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DAWOOD LEASING COMPANY LIMITED
(ANNUAL REPORT 1997)
CONTENTS
Corporate Information
Notice of Meeting
Directors' Report
Auditors' Report
Balance Sheet
Profit & Loss Account
Statement of Changes in Financial Position
Notes to the Accounts
Pattern of Share Holding
CORPORATE INFORMATION
Board of Directors
Mr. Rafique Dawood Chairman & Chief Executive
Mr. Mehboob G. Rawjee
Mr. Ayaz Dawood
Mr. Asadullah Khawaja (Nominee of ICP)
Mr. A.K.M. Sayeed (Nominee of NIT)
Mr. Bashir A. Sheikh (Nominee of A1-Faysal Inv. Bank)
Mr. Muizuddin Ahmed (Nominee of SLIC)
Mr. Muzafar Ali Shah (Alternate Nominee of SLIC)
Company Secretary
Mr. Salman Rasheed
Auditors
M. Yousuf Adil & Co.,
Chartered Accountants
Legal Advisors
Sattar & Sattar Associates
Mohsin Tayebaly & Co.
Bankers
ANZ Grindlays Bank plc.
Faysal Bank Ltd.
Habib Bank Ltd.
Muslim Commercial Bank Ltd.
Oman International Bank S.A.O.G.
Prudential Commercial Bank Ltd.
Societe Generale, The French & International Bank
Registered Office
and Head Office 5-B, Lakson Square Building # 1,
Sarwar Shaheed Road, Karachi - 74200
Tel: (021) 568 7778-9
Fax:' (021) 568 5830
E-Mail: dlc @ khi.compol.com
Branch Office 2nd Floor, Gulberg Heights, 6-H, Gulberg, Lahore
Tel: (042) 571 1308
Fax: (042) 571 0296
Shares Department 513, Clifton Centre, Khayaban-e-Roomi,
Clifton Karachi - 75600.
Tel: (021) 575 714
NOTICE OF THE THIRD ANNUAL GENERAL MEETING
Notice is hereby given that the Third Annual General Meeting of the Company will be held in the Auditorium
of The Institute of Chartered Accountants of Pakistan, G-31, Block 8, Clifton, Karachi on December 12, 1997
at 11 A.M. to transact the following business:
Ordinary business
1. To confirm the Minutes of the Second Annual General Meeting held on November 14, 1996.
2. To receive, consider and adopt the Audited Accounts of the Company for the year ended June 30, 1997
together with the Directors' and Auditors' Report thereon.
3. To approve payment of Cash Dividend to the Shareholders @ Rs. 1.25 per share of Rs. 10/- each for
the year ended June 30, 1997 as recommended by the Board of Directors.
4. To appoint Auditors for the year 1997-98 and to fix their remuneration. The retiring Auditors being
eligible offer themselves for re-appointment.
Special business
1. To consider and approve, if deemed fit, changes in the Object Clause of the Memorandum of
Association of the Company.
2. To consider and approve, increase in Authorised Capital of the Company from Rs. 300 million to
Rs. 500 million. As such, Capital Clause of the Memorandum of Association and Article 5 of the
Articles of Association. be accordingly amended to give affect to the proposed increase in the
Authorized Capital of the Company.
3. To consider and approve, the remuneration of Chief Executive and whole time Working Director.
Any other business
1. To transact any other business as may be placed before the meeting with the permission of the Chair.
Statements required under section 160 of the Companies Ordinance, 1984 and draft Resolutions pertaining to          i:~.~
the Special business are being sent to the shareholders alongwith this notice.                                       ~5~
November 20, 1997
Karachi.
Notes
1. The Register of Members of the Company will remain closed from December 3, 1997 to
December 12, 1997 (both days inclusive).
2. A member entitled to attend and vote at a General Meeting is entitled to appoint a Proxy to attend and
vote instead of him/her. No person other than a member shall act as a Proxy.
3. An instrument appointing a Proxy and the Power-of-Attorney or other Authority (if any) under which
it is signed or a notarially certified copy of the Power or Authority, in order to be valid, must be
deposited at the Registered Office of the Company, at the latest by 11 A.M. on December 10, 1997
and must be duly stamped, signed and witnessed.
4. The Shareholders are requested to notify any change in their address immediately.
STATEMENTS IN REGARD TO SPECIAL BUSINESS AS REQUIRED UNDER SECTION 160 OF
THE COMPANIES ORDINANCE, 1984.
The following three statements set out the material facts concerning the special business to be transacted at the
Third Annual General Meeting of Dawood Leasing Company Limited to be held on December 12, 1997. These
statements include the draft resolutions.
Statement pertaining to special business # 1 and draft resolutions:
Approval of the shareholders is sought for amending the Object Clause of the Memorandum of Association of
the Company.
The directors of the Company are of the opinion that the alteration in the Object Clause of the Memorandum
of Association as proposed was necessitated to bring it in line with the requirements of the NBFI Rules of
Business and to undertake such other businesses which could conveniently be undertaken by the Company with
its main object, i.e. leasing business and arc also permissible under the Rules.
None of the director has any special interest in this special business other than to the extent of his interest in
the Company.
For this purpose it is intended that the following Resolutions be passed, with or without modification, as Special
Resolutions.
"Resolved that the following addition be made in Sub Clauses 1.5 and 1.7 of clause 1 (a) of the Object Clause
of the Company's Memorandum of Association:
In sub clause 1.5 after the word "years" following be added. "or any other shorter period prescribed from time
to time by the Competent Authority responsible for regulating the conduct of leasing companies in the country."
In sub clause 1.7 at the end of the sentence, after full stop the following new sentence be added. "The
company however, may be entitled to provide funds to construction companies, builders, developers,
companies dealing in real-estate and to any other businesses, provided that the Competent Authority
responsible for regulating the conduct of leasing companies in the country permits leasing companies to fund
and finance such activities."
Further Resolved that the sub clauses 1.2 and 1.6 of clause l(a) be and are hereby deleted from the Object
Clause of the Memorandum of Association of the Company, and subsequent sub clauses be renumbered.
Further Resolved that the following five clauses be and are hereby inserted after clause 9 in the Object Clause
of the Memorandum of Association of the Company and subsequent clauses be renumbered.
Clause 10 To solicit, mobilize, accept local and foreign currency capital and/or funds and credit lines
for leasing and establishing operations thereof.
Clause 11 To issue certificates of investment in local and foreign currencies after obtaining permission
from the Corporate Law Authority and/or the State Bank of Pakistan.
Clause 12 To draw, make, accept, endorse, establish, discount, execute and issue bills of exchange,
guarantees, foreign or inland letters of credit, leases and other negotiable instruments for
itself or on behalf of its clients, subject to any permission required by the law.
Clause 13 To invest funds in Federal Investment Bonds, Certificate of Investments, Term Finance
Certificates, Treasury Bills, Securities, Shares, Portfolio Management, Modaraba Certifi-
cates, Bonds and in any other instrument of similar nature and to sponsor, participate and
underwrite the issue or conversion of shares and securities including Term Finance
Certificates, debentures and bonds issued or being issued by the bodies corporate or
-otherwise, either in Pakistan or abroad subject to restrictions applicable to leasing compa-
nies.
Clause 14 To provide and/or assist in acquiring general assistance and consultancy services in the
identification, development, promotion, re-organization and financing of the projects in the
industrial, agricultural, commercial and other sectors of the economy.
Further Resolved that the Chairman & Chief Executive and/or Company Secretary be and is hereby
authorized to take all steps necessary to give effect to the above resolutions, including the formalities of the
Corporate Law Authority and the Registrar, Company Registration Office."
The Shareholders hereby confirm and ratify and shall be bound to confirm and ratify all acts, deeds and things
of the Chairman & Chief Executive and/or Company Secretary that they may be required to do in order to
give effect to the above Resolutions.
Statement pertaining to special business # 2 and draft resolutions:
In order to provide for increase in capital for future growth, the Board of Directors proposes that the Authorised
Capital be increased from Rs. 300,000,000/- to Rs. 500,000,000/-.
None of the director has any special interest in this special business other than to the extent of his interest in
the Company.
For this purpose it is intended that the following Resolutions be passed, with or without modification, as Special
Resolution.
"Resolved that the Authorized Capital of the Company be and is hereby increased from
Rs. 300,000,000/- (Rupees three hundred million) divided into 30,000,000 (thirty million) Ordinary Shares of
Rs. 10/- each to Rs. 500,000,000/- (Rupees five hundred million) divided into 50,000,000 (fifty million)
Ordinary Shares of Rs. 10/- each, and as such, the Capital Clause of the Memorandum of Association and
Article 5 of the Articles of Association of the Company be amended accordingly to affect the changes proposed
and approved in the Capital of the Company.
Further Resolved that the Chairman & Chief Executive and/or Company Secretary be and is hereby
authorized to take all steps necessary to give effect to the above resolutions, including the formalities of the
Corporate Law Authority and the Registrar, Company Registration Office."
The Shareholders hereby confirm and ratify and shall be bound to confirm and ratify all acts, deeds and things
of the Chairman & Chief Executive and/or Company Secretary that they may be required to do in order to give
effect to the above Resolutions.
Statement pertaining to special business # 3 and draft resolution:
The Shareholders of the Company in the First Annual General Meeting held on December 6, 1995 had approved
an aggregate amount of remuneration of Rs. 1.56 million per annum to the Chief Executive and Rs. 1.94 million
per annum to the two. Working Directors. The Shareholders further approved that these remuneration are
exclusive of perquisites and retirement benefits to which they are entitled under the terms of employment
approved by the Board. The Board, after considering the factors such as devaluation, inflation and the
remuneration package provided by other leasing companies is of the opinion that present remuneration package
requires revision.
With this background, approval of the Shareholders is sought for the remuneration payable to the Chairman
& Chief Executive and whole time Working Director in accordance with the terms and conditions of service
approved by the Board. For this purpose it is intended to propose that the following Resolution be passed as
an Ordinary Resolution, namely:
"Resolved that the Company hereby approves and authorized the holding of office of profit and payment as
remuneration consisting of salary and allowances to:
a) Mr. Rafique Dawood, Chairman & Chief Executive in an aggregate amount not exceeding
Rs. 2 million (two million) per annum exclusive of bonuses, perquisites and retirement benefits
to which he is entitled under the terms of employment and policy of the Company approved by
the Board.
b) Mr. Ayaz Dawood, Working Director in an aggregate amount not exceeding Rs. 1 million (one
million) per annum exclusive of bonuses, perquisites and retirement benefits to which he is
entitled under the terms of employment and policy of the Company approved by the Board."
Mr. Rafique Dawood, Chairman and Chief Executive and Mr. Ayaz Dawood, Working Director of the
Company are interested in the business of the Company to the extent of their shareholding in the Company and
their remuneration.
DIRECTORS' REPORT
We are pleased to present your Company's Third Annual Report for the year ended June 30, 1997. You will
note that the performance and growth of your company has gained momentum.
Operating Results 1997 1996
Rupees Rupees
Lease Income 121,291,858 84,664,664
Other Income 670,720 4,452,231
121,962,578 89,116,895
========== ==========
Allowance for Potential Lease Losses 11,500,000 5,000,000
========== ==========
Profit Before Taxation 46,406,524 46,210,588
Provision for Taxation 1,243,016 1,273,702
---------- ----------
Profit After Taxation 45,163,508 44,936,886
Unappropriated Profit Brought Forward 1,533,416 4,333,907
Profit Available for Appropriation 46,696,924 49,270,793
Appropriations
Transfer to Statutory Reserve 9,032,702 8,987,377
Transfer to General Reserve' 5,000,000 7,500,000
Proposed Cash Dividend 31,250,000 31,250,000
45,282,702 47,737,377
---------- ----------
Unappropriated Profit Carried Forward 1,414,222 1,533,416
========= =========
Proposed Cash Dividend Per Share 1.25 1.25
Book Value Per Share 11.82 11.26
Review of Operations
The fiscal 1996-97 was a tough year for the country. GDP growth slowed down with a sharp decline in the
output of agricultural and manufacturing sector. The textile sector, the backbone of our economy, continued
to languish. There was a noticeable decline in other sectors as well. Frequent devaluation, political
uncertainty, imposition of heavy taxes, overnight increase of 3% in State Bank discount rate in October 1996,
resulted in higher cost of funds. Utility tariffs and support prices of agricultural commodities were increased,
further augmenting the inflation rate and depressing the economic activity in our country.
The performance of stock market has also been adversely affected on account of economic conditions and
lackluster interest of foreign fund managers. Only fourteen new companies were listed on the Karachi Stock
Exchange out of which twelve companies were significantly under subscribed. Investment climate was
extremely negative and very little new capital investment had taken place. Additionally, the differences with
IMF over the management of the economy had shied away investors. However, with the new elected
government in place, and with its swift and timely initiation of reforms in various fields, a ray of hope on the
horizon has emerged.
We are pleased to report that despite depressed economic conditions, the lease income of your company has
jumped from Rs. 84.66 million to Rs. 121.29 million showing a significant increase of 43.3% over the past year.
New leases worth Rs. 248.68 million were written during the year under review. The net investment in lease
finance has gone-up from Rs. 510.57 million to Rs. 620.50 million showing an increase of 21.5%.
In continuation of our prudent accounting approach, after writing off the entire pre-operational expenditure of
Rs. 2.34 million in June 1995 accounts, the company has continued to build-up a non-specific reserve as
Allowance for Potential Lease Losses. This year, an amount of Rs. 11.50 million has been added to increase
the Allowance for Potential Lease Losses to Rs. 16.50 million, which is around 2.7% of net investment in lease
finance. The total of mandatory Statutory Reserve, General Reserve and Allowance for Potential Lease Losses
has grown from 6.8% to 9.8% of net investment in lease finance. The philosophy of building reserves will
strengthen your Company's ability to mitigate any negative eventuality, which is a significant part of its
business strategies.
Dawood Leasing has continued to follow a cautious policy of writing leases. We have always maintained a
fairly diversified portfolio. This year, the energy and natural gas sector is at the top of the list with an exposure
of 18%.
Your company's target market has been and will continue to be the infrastructure related projects, small
businesses and consumer lease financing. We encourage leasing computers to technical training institutions and
individuals. As of June 30, 1997, our total customer base has risen to 838 leases written to 821 clients.
We are pleased to report that this year too, despite bearish stock market conditions, we were able to realize a
modest capital gain and achieve a 23.1% value increase in our stock portfolio.
Future Business Prospects
The new Government has announced a host of packages to address the issue of economic stagnation prevalent
in the country. These packages address the following:
· Replacement of demand management economic policies with supply-side economic policies,
· Tighter control on government borrowings,
· Allowing private sector greater access to credit,
· Rightsizing in government departments and state owned enterprises,
· Preparing public sector financial institutions for privatization through rightsizing and debt recovery
  process,
· Reduction in tax rates, mark-up rates and State Bank of Pakistan's discount rate in two steps from
  20% to 18.5%,
· Limiting increase in Utility prices and privatization plan of utility companies,
· Elimination of Central Excise duty on bank borrowings and lease financing, and
· Negotiation of $ 1.6 billion ESAF/EFF while terminating SBA with IMF.
We hope and pray that these initiatives of the present government should assist the economy in its revival,
although some economists have a rather different view on the possibility of success of supply-side economic
policies.
With this perspective, your Company has adopted a more cautious and prudent approach to assess new lease
proposals, select viable sectors and continue to maintain a well-diversified portfolio of leases. We strongly
support the initiative of the government in the field of Information Technology and Computer Education, and
hence are already providing lease financing to a number of educational institutions and individuals. Your
company shall continue to serve promising, feasible, environmentally friendly and socio-economically
beneficial entities.
Resource mobilization
Your Company has been extremely successful and is continuing the process of negotiating a number of
additional credit lines from both local and multilateral institutions. Your Company on September 18, 1997
signed an agreement with the Asian Development Bank, to participate in the $100 million Financial Sector
Intermediation Loan Project (FSIL). This line is available on a first come first serve basis to a selected group
of financial institutions. This is a long-term fifteen year line including a three year grace period. We expect to
draw down against this line some time early next year, after completion of all related formalities.
We are applying to the Corporate Law Authority for their permission to issue Certificate of Investments
(COI's). We expect to issue COI's early next year to enhance our competitive position in the leasing industry.
Your Company also expects to be chosen by at least one other multilateral agency within the next twelve
months for long-term funding. Our bankers have demonstrated their confidence in Dawood Leasing by
enhancing our existing credit lines.
Your Company believes in borrowing from a wide range of selected financial institutions, and we have been
successful in establishing a relationship with nineteen different financial institutions.
Pattern of Share Holding
The pattern of Share-holding appears on page 29.
Auditors
The retiring auditors, being eligible, offer themselves for re-appointment.
Board of Directors
During the year under report, Mr. Muizuddin Ahmed, Chairman State Life Insurance Corporation has joined
the Board in place of Mr. S. Gulrez Yazdani. The Board wishes to place on record its appreciation for the
valuable services rendered to the company by Mr. S. Gulrez Yazdani.
The Directors are pleased to welcome Mr. Muizuddin Ahmed on the Board and Mr. Muzafar Ali Shah, as his
alternate Director.
Acknowledgement
We would like to endorse our appreciation for the confidence and support of our valuable customers and
shareholders in making this year a success. The support and guidance provided by the Ministry of Finance, the
Corporate Law Authority and the State Bank of Pakistan is highly appreciated. We are also grateful to our
various lease syndicate partners, lending institutions for their support and confidence and above all, the
dedication and hard work of our team members that has made it all possible.
We reiterate our mission to work with dedication and dynamism for the benefit of all the stakeholders.
October 14, 1997
Karachi.
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Dawood Leasing Company Limited as at June 30,
1997 and the related profit and loss account and the statement of changes in financial position (cash
flow statement) together with the notes forming part thereof, for the year ended on that date 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
forming part thereof have been drawn up in conformity with the Companies
Ordinance, 1984, and are in agreement with the books of account and are
further in accordance with accounting policies consistently applied;
(ii) the expenditure incurred during the year was for the purpose of the
Company's business; and
(iii) the business conducted, investments made and the expenditure incurred
during the year were in accordance with the objects of the company;
c) in our opinion and to the best of our information and according to the explanations
given to us, the balance sheet, profit and loss account and the statement of changes
in financial position (cash flow statement), together with the notes thereon, 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, 1997 and of the profit and the 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.
October 14, 1997 M. Yousuf Adil & Co.
Karachi. Chartered Accountants
BALANCE SHEET AS AT JUNE 30, 1997
1997 1996
Note Rupees Rupees
SHARE CAPITAL AND RESERVES
Authorized
30,000,000 Ordinary Shares of Rs. 10/- each 300,000,000 300,000,000
========= =========
Issued, Subscribed and Paid-up
25,000,000 Ordinary Shares of Rs. 10/- each.
Fully Paid in Cash 250,000,000 250,000,000
Statutory Reserve 3 21,603,556 12,570,854
General Reserve 4 22,500,000 17,500,000
Unappropriated Profit 1,414,222 1,533,416
295,517,778 281,604,270
ALLOWANCE FOR POTENTIAL LEASE LOSSES 16,500,000 5,000,000
REDEEMABLE CAPITAL 5 82,014,234 59,890,256
LONG TERM LOANS 6 55,000,000 --
LIABILITIES AGAINST ASSETS SUBJECT TO
FINANCE LEASE 7 283,980 165,424
LONG TERM LEASE DEPOSITS 8 62,157,679 40,605,063
CURRENT LIABILITIES
Short Term Borrowings 9 65,984,771 42,325,635
Current Maturity of Redeemable Capital 50,317,202 61,733,662
Current Maturity of Lease Liabilities 209,377 95,228
Current Maturity of Lease Deposits 4,998,876
Accrued and Other Liabilities 10 14,031,459 15,635,987
Proposed Cash Dividend 31,250,000 31,250,000
Taxation 1,831,850 1,142,790
168,623,535 152,183,302
CONTINGENCY AND COMMITMENT 11
---------- ----------
680,097,206 539,448,315
========== ==========
The annexed notes from 1 to 23 form an integral part of these accounts.
FIXED ASSETS - TANGIBLE 12 11,497,216 11,221,240
NET INVESTMENT IN LEASE FINANCE
Minimum Lease Payments Receivable 740,402,106 655,910,575
Residual Value of Lease Assets 81,982,870 51,324,880
---------- ----------
822,384,976 707,235,455
Unearned Income (201,881,334) -196,659,686
---------- ----------
Net Investment in Lease Finance 620,503,642 510,575,769
Current Portion of Net Investment in Lease Finance  (212,364,724) (121,544,593)
---------- ----------
408,138,918 389,031,176
LONG TERM LOANS - STAFF 13 1,650,427 --
CURRENT ASSETS
Current Portion of Net Investment in 
Lease Finance 212,364,724 121,544,593
Short Term Investments 14 29,456,702 7,188,400
Advances Against Lease Commitment 3,750,000
Advances, Deposits and Prepayments 15 3,311,333 1,438,887
Other Receivables 16 521,590 1,237,871
Cash and Bank Balances 17 13,156,296 4,036,148
258,810,645 139,195,899
---------- ----------
680,097,206 539,448,315
========== ==========
PROFIT & LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 1997
1997 1996
Note Rupees Rupees
Income
Lease Income 121,291,858 84,664,664
Return on Deposits and Investments 18 461,924 2,164,772
Gain on Sale of Investments 143,663 2,227,421
Other Income 65,133 60,038
121,962,578 89,116,895
Expenditure
Administration and Operating Expenses 19 18,822,394 14,448,630
Financial Charges 20 45,233,660 23,457,677
Allowance for Potential Lease Losses 11,500,000 5,000,000[
---------- ----------
75,556,054 42,906,307
---------- ----------
Profit Before Taxation 46,406,524 46,210,588
Provision for Taxation
Current Year 10,360,001 546,042
Prior Year 207,016 727,660
---------- ----------
1,243,016 1,273,702
Profit After Taxation 45,163,508 44,936,886
Unappropriated Profit Brought Forward 1,533,416 4,333,907
---------- ----------
Profit Available for Appropriation 46,696,924 49,270,793
Appropriations
Transferred to Statutory Reserve 9,032,702 8,987,377
Transferred to General Reserve 5,000,000 7,500,000
Proposed Cash Dividend @ 12.5% (1996 : 12.5%) 31,250,000 31,250,000
---------- ----------
45,282,702 47,737,377
---------- ----------
Unappropriated Profit Carried Forward 1,414,222 1,533,416
========== ==========
The annexed notes from 1 to 23 form an integral part of these accounts.
STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE YEAR ENDED JUNE 30, 1997
1997 1996
A. CASH FLOW FROM OPERATING ACTIVITIES Rupees Rupees
Profit After Taxation 45,163,508 44,936,886
Adjustment to Determine Net Cash Flows:
Depreciation 2,712,529 2,021,468
Gain on Sale of Investment (143,663) (2,227,421 )
Financial Charges 45,233,660 23,457,677
Loss / (Gain) on Sale of Assets 6,712 (60,038)
Allowance for Potential Lease Losses 11,500,000 5,000,000
59,309,238 28,191,686
---------- ----------
Operating Profit Before Working Capital Changes 104,472,746 73,128,572
Working Capital Changes:
Advances, Deposits and Prepayments (1,705,721) (888,404)
Other Receivables 716,281 (442,313)
Accrued and Other Liabilities (2,616,830) 3,525,230
Taxation 689,060 972,790
---------- ----------
(2,917,210) 3,167,303
---------- ----------
101,555,536 76,295,875
Less : Financial Charges Paid (44,522,588) (16,280,248)
---------- ----------
Net Cash Provided By Operating Activities  57,032,948 60,015,627
B. CASH FLOW FROM FINANCING ACTIVITIES
Redeemable Capital Obtained 75,000,000 105,000,000
Long Term Loans Obtained 55,000,000 --
Lease Finance Obtained 1,186,000 349,000
Redemption of Redeemable Capital (64,292,482) (13,376,082)
Repayment of Lease Liability (914,595) (365,418)
Security Deposit (38,7001) (550)
Long Term Lease Deposits 26,551,492 13,450,943
Short Term Borrowings 23,659,136 32,325,635
Dividend Paid (30,948,770) --
Net Cash Provided By Financing Activities 85,202,081 137,383,528
C. CASH FLOW USED IN INVESTING ACTIVITIES
Investment in Leases (Net) (109,927,873) (257,200,752)
Capital Expenditure (3,815,705) ( 1,076,262)
Proceeds from Sale of Fixed Assets 820,488 334,838
Long Term Loans - Staff (1,817,152) --
Investment in Marketable Securities (25,801,889) (15,348,500)
Sale Proceeds of Marketable Securities 3,677,250 41,035,381
Advance Against Lease Commitment 3,750,000 33,250,000
---------- ----------
Net Cash Used in Investing Activities (133,114,881) (199,005,295)
---------- ----------
Net Increase/(Decrease) in Cash and Cash Equivalent 9,120,148 (1,606,140)
Cash and Cash Equivalent at the Beginning of the Year 4,036,148 5,642,288
---------- ----------
Cash and Cash Equivalent at the End of the Year 13,156,296 4,036,148
========== ==========
NOTES TO THE ACCOUNTS - JUNE 30, 1997
1. THE COMPANY AND ITS OPERATIONS
The Company was incorporated on June 22, 1994 as a public limited company and is listed on the
Karachi and Islamabad Stock Exchanges. The Company primarily carries on the business of leasing.
2. SIGNIFICANT ACCOUNTING POLICIES
2.1 Accounting Convention
These financial statements have been prepared under the "historical cost convention".
2.2 Revenue Recognition
The company follows the finance method in recognizing income on lease contracts. Under
this method the unearned income i.e., the excess of aggregate lease rentals and the estimated
residual value over the cost of the leased asset is deferred and then amortized over the terms
of the lease, so as to produce a constant rate of return on net investment in the lease.
Front end fee, commitment fee and other commissions are taken to income when realized.
The transaction of purchase and resale obligation of Government Securities at contracted rates
for specified period of time are recorded at the contracted purchase price and the differential
of the contracted purchase and resale prices is taken to income.
Return on securities is recognized on accrual basis.
Dividend income is recognized at the time of closure of the shares transfer book of the
company declaring the dividend.
2.3 Staff Retirement Benefits
The Company operates a funded contributory Provident Fund Scheme for its employees. The
employees are also entitled to gratuity after completion of 3 years continuous service in
accordance with the service rules of the Company.
2.4 Allowance for Potential Lease Losses
The Company, as a prudent policy, makes a general provision at a reasonable level, which
in the judgement of management is adequate to provide for potential losses on lease portfolio
that can be reasonably anticipated. The allowance is created by charge to income.
2.5 Taxation
The charge for current taxation is based on taxable income at the current rates of taxation.
On lease income, it is computed as if all leases are operating leases, after taking into account
allowances available for depreciation in respect of fixed assets under lease.
The tax effect for deferred taxation is calculated using the liability method on all major timing
differences which are expected to reverse in foreseeable future. As a measure of prudence
deferred tax debits are not accounted for.                                                                    ~~~~
2.6 Tangible Fixed Assets and Depreciation
These are stated at cost less accumulated depreciation. Depreciation is charged to income,
applying the straight line method whereby cost of an asset is written-off over its estimated
useful life. A full year's depreciation is charged on all assets acquired during the year while
no depreciation is charged on assets disposed off during the year.
Normal repairs and maintenance are charged to income as and when incurred. Gains and
losses on disposal, if any, are taken to profit and loss account.
2.7 Investments
Short term investments are stated at lower of moving average cost and market/break-up value
on aggregate portfolio basis.
1997 1996
3. STATUTORY RESERVE Rupees Rupees
Opening Balance 12,570,854 3,583,477
Transferred During the Year 9,032,702 8,987,377
---------- ----------
21,603,556 12,570,854
========== ==========
The reserve is created by transferring 20% of the after tax profit for the year which is required
under Rule-3 of the State Bank of Pakistan's Prudential Regulations for Non-Banking
Financial Institutions.
1997 1996
4. GENERAL RESERVE Rupees Rupees
Opening Balance 17,500,000 10,000,000
Transferred During the Year 5,000,000 7,500,000
---------- ----------
22,500,000 17,500,000
========== ==========
5. REDEEMABLE CAPITAL -
SECURED (NON-PARTICIPATORY)
Morabaha Morabaha Finance Under 1997 1996
Term  Finance  Certificates Finance Mark-up  Arrangement  Rupees Rupees
I II III I II
Opening Balance 43,311,959 43,311,959 30,000,000 *5,000,000 -- 121,623,918 30,000,000
Obtained During the Year -- -- 25,000,000 30,000,000 -- 20,000,000 75,000,000 105,000,000
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
43,31 1,959 43,311,959 25,000,000 60,000,000 5,000,000 20,000,000 196,623,918 135,000,000
Paid During the Year (15,182,899) (15,182,899) -- (30,000,000) (1,367,864) (2,558,820) (64,292,482) (13,376,082)
28,129,060 28,129,060 25,000,000 30,000,000 3,632,136 17,441,180 132,331,436 121,623,918
Payable Within one Year
Shown Under Current
Liabilities                  (17,956,149) (17,956,149) (6,804,386) -- (1,647,600) (5,952,918) (50,317,202) (61,733,662)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Rupees 10,172,911 10,172,911 18,195,614 30,000,000 1,984,536 11,488,262 82,014,234 59,890,256
========= ========= ========= ========= ========= ========= ========= =========
Morabaha Morabaha Finance Under
Term  Finance  Certificates Finance Mark-up  Arrangement
I II III I II
Repayment Jan 17, 1996 Mar.03, 1996 Sept 27, 1997  Lumpsum on Nov. 06, 1996 Mar. 14, 1997
Period Aug 17, 1998 Sept 03, 1998 Mar. 27, 2000 Dec. 30, 1998 May 06, 1999 Dec. 14, 1999
----------------(Rupees)'-------------------
Sale Price 50,000,000 50,000,000 25,000,000 30,000,000 20,000.00 20,000,000
Purchase Price 68,882,214 68,882,214 35,712,210 42,000,000 31,708,440 277,690,214
Prompt Payment 2,503,968 2,503,968 1,271,106 -- 4,357,080 --
Bonus
These are secured against hypothecation of all properties and assets including book debts of the Company ranking
pari passu with each other and with the charge created to secure long term loans (Refer Note 6) and short term
borrowings (Refer Note 9).
* The sanctioned amount of finance under mark-up arrangement is Rs. 20 million out of which Rs.5 million was
received on May 07, 1996.
Limit in 1997 1996
6. LONG TERM LOANS Rs. million Rupees Rupees
Secured
From Investment Bank (6.1) 20 20,000,000 --
Unsecured
From Development Financial Institution 35 35,000,000 --
---------- ----------
55,000,000 --
========== ==========
6.1 It is secured against hypothecation of all properties and assets including book debts of the
Company ranking pari passu with each other and with charge created to secure redeemable
capital (Refer Note 5) and short term borrowings (Refer Note 9). The loan has been provided
on roll over basis for two years term.
These are subject to markup of Rs. 0.5479 per Rs. 1,000/- per day.
7. LIABILITIES AGAINST ASSETS SUBJECT 1997 1996
TO FINANCE LEASE Rupees Rupees
Opening Balance 295,552 311,970
Acquired During the Year 1,186,000 349,000
---------- ----------
1,481,552 660,970
Paid During the Year (914,595) (365,418)
---------- ----------
566,957 295,552
Security Deposit (73,600) (34,900)
---------- ----------
493,357 260,652
Payable Within One Year
Shown Under Current Liabilities (209,377) (95,228)
---------- ----------
283,980 165,424
========== ==========
These represents vehicles acquired under finance lease agreements from a leasing company.
The cost plus financial charges are payable in 36 monthly instalments of Rs. 11,501/- and
Rs. 13,082/- . Implicit rate of return is ranging between 17 to 18% per annum.
The future minimum lease payments to which the Company is committed at June 30, 1997 are
as under:
Year ended June 30, Rupees
1998 294,996
1999 214,489
2000 130,820
----------
640,305
Financial Charges Allocated to Future Period (146,948)
----------
493,357
==========
8. LONG TERM LEASE DEPOSITS
These represent the security deposits (lease key money) received from lessees under lease contracts
and are repayable at the expiry of their respective lease period.
Limit in 1997 1996
9. SHORT TERM BORROWINGS Rs. million Rupees Rupees
Secured (9.1)
From Commercial Banks
Morabaha Finance 25 25,000,000 15,000,000
Running Finance 60 15,984,771 17,325,635
From Investment Bank
Finance Against Bills -- 10,000,000
Unsecured
From Investment Bank 20 20,000,000 --
From Development Financial Institution 5 5,000,000 --
---------- ----------
65,984,771 42,325,635
========== ==========
9.1 These facilities are secured against hypothecation of all properties and assets including book
debts of the Company ranking pari passu with each other and with the charge created to secure
redeemable capital (Refer Note 5) and long term loans (Refer Note 6).
9.2 The Repurchase price of Morabaha finance is Rs. 27.355 (million). The mark-up rate of other
borrowings ranges between Rs. 0.4932 to Rs. 0.5479 per Rs. 1,000/- per day.
10. ACCRUED AND OTHER LIABILITIES 1997 1996
Rupees Rupees
Mark-up on:
Redeemable Capital 5,282,823 7,048,668
Long-term Loans 791,78l --
Short-term Borrowings 2,842,984 1,160,747
Financial Charges on Lease Assets 2,899 --
Advance, from Clients 3,031,064 6,108,086
Withholding Tax 423,235 51,616
Accrued Expenses 590,823 660,477
Unclaimed Dividend 301,230 --
Others 764,620 606,393
---------- ----------
14,031,459 15,635,987
========== ==========
11. CONTINGENCY AND COMMITMENT
CONTINGENCY
The portion of tax demand amounting to Rs. 1.2 million in respect of assessment year 1995-96 was
not acknowledged. The Company has filed appeal before Income Tax Appellate Commissioner, and
the assessment order has been set aside for fresh decision.
COMMITMENT
Lease financing contracts committed but not executed at the Balance Sheet date were Rs. 67 million
(1996 - Rs. 126.8 million)
12. FIXED ASSETS - TANGIBLE
Particulars      Cost at  Additions  Cost at  Accumulated  Book Value at  Depreciation  Rate
July 01,  (Disposals) June 30, Depreciation June 30, for the %
1996 during the 1997 at June 30, 1997 year
year year 1997
Company Owned
Lease-hold Improvements 5,528,864 -- 5,528,864 1,627,146 3,901,718 552,886 10
Furniture & Fixtures 2,895,613 73,714 2,969,327 876,055 2,093,272 296,933 10
Equipment and Appliances 1,604,145 1,557,621 3,161,766 856,046 2,305,720 576,430 20
Vehicles 4,744,028 998,370 5,695,398 3,017,892 2,677,506 1,139,080 20
(47,000)
---------- ---------- ---------- ---------- ---------- ----------
14,772,650 2,629,705 17,355,355 6,377,139 10,978,216 2,565,329
Under Lease           (47,000)
Vehicles 349 000 1,186,000 736,000 217,000 519,000 147,200 20
(799,000)
---------- ---------- ---------- ---------- ----------
Rupees 15,121,650 3,815,705 18,091,355 6,594,139 11,497,216 2,712,529
(846,000)
========== ========== ========== ========== ==========
Rupees (1996) 14,388,888 1,076,262 15,121,650 3,900,410 11,221,240 2,021,468
(343,500)
========== ========== ========== ========== ==========
12.1 Disposal of Assets
Particulars Mode of Sold to Cost Accumulated  Book Sale
disposal depreciation  Value Proceeds
Vehicle Insurance Claim Orient Insurance Co. Ltd. 799,000 -- 799,000 773,488
Vehicle insurance Claim Orient Insurance Co. Ltd.  47,000 18,800 28,200 47,000
---------- ---------- ---------- ----------
Rupees 846,000 18,800 827,200 820,488
========== ========== ========== ==========
Rupees (1996) 343,500 68,700 274,800 334,838
========== ========== ========== ==========
12.2 The rate of depreciation on equipment and appliances has been increased from 10% to 20%.
Profit for the year would have been higher by Rs. 260,253/-. if them had been no change in
the depreciation rate.
1997 1996
Rupees Rupees
13. LONG TERM LOANS - STAFF
CONSIDERED GOOD
1,817,152 --
Staff Loan (166,725) --
---------- ----------
Recoverable Within One Year 1,650,427 --
========== ==========
The loans under the scheme have been provided to executives of the Company to facilitate
construction or purchase of house, which are repayable over a period of 10 years with a service charge
@ 5% per annum.
Maximum amount, due from executives at the end of any month during the year was Rs. 1,817,152
(1996 - Nil) and amount outstanding for period exceeding three years is Rs. 1,405,236.
14. SHORT TERM INVESTMENTS
No. of Market 1997 1996
Shares Value Rupees Rupees
Quoted
Adamjee Insurance Company Ltd. 26,366 2,399,306 2,578,500 2,578,500
Hub Power Company Ltd. 5,000 204,500 190,500 --
ICI Pakistan Ltd. 6,250 151,563 139,650 343,500
25th I.C.P. Mutual Fund 500 2,750 5,000 5,000
KASB Premier Fund Ltd. 50,000 180,000 500,000 500,000
Pakistan State Oil Company Ltd. 980 318,990 215,562 162,400
Pakistan Telecommunication Co. Ltd. 5,000 153,250 155,750 --
Pakland Cement Ltd. 1,788,554 17,170,118 12,072,740 --
Paramount Leasing Company Ltd. 9,900 86,130 99,000 99,000
Saadi Cement Ltd. 2,500,000 14,375,000 12,500,000 --
---------- ---------- ----------
35,041,607 28,456,702 3,688,400
Unquoted
Fidelity Mutual Fund Ltd. -- 2,500,000
Government Securities
Federal Investment Bonds - 10 years 1,000,000 1,000,000
---------- ----------
29,456,702 7,188,400
========== ==========
15. ADVANCES, DEPOSITS AND PREPAYMENTS
Current Portion of Long Term Loan 166,725 --
Advance Income Tax 2,329,144 198,408
Deposits 41,000 41,000
Prepayments 761,464 1,187,479
Other Advances 13,000 12,000
---------- ----------
3,311,333 1,438,887
========== ==========
16. OTHER RECEIVABLES
Considered Good
Accrued Profit / Interest 30,000 381,996
Dividend 42,211 33,845
Others 449,379 822,030
---------- ----------
521,590 1,237,871
========== ==========
17. CASH AND BANK BALANCES 1997 1996
Rupees Rupees
Cash in Hand 23,526 19,857
Cash with Banks
In Deposit Accounts ( 17.1 ) 13,027,727 3,970,370
In Current Accounts 105,043 45,921
---------- ----------
13,156,296 4,036,148
========== ==========
17.1 This includes Rs. 50,000/- deposited with the State Bank of Pakistan, to maintain liquidity
requirements under Prudential Regulations.
18. RETURN ON DEPOSITS AND INVESTMENTS 1997 1996
Rupees Rupees
Profit on PLS Accounts / Bank Deposits (Net of Zakat) 153,472 1,616,798
Interest on Securities 209,602 335,677
Dividend 98,850 212,297
---------- ----------
461,924 2,164,772
========== ==========
19. ADMINISTRATION AND OPERATING EXPENSES
Salaries and Benefits 6,674,744 6,111,920
Directors' Meeting Fees 3,000 1,500
Rent, Rates and Taxes 225,439 179,471
Insurance 563,754 431,206
Legal and Professional 689,239 411,921
Travelling and Conveyance 1,356,829 1,047,896
Postage and Telephone 1,468,634 877,004
Utilities 267,095 213,461
Printing and Stationery 599,915 582,158
Vehicles Running and Maintenance 797,950 426,169
Computerisation 255,554 71,750
Entertainment 509,085 436,145
Advertisement 526, 117 548,150
Repairs and Maintenance 344,459 194,188
Auditors' Remuneration ( 19.1 ) 145, 126 112,625
Shares Department 514,281 497,330
Credit Rating 269,725 --
Depreciation 2,712,529 2,021,468
Fees and Subscription 735,140 186,261
Donation (19.2) 66,145 18,500
Others 97,634 79,507
---------- ----------
18,822,394 14,448,630
========== ==========
19.1 Auditors' Remuneration 1997 1996
Rupees Rupees
Statutory Audit Fee 50,000 50,000
Special Audit Fee 34,000 28,000
Tax and Other Consultancy 56,000 24,000
Out of Pocket Expenses 5,126 10,625
---------- ----------
145,126 112,625
========== ==========
19.2 None of the Directors or their spouse had any interest in the donees fund.
1997 1996
Rupees Rupees
20. FINANCIAL CHARGES
Mark-up on:
Redeemable Capital 20,736,734 20,251,819
Long Term Loans 5,940,563 --
Short Term Borrowings 17,476,481 2,828,350
Financial Charges on Lease Liability 156,289 53,523
Documentation and Bank Charges 923,593 323,985
----------- -----------
45,233,660 23,457,677
=========== ===========
21. TAXATION
The assessment of the Company has been finalized upto accounting year ended June 30, 1996
(Assessment Year 1996-97).
In view of the tax loss for the year, minimum tax @ 0.5% of total turnover has been provided in
these accounts.
Deferred taxation arising out of timing differences between accounting and income tax revenue or
charges is estimated at Rs. 36.9 million (1996 - Rs. 36.7 million). Provision has not been made in
these accounts for deferred taxation as these timing differences are not expected to reverse in the
foreseeable future.
22. REMUNERATION TO DIRECTORS AND EXECUTIVES
1997 1996
----------------------------------- -----------------------------------
Chief Director Executives Chief Director  Executives
Executive Executive
----------------------------------- -----------------------------------
Remuneration 838,710 335,484 2,205,806 866,329 532,258 1,653,226
Housing and Utilities 461,290 184,516 1,213,194 476,481 292,742 909,274
--------- --------- --------- --------- --------- ---------
Rupees 1,300,000 520,000 3,419,000 1,342,810 825,000 2,562,500
========== ========== ========== ========== ========== ==========
Number of Persons 1 1 8 1 2 6
22.1 The Chief Executive, Directors and Executives are also provided with free use of company
  owned cars, medical insurance cover, provident fund contribution and travelling. The monetary
  value of these are Rs. 1,052,738/- (1996 - Rs. 916,945/-) approximately.
22.2 Fees of Rs. 3,000/- were paid to three non-executive directors for attending Board meetings.
23. GENERAL
23.1 Figures have been rounded off to the nearest Rupee.
23.2 Corresponding figures have been re-arranged wherever necessary for the purpose of comparison.
Rafique Dawood Asadullah Khawaja
Chairman & Chief Executive Director
PATTERN OF SHARE HOLDING AS AT JUNE 30, 1997
No. of SHARE HOLDING Shares
Shareholders From  To Held
30 1 -- 100 3,000
2,462 101 -- 500 1,219,900
154 501 -- 1000 136,200
133 1001 -- 5000 395,500
50 5001 -- 10000 430,700
12 10001 -- 15000 148,400
14 15001 -- 20000 262,600
10 20001 -- 25000 242,400
13 25001 -- 30000 382,500
2 30001 -- 35000 67,500
4 35001 -- 40000 156,600
4 40001 -- 45000 166,600
8 45001 -- 50000 398,000
1 55001 -- 60000 60,000
3 60001 -- 65000 189,500
1 75001 -- 80000 80,000
9 95001 -- 100000 900,000
1 100001 -- 105000 101,700
1 120001 -- 125000 125,000
1 125001 -- 130000 130,000
1 140001 -- 145000 145,000
1 150001 -- 155000 151,300
1 215001 -- 220000 217,800
1 235001 -- 240000 240,000
4 245001 -- 250000 1,000,000
1 285001 -- 290000 288,500
1 390001 -- 395000 392,700
4 495001 -- 500000 2,000,000
1 540001 -- 545000 542,800
2 995001 -- 1000000 2,000,000
1 1185001 -- 1190000 1,188,400
1 1370001 -- 1375000 1,375,000
1 1505001 -- 1510000 1,506,000
1 2045001 -- 2050000 2,050,000
1 2090001 -- 2095000 2,093,900
1 4210001 -- 4215000 4,212,500
---------- ---------- ---------- ---------- ---------- ----------
2,936 25,000,000
========== ========== ========== ========== ========== ==========
The slabs representing NIL holding have been omitted.
Categories of Shareholders
Number of Shares Held Percentage
Particulars Shareholders
Joint Stock Companies 21 1,352,400 5.41
Financial Institutions 8 2,940,200 11.76
Modaraba Companies 3 606,700 2.43
Insurance Companies 7 4,411,600 17.65
Investment Companies 9 6,212,900 24.85
Individuals 2886 7,708,500 30.83
Foreign Investors 2 1,767,700 7.07
---------- ---------- ----------
Total 2936 25,000,000 100.00
========== ========== ==========
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