| First Capital Mutual Fund Limited |
|
|
|
|
|
|
|
|
| Annual
Report 2000 |
|
|
| CONTENTS |
|
|
|
| Company
Information |
|
| Notice
of Annual General Meeting |
|
| Directors'
Report to the Shareholders |
|
| Auditors'
Report to the Members |
|
| Balance Sheet |
|
|
| Profit
and Loss Account |
|
| Cash
Flow Statement |
|
| Distribution
Statement |
|
| Statement
of Movement in Equity and Reserves |
|
| Notes
to the Accounts |
|
| Statement
of Income & Expenditure |
|
| Pattern
of Shareholding |
|
|
|
| COMPANY
INFORMATION |
|
|
| Board
of Directors |
|
Mr. Salmaan Taseer |
|
|
Chairman |
|
|
|
Mr. Mumtaz H Syed |
|
|
Chie Executive |
|
|
|
Mr. Aamer Nasim Chishti |
|
|
Mr. Muhammad Ashraf Ali |
|
|
Mr. Muhammad Shuaib
Yousaf |
|
|
Mr. Sadiq Y Yalmaz |
|
|
Mr. Shaan Taseer |
|
|
| Company
Secretary |
|
Mr. Sardar Ali Wattoo |
|
|
| Investment
Committee |
|
Mr. Salmaan Taseer
(Chairman) |
|
|
Mr. Mumtaz H Syed |
|
|
Mr. Sardar Ali Wattoo |
|
|
| Auditors |
|
Messrs. Taseer Hadi
Khalid & Co. |
|
|
Chartered Accountants |
|
|
| Legal Advisers |
|
Chima & Ibrahim |
|
|
Advocates, Lahore |
|
|
| Custodian |
|
Crescent Investment Bank
Limited |
|
|
| Registered
Office / Head Office |
|
103-C/II, Gulberg-III |
|
|
Lahore, Pakistan |
|
|
(042) 5757591-4 |
|
|
Fax: (042) 5757590 |
|
|
| Investment
Advisers |
|
First Capital Investments
(Pvt.) Limited |
|
|
103-C/II, Gulberg-III,
Lahore |
|
|
| Shares
Department |
|
M/s. THK Associates
(Pvt.) Limited |
|
|
Ground Floor |
|
|
Sheikh Sultan Trust
Building No. 2 |
|
|
Beaumont Road |
|
|
Karachi |
|
|
(021) 5689021 |
|
|
|
| NOTICE
OF ANNUAL GENERAL MEETING |
|
|
| Notice
is hereby given that the 6thAnnual General Meeting of First Capital Mutual
Fund Limited will be held at the Registered Office |
|
| of
the Company, 103-C/II, Gulberg-III, Lahore, on 30 December 2000 at 10:00 a.m.
to transact the following business: |
|
|
| Ordinary
business |
|
| 1.
To confirm the minutes of the last Annual General Meeting; |
|
|
| 2.
To receive, consider and adopt the financial statements of the Company for
the year ended 30 June 2000 together with the |
|
| Directors'
and Auditors' reports thereon; |
|
|
| 3.
To appoint auditors for the year ending 30 June 2001 and fix their
remuneration; |
|
|
| 4.
To approve the interim dividend cash
5% already declared and paid by the Directors on 03 March 2000, which
shall |
|
| also
be the final dividend; |
|
|
| Special
business |
|
| 5.
To consider and if deemed fit, pass the following resolution as a Special
Resolution with or without modifications: |
|
|
| "RESOLVED
that, the Chief Executive be and is hereby authorized to undertake &
liquidate on behalf of the Company, an |
|
| investment
in Pre-lnitial Public Offering of World CALL Multimedia Limited up to Rs. 15
million for purchase of |
|
| 1,500,000
shares at the price of Rs. 10/- per share in accordance with the provisions
of section 208 of the Companies |
|
| Ordinance,
19847' |
|
|
| 6.
To transact any other business with the permission of the Chair. |
|
|
| The
statement under section I 60 (I) (b) of the Companies Ordinance, I 984
pertaining to the Special business is annexed with this |
|
| notice
to the members. |
|
|
|
By the Order of the Board |
|
|
| Lahore |
|
SARDAR ALI WATTOO |
|
| 09
December 2000 |
|
(Company Secretary) |
|
|
| Notes: |
|
| 1.
The Share Transfer Books of the Company will remain closed from 23 December
2000 to 30 December 2000 (both days |
|
| inclusive).
Transfers received at M/s. THK Associates (Pvt.) Limited, Ground Floor,
Sheikh Sultan Trust Building No. 2, |
|
| Beaumont
Road, Karachi, the Share Department of the Company at the close of the
business on 22 December 2000 will be |
|
| treated in time. |
|
|
| 2.
A member entitled to attend and vote at the meeting is entitled to appoint a
proxy to attend, speak and vote for him/her. Vote |
|
| may
be given either personally or by proxy or in case of a Company / Corporation
by a representative duly authorized. A |
|
| proxy
must be a member of the Company. |
|
|
| 3.
In order to valid, an instrument of proxy and the power of attorney or other
authority (if any) under which it is signed, or a |
|
| notarially
certified copy of such power of attorney, must be deposited at the registered
office of the Company, 103-C/II, |
|
| Gulberg-III,
Lahore, not less than 48 hours before the time of the meeting. |
|
|
| 4.
An individual Beneficial Owner, of CDC, entitled to attend and vote at this
meeting, must bring his/her original NIC or |
|
| Passport
to prove his/her identity. In case of proxy must enclose an attested copy of
his/her NIC or Passport. Representative |
|
| of
corporate members should bring the usual documents required for such
purposes. |
|
|
| 5.
Members are requested to notify any change in their registered address
immediately. |
|
|
| 6.
Memorandum and Articles of Association of the investee company is available
for inspection at the Registered Office |
|
| of
the Company at 103-C/II, Gulberg-1II, Lahore. |
|
|
| STATEMENT
UNDER SECTION 208 OF THE COMPANIES ORDINANCE, 1984: |
|
|
| World
CALL Multimedia Limited |
|
| The
Company was incorporated on 09 June 2000. The main activity of the Company is
to provide re-broadcasting of |
|
| international/national
satellite terrestrial/wireless and cable television and radio signals using
Hybrid Fiber Optic |
|
| Coaxial
network along with providing broad band cable network infrastructure for
internet and data transmission in |
|
| Pakistan
subject to the government approval where necessary. The company is in the
process of public offering of the |
|
| shares
to general public and listing on Stock Exchanges. |
|
|
| STATEMENT
UNDER SECTION 160 (1) (b) OF THE COMPANIES ORDINANCE, 1984 |
|
| This
statement sets out the material facts pertaining to the special business to
be transacted at the 6th Annual General |
|
| Meeting
of the Company to be held on 30 December 2000. |
|
|
| The
Company is fully authorized by its Memorandum of Association to make such
investment. The investment would be |
|
| made
and dis-invested at such times, as the Chief Executive may think appropriate
on behalf of the Company. The |
|
| directors
of the company have no interest in the said Company except that they are
shareholders/common directors. The |
|
| following
are the material facts about the proposed Special Resolution: |
|
|
| Name
of the investee company |
|
World CALL Multimedia
Limited |
|
|
| Nature,
amount and extent |
|
Investment in the
Pre-Initial Public Offering of the |
|
|
share capital of the
company up to Rs. 15,000,000/- |
|
|
(1,500,000 ordinary
shares of Rs. 10/- each) |
|
|
| Price
at which shares would be purchased |
|
At par Rs. 10/- for each
ordinary share |
|
|
| Source
of funds from where shares will be purchased |
From the Company's Fund |
|
|
| Period
for which investment would be made |
|
As a portfolio investment |
|
|
| Purpose
of Investment |
|
To get benefit of special
skills in Cable TV along with |
|
|
Internet Service
Providing Business |
|
|
| Benefits
likely to accrue to the company and the |
Cable TV alongwith
internet service have a high |
|
| shareholders
from the proposed investments |
|
revenue potential in the
market through which the |
|
|
company expects to receive substantial |
|
|
dividends/capital gains
on the investment |
|
|
|
| Director's
Report |
|
|
|
| The
directors of First Capital Mutual Fund Limited are pleased to present before
the shareholders the sixth |
|
| annual
report together with the company's audited accounts for the year ended 30
June 2000. |
|
|
| Review |
|
| The
year 2000 continued to observe turbulence in the stock exchanges in Pakistan.
The year was marked with |
|
| disturbance
on the geographic boundaries and instability in the political arena. The
dispute between the |
|
| Government
of Pakistan and Hubco remained unresolved and kept the foreign investors out
of the market. |
|
| The
takeover by military government, however, led to a brief period of stability
in the stock prices and a surge |
|
| in
stock prices was also observed. FCMF continued to restructure its portfolio
by replacing the non- |
|
| performing
stocks with low risk investments expected to reap stable returns. Despite the
prevalent economic |
|
| recession
and erratic performance by the stock exchanges, FCMF continued to improve its
performance |
|
| during
the year under review. |
|
|
| The
prudence of the Investment Advisers in portfolio related decisions has led to
Rs. 15.1 million capital gains |
|
| for
year 2000 against a capital loss of Rs. 37.9 million for the year 1999. The
dividend income of the fund grew |
|
| by
103.9 % to Rs. 4.8 million against Rs. 2.3 million in year 1999. The profit
before tax registered also an |
|
| increase
of 161.7 % to Rs. 16.2 million in year 2000 from Rs. 6.2 million in 1999
resulting in earnings per |
|
| share
of Rs. 1.01 for year 2000 from Rs. 0.41 for the year 1999. |
|
|
|
2000 |
1999 |
|
| Financials |
|
Rupees |
Rupees |
|
| Capital
gain on sale of marketable securities |
|
15,134,570 |
(37,942,431) |
|
| Dividend
income |
|
4,830,386 |
2,369,013 |
|
| Mark-up
on bank deposits |
|
517,550 |
883,345 |
|
| Provision
for diminution in value of securities |
|
(287,503) |
-- |
|
| Excess
provision written back |
|
|
45,471,641 |
|
| Net
profit/(Loss) for the period |
|
16,047,776 |
6,130,521 |
|
| Accumulated
loss brought forward |
|
66,102,210 |
72,232,731 |
|
| Accumulated
loss carried forward |
|
57,554,434 |
66,102,210 |
|
|
| Future Outlook |
|
| Despite
the uncertainty in the economic situation and lacking investor confidence in
the stock exchanges, the |
|
| Directors
of FCMF are confident that with the continuous restructuring of FCMF's
portfolio with the |
|
| assistance
of its Investment Advisers, the fund will continue to improve its performance
next year. While |
|
| restructuring
the portfolio FCMF is focusing on stocks that have out performed the market
in recent years |
|
| and
continue to offer attractive capital and dividend yields. |
|
|
| Dividend |
|
| The
Directors had already declared and paid interim dividend cash @5% on 03 March
2000, which shall also |
|
| be
the final dividend. |
|
|
| Pattern
of Shareholding |
|
| The
pattern of shareholding is annexed to this report. |
|
|
| Auditors |
|
| The
present auditors Messers. Taseer Hadi Khalid and Co., Chartered Accountants
shall retire and may be |
|
| considered
for re-appointment for the year 2000-2001. |
|
|
| For
and on behalf of the Board |
|
|
| Mumtaz H Syed |
|
| Chief Executive |
|
Lahore, 08 December 2000 |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of First Capital Mutual Fund Limited
as at 30 June 2000 and the related profit |
|
| and
loss account and cash flow statement, 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 and the Investment Companies and Investment Adviser's Rules,
1971. 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- |
|
|
| (a)
in our opinion, proper books of accounts have been kept by the company as
required by the Companies |
|
| Ordinance,
1984 and the Investment Companies and Investment Adviser's Rules, 1971; |
|
|
| (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 the Investment Companies and
Investment |
|
| Adviser's
Rules, 1971 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 cash flow statement, together with the notes
forming part thereof conform |
|
| with
the approved accounting standards as applicable in Pakistan, and give the
information required by the |
|
| Companies
Ordinance, 1984 and Investment Companies and Investment Adviser's Rules, 1971
in the manner |
|
| so
required and respectively give a true and fair view of the state of the
company's affairs as at 30 June 2000 and |
|
| of
the profit and its cash flows 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. |
|
|
| ISLAMABAD |
|
TASEER HADI KHALID &
CO. |
|
| December
08, 2000 |
|
CHARTERED ACCOUNTANTS |
|
|
|
| BALANCE
SHEET |
|
| AS
AT 30 JUNE 2000 |
|
|
|
Note |
2000 |
1999 |
|
|
|
Rupees |
Rupees |
|
| ASSETS |
|
| Marketable
securities - at market value |
|
3 |
87,470,794 |
79,405,351 |
|
| (Cost
Rs. 92,673,211) |
|
| (1999
Rs. 84,320,265) |
|
| Deferred
expenditure |
|
-- |
1,629,325 |
|
|
|
------------ |
------------ |
|
|
87,470,794 |
81,034,676 |
|
| OTHER
ASSETS |
|
| Accounts
receivable |
|
4 |
1,792,563 |
4,863,669 |
|
| Security
deposit |
|
300,000 |
-- |
|
| Bank balances |
|
5 |
7,494,606 |
2,063,508 |
|
|
------------ |
------------ |
|
| TOTAL
ASSETS |
|
97,057,963 |
87,961,853 |
|
| CURRENT
LIABILITIES |
|
| Current
maturity of deferred expenditure payable |
|
-- |
1,659,372 |
|
| Due
to Investment Adviser - an associated company |
6 |
1,458,291 |
2,046,214 |
|
| Accounts
payable |
|
7 |
2,775,191 |
171,372 |
|
| Provision
for taxation |
|
378,915 |
197,105 |
|
|
------------ |
------------ |
|
| NET ASSETS |
|
4,612,397 |
4,064,063 |
|
|
------------ |
------------ |
|
|
92,445,566 |
83,897,790 |
|
|
========== |
========== |
|
| SHAREHOLDERS'
EQUITY |
|
| SHARE
CAPITAL |
|
8 |
150,000,000 |
150,000,000 |
|
| ACCUMULATED
LOSS |
|
(57,554,434) |
(66,102,210) |
|
|
------------ |
------------ |
|
|
92,445,566 |
83,897,790 |
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
| LAHORE |
|
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED 30 JUNE 2000 |
|
|
|
Note |
2000 |
1999 |
|
|
|
Rupees |
Rupees |
|
| INCOME |
|
| CAPITAL
GAIN/(LOSS) ON |
|
|
|
| MARKETABLE
SECURITIES |
|
9 |
15,134,570 |
(37,942,431) |
|
| OTHER
INCOME |
|
10 |
5,388,660 |
3,252,358 |
|
|
|
----------- |
----------- |
|
|
20,523,230 |
(34,690,073) |
|
| OPERATING
EXPENSES |
|
| Administrative
expenses |
|
11 |
2,845,220 |
2,650,519 |
|
| Financial
expenses |
|
|
236,460 |
149,343 |
|
| Remuneration
of investment adviser |
|
6.1 |
924,460 |
1,718,680 |
|
|
|
----------- |
----------- |
|
|
4,006,140 |
4,518,542 |
|
|
----------- |
----------- |
|
| OPERATING
PROFIT/(LOSS) |
|
16,517,090 |
(39,208,615) |
|
|
| PROVISION
FOR DIMINUTION IN VALUE |
|
| OF
MARKETABLE SECURITIES |
|
(287,503) |
-- |
|
|
| EXCESS
OF PROVISION FOR DIMINUTION |
|
| IN
VALUE OF MARKETABLE SECURITIES |
|
| WRITTEN
BACK |
|
-- |
45,471,641 |
|
|
----------- |
----------- |
|
| PROFIT
BEFORE TAXATION |
|
16,229,587 |
6,263,026 |
|
|
|
|
| PROVISION
FOR TAXATION |
|
(181,811) |
(132,505) |
|
|
----------- |
----------- |
|
| PROFIT
FOR THE YEAR |
|
16,047,776 |
6, 130,521 |
|
|
========== |
========== |
|
| EARNINGS
PER SHARE |
|
1.07 |
0.41 |
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts |
|
|
| LAHORE |
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
|
|
|
| CASH
FLOW STATEMENT |
|
| FOR
THE YEAR ENDED 30 JUNE 2000 |
|
|
|
2000 |
1999 |
|
|
Rupees |
Rupees |
|
| CASH
FLOW FROM OPERATING ACTIVITIES |
|
| Profit
before taxation |
|
16,229,587 |
6,263,026 |
|
|
| Adjustment
for: |
|
| Amortization
of deferred expenditure |
|
1,629,325 |
1,629,325 |
|
| Provision
for diminution in value of shares/ |
|
|
|
| excess
provision written back |
|
287,503 |
(45,471,641) |
|
|
----------- |
----------- |
|
|
1,916,828 |
(43,842,316) |
|
| Operating
profit/(1oss) before working |
|
----------- |
----------- |
|
| capital changes |
|
18,146,415 |
(37,579,290) |
|
|
| (Increase)/decrease
in: |
|
| Marketable
securities |
|
(8,352,945) |
14,011,212 |
|
| Account
receivable |
|
2,771,104 |
8,270,469 |
|
|
----------- |
----------- |
|
|
(5,581,841 ) |
22,281,681 |
|
| Increase/(decrease)
in current liabilities: |
|
|
|
| Due to Investment Adviser |
I |
|
(577,923) |
103,422 |
|
| Accounts
payable |
|
296 |
(292,571) |
|
|
----------- |
----------- |
|
|
(577,627) |
(189,149) |
|
|
----------- |
----------- |
|
| Net
cash generated/(used in) operating activities |
|
11,986,947 |
(15,486,758) |
|
|
| CASH
FLOW FROM FINANCING ACTIVITIES |
|
|
|
| Deferred
expenditure paid |
|
(1,659,372) |
(1,659,372) |
|
| Dividend paid |
|
(4,896,477) |
-- |
|
| Tax paid |
|
-- |
(242,135) |
|
|
----------- |
----------- |
|
| NET
CASH USED IN FINANCIAL ACTIVITIES |
|
(6,555,849) |
(1,901,507) |
|
|
----------- |
----------- |
|
| NET
INCREASE/(DECREASE) IN CASH |
|
|
|
| AND
CASH EQUIVALENTS |
|
5,431,098 |
(17,388,265) |
|
|
|
|
| CASH
AND CASH EQUIVALENTS AT THE |
|
|
|
| BEGINNING
OF THE YEAR |
|
2,063,508 |
19,451,773 |
|
|
----------- |
----------- |
|
| CASH
AND CASH EQUIVALENTS AT THE |
|
| END
OF THE YEAR |
|
7,494,606 |
2,063,508 |
|
|
========== |
========== |
|
|
| LAHORE |
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
|
|
| DISTRIBUTION
STATEMENT |
|
| FOR
THE YEAR ENDED 30 JUNE 2000 |
|
|
|
2000 |
1999 |
|
|
Rupees |
Rupees |
|
|
| ACCUMULATED
LOSS BROUGHT FORWARD |
|
(66,102,210) |
(72,232,731) |
|
|
|
|
| PROFIT
FOR THE YEAR |
|
16,047,776 |
6,130,521 |
|
|
----------- |
----------- |
|
|
(50,054,434) |
(66,102,210) |
|
|
|
|
| DIVIDEND
~ 5% (1999: Nil) |
|
(7,500,000) |
-- |
|
|
----------- |
----------- |
|
| ACCUMULATED
LOSS CARRIED FORWARD |
|
(57,554,434) |
(66,102,210) |
|
|
========== |
========== |
|
|
| LAHORE |
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
|
|
| STATEMENT
OF MOVEMENT IN EQUITY AND RESERVES |
|
| FOR
THE YEAR ENDED 30 JUNE 2000 |
|
|
|
2000 |
1999 |
|
|
Rupees |
Rupees |
|
| NET
ASSETS PER SHARE AS AT 01 JULY 1999 |
|
5.59 |
5.18 |
|
| GAIN/(LOSS)
ON SALE OF MARKETABLE |
|
1.01 |
(2.53) |
|
| SECURITIES |
|
|
| (PROVISION)/REVERSAL
OF PROVISION FOR |
|
| DIMINUTION
IN VALUE OF MARKETABLE |
|
| SECURITIES
- PER SHARE |
|
(0.02) |
3.03 |
|
|
|
|
| NET
INCOME/(LOSS) FOR THE YEAR |
|
|
|
| EXCLUDING
CAPITAL GAIN/(LOSS) - PER SHARE |
|
0.08 |
(0.09) |
|
|
----------- |
----------- |
|
| PROFIT
FOR THE YEAR - PER SHARE |
|
1.07 |
0.41 |
|
|
|
|
| DIVIDEND
FOR THE YEAR - PER SHARE |
|
(0.50) |
-- |
|
|
----------- |
----------- |
|
| NET
ASSETS PER SHARE AS AT 30 JUNE 2000 |
|
6.16 |
5.59 |
|
|
========== |
========== |
|
|
|
|
| LAHORE |
|
CHIEF EXECUTIVE |
|
DIRECTOR |
|
|
|
| NOTES
TO THE ACCOUNTS |
|
| FOR
THE YEAR ENDED 30 JUNE 2000 |
|
|
| 1.
STATUS AND NATURE OF BUSINESS |
|
| The
company was incorporated on January 8, 1995 as a public limited company under
the Companies |
|
| Ordinance,
1984 and commenced its operations on March 14, 1995. It has been registered
as an Investment |
|
| Company
under the Investment Companies and Investment Adviser's Rules, 1971. The
company is listed on |
|
| Karachi
and Lahore Stock Exchanges. The object of the company is to carry on the
business of a close-end |
|
| mutual
fund and to invest 'its assets in securities, which are listed or proposed to
be listed on the Stock |
|
| Exchanges. |
|
|
| The
company has entered into an agreement with an associated company, First
Capital Investment (Private) |
|
| Limited
to act as its "Investment Adviser". Crescent Investment Bank
Limited is the approved custodian of the |
|
| company. |
|
|
| 2.
SIGNIFICANT ACCOUNTING POLICIES |
|
| 2.1
Accounting convention |
|
