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ORIX LEASING PAKISTAN LIMITED
ANNUAL REPORT 1997
CONTENTS
Company Information
ORIX Corporation, Japan- Group Profile
Associated Companies
Financial Highlights of the Company
Notice of Meeting
Report of the Directors
Auditors' Report
Balance Sheet
Profit and Loss Account
Statement of Changes in Financial Position
Notes to the Accounts
Pattern of Shareholding
ORIX Group Directory
COMPANY INFORMATION
Mr. Yoshihiko Miyauchi (alternate Mr. Takafumi Kanda) Chairman
Mr. Shakirullah Durrani Vice Chairman
Mr. Yoshiaki Ishida (alternate Mr. Hiromi Kobayashi)
Mr. Takeshi Sato
Mr. Muizuddin Ahmad (alternate Sayed Muzafar All Shah)
Mr. Mohammed Aslam
Mr. Rauf Ahmed Shamsi (resigned October 24, 1997)
Mr. Shaheen Amin (appointed October 24, 1997)
Mr. Humayun Murad Chief Executive
COMPANY SECRETARY
Mr. Ramon AIfrey - ACA
BANKERS AND LENDING INSTITUTIONS
Banks
ABN-AMRO Bank
American Express Bank Limited
ANZ Grindlays Bank Limited
Citicorp Investment Bank Pakistan Limited
Credit Agricole Indosuez (Formerly Banque Indosuez)
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
DFIs and Lending Institutions
Asian Development Bank
Asian Finance and Investment Corporation Limited
Bankers Equity Limited
Crescent Investment Bank 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, AI-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
Lahore
State Life Building, Sir Aga Khan III Road (Davis Road), Lahore-54000.
Tel: 6369946, 6301527, 6302620, 6304258, 6301866 and 6302897
Fax: 6305024
Faisalabad
3rd Floor, Ahmed Plaza, Bilal Road, Faisalabad.
Tel: 633926 and 633811-3
Fax: 633927
Sialkot
1st Floor, Goolam Kadir Arcade, Aziz Shaheed Road, Sialkot Cantt.
Tel: 260767 and 260616
Fax: 269548
Peshawar
1st Floor, State Life Building, The Mall, Peshawar.
Tel: 279789 and 278647
Fax: 273389
Universal Access Number (UAN): 111-24 24 24
ORIX CORPORATION, JAPAN - GROUP PROFILE
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 26 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 instalment loans, investment banking, rentals, securities brokerage, venture capital,
futures and options trading, commody funds, life insurance and real estate related activities. As
of March 31, 1997, ORIX had a domestic network of 503 offices. ORIX has diversified its
service portfolio primarily through the establishment of specialised subsidiaries which 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 200,000 vehicles under
maintenance leases. The Company owns a fleet of 27 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 26 countries by 43 companies with 181 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. In April 1997, ORIX
and BANC ONE, a leading U.S. regional bank established a joint venture that focuses primarily
on the securitisation and servicing of mortgage loans. Preparation for the establishment of
other joint venture leasing companies is in process including an auto leasing company in
Brazil.
FINANCIAL HIGHLIGHTS
ORIX Group, Japan (For the year ended March 31)
Translation into
Japanese Yen (millions) U.S. Dollars (thousands)
1997 1996 1997 1996
Total Revenues 347,784 317,594 2,804,710 2,561,242
Income before Income taxes 36,889 35,027 297,492 282,476
Net Income 19,044 18,003 153,581 145,185
Shareholders' Investment 308,584 276,251 2,488,580 2,227,831
Total Assets 5,089,975 4,751,756 41,048,185 38,320,613
Note: The dollar amounts above represent translations of Japanese yen at an exchange rate of ¥124 to
US$1.
BUSINESS ACTIVITIES
ORIX Group, Japan:
General Industrial Equipment Leasing Computer and Software Development
Ship Management and Leasing Securities Brokerage and Investment
Aircraft Finance and Operating Leasing Investment Banking
Computer Leasing Futures and Options Trading
Computer Software and Development Commodity Funds
Automobile Rentals & Maintenance Leasing Venture Capital Investment
Real Estate Rentals and Management Industrial Finance
Housing Loans Life Insurance
Office & Electronic Equipment Rentals Casualty Insurance Agency Services
Mortgage - Backed Securities Loans Hotel Management and Resort Development
Consumer Finance & Insraiment Sales Broadcasting Service via Communication Satellite
ASSOCIATED COMPANIES
OVERSEAS JOINT VENTURES
1. Oman ORIX Leasing Company SAOG (Oman ORIX)
Oman ORIX completed its second full year of commercial operations on December 31,1996 in
which it made a net profit before tax of Rial Omani (RO) 230,576 (Rs. 24.4 million) enabling
the Company to declare a dividend of 7.5%. Volume of business increased by 248% with
purchase cost of new business written at RO 8.2 million (Rs. 867.1 million). Gross lease
receivables stood at RO 8.8 million (Rs. 930.5 million), an increase of 245% over last year.
Oman ORIX has total assets of RO 10.8 million (Rs. 1.14 billion) and net worth of
RO 2.05 million (Rs. 216.8 million).
Oman ORIX's main business is leasing of moveable assets to individuals, small and medium
size companies and large sub-contractors in diverse economic sectors including services,
trading and contracting, construction and manufacturing. Oman ORIX is the first non-bank
financial institution in Oman to receive a formal credit rating, earning an "A" long-term rating
and an "AI" short-term rating from Maghreb Rating, a subsidiary of IBCA UK.
2. ORIX Leasing Egypt SAE (ORIX Egypt)
ORIX Egypt is OLP's second joint venture leasing company in the Middle East. The joint
venture agreement was signed in September 1996 and ORIX Egypt was incorporated in June
1997 with a paid up capital of 20 million Egyptian Pounds (USS 5.9 million). Sponsoring
shareholders are National Bank of Egypt, (24%), ORIX Corporation, Japan, (23%), ORIX
Leasing Pakistan Limited (23%), International Finance Corporation (15%), and Commercial
International Investment Company (15%). ORIX Egypt will be a pioneer of leasing in Egypt
which offers attractive opportunities for the promotion of leasing business. The Company's
business strategy will focus upon leasing of industrial plant and machinery.
JOINT VENTURE IN PAKISTAN
ORIX Investment Bank Pakistan Limited (OIB)
OIB is a joint venture sponsored by ORIX Corporation, Japan, International Finance
Corporation, Asian Finance & Investment Corporation (an affiliate of Asian Development Bank)
and other major financial institutions in Pakistan. The Bank is primarily engaged in providing a
range of investment banking products which include corporate advisory services, project
packaging, structuring and placement of capital market debt products, issuance and
discounting of bankers acceptance and treasury operations.
OIB completed its first full year of operations on June 30, 1997 with total revenue of Rs. 90 million
and profit before tax of Rs. 11.5 million. The Bank's deposit level stood at Rs. 546 million of which
Rs. 175 million were in foreign currency. At June 30, 1997 OIB had a net worth of Rs. 207 million
and total assets in excess of Rs. 1.1 billion.
FINANCIAL HIGHLIGHTS OF THE COMPANY AS AT JUNE 30, 1997
(Rupees in thousands)
1993 1994 1995 1996 1997
Gross lease receivables 1,703,286 2,406,518 3,535,871 4,752,997 5,281,276
Total lease disbursements 728,136 1,051,872 1,559,699 1,957,318 1,725,997
Rents received 599,558 778,342 1,040,187 1,446,490 1,596,027
Gross income 230,394 320,943 466,777 656,982 782,225
Profit before tax 49,061 60,578 112,983 166,536 157,097
Shareholders' equity 158,815 197,412 570,505 685,872 749,188
Earning per share (in Rs.) 6.16 7.33 6.61 9.22 8.20
Dividends: ---------- ---------- ---------- ---------- ----------
Cash 17.50% 20.00% 35.00% 45.00% 45.00%
Bonus 10.00% 10.00% 0.00% 0.00% 0.00%
---------- ---------- ---------- ---------- ----------
Total 27.50% 30.00% 35.00% 45.00% 45.00%
NOTICE OF MEETING
Notice is hereby given that the eleventh Annual General Meeting of the Company will be held at
The Institute of Chartered Accountants of Pakistan, G-31/8, Kehkashan, Clifton, Karachi on Friday,
December 5, 1997 at 9:30 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, 1997.
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 30,1997.
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.
SPECIAL BUSINESS
4. To consider and if approved, pass the following resolution as a Special Resolution in respect of the
issue of Term Finance Certificates and fully paid ordinary shares other than rights issue:
"Resolved that the Company raise finance for its medium term funding requirement by the issue of
Term Finance Certificates ("TFCs") with share warrants granting option to share warrant holders to
subscribe to new shares of the Company under the following terms and conditions:
Amount : Upto Rs. 410 million
Term of TFC : Redemption over 3 years
Profit on TFCs To be determined by the Board of Directors
Attached share warrants : 4.1 million
New shares to be issued : 4.1 million (in exchange for share warrants)
Period of option : On or before June 30, 1998
New shares to be issued at :
Face value : Rs. 10 per share
Premium : Rs. 35 per share
TFCs to be reserved for
existing public shareholders
at the time of TFC issue  : Rs. 12 million with share warrants
Further resolved that the Board of Directors may reduce the amount of the TFCs to be issued if in
the opinion of Directors marketing conditions require such reduction and that the Board of
Directors is empowered to take such other action for issuance of TFCs with warrants as may be
determined by the Board to be in best interest of the Company or be required to be taken by the
Corporate Law Authority or any Stock Exchange and to further issue upto 4.1 million new ordinary
shares other than as rights shares without offering the same to existing shareholders, except for
new shares to be issued against share warrants attached to TFCs of Rs. 12 million reserved for
public shareholders, subject to the approval of the Federal Government being obtained in terms of
section 86 of the Companies Ordinance, 1984, such shares shall rank pari-passu in all respects
with the existing shares of the Company."
5. To transact any other business with permission of the Chair.
STATEMENT UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE, 1984
I. (a) The Company has traditionally relied on International lending institution to meets it's term
funding requirements and is now ready to tap the domestic capital market as a new source of
medium term funds for the Company. It is considered feasible to raise financing through
issuance of Term Finance Certificates ("TFCs") of upto Rs. 410 million to be redeemed over a
three year period.
(b) It is recommended by the Board of Directors that TFCs be issued with share warrants enabling
the TFC holders to subscribe to ordinary shares of the Company having a face value of
Rs. 10 each at a premium of Rs. 35 per share on or before June 30, 1998. The maximum
number of shares to be issued to the TFCs holders against the warrants will be 4.1 million
shares. In the opinion of the Board the issuance of warrants will enable the TFCs to be priced
competitively thus reducing cost of funds.
(c) The Corporate Law Authority has cleared the scheme of the proposed issue of TFCs with
warrants in principle via letter reference C.57(1)/3/97 dated October 3, 1997, subject to
statutory compliance with the issue of debt securities and share warrants.
(d) None of the Directors have any direct or indirect interest in the Special Resolution to be
passed.
Notes:
a) The Register of Members of the Company will be closed from November 28, 1997 to December 5,
1997 (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 November 27, 1997.
b) 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.
c) 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.
Shareholders are requested to notify any change of address immediately.
REPORT OF THE DIRECTORS
The Directors are pleased to present the eleventh Annual Report together with the audited
accounts of the Company for the year ended June 30, 1997.
Rupees
Net profit for the year after charging all expenses,
157,096,907
Less: Taxation 25,000,000
----------
132,096,907
Unappropriated profit brought forward 10,045,675
----------
142,142,582
Appropriations:
Transfer to General Reserve 65,000,000
Cash Dividend 72,499,289
----------
137,499,289
----------
Unappropriated profit carried forward 4,643,293
DIVIDEND
The Directors recommend a cash dividend of 45%. In maintaining the same payment as 1996,
despite a marginal fall in current year's profit, the Directors endorse their commitment to
maximise return to shareholders by as much as is considered prudent.
REVIEW OF OPERATIONS
The year was overshadowed by political and economic difficulties, and whilst the post election
period removed political uncertainties, the economic recovery will take time to respond to the
structural changes being introduced by the Government. Against this backdrop, demand for
machinery and equipment remained soft and overall volume of lease disbursements contracted.
As reported in the half-year results, new lease volume fell by 23% in the six months
to December 31, 1996 against the previous comparative period, but the Company made a
strong recovery in the second half through greater marketing efforts and introduction of new
lease products. To the first six months volume of Rs. 705 million, new leases of Rs. 1.01 billion
were added in the second half giving a total for the year of Rs. 1.73 billion, a 12% fall over the
1996 volume of Rs. 1.96 billion. New rent receivables of Rs. 2.5 billion were booked during the
year (1996: Rs. 2.8 billion) taking the rent receivables to Rs. 5.3 billion at the year end.
Recovery of lease rentals remained strong and Rs. 1.6 billion was received on account of
current leases (1996: Rs. 1.45 billion), thus further strengthening internal cash generation
which is traditionally the Company's main source of funding. Lease income rose by 16% to
Rs. 690.3 million, but this growth was slower than the 38% increase registered in 1996.
Installment loans continue to grow steadily and contributed Rs. 43.2 million to income, an
increase of 23% over the previous year. For the first time, the income side benefited from a
dividend payment by an associated company. Oman ORIX Leasing declared a maiden
dividend of 7.5% which contributed Rs. 3.17 million to your Company's income.
Net profit before tax amounted to Rs. 157.1 million, a decrease of 5.7% over 1996. Earning per
share, after tax, was Rs. 8.20 as against the 1996 earning of Rs. 9.22 per share. The fall in
profit is attributable to a lower volume of business and higher financial charges. As old lines of
credit are repaid, they are being replaced by funds which are costlier.
In light of weaker demand for industrial machinery, the Company increased its auto lease
business, and motor cars and commercial vehicles accounted for 52% of the total lease
disbursements. Plant and machinery made up 41% of the volume and the balance of 7% was
for computer and office equipment leases. The lease portfolio is well balanced over a wide
sectoral base, with the highest exposure to any sector being 16%. Financial assistance was
provided to 1,032 business enterprises, majority of which were small and medium sized
enterprises which represent the core customer base of the Company.
On the expenditure side, the main item is financial cost which rose by 31% to Rs. 474.4 million.
Total loans availed by the Company at the year end were Rs. 2.9 billion against Rs. 2.5 billion
in 1996. The combination of higher level of borrowings, and as mentioned earlier, the higher
cost of new loans, increased the financial charges by Rs. 112 million over the previous year.
Selling, general and administrative expenses increased by 21% to Rs. 99.7 million reflecting
both inflationary impact and administrative cost of supporting a broader business base. In
accordance with the normal practice of the Company, and ORIX Group worldwide, a general
provision for potential lease losses is made to safeguard the Company from future unforeseen
losses. The charge for the year is Rs. 35.2 million (1996: Rs. 32.5 million). While the Company
continues to maintain an excellent collection ratio, a higher provision has been made this year
to absorb delinquent accounts which increase in difficult economic conditions.
FUNDING
The Company continues to enjoy the confidence of domestic and international financial
institutions and banks which provide the Company adequate funding to meet its requirement
for growth. During the year drawdowns were made on the ADB loan of USS 20 million and the
Company continues to utilise the World Bank line of USS 26 million for micro and small
enterprises.
Our business requires term financing since leases being written are for three years or longer
periods. International lending institutions have been our main source of long-term loans. The
Company is now ready to tap the domestic capital market as a new source of medium-term
funds. It was stated in last year's Annual Report that preparatory work had been done for the
issuance of Term Finance Certificates (TFCs). The Board is pleased to announce the final
proposal for this TFC issue of upto Rs. 410 million, redeemable over a three year period. The
TFCs have share warrants attached which gives a TFC holder the right to subscribe to a
determined number of shares at a price of Rs. 45 per share. If share warrants are fully
exercised, 4.1 million new shares will be issued which will raise an additional amount of
Rs. 184.5 million making a total of Rs. 594.5 million from the entire TFC issue.
The share warrant provides three benefits. Firstly, it will enable the TFC to be priced
competitively, thus helping the Company to lower its cost of funds. Secondly, the new shares
will take the total issued share capital to over Rs. 200 million which is likely to become a
minimum requirement for all leasing companies in the near future. Thirdly, the larger capital
base will facilitate the overseas expansion of your Company. The TFCs will be listed, and of
the total, Rs. 60 million will be offered to the public. To enable ORIX's existing public
shareholders to participate in the issue, TFCs with a face value of Rs. 12 million, which will
have 0.12 million attached share warrants, are being reserved for existing public shareholders.
The Directors are of the opinion that the proposed TFC issue, which is a new instrument in the
domestic capital market, is beneficial to the Company, and request the shareholders' support
in approving the proposal.
CREDIT RATING
The Pakistan Credit Rating Agency has updated the Company's credit ratings for the year to
June 30, 1996 and maintained its ratings of AI+ and A1 for short and long term debt
respectively. These are the highest credit ratings achieved by any leasing company in Pakistan
in the East two years.
ASSOCIATED COMPANIES
Oman ORIX Leasing Company SAOG completed its second full year of operations on
December 31, 1996, in which it made a profit of Rs. 24.4 million and declared a maiden
dividend of 7.5%. The Company is progressing rapidly and its share price of Omani Rial 2.70
at June 30, 1997 gives your Company's investment of Rs. 33.9 million a market value of
Rs. 114 million.
ORIX Leasing Egypt SAE (OLE) our second overseas joint-venture, was incorporated in June
1997 and is now operational in Cairo. Your Company has 23% shareholding and has
seconded Mr. Saeed Reza as the first Managing Director of OLE. The Egyptian economy is
expanding robustly and business prospects for OLE are bright.
ORIX Investment Bank Pakistan Limited completed its first year of operations on June 30,
1997 earning a profit before tax of Rs. 11.5 million. The Bank's main focus is to develop
investment banking business and promote a link for this business with the Middle East and Far
Eastern operations of the ORIX Group.
FUTURE PROSPECTS
The incentives for industry announced by the Government together with structural changes
being introduced in the economy are expected to revive business confidence. The Company is
ready to participate fully in meeting any increase in demand for machinery and equipment
which should result from an upturn in the economy. Additionally, steps which have already
been taken to promote ancillary financial products should contribute more to the next year's
results. Adequate funding arrangements are in place to meet obligations of higher volume of
lease disbursements.
ORIX Corporation, Japan has designated Pakistan as its base for the Middle East region.
Expansion in the Middle East by the ORIX group is being spearheaded by ORIX Leasing
Pakistan which has opened new opportunities for your Company's international expansion.
DIRECTORS
Following the election of Directors in 1996 for a three year term, the Board unanimously
elected Mr. Yoshihiko Miyauchi, President and Group Chief Executive of ORIX Corporation as
Chairman of your Company. Mr. Shakirullah Durrani, founder Director, was elected Vice
Chairman.
In January 1997, Bankers Equity Limited (BEL) a founding shareholder disinvested its
shareholding in the Company. Consequently, Mr. Khurshid Hadi, representing BEL, resigned
from the Board. Mr. Mohammed Aslam, Chief Executive of ORIX Investment Bank Pakistan
Limited has been appointed to the Board to fill the vacancy arising from Mr. Hadi's resignation.
Mr. Gulrez Yazdani, nominee of State Life Insurance Corporation relinquished his position on
February 6, 1997 and was succeeded by Mr. Muizuddin Ahmed, Chairman State Life
Insurance Corporation of Pakistan.
The Directors place on record their appreciation of the services of Mr. Khurshid Hadi and Mr.
Gulrez Yazdani and welcome Mr. Muizuddin Ahmed and Mr. Mohammed Aslam on 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 under difficult circumstances
reflect their commitment and the Board records its appreciation of all staff members.
AUDITORS
The Auditors, Sidat Hyder Qamar Maqbool and Company, retire and being eligible offer
themselves for re-appointment.
PATTERN OF SHAREHOLDING
The pattern of shareholding as on June 30, 1997, is shown on page 37.
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of ORIX Leasing Pakistan Limited as at June
30,1997 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
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 Goreparty;
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, 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.
BALANCE SHEET AS AT JUNE 30, 1997
NOTE 1997 1996
ASSETS
Fixed assets - tangible 3 42,382,782 36,726,240
Investment in leases and installment loans:
Installment contract receivables 5,281,275,767 4,752,997,367
Unearned Income (1,046,963,897) (970,527,447
-------------- --------------
Net investment in leases and installment loans 4,234,311,870 3,782,469,920
Less: Current portion of net investment in leases
and installment loans 1,608,403,121 1,383,909,114
-------------- --------------
2,625,908,749 2,398,560,806
Long term investments 4 126,412,619 71,889,052
Long term loans and advances 5 20,442,058 18,251,225
Long term deposits, prepayments and
deferred costs 6 38,764,049 23,976,320
Current assets 7 1,834,256,457 1,537,979,365
---------- ----------
Rupees 4,688,166,714 4,087,383,008
========== ==========
SHARE CAPITAL AND LIABILITIES
Share capital and reserves
Authorised
25,000,000 Ordinary shares of Rs. 10/- each 250,000,000 250,000,000
========== ==========
Issued, subscribed and paid up 8 161,109,530 161,109,530
Share premium 9 287,216,909 287,216,909
General reserve 10 296,218,010 227,500,000
Unappropriated profit 4,643,293 10,045,675
---------- ----------
588,078,212 524,762,584
---------- ----------
Shareholders' equity 749,187,742 685,872,114
Allowance for potential lease and
installment loan losses 132,010,054 124,557,217
Redeemable capital 11 1,806,797 20,315,786
Long term loans 12 1,946,292,015 1,366,388,013
Long term certificates of investment 13 6,944,486 7,788,387
Deferred liability - gratuity 7,656,911 5,283,770
Long term advances and deposits 14 505,553,024 394,106,492
Current liabilities 15 1,338,715,685 1,483,071,229
Contingencies and commitments 16 - -
---------- ----------
Rupees 4,688,166,714 4,087,383,008
========== ==========
AUDITORS' REPORT ANNEXED
The annexed notes form an integral part of these accounts.
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 1997
NOTE 1997 1996
Lease rents received and receivable Rupees 1,596,026,515 1,446,489,837
Income from:
Lease contracts 690,297,653 596,088,014
Installment loans 43,204,436 35,204,918
Others 17 48,723,230 25,688,902
---------- ----------
782,225,319 656,981,834
Less:
Direct cost of leases 18 15,864,257 12,850,080
Finance and bank charges 19 474,359,882 362,477,151
Selling, 9eneral and administrative expenses 20 99,736,283 82,652,743
Allowance for potential lease losses 35,167,990 32,465,705
---------- ----------
625,128,412 490,445,679
---------- ----------
Operating profit 157,096,907 166,536,155
Provision for taxation 23 25,000,000 18,000,000
---------- ----------
Profit for the year 132,096,907 148,536,155
Unappropriated profit brought forward 10,045,675 9,008,809
---------- ----------
142,142,582 157,544,964
APPROPRIATIONS:
Transfer to general reserve 65,000,000 75,000,000
Proposed dividend @ 45% (1996 · @45%) 72,499,289 72,499,289
---------- ----------
137,499,289 147,499,289
---------- ----------
Unappropriated profit carried forward Rupees 4,643,293 10,045,675
========== ==========
The annexed notes form an integral part of these accounts.
STATEMENT OF CHANGES IN FINANCIAL POSITION FOR THE YEAR ENDED JUNE 30, 1997
1997 1996
CASHFLOWS FROM OPERATING ACTIVITIES
Profit for the year 157,096,907 166,536,155
Add: Adjustment to reconcile profit to net cash
provided by operating activities
Depreciation and amortisation 27,145,716 15,073,772
Allowance for potential lease losses - net 7,452,837 22,646,486
Provision for staff retirement benefits - net 2,373,141 1,935,837
Provision for mark up on long term finance 21,711,137 31,768,091
Gain on sale of fixed assets (446,650) (556,457)
---------- ----------
Net cash provided by operating activities 215,333,088 237,403,884
(Increase)/Decrease in current assets (35,257,901) (36,840,238)
Increase/(Decrease) in current liabilities 21,335,483 64,613,098
---------- ----------
Net cash from operating activities before income tax 201,410,670 265,176,744
Income tax - (7,743,991)
---------- ----------
Net cash from operating activities 201,410,670 257,432,753
CASHFLOWS FROM INVESTING ACTIVITIES
Investment in leases - net (451,841,950) (975,686,788)
Investments (39,300,347 (24,941,550)
Capital expenditure (18,070,307 (27,494,110)
Long term loans and advances - net (2,808,024 (8,324,446)
Proceeds from sale of fixed assets 1,802,856 7,316,632
---------- ----------
Net cash used in investing activities (510,217,772) (1,029,130,262)
CASHFLOWS FROM FINANCING ACTIVITIES
Proceeds of shares issued against conversion option - 39,330,599
Long term loans 1,035,382,130 826,406,030
Short term loans and running finance (219,297,966) 116,066,490
Certificates of investment 55,169,163 (54,068,613)
Deposits from lessees - net 117,643,687 112,924,722
Repayment of redeemable capital and mark up (156,087,264 (83,594,253)
Repayment of long term loans (373,214,270 (198,770,404)
Long term deposits, prepayments and deferred costs (30,875,886 (17,301,501)
Payment of dividend (68,781,279 (53,218,704)
---------- ----------
Net cash generated from financing activities 359,938,315 687,774,366
---------- ----------
Net Increase/(Decrease)in cash activities 51,131,213 (83,923,143)
Cash and bank balances at beginning of the year 73,956,266 157,879,409
---------- ----------
Cash and bank balances at end of the year 125,087,479 73,956,266
========== ==========
NOTES TO THE ACCOUNTS FOR THE YEAR ENDED JUNE 30, 1997
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 judgement 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.
2.5 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. Dividend income is
recognised when the right to receive the dividend is established.
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 upon completion of such projects or joint ventures
are amortised 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 Offsetting of financial assets and financial liabilities
A financial asset and a financial liability is offset and the net amount reported in the balance
sheet if the Company has the legal enforceable right to set off the transaction and also intends
either to settle on a net basis or to realise the asset and settle the liability simultaneously.
2.10 Taxation
2.10.1 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.
2.10.2 Deferred
The Company accounts for deferred taxation using the liability method on timing differences
arising from using the 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.
3. FIXED ASSETS - tangible
3.1 Operating assets
    Depreciation
Accumulated Book
Cost at Additions/ Cost at depreciation at value at For Rate
July 1, 1996 (Deletions) June 30, 1997 June 30, 1997 June 30, 1997 the Year (%)
Leasehold
improvements 11,847,409 1,069,887 12,917,296 9,198,219 3,719,077 1,572,911 15
Furniture and
office equipment 21,558,008 4,321,155 24,568,800 11,189,923 13,378,877 3,243,138 15
(1,308,363)
Motor vehicles 28,569,086 12,679,265 39,143,210 13,858,382 25,284,828 8,241,510 20
(2,105,141)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Rupees 61,972,503 18,070,307 76,629,306 34,246,524 42,382,782 11,057,559
(3,413,504)
========== ========== ========== ========== ========== ========== ========== ==========
1996-Rupees 45,412,159 27,494,110 61,972,503 25,246,263 36,726,240 8,732,454
(10,933,766)
========== ========== ========== ========== ========== ========== ========== ==========
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
July 1, 1996 year year June 30, 1997
Leasehold improvements 7,625,310 1,572,911 - 9,198,221
Furniture and office equipment 8,783,028 3,243,138 836,243 11,189,923
Motor vehicles 8,837,925 6,241,510 1,221,055 13,858,380
---------- ---------- ---------- ---------- ---------- ---------- ----------
Rupees 25,246,263 11,057,559 2,057,298 34,246,524
========== ========== ========== ========== ========== ========== ==========
1996-Rupees 20,687,400 8,732,454 4,173,591 25,246,263
========== ========== ========== ========== ========== ========== ==========
Assets deleted during the year:
Accumulated Book Sale Mode of Sold
Description Cost depreciation Value Proceeds Disposal to
Suzuki Mehran 215,575 125,755 89,820 89,820 Company Policy S. Basit Raza (Employee)
Suzuki Mehran 212,300 116,754 95,546 95,546 Company Policy Mian Faisal Riaz (Employee)
Suzuki Mehran 212,300 116,754 95,546 95,546 Company Policy Ms. Aseya Qasim (Employee)
Toyota Corolla 370,075 228,216 141,859 141,859 Company Policy Khalid Amir (Employee)
Suzuki Mehran 284,250 80,546 203,704 203,704 Company Policy Irfan Ahmad (Employee)
Suzuki Mehran 181,203 151,000 30,203 165,000 Negotiation Haji Ismail Ahmed
Suzuki Khyber 210,235 210,234 1 151,000 Negotiation S. Zaheeruddin Ali
Suzuki Mehran 181,203 160,063 21,140 130,000 Ins. Claim Adamjee Insurance Go. Ltd
Suzuki Mehran 238,000 31,733 206,267 238,000 Ins. Claim Adamjee Insurance Co. Ltd
Seagate Hard Disk 17,500 2,188 15,312 10,000 Negotiation Optimum Technology
Seagate Hard Disk 38,000 6,175 31,825 25,000 Negotiation Unix Computer Systems
(Private) Limited
Canon Shirazi Trading Co.
Photocopier 289,450 177,288 112,162 117,000 Negotiation (Private) Limited
Panasonic
Mobile Phone 40,925 29,671 11,254 2,000 Negotiation Alfa International
Canon Shirazi Trading Co.
Fax Machine 45,000 44,999 1 10,000 Negotiation (Private) Limited
PABX Digital Communications
DCX-1000 592,000 473,600 118,400 125,000 Negotiation (Private) Limited
Computer 160,488 85,135 75,353 95,568 Ins. Claim Adamjee Insurance Co. Ltd
Furniture 60,500 8,318 52,182 52,182 Company Policy Sohail Ejaz
Electrical Appliances  64,500 8,869 55,631 55,631 Company Policy Sohail Ejaz
---------- ---------- ---------- ----------
Rupees 3,413,504 2,057,298 1,356,206 1,802,856
========== ========== ========== ==========
4. LONG TERM INVESTMENTS - at cost
Note 1997 1996
Federal Investment Bonds 4.1 7,915,000 7,915,000
In associated companies
- Quoted 4.2 63,974,052 63,974,052
- Unquoted 4.3 54,523,567 -
---------- ----------
118,497,619 63,974,052
---------- ----------
Rupees 126,412,619 71,889,052
========== ==========
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
14.99% per annum to 16.95% per annum receivable half yearly from the date of issue.
4.2 Quoted
Name of Equity held No.of Currency of Cost price Cost of Cost of Market value
associated (%) shares investment per share investment investment of investment
company held as at as at as at
June 30, 1997 June 30, 1997 June 30, 1997
Oman ORIX
Leasing Co. SAOG 20 400,000 Rial Omani RO 1 each RO 400,000 33,974,052 114,198,236
ORIX Investment
Bank Pakistan Ltd. 15 3,000,000 Pak Rupees  Rs, 10 each Rs. 30,000,000 30,000,000 37,500,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
Rupees 63,974,052 151,698,236
=========== =========== =========== =========== =========== =========== ===========
4.3 Unquoted
Name of Equity held No.of Currency of Cost price Cost of     Cost of investment
associated (%) shares investment per share investment
company held as at 1997 1996
June 30, 1997           Rupees
------------ ------------ ------------ ------------ ------------ ------------ ------------
ORIX Leasing Egypt SAE 23 46,000 Egyptian Pounds EP. 100 each EP. 4,600,000 54,523,567 -
=========== =========== =========== =========== =========== =========== ===========
ORIX Leasing Egypt SAE was incorporated on June 23,1997 and had not commenced
business on June 30,1997.The net asset value per share was Egyptian pound 100 each
(Pak rupees 1,185/- per share).
5. LONG TERM LOANS AND ADVANCES NOTE 1997 1996
- secured, considered good
Loans to employees:
Chief Executive 3,621,194 3,732,002
Executives 18,182,083 15,567,580
Other employees 1,118,789 814,460
---------- ----------
22,922,066 20,114,042
Less: Current portion 2,480,008 1,862,817
---------- ----------
Rupees 20,442,058 18,251,225
========== ==========
Rupees 18,492,333 16,056,848
Rupees 1,949,725 2,194,377
========== ==========
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
include 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. 23,485,351/- (1996: Rs. 19,401,160/-)
6. LONG TERM DEPOSITS, PREPAYMENTS AND
DEFERRED COSTS
Deposits 2,220,813 1,294,313
Prepayments 26,400 55,200
Deferred costs 6.1 36,516,836 22,626,807
---------- ----------
Rupees 38,764,049 23,976,320
========== ==========
6.1 Deferred Costs
Loan originating cost 6.1.1 9,688,936 11,503,648
Commitment charges 6.1.2 372,579 558,867
Exchange differences on:
Repayment of foreign currency loans 6.1.3 6,894,696 6,473,366
Hedging of foreign currency loans 6.1.4 13,536,664 -
20,431,360 6,473,366
Project development costs 6.1.5 6,023,961 4,090,926
---------- ----------
Rupees 36,516,836 22,626,807
========== ==========
6.1.1. Represents loan originating costs paid to lending institutions on signing of various loans.
These are being written off over 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 SBP. 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 determined by the SBP. 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 SBP rules. 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.
6.1.4 In the absence of Exchange Risk Over by the SBP, the Company has adopted an alternative
method to hedge foreign exchange risk associated with its foreign currency borrowings. This
involves purchasing foreign currency from the secondary market, placing the foreign currency
on deposit and obtaining credit facilities against these deposits in local currency on matching
basis.
Premium paid on purchase of foreign currency from the secondary market is deferred and is
written off over the loan period or five years, which ever is shorter.
6.1.5 This represents expenditure in connection with development of joint ventures already
completed and new projects being explored in the Middle East region and are being amortised
in accordance with the policy mentioned in Note 2.6.2.
7. CURRENT ASSETS
Current portion of net investment in leases and
installment loans, long term loans & advances 7.1 1,610,883,129 1,385,771,931
Short term loans - secu red 7.2 14,590,000 14,580,000
Shod term investments 4.1 22,500,000 37,723,220
Other current assets 7.3 61,195,849 25,947,948
Cash and bank balances 7.4 125,087,479 73,956,266
--------- ---------
Rupees 1,834,256,457 1,537,979,365
========== ==========
NOTE 1997 1996
7.1 Current maturity
Net investment in leases and installment loans 1,608,403,121 1,383,909,114
Long term loans and advances 2,480,008 1,862,817
--------- ---------
1,610,883,129 1,385,771,931
========== ==========
7.2 Represents short term finance facilities provided on secured basis in the normal course of
business.
7.3 Other current assets
Advances - unsecured, considered good 2,801,910 2,517,951
Advance payment of income tax 21,451,812 10,143,074
Short term prepayments:
Insurance on leased assets 7,819,886 5,708,707
Rent 695,481 228,300
Others 3,152,591 2,069,609
11,667,958 8,006,616
Accrued return on investments and deposits 15,807,080 1,918,975
Dividend receivable from an associated company 3,172,200 -
Other receivables 6,294,889 3,361,332
--------- ---------
Rupees 61,195,849 25,947,948
========== ==========
7.4 Cash and bank balances
Balances with banks on:
Current account 3,870,375 10,813,968
Deposit account 7.4.1 93,665,469 62,823,365
Foreign currency deposit account under lien 7.4.2 27,307,024 -
124,842,868 73,637,333
Cash in hand 244,611 318,933
--------- ---------
Rupees 125,087,479 73,956,266
========== ==========
7.4.1 Includes a deposit of Rs. 950,000/- 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.
7.4.2 Foreign currency deposit account under lien
Foreign currency deposits 320,747,961 -
Credit facilities availed 7.4.2.1 (293,440,937) -
--------- ---------
Rupees 27,307,024 -
========== ==========
7.4.2.1 As explained in Note 6.1.4 local currency credit facilities secured against foreign currency
deposits have been obtained to hedge against exchange risk associated with foreign currency
borrowings and have been offset in accordance with the policy stated in Note 2.9. The rate of
mark up ranges from 14.09% to 16% per annum. The maturity of credit facility and foreign
currency deposits are upto September 2003.
8. ISSUED, SUBSCRIBED AND PAID UP
SHARE CAPITAL
Fully paid ordinary shares of Rs. 10/- each
    Number of Shares NOTE 1997 1996
1996 1997
Issued for Cash
12,200,640 13,106,249 At beginning of the year 131,062,490 122,006,400
905,609 - During the year - 9,056,090
------------ ------------ ------------ ------------
13,106,249 13,106,249 131,062,490 131,062,490
Issued as bonus shares
3,004,704 3,004,704 30,047,040 30,047,040
---------- ---------- ---------- ---------- ---------- ---------- ----------
16,110,953 16,110,953 Rupees     161,109,530 161,109,530
========== ========== ========== ========== ========== ========== ==========
ORIX Corporation, Japan and its nominees held 9,195,647 (1996: 6,446,498) ordinary shares
of Rs. 10/- each at June 30, 1997.
9. SHARE PREMIUM
At beginning of the year 287,216,909 256,942,400
Received during the year - 30,274,509
---------- ----------
Rupees 287,216,909 287,216,909
========== ==========
10. GENERAL RESERVE
At beginning of the year 227,500,000 152,500,000
Reversal of dividend 10.1 3,718,010 -
Transfer from profit and loss account 65,000,000 75,000,000
---------- ----------
Rupees 296,216,010 227,500,000
========== ==========
10.1 Represents dividend of prior year no longer payable to International Finance Corporation (IFC)
in terms of contractual agreement No. INT/PK 4252(A).
11. REDEEMABLE CAPITAL - secured
Bankers Equity Limited (BEL)
Sanctioned amount - aggregate of
lines 2,3,4,5 and 6 Rupees 300,000,000 300,000,000
========== ==========
300,000,000 300,000,000
253,523,889 231,812,752
---------- ----------
553,523,889 531,812,752
Repayments made upto last year 378,067,223 294,472,970
Repayments made during the year
including the related mark up 156,087,264 83,594,253
---------- ----------
534,154,487 378,067,223
---------- ----------
19,369,402 153,745,529
Current maturity (17,562,606) (133,429,743)
---------- ----------
Rupees 1,806,797 20,315,786
========== ==========
Line Selling Purchase Installment payments
Price Price from to
2 100,000,000 177,517,426 December  25, 1990 August 20, 1996
3 50,000,000 92,760,434 March 26, 1991 January 25, 1998
4, 5
& 6 150,000,000 283,343,251 From June 28, 1996 to July 18, 1997
---------- ---------- ---------- i.e., repayment after five years of each
Rs.  300,000,000 553,621,111 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  1997 1996 1997 1996 rate risk fee
(%) {%)
Foreign currency loans
USS
12.10 5.00 5.00 5.00 19,838,876 39,677,584 10.80 3.88
12.20 5.00 5.00 5.00 19,765,207 39,530,329 1.50 5.00
over LIBOR
12.30 10.00 10.00 10.00 115,879,714 162,231,553 9.4 7.08
12.40 20.00 9.80 - 397,021,686 - 2.13 -
over LIBOR
12.50 12.50 12.50 12.50 289,621,095 334,178,182 8.5 6.66
12.60 3.30 3.30 3.30 100,739,430 116,524,980 2.75 -
over LIBOR
12.70 13.00 13.00 11.90 456,872,094 367,690,316 16.00 Inclusive in
mark up
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
68.80 58.60 47.70 1,399,738,102 1,059,832,944
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
NLG
12.80 10.00 10.00 10.00 120,507,350 154,937,950 10.20 5.00
12.90 4.00 4.00 4.00 43,580,168 61,012,268 10.20 5.00
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
14.00 14.00 14.00 164,087,518 215,950,218
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Local currency loans
RUPEES
12.10 20.0 20.0 20.0 1,666,667 8,333,334 17.25 -
12.11 342.5 342.5 342.5 228,333,333 342,500,000 18.50 -
12.12 50.0 50.0 50.0 33,333,334 50,000,000 18.00 -
12.13 50.0 50.0 50.0 33,333,333 50,000,000 18.00 -
12.14 25.0 25.0 25.0 19,958,735 25,000,000 18.50 -
12.15 40.0 40.0 - 33,333,333 - 18.50 -
12.16 100.0 100.0 - 100,000,000 - 18.00 -
12.17 50.0 50.0 - 50,000,000 - 19.00 -
12.18 100.0 100.0 - 100,000,000 - 19.00 -
12.19 30.0 30.0 - 30,000,000 - 18.00 -
12.20 100.0 100.0 - 100,000,000 - 18.50 -
12.21 120.0 120.0 - 120,000,000 - 18.50 -
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
1,027.5 1,027.5 487.5 849,958,735 475,833,334
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
2,413,784,355 1,751,616,496
Less: Current maturity 467,492,340 385,228,483
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Rupees 1,946,292,015 1,366,388,013
========== ========== ========== ========== ========== ========== ========== ==========
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 annual Semi annual
Loan 1 -1007 - Pak (PS) operations. installments
12.2 Asian Finance and Investment Jul 15, 92 Financing of lease 12 equal semi annual Semi annual
Corporation Loan 14 Pak (C) operations. installments
12.3 Asian Development Bank Jan 15, 94 Financing of lease 12 equal semi annual Semi annual
Loan 1133 Pak (PS) operations. installments
12.4 Asian Development Bank 12.4.1 Mar 15, 99 Financing of lease 10 equal semi annual Semi annual
Loan 1394 Pak (PS) operations. installments
12.5 International Finance Corporation Jun 15, 96 Financing of lease 16 equal semi annual Semi annual
Loan INT/PK 4252(A) operations. installments
12.6 International Finance Corporation 12.6,1 Jun 15, 97 Financing of lease 4 equal semi annual Semi annual
Loan INT/PK 4252(B) operations. installments
12.7 International Bank for 12.7.1 Sep 14, 96 Financing of small scale Repayment in ten years Semi annual
Reconstruction and Development and micro enterprise after 3 years grace period.
12.8 FMO Loan INT/PK 93033 Apr 01, 96 Financing of lease 10 equal semi annual Semi annual
operations. installments
12.9 FMO Loan INT/PK 93032 Apr 01,96 Financing of small scale 8 equal semi annual Semi annual
and micro enterprises installments
12.10 Standard Chartered Bank Dec 31, 94 Financing of lease Quarterly repayments Quarterly
operations.
12.11 Pakistan Kuwait Investment Dec 30, 96 Financing of lease 3 equal annual Quarterly
Company (Private) Limited operations. installments
12.12 ANZ Grindlays Bank plc Dec 13, 96 Financing of lease 6 equal semi annual Quarterly
operations. installments
12.13 First International Investment Bank Dec 29, 96 Financing of lease 6 equal semi annual Semi annual
Limited operations. installments
12.14 Saudi Pak Industrial & Agricultural Oct 01, 96 Financing of lease Quarterly repayments Quarterly
Investment Company (Pvt) Ltd operations.
12.15 American Express Bank Limited Jun 30, 97 Financing of lease 6 equal semi annual Quarterly
operations. installments
12.16 Citicorp Investment Bank Pakistan Jan 11, 98 Financing of lease 4 semi annual installments Quarterly
Limited operations. of Rs. 10 million &
1 installment of Rs. 60
million thereafter.
12.17 ANZ Grindlays Bank plc May 20, 98 Financing of lease 3 equal annual Semi annual
operations. installments
12.18 ANZ Grindlays Bank plc Aug 10, 98 Financing of lease 2 equal annual Semi annual
operations. installments
12.19 Oman International Bank SAOG Jul 31,98 Financing of lease 9 equal quarterly Quarterly
operations. installments
Jul 04, 98 Financing of lease Full repayment on Quarterly
12.20 Societe Generale operations. due date.
Jul 02, 98 Financing of lease Full repayment on Quarterly
12.14 ABN AMRO Bank operations. due date.
12.4.1 Represents a foreign currency loan from ADB of USS 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. As explained in note 6.1.4 exchange risk is hedged by use of an
alternate method.
12.6.1 Represents a foreign currency loan referred to as Loan 'B' for USS 3.3 million arranged by IFC
through a syndicate of international banks. As explained in note 6.1.4 exchange risk is hedged
by use of an alternate method.
12.7.1 The International Bank for Reconstruction and Development (IBRD) sanctioned a foreign
currency pool loan equivalent to USS 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. CERTIFICATES OF INVESTMENT 
Represents certificates of investment issued under profit and loss sharing basis at expected
rates of profit ranging from 15% to 19% per annum. The certificates of investment are for terms
of three months to five years.
NOTE 1997 1996
14. LONG TERM ADVANCES AND DEPOSITS
Security deposit on leases 14.1 609,357,170 491,521,040
104,007,456 97,810,301
---------- ----------
505,349,714 393,710,739
Advance lease rentals received 14.2 203,310 395,753
---------- ----------
Rupees 505,553,024 394,106,492
========== ==========
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 15.1 569,062,401 616,468,527
Short term loans from banks - secured 15.2 235,273,364 302,236,466
Short term loan from DFI - secured - 150,000,000
Running finance under mark up
arrangements - secured 15.3 53,174,096 55,508,960
Shod term certificates of investment 13 180,786,064 124,773,000
Accrued financial and related charges 15.4 148,572,744 125,212,678
Creditors 7,127,615 7,443,924
Accrued expenses 5,909,693 7,241,393
Other liabilities 15.5 3,649,364 4,025,937
Provision for taxation 42,661,055 17,661,055
Proposed dividend 72,499,289 72,499,289
---------- ----------
Rupees 1,338,715,685 1,483,071,229
========== ==========
15.1 Current maturity
Redeemable capital 11 17,562,605 133,429,743
Long term loans 12 467,492,340 385,228,483
Security deposit on leases 14 104,007,456 97,810,301
---------- ----------
Rupees 589,062,401 616,468,527
========== ==========
15.2 Represents short term loans utilised against aggregate facilities of Rs. 261 million (1996:
Rs. 535 million) from commercial and investment banks under sale and purchase agreements.
These loans carry mark up at an average rate of 48 paisa per Rs. 1,000/- per day. These
arrangements are secured by hypothecation of leased assets and related lease receivables.
15.3 Represents running finance utilised against aggregate facilities from commercial banks of
Rs. 217 million (1996: Rs. 312 million ) for one year and are renewable. The average rate of
mark up is 48 paisa per Rs. 1,000/- per day on daily product basis. These arrangements are
secured by hypothecation of leased assets and related lease receivables.
15.4 Accrued financial and related charges
1997 1996
Mark up on:
Long term loans 80,657,201 39,413,070
Short term loans 12,606,176 12,570,399
Running finance 4,641,658 5,433,313
Profit on certificates of investment 6,885,743 3,366,340
Commitment charges 959,681 556,556
Exchange risk fee - net 42,822,285 63,873,000
---------- ----------
Rupees 148,572,744 125,212,678
========== ==========
15.5 Other liabilities
Advance from customers pending
lease execution 1,562,221 3,076,150
Unclaimed dividend 352,667 274,570
Others 1,734,276 675,217
---------- ----------
Rupees 3,649,364 4,025,937
========== ==========
16. CONTINGENCIES AND COMMITMENTS
Leasing contracts committed but not executed at the balance sheet date were Rs. 6.8 million
(1996: Rs, 62.6 million).
17. OTHER INCOME
Return on foreign currency deposit account 19,627,832 2,539,911
Return on deposits and investments 9,756,683 14,269,853
Gain on disposal of operating assets 446,650 556,457
Other fees and income 8,371,829 6,085,055
Exchange gain - net 7,348,036 2,237,626
Dividend income 3,172,200 -
---------- ----------
Rupees 48,723,230 25,688,902
========== ==========
NOTE 1997 1996
18. DIRECT COST OF LEASES
Insurance - leased assets 14,384,126 10,938,831
Court fee and stamp duty 1,480,131 1,911,249
---------- ----------
Rupees 15,864,257 12,850,080
========== ==========
19. FINANCE AND BANK CHARGES
Redeemable capital 21,711,137 31,768,091
Long term loan 266,260,260 158,331,934
Short term loan 74,200,623 67,391,360
Running finance 26,609,094 22,382,518
Profit on certificates of investment 23,915,412 24,543,970
Commitment charges 2,172,704 1,904,310
Exchange risk fee 42,338,661 48,951,088
Amortisation of deferred financial costs 16,088,157 6,341,318
Bank charges and commission 1,063,834 862,562
---------- ----------
Rupees 474,359,882 362,477,151
========== ==========
20. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Salaries, allowances and benefits
Staff welfare and training 43,418,962 35,918,984
Rent and utilities 4,492,142 4,424,386
Travelling 11,060,904 7,481,620
Vehicle running and maintenance 3,426,927 5,351,162
Insurance on operating assets 3,800,748 3,107,608
Legal and professional charges 2,494,085 1,662,759
Communication 3,285,194 2,636,552
Subscription 5,771,060 4,755,953
Auditors' remuneration 20.1 554,189 530,359
Advertising 447,540 249,017
Printing and stationery 2,477,129 1,563,235
Depreciation 2,092,795 2,010,368
Office repairs and maintenance of equipment 11,057,559 8,732,454
Donations 3,379,378 2,712,891
Office general expenses 1,678,362 1,188,742
299,309 326,653
Rupees ---------- ----------
99,736,283 82,652,743
========== ==========
1997 1996
20.1 Auditors' remuneration
Audit fee 150,000 100,000
NBFI Audit fee 60,000 55,000
Tax and corporate advisory services 220,640 90,515
Out of pocket expenses 16,900 3,502
---------- ----------
Rupees 447,540 249,017
========== ==========
21. REMUNERATION OF CHIEF EXECUTIVE AND EXECUTIVES
1997 1996
Chief Chief
Executive Executives Total Executive Executives Total
Managerial remuneration 1,660,968 19,445,998 21,106,966 1,660,968 13,836,625 15,497,593
Housing and utilities 809,032 9,471,852 10,280,884 809,032 5,963,113 6,772,145
Gratuity 80,600 1,024,236 1,104,836 80,600 632,477 713,077
---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Rupees 2,550,600 29,942,086 32,492,686 2,550,600 20,432,215 22,982,815
========== ========== ========== ========== ========== ========== ========== ==========
Number 1 79 1 62
========== ========== ========== ========== ========== ========== ========== ==========
The Chief Executive and certain executives are also provided with free use of Company owned
cars.
22. TRANSACTIONS WITH ASSOCIATED COMPANIES
Dividend income from Oman ORIX Leasing Company SAOG Rupees  3,172,200
==========
Advisory and placement fee paid to ORIX Investment Bank Pakistan
Limited in connection with Term Finance Certificates (TFC's) Rupees 1,000,000
==========
23. TAXATION
23.1
Current year 25,000,000 17,661,055
Prior year - 338,945
---------- ----------
Rupees  25,000,000 18,000,000
========== ==========
23.2 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.
23.3 Deferred taxation arising due to timing differences between book and income tax revenue or
charges is estimated at Rs. 134.1 million (1996: Rs. 107.1 million). As of June 30,1997 no
provision has been made for these timing differences as these are not expected to reverse
within the next three years.
CORRESPONDING FIGURES
Prior year's figures have been re-arranged for the purposes of comparison wherever necessary.
PATTERN OF SHAREHOLDING AS AT JUNE 30, 1997
NUMBER OF TOTAL
SHAREHOLDERS SHAREHOLDING SHARES HELD
465 1 -- 100 15,369
660 101 -- 500 215,577
85 501 -- 1,000 68,210
118 1,001 -- 5,000 277,636
30 5,001 -- 10,000 202,126
13 10,001 -- 15,000 158,165
3 15,001 -- 20,000 50,666
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
2 45,001 -- 50,000 94,516
1 60,001 -- 65,000 60,984
1 70,001 -- 75,000 73,300
1 75,001 -- 80,000 79,000
1 90,001 -- 95,000 92,900
2 100,001 -- 105,000 203,350
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
1 245,001 -- 250,000 249,734
1 395,001 -- 400,000 396,234
1 440,001 -- 445,000 444,675
1 520,001 -- 525,000 520,590
1 795,001 -- 800,000 799,977
1 905,001 -- 910,000 905,609
1 1,190,001 -- 1,195,000 1,191,872
1 9,160,001 -- 9,165,000 9,160,016
---------- ---------- ---------- ---------- ----------
1,400 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
1. INDIVIDUALS 1,359 1,757,937 10.90
2. INVESTMENT COMPANIES 7 209,435 1.30
3. INSURANCE COMPANIES 3 925,486 5.75
4. JOINT STOCK COMPANIES 5 57,088 0.35
5. FINANCIAL INSTITUTIONS 3 1,285,121 7.98
6. MODARABAS 6 16,500 0.10
7. ORIX CORPORATION AND ITS NOMINEES 4 9,195,647 57.08
8. INTERNATIONAL FINANCE CORPORATION 1 905,609 5.62
9. OTHERS - FOREIGN FUNDS 12 1,758,130 10.92
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTALS 1,400 16,110,953 100.00
========== ========== ========== ========== ========== ========== ==========
0RIX GROUP DIRECTORY
JAPANESE REGION
Domestic Operations
Leasing and Installment Loans
ORIX Corporation Principal Business
Tokyo Headquarters Providing direct financing leases and operating leases Tokyo Headquarters
for CA equipment, computers, industrial equip- World Trade Center Building,
merit, 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
Managing Director:
Katsuo Kawanaka
Director.' Masahiro Matoho
Osaka Headquarters Osaka Headquarters
Nihon Kasai-Osaka Building,
1-11 - 4, Edobori, Nishi-ku,
Osaka 550, Japan
Tel: 06-449-5001
Fax: 06-441-7160
Managing Director:
Teruo Isogai
Director: Hiroshi Nakajima
Established ORIX
(equity Group's
interest Ownership
Principal Business acquired) (%)
ORIX Auto Leasing Auto lessor in Japan active 1973 100 TOC Osaki Building, 1-6-1,0saki,
Corporation mainly in fleet leasing but with Shinagawa-ku, Tokyo 141
growing business in auto leases Tel: 03-3495-4971
for individuals. Fax: 03-3495-4960
President: Hiroaki Nishina
Deputy President:
Akira Fukushirna
ORIX Alpha Leasing and financing furnish- 1972 100 Karuko-zaka MN Building,
Corporation ings and equipment for retailers, 2-1, Ageba-cho, Shinjuku-ku,
hotels, restaurants, and other Tokyo 162
users; providing mediatory Tel: 03-5228-5300
and consulting services. Fax: 03-5228-5310
Chairman: Masaru Yutaka
President: Kunitoshi Masuda
Y.O. Machinery Joint venture with a specialized 1984 81 World Trade Center Building,
Leasing Co., Ltd. machinery trading company; 2-4-1, Hamamatsu-cho,
handling leases and installment Minato-ku, Tokyo 105
sales for machine tools and Tel: 03-3435-6990
other equipment. Fax: 03-3435-6415
President:
Katsuo Kawanaka
ORIX Aircraft Aircraft leasing. 1986 100 World Trade Center Building,
Corporation 2-4-1, Hamamatsu-cho,
Minato-ku, Tokyo 105
Tel: 03-3438-2831
Fax: 03-3435-6448
President: Takashi Koizumi
Real Estate Related Business
ORIX Corporation Principal Business
Real Estate Extending housing loans, project finance, Real Estate Business
Business brokering real estate and other real estate Headquarters
Headquarters related services, such as dormitory 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.' Yoshiyasu Shiota
Established ORIX
(equity Group's
interest Ownership
Principal Business acquired) (%)
ORIX Estate Managing real estate and (1986) 99 1-2-30, Benten,
Corporation leisure facilities. Minato-ku, Osaka 552
Tel: 06-571-2481
Fax: 06-572-5741
Chairman: Yasushi Iwai
President.' Yutaka Shiraishi
Rentals
ORIX Rentec Rental supplier of high- 1976 100 5-7-21, Kita-Shinagawa,
Corporation precision measuring Shinagawa-ku, Tokyo 141
equipment in Japan. Tel: 03-3473-7561
Fax: 03-3473-7549
Chairman: Sachio Hata
President: Shunji Sasaki
ORIX Rent-A-Car Rent-a-car business. 1985 85 Nikko-Gotanda Building,
Corporation 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 Consumer credit company 1979 100 H! Gotanda Building,
Corporation engaged in business centered 2-11-17, Nishi-Gotanda,
on shopping credit and Shinagawa-ku, Tokyo 141
consumer finance. Tel: 03-5487-7111
Fax: 03-3490-1582
President: Hiroshi Maruyama
ORIX Club Consumer loans. 1990 100 1-3-8, Nishi-Gotanda,
Corporation Shinagawa-ku, Tokyo 141
Tel: 03-5487-7500
Fax: 03-3490-4025
President:
Hiroshi Maruyama
ORIX Club Consumer loans. 1994 100 2-4-27, Doujima, Kita-ku,
Corporation Osaka 530
Tel: 06-454-1188
Fax: 06-454-1189
President:
Hiroshi Maruyama
Established ORIX
(equity Group's
interest Ownership
Principal Business acquired) (%)
Computer Software
ORIX Computer Software engineering house. 1984 100 Osaki CN Building,
Systems Corporation 5-10-10, Osaki,
Shinagawa-ku, Tokyo 141
Tel: 03-5434-7800
Fax: 03-5434-1345
President.'
Shogo Kajinishi
Deputy President.'
Yuzo Sotani
Securities Brokerage
ORIX Securities Securities house. (1986) 100 2-26-9, Hachobori,
Co., Ltd. Chuo-ku, Tokyo 104
Tel: 03-3297-5411
Fax: 03-3555-3010
Telex: 0522680     
President.' Koichiro Muta 
Venture Capital
ORIX Capital Management of venture capital 1983 95 TOC Osaki Building,
Corporation investment funds. 1-6-1, Osaki,
Shinagawa-ku, Tokyo 141
Tel: 03-5434-1361
Fax: 03-5434-1360
Pre9ident:
Kazuhiko Naganuma
Marine Transport
ORIX Maritime Shipping and ship-management 1977 100 1-31-8, Kakinokizaka,
Corporation services. Meguro-ku, Tokyo 152
Tel: 03-5701-3180
Fax: 03-5701-3161
Telex: 2427492 ORIX MT J
President: Takashi Koizumi
Managing Director.'
Masao Dohi
Life Insurance
ORIX Life Insurance  Life insurance. 1991 100 Shinjuku Chuo Building,
Corporation 5-17-5, Shinjuku,
Shinjuku-ku, Tokyo 160
Tel: 03-5272-2700
Fax: 03-5272-2720
President: Shinobu Shiraishi
Established ORIX
(equity Group's
interest Ownership
Principal Business acquired) (%)
Insurance
ORIX Insurance Agency services for casualty and 1976 100 World Trade Center Building,
Services Corporation life insurance. 2-4-1, Hamamatsu-cho,
Minato-ku, Tokyo 105
Tel: 03-3435-6618
Fax: 03-3435-6686
President: Koichi Maki
Interior Products
ORIX Interior Listed manufacturer of carpet (1987) 58 1-2-30-201 ,Benten,
Corporation and other interior products; Minato-ku, Osaka 552
extending real estate related Tel: 06-577-0651
finance. Fax: 06-577-8165
President: Yutaka Shiraishi
Entertainment
ORIX Baseball Club  Professional baseball team. (1988) 100 No.6, Kaigandori,
Chuo-ku, Kobe 650
Tel: 078-333-0044
Fax: 078-333-0048
President: Yasushi Iwai
Futures and Options
ORIX COMMODITIES  Joint venture with Commodities 1990 100 Fujiwara BuiMing,
Corporation Corporation engaged in futures 1-10-11, Ebisu-Nishi,
and options trading. Shibuya-ku, Tokyo 150