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First Leasing Corporation Limited
Annual Report 1998
CONTENTS
Company Information
Notice of Meeting
Directors' Report
Auditors' Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
Pattern of Shareholding
Categories of Shareholders
COMPANY INFORMATION
BOARD OF DIRECTORS
Mr. Khurshid Hadi Chairman/Chief Executive
Mr. Arshad Nawab Director
Mr. Shoaib Qureshi Director
Mr. Jahangir Siddiqui Director
Mr. Zaigham Mehmood Rizvi (Nominee - Pak Libya Holding Company (Pvt) Ltd.)
Mr. Ramadan A. Haggiagi (Nominee - Pak Libya Holding Company (Pvt) Ltd.)
Mr. Naseem Beg (Nominee - National Investment Trust)
COMPANY SECRETARY
Mrs. Hina Usmani
REGISTERED AND HEAD OFFICE
5lb Floor, Block C, Finance & Trade Centre,
Shahrah-e-Faisal, Karachi-74400
Tc1:5661843-49 Fax:5685329
BRANCH OFFICES
5th Floor, Davis Hytes, Davis Road, Lahore
1st Floor, State Life Building, Peshawar
AUDITORS
Ford, Rhodes, Robson, Morrow
Chartered Accountants
LEGAL ADVISORS
Orr Dignam & Co. Advocates
REGISTRAR AND SHARE TRANSFER OFFICE
THK Associates (Pvt) Limited,
Ground Floor, Shaikh Sultan Trust Building No.2,
Beaumont Road, Karachi.
Tei:5688808, 5685805
BANKERS
* Allied Bank of Pakistan Limited * Bank of America
* Credit Agricole Indosuez * Emirates Bank International
* Habib Bank Limited * Muslim Commercial Bank Limited
* National Bank of Pakistan * Standard Chartered Bank
* The Bank of Khyber * The Hong Kong and Shanghai Banking Corporation Ltd.
NOTICE OF MEETING
Notice is hereby ,given that the Sixth Annual General Meeting of First Leasing Corporation Limited will be held at
FTC Auditorium, Finance & Trade Centre, Shahrah-e-Faisal, Karachi on Wednesday 23rd December, ! 998 at 9.00 a.m
to transact the following business:
Ordinary Business
1. To confirm the minutes of the Fifth Annual General Meeting held on December 1, 1997.
2. To receive, consider and adopt the audited accounts with the Directors' and Auditors' Report for the year ended
June 30, 1998.
3. To consider and approve cash dividend of 10% as recommended by the Board, as final dividend for the year
ended June 30,1998.
4. To appoint Auditors and fix their remuneration. The present Auditors, Messrs. Ford, Rhodes, Robson, Morrow,
Chartered Accountants retire and being eligible have offered themselves for reappointment.
5. To elect 7 Directors of the company for a period of three years as fixed by the Board of Directors under Section
178(1) of the Companies Ordinance, 1984. The following retiring directors are eligible for re-election.
1. Mr. Khurshid Hadi
2. Mr. Arshad Nawab
3. Mr. Shoaib Qureshi
4. Mr. Jehangir Siddiqui
5. Mr. Zaigham M. Rizvi Nominee - Pak Libya Holding Co. (Pvt) Ltd.
6. Mr. Ramadan Haggiagi Nominee - Pak Libya Holding Co. (Pvt) Ltd.
7. Mr. Naseem Beg Nominee - National Investment Trust
6. Any other business with the permission of the Chair.
Karachi: November 26,1998 By Order of the Board
Hina Usmani
Company Secretary
Notes:
1. The share transfer books of the company will remain closed from December 20, 1998 to December 30, 1998.
(both days inclusive).
2. A member entitled to attend, speak and vote at the meeting is entitled to appoint a proxy to attend, speak and
vote for him/her.
3. An instrument of proxy and the power of Attorney or other authority (if any) under which it is signed or a
notarially certified copy of such power of authority, in order to be valid, must be deposited at the registered
office of the company not less than 48 hours before the time of the meeting.
4. Members are requested to notify any change in their address immediately.
DIRECTORS' REPORT
No purpose is served by adding to the cacophony of voices imploring successive governments for rational and consistent
economic management, nor to plead the relentless state of stag flation for the difficulties facing corporate managers.
Suffice it to presume that our shareholders are familiar with the prevalent economic environment and recognize that
industry and commerce survives and prospers within defined commercial circumstances and under recognized rules of
business. Such circumstances have not been in evidence for a considerable period of time.
Your company has over the past two and a half year limited its expansion 10r lack of viable leasing opportunities and
lack of economically priced credits. Our investment in finance leases over the past three fiscal years is as follows:-
1996 Rs. 446 million
1997 Rs. 241 million
1998 Rs. 186 million
Our operations have been marred by persistent high finance cost as a consequence of a generally high interest rate
regime and slow recovery rates as a consequence of a generally desultory economic environment.
STRATEGY
Your Board has for several years recognized the perils for a financial services company in a relentless recession and
the limitations for the development of full payout financial leasing operations. This company was established to meet
the leasing needs of the medium to large ticket industrial lessees but the development of capital and secondary markets
was an integral element in the liberalization of the financial sector. This did not happen and our ground breaking plans
for resource mobilization through TFC's, convertibles and other deposit investments remain unimplemented.
As such our strategy has over the past years been to consolidate our existing portfolio of financial leases, closely monitor
recovery of rentals and nurture growth very carefully both in terms of the quality of client and tile type o1' asset. This
has resulted in a reduced growth rate and a very aggressive policy on repossession and litigation. As a consequence
during the year we repossessed assets valued in our books at Rs. 20 million, which comprise mainly generators that
are now under our own management and being leased out on an operating lease basis.
Operating leases, which entail the rental of assets for short-periods after which the asset reverts to the lessor, has been
the area of operation that this company has been advocating and pursuing over the last three years. Revenues in this
operation have grown from Rs. 2.29 million in 1997 to Rs. 16.80 million in 1998 and projected to be Rs. 32.57 million
next year. Investment in operating lease assets which stood at Rs. 14.72 million in 1997 rose to Rs. 95.09 in the year
under review and is projected at Rs. 128.49 million next year.
The Board continues to advocate a strategy of investment to the maximum permissible levels, in activities which are
in harmony with our objectives and which seek to maximize yields for our shareholders. In this regard we are, in a joint
venture with our principal financial institution shareholder, exploring the area of real-estate as a fresh vehicle for leasing
activities; we are actively representing to the Corporate Law Authority the value of freeing this area of activity for
leasing companies.
With tile objective of achieving economies of scale, eliminating duplication of costs and developing an asset size that
would attract future lenders and depositors, this company has been identifying appropriate opportunities for merger with
other leasing companies. This is a course which has been categorically encouraged by international lending agencies
and local financial institutions. As such on 19th June 1998 we concluded a Memorandum of Understanding with Asian
Leasing Corporation Limited for the merger of the two companies.
A scheme of arrangement as required under Sections 284-288 of tile Companies Ordinance, 1984 has been prepared
and valuation of shares undertaken by an independent valuer to permit the respective Boards to approve a share-swap.
Meanwhile we have been in discussion with another leasing company to include that company into the arrangement
and an independent advisor has been appointed to recommend the bases of merger and a share swap arrangement.
The full scheme is to be presented to the respective Boards of all concerned companies shortly and on approval and
completion of various legal requirements will be placed before the shareholders for their approval,
OPERATING RESULTS OF THE COMPANY
The accompanying charts reflect our diversified lease portfolio over various industry segments and the asset mix:
First Leasing earned a pre-tax profit of Rs. 31.70 million and the recommended appropriation thereof is as follows:-
1998 1997
   Rupees in million
Income from finance lease operations 153.86 180.26
Profit/(loss) from operating leases 3.50 (0.25)
Corporate finance & treasury operations 23.48 19.18
Capital gains/(losses) 4.14 (1.76)
---------- ----------
184.98 197.43
Operating cost 153.28 151.19
---------- ----------
Operating profit 31.70 4,624
Provision for taxation 369 3.89
---------- ----------
Profit after taxation 28.01 42.35
Unappropriated profit brought forward 7.81 17.57
---------- ----------
35.82 59.92
APPROPRIATIONS
Special reserve 15.60 18.47
Dividend 10% (1997:16%) 27.27 43.65
---------- ----------
32.87 52.12
---------- ----------
Unappropriated profit carried forward 2.95 7.80
========== ==========
The historical trend in respect of growth and profitability is set out below:
Rupees in million
12 months to 12 months to 18 months to 12 months to 12 months to
31st December 3lst December 30th June 30th June 30Ih June
1993 1994 1996 1997 1998
Net investment in leases 286.30 532.30 855.65 908.65 862.12
Income from finance lease operations 43.80 83.80 208.80 180.26 153.86
Operating profit 30.40 34.40 45.39 46.24 31.70
Under the terms of Technical Release 23 (Revised) of the Institute of Chartered Accountants of Pakistan (ICAP), any
diminution in the value of an investment which persists for three years after its occurrence is deemed to be a permanent
diminution and the asset written down accordingly. As the specified period of three years has not yet elapsed and
pursuant to a letter of comfort received from the major shareholding group of Bankers Equity Ltd., which offers to
redeem our investment in Bankers Equity at our purchase price, the Directors are of the opinion that no provision is
required against this investment, In the future the Board has resolved to follow the provisions of the ICAP recommendations
as and when such events materialise. We are aware of the implications of the year 2000 problem and have taken all
adequate steps in this regard.
DIVIDENDS
The Board is pleased to recommend a cash dividend of 10 percent for the year ended 30th June, 1998.
ELECTION OF DIRECTORS
In terms of the provisions of Section 180 (l) of the Companies Ordinance 1984, the term of the Board of Directors
expires on 15th February 1999. The Board has fixed the number of directors to be elected at the Annual General Meeting
at 7 and the retiring directors being eligible may offer themselves for re-election.
During the year the CEO resigned from that office and the Board appointed the Chairman to concurrently assume the
responsibilities of the Chief Executive from 19th May 1998 and Mr. Shoaib Qureshi, Executive Director was appointed
to the Board to fill the vacancy. Mr. Abdullah Raft who had been a member of our Board since 28th February 1993,
resigned and was replaced by Mr. Zaigham Mehmood Rizvi, Managing Director of Pak Libya Holding Co (Pvt) Ltd.,
on 16th February, 1998. Furthermore Mr. Naseem Beg replaced Mr. A.K.M. Sayeed as the nominee of National
Investment Trust. Mr. Faridullah Khan nominee of Saudi Pak Industrial & Agricultural Investment Co. (Pvt) Ltd.,
resigned from the Board on the sale of their shareholding to Pak- Libya. The Board acknowledges the contribution and
valuable guidance of the outgoing directors and welcomes the incoming directors and we look forward to their support
and wise counsel.
ACKNOWLEDGMENT
Tim Board of Directors wish to place on record their sincere appreciation of the devoted services of our staff and to
reemphasize our commitment to the development of their professional careers and to their well-being. The Board also
acknowledges the support of all our institutional lenders.
For and on behalf of the Board
Khurshid Hadi
Chairman/Chief Executive
Karachi: 27th November, 1998
AUDITOR'S REPORT TO THE MEMBERS
FORD, RHODES, ROBSON, MORROW
Chartered Accountants
Finlay House,
I.I. Chundrigar Road
P.O. Box 4719
Karachi 74000,
Pakistan
Telephone H.O: (92-21) 241 5582
Branch: (92-21) 240 1081
Telefax: (92-21) 241 9592
E Mail: frrm@cyber.net.pk.
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of FIRST LEASING CORPORATION
LIMITED as at June 30, 1998 and the related profit and loss account and c. ash flow
statement, 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 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
cash flow statement, 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, 1998 and of the profit and of the cash flows for the year
then ended; and
d) in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance,
1980 was deducted by the company and deposited in the Central Zakat Fund
established under section 7 of that Ordinance.
Karachi - FORD, RHODES, ROBSON, MORROW
27-Nov-98 Chartered Accountants
BALANCE SHEET AS AT JUNE 30, 1998
1998 1997
Note Rupees Rupees
FIXED ASSETS-Tangible 3 104,601,958 31,781,916
INVESTMENT IN LEASES
Installment contract receivables 1,092,551,893 1,145,039,208
Less: Unearned income (230,435,623) (236,385,535)
---------- ----------
Net investment in leases 862,116,270 908,653,673
Less: Current portion of net investment in leases (391,906,203) (365,058,171)
---------- ----------
470,210,067 543,595,502
LONG-TERM FINANCE 4 5,893,330 7,112,608
---------- ----------
476,103,397 550,708,110
Less: Provision for lease losses and doubtful receivables 5 (30,223,833) (26,196,352)
---------- ----------
445,879,564 524,511,758
LONG-TERM ADVANCES 6 5,115,169 5,402,712
LONG-TERM INVESTMENTS 7 74,879,094 59,967,955
LONG-TERM DEPOSIT AND DEFERRED COSTS 8 2,010,695 1,716,178
CURRENT ASSETS ---------- ----------
Current portion of net investment in leases 391,906,203 365,058,171
Current maturity of long-term finance 7,045,379 -
Current maturity of long-term advances 287,543 273,549
Short-term and morabaha finances 9 53,479,025 56,385,600
Advances, deposits, prepayments and other receivables 10 62,317,624 43,778,309
Investment in marketable securities 11 23,423,000 16,602,913
Cash and bank balances 12 19,345,626 79,074,458
---------- ----------
557,804,400 561,173,000
---------- ----------
1,190,290,880 1,184,553,519
========== ==========
SHARE CAPITAL AND RESERVES
Authorised 50,000,000 ordinary shares of Rs. 10 each 500,000,000 500,000,000
========== ==========
Issued, subscribed and paid-up capital 13 272,782,340 272,782,340
Reserves 14 47,793,303 47,056,888
---------- ----------
Shareholders' equity 320,575,643 319,839,228
LONG-TERM FINANCES UNDER
MUSHARIKA ARRANGEMENTS 15 97,995,801 98,397,694
LONG-TERM FINANCES 16 170,527.46 194,256,381
OBLIGATIONS UNDER FINANCE LEASE 17 11,963,892 5,879,864
LONG-TERM DEPOSITS AND LIABILITIES 18 162,119,995 120,021,899
CURRENT LIABILITIES ---------- ----------
Current maturity of long term liabilities 19 174,429,597 195,284,746
Other current liabilities 20 225,400,261 207,228,533
Proposed dividend 27,278,234 43,645,174
---------- ----------
427,108,092 446,158,453
COMMITMENTS 21
---------- ----------
1,190,290,880 1,184,553,519
========== ==========
The auditors' report is annexed hereto. The annexed notes form an integral part of these accounts.
Khurshid Hadi Zaigham Mehmood Rizvi
Chairman/Chief Executive Director
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 1998
1998 1997
Note Rupees Rupees
INCOME
Income from finance lease operations 22 153,864,305 180,255,582
Profit/(loss) from operating leases 23 3,502,973 (247,670)
Corporate finance and treasury operation 24 23,482,449 19,180,226
Gain/(loss) on marketable securities 4,142,492 (1,756,410)
---------- ----------
184,992,219 197,431,728
EXPENDITURE
Direct cost of leases - 96,097
Financial and bank charges 25 114,587,370 114,185,680
Selling, general and administrative expenses 26 31,509,734 27,169,208
Provision for diminution in value of investments 3,156,147 (1,550,655)
Provision for lease losses and doubtful receivables 4,027,481 11,292,683
---------- ----------
153,280,732 151,193,013
---------- ----------
OPERATING PROFIT 31,711,487 46,238,715
PROVISION FOR TAXATION
- current year 3,696,839 2,517,341
- prior years - 1,367,817
---------- ----------
3,696,839 3,885,158
---------- ----------
PROFIT AFTER TAXATION 28,014,648 42,353,557
UNAPPROPRIATED PROFIT BROUGHT FORWARD 7,810,278 17,572,606
---------- ----------
35,824,926 59,926,163
APPROPRIATIONS:
Transfer to special reserve                                          5,602,929 8,470,711
Dividend @ 10% (1997: 16%) 27,278,234 43,645,174
---------- ----------
32,881,163 52,115,885
---------- ----------
UNAPPROPRIATED PROFIT CARRIED FORWARD 2,943,763 7,810,278
========== ==========
The annexed notes form an integral part of these accounts.
Khurshid Hadi Zaigham Mehmood Rizvi
Chairman/Chief Executive Director
CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 1998
1998 1997
Rupees Rupees
CASH FLOW FROM OPERATING ACTIVITIES
Profit for the year before taxation 3,711,487 46,238,715
Adjustment for:
Depreciation on fixed assets