International Multi Leasing Co. - Annual Reports 2003

INTERNATIONAL MULTI LEASING CORPORATION LIMITED

Annual Reports 2003

CONTENTS

CORPORATE INFORMATION

NOTICE OF ANNUAL GENERAL MEETING

DIRECTORS'REPORT

PATTERN OF SHAREHOLDING AS AT JUNE 30, 2003-

STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE

REVIEW REPORT TO THE MEMBERS ON STATEMENT OF COMPLIANCE WITH BEST PRACTICES OF CODE OF CORPORATE GOVERNANCE

AUDITORS' REPORT TO THE MEMBERS.

BALANCE SHEET AS AT JUNE 30, 2003

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2003-

CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2003-

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2003

NOTES TO THE ACCOUNTS

BOARD OF DIRECTORS

1. Mr. Agha Fasih-ud-Din Khan

Director

2. Mr. Muhammad Yaqoob

Director

3. Mr. Muhammad Sarwar Sh.

Director

4. Mr. Sh. Nadeem Naeem

Director

5. Mrs. Ayesha Begum

Director

6. Mrs. Ruby Anwar

Director

7. Mr. Kamal Khan

Chief Executive

COMPANY SECRETARY

Muhammad Azhar Siddique

AUDITORS

M/s. Avais, Hyder, Zaman, Rizwani

Chartered Accountants

BANKERS

Habib Bank AG Zurich

LEGAL ADVISOR

Irfan & Irfan

Attorney at Law

REGISTRARS & SHARE TRANSFER OFFICE

Software (Pvt.) Limited

5/79 Usman Block

New Garden Town, Lahore.

Ph: 042-5865795

REGISTERED AND HEAD OFFICE

T-02(B), 3rd Floor, Rehman Business Centre

32/B-3, Gulberg-lll, Lahore

Tel : (042) 5877331-2 Fax: (042) 5873350

KARACHI OFFICE

1106-111 OKashif Centre,

Shahrah-e-Faisal, Karachi.

Tel: (021)5662054

Fax:(021)5683010

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT 13^th Annual General Meeting of International Multi Leasing

Corporation Limited will be held on Saturday September 13, 2003 at 10.00 a.m. at its Registered

Office, T-02(B), 3^rd Floor, Rehman Business Centre, 32/B-3, Gulberg III, Lahore, to transact the

following business:

1. To confirm the minutes of the Extra Ordinary General Meeting of the company which was

held on February 21,2003.

2. To receive, consider and adopt the Audited Accounts for the year ended June

30,2003, together with Directors' and Auditors' Reports thereon,

3. To appoint auditors and fix their remuneration. The present auditors M/s. Avals Hyder

Zaman Rizwani, Chartered Accountants, retire and being eligible offer themselves for

re-appointment.

4. To elect seven (7) directors as fixed by the Board of Directors in the meeting held on

August 8, 2003 for a period of 3 years commencing from October 21, 2003 in

accordance with Section 178 of the Companies Ordinance, 1984.

Th following directors shall retire on October 20, 2003 in accordance with the

requirement of Section 180(1) of the Companies Ordinance, 1984:

The retiring Directors are eligible for re-election.

5. To transact any other business with the permission of the Chair.

Lahore By order of the Board

August 23, 2003 Muhammad Azhar Siddique

Company Secretary

NOTE:

1. The Register of Members of the company will remain closed from September 7, 2003 to

September 13,2003 (both days inclusive)

2. A member eligible to attend and vote at the meeting may appoint another member as

his/her proxy to attend and vote instead of him/her. Proxies in order to be effective must

be received by the Company at the Registered Office not less than 48 hours before the

time for holding the meeting.

3. The beneficial owner of shares recorded at Central Depository Company of Pakistan

Limited (CDCP) are required to bring their National Identity Cards and in case of

institutions being the beneficial owner, notarially certified copy of the power of attorney or

other authority, together with the proof of identity of such nominee, is required for

admittance to the meeting of the members.

4. Shareholders are requested to notify the change of address, if any, to our Registrars,

M/s. Software (Pvt) Limited 5/79 - Usman Block, New Garden Town, Lahore. Telephone

No. 5865794-5.

1. Mr. Agha Fasih-ud-Din Khan

2. Mr. Muhammad SarwarSh.

3. Mr. Muhammad Yaqoob

4. Mrs. Ayesha Begum

5. Mrs. Ruby Anwar

6. Sh. Nadeem Naeem

7. Mr. Kamal Khan

Directors Report

The Directors are pleased to present their 13th Annual Report together with the

Audited Accounts of INTERNATIONAL MULTI LEASING CORPORATION LIMI1

for the year ended June 30, 2003.

Financial Results

(Rs.)

Income from Operations

8,262,453

Expenditure

Administrative and operating expenses

10,220,240

Financial Charges

242,773

10,463,013

Operating Loss

-2,200,560

Provisions for potential lease losses

12,048.94

Profit before tax

9,848,383

Taxation

9,268,141

Profit after tax

580,242

Un-appropriated Profit Brought Forward

17,906,205

Profit available for Appropriations

18,486,447

Appropriations:

Transfer to Capital Reserve - Statutory Reserve

116,048

Un-appropriated profit Carried Forward

18,370,399

Operating Results

Your company has reported an after tax profit of Rs. 0.580 million for the financial year

ended June 30, 2003, as compared to a aftertax loss of Rs. 5.31 million for the year ended

on June 30, 2002. The prime factor for the aforesaid profit figures is adjustment of

provisions against now settled/rescheduled earlier stuckup cases.

In the face of drastically falling return rates all around we made full efforts to improve upon

seetjfjn-g* jwefttebte teases, staff strength was

trimmed and more effective controls were exercised to control and reduce expenditure

under various heads. Inspite of these efforts desired results could not be achieved owing

to our company being dragged in courts by Calcorp forforced amalgamation with them.

Significant Event

During last quarter of the year your company suffered business restrains due to negative

propaganda by Calcorp through press and public. Your company's bank accounts were

unilaterally, unjustifiably and illegally got frozen.

Immediately after amalgamation order of March 4, 2003 a number of our shareholders

brought to our notice that besides other irregularities the net value of the Calcorp was

below Rs. 4.0 per share vis-a-vis Rs. 1 3.07 breakup value claimed by them while inducing

us for a swap ratio of 1 to 1. We, therefore, filed suit in the Lahore High Court that since

the amalgamation order has been obtained based on misrepresentation and

concealment, therefore, the same should be set aside. Our application for setting aside

the merger order is before Honourable Lahore High Court and the next date of hearing is

September 16,2003.

Economy

The economy of the country had long been under pressure. However, a growth rate of

4.6 percent of GDP was reported for the year ended June 30, 2003 as compared to 3.60

percent for the year ended June 30, 2002. The foreign debts had come down to $ 36

billion as compared to $ 38 billion. The liquidity position became better with the gradual

increase in foreign exchange reserves which are now around $ 10.70 billion. Foreign

direct and portfolio investments are expected to improve in light of upgrading of credit

rating of the country.

Statement in Compliance of Code of Corporate Governance

The Board of Directors state that:

• The financial statements of the company annexed to this report, present fairly its

state of affairs, the result of its operations, cash flows and changes in equity;

• Proper books of account of the company have been maintained;

• Appropriate accounting policies have been consistently applied in preparation

of financial statements and accounting estimates are based on reasonable

and prudent judgment;

• International Accounting Standards, as applicable in Pakistan and relevant

directives from the regulatory authority have been followed in preparation of

financial statements and any departure there from has been adequately

disclosed;

• The system of internal control is sound in design and has been effectively

implemented and monitored;

• There are no significant doubts upon the company's ability to continue as a going

concern;

• There has been no material departure from the best practices of corporate

governance, as detailed in the listing regulations and;

• Key operating and financial data is annexed to this report.

Audit Committee

The Board of Directors in compliance with the Code of Corporate Governance has

established an Audit Committee Consisting of the following directors;

1. Mr. Agha Fasih-ud-Din Khan

Chairman

2. Mr. Muhammad Sarwar Sheik

Member

3. Mr. Muhammad Yaqoob

Member

Meetings of the Board of Directors

During the year under review ten meetings of the board of directors of the company were held.

Mr. Agha Fasih-ud-Din Khan attended all these meetings while M/s. Muhammad Sarwar Sheikh

and Muhammad Yaqoob attended 9 meetings. The number of meetings attended by other

directors are written against their names.

• Mr. Arshad Al'a Syed retired as IML director in April 2003 and to fill this vacancy Sh.

Nadeem Naeem was appointed as director.

• Mr. Kamal Khan

. Mr. Arshad Al'a Syed

• Mr. Muhammad Rafiq

• Sh. Nadeem Naeem