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ASKARI LEASING LIMITED
ANNUAL REPORT 2003
BOARD OF DIRECTORS
Lt. Gen. (R) Masood Parwaiz                    
Brig. (R) Muhammad Ayub                     Chairman
Brig. (R) Muhammad Bashir Baz                 Director
Mr. Muhammad Jamaluddin                      Director
Mr. Javed Ahmed Noel                             Director
Mr. Shujat All Khan                                    Director
Mr. AghaAlilmam                                    Director
Mr. Manzoor Ahmed                                Director (NIT Nominee)
CHIEF EXECUTIVE
Mr. Nasier Sheikh
COMPANY SECRETARY
Mr. Zafar Alam Khan Sumbal
BANKERS
Askari Commercial Bank Limited
American Express Bank Limited
ABN-AMROBankN.V.
Standard Chartered Grindlays Bank Limited
The Bank of Punjab Limited
Citibank N.A.
Habib American Bank
United Bank Limited
Muslim Commercial Bank Limited
AUDITORS
TaseerHadiKhalid&Co.
Chartered Accountants
LEGAL ADVISORS
Rizvi, Isa, Afridi & Angell
REGISTERED OFFICE/HEAD OFFICE
5th Floor, AWT Plaza, The Mall, Rawalpindi Cantt.
Telephone: (051) 9272368-73
UAN 111-111-345 Fax: (051) 9272148
E.Mail: info@all.com.pk
REGISTRAR AND SHARE TRANSFER OFFICE
Askari Associates (Pvt.) Ltd.
6th Floor, AWT Plaza, The Mall,
P.O. Box 678, Rawalpindi Cantt.
Telephone: (051) 9272442-44 Fax: (051) 9272447
E.Mail: askari@isb.compol.com
8.    To trade in listed securities, both equity and non-equity instruments, to provide professional analysis of
securities to both institutional and individual investors; to manage portfolios of stocks and shares, pension
and provident funds, participation term certificates and other negotiable and debt instruments for both
individual and institutional clients on a discretionary as well as non-discretionary basis, to provide margin
loans to individual and institutional investors; to offer cash management accounts, security management
accounts and to facilitate clients, to open letters of credit for corporate clients for the import of machinery
for installation, expansion, balancing, modernization and replacement.
9.    To act as adviser and financial agent for companies in obtaining bank loans, syndicated loans, export credits,
leases and project finances, both domestically and internationally, to assist companies in private placement
of debt and equity, domestically and abroad, to act as adviser to companies in corporate or financial
restructuring as well as in the preparation of resource mobilization plans, to act as adviser to companies in
mergers, acquisition and divestitures.
10.   To act as authorized seller for securities and certificates, denominated in local or foreign currency, issued
by Federal or Provincial Governments, statutory bodies, and state-owned corporations, including instruments
of National Savings Schemes, to provide safe deposit vaults to clients.
11.   To buy, sell hold or otherwise acquire stocks, transferable shares, scrips, Modaraba Certificates, notes,
debentures, debenture stocks, participation term certificates, bonds, investment contracts, and pre-organisation
certificates or subscription, and, any instrument commonly known as a security and the company may
incorporate, float and manage open ended schemes and closed-end investment companies (Mutual Funds),
to provides Investment Advisory and Asset Management services as defined in The Non- Banking Finance
Companies (Establishment And Regulation) Rules, 2003 as amended.
After above alterations the existing sub-clause numbered 3 to 29 shall be read as sub-clause numbered 12 to 38.
"RESOLVED that words appearing as " investment, bank or" in line 13 & 14 of the existing sub-clause 27 are
hereby deleted and words appearing as "business of an investment" in line 3 of sub-clause 29 are also hereby
deleted."
"RESOLVED that this resolution will be effective subject to the approval of the Securities & Exchange Commission
of Pakistan"
"RESOLVED that Clause V of the Memorandum of Association of the Company be and is hereby altered and
replaced by the following:
V.    The Authorized Capital of the Company is Rs. 1 , 000,000,000 (Rupees one billion only) divided in to 70,000,000
(Seventy million) ordinary shares of Rs.10 (Rupees ten) each and 30,000,000 (Thirty million) preferred
shares of Rs.10 (Rupees ten) each with attached thereto respectively such preferential, deferred, qualified
or special rights, privileges, or conditions as provided in the Articles of Association of the Company, or in
accordance with the Companies Ordinance, 1984 and to vary, modify or, abrogate any such right, privileges
or conditions in such manner as may be permitted by the Company Ordinance, 1984 and to increase and/
or reduce the capital and to divide shares in the capital into several classes and to consolidate.
"RESOLVED that Article No.7 of the Articles of Association of the Company be and is hereby altered and
replaced by the following:
7     The Authorized Capital of the Company is Rs. 1,000,000,000 (Rupees one billion only) divided in to
70,000,000 (Seventy million) ordinary shares of Rs.10 (Rupees ten) each and 30,000,000 (Thirty million)
preferred shares of Rs.10 (Rupees ten) each. The Company shall have powers to increase or reduce
the capital of the Company and to divide shares in the capital for the time being into several classes.
The rights as between various classes of ordinary shares, if any, as to profits, votes and other benefits
shall be strictly proportionate to the paid-up value of shares.
"RESLOVED that following Chapter and sub-clauses be and are hereby inserted after the existing Chapter
No. XXVI and sub-clause 159:
XXVII PREFERENCE SAHRES
160.     The directors of the Company may at any time, and from time to time, allot and issue one or more classes
of Preference Shares conferring on the holders thereof the following one or more rights and subject to such
company") will be held on Friday October 24, 2003 at 1000 hours, in Blue Lagoon Complex, opposite outward of
Continental Hotel, Rawalpindi, to transact the following business: - 
1 .    To confirm the minutes of the 10th AGM of the company held on 26 December 2002.                                
2.    To receive, consider and adopt the Audited Accounts of the company together with Directors' and Auditors'
Reports thereon for the year ended June 30, 2003.                                                                        
3.    To appoint Auditors of the company for the year ending June 30, 2004 and to fix their remuneration. The present
Auditors of the company being eligible offer themselves for re-appointment.
4.    To approve the payment of 15 % cash dividend (Rs 1.50 per share) as recommended by the Board of Directors
for the year ended June 30, 2003                                                                                             
purchasing or making any additions, alterations or improvements to or in any property, to establish or
manage housing schemes without engaging in real estate business or work as subsidiary or holding company
or as joint venture of construction business, to carry out surveys and valuation of land and properties, to
arrange for insurance of the pledged property, to manage mortgage investment as agent, to manage public
or private sector housing projects, to make loans and advances for house building or non-residential properties
to individuals, corporate, projects and housing companies and to finance against property by way of mortgage.
To carry on the business of discount, acceptance and guarantee house by issue, purchase, sale, distribute,
arrange, accept, co-accept, discount, rediscount, underwrite and guarantee of Securities, Certificate of
Investments, Certificate of Deposit, Commercial Paper, Participation Term Certificate, Term Finance Certificates,
Bonds and bills or any financial instrument issued in and outside Pakistan by any government or any authority
or body corporate, entity, corporation, association, persons, whether in public or private sector, both in
primary or secondary market or money market, to purchase receivables and book debts, to manage cash
and funds for others, to borrow with or without security in any currency from any source, to negotiate loans,
and to act as primary dealer, market maker, agent and broker in Government debt instruments and other
securities.
To effect, insure, guarantee, underwrite and participate in managing and carrying out of any issue, public
or private, government, municipal or other loans or of shares, stock, modaraba certificates, bonds, debentures,
debenture stock of any government, local, company, corporation, statutory corporation, modaraba, association,
trust or foundation and to give guarantee in relation to payment of debentures, debenture stocks, modaraba
certificates, bonds, obligations, or securities and carry on and transact every kind of guarantee, counter-
guarantee and indemnity business, and in particular to guarantee any moneys, including principal, or markup
or interest, or other moneys payable under any debentures, mortgages, loan agreements, contracts, obligations
and securities.
To undertake and carry on the office or offices and duties of trustee custodian, trustee executor, administrator,
liquidator, receiver, committee, attorney or nominee of or for any person, corporation, association, government
state, municipal or other body public or corporate.
To issue certificates of deposit or short-term paper of its own or investments, to trade in commercial paper
issued by the Company's client, Government securities, promissory notes, bankers' acceptances and other
money market instruments, to assist in the issue of commercial paper, including introduction of companies
to the money market, preparation of documentation, distribution and market making.
Statement under section 160(1) (b) of the Companies Ordinance, 1984
The material information pertaining to the special business to be transacted at the Annual General Meeting of the company
 be held on October 24, 2003 is given in this statement.
The Securities and Exchange Commission of Pakistan (SECP) has formulated "The Non-Banking Finance Companies
(Establishment and Regulation) Rules, 2003". These rules have come into force with effect from April 01, 2003. Under these
Tiles the Company being an NBFC is allowed to undertake the following business activities:
The Company can undertake these business activities provided that the objects clause in the Memorandum of Association
of the Company has corresponding provisions relating to these business activities. To incorporate provisions relating to
NBFCs permissible business activities in the Memorandum of Association of the Company, amendments in the Memorandum
of Association are proposed for approval of shareholders.
The main objective of implementation of NBFCs concept is to provide a broader platform to financial companies to have
multiple products available to their customers under one roof. This will promote the idea of much needed "Financial
Supermarkets" and would serve to strengthen the overall financial sector.
The amendment in Memorandum and Articles of Association of the Company is also proposed to enhance the authorized
capital of the company to one billion and to insert provisions to enable the Company to issue preference shares. The
enhancement in authorized capital will enable the Company to meet its growth in future.
The directors of the Company have no interest directly or indirectly in the amendments to or alteration of the Memorandum
and Articles of Association of the Company, except that they are   shareholders / directors in the Company.
NOTES
1.           CLOSURE OF SHARE TRANSFER BOOKS
The Share Transfer Books of the Company will remain closed from Saturday October 18, 2003 to Friday October
24, 2003 (both days inclusive).
2.           CHANGE IN ADDRESS AND CONSOLIDATION OF FOLIOS
Members of the company are requested to immediately notify the change of address, if any, and ask for consolidation
of folio numbers, provided any member holds more than one folio, to our Registrar, Askari Associates (Private)
Limited , 6th Floor, AWT Plaza, The Mall, Rawalpindi Cantt.
3             PARTICIPATION IN GENERAL MEETING
(a)   A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend the Meeting
and vote for him/her. The Form of proxy, duly completed in order to be effective must be received by the
Company at its Registered Office at least 48 hours before the Meeting.
(b)   Individual beneficial owners of CDC entitled to attend and vote at the meeting must bring his/her participant
ID and account/sub-account number alongwith original NIC or passport to authenticate his/her identity.
In case of corporate entity, resolution of the Board of Directors/power of attorney with specimen signature
of nominees shall be produced (unless provided earlier) at the time of meeting.
(c)   For appointing proxies, the individual beneficial owners of CDC shall submit the proxy form as per above
requirement alongwith participant ID and account/sub-account number together with attested copy of their
NIC or passport. The proxy form shall be witnessed by two witnesses with their names, addresses and NIC
numbers. The proxy shall produce his/her original NIC or passport at the time of meeting. In case of corporate
entity, resolution of the Board of Directors/power of attorney with specimen signature shall be submitted
(unless submitted earlier) alongwith the proxy form.
terms and conditions which shall be approved by the shareholders by a special resolution for the issuance
of Preference Shares.
161.    The right to a preferential dividend (whether cumulative or otherwise) on the paid up or credited as paid
up capital in respect of Preference Shares of the Company (to the extent of and from such profits as are
available for distribution and are declared by the Company in General Meeting and after deducting such
amounts therefrom as have been carried to reserves or otherwise set aside as the Company may by law be
required) in respect of the relevant period at such rates as may be determined by the shareholders. It is
clarified that the right of the holders of Preference Shares to receive preferential dividend (whether cumulative
or otherwise) shall be in priority to any payment of dividend to the holders of any other shares in the capital
of the Company.
     Preference Shares shall be redeemable in accordance with terms and conditions and after such period as
may from time to time be determined by the members through Special Resolution and subject to the
provisions of the Ordinance. No such shares shall be redeemed unless they are fully paid.
    No such shares shall be redeemed except out of the profits of the Company which would otherwise be
available for dividend or from out of a sinking fund created for this purpose or out of the proceeds of fresh
issue of shares made for the purpose of redemption or out of sale proceeds of any property of the Company.
    Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall out
of profits which would otherwise have been available for dividend be transferred to a reserve fund, to be
called "the capital redemption reserve fund", a sum equal to the amount applied in redeeming the shares,
and the provisions of the Ordinance relating to the reduction of the share capital of the Company shall, :
except as provided in Section 85 of the Ordinance, apply as if the Capital Redemption Reserve fund were
paid-up share capital of the Company.
    Where any such shares are redeemed out of the proceeds of a fresh issue, the premium, if any, payable on
redemption must have been provided for out of the profits of the Company before the shares are redeemed
or out of the share premium account.
     Through Special Resolution Preference Shares at any time before redemption may be converted into Ordinary
Shares at value and terms determined by the members in the general meeting.
     Preference Shares on winding up shall have the first right, before the Ordinary Shareholders over the assets
of the Company, limited to the nominal value of the shares held by the Preference Shareholders, reduced
by the amounts already redeemed, if any, prior to winding-up.
    The holders of the Preference Shares shall not be entitled to notice of or to attend any meeting of the
Company or vote on any resolution of the Company unless, and only to the extent as may be expressly
required by the Companies Ordinance, 1984.
     The Preference Shares shall have no further rights to participate in the profits in any other surplus of the
Company other than to the specified preferential dividend.
     The members through Special Resolution may vary rights and privilege attached to the Preference Shares
from time to time.
To transact any other business with the permission of the Chair.
Financial Results
Rupees
Total Revenue                    1,056,306,763
Total Expenditure                  915,755,739
Profit for the year                 140,551,024
Un-appropriated profit
brought forward                      1,299,961
Profit available for
appropriation                       141,850,985
Appropriations:
Transferred to
Name of Directors               Reserve fund           28,110,205
Lt. Gen. (R) Masood Parwaiz                  Deferred tax reserve       23,400.00
Brig. (R) Muhammad Ayub                    General reserve           40,000.00
Brig. (R) Muhammad Bashir Baz             Proposed dividend                 48,600.00
Brig. (R) Ikram-ul-Hasan                       Un-appropriated profit
Brig. (R)Tariq Bashir                            carried forward                        1,740,780
Mr. Muhammad Jamaluddin                   Earnings per share - basic                4.34
Mr. Javed Ahmed Noel                         
Mr. Shujat AH Khan                              Meetings Attended
Mr. Manzoor Ahmed                             7
Mr. Agha All Imam                               7
Syed Haroon Rashid                             0
Leave of absence was granted to the Directors 6
who could not attend the meetings held 3
during the period they remained Directors 3
of the company. 2
Brig (R) Ikram-ul-Hasan (Director), 6
Brig. (R) Tariq Bashir (Director) and Syed 1
Haroon Rashid (Director) retired from the 4
board. The board places on record its 1
appreciation for the valuable contribution
made by the retiring Directors towards the
growth of the company.
Auditors
The auditors M/S Taseer Hadi Khalid & Co
Chartered Accountants retire and being
eligible, offer themselves for re-appointment.
The Audit Committee has recommended
re-appointment of retiring Auditors.
Acknowledgement
The directors are pleased to put on record
their appreciation for the commendable
dedication, hard work and commitment of
the employees for the growth of the company
and to the shareholders for their confidence
in the company. Furthermore, our gratitude
to the Securities & Exchange Commission
of Pakistan (SECP) and State Bank of Pakistan
(SBP) for their continued guidance and
support.
Key Financial Indicators
The key financial indicators of the company's
performance for the last six years are annexed
to the report.
Credit Rating
The Pakistan Credit Rating Agency (PACRA)
has maintained Askari Leasing's entity rating
of 'A Plus" for long term and "Al" for short
term obligations based on the
results of June 30, 2002.
Pattern of Share Holding
The pattern of share holding of the company
as at June 30, 2003 is annexed to the
report.
Retirement Schemes /
Provident Fund
The value of investments of provident fund
is Rs. 6.10 million. The company has also
provided for Rs. 5.906 million for
compensated absences for un-availed leaves
of the employees.
BALANCE SHEET 1998 1999 2000 2001 2002 2003
Authorised Capital 500,000 500,000 500,000 500,000 500,000 500,000
Paid up Capital 240,000 240,000 324,000 324,000 324,000 324,000
Total Equity 493,798 528,199 638,852 703,335 755,176 1,011,783
Allowance for potential
lease losses 120,000 131,591 162,214 223,129 290,960 281,834
Long Term Liabilities 2,083,829 2,823,710 4,690,094 5,328,309 5,353,817 5,061,011
Current Liabilities 2,449,526 2,265,777 1,892,268 1,774,665 2,317,998 1,833,740
Current Assets 2,545,973 2,810,393 3,810,835 3,812,841 3,991,898 3,878,258
Total Assets 5,027,152 5,617,686 7,221,214 7,806,309 8,426,990 7,906,533
INCOME STATEMENT
Lease Income 593,665 638,103 767,042 988,743 928,896 800,567
Total Revenue 716,009 797,590 992,664 1,171,509 1,194,993 1,056,307
Financial Expenses 529,952 665,419 794,482 937,772 951,010 745,564
Profit before Taxation 99,981 70,901 100,554 77,483 21,115 140,551
Profit after Taxation 71,981 62,401 91,454 64,483 21,115 140,551
FINANCIAL INDICATORS
Earnings per share  4.54 2.95 3.1 2.39 0.65 4.34
Return on Average Equity 20.75% 13.42% 15.74% 9.61% 2.90% 15.91%
Current Ratio 1.04 1.24 2.01 2.15 1.72 2.11
Book value (Rs. per share) 20.57 22 19.72 21.71 23.31 31.23
Return to share holders 20% 20% 20% - 15%
CORPORATE GOVERNANCE
We have reviewed the Statement of Compliance with the best practices contained in the Code of Corporate
Governance prepared by the Board of Directors of Askari Leasing Limited to comply with the Listing Regulations
of the Stock Exchanges where the Company is listed.
The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors of
the Company. Our responsibility is to review, to the extent where such compliance can be objectively verified,
whether the Statement of Compliance reflects the status of the Company's compliance with the provisions of
the Code of Corporate Governance and report if it does not. A review is limited primarily to inquiries of the
Company personnel and review of various documents prepared by the Company to comply with the Code.
As part of our audit of financial statements we are required to obtain an understanding of the accounting and
internal control systems sufficient to plan the audit and develop an effective audit approach. We have not carried
out any special review of the internal control system to enable us to express an opinion as to whether the Board's
statement on internal control covers all controls and the effectiveness of such internal controls.
Based on our review, nothing has come to our attention which causes us to believe that the Statement of
Compliance does not appropriately reflect the Company's compliance, in all material respects, with the best
practices contained in the Code of Corporate Governance, effective as at June 30,2003.
AUDITORS' REPORT TO THE MEMBERS
OF ASKARI LEASING LIMITED
We have audited the annexed balance sheet of Askari Leasing Limited as at 30 June 2003 and the related
profit and loss account, cash flow statement and statement of changes in equity 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 purpose of
our audit.
It is the responsibility of the company's management to establish and maintain a system of internal
control, and prepare and present the above said statements in conformity with the approved accounting
standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an
opinion on these statements based on our audit.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These
standards require that we plan and perform the audit to obtain reasonable assurance about whether
the above said statements are free of any material misstatement. An audit includes examining, on test
basis, evidence supporting the amounts and disclosures in the above said statements. An audit also
includes assessing the accounting policies and significant estimates made by management, as well as,
evaluating the overall presentation of the above said statements. We believe that our audit provides a
reasonable basis for our opinion and, after due verification, we report that:
(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, cash flow statement and statement of changes in equity
together with the notes forming part thereof conform with approved accounting standards as
applicable in Pakistan, and, 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^
affairs as at 30 June 2003 and of the profit, its cash flows and changes in equity for the year then
ended; and
(d)    in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of
1980), was deducted by the company and deposited in the Central Zakat Fund established under
Section 7 of that Ordinance.
Cash flows from Operating Activities
Profit before taxation
Adjustments for :
Depreciation
Allowance for potential lease losses
Provision for imapirment of receivables
Amortisation of deferred costs
Profit on disposal of fixed assets 2003 2002
Profit on certificates of investment (Rupees) (Rupees)
Mark up expense on borrowings
Provision/ (reversal) for diminution in value of shares 140,551,024 21,114,689
Operating profit before working capital changes 22,065,252 26,433,606
Changes in operating assets and liabilities 54,617,027 67,830,624
(Increase)/decrease in : 4,000,000 24,809,107
Investments