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Orix Leasing Pakistan Limited
Annual Report 1998
CONTENTS
COMPANY INFORMATION
ORIX CORPORATION, JAPAN - GROUP PROFILE
ASSOCIATED COMPANIES
FINANCIAL HIGHLIGHTS OF THE COMPANY
NOTICE OF MEETING
REPORT OF THE DIRECTORS
AUDITORS' REPORT
FINANCIAL STATEMENTS OF THE COMPANY
PATTERN OF SHAREHOLDING
ORIX GROUP DIRECTORY
COMPANY INFORMATION
BOARD OF DIRECTORS
Mr. Yoshihiko Miyauchi (alternate Mr. Takafumi Kanda) Chairman
Mr. Shakirullah Durrani Vice Chairman
Mr. Takashi Koizumi (alternate Mr. Nagaaki Esaki)
Mr. Takeshi Sato (alternate Mr. Yuki Ohshima)
Sayed Muzafar Ali Shah
Mr. Shaheen Amin
Mr. Mohammad Qamrul Haq
Mr. Humayun Murad Chief Executive
COMPANY SECRETARY
Mr. Ramon Alfrey - ACA
BANKERS AND LENDING INSTITUTIONS
Banks
ABN-AMRO Bank
AI-Faysal Investment Bank Limited
American Express Bank Limited
Allied Bank of Pakistan Limited
ANZ Grindlays Bank Limited
Citibank N.A.
Citicorp Investment Bank Pakistan Limited
Credit Agricole Indosuez
Crescent Investment Bank Limited
Deutsche Bank A.G.
Faysal Bank Limited
First International Investment Bank Limited
Habib Bank Limited
Muslim Commercial Bank Limited
Oman International Bank SAOG
Standard Chartered Bank
Societe Generale, The French and International Bank
The Bank of Tokyo - Mitsubishi Limited
United Bank Limited
DFIs AND LENDING INSTITUTIONS
Asian Development Bank
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
REGISTRAR AND SHARE TRANSFER OFFICE
Noble Computer Services (Private) Limited
2nd Floor, Al-Manzoor Building,
Dr. Ziauddin Ahmed Road, Karachi.
REGISTERED OFFICE & HEAD OFFICE
Overseas Investors Chamber of Commerce Building,
Talpur Road, Karachi-74000
Tel: 2426020-9 Fax: 2425897
E-mail: olp@orix-pak.com
BRANCH OFFICES AT
Lahore
State Life Building, Sir Aga Khan III Road (Davis Road), Lahore-54000.
Tel: 6369946, 6301527, 6302620, 6304258, 6301866 and 6302897
Fax: 6305024
Faisalabad
2nd Floor, Sitara Towers, Bilal Chowk, Civil Lines, Faisalabad.
Tel: 633926 and 633811-3 Fax: 633927
Sialkot
1st Floor, Goolam Kadir Arcade, Aziz Shaheed Road, Sialkot Cantt.
Tel: 260767, 260616 and 260877
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 leading diversified financial services company. Since
establishment in April 1964, the company has played a pioneering role in introducing
leasing services not only in Japan, but also in 21 countries overseas. ORIX dominates the
Japanese leasing industry with a total asset base of US$ 41.8 billion. ORIX emphasizes
innovation in products and services and greater geographical diversification to keep ahead of
market requirements and ensure corporate development.
BUSINESS OPERATIONS
The Company's operations encompass a comprehensive range of advanced financial services
which include direct leases, installment loans, rentals, securities brokerage, venture capital,
futures and option trading, commodities funds, life insurance and real estate related activities.
Japan has been facing a recessionary trend in recent years and in response to the changing
economic scenario, ORIX has worked to enhance its profitability by continuing to expand its
marketing network, strengthen its customer base and increase its level of specialization in
areas of expertise. Greater emphasis is being placed on Operating lease of transportation
equipment including aircrafts, automobiles and marine vessels. ORIX currently has a fleet of
three Boeing 737 and 23 Airbus 320 medium range aircrafts. In addition to its own fleet, ORIX
remains one of the major players in aircraft financing.
ORIX is expanding its marketing activities to individuals while maintaining its corporate
operations. In September 1997, ORIX introduced a new range of directly marketed life
insurance, known as "ORIX Direct", which is targeted towards individual customers. ORIX also
established a "Personal Financial Services" team to promote development of ORIX's personal
financial services. In April 1998, ORIX acquired Yamaichi Trust and Bank Ltd. for broadening
the ORIX Group's range of financial services further and equipping it with settlement and trust
banking capabilities.
INTERNATIONAL NETWORK OF ORIX
ORIX Corporation has spread through wholly owned subsidiaries and joint investment with
financial institutions and other business interest overseas. At present, the network covers 21
countries and comprises of 45 companies. There are 16 wholly owned subsidiaries outside
Japan, which are located in USA, UK, Ireland, Hong Kong, Singapore, Taiwan, Australia, and
New Zealand. Recent additions to the network are Banc One Mortgage Capital Markets, LLC,
a joint venture of ORIX and BANC ONE CORP, which is engaged in securitization and
servicing of loans secured by commercial property. In 1997, ORIX also established a wholly
owned specialist automobile lessor in Brazil by the name of ORIX Auto Locadora Ltda. A
recent inclusion in the ORIX Group of Australia is "Ranger Truck Rental and Leasing Pty. Ltd",
a truck rental concern.
FINANCIAL HIGHLIGHTS
ORIX Group, Japan
(For the year ended March 31)
         Translation into
Japanese Yen (millions)  U.S. Dollars (thousands)
1998 1997 1998 1997
Total Revenues 489,015 411,343 3,668,805 3,086,770
Income before taxes 38,412 36,889 288,184 276,820
Net Income 23,731 19,044 178,040 142,908
Shareholders' Investment 313,821 308,584 2,354,423 2,315,653
Total Assets 5,574,309 5,089,975 41,820,909 38,195,820
Note: The dollar amounts above represent translations of Japanese Yen at an exchange rate of
¥133.29 to US $1.
ORIX'S PRINCIPAL ACTIVITIES
DIRECT FINANCING LEASES
Information-Related and Office Equipment Automobiles
Industrial Equipment Marine Vessels
Construction and Civil Engineering Machinery Aircraft
Commercial Services Equipment
OPERATING LEASES
Measuring and Analytical Equipment Aircraft
Information-Related Equipment Real Estate
Automobiles Marine Vessels
INSTALLMENT LOANS
Corporate Finance Housing Loans
Card Loans
OTHER OPERATIONS
Life Insurance Real Estate Development & Brokering
Securities Brokerage Leisure Facility & Golf Course Management
Trust Banking Training Facilities Management
Securities Investment Hotel Management
Venture Capital Investment Commodities Funds
Futures and Options Trading Professional Baseball Team
Insurance Agency Services Environmental Services
Ship Management Computer Software Development
ASSOCIATED COMPANIES
OVERSEAS JOINT VENTURES
1. Oman ORIX Leasing Company SAOG (OOL)
Established in September 1994, OOL provides lease financing services for moveable assets
such as motor cars, equipment for construction, earth moving, transportation and information
technology and plant and machinery. Lessees include individuals, small and medium sized
companies and large subcontractors operating in various industrial sectors. ORIX Leasing
Pakistan Limited (OLP) holds 20% of OOL's equity and provides management support.
For the year ended December 1997, OOL's profit before tax increased to Rial Omani (RO)
355,833 (Pak Rs. 41.72 million) over last year's RO 230,576 (Pak Rs. 27.03 million) and
declared a cash dividend of 10%. Gross lease receivables stood at RO 13 million (Pak
Rs. 1.5 billion) as compared to RO 8.8 million (Pak Rs. 1billion) at the end of the previous year.
OOL continues to grow rapidly and for the half year ended June 30, 1998 profit before tax
rose to RO 260,096 (Pak Rs. 30.5 million) from RO 142,581 (Pak Rs. 16.7 million) in the
comparative period last year.
The Company's business focus is to concentrate on leasing and hire purchase financing. OOL
has also started operating leases on a limited scale. The market in Oman offers good
opportunity with an expected GDP growth rate of 5% and commencement of various large
projects relating to production of petrochemicals, fertilizers and wastewater.
2. ORIX Leasing Egypt SAE (OLE)
Following the success of OOL in Oman, ORIX Corporation and OLP established their second joint
venture leasing company in the Middle Eastern Region in Egypt. OLP holds 23% of OLE's capital
and provides management support. The company was incorporated in June 1997, with a paid up
capital of Egyptian Pounds 20 million and is a pioneer of the leasing industry in Egypt.
OLE became profitable in its first six months of operations. The company pursues a policy of
targeting small and medium sized enterprises and disbursements are mainly for manufacturing
related equipment. Potential for leasing in Egypt is bright as the government is eager to
promote industries in a fast expanding economy and medium-term credit is scarce.
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 and 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. As at December 31, 1997, OIB
had a total asset base of Rs. 1.3 billion and a networth of Rs. 211 million while deposits stood
at Rs. 707 million.
FINANCIAL HIGHLIGHTS OF THE COMPANY AS AT JUNE 30, 1998
(Rupees in thousands)
1994 1995 1996 1997 1998
Gross lease receivables 2,406,518 3,535,871 4,752,997 5,281,276 5,017,030
Total lease disbursements 1,051,872 1,559,699 ' 1,957,318 1,725,997 1,473,827
Rents received 778,342 1,040,187 1,446,490 1,596,027 1,897,277
Gross income 320,943 466,777 656,982 782,225 839,083
Profit before tax 60,578 112,983 166,536 157,097 133,894
Shareholders' equity 197,412 570,505 685,872 749,188 820,859
Earning per share (in Rs.) 7.33 6.61 9.22 8.20 6.45
Dividends:
Cash 20% 35% 45% 45% 20%
Bonus 10% 0% 0% 0% 25%
Total 30% 35% 45% 45% 45%
NOTICE OF MEETING
Notice is hereby given that the twelfth Annual General Meeting of the Company will be held at
Overseas Investors Chamber of Commerce Building, Talpur Road, Karachi on Thursday,
November 12, 1998 at 9:00 am to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited accounts together with the Directors' and
Auditors' Report for the year ended June 30, 1998.
2. To approve the payment of cash dividend to the Shareholders at the rate of Rs. 2/- per
share of Rs. 10/- each for the year ended June 30,1998.
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:
"Resolved:
i) That a sum of Rs. 40,277,380/- be capitalised out of the free reserves of the
Company and applied for the issue of 4,027,738 ordinary shares of Rs. 10/- each
and allotted as fully paid up bonus shares to the members of the Company, who are
registered in the books of the Company as at the close of business on November 4,
1998, in the proportion of two shares for every eight shares held and that such new
shares shall rank pari-passu with existing ordinary shares of the Company but shall
not be eligible for dividend in respect of the year ended June 30, 1998.
ii) Further resolved that in the event of any member holding shares which are not an
exact multiple of eight, the Directors be and are hereby authorised to consolidate
all such fractions of bonus shares and sell them in the market and distribute the net
proceeds amongst the Shareholders in proportion to their respective entitlement."
5. To transact any other business with permission of the Chair.
STATEMENT UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE, 1984.
The Directors are of the view that the Company's financial position justifies the capitalisation of
Rs. 40,277,380/- from unappropriated profits and reserves of the Company to enable a bonus
issue in proportion of two shares for every eight shares held.
Notes:
i) The Register of Members of the Company will be closed from November 5, 1998 to
November 12, 1998 (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 4, 1998.
ii) A Member entitled to attend and vote at the General Meeting of Members is entitled to
appoint a proxy to attend and vote on his behalf. A proxy need not be a Member of the
Company.
iii) The instrument appointing a proxy and the power of attorney or other authority under
which it is signed or a notarially certified copy of the power of attorney must be
deposited at the registered office of the Company at least 48 hours before the meeting.
A form of proxy is enclosed. Shareholders are requested to notify any change of
address immediately.
REPORT OF THE DIRECTORS
The Directors are pleased to present the twelfth Annual Report together with the audited
accounts of the Company for the year ended June 30, 1998.
FINANCIAL RESULTS
Rupees
Net profit for the year after charging all expenses,
including allowance for potential lease losses: 133,893,569
Less: Taxation 30,000,000
---------------
103,893,569
Unappropriated profit brought forward 4,643,293
---------------
108,536,862
Appropriations:
Transfer to General Reserve 30,000,000
Transfer to reserve for issue of bonus shares 40,277,380
Cash Dividend 32,221,906
---------------
102,499,286
---------------
Unappropriated profit carried forward 6,037,576
DIVIDEND
The Directors recommend a cash dividend of 20% (1997: 45%) and a bonus issue of two
shares for every eight shares held.
REVIEW OF OPERATIONS
The past twelve months saw economic turmoil develop in East Asia and affect many
countries in the region. In Pakistan the expected turnaround in the economy did not
materialise and problems compounded in the aftermath of nuclear tests in May 1998. The
combined effect of deteriorating international and domestic economic conditions eroded
business confidence in the Country and consequently investment in industries declined.
The business growth achieved by your Company in the first half of the year was not
sustained in the second half and total volume of new leases for the year amounted to Rs.
1.47 billion, lower by 15% from the corresponding figure of 1997. New rent receivables of
Rs. 2.0 billion were added in comparison to Rs. 2.5 billion in the previous year. Lease
income showed a moderate increase of 3.5% to Rs. 714 million. Shrinking volume,
narrowing margins and a sharp increase in finance costs resulted in a 15% fall in profit
before tax of Rs. 133.9 million (1997: Rs. 157 million). Consequently, earnings per share
reduced from Rs. 8.20 last year to Rs. 6.45. The profit for the year includes dividend income
of Rs. 4.7 million received from Oman ORIX Leasing Company SAOG, an associated
Company.
Financial charges increased by 13% to Rs. 537 million reflecting higher cost of new loans
which replaced old borrowings. Selling, general and administrative expenses were higher
by 15% at Rs. 115 million mainly due to inflationary impact. General provision for potential
bad leases is a safeguard against future unforeseen losses. The charge for the year is Rs.
28.1 million and the total accumulated provision represents 3.85% of the net exposure on
rent receivables. Despite the weak business conditions in which receipts of lease rents
slowed in some cases, the Company received Rs. 1.9 billion in rent recoveries against Rs.
1.6 billion last year.
Demand for industrial machinery continued to decline and accounted for 30% of the total
lease disbursements. Motor cars and commercial vehicles share rose to 61% and the
balance was utilised for computer and office equipment leases. Instalment loans under
consumer finance maintained their share of business and the Company commenced short-
term rentals of equipment under operating lease contracts. Financial assistance was
provided to 1,022 businesses, majority of which were small and medium sized enterprises,
which represent the core customer base of the Company. The lease portfolio of Rs. 5.0
billion is well balanced and the highest exposure to any sector is 18 %.
FUNDING
The Company continues to have adequate funding commitments to meet its business
requirements. New medium-term loans of Rs. 440 million were obtained during the year
from domestic financial institutions and banks.
At the last AGM, shareholders had agreed to a TFC issue of Rs. 410 million with attached
share warrants exchangeable with 4.1 million shares at Rs. 45 each. In March 1998 tax
exemptions on TFCs available to institutional investors were withdrawn. Simultaneously,
the sharp decline of the stock market also affected the Company's share price which fell
below the offer price of Rs. 45 for the proposed share warrants. In view of the market
realities, the Board of Directors decided to defer the TFC issue. Since the need to increase
capital to a minimum of Rs. 200 million is met by the proposal to issue Bonus shares, the
Directors do not contemplate issuing share warrants with future issues of TFCs.
Loans from multilateral lending institutions have been the main source of the Company's
funding due to the advantage of medium to long-term repayment periods and fixed rates of
funding costs. The Company has an excellent record with major multilateral institutions and
hopes to continue this relationship on a long-term basis. In the aftermath of the economic
sanctions imposed on the Country, remittance of foreign currency payments has been
restricted. At the time of writing this Report, two installments due to an international
institution could not be remitted due to lack of permission for payment in foreign currency.
To fulfill its obligation, the Company has deposited the equivalent amount in Rupees in a
segregated account pending official permission, which is expected in the near future.
CREDIT RATING
The Pakistan Credit Rating Agency (PACRA) maintained the Company's credit rating of
A1+ and A1 for short and long term debt based on the results for the year to June 30, 1997.
The Company continues to enjoy the highest rating for both categories in the leasing sector.
ASSOCIATED COMPANIES
Oman ORIX Leasing Company SAOG (OOL) in which your Company holds 20% equity and
provides management support, declared improved results for the year ended December 31,
1997 with profit for the year increasing from Rial Omani 230,576 (Rs. 27 million) in 1996 to
Rial Omani 355,833 (Rs. 41.7 million). The Company has total assets of Rial Omani
13,126,933 (Rs. 1.5 billion) and enhanced the dividend from 7.5% to 10% for 1997.
Business conditions in Oman are good and OOL is expanding at a robust pace.
ORIX Leasing Egypt (OLE) started operations in November 1997. Your Company holds
23% of OLE's equity and provides management support. OLE has established a good
business base and results to date are satisfactory. The Egyptian economy is performing
well and OLE is well placed to avail business opportunities which will increase as the
concept of leasing, which is new in Egypt, becomes familiar.
ORIX Investment Bank Pakistan Limited (OLD) earned a profit before tax of Rs. 7.1 million
in its half year of operations to December 31, 1997 and the bank continues to concentrate
on maintaining a high quality loan portfolio while seeking to improve fee based income from
advisory services. As experienced by other financial institutions in Pakistan, OIB's business
is also impacted by the slow economic conditions prevailing in the Country.
FUTURE PROSPECTS
The future economic conditions remain unclear at present and your Company's strategy will
be to maintain business at existing levels while ensuring that it has sufficient funding to
meet increased demand in the event of a turnaround in the economy. The newly introduced
operating lease business together with the Company's existing consumer finance
operations will help to mitigate stagnation to some extent in the core business of finance leasing.
The Company continues to explore opportunities for investment in the Middle East region
through joint ventures in countries where leasing has good prospects.
DIRECTORS
Mr. Rauf Ahmad Shamsi, a founding shareholder and Director of the Company expired on
October 24, 1997. The late Mr. Shamsi had made an invaluable contribution to the
Company's development since inception and his wisdom and guidance will be missed by
the Company.
Mr. Shaheen Amin, General Manager Oman ORIX Leasing Company SAOG, has filled the
vacancy created by the passing away of Mr. Shamsi. Sayed Muzafar Ali Shah, Chairman of
State Life Insurance Corporation (SLIC) succeeded Mr. Muizuddin Ahmed on the Board
due to the latter's transfer from SLIC. Mr. Yoshiaki Ishida, Deputy President, ORIX
Corporation of Japan relinquished his seat on the Board in favour of Mr. Takashi Koizumi,
Managing Director of International Operations of ORIX Corporation. Mr. Mohammad Aslam,
Chief Executive of ORIX Investment Bank Pakistan Limited and a Director of the Company,
has been transferred to an ORIX Group Company abroad. Mr. Mohammad Qamrul Haq,
General Manager of the Company incharge of Marketing, has been appointed Director to fill
the vacancy created by Mr. Aslam's transfer.
The Directors place on record their appreciation of the services of Mr. Yoshiaki Ishida, Mr.
Muizuddin Ahmad and Mr. Mohammad Aslam and welcome Mr. Takashi Koizumi, Sayed
Muzafar Ali Shah, Mr. Shaheen Amin and Mr. Mohammad Qamrul Haq on the Board.
HOLDING COMPANY
The Company is a subsidiary of ORIX Corporation which is incorporated in Japan.
STAFF
The Board places on record its appreciation of the performance of all staff members. Their
professionalism and dedication remains a source of strength and pride for the Company.
AUDITORS
The present 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, 1998 is shown on page 36.
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of ORIX Leasing Pakistan Limited as at June
30,1998 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 Company;
c) in our opinion and to the best of our information and according to the explanations given
to us, the balance sheet, profit and loss account and statement of changes in financial
position, together with the notes forming part thereof, give the information required by
the Companies Ordinance, 1984 in the manner so required and respectively give a true
and fair view of the state of the Company's affairs as at June 30, 1998 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.
FINANCIAL STATEMENTS OF THE COMPANY
BALANCE SHEET
PROFIT AND LOSS ACCOUNT
STATEMENT OF CHANGES IN FINANCIAL POSITION
NOTES TO THE ACCOUNTS
BALANCE SHEET AS AT JUNE 30, 1998
NOTE 1998 1997
ASSETS
Fixed assets - tangible
Operating Assets 3.1 39,329,690 42,382,782
Operating Lease Assets 3.2 45,883,264 --
Investment in leases and installment loans:
Installment contract receivables 5,017,030,464 5,281,275,767
Unearned Income (853,542,773) (1,046,963,897)
--------------- ---------------
Net investment in leases and installment loans 4,163,487,691 4,234,311,870
Less: Current portion of net investment in leases
and installment loans 1,854,335,260 1,608,403,121
--------------- ---------------
2,309,152,431 2,625,908,749
Long term investments 4 126,412,619 126,412,619
Long term loans 5 23,626,007 20,442,058
Long term deposits, prepayments and
deferred costs 6 30,050,611 38,764,049
Current assets 7 2,192,042,422 1,834,256,457
--------------- ---------------
Rupees 4,766,497,044 4,688,166,714
========== ==========
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 287,216,909 287,216,909
Reserve for issue of bonus shares 40,277,380 --
General reserve 9 326,218,010 296,218,010
Unappropriated profit 6,037,576 4,643,293
--------------- ---------------
659,749,875 588,078,212
--------------- ---------------
Shareholders' equity 820,859,405 749,187,742
Allowance for potential lease and
installment loan losses 132,568,444 132,010,054
Redeemable capital -- 1,806,797
Long term loans 10 1,699,670,218 1,946,292,015
Long term certificates of investment 11 7,378,238 6,944,486
Deferred liability - gratuity 10,604,575 7,656,911
Long term advances and deposits 12 576,215,899 505,553,024
Current liabilities 13 1,519,200,265 1,338,715,685
Contingencies and commitments 14 -- --
--------------- ---------------
Rupees 4,766,497,044 4,688,166,714
========== ==========
AUDITORS' REPORT ANNEXED
The annexed notes form an integral part of these accounts.
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 1998
NOTE 1998 1997
Income from:
Finance lease 15 713,931,367 690,297,653
Installment loans 43,516,669 43,204,436
Operating lease 9,104,378 --
Others 16 72,530,240 48,723,230
--------------- ---------------
839,082,654 782,225,319
Less:
Finance and bank charges 17 536,988,511 474,359,882
Selling, general and administrative expenses 18 115,171,699 99,736,283
Direct cost of leases
Finance lease and installment loans 19.1 21,635,198 15,864,257
Operating lease 19.2 3,276,437 --
Allowance for potential lease losses 28,117,240 35,167,990
--------------- ---------------
705,189,085 625,128,412
--------------- ---------------
Operating profit 133,893,569 157,096,907
Provision for taxation 22 30,000,000 25,000,000
--------------- ---------------
Profit for the year 103,893,569 132,096,907
Unappropriated profit brought forward 4,643,293 10,045,675
--------------- ---------------
108,536,862 142,142,582
APPROPRIATIONS:
Transfer to:
General reserve 30,000,000 65,000,000
Reserve for issue of bonus shares 40,277,380 --
Proposed dividend @ 20% (1997: @45%) 32,221,906 72,499,289
--------------- ---------------
102,499,286 137,499,289
--------------- ---------------
Unappropriated profit carried forward Rupees 6,037,576 4,643,293
========== ==========
Earning per share - Basic and Diluted 23 6.45 8.20
========== ==========
The annexed notes form an integral part of these accounts.
STATEMENT OF CHANGES IN FINANCIAL POSITION
 FOR THE YEAR ENDED JUNE 30, 1998
1998 1997
CASHFLOWS FROM OPERATING ACTIVITIES
Profit for the year 133,893,569 157,096,907
Add: Adjustment to reconcile profit to net cash
provided by operating activities
Depreciation and amortisation 31,781,829 27,145,716
Allowance for potential lease losses - net 558,390 7,452,837
Provision for staff retirement benefits - net 2,947,664 2,373,141
Provision for mark up on long term finance 533,574 21,711,137
Gain on sale of fixed assets (1,052,557) (446,650)
--------------- ---------------
Net cash provided by operating activities 168,682,469 215,333,088
Increase in current assets (38,098,908) (35,257,901)
Increase in current liabilities 3,884,829 21,335,483
--------------- ---------------
Net cash from operating activities 134,448,390 201,410,670
CASHFLOWS FROM INVESTING ACTIVITIES
Investment in leases - net 70,824,179 (451,841,950)
Investments 12,500,000 (39,300,347)
Capital expenditure (59,168,546) (18,070,307
Long term loans and advances - net (3,375,143) (2,808,024
Proceeds from sale of fixed assets 3,729,941 1,802,856
--------------- ---------------
Net cash generated from/(used in) investing activities 24,510,431 (510,217,772)
CASHFLOWS FROM FINANCING ACTIVITIES
Long term loans 657,786,970 1,035,382,130
Shod term loans and running finance (235,085,656) (219,297,966)
Certificates of investment 145,332,777 55,169,163
Deposits from lessees - net 114,025,574 117,643,687
Repayment of redeemable capital and mark up (19,902,976) (156,087,264)
Repayment of long term loans (653,145,097) (373,214,270)
Long term deposits, prepayments and deferred costs (9,407,401) (30,875,886)
Payment of dividend (72,499,289) (68,781,279)
--------------- ---------------
Net cash (used in)/generated from financing activities (72,895,098) 359,938,315
--------------- ---------------
Net increase in cash activities 86,063,723 51,131,213
Cash and bank balances at beginning of the year 125,087,479 73,956,266
--------------- ---------------
Cash and bank balances at end of the year 211,151,202 125,087,479
========== ==========
NOTES TO THE ACCOUNTS FOR THE YEAR ENDED JUNE 30, 1998
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 Revenue Recognition
2.2.1 Finance lease and installment loans
The Company follows the "financing method" in accounting for recognition of lease and
installment loan 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.
2.2.2 Operating lease
Rental income from assets given on operating lease is recognised on accrual basis over the
lease period.
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
2.4.1 Operating assets - own use
Fixed 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.
2.4.2 Operating lease assets
Assets leased out are stated at cost less accumulated amortisation. Amortisation is charged to
income applying annuity method whereby the depreciable values of assets are amortised over
the estimated useful life.
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. Income is recognised on the
assumption that such investments will be held till the terminal date.
Investment in associated companies is stated at cost. Provision for diminution in value of
investments other than temporary, if any, is made in 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
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Additions/ Accumulated Book             Depreciation
Cost at (Deletions)/ Cost at depreciation at value at For Rate
July 1, 1997 (Transfer)* June 30, 1998 June 30, 1998 June 30, 1998 the year (%)
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Leasehold
improvements 12,917,296 2,092,900 15,010,196 10,933,214 4,076,982 1,734,993 15
Furniture and
office equipment 24,568,800 5,419,592 29,773,787 14,670,435 15,103,352 3,640,225 15
(214,605)
Motor vehicles 39,143,210 6,970,854 37,828,174 17,678,818 20,149,356 6,895,082 20
(5,383,840)
(2,902,050) *
--------------------------------------------------------------------------------------------------------------------
Rupees 76,629,306 14,483,346 82,612,157 43,282,467 39,329,690 12,270,300
(5,598,445)
(2,902,050) *
========================================================================
1997-Rupees 61,972,503 18,070,307 76,629,306 34,246,524 42,382,782 11,057,559
(3,413,504)
========================================================================
* Represents assets transferred to operating lease assets during the year.
3.1.1 Movement of accumulated depreciation during the year:
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Accumulated Depreciation Adjustment Accumulated
depreciation charged on disposal/ depreciation
as at during the transfer during as at June
July 1, 1997 year the year 30, 1998
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Leasehold improvements 9,198,221 1,734,993 -- 10,933,214
Furniture and office equipment 11,189,923 3,640,225 159,713 14,670,435
Motor vehicles 13,858,380 6,895,082 3,074,644 17,678,818
-----------------------------------------------------------------------------
Rupees 34,246,524 12,270,300 3,234,357 43,282,467
================================================
1997 - Rupees 25,246,263 11,057,559 2,057,298 34,246,524
================================================
3.1.2 Assets deleted during the year:
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Accumulated Book Sale Mode of Sold
Description Cost depreciation Value Proceeds Disposal to
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Suzuki Mehran 215,575 168,871 46,704 46,704 Company Policy Shafiq-ur-Rehman(Employee)
Suzuki Mehran 304,000 15,200 288,800 290,000 Ins. Claim Adamjee Insurance Co. Ltd
Suzuki Mehran 315,000 63,000 252,000 290,000 Ins. Claim Adamjee Insurance Co. Ltd
Suzuki Mehran 315,000 42,000 273,000 290,000 Ins. Claim Adamjee Insurance Co. Ltd
Suzuki Mehran 197,100 151,110 45,990 45,990 Company Policy Wasim Khan (Employee)
Suzuki Mehran 223,125 137,603 85,522 85,522 Company Policy Samiullah Durrani (Employee)
Suzuki Mehran 290,000 9,667 280,333 290,000 Ins. Claim Adamjee Insurance Co. Ltd
Suzuki Alto 160,075 160,074 1 87,000 Negotiation S.A.A. Qidwai
Suzuki Alto 149,220 149,219 1 105,000 Negotiation Syed Shahid Hussain.
Suzuki Alto 147,220 147,219 1 98,000 Negotiation Khursheed Begum
Suzuki Mehran 150,835 150,834 1 140,000 Negotiation Abdul Majid
Suzuki Mehran 290,000 9,667 280,333 290,000 Ins. Claim Adamjee Insurance Co. Ltd
Toyota Corolla 284,950 227,952 56,998 58,553 Company Policy Imtiaz Ali (Employee)
Suzuki Mehran 198,020 184,819 13,201 135,000 Negotiation Qaiser Jaweed
Suzuki Khyber 317,200 200,906 116,294 134,717 Company Policy M. Sharqat Pervaiz (Employee)
Honda Civic 615,000 276,750 338,250 417,000 Negotiation Fazl-e-Ghani Mian
Suzuki Mehran 148,070 148,069 1 137,000 Negotiation A. Waheed Khan
Suzuki Mehran 247,700 156,864 90,836 93,772 Company Policy Sadia Usman (Employee)
Suzuki [Mehran 290,000 33,833 256,167 280,000 Ins. Claim Adamjee Insurance Co. Ltd
Suzuki Mehran 210,250 196,233 14,017 93,000 Negotiation Syed Sajid
Suzuki Mehran 315,500 131,458 184,042 240,000 Ins. Claim Adamjee Insurance Co. Ltd
Panasonic
Mobile Phone 40,925 34,786 6,139 1,000 Negotiation Jawaid Electronics
Panasonic
Mobile Phone 40,925 37,856 3,069 1,500 Negotiation Faisal Mahmood Malik
PABX 43,145 43,144 1 9,000 Ins. Claim Adamjee Insurance Co. Ltd
Computer 36,000 31,500 4,500 30,000 Ins. Claim EFU General Insurance Co. Ltd.
Electrical appliances  29,110 6,914 22,196 22,196 Company Policy Gerard Vaaz (Employee)
Electrical appliances  24,500 5,513 18,987 18,987 Company Policy Ahmed H. Madina (Employee)
-----------------------------------------------------------------------------
Rupees 5,598,445 2,921,061 2,677,384 3,729,941
================================================
3.2 Operating lease assets
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Additions/ Accumulated Book Amortisation
Cost at (Deletions)/ Cost at amortisation at value at for
July 1, 1997 (Transfer)* June 30, 1998 June 30, 1998 June 30, 1998 the year
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Machinery and
Equipment -- 30,528,200 30,528,200 516,260 30,011,940 516,260
Office equipment -- 385,000 385,000 20,263 364,737 20,263
Motor vehicles -- 13,772,000 16,674,050 1,167,463 15,506,587 854,167
2,902,050*
---------------------------------------------------------------------------------------------------------------------
Rupees -- 44,685,200 47,587,250 1,703,986 45,883,264 1,390,690
2,902,050*
==========================================================================
3.2.1 Movement of accumulated amortisation during the year:
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Accumulated Amortisation Transfer * Accumulated
amortisation charged amortisation
as at during the as at
July 1, 1997 year June 30, 1998
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Machinery and Equipment -- 516,260 -- 516,260
Office equipment -- 20,263 -- 20,263
Motor vehicles -- 854,167 313,296 1,167,463
-----------------------------------------------------------------------------
Rupees -- 1,390,690 313,296 1,703,986
================================================
* Represents assets transferred from operating assets during the year.
NOTE 1998 1997
4. LONG TERM INVESTMENTS - at cost
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 54,523,567
--------------- ---------------
118,497,619 118,497,619
--------------- ---------------
Rupees 126,412,619 126,412,619
========== ==========
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
15% per annum to 15.64% 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, 1998 June 30, 1998 June 30, 1998
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Oman ORIX Leasing
Company SAOG 20 400,000 Rial Omani RO 1 each RO 400,000 33,974,052 135,521,688
ORIX Investment Bank
Pakistan Limited 15 3,000,000 Pak Rupees Rs. 10 each Rs. 30,000,000 30,000,000 13,500,000
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Rupees 63,974,052 149,021,688
=============================================================================================================================
4.3 Unquoted
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Name of Equity held No. of Currency of Cost price Cost of Cost of
associated (%) shares investment per share investment investment as at 
company held as at June 30, 1998
June 30, 1998 Rupees
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ORIX Leasing Egypt SAE 23 46,000 Egyptian Pounds EP. 100 each EP. 4,600,000 54,523,567
=============================================================================================================================
The net asset value per share was Egyptian Pound 101/- each (Pak Rupees 1,366/- per share).
NOTE 1998 1997
5. LONG TERM LOANS - secured, considered good
Loans to employees:
Chief Executive 3,537,273 3,621,194
Director 1,652,939 --
Executives 20,601,061 18,182,083
Other employees 505,936 1,118,789
--------------- ---------------
26,297,209 22,922,066
Less: Current portion                                    2,671,202 2,480,008
--------------- ---------------
Rupees 23,626,007 20,442,058
========== ==========
Recoverable after three years Rupees 20,955,612 18,492,333
Others Rupees 2,670,395 1,949,725
========== ==========
Loans to Chief Executive, Director 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, Director and Executives is Rs. 26,930,915/- (1997: Rs. 23,485,351/-)
6. LONG TERM DEPOSITS, PREPAYMENTS AND DEFERRED COSTS
Deposits 2,877,813 2,220,813
Prepayments -- 26,400
Deferred costs 6.1 27,172,798 36,516,836
--------------- ---------------
Rupees 30,050,611 38,764,049
========== ==========
6.1 Deferred Costs
Loan originating cost 6.1.1 5,298,669 9,688,936
Commitment charges 6.1.2 186,291 372,579
Exchange differences on:
Repayment of foreign currency loans 6.1.3 4,532,068 6,894,696
Hedging of foreign currency loans 6.1.4 10,189,928 13,536,664
--------------- ---------------
14,721,996 20,431,360
Project development costs 6.1.5 6,965,842 6,023,961
--------------- ---------------
Rupees 27,172,798 36,516,836
========== ==========
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 Cover 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, whichever 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,
installment loans and long term loans 7.1 1,857,006,462 1,610,883,129
Short term loans - secured 7.2 14,500,000 14,590,000
Short term investments 4.1 10,000,000 22,500,000
Other current assets 7.3 99,384,758 61,195,849
Cash and bank balances 7.4 211,151,202 125,087,479
--------------- ---------------
Rupees 2,192,042,422 1,834,256,457
========== ==========
7.1 Current maturity
Net investment in leases and installment loans 1,854,335,260 1,608,403,121
Long term loans 2,671,202 2,480,008
--------------- ---------------
Rupees 1,857,006,462 1,610,883,129
========== ==========
7.2 Represents short term finance facilities provided on secured basis in the normal course of
business.
NOTE 1998 1997
7.3 Other current assets
Advances - unsecured, considered good 2,601,629 2,801,910
Advance payment of income tax 43,399,377 21,451,812
Advance payment of wealth tax 40,000 --
Short term prepayments:
Insurance
Leased assets 12,257,748 7,800,428
Own assets 1,609,422 19,458
Rent 153,960 695,481
Others 3,927,937 3,152,591
--------------- ---------------
17,949,067 11,667,958
Accrued return on investments and deposits 30,463,366 15,807,080
Dividend receivable from an associated company -- 3,172,200
Operating lease rents receivables 2,953,785 --
Other receivables 1,977,534 6,294,889
--------------- ---------------
Rupees 99,384,758 61,195,849
========== ==========
7.4 Cash and bank balances
Balances with banks on:
Current account 2,581,982 3,870,375
Deposit account 7.4.1 122,985,239 93,665,469
Foreign currency deposit account under lien  7.4.2 85,154,703 27,307,024
--------------- ---------------
210,721,924 124,842,868
Cash in hand 429,278 244,611
--------------- ---------------
Rupees 211,151,202 125,087,479
========== ==========
7.4.1 Includes a deposit of Rs. 1,050,000/- 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 489,108,626 320,747,961
Credit facilities availed 7.4.2.1 (403,953,923) (293,440,937)
--------------- ---------------
Rupees 85,154,703 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 13.86% to 16% per annum. The maturity of credit facilities and foreign
currency deposits are upto September 2003.
1998 1997
8. ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL
13,106,249 (1997:13,106,249) ordinary shares of
Rs. 10/- each fully paid in cash 131,062,490 131,062,490
3,004,704 (1997: 3,004,704) ordinary shares of
Rs. 10/- each issued as bonus shares                 30,047,040 30,047,040
--------------- ---------------
Rupees 161,109,530 161,109,530
========== ==========
ORIX Corporation, Japan and its nominees held 9,195,647 (1997: 9,195,647) ordinary shares
of Rs. 10/- each at June 30, 1998.
9. GENERAL RESERVE
At beginning of the year 296,218,010 227,500,000
Reversal of dividend -- 3,718,010
Transfer from profit and loss account 30,000,000 65,000,000
--------------- ---------------
Rupees 326,218,010 296,218,010
========== ==========
10. LONG TERM LOANS - secured
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Note Sanctioned            Utilised amount                    Rupees Mark up Exchange
amount 1998 1997 1998 1997 rate risk fee
(%) (%)
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(in millions)
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Foreign currency loans
US Dollars
10.1 5.0 5.0 5.0 -- 19,838,876 10.8 3.88
10.2 5.0 5.0 5.0 -- 19,765,207 1.5 5.00
over LIBOR
10.3 10.0 10.0 10.0 69,527,849 115,879,714 9.4 7.08
10.4 20.0 9.8 9.8 453,178,377 397,021,686 2.13 --
over LIBOR
10.5 12.5 12.5 12.5 245,064,035 289,621,095 8.5 6.66
10.6 3.3 3.3 3.3 38,329,500 100,739,430 2.75 --
over LIBOR
10.7 16.5 18.5 13.0 586,355,071 456,872,094 16.0 Inclusive in
mark up
-----------------------------------------------------------------------------------------------------------------------------------------------------------
72.3 64.1 58.6 1,392,454,832 1,399,738,102
-----------------------------------------------------------------------------------------------------------------------------------------------------------
Netherland Guilders
10.8 10.0 10.0 10.0 86,076,750 120,507,350 10.2 5.00
10.9 4.0 4.0 4.0 26,148,068 43,580,168 10.2 5.00
-----------------------------------------------------------------------------------------------------------------------------------------------------------
14.0 14.0 14.0 112,224,818 164,087,518
-----------------------------------------------------------------------------------------------------------------------------------------------------------
Local currency loans
RUPEES
-----------------------------------------------------------------------------------------------------------------------------------------------------------
10.10 20.0 20.0 20.0 -- 1,666,667 17.50
10.11 342.5 342.5 342.5 114,166,666 228,333,333 18.50
10.12 50.0 50.0 50.0 16,666,667 33,333,334 18.00
10.13 50.0 50.0 50.0 16,666,666 33,333,333 18.00
10.14 25.0 25.0 25.0 12,079,914 19,958,735 18.50
10.15 40.0 40.0 40.0 19,999,999 33,333,333 18.50
10.16 100.0 100.0 100.0 90,000,000 100,000,000 18.00
10.17 50.0 50.0 50.0 33,333,333 50,000,000 19.00
10.18 100.0 100.0 100.0 100,000,000 100,000,000 19.00
10.19 30.0 30.0 30.0 30,000,000 30,000,000 18.00
10.20 100.0 100.0 100.0 -- 100,000,000 18.50
10.21 120.0 120.0 120.0 60,000,000 120,000,000 18.50
10.22 100.0 100.0 -- 87,500,000 -- 17.25
10.23 50.0 50.0 -- 50,000,000 -- 17.65
10.24 40.0 40.0 -- 33,333,334 -- 17.50
10.25 50.0 50.0 -- 50,000,000 -- 18.50
10.26 100.0 100.0 -- 100,000,000 -- 18.50
10.27 50.0 50.0 -- 50,000,000 -- 17.50
10.28 50.0 50.0 -- 50,000,000 -- 17.75
----------------------------------------------------------------------------------------------------------------------------------------
1,467.5 1467.5 1,027.5 913,746,579 849,958,735
----------------------------------------------------------------------------------------------------------------------------------------
2,418,426,229 2,413,784,355
Less: Current maturity 718,756,011 467,492,340
----------------------------------------------------------------------------------------------------------------------------------------
Rupees 1,699,670,218 1,946,292,015
=====================================================================================
The above loans are secured by hypothecation of specific 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
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
10.1 Asian Development Bank Jul 15, 92 Financing of lease 12 equal semi annual Semi annual
Loan I -1007 - Pak (PS) operations. installments
10.2 Asian Finance and Investment Jul 15, 92 Financing of lease 12 equal semi annual Semi annual
Corporation Loan 14 Pak (c) operations. installments
10.3 Asian Development Bank Jan 15, 94 Financing of lease 12 equal semi annual Semi annual
Loan 1133 Pak (PS) operations. instalments
10.4 Asian Development Bank 10.4.1 Mar 15, 99 Financing of lease 10 equal semi annual Semi annual
Loan 1394 Pak (PS) operations. instalments
10.5 International Finance Corporation Jun 15, 96 Financing of lease 16 equal semi annual Semi annual
Loan I NT/PK 4252(A) operations. instalments
10.6 International Finance Corporation 10.6.1 Jun 15, 97 Financing of lease 4 equal semi annual Semi annual
Loan I NT/PK 4252(B) operations. instalments
10.7 International Bank for 10.7.1 Sep 14, 96 Financing of small scale Repayment in ten years Semi annual
Reconstruction and Development and micro enterprise after 3 years grace period.
10.8 FMO Loan INT/PK 93033 Apr 01, 96 Financing of lease 10 equal semi annual Semi annual
operations. installments
10.9 FMO Loan INT/PK 93032 Apr 01, 96 Financing of small scale 8 equal semi annual Semi annual
and micro enterprises installments
10.10 Standard Chartered Bank Dec 31, 94 Financing of lease Quarterly repayments Quarterly
operations.
10.11 Pakistan Kuwait Investment Dec 30, 96 Financing of lease 3 equal annual Quarterly
Company (Private) Limited operations. instalments
10.12 ANZ Grindlays Bank Limited Dec 13, 96 Financing of lease 6 equal semi annual Quarterly
operations. installments
10.13 First International Investment Bank Dec 29, 96 Financing of lease 6 equal semi annual Semi annual
Limited operations. installments
10.14 Saudi Pak Industrial & Agricultural Oct 01, 96 Financing of lease Quarterly repayments Quarterly
Investment Company (Pvt) Ltd operations.
10.15 American Express Bank Limited Jun 30, 97 Financing of lease 6 equal semi annual Quarterly
operations. instalments
10.16 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.
10.17 ANZ Grindlays Bank Limited May 20, 98 Financing of lease 3 equal annual Semi annual
operations. instalments
10.18 ANZ Grindlays Bank Limited Aug 10, 98 Financing of lease 2 equal annual Semi annual
operations. instalments
10.19 Oman International Bank SAOG Jul 31, 98 Financing of lease 9 equal quarterly Quarterly
operations. installments
10.20 Societe Generale Jul 04, 98 Financing of lease Full repayment on Quarterly
operations. due date.
10.21 ABN AMRO Bank Jul 02, 98 Financing of lease Full repayment on Quarterly
operations. due date.
10.22 Standard Chartered Bank Apr 28, 98 Financing of lease 8 equal quarterly Quarterly
operations. installments
10.23 Pakistan Kuwait Investment Mar 30, 2000 Financing of lease 2 equal quarterly Quarterly
Company (Private) Limited operations. installments after
2 years grace period
10.24 Standard Chartered Bank Mar 01, 98 Financing of lease 12 equal quarterly Quarterly
operations. installments
10.25 Bank of Tokyo-Mitsubishi Limited Jun 26, 99 Financing of lease 4 equal semi annual Semi annual
operations. installments after
1 year grace period
10.26 AI-Faysal Investment Bank Limited Dec 03, 2000 Financing of lease Full repayment on Quarterly
operations. due date.
10.27 Faysal Bank Limited Dec 30, 99 Financing of lease Full repayment on Quarterly
operations. due date.
10.28 ANZ Grindlays Bank Limited Jul 31,99 Financing of lease Full repayment on Quarterly
operations. due date.
10.4.1 Represents a foreign currency loan from ADB of US$ 20.0 million to be used for financing of
lease operations. Commitment charges are payable semi-annually at a rate of 0.5% per
annum. Such commitment charges are payable (a) during the first twelve months from the date
of agreement, on 50% of the unutilised part of the loan and (b) thereafter, on the entire
unutilised part of the loan. As explained in note 6.1.4 exchange risk is hedged by use of an
alternate method.
10.6.1 Represents a foreign currency loan referred to as Loan 'B' for US$ 3.3 million arranged by IFC
through a syndicate of international banks. As explained in note 6.1.4 exchange risk is hedged
by use of an alternate method.
10.7.1 The International Bank for Reconstruction and Development (IBRD) sanctioned a foreign
currency pool loan equivalent to US$ 26.0 million to Government of Pakistan (GOP) for
on-lending to approved leasing companies in local currency for financing small scale and micro
enterprises.
The loan carries charges at the rate of 16% per annum which includes interest, administration
charge, guarantee commission and foreign exchange risk fee.
11. 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.
12. LONG TERM ADVANCES AND DEPOSITS
NOTE 1998 1997
Security deposit on leases 12.1 723,419,404 609,357,170
Less: Repayable/adjustable within 12 months 147,370,155 104,007,456
--------------- ---------------
576,049,249 505,349,714
Advance lease rentals received 12.2 166,650 203,310
--------------- ---------------
Rupees 576,215,899 505,553,024
========== ==========
12.1 Represents sums received from lessees under lease contracts and are repayable/adjustable at
the expiry of the lease period.
12.2 Represents sums received in advance and are adjustable against last rents due as per the
lease agreement.
13. CURRENT LIABILITIES
Current maturity of redeemable
capital, long term loan and security deposit 13.1 866,126,166 589,062,401
Short term loans from banks - secured 13.2 15,000,000 235,273,364
Running finance under mark up
arrangements - secured 13.3 38,361,803 53,174,096
Shod term certificates of investment 11 325,685,089 180,786,064
Accrued financial and related charges 13.4 138,576,037 148,572,744
Creditors 16,250,290 7,127,615
Accrued expenses 7,171,273 5,909,693
Other liabilities 13.5 7,146,646 3,649,364
Provision for taxation 22 72,661,055 42,661,055
Proposed dividend 32,221,906 72,499,289
--------------- ---------------
Rupees 1,519,200,265 1,338,715,685
========== ==========
13.1 Current maturity
Redeemable capital -- 17,562,605
Long term loans 10 718,756,011 467,492,340
Security deposit on leases 12 147,370,155 104,007,456
--------------- ---------------
Rupees 866,126,166 589,062,401
========== ==========
13.2 Represents short term loans utilised against aggregate facilities of Rs. 15 million (1997:
Rs. 261 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 specific leased assets and related lease
receivables.
13.3 Represents running finance utilised against aggregate facilities from commercial banks of
Rs. 317 million (1997: Rs. 217 million ) for one year and are renewable. The average rate of
mark-up is 45 paisa per Rs. 1,000/- per day on daily product basis. These arrangements are
secured by hypothecation of specific leased assets and related lease receivables.
13.4 Accrued financial and related charges
1998 1997
Mark up on:
Long term loans 126,070,653 80,657,201
Short term loans 2,657,898 12,606,176
Running finance 6,015,211 4,641,658
Profit on certificates of investment 1,390,636 6,885,743
Commitment charges 700,809 959,681
Exchange risk fee - net 1,740,830 42,822,285
--------------- ---------------
Rupees 138,576,037 148,572,744
========== ==========
13.5 Other liabilities
Advance from customers pending
lease execution 3,744,361 1,562,221
Unclaimed dividend 1,010,808 352,867
Others 2,391,477 1,734,276
--------------- ---------------
Rupees 7,146,646 3,649,364
========== ==========
14. CONTINGENCIES AND COMMITMENTS
Leasing contracts committed but not executed at the balance sheet date were Rs. 19.8 million
(1997: Rs. 6.8 million).
15. INCOME FROM LEASE CONTRACTS
Represents lease income recognised in accordance with the accounting policy as explained in
note 2.2.1, against lease rental received and receivable for the year amounting to
Rs. 1,897,277,077/- (1997:1,596,026,516/-)
NOTE 1998 1997
16.  OTHER INCOME
Return on foreign currency deposit account 42,367,895 19,627,832
Return on deposits and investments 15,471,434 9,756,683
Gain on disposal of operating assets 1,052,557 446,650
Other fees and income 9,864,104 8,371,829
Exchange (Ioss)/gain (954,831) 7,348,036
Dividend income 4,729,081 3,172,200
--------------- ---------------
Rupees 72,530,240 48,723,230
========== ==========
17. FINANCE AND BANK CHARGES
Mark up on:
Redeemable capital 533,574 21,711,137
Long term loan 420,227,671 266,260,260
Short term loan 15,758,847 74,200,623
Running finance 24,588,909 26,609,094
Profit on certificates of investment 22,485,380 23,915,412
Commitment charges 2,284,947 2,172,704
Exchange risk fee 31,716,370 42,338,661
Amortisation of deferred financial costs 16,120,839 16,088,157
Bank charges and commission 1,271,974 1,063,834
--------------- ---------------
Rupees 536,988,511 474,359,882
========== ==========
18. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Salaries, allowances, welfare and training 57,370,866 47,911,104
Rent and utilities 12,535,972 11,060,904
Travelling 4,409,447 3,426,927
Vehicle running and maintenance 4,063,351 3,800,748
Insurance on operating assets 2,800,125 2,494,085
Legal and professional charges 4,365,951 3,285,194
Communication 5,712,440 5,771,060
Subscription 484,547 554,189
Auditors' remuneration 18.1 605,225 447,540
Advertising 3,090,754 2,477,129
Printing and stationery 2,303,157 2,092,795
Depreciation 12,270,300 11,057,559
Office repairs and maintenance of equipment 3,284,663 3,379,378
Donations 18.2 1,612,305 1,678,362
Office general expenses 242,596 299,309
--------------- ---------------
Rupees 115,171,699 99,736,283
========== ==========
1998 1997
18.1 Auditors' remuneration
Audit fee 150,000 150,000
NBFI Audit fee -- 60,000
Tax and corporate advisory services 434,225 220,640
Out of pocket expenses 21,000 16,900
--------------- ---------------
Rupees 605,225 447,540
========== ==========
18.2 Donations
Donations includes a payment of Rs. 150,000/- to the Patients' Aid Foundation for
improvement of Jinnah Hospital. The Chief Executive, Mr. Humayun Murad is a
member of the Board of Governors of this registered charity.
19. DIRECT COST OF LEASES
19.1 Finance lease and installment loans
Insurance 20,301,163 14,384,126
Court fee and stamp duty 1,334,035 1,480,131
--------------- ---------------
Rupees 21,635,198 15,864,257
========== ==========
19.2 Operating lease
Maintenance and insurance 1,885,747 --
Amortisation 1,390,690 --
--------------- ---------------
Rupees 3,276,437 --
========== ==========
20. REMUNERATION OF CHIEF EXECUTIVE, DIRECTOR AND EXECUTIVES
----------------------------------------------------------------------------------------------------------------------------------------------------------------
1998 1997
----------------------------------------------------------------------------------------------------------------------------------------------------------------
Chief Chief
Executive Director Executives Total Executive Director Executives Total
----------------------------------------------------------------------------------------------------------------------------------------------------------------
Managerial remuneration 2,190,004 55,000 21,182,516 23,427,520 1,660,968 -- 19,445,998 21,106,966
Housing and utilities 999,996 -- 10,915,240 11,915,236 809,032 -- 9,471,852 10,280,884
Gratuity 109,589 24,110 1,183,539 1,317,238 80,600 -- 1,024,236 1,104,836
----------------------------------------------------------------------------------------------------------------------------------------------------------------
Rupees 3,299,589 79,110 33,281,295 36,659,994 2,550,600 -- 29,942,086 32,492,686
====================================================================================================
Number 1 1 80 1 -- 79
====================================================================================================
The Chief Executive and certain executives are also provided with free use of Company owned cars.
1998 1997
21. TRANSACTIONS WITH ASSOCIATED COMPANIES
Dividend income from Oman ORIX
Leasing Company SAOG Rupees 4,729,081 3,172,200
========== ==========
Advisory and placement fee paid to
ORIX Investment Bank Pakistan
Limited in connection with Term
Finance Certificates (TFC's) Rupees 700,000 1,000,000
========== ==========
22. TAXATION
22.1 Assessments for all years upto and including assessment year 1995-96 have been finalised by
the Income Tax Department. However, certain expenses have been disallowed by the Income
Tax Department against which the Company has preferred appeals before the appellate forums.
In framing the assessments for the assessment year 1996-97, the Deputy Commissioner of
Income Tax (DCIT) has made certain disallowances amounting to Rs. 76.4 million. The
Company has paid Rs. 7.4 million under protest against a notice of demand raised by the
DCIT. Subsequently disallowances amounting to Rs. 73.3 million were set aside by the
Commissioner of Income Tax (Appeals). The Income Tax Department has filed an appeal
against the said decision with the Income Tax Appellate Tribunal.
22.2 Deferred taxation arising due to timing differences between book and income tax revenue or
charges is estimated at Rs. 171.1 million (1997: Rs. 134.1 million). As of June 30,1998 no
provision has been made for these timing differences as these are not expected to reverse
within the next three years.
23. EARNINGS PER SHARE Basic and Diluted
EPS = Net profit for the period = 103,893,569 132,096,907
Weighted average no. of ordinary shares 16,110,953 16,110,953
--------------- ---------------
6.45 8.20
========== ==========
24. CORRESPONDING FIGURES
Prior year's figures have been re-arranged for the purposes of comparison wherever necessary.
PATTERN OF SHAREHOLDING AS AT JUNE 30, 1998
---------------------------------------------------------------------------------------------
Number of Total
Shareholders Shareholding Shares Held
---------------------------------------------------------------------------------------------
508 1 -- 100 16,102
652 101 -- 500 214,583
95 501 -- 1,000 74,846
120 1,001 -- 5,000 275,512
25 5,001 -- 10,000 168,139
14 10,001 -- 15,000 169,601
4 15,001 -- 20,000 68,466
3 20,001 -- 25,000 71,750
1 25,001 -- 30,000 26,306
1 40,001 -- 45,000 41,311
1 45,001 -- 50,000 47,516
1 50,001 -- 55,000 50,084
2 55,001 -- 60,000 114,300
1 60,001 -- 65,000 60,984
1 75,001 -- 80,000 79,000
1 95,001 -- 100,000 96,510
1 100,001 -- 105,000 100,040
1 105,001 -- 110,000 106,600
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
1 205,001 -- 210,000 208,650
1 245,001 -- 250,000 249,734
1 345,001 -- 350,000 346,150
1 440,001 -- 445,000 444,675
1 520,001 -- 525,000 520,590
1 795,001 -- 800,000 796,077
1 905,001 -- 910,000 905,609
1 1,025,001 -- 1,030,000 1,026,647
1 9,160,001 -- 9,165,000 9,160,016
--------------- ---------------
1,445 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 1,410 1,853,212 11.50
2. Investment Companies 5 366,555 2.28
3. Insurance Companies 3 930,386 5.77
4. Joint Stock Companies 7 67,598 0.42
5. Financial Institutions 2 1,133,247 7.03
6. Modarabas 5 10,500 0.07
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 8 1,648,199 10.23
--------------- --------------- ---------------
Totals 1,445 16,110,953 100.00
========== ========== ==========
ORIX GROUP DIRECTORY
JAPANESE REGION
Domestic Operations
Leasing and Installment Loans
Principal Business
ORIX Corporation Providing direct financing leases and operating leases Tokyo Sales Headquarters
for OA equipment, computers, industrial equip- World Trade Center Building,
merit, plants, aircraft, and other equipment; 2-4-1, Hamamatsu-cho,
providing instalment loans. Minato-ku, Tokyo 105-6135
Japan
Tel: 03-3435-6641
Fax: 03-3435-6642
Managing Director:
Katsuo Kawanaka
Director: Masahiro Matono
Kinki (Osaka) Sales
Headquarters
Nihon Kasai-Osaka Building,
1-11 - 4, Edobori, Nishi-ku,
Osaka 550-0002 Japan
Tel: 06-449-5001
Fax: 06-441-7160
Managing Director:
Teruo Isogai
Director: Kenji Kajiwara
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 141-0032
growing business in auto leases Tel: 03-3495-4971
for individuals. Fax: 03-3495-4960
Chairman: Etsuo Hashimoto
President: Akira Fukushima
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 162-8570
users; providing mediatow 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 105-6135
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 105-6135
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-Ku
Shinjuku-Ku Tokyo
160-8370, Japan
Tel: 03-3345-2500
Fax: 03-3345-2588
Director: Hiroaki Nishina
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 552-0007
Tel: 06-571-2481
Fax: 06-572-5741
President: Yutaka Shiraishi