| NATIONAL ASSET LEASING CORPORATION LIMITED |
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| ANNUAL REPORTS
2003 |
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| Contents |
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| Company
Information |
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| Notice of
Annual General Meeting |
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| Report of the
Director's |
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| Six Year's Key
Financial & Operating Ratios |
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| Pattern of
Shareholding |
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| Statement of
Compliance with best Practices of Corporate Governance |
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| Auditor's
Review Report to the Members on Statement of Compliance With best practices
of Code of Corporate Governance |
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| Auditor's Report |
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| Balance Sheet |
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| Profit &
Loss Account |
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| Cash Flow
Statement |
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| Statement of
Changes in Equity |
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| Notes to the
Financial Statements |
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| Company
Information |
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| Board of
Directors |
Mr. Shamim 1. Junejo |
Chairman |
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Dr. Khalid Iqbal |
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Director |
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Mr. M.A. Rehmani |
Director |
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Syed Naveed Zaidi |
Director |
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Mr. Azhar Tariq Khan |
Director |
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Mr. Sohail All |
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Director |
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Mr. Rana M. Abu Obaida |
Chief Executive Officer |
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| Audit
Committee |
Mr. Shamim 1. Junejo |
Chairman |
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Mr. Azhar Tariq Khan |
Member |
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Mr. M.A. Rehmani |
Member |
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| Company
Secretary |
Syed Haider Zaidi |
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| Bankers |
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Allied Bank of Pakistan Limited |
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Habib Bank Limited |
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National Bank of Pakistan |
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| Auditors |
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M/s. M. Yousuf Adil Saleem & Co. |
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Chartered Accountants |
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Cavish Court, A-35, Block 7/8 |
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KCHSU, Shahrah-e-Faisal |
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Karachi |
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| Legal Advisor |
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M/s. Mansoor Ahmed Khan & Co. |
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Advocates & Solicitors |
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F-2/3, Block 8, Kehkashan |
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KDA Scheme 5, Clifton |
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Karachi |
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| Share Registrar |
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M/s. Noble Computer
Services (Pvt) Ltd. |
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14, Banglore Town Housing Society |
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Shahrah-e-Faisal, Karachi |
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| Registered
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301-302, Mohammad Gulistan Khan House |
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82-East, Fazal-ul-Haq Road |
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Blue Area, Islamabad |
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| Head Office |
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309, Anum Empire |
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Block 7/8, KCHSU |
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Shahrah-e-Faisal, Karachi |
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Ph: 4527246, 4529224 & 4529225 |
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Fax: (92-21) 4527232 |
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E-mail: natlease@fascom.com |
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| NOTICE OF
ANNUAL GENERAL MEETING |
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| Notice is
hereby given that the Thirteenth Annual General Meeting of National Asset
Leasing Corporation |
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| Limited will
be held, on Wednesday October 29, 2003 at 11.30 A.M. at its registered office
301-302, |
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| Mohammad
Gulistan Khan House, Fazal-ul-Haq Road, Blue Area, Islamabad to transact the
following |
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| business: |
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| ORDINARY
BUSINESS |
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| 1. To confirm the Minutes of Twelfth Annual
General Meeting held on October21,2002. |
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| 2. To receive, consider and adopt the Audited
Accounts for the year ended June 30,2003 together with |
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| Directors' and
Auditors' Report thereon. |
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| 3.
ToappointAuditorsandtofixtheirremunerationfortheyear July01,2003 to
June30,2004.The present |
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| Auditors, M/s.
M.Yousuf Adil Saleem & Co., Chartered Accountants, retire and being
eligible, offer |
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| themselves for
reappointment. |
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| 4. To transact any other business with the
permission of the Chair. |
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| By Order of
the Board |
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| Islamabad:
October 06, 2003 |
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| Syed
HaiderZaidi |
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| Company
Secretary |
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| Notes: |
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| 1. The Register of Members of the Company
will remain closed from 21th October 2003 to 28th October |
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| 2003 (both
days inclusive) and no transfer of shares will be made during the period the
register is closed. |
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| 2. A member entitled to attend and vote at
the General Meeting is entitled to appoint another member as |
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| his/her proxy
to attend and vote on his/her behalf. |
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| 3. Instrument appointing proxy and the Power
of Attorney or other authority under which it is signed or a |
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| notarially
certified copy of the Power or authority must be deposited at the Registered
Office of the |
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| Company at
least 48 hours before the time of the meeting. |
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| 4. CDC Shareholders entitled to attend and
vote atthis meeting, must bring with them their National Identity |
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| Cards/Passports
in original along with Participants ID Numbers and their Account Number to
prove |
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| his/her
identity, and in case of proxy, must enclose an attested copy of his/her NIC
or Passport, |
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| representatives
of Corporate members should bring the usual documents required for such
purpose. |
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| 5. Shareholders are requested to notify any
change in address immediately. |
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| IN THE NAME OF
ALLAH, MOST GRACIOUS, MOST MERCIFUL |
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| REPORT OF THE
DIRECTORS |
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| FOR THE YEAR
ENDED JUNE 30, 2003 |
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| The Board of
Directors is pleased to present its 13th Annual Report together with the audited financial |
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| statements for
the year ended June 30, 2003. The financial statements annexed to this
report, present fairly |
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| its state of
affairs, the result of its operations, cash flows and changes in equity.
Proper books of account have |
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| been
maintained. Appropriate accounting policies have been consistently applied in
preparation of financial |
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| statements and
accounting estimates are based /on reasonable and prudent judgement.
International |
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| Accounting
Standards, as applicable in Pakistan, have been followed in preparation of
financial statements |
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| and any
departure therefrom has been adequately disclosed. |
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| FINANCIAL
RESULTS & REVIEW OF OPERATIONS |
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| As informed
earlier the Company ceased to operate as a leasing company following
suspension / cancellation |
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| of leasing
license by the Securities & Exchange Commission of Pakistan due to our
failure to raise the capital |
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| of the company
to Rs200.0 million as required under Leasing Rules. As a result, the
management reduced its |
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| expenses
substantially and made all efforts to settle the debts through assignment of
receivables. Your |
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| directors are
pleased to confirm that the lenders to the company, considering the serious
financial problems of |
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| the company,
granted substantial concession and remission in the form of waivment of fee,
mark-up etc., |
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| which helped
your company to convert the operational losses into a profit of RsO.73
million, despite the fact |
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| that a large
amount of loss was incurred due to settlement of leases for assignment of
rentals to the lenders. |
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| We are pleased
to confirm that the outstanding liabilities of a Commercial Bank and a NBFC
were fully repaid |
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| during the
year under review. No new business was undertaken during the year under
review. Since the most |
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| of the leases
have matured hence the gross revenue decreased to Rs.0.84 million from
Rs.1.23 million as |
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| compared to
last year, but the same was covered by reducing the administrative expenses
from Rs.5.32 |
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| million of
last year to Rs.4.47 million during the fiscal year 2003. |
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| The operating
results for the year under review are given below: |
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| Gross revenue |
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RsO. 84 million |
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| Administrative
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Rs4.47 million |
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| Financial charges |
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Rs2.47 million |
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| Reversal of
mark-up etc. as per settlement of |
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| liabilities
less loss caused due to settlement |
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| of lease for
assignment of rentals to the |
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| lenders |
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Rs7. 38 million |
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| Net Profit
forthe year* |
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RsO. 73 million |
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| * unrealised gain on remeasurement of
investments |
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| amounting to
Rs.3.5 million has not been included above |
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| The
Comparative statement for last 6 Years of key financial and operating data is
annexed. |
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| As stated
above, the Company could not declare any dividend / bonus for the year under
review. |
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| During the
year, six meetings of the Board of Directors were held and all the Directors
except Mr. Sohail Ali |
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| attended the
meeting. Mr. Sohail Ali remained out of country throughout the year. |
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| FUTURE OUTLOOK |
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| We are making
all efforts for the merger of your leasing company with a financially solvent
leasing company |
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| and hopefully
the matter will be finalized soon. We also discussed our plan with the
Executive Director of |
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| Securities
& Exchange Commission of Pakistan, who advised to pursue investors for
the investment in |
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| the Equity of
the Company in order to consider the restoration of licence and accordingly
investors have |
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| been
approached and hopefully a revival plan for increasing the equity through
merger and injection of |
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| fresh funds
will be submitted to SECP very soon. |
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| CODE OF
CORPORATE GOVERNANCE |
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| Your Directors
have implemented the code as required and there has been no material
departure from it. The |
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| Audit
Committee and Executive Committee have also been established. |
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| GOING CONCERN
ASSUMPTION & FUTURE PROSPECT |
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| The Company
has earned a net profit of Rs.0.73 million during the year (2002: Loss of
Rs.0.91 million) and its |
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| accumulated
losses up to June 30, 2003 amounted to Rs.91.37 million (2002: Rs.91.96
million) and after |
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| including the
unrealised gain on the remeasurement of investments amounting to Rs2.91
million, the net |
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| equity of the
Company has increased to Rs. 16.87 million (2002: Rs. 12.66 million). The
Company has not paid |
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| the overdue
amounts to financial institutions as specified in notes 5.2,6.1,6.3,10.4,17.1
& 17.2 to the financial |
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| statements.
The Management negotiating with a Leasing Company and Potential Investors for
merger and |
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| enhancement of
equity. As regards the deposits of Rs43.98 million placed with an associated
investment |
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| bank, the
management of the investment bank has successfully negotiated with Army
Welfare Trust (AWT- |
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| Askari Bank)
and Habib Bank Limited to participate in the enhancement of capital of the
bank. NALC will also |
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| convert their
entire deposit plus profit into equity jointly with AWT and HBL subject to
approval by Securities & |
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| Exchange
Commission of Pakistan (SECP). Necessary approvals of the Directors and
members have |
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| already been
obtained in the last AGM of NALC. In view of above, the stuck up amounts now
seems to be |
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| recoverable in
the form of shares of AIBL. The Company has repaid / settled loans of
Rs.10.82 million during |
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| the year under
review through the sale of TFCs and rentals received by them. Furthermore,
the management |
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| is in trie
process of negotiating the settlement of remaining above-mentioned overdue
loans. |
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| Auditors have
qualified their Audit Report due to non-provisioning in respect of the
following items: |
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| a) Deposits with Asset Investment Bank
Limited |
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| B) Amount receivable from various
lessees. |
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| c) Reversal of accrued mark-up and non
accrual of mark-up on loans. |
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| Management
considers that in view of the negotiation with various lenders and borrowers
and process of |
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| restructuring
/ rescheduling of Company's assets as well as liabilities, substantial amount
of such provision |
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| will not be
required. Further in view of significant progress made in restructuring of
associated undertaking i.e. |
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| Asset
Investment Bank Limited with Habib Bank Limited and Army Welfare Trust (AWT)
in the participation of |
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| enhancement of
Capital of Investment Bank. Based on that, management consider that at this
stage there is |
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| no need to
make any provision against above assets. However in the interest of
transparency and full |
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| disclosure,
management has given all significant facts in respect of Assets and
Liabilities and related |
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| uncertainly. |
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| SYSTEM OF
INTERNAL CONTROLS |
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| The Board has
established a system of Internal Controls that is considered sound in view of
the Company's |
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| nature of
business and its size. The Board has also established mechanisms for on going
monitoring of the |
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| Internal
Control to ensure its effective implementation. Further, due to difficulties
in the financial position of the |
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| Company, there
is no appropriate segregation of duties, however such factors has'been
overcome by direct |
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| supervision of
a full time Director. |
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| AUDITORS'
REPORT |
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| As regard the
auditors' remarks/qualification regarding inadequate provision and unrealised
finance income, |
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| we feel that
the amounts mentioned therein are recoverable and in case of our failure in
recovery, the amount |
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| will be fully
covered through provisions. The company has suspended all the accruals of
profit as required |
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| under Leasinq
Companies Rules. |
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| The
reservation of the Auditors in respect of the investment of funds with Asset
Investment Bank Limited, |
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| an associated
company of National Asset Leasing Corporation Limited, have already been
explained |
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| above. |
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| The reversals
of profit in all the cases are justified as per corresponds/agreements signed
between your |
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| company and
the lenders. |
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| PATTERN OF
SHAREHOLDING |
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| The pattern of
shareholding as at June 30,2003 is annexed to this report. |
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| There was no
trading in shares by any Director, Chief Executive Officer, Chief Financial
Officer, Company |
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| Secretary and
their spouses and minor children. |
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| AUDITORS |
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| The auditors
M/s. M. Yousuf Adil Saleem & Co., Chartered Accountants retire and offer
themselves for re- |
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| appointment. |
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| ACKOWLEDGEMENT |
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| The Board
likes to place on record their deep appreciation of the efforts put and
dedication shown by all |
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| personnel of
the company. |
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| Your Directors
express their gratitude to lenders and regulatory bodies for their support. |
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| For and on
behalf of |
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| NATIONAL ASSET
LEASING CORPORATION LTD. |
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| Islamabad:
October06,2003
RANA M. ABU OBAIDA |
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