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Atlas Investment Bank Limited
Annual Report 2000
CORPORATE MISSION STATEMENT
Attain leadership in Investment Banking by
effectively fulfilling the needs of our clients
through an efficient use of our human resources,
and owners' capital in the market place. Maximize
return to the shareholders with due consideration
to our social responsibility.
CONTENTS
Company Information
Notice of Meeting
Growth at a Glance
Directors' Report
Chairman's Review
Graphical Presentation
Auditors' Report to the Members
Balance Sheet
Profit and Loss Account
Statement of Sources and Application of Funds
Statement of Changes in Equity
Notes to the Accounts
Pattern of Shareholding
Atlas Group Companies
COMPANY INFORMATION
Chairman Yusuf H. Shirazi
Chief Executive Saquib H. Shirazi
Directors Ahmed Reza (representing Asian Development Bank)
Dr. Amjad Waheed (representing National Investment Trust Ltd.)
Frahim Ali Khan
M. Okuda (representing The Bank of Tokyo-Mitsubishi, Ltd.)
M. F. W. Zijsvelt (representing Asian Development Bank)
Sherali Mundrawala
Yoshinori Maeda (representing The Bank of Tokyo-Mitsubishi, Ltd.)
Company Secretary Safdar Kazi
EXECUTIVE COMMITTEES
Chairman
Credit Committee Frahim Ali Khan
Chairman
Management Committee M. Naeem Khan
Chairman
Asset Liability Management Committee M. Naeem Khan
Chairman
Investment Committee Saquib H. Shirazi
Auditors Ford, Rhodes, Robson, Morrow
(Chartered Accountants)
Legal Advisors Mohsin Tayebally & Co.
Bankers The Bank of Tokyo-Mitsubishi, Ltd.
Emirates Bank International PJSC
Muslim Commercial Bank Ltd.
Deutsche Bank, A.G.
National Development Finance Corporation
Allied Bank of Pakistan Ltd.
Registered Office & Head Office 2nd Floor, Ajmal House, 27 -Egerton Road, Lahore
Telephone: (92-42) 6366170-74
Fax: (92-42) 6366175
Karachi Branch Ground Floor, Federation House,
Shahrah-e-Firdousi, Main Clifton, Karachi
Telephone: (92-21) 5832292-93, 5863983
Fax: (92-21) 5863984
Brokerage Houses Room No. 203, Lahore Stock Exchange Building
19-Khayaban-e-Iqbal, Lahore
Telephone: (92-42) 6311380, 6372110, 6375922, 6375066
Fax: (92-42) 6375877
Room No. 428, Karachi Stock Exchange Building
Stock Exchange Road, Karachi
Telephone: (92-21) 2444006-8
Fax: (92-21) 2444009
GROUP EXECUTIVE COMMITTEE
Chairman Yusuf H. Shirazi
Members Jawaid Iqbal Ahmed
Frahim Ali Khan
Iftikhar H. Shirazi
Aamir H. Shirazi
Saquib H. Shirazi
Secretary Amjad Hussain
GROUP PERSONNEL COMMITTEE
Chairman Yusuf H. Shirazi
GROUP AUDIT COMMITTEE
Chairman Sanaullah Qureshi
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that Ninth Annual General Meeting of Atlas Investment Bank Limited will be held
at 10.00 am Monday, November 20, 2000 at the Registered Office of the Company at 2nd Floor, Ajmal House, 27
Egerton Road, Lahore to transact the following business:
Ordinary Business:
1. To confirm the minutes of the Annual General Meeting held on November 08, 1999.
2. To receive, consider and adopt the Audited Accounts of the Company together with the Directors' and Auditors'
Report thereon for the year ended June 30, 2000.
3. To declare dividend. The Directors have recommended the payment of Cash Dividend @ 10% i.e. Rs. 1.00 per
share of Rs. 10.00 each.
4. To consider and approve recommendation of the Directors for Stock Dividend at the rate of 5% i.e. one bonus
share for every 20 shares held and to consider and if thought fit to adopt with or without modification(s) the
following Ordinary Resolution:
RESOLVED:
i) "That a sum of Rs. 5,625,000 out of the Company's Reserve for Issue of Bonus Shares be capitalized and
applied in paying up in full and to issue at par 562,500 ordinary shares of Rs. 10.00 each to be allotted as fully
paid up to and amongst the holders of the Ordinary Shares of the Company whose names stand in the Register
of Members of the Company at the close of business on November 20, 2000 for every 20 shares held and that
such new shares shall rank pari passu as regards future dividends and in all other respects, with existing
Ordinary Shares of the Company.
ii) That the aggregate of the fractions of a share of Rs. 10.00 arising on such allotment be sold through Stock
Exchange broker(s) and that the net proceeds thereof be distributed among the members on the basis of their
entitlements.
iii) That for the purpose of giving effect to the foregoing, the Directors be and are hereby authorized to give such
direction as may be necessary to settle any questions or difficulties that may arise in regard to the distribution
of the Bonus Shares or the sale proceeds of the fractions as the Directors in their discretion shall deem fit".
5. To appoint Auditors and to fix their remuneration for the year 2000-01. M/s. Ford, Rhodes, Robson, Morrow,
Chartered Accountants, the present auditors retire and being eligible offer themselves for reappointment.
6. To transact any other business with the permission of the Chair.
Special Business
7. To approve the remuneration of the Chief Executive.
A statement under section 160 of the Companies Ordinance 1984 pertaining to the Special Businesses referred to
above is annexed to this Notice of Meeting.
By Order of the Board
Safdar Kazi
Lahore: October 10, 2000 Company Secretary
Notes:
1. The Share Transfer Books of the Company will remain closed from November 12 to November 20, 2000 (both
days inclusive).
2. A member entitled to attend and vote at this meeting may appoint another person as his/her proxy to attend and
vote on his/her behalf. Proxies in order to be effective must be received at Company's Registered Office not later
than 48 hours before the holding of the meeting.
3. The members are requested to please communicate to the company any change in their addresses.
STATEMENT UNDER SECTION 160 OF THE COMPANIES ORDINANCE, 1984
Approval is being sought for the annual increase in the remuneration of the Chief Executive working full time with
the company. The Chief Executive is interested only in the remuneration payable to him.
GROWTH AT A GLANCE
(Rupees in million)
2000 1999 1998 1997 1996 1994 1993 1992 1991
Profit Before Tax 23.48 19.22 7.93 10.16 23.02 32.00 24.51 9.03 7.94
Profit After Tax 22.41 17.99 6.44 9.33 15.77 20.46 17.51 5.11 4.30
Paid-up Capital 112.50 112.50 112.50 112.50 100.00 100.00 100.00 100.00 100.00
Equity 155.30 144.14 178.92 172.48 163.15 147.39 126.92 109.41 104.30
Total Assets 1,308.09 1,258.91 1,839.83 1,784.42 1,563.87 1,453.45 945.06 659.20 284.34
Dividend 10% 10% -- -- -- -- -- -- --
Stock Dividend 5 % -- -- -- 12.50% -- -- -- --
Earning Per Share 1.99 1.60 0.57 0.83 1.05 2.05 1.75 0.51 0.43
Breakup Value of Share  13.80 12.81 15.90 15.33 16.32 14.74 12.69 10.94 10.43
Return on Equity (%) 14.43 12.48 3.60 5.41 6.44 13.88 13.80 4.67 4.12
Note: Amounts for the years 1991-94 are as on December 31. Amounts for the years 1996-00 are as on June 30.
Operating results for all years for 12 months except 1996 which are for 18 months.
DIRECTORS' REPORT
Your Directors have pleasure in submitting the Ninth Annual Report of the Company together with the Audited
Accounts and the Auditors' Report thereon for the year ended June 30, 2000.
Financial results are as follows:
Year ended Year ended
June 30, 2000 June 30, 1999
Rupees Rupees
Profit for the year before tax 23,476,076 19,218,783
Taxation 1,067,182 1,230,000
------------------ ------------------
Profit after taxation 22,408,894 17,988,783
Unappropriated profit brought forward 10,113,607 6,978,324
------------------ ------------------
Profit available for appropriations 32,522,501 24,967,107
Appropriations:
Capital Reserve 4,481,779 3,603,500
General Reserve 2,000,000 --
Proposed final dividend @ 10% (1999-10%) 11,250,000 11,250,000
Proposed Bonus Shares @ 5% (1999-Nil) 5,625,000 --
------------------ ------------------
Unappropriated Profit carried forward 9,165,722 10,113,607
========== ==========
Earnings per share 1.99 1.60
Cash Dividend and Bonus Shares
Your Directors proposed final cash dividend @ 10% (i.e. Re 1.00 per share of Rs. 10.00 each) and bonus shares at
the rate of 5% i.e. one bonus share for every 20 shares held.
Chairman's Review
The accompanying Chairman's Review deals with the performance of the company during the year and future
outlook. The Directors of the company endorse the contents of the review.
Pattern of Shareholding
The pattern of shareholding is annexed.
Auditors
The present auditors, Messrs. Ford, Rhodes, Robson, Morrow, Chartered Accountants retire and being eligible offer
themselves for reappointment.
For and on behalf of the
Board of Directors
Yusuf H. Shirazi
Lahore: October 10, 2000 Chairman
CHAIRMAN'S REVIEW
It gives me great pleasure in presenting the Ninth Annual
Report of your bank for the year ended June 30, 2000.
THE ECONOMY
The year ending 30th June 2000 remained under shadow
of the political and economic situation prevailing in the
year 1999. Nuclear detonation, Kargil issue and ultimately
army take over continued with its impact on the political
and social fabric of the economy. Good cotton, rice and
wheat crops, however, did help in raising the GDP growth
but due to inept pricing and other policy measures could
not yield the desired socio-economic benefits at the grass
roots so as to uplift the economy on the whole. It was in
this perspective that the budget for the year 2000-2001
was presented as a part of 3 year perspective plan aiming
at achieving 6% GDP growth for the year ending 2003
and budgetary deficit below 5%.
The GDP growth for the year 1999-2000 was however
up 4.5%, agriculture being highest at 5.5%, manufacturing
the lowest at 1.6% and service sector 4.5%. Inflation
claimed at 3.5% was the lowest in the past decade. The
targets set for the year 2000-2001 vis-a-vis 1999-2000
of GDP growth rate at 5%, up 0.5%, agriculture at 3.9%,
lower 1.6%, services at 5.2%, up 0.7%, and the
manufacturing at 5.9% higher, 4.9%, are welcome
projections. The inflation for the year 2000-2001 is
estimated at 4.5%, 1% higher than last year's. Despite
government's emphasis on agriculture sector, a projection
of lower growth rate compared to last year seems
reasonably cautious keeping in view the current water
shortage and vagaries of weather. In the present
circumstances, the growth in manufacturing at 5.9%
seems to be optimistic but achievable! Similarly, the
budgetary deficit target set at 4.6% of GDP vis-a-vis
6.1% of last year and 6.6% average of last 4 years seems
to be somewhat realistic and achievable - with a lot of
focus on the rough edges of the economy. The revenue
target hinges on collection of an extra Rs. 100 billion.
All these targets are essential to be met in the wake of
prevailing economic situation particularly the IMF
conditionalities and the overall external pressures, which
are becoming harder for the borrowing nations with
Pakistan the most hard hit at the present time.
On the other hand, in July 2000 the State Bank of Pakistan
chose to remove the trading band in the inter bank market
and freed the rupee-dollar parity which caused the rupee
to fall from Rs.52.36 to a dollar to Rs.59.30 a dollar in
early October 2000, about 13.4% devaluation within a
period of 10 weeks. In the kerb market, the rupee went
as low as Rs.63 to a dollar - all cost push pressures in
the long run. This was stated to meet one of the IMF
conditionalities - before any settlement in sight. There
is thus no other way but to come out of the vicious circle
of ever rising debts, falling rupee, debt servicing and
costlier imports, consequently rendering exports
incompetitive due to rising costs. This can be done by
a better business environment which promotes greater
investment and savings. The devaluation has indeed
made everything costlier without corresponding increase
in investment and production - productivity, value
addition and volume. Full utilisation of capacity - hi-
tech value added - needs to be focussed which alone
brings the cost down and results in export competitiveness,
seldom in focus!
In order to revive the economy, the world financing
agencies prescription perhaps may be just marginal. It
has hardly helped any developing country so far. A
recommendation in this connection to phase out seven
main industries in Pakistan i.e. fertiliser, sugar, cement,
steel, chemicals, refineries, automobile, etc. comprising
over 50% of the economy being not competitive by world
standards, will further dampen the economy as a whole.
What will be left then - for self-reliance, which the
government wishes to rely on! Unemployment, at least
is becoming a bigger challenge, by the day. Similarly a
report that localization programmes will be done away
with is discouraging investment. Competitive advantage
is further being reduced by lowering duties from 35%
to 25% (without a corresponding reduction in raw material
duty, which remains at 10%). Such policies will suspend
investment and entrepreneurial initiatives in these
industries, at the least, unless clarified in bold letters:
(The state secrets are the preservatives of the statesmen)
NON-BANKING FINANCIAL INSTITUTIONS
In so far as the financial sector is concerned, financial
integration is the key to national business integration.
There is now a long list of financial institutions. There
are 42 commercial banks with a paid-up capital of the
Pakistani banks of Rs.51.64 billion while that of foreign
banks is Rs. 18.2 billion. There are 32 leasing companies
whose paid-up capital is Rs.4.84 billion and 48 modaraba
companies with a paid-up capital of Rs.8.14 billion.
There are 15 investment banks with a paid-up capital of
Rs.5.12 billion, 10 DFIs with a paid-up capital of Rs. 10
billion, 39 Mutual Funds with a paid-up capital ofrs.4.76
billion, 2 unit trusts with a paid-up capital of Rs. 14.0
billion, 2 venture capital companies with a paid-up capital
of Rs.4.8 billion and 39 insurance companies with a
paid-up capital of Rs.2.93 billion.
The total paid-up capital of the above organizations is
Rs. 120.85 billion. Perhaps, it does not fit in with the
economy of scale in relation to the size of this economy.
By international standards, hardly any sector would fit
in and, as such, there is a need to rationalize it with a
new approach. In view of the economy of scale and
consolidation, mergers are taking place all over the world.
Pakistan also needs to reduce their number by mergers
for consolidation. The earlier Pakistan does it, the better
it would be for effective utilisation of the available
resources. Otherwise, it would lead to deterioration which
will be difficult to control and thus will result in financial
dis-equilibrium, to say the least, affecting seriously
economic integration, as a whole.
So long as the restructuring of the financial institutions
is not accomplished, their working must be streamlined.
The government's solemn commitments must not be
violated in any case; as for example, through helping
hostile take-overs particularly when the rights for such
ownerships were acquired through preferential allotment
of capital or assets at the cost of the very management,
nor should it create conditions for 'buy-back' at exorbitant
costs. Such measures affect government's credibility,.
resulting in shying away entrepreneurship, if not the
investment. 'Cartelization' for achievement of unholy
alliance with the force of public funds or in the name of
small shareholders must be shunned in the larger interest
of the economy, or else, the overall collective losses to
the nation will be greater than the individual gains.
THE GROUP PERFORMANCE
Be it as it may, the Atlas Group of which your company
is a constituent member did quite well in the above
circumstances - zealously guarding its brand equity -
good management practices, corporate governance and
quality of goods and services. I believe the Group enjoys
an excellent image in government, business and social
circles, nationally and internationally.
The Atlas Group is engaged in engineering, financial
services and trading. In addition to some private
companies, it is comprised of seven public limited
companies quoted on the stock exchanges. Atlas
shareholders' equity has grown to about Rs.3.5 billion
over the years; assets have increased to over Rs.8 billion
and sales revenue crossed Rs. 10 billion. The listed
companies, set-up at different times - the earliest in 1963
with a paid-up capital of Rs.2 million and the latest in
1993 with a paid-up capital of Rs.400 million have paid
cash dividend of Rs.661 million and stock dividend of
Rs.247 million (market value Rs.419 million) as on 30th
June 1999. Average ROE after tax stood at 17.61% and
EPS, Rs.4.25. The Group paid taxes of Rs.2.5 billion
being 25% of the total turnover of the Group. Most of
the senior and middle level managers and skilled workmen
are exposed to education and training of the highest order
within the country and abroad. More than 50% of the
Group employees pay tax on their income and wealth.
The net worth of Rs. 10 per share of the quoted companies
on an average works out to Rs.24.15. Of these 7
companies, two companies have been rated 'A+' and
three 'A' by the credit rating and other evaluating agencies.
OPERATIONAL RESULTS OF THE BANK
The trend of reduction in interest rate regime that started
last year gathered momentum during the year. While on
the one hand, it helped reduce the cost of funds of the
banks, on the other hand, it cut deep into their revenues.
The State Bank of Pakistan, reduced its repo rates twice
during 1998-99 and 1999-2000. These rates were reduced
from 14% in May 99 to 11% in January 2000. The
reduction in lending rates by the commercial banks was
difficult to match by the NBFIs though they did their
best to keep in step. Consequently, lending as a business
avenue is falling out of favour for the investment banks
particularly. Each unit is finding its own market niche
in different areas of activity. As a result or perhaps,
inspite of it, the investment-banking sector in the country
is coming into its own.
Your bank had, however, clearly marked its growth map.
It defined its preferred business strategies generally. It
has continued lending though with a cautious approach.
The emphasis on fee based - money market including
capital markets and equity trading, etc. has been more
pronounced. In this connection, among others, it has
acquired membership of Karachi Stock Exchange in
addition to Lahore and Islamabad Stock Exchanges,
which they had right in the beginning with emphasis on
brokerage as an integral part of the bank. The growth in
these areas is encouraging. As a thrust, the capital market
last year contributed Rs.56.217 million to the gross
income of your bank.
In line with the lending policy, the bank revenues further
reduced to Rs.210.116 million from Rs.246.322 million
last year. The cost of funds also reduced to Rs. 144.295
million from Rs. 176.973 million in the corresponding
period. The administrative and operating expenses moved
upto Rs.37.664 million from Rs.31.810 million, leaving
a profit before prudent provisions and taxation of
Rs.28.156 million down from Rs.37.538 million last
year, not a bad progress at all in the given circumstances.
The profit after taxation and provisions and three bonuses
to the staff stands at Rs.22.408 million compared to
Rs. 17.988 million last year. In the present circumstance,
it seems quite satisfactory. With brought forward profits
of Rs.10.114 million net profit for appropriations stands
at Rs.32.522 million. Your directors have recommended