. The Directors recommend the Company's participation, as one of the sponsors, in a
leasing company being established in Egypt which is proposed to be named ORIX
Leasing Egypt. In 1995 the Government of Egypt introduced a law enabling the
formation of leasing companies. ORIX will be a pioneer of leasing in Egypt which offers
attractive opportunities for the promotion of leasing business. The Government of Egypt
is pursuing a policy of liberalisation and deregulation and is encouraging
industrialisation and foreign investment. Egypt has a population of 60 million and in
1994 it registered a GDP growth of 10% and its foreign currency reserves are in excess
of US$ 18 billion. The investment will be financed from the Company's internal
resources. The sponsoring shareholders of ORIX Egypt are:
Share of Equity
Sponsor's Name Egyptian Pak %age
Pounds Rupees
( i n  m i l l i on )
ORIX Corporation, Japan 4.60 47.70 23.00
International Finance Corporation, U.S.A. 3.00 31.11 15.00
National Bank of Egypt 4.80 49.78 24.00
Commercial International
Investment-Company, Egypt 3.00 31.11 15.00
ORIX Leasing Pakistan Limited 4.60 47.70 23.00
------- ------- -------
Total sponsor's holding 20.00 207.40 100.00
======= ======= =======
The proposal has been examined and is being recommended for the following reasons:
1) The viability of the project has been identified and a sound and profitable future is
forecast.
2) The strength of institutional sponsorship demonstrates confidence in the proposed
project.
3) The investment will add to the growing international business of ORIX Leasing
Pakistan Limited in the Middle East Region.
4) Shares in ORIX Egypt will be acquired at par value of shares by ORIX Leasing
Pakistan Limited from its own resources.
II. The Directors of ORIX Leasing Pakistan Limited have no interest in the above
investment
Notes:
i) The Register of Members of the Company will be closed from September 14,1996 to
September 21,1996 (both days inclusive). Dividend will be paid to those Shareholders
whose names appear on the Register of Members as at the close of business on
September 13,1996.
ii) A Member entitled to attend and vote at the General Meeting of Members is entitled to
appoint a proxy to attend and vote on his behalf. A proxy need not be a Member of the
Company.
iii) The instrument appointing a proxy and the power of attorney or other authority under
which it is signed or a notarially certified copy of the power of attorney must be deposited
at the registered office of the Company at least 48 hours before the meeting. A form of
proxy is enclosed.
iv) Shareholders are requested to notify any change of address immediately.
REPORT OF THE DIRECTORS
The Directors are pleased to present the tenth Annual Report together with the audited
accounts of the Company for the year ended June 30, 1996.
Financial Results
Rupees
Net profit for the year after charging all expenses
and allowances for potential lease losses 166,536,155
Less: Taxation 18,000,000
----------
148,536,155
Unappropriated profit brought forward 9,008,809
----------
157,544,964
Appropriations:
- Transfer to general reserve 75,000,000
- Cash dividf3nd 72,499,289
----------
147,499,289
----------
Unappropriated profit carried forward 10,045,675
==========
Dividend
The directors recommend a cash dividend of 45%. This is a 28.57% increase over the 1995
cash dividend of 35%.
Review of Operations
The Company achieved strong growth in volume and profits and results are attributable to the
broad business base developed over the last ten years. Net profit before tax rose 47% to Rs.
166.5 million from Rs. 113 million last year. Earnings per share, after tax, were higher by 40%
to Rs. 9.22 per share (1995: Rs. 6.61 per share). Volume of new business, based on the
purchase cost of leased assets, amounted to Rs. 1.96 billion, 26% higher than Rs. 1.56 billion
recorded in 1995. New rent receivables of Rs. 2.82 billion were added to the portfolio (1995:
Rs. 2.10 billion) and rent collections totalled Rs. 1.45 billion during the year providing strong
internal cash generation. Lease income rose 38% to Rs. 596 million and income from
installment loans. continues to a row at a satisfactory level.
New business written comprised 45% of plant and machinery, 46% of cars and commercial
vehicles and 9% computers and office equipment. The sectoral analysis of the lease portfolio
is well balanced with the highest exposure in any single sector being 16.4% of the total
portfolio. Lease finance facilities were extended to 1,066 business enterprises.
The main item of expenditure, financial expenses, rose by 41 % to Rs. 362.4 million. This is the
reflection of both a higher level of borrowings required to finance the Company's business and
the increasing cost of funds from domestic and international sources. Inflationary pressures
were evident in expenditure incurred on selling, general and administrative activities which
increased by 38% to Rs. 82.7 million. An amount of Rs. 32.5 million was charged as general
provision for potential lease losses bringing the aggregate to Rs. 124.6 million representing
3.29% of the net receivables. The Company maintained an excellent collection ratio and the
general provision is in accordance with our established policy since inception and a practice
followed by ORIX Group companies world wide.
The Company's funding ability is kept in line with its marketing objectives. Efforts to diversify
sources of funding have been successful and support of financial institutions and banks is
increasing in recognition of the Company's balance sheet strength and sustained growth. Loan
of US$ 15.8 million from IFC was fully drawndown and a loan agreement of US$ 20 million was
signed with the Asian Development Bank. The World Bank line of US$ 26 million for small
scale and micro enterprises continues to be utilised providing valuable support to this
important sector. Plans for issuing Term Finance Certificates (TFC's) are at an advanced stage
and the Company will tap this source at an appropriate time during 1996-97. In preparation for
the TFC issue, and in accordance with the directive of State Bank of Pakistan for all leasing
companies to be credit rated, The Pakistan Credit Rating Agency assigned credit ratings to
your Company of A1 + and A+ for short and long term debts respectively.
During the year IFC exercised its option to convert 10% of the loan of US $ 12.5 million into fully
paid up shares of the Company. Consequently, 905,609 shares were issued to IFC at a
conversion price of Rs. 43.43 per share (Rs. 39,330,599). IFC's presence as a shareholder will
strengthen the close working relationship which has developed between the Company and IFC.
Associated Companies
The Oman ORIX Leasing Company SAOG (OOL), in Muscat made a promising start and
reported a profit of Rs. 5.1 million in its first full year of operations which ended on December
31, 1995. OOL has total assets in excess of Rs. 570 million and its share of par value Rial
Omani (R.O.) 1/- each is quoted on the Muscat Securities Market at a value of R.O. 1.80
equivalent to Rs. 171 per share. ORIX Leasing Pakistan has a 20% shareholding in OOL and
this investment has a market value of Rs. 68.4 million against a cost of Rs. 33.9 million.
The Company's second joint venture project ORIX Investment Bank Pakistan Limited (OIB)
commenced operations in June, 1996. OlB's shares are listed on the Karachi Stock Exchange
and the offer of 5.5 million shares to the public was oversubscribed 9.96 times. ORIX Leasing
Pakistan has 15% equity in OIB and there are good prospects of business synergy developing
between the two companies
Your Directors are pleased to recommend the Company's participation, as one of the sponsors,
in a leasing company being established in Egypt which is proposed to be named ORIX Leasing
Egypt. In 1995 the Government of Egypt introduced a law enabling the formation of leasing
companies. ORIX will be a pioneer of leasing in Egypt which offers attractive opportunities for the
promotion of leasing business. The Government of Egypt is pursuing a policy of liberalisation and
deregulation and is encouraging industrialisation and foreign investment. Egypt has a population
of 60 million and in 1994 it registered a GDP growth of 10% and its foreign currency reserves are
in excess of US$ 18 billion. Together with your Company (23% equity) the other sponsoring
shareholders are ORIX Corporation, Japan (23%), International Finance Corporation (15%),
National Bank of Egypt (24%) and Commercial International Investment Company (15%). The
investment in ORIX Egypt will add to the developing international business of ORIX Leasing
Pakistan.
Future Prospects
The Company will continue to concentrate on its core business of lease finance which has
good scope for further expansion. Emphasis is also being given to promote ancillary financial
products such as operating leases and hire purchase of consumer durables which is already
making a satisfactory contribution to the profit.
Chairman and Directors
Mr. Yoshihiko Miyauchi, President and CEO of ORIX Corporation was unanimously elected
Chairman of the Company on January 1, 1996. Mr. Miyauchi is a pioneer of leasing industry in
Japan and a renowned figure in the international financial community. His rich experience will
be invaluable to the Company's future development.
Following the privatisation of Bankers Equity Limited (BEL) Mr. Khalid Iqbal resigned from the
Board and has been succeeded by Mr. Khurshid Hadi as a BEL nominee. The Directors place
on record their appreciation of Mr. Khalid Iqbal's services and welcome Mr. Khurshid Hadi to
the Board.
Staff
The contribution of all staff members is noteworthy and the Company takes pride in the
dedication and teamwork of its employees. The results of the year reflect their commitment
and the Board records its appreciation of the efforts of all staff members.
Auditors
The Auditors, Messrs Sidat Hyder Qamar Maqbool & Co., retire and being eligible offer
themselves for re-appointment.
Pattern of Shareholding
The pattern of shareholding as on June 30, 1996 is shown on page 35.
On behalf of the Board.
Date: August 25, 1996 Humayun Murad
Chief Executive
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of ORIX Leasing Pakistan 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 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;
ii ) the expenditure incurred during the year was for the purpose of the Company's
business; and
iii ) the business conducted, investments made and the expenditure incurred
during the year were in accordance with the objects of the Company;
c) in our opinion and to the best of our information and according to the explanations given
to us, the balance sheet, profit and loss account and 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 statement of changes in financial position for the year then ended; and
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.
Karachi: August 25, 1996.  SIDAT HYDER QAMAR MAQBOOL & CO.
CHARTERED ACCOUNTANTS
BALANCE SHEET AS AT JUNE 30, 1996
NOTE 1996 1995
ASSETS
Fixed assets - tangible 3 36,726,240 24,724,759
Investment in leases and installment loans:
Installment contract receivables 4,752,997,367 3,535,870,647
Unearned Income 970,527,447 729,087,515
Net investment in leases and installment loans 3,782,469,920 2,806,783,132
Less: Current portion 1,717,426,257 1,252,393,215
----------- -----------
2,065,043,663 1,554,389,917
Long term investments 4 71,889,052 41,889,052
Long term loans and advances 5 18,251,225 10,529,343
Long term deposits, prepayments and
deferred costs 6 23,976,320 13,016,137
Current assets 7 1,911,255,697 1,497,761,446
----------- -----------
Rs. 4,127,142,197 3,142,310,654
=========== ===========
SHARE CAPITAL AND LIABILITIES
Share capital and reserves
Authorised
25,000,000 Ordinary shares of Rs. 10/
each (1995: 25,000,000 Ordinary
shares of Rs. 10/- each) 250,000,000 250,000,000
=========== ===========
Issued, subscribed and paid up 8 161,109,530 152,053,440
Share premium 9 287,216,909 256,942,400
General reserve 10 227,500,000 152,500,000
Unappropriated profit 10,045,675 9,008,809
----------- -----------
524,762,584 418,451,209
----------- -----------
Shareholders' equity 685,872,114 570,504,649
Allowance for potential lease and
installment loan losses 124,557,217 101,910,731
Redeemable capital 11 20,315,786 150,992,328
Long term loans 12 1,366,388,013 981,208,306
Long term certificates of investment 13 7,788,387 3,250,000
Deferred liability - gratuity 5,283,770 3,347,933
Long term advances and deposits 14 394,106,492 324,033,419
Current liabilities 15 1,522,830,418 1,007,063,288
Contingencies and commitments 16 - -
----------- -----------
Rs. 4,127,142,197 3,142,310,654
=========== ===========
AUDITORS' REPORT ANNEXED
The annexed notes form an integral part of these accounts.
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 1996
NOTE 1996 1995
Lease rents received and receivable Rs. 1,446,489,837 1,040,186,989
=========== ===========
Income from:
Lease contracts 596,088,014 430,650,120
Installment loans 35,204,918 21,077,845
Others 17 25,688,902 15,048,892
----------- -----------
656,981,834 466,776,857
Less:
Direct Cost of leases  18 12,850,080 10,980,106
Finance and bank charges  19 362,477,151 256,945,403
Selling, general and administrative expenses 20 82,652,743 59,992,670
Allowance for potential lease losses 32,465,705 25,875,931
----------- -----------
490,445,679 353,794,110
----------- -----------
Operating profit 166,536,155 112,982,747
Provision for taxation 22 18,000,000 12,500,000
----------- -----------
Profit for the year 148,536,155 100,482,747
Unappropriated profit brought forward 9,008,809 6,744,766
----------- -----------
157,544,964 107,227,513
APPROPRIATIONS:
Transfer to general reserve 75,000,000 45,000,000
Proposed dividend @ 45% (1995: @ 35%) 72,499,289 53,218,704
----------- -----------
Unappropriated profit carried forward 147,499,289 98,218,704
----------- -----------
Rs. 10,045,675 9,008,809
=========== ===========
The annexed notes form an integral part of these accounts.
STATEMENT OF CHANGES IN FINANCIAL POSITION FOR THE YEAR ENDED JUNE 30, 1996
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Profit for the year 166,536,155 112,982,747
Add: Adjustments to reconcile profit to net cash
provided by operating activities
Depreciation and amortisation 15,073,772 10,511,651
Allowance for potential lease losses - net 22,646,486 19,450,667
Provision for staff retirement benefits - net 1,935,837 1,149,757
Provision for mark up on long term finance 31,768,091 37,394,315
Gain on sale of fixed assets 556,457 356,114
----------- -----------
Net cash provided by operating activities 237,403,884 181,133,023
(Increase)/Decrease in current assets 36,840,238 10,287,288
Increase/(Decrease) in current liabilities 64,613,098 41,095,728
----------- -----------
Net cash from operating activities before
income tax 265,176,744 211,941,463
Income tax 7,743,991 32,572,341
----------- -----------
Net cash from operating activities 257,432,753 179,369,122
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in leases - net (975,686,788) (884,715,426)
Investments (24,941,550) (6,695,007)
Capital expenditure (27,494,110) (10,826,248)
Long term loans and advances - net (8,324,446) (138,015)
Proceeds from sale of fixed assets 7,316,632) 1,211,970
----------- -----------
Net cash used in investing activities ############# (901,162,726)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of right issue -- 325,828,800
Proceeds of shares issued against
conversion option 39,330,599 --
Long term loans 826,406,030 432,591,757
Short term loans and running finance 116,066,490 171,829,147
Certificates of investment (54,068,613) (37,720,000)
Deposits from lessees - net 112,924,722 110,017,187
Repayment of redeemable capital and mark up (83,594,253) (75,304,974)
Repayment of long term loans (198,770,404) (85,956,000)
Long term deposits, prepayments and deferred costs (17,301,501) (2,630,039)
Payment of dividend (53,218,704) (14,481,280)
----------- -----------
Net cash generated from financing activities 687,774,366 824,174,598
----------- -----------
Net (Decrease)/lncrease in cash activities (83,923,143) 102,380,994
Cash and bank balances at beginning
of the year 157,879,409 55,498,415
----------- -----------
Cash and bank balances at end of the year Rs. 73,956,266 157,879,409
============ ============
NOTES TO THE ACCOUNTS FOR THE YEAR ENDED JUNE 30, 1996
1. LEGAL STATUS AND NATURE OF BUSINESS
The Company was incorporated in Pakistan as a private limited company on July 1, 1986 and
was converted into a public limited company on December 23, 1987. The Company is listed on
Karachi, Lahore and Islamabad Stock Exchanges. The main business activity is leasing of
moveable assets.
2. SIGNIFICANT ACCOUNTING POLICIES
2.1 Accounting convention
These financial statements have been prepared under the historical cost convention.
2.2 Recognition of lease income
The Company follows the "financing method" in accounting for recognition of lease income.
At the commencement of a lease, the total unearned lease income consists of the excess of
aggregate lease contract receivables over the cost of the leased equipment. At the time a
lease is executed, a portion of unearned lease income which approximates the initial costs
directly associated with negotiating and consummating the lease plus an amount equal to the
allowance for potential lease losses is taken into income. The remainder of the unearned lease
income is taken into income over the term of the lease, starting with the month in which the
lease is executed, so as to produce a systematic return on the net investment in the lease.
2.3 Allowance for Potential lease losses
The allowance for potential lease losses is maintained at a level which, in the judgment of
management, is adequate to provide for potential losses on lease portfolio that can be
reasonably anticipated. The allowance is increased by provisions charged to income and is
decreased by charge-offs, net of recoveries.
2.4 Tangible fixed assets and depreciation
Operating assets are stated at cost less accumulated depreciation.
Depreciation is charged to income applying straight-line method, whereby cost of an asset is
written-off over its estimated useful life. In respect of additions and deletions of assets during
the year, depreciation is charged from the month of acquisition and upto the month preceding
the deletion respectively.
Maintenance and repairs are charged to income as and when incurred.
Major renewals and improvements are capitalised and the assets so replaced, if any, are
retired. Gains and losses on disposal of assets, if any, are included in income currently.
Long term investments
These are stated at cost. Return on investment is recognised at rates specified in the
respective investment schemes and accrued for the period. The income is recognised on the
assumption that such investments will be held till the terminal date.
Investment in associated companies is stated at cost. Permanent diminution in value of
investments, if any, is charged to income in the year of occurrence.
2.6 Deferred costs
2.6.1  Loans
Loan originating costs, front end fee and documentation costs are amortised over the loan
period or five years, whichever is shorter.
2.6.2  Project development costs
Expenditure incurred in connection with development of various projects and joint ventures are
classified as project development costs and are amortized over a period of five years.
2.7 Staff retirement benefits
The Company operates an unfunded gratuity scheme covering all its permanent employees
who have completed the minimum qualifying period of six months.
2.8 Foreign currencies
Transactions in foreign currencies are accounted for in rupees at the rate prevailing on the
date of transaction. Monetary assets and liabilities in foreign currencies are translated into
rupees at the rate of exchange prevailing at the balance sheet date. Realised and unrealised
exchange gains and losses are dealt with in the profit and loss account. Foreign currency
loans registered under Exchange Risk Coverage Scheme of the State Bank of Pakistan (SBP)
are translated into rupees at the rate prevailing on the date of disbursement.
2.9 Taxation
2.9.1 Current
Income for the purposes of computing current taxation is determined under the provisions of tax
law whereby lease rentals received or receivable by the Company are deemed to be income.
Provision for taxation is thus based on income determined in accordance with the accounting
policy explained in Note 2.2 and adjusted in accordance with the requirements of the tax law.
2.9.2  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 purposes and
accounting purposes as well as for all other significant timing differences. However, deferred
tax is not provided if it can be established that timing differences will not reverse in the
foreseeable future.
FIXED ASSETS - tangible
3.1 Operating assets Accumulated
Depreciation Book Value Depreciation
Cost at Additions/ Cost at at at For  Rate
July l,1995 (Deletions) 30-Jun-96 30-Jun-96 30-Jun-96 the Year (%)
Leasehold
improvements 10,365,560 1,481,849 11,847,409 7,625,310 4,222,099 1,653,020 15
Furniture and
office equipment 15,835,421 6,006,837 21,556,008 8,783,028 12,772,980 2,463,377 15-20
(286,250)
Motor vehicles 19,211,178 20,005,424 28,569,086 8,837,925 19,731,161 4,616,057 20
(10,647,516)
-------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Rs. 45,412,159 27,494,110 61,972,503 25,246,263 36,726,240 8,732,454
-10.9330
========= ========= ========= ========= ========= =========
1995-Rs.  36,511,210 10,826,248 45,412,159 20,687,400 24,724,759 7,211,853
(1,925,299)
========= ========= ========= ========= ========= =========
3.2 Movement of accumulated depreciation during the year
Accumulated Depreciation Adjustment Accumulated
depreciation charged on disposal depreciation
as at during the during the as at
1-Jul-95 year year June 30,1996
Leasehold improvements 5,972,290 1,653,020 - 7,625,310
Furniture & office equipment 6,438,538 2,463,377 118,887 8,783,028
Motor Vehicles 8,276,572 4,616,057 4,054,704 8,837,925
-------------------- -------------------- -------------------- --------------------
Rs. 20,687,400 8,732,454 4,173,591 25,246,263
========= ========= ========= =========
1995 - Rs. 14,544,990 7,211,853 1,069,443 20,687,400
========= ========= ========= =========
3.3 Assets deleted during the year
Accumulated  Book Sale Mode of
Description Cost Depreciation  Value Proceeds Disposal Sold to
Suzuki Mehran 210,250 77,088 133162 200,000 Ins. Claim Adamjee Insurance Co. Ltd.
Suzuki Khyber 302,470 50,412 252058 285,000 Negotiation Ms. Ayesha Tayyeb
Suzuki Mehran 181,203 108,720 72483 72,483 Negotiation Azaz Ahmed (Employee)
Suzuki Mehran 208,075 55,488 152587 152,587 Negotiation Shakeb Murad (Employee)
Suzuki Khyber 268,900 125,496 143404 143,404 Negotiation Ghiasuddin Khan (Employee)
Suzuki Mehran 181,203 108,720 72483 72,483 Negotiation Mansoor M. Mirza(Employee)
Suzuki Khyber 327,183 38,171 289012 289,012 Negotiation M. Ayub Khan (Employee)
Suzuki Khyber 302,576 166,419 136157 136,157 Negotiation Arshad Abbas (Employee)
Suzuki Khyber 314,288 162,378 151910 151,910 Negotiation Hiralal Bharvani (Employee)
Suzuki Khyber 296,040 148,020 148,020 148,020 Negotiation M. Ismail Khan (Employee)
Suzuki Khyber 313,075 135,666 177,409 177,409 Negotiation Ramon Alfrey (Employee)
Suzuki Mehran 211,537 112,820 98,717 98,717 Negotiation Effat Kadri (Employee)
Suzuki Mehran 181,203 111,742 69,461 69,461 Negotiation Sunil Kumar(Employee)
Suzuki Mehran 204,775 64,845 139,930 139,930 Negotiation S. Ali Azhar Kazmi (Employee)
Suzuki Margalla 428,183 64,227 363,956 363,956 Negotiation Amjad Iqbal (Employee)
Honda CD-70 47,500 9,500 38,000 40,000 Ins. Claim EFU General Insurance Co. Ltd.
Honda CD-70 47,500 11,083 36,417 40,000 Ins. Claim EFU General Insurance Co. Ltd.
Suzuki Mehran 215,545 107,773 107,772 107,772 Negotiation Rasched Bannuri (Employee)
Suzuki Mehran 276,350 50,666 225,684 225,684 Negotiation Alnoor A. Aziz (Employee)
Suzuki Mehran 268,390 53,678 214,712 214,712 Negotiation Omer Farouk Sheikh(Employee)
Suzuki Mehran 225,125 67,537 157,588 157,588 Negotiation Saba Ahmed (Employee)
SuzukiFX-800 113,360 111,040 2,320 2,320 Negotiation N.A. Mirza(Employee)
Suzuki Khyber 328,185 65,637 262,548 262,548 Negotiation Arshi Islam (Employee)
Mitsubishi Lancer 773,850 348,246 425,604 425,604 Negotiation M. Qamar-ul-Haq (Employee)
BMW 1,852,360 1,512,761 339,599 750,000 Negotiation Allibhai Motors, Karachi
Honda Accord 2,300,000 115,000 2,185,000 2,150,000 Ins. Claim Adamjee lnsurance Co. Ltd.
Suzuki Mehran 268,390 71,571 196,819 265,000 Ins. Claim Adamjee Insurance Co. Ltd.
Cannon
Photocopier 130,000 21,125 108,875 125,000 Ins. Claim Adamjee Insurance Co. Ltd.
Star Printer 8,200 6,970 1,230 2,000 Trade-in Unix Computer Systems (Pvt) Ltd
Computer 118,050 89,667 28,383 19,000 Negotiation Unix Computer Systems (Pvt) Ltd
Computer 30,000 1,125 28,875 28,875 Negotiation Rasched Bannuri (Employee)
Rs. 10,933,766 4,173,591 6,760,175 7,316,632
NOTE 1996 1995
4. LONG TERM INVESTMENTS - at cost
Federal Investment Bonds 4.10 7,915,000 7,915,000
In associated companies 4.20 63,974,052 33,974,052
Rs. 71,889,052 41,889,052
4.1 Represents investment made in Government Securities as required under the relevant
provision of the State Bank of Pakistan's Rules for Non-Bank Financial Institutions to maintain
liquidity against certain liabilities. The securities are redeemable within a period of six months
(included in short term investments as per Note 7) to ten years and earn mark up varying from
11% per annum to 15% per annum receivable half yearly from the date of issue.
4.2
Name of Equity No of  Currency of Cost price Cost of Market Value
associated held shares  investment per share investment of investment
company (%) held as at as at
June 30,1996 June 30,1996
Oman ORIX
Leasing Co. SAOG 20 400,000 Rial Omani RO 1 each 33,974,052 66,264,378
ORIX Investment
Bank Pakistan Ltd 15 3,000,000 Pak Rupees Rs. 10 each 30,000,000 37,500,000
----------- -----------
Rs. 63,974,052 103,764,378
=========== ===========
5. LONG TERM LOANS AND ADVANCES
- secured, considered good
NOTE 1996 1995
Loans to employees:
Chief Executive 3,732,002 3,877,351
Executives 15,567,580 7,401,518
Other employees 814,460 510,727
----------- -----------
20,114,042 11,789,596
Less: Current portion 1,862,817 1,260,253
----------- -----------
Rs. 18,251,225 10,529,343
=========== ===========
Recoverable after three years Rs. 16,056,848 9,348,454
Others Rs. 2,194,377 1,180,889
=========== ===========
Loans to Chief Executive and Executives include house loans in accordance with terms of the
Company's employment policy, repayable within a period of 20 years or retirement date
whichever is earlier except for the loan to Chief Executive which is repayable within ten years.
The loans are secured against equitable mortgage on the property by depositing the title
documents of the property with the Company and carry mark up of 5% per annum. Loans to
other employees includes motor cycle loans, repayable within a period of five years and do not
carry any mark up.
Maximum amount outstanding at the end of any month during the year against loans to Chief
Executive and Executives is Rs. 19,401,160/- (1995: Rs. 11,733,600/-).
6. LONG TERM DEPOSITS, PREPAYMENTS AND
DEFERRED COSTS
Deposits 1,294,313 818,500
Prepayments 55,200 84,000
Deferred costs 6.10 22,626,807 12,113,637
----------- -----------
Rs. 23,976,320 13,016,137
=========== ===========
6.1 Deferred Costs
Front end fee 6.1.1 17,876,705 8,014,696
Commitment charges 6.1.2 1,468,469 1,468,469
Exchange differences on repayments
of foreign currency loans 6.1.3 9,772,264 7,893,435
Project development costs 5,113,650 -
----------- -----------
34,231,088 17,376,600
Amortisation:
Beginning of the year 5,262,963 1,963,165
During the year 6,341,318 3,299,798
----------- -----------
11,604,281 5,262,963
----------- -----------
Rs. 22,626,807 12,113,637
=========== ===========
6.1.1 Represents front end fee paid to lending institutions on signing of various loans. These are
being written off over the loan period or five years, whichever is shorter.
6.1.2 Represents commitment charges on loans from international lending institutions during the
unregistered period with the SBP which has been calculated from the loan offer date till the
registration of loan with the SOP. These are being written off over the loan period or five years,
whichever is shorter.
6.1.3 Represents the increase in the amount of foreign currency loans resulting from the difference
in buying and selling rates of foreign currency as receipts of loans are at buying rates and are
the actual amount realised in Pak Rupees. Repayments, when due, will be made at selling
rates in accordance with the rules of the SBP. The difference arising from the use of above
mentioned rates is treated as deferred cost to be written off over the loan period or five years,
whichever is shorter.
7. CURRENT ASSETS
NOTE 1996 1995
Current portion of installment contract
receivables and long term loans 7.10 1,719,289,074 1,253,653,468
Short term loans - secured 7.20 14,580,000 10,580,000
Short term investments 4.10 37,723,220 42,781,670
Other current assets 7.30 65,707,137 32,866,899
Cash and bank balances 7.40 73,956,266 157,879,409
----------- -----------
Rs. 1,911,289,074 1,497,761,446
=========== ===========
7.1 Current maturity
Installment contract receivables 1,717,426,257 1,252,393,215
Long term loans and advances 1,862,817 1,260,253
----------- -----------
Rs 1,719,289,074 1,253,653,468
=========== ===========
7.2 Represents short term finance facilities provided on secured basis in the normal course of
business.
7.3 Other current assets
NOTE 1996 1995
Advances- unsecured, considered
good 2,517,951 1,103,915
Advance payment of income tax 10,143,074 1,344,630
Security deposits -- 18,000
Short term prepayments:
Insurance on leased assets 5,708,707 4,763,246
Rent 228,300 196,754
Others 2,069,609 1,332,602
----------- -----------
8,006,616 6,292,602
Accrued return on investments 1,918,975 1,582,317
Receivable against foreign loan
payments covered under Foreign
Exchange Risk Cover Scheme 39,759,189 12,518,141
Other receivables 3,361,332 10,007,294
----------- -----------
Rs. 65,707,137 32,866,899
=========== ===========
7.4 Cash and bank balances
Balances with banks on:
Current account 10,813,968 13,662,515
Deposit account 7.4.1 62,823,365 66,624,970
----------- -----------
73,637,333 80,287,485
Cash in hand 318,933 144,424
cash in transit -- 77,447,500
----------- -----------
Rs. 73,956,266 157,879,409
=========== ===========
7.4.1 Includes a deposit of Rs. 900,000/- with the SBP as required under the relevant provision of
the State Bank of Pakistan's Rules for Non-Bank Financial Institutions to maintain liquidity
against certain liabilities.
8. ISSUED, SUBSCRIBED AND PAID UP
SHARE CAPITAL
NOTE 1996 1995
Fully paid ordinary shares of Rs. 10/- each
Number of Shares
1995 1996
Issued for Cash
4,960,000 12,200,640 At beginning of the year 122,006,400 122,006,400
7,240,640 905,609 During the year       9.1 9,056,090 72,406,400
----------- ----------- ----------- -----------
12,200,640 13,106,249 131,062,490 122,006,400
Issued as bonus shares
2,280,640 3,004,704 At beginning of the year 30,047,040 22,806,400
724,064 - During the year - 7,240,640
----------- ----------- ----------- -----------
3,004,704 3,004,704 30,047,040 30,047,040
15,205,344 16,110,953 Rs 161,109,530 152,053,440
=========== =========== =========== ===========
9. SHARE PREMIUM
At beginning of the year 256,942,400 3,520,000
Received during the year 9.10 30,274,509 253,422,400
----------- -----------
Rs. 287,216,909 256,942,400
=========== ===========
9.1 Represents 905,609 shares issued to International Finance Corporation at a premium of
Rs. 33.43 per share upon exercise of their option to convert 10% of the loan of US $ 12.5 million
into fully paid up shares of the Company under loan agreement No. INT/PK 4252 (A).
10. GENERAL RESERVE
At beginning of the year 152,500,000 107,500,000
Transfer from profit and
loss account 75,000,000 45,000,000
----------- -----------
Rs. 227,500,000 152,500,000
=========== ===========
11. REDEEMABLE CAPITAL - secured
1996 1995
From an associated company
Bankers Equity Limited (BEL)
sanctioned amount - aggregate of
lines 2,3,4,5 and 6 Rs  300,000,000 300,000,000
=========== ===========
Utilised amount 300,000,000 300,000,000
Accrued mark up 231,812,752 200,044,661
----------- -----------
531,812,752 500,044,661
Repayments made upto last year 294,472,970 219,167,996
Repayments made during the year
including the related mark up 83,594,253 75,304,974
----------- -----------
378,067,223 294,472,970
----------- -----------
153,745,529 205,571,691
Current maturity 133,429,743 54,579,363
----------- -----------
Rs. 20,315,786 150,992,328
=========== ===========
---------------------------------------- ----------------------------------------
Line Selling Purchase Installment payments
Price Price from to
------------------------------------------------------------------------------- -------------------------------------------------------------------------------
2 100,000,000 177,517,426 25-Dec-90 August 20, 1996
3 50,000,000 92,760,434 March 26, 1991 January 25.1998
4,5
& 6 150,000,000 282,750,000 From June 28,1996 to December 18, 1997
----------- ----------- i.e., repayment after five years of each
Rs. 300,000,000 553,027,860 disbursement.
=========== ===========
11.1 The facilities were utilised solely for disbursement against leasing contracts executed by the
Company.
The arrangement is secured by deed of hypothecation in favour of BEL, deposit of title
documents of these assets and hypothecation of the corresponding receivables.
12. LONG TERM LOANS - secured
Note       Sanctioned       Utilised amount           Rupees Mark up Exchange
       amount 1996 1995 1996 1995 rate risk fee
(i n  m i l l i o n s) (%) (%)
Foreign currency loans
12.10 US$ 5.00 5.00 5.00 39,677,584 59,516,302 10.80 3.88
12.20 US$ 5.00 5.00 5.00 39,530,329 59,295,482 1.50 5.00
over LIBOR
12.30 US$ 10.00 10.00 10.00 162,231,553 208,583,486 9.40 7.08
12.40 US$ 20.00 - - - - 2.125 -
over LIBOR
12.50 NLG 10.00 10.00 10.00 154,937,950 172,153,250 10.20 5.00
12.6 NLG 4.00 4.00 4.00 61,012,268 69,728,318 10.20 5.00
12.70 US$ 12.50 12.50 10.00 334,178,182 309,179,750 8.50 6.66
12.80 US$ 3.30 3.30 - 116,524,980 - 2.75 -
over LIBOR
12.90 US$ 11.90 11.90 7.70 367,690,316 230,539,525 16.00 Inclusive
---------- ---------- ---------- ---------- ---------- in mark up
US$ 67.70 47.70 37.70 1,275,783,162 1,108,996,113
NLG 14.00 14.00 14.00
========== ========== ==========
Local currency loans
12.10 20.00 20.00 20.00 8,333,334 14,984,757 17.25
12.11 342.50 342.50 - 342,500,000 - 18.50
12.12 50.00 50.00 - 50,000,000 - 18.00
12.13 50.00 50.00 - 50,000,000 - 18.00
12.14 25.00 25.00 - 25,000,000 - 18.50
---------- ---------- ---------- ---------- ----------
Rs. 487.50 487.50 20.00 1,751,616,496 1,123,980,870
Less: Current maturity 385,228,483 142,772,564
---------- ----------
1,366,388,013 981,208,306
========== ==========
The above loans are secured by hypothecation of leased assets and related lease receivables
and the exchange risk fee is further secured by guarantees from commercial banks.
The local currency loans are obtained under sale and purchase agreements for financing of
lease operations.
Name of lending institutions Note Commencement Purpose Mode of Mode of
of repayment Principal repayment Payment of
mark up
12.1 Asian Development Bank Jul 15, 92 Financing of lease 12 equal semi Semi annually
Loan 1007 - Pak (PS) operations. annual installments
12.2 Asian Finance and Investment Jul 15, 92 Financing of lease 12 equal semi Semi annually
Corporation Loan 14 Pak (C) operations. annual installments
12.3 Asian Development Bank Jan 15, 94 Financing of lease 12 equal semi Semi annually
Loan 1133 Pak (PS) operations. annual installments
12.4 Asian Development Bank 12.4.1 Mar 15, 99 Financing of lease 10 equal semi Semi annually
Loan 1394 Pak (PS) operations. annual installments
12.5 FMO Loan INT/PK 93033 Apr 01, 96 Financing of lease 10 equal semi Semi annually
operations. annual installments
12.6 FMO Loan INT/PK 93032 Apr 01, 96 Financing Of small 8 equal semi Semi annually
scale and micro annual installments
enterprises.
12.7 International Finance Corporation  Jun 15, 96 Financing of lease 16 equal semi Semi annually
Loan INT/PK 4252(A) 12.7.1 operations. annual installments
12.8 International Finance Corporation Jun 15, 97 Financing of lease 4 equal semi Semi annually
Loan INT/PK 4252(B) 12.8.1 operations. annual installments
12.9 International Bank for 12.9.1 Aug 01, 96 Financing of small 14 equal semi Semi annually
Reconstruction and Development scale and micro annual installments
Loan 3318 enterprises.
12.10 Standard Chartered Bank Dec 31, 94 Financing of lease 12 equal quarterly Quarterly
operations. annual installments
12.11 Pakistan Kuwait Investment Dec 30, 96 Financing of lease 3 equal annual Quarterly
Company (Private) Limited operations. installments
ANZ Grindlays Bank plc 13-Dec-96 Financing of lease 6 equal semi annual Quarterly
operations. installments
Saudi Pak Industrial & Agricultural Oct 01, 96 Financing of lease 12 equal quarterly Quarterly
Investment Company operations. annual installments
(Private) Limited
12.14 First International Investment Bank Dec 29, 96 Financing of lease 6 equal semi Semi annually
Limited operations. annual installments
12.4.1 Represents a foreign currency loan agreement with ADB of US$ 20.0 million to be used for
financing of lease operations. Commitment charges are payable semi annually at a rate of
0.5% per annum. Such commitment charges are payable (a) during the first twelve months
from the date of agreement, on 50% of the unutilised part of the loan and (b) thereafter, on the
entire unutilised part of the loan. Exchange Risk Cover which is no longer available through
SBP has to be arranged from other sources.
12.7.1 Represents a foreign currency loan agreement with IFC of US$ 12.5 million referred to as Loan
'A' provided directly by IFC to be used for financing of lease operations. IFC has converted
10% of the principal into fully paid up shares of the Company by exercising the conversion
option available in the agreement at a rate of Rs. 43.43 per share.
12.8.1 Represents a foreign currency loan referred to as Loan 'B' for US$ 3.3 million arranged by IFC
through a syndicate of international banks. Commitment charges are payable semi annually at
the rate of 1% per annum based on the unutilised part of the loan. Exchange Risk Cover has
been arranged through alternate sources as the SBP scheme has been discontinued.
Loan 'B' carries no equity option.
12.9.1 The International Bank for Reconstruction and Development (IBRD) sanctioned a foreign
currency pool loan equivalent to US$ 26.0 million to Government of Pakistan (GOP) for on
lending to approved leasing companies in local currency for financing small scale and micro
enterprises.
The loan carries charges at the rate of 16% per annum which includes interest, administration
charge, guarantee commission and foreign exchange risk fee.
13. Represents certificates of investment issued under profit and loss sharing basis at rates of
profit ranging from 15% to 17.5% per annum. The certificates of investment are for terms of
three months to five years.
14. LONG TERM ADVANCES AND DEPOSITS
NOTE 1996 1995
Security deposit on leases 14.10 491,521,040 378,591,448
Less: Repayable/adjustable
within 12 months 97,810,301 54,958,652
---------- ----------
393,710,739 323,632,796
Advance lease rentals received 14.20 395,753 400,623
---------- ----------
Rs. 394,106,492 324,033,419
========== ==========
14.1 Represents sums received from lessees under lease contracts and are repayable/adjustable at
the expiry of the lease period.
14.2 Represents sums received in advance and are adjustable against last rents due as per the
lease agreement.
15. CURRENT LIABILITIES
Current maturity of redeemable
capital, long term loan and
security deposit 15.1 616,468,527 252,310,579
Short term loans from banks - secured   15.2 302,236,466 229,323,231
Short term loan from DFI - secured      15.3 150,000,000 --
Running finance under mark up
arrangements - secured 15.4 55,508,960 162,355,705
Short term certificates of investment     13 124,773,000 183,380,000
Accrued financial and related charges   15.5 164,971,868 108,770,219
Creditors 7,443,924 3,143,135
Accrued expenses 7,241,393 5,596,445
Other liabilities 15.6 4,025,936 1,560,224
Provision for taxation 22 17,661,055 7,405,046
Proposed dividend 72,499,289 53,218,704
---------- ----------
Rs 1522830418 1,007,063,288
========== ==========
15.1 Current maturity
NOTE 1996 1995
Redeemable capital 11 133,429,743 54,579,363
Long term loans 12 385,228,483 142,772,564
Security deposit on leases 14 97,810,301 54,958,652
---------- ----------
Rs. 616,468,527 252,310,579
========== ==========
15.2 Represents short term loans utilised against aggregate facilities of Rs. 535 million
(1995: Rs. 255 million ) from commercial and investment banks under sale and purchase
agreements. These loans carry mark up at an average rate of 49 paisa per Rs. 1,000/- per
day. These arrangements are secured by hypothecation of leased assets and related lease
receivables.
15.3 Represents short term loan from Saudi Pak Industrial and Agricultural Investment Company
(Private) Limited. The loan carries mark up at the rate of 51 paisa per Rs. 1,000/- per day. The
arrangement is secured by a guarantee from an investment bank which is further secured by
hypothecation of leased assets and related lease receivables.
15.4 Represents running finance utilised against aggregate facilities from commercial banks of
Rs. 312 million (1995: Rs. 230 million ) for one year and are renewable. The average rate of
mark up is 47 paisa per Rs. 1,000/- per day on daily product basis. These arrangements are
secured by hypothecation of leased assets and related lease receivables.
15.5 Accrued financial and related charges
Mark up
Long term loans 39,413,070 34,707,920
Short term loans 12,570,399 4,854,192
Running finance 5,433,313 5,541,371
Profit on certificates of investment 3,366,340 4,071,838
Commitment charges 556,556 60,581
Exchange risk fee 103,632,190 59,534,317
---------- ----------
Rs. 164,971,868 108,770,219
========== ==========
15.6 Other liabilities
Advance from customers pending
lease execution 3,076,150 1,385,183
Unclaimed dividend 274,570 129,360
Others 675,216 45,681
---------- ----------
Rs. 4,025,936 1,560,224
========== ==========
16. CONTINGENCIES AND COMMITMENTS
Leasing contracts committed but not executed at the balance sheet date were Rs. 62.6 million
(1995: Rs. 18.8 million).
17. OTHER INCOME
1996 1995
Return on deposits and investments 16,809,764 8,978,685
Gain on disposal of operating assets 556,457 356,114
Other fees and income 6,085,055 5,714,093
Exchange gain 2,237,626 -
---------- ----------
Rs. 25,688,902 15,048,892
========== ==========
18. DIRECT COST OF LEASES
Insurance - leased assets 10,938,831 9,409,769
Court fee and stamp duty 1,911,249 1,570,337
---------- ----------
Rs. 12,850,080 10,980,106
========== ==========
19. FINANCE AND BANK CHARGES
Mark up on
Redeemable capital from an
associated company 31,768,091 37,394,315
Long term loan 158,331,934 96,606,155
Short term loan from commercial banks
and financial institutions 67,391,360 30,130,723
Running finance 22,382,518 18,477,449
Profit on certificates of investment 24,543,970 25,305,721
Commitment charges 1,904,310 2,984,141
Exchange risk fee 48,951,088 41,612,104
Amortisation of deferred costs 6,341,318 3,299,798
Bank charges and commission 862,562 1,134,997
---------- ----------
Rs. 362,477,151 256,945,403
========== ==========
20. SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES
NOTE 1996 1995
Salaries, allowances and benefits 35,918,984 24,749,442
Staff welfare and training 4,424,386 2,557,874
Rent 6,134,034 5,481,899
Travelling and vehicle up keep 8,458,770 4,531,936
Insurance on operating assets 1,662,759 1,285,838
Legal and professional charges 2,636,552 1,926,163
Communication 4,755,953 3,809,784
Utilities 1,347,586 680,958
Subscriptions 530,359 418,025
Auditors' remuneration 20.1 249,017 406,907
Advertising 1,563,235 1,657,025
Printing and stationery 2,010,368 1,527,166
Depreciation 8,732,454 7,211,853
Office repairs and maintenance 2,712,891 2,309,251
Donations 20.2 1,188,742 714,881
Office general expenses 326,653 723,668
---------- ----------
Rs. 82,652,743 59,992,670
========== ==========
20.1 Auditors' remuneration
Audit fee 100,000 100,000
NBFI audit fee 55,000 40,000
Tax and corporate advisory services 90,515 260,500
Out of pocket expenses 3,502 6,407
---------- ----------
Rs. 249,017 406,907
========== ==========
20.2 Donations
Donations include a payment of Rs. 165,000/- to the Patients' Aid Foundation for improvement
of Jinnah Hospital. The Chief Executive, Mr. Humayun Murad, is a member of the Board of
Governors of this registered charity.
21. REMUNERATION OF CHIEF EXECUTIVE AND EXECUTIVES
1996 1995
Chief Chief
Executive Executives Total Executive Executives Total
Managerial remuneration 1,801,695 13,836,625 15,638,320 992,670 7,447,692 8,440,362
Housing and utilities 781,855 5,963,113 6,744,968 483,480 3,627,658 4,111,138
---------- ---------- ---------- ---------- ---------- ----------
Rs. 2,583,550 19,799,738 22,383,288 1,476,150 11,075,350 12551500
========== ========== ========== ========== ========== ==========
Number 1 62 1 39
========== ========== ========== ==========
The Chief Executive and certain executives are also provided with free use of Company owned
cars.
22. TAXATION 1996 1995
22.1
Current year 17,661,055 7,405,049
Prior year 338,945 5,094,951
---------- ----------
18,000,000 12,500,000
========== ==========
22.2 Assessments for all years upto and including assessment year 1995-96 have been finalised by
Income Tax Department and all assessed liabilities have been paid by the Company. However,
certain expenses have been disallowed by the Income Tax Department against which the
Company has preferred appeals before the appellate forums.
22.3 Deferred taxation arising due to timing differences between book and income tax revenue or
charges is estimated at Rs.107.1 million (1995: Rs. 52.49 million). As of June 30,1996 no
provision has been made for these timing differences as these are not expected to reverse
within the next three years.
23. COMPARATIVE FIGURES
Prior year's figures have been re-arranged for purposes of comparison wherever necessary.
SHAKIRULLAH DURRANI HUMAYUN MURAD
DIRECTOR CHIEF EXECUTIVE
PATTERN OF SHAREHOLDING AS AT JUNE 30, 1996
NUMBER OF TOTAL
SHAREHOLDERS SHAREHOLDING SHARES HELD
413 1 100 14,253
649 101 500 213,545
88 501 1,000 70,390
125 1,001 2,000 290,563
32 5,001 10,000 210,507
12 10,001 15,000 142,169
5 15,001 20,000 83,676
3 20,001 25,000 71,750
1 25,001 30,000 26,306
1 35,001 40,000 39,325
1 40,001 45,000 41,911
1 45,001 50,000 47,516
2 60,001 65,000 121,294
1 100,001 105,000 100,040
1 115,001 120,000 118,509
1 155,001 160,000 160,000
1 190,001 195,000 190,200
1 200,001 205,000 202,446
1 225,001 230,000 226,689
1 395,001 400,000 396,234
1 440,001 445,000 444,675
1 770,001 775,000 770,324
1 905,001 910,000 905,609
1 910,001 915,000 911,777
1 1,225,001 1,230,000 1,227,572
1 2,635,001 2,640,000 2,637,175
1 6,445,001 6,450,000 6,446,498
------------- -------------
1,347 16,110,953
======== ========
There are no shareholdings in the slabs which have not been included above.
CATEGORIES OF NUMBER OF SHARES PERCENTAGE
SHAREHOLDERS SHAREHOLDERS HELD
INDIVIDUALS 1,320 1,876,428 11.65
INVESTMENT COMPANIES 4 160,778 1.00
INSURANCE COMPANIES 2 1,030,286 6.40
JOINT STOCK COMPANIES 4 16,088 0.10
FINANCIAL INSTITUTIONS 6 3,870,828 24.03
MODARABAS 3 7,550 0.05
ORIX CORPORATION 1 6.4460 40.00
INTERNATIONAL FINANCE
CORPORATION 1 905,609 5.62
OTHERS - FOREIGN FUNDS       6 1,796,888 11.15
------------- ------------- -------------
TOTAL 1,347 16,110,953 100
======== ======== ========
ORIX GROUP DIRECTORY
JAPANESE REGION
Domestic Operations
Leasing and
Installment Loans
ORIX Corporation
Tokyo Headquarters
Principal Business
Providing direct financing leases and operating leases Tokyo Headquarters
for business machines, computers, industrial equip- World Trade Center Building,
ment, plants, aircraft, and other equipment and 2-4-1, Hamamatsu-cho,
installment loans. Minato-ku, Tokyo 105, Japan
Tel: 03-3435-6641
Fax: 03-3435-6642
Telex: 24642
Osaka Headquarters Managing Director:
Katsuo Kawanaka
Director Masahiro Matono
Osaka Headquarters
Nihon Kasai-Osaka Building,
1-11-4, Edobori,
Nishi-ku, Osaka 550, Japan
Tel: 06-449-5001
Fax: 06-441-7160
Deputy President
Shogo Kajinishi
Director Teruo Isogai
Director: Hiroshi Nakajima
Established ORIX
(equity Group's
interest Ownership
acquired) (%)
ORIX Auto Leasing
Corporation 1973 100 TOC Osaki Building,
1-6-1,0saki,
Principal Business Shinagawa-ku, Tokyo 141
Auto lessor in Japan active Tel: 03-3495-4971
mainly in fleet leasing but with Fax: 03-3495-4960
growing business in auto leases
for individuals. Chairman: Hideaki Kimura
President: Hiroaki Nishina
ORIX Alpha
Corporation
Leasing and financing furnish- 1972 100 Karuko-zaka MN Building,
ings and equipment for retailers, 2-1, Ageba-cho, Shinjuku-ku,
hotels, restaurants and other Tokyo 162
users and providing mediatory Tel: 03-5228-5300
and consulting services. Fax: 03-5228-5310
Chairman: Hiroo Maeda
President Kunitoshi Masuda
Y.O. Machinery
Leasing Co., Ltd. 1984 81 World Trade Center Building,
2-4-1, Hamamatsu-cho
Joint venture with a specialized Minato-ku, Tokyo 105
machinery trading company, Tel: 03-3435-6990
handling leases and installment Fax: 03-3435-6415
sales for machine tools and
other equipment. President
Katsuo Kawanaka
ORIX Corporation Principal Business
ORIX Aircraft Aircraft leasing.
Corporation 1986 100 World Trade Center Building,
2-4-1, Hamamatsu-cho,
Minato-ku, Tokyo 105
Tel: 03-3438-2831
Fax: 03-3435-6448
President Takashi Koizumi
Real Estate Related Business
Real Estate
Business
Headquarters
Principal Business:
Extending housing loans, project finance, and Real Estate
mortgage-security loans; brokering real estate; and Business
other real estate related services, such as dormitory Headquarters
leasing. Shinjuku Mitsui
Building No. 2, 3-2-11,
Nishi-Shinjuku, Shinjuku-ku,
Tokyo 160, Japan
Tel: 03-3345-2500
Fax: 03-3345-2588
Senior Managing Director:
Etsuo Hashimoto
Director: Yoshlyasu Shiota
Established ORIX
(equity Group's
interest Ownership
acquired) (%)
ORIX Estate
Corporation
Principal Business: (1986) 99 1-2-30, Benten,
Managing real estate and Minato-ku, Osaka 552
leisure facilities. Tel: 06-571-2481
Fax: 06-572-5741
Chairman: Yasushi Iwai
President: Yutaka Shiraishi
Rentals
ORIX Rentec 1976 100 5-7-21,Kita-Shinagawa,
Corporation Shinagawa-ku, Tokyo 141
Principal Business: Tel: 03-3473-7561
Rental supplier of high- Fax: 03-3473-7549
precision measuring
equipment in Japan. Chairman: Sachio Hata
President: Masaru Yutaka
ORIX Rent-A-Car
Corporation
Principal Business: 1985 85 Nikko-Gotanda Building,
Rent-a-car business. 2-29-5, Nishi-Gotanda,
Shinagawa-ku, Tokyo 141
Tel: 03-3779-2201
Fax: 03-3779-3910
Chairman: Toshio Saruwatari
President: Kazuo Yokoyama
Consumer Finance
ORIX Credit
Corporation 1979 100 Hl Gotanda Building,
Principal Business: 2-11 -17, Nishi-Gotanda
Consumer credit company Shinagawa-ku, Tokyo 141
engaged in business centered Tel: 03-5487-7111
on shopping credit and Fax: 03-3490-1582
consumer finance.
President:
Hiroshi Maruyama
Established ORIX
(equity Group's
interest Ownership
acquired) (%)
Consumer Finance
Principal Business:
ORIX Club 1990 100 1 -3-8, Nishi-Gotanda,
Corporation Shinagawa-ku, Tokyo 141
Consumer loans. Tel: 03-5487-7500
Fax: 03-3490-5789
President:
Hiroshi Maruyama
Computer Software
ORIX Computer
Systems Corporation 1984 100 Osaki CN Building,
Principal Business: 5-10-10, Osaki,
Software engineering house. Shinagawa-ku, Tokyo 141
Tel: 03-5434-7800
Fax: 03-5434-1345
President:
Shogo Kajinishi
Deputy President:
Yuzo Sotani
Securities Brokerage
ORIX Securities (1986) 93 2-26-9, Hachobori,
Co., Ltd. Chuo-ku, Tokyo 104
Principal Business: Tel: 03-3297-5411
Securities house. Fax: 03-3555-3010
Telex: 0522680
President: Hiroshi Chosokabe
Venture Capital
ORIX Capital 1983 65 TOC Osaki Building,
Corporation 1-6-1, Osaki,
Principal Business: Shinagawa-ku, Tokyo 141
Management of venture capital Tel: 03-5434-1361
investment funds. Fax:03-5434-1 360
President:
Kazukiko Naganuma
Marine Transport
ORIX Maritime 1977 100 1-31-8, Kakinokizaka,
Corporation Meguro-ku, Tokyo 152
Principal Business: Tel: 03-5701-3180
Shipping and ship-management Fax: 03-5701-3161
services. Telex: 2427492 ORIX MT J
President: Takashi Koizumi
Managing Director:
Masao Dohi
Established ORIX
(equity Group's
interest Ownership
acquired) (%)
Life Insurance
ORIX Life Insurance 1991 100 Shinjuku Chuo Building,
Corporation 5-1 7-5, Shinjuku,
Principal Business: Shinjuku-ku, Tokyo 160
Life insurance. Tel: 03-5272-2700
Fax:03-5272-2720
Chairman: Meizo Komoto
President: Shinobu Shiraishi
Insurance
ORIX Insurance 1976 100 World Trade Center Building,
Services Corporation 2-4-1, Hamamatsu-cho,
Principal Business: Minato-ku, Tokyo 105
Agency services for casualty and Tel: 03-3435-6618
life insurance.