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Ghandhara Leasing Company Limited
Annual Report 2000
Contents
Company Information
Notice of Annual General Meeting
Financial Highlights
Graphic Presentation
Pattern of Shareholding
Directors' Report
Auditors' Report to the Members
Balance Sheet
Profit & Loss Account
Cash Flow Statement
Statement of Changes in Equity
Notes to the Accounts
Company Information
BOARD OF DIRECTORS
1. Mr. C. Ahsanul Haq (Chairman/Chief Executive) Nominee of A1-Zamin Leasing Modaraba
2. Mr. Basheer Ahmed Chowdry Nominee of A1-Zamin Leasing Modaraba
3. Mr. Ansar Husain Nominee of A1-Zamin Leasing Modaraba
4. Sheikh Mohammad Farooq Nominee of A1-Zamin Leasing Modaraba
5. Mr. M. Moizul Haque Nominee of A1-Zamin Leasing Modaraba
6. Mr. Mohammad Zahid Nominee of Zahidjee Brothers (Pvt.) Limited
7. Mrs. Huma Zahid Nominee of Zahidjee Brothers (Pvt.) Limited
8. Ms. Aaliya K. Dossa Nominee of National Investment Trust
9. Mr. Anis Wahab Zuberi Nominee of National Investment Trust
10. Mr. A.G. Budhani Nominee of Investment Corporation of Pakistan
COMPANY SECRETARY LEGAL ADVISORS
Mr. M. Moizul Haque Shaukat Law Associates
217, Central Hotel Annexe
Abdullah Haroon Road
REGISTERED OFFICE Karachi
2nd Floor, State Life Building Phone: 5681495, 5686223
34th, The Mall Peshawar Cantt,
Peshawar.
SHARE REGISTRARS
THK Associates (Pvt.) Ltd.
KARACHI OFFICE Ground Floor
104-108 Kassam Court, Shaikh Sultan Trust
BC-9, Block-5, Clifton Karachi. Building No. 2
Phone: 111-111-303 Beaumont Road
Karachi-75530
BANKERS TO THE COMPANY Ph: 5686658-5685687
American Express Bank Ltd.
Allied Bank of Pakistan Ltd.
National Bank of Pakistan Ltd.
Standard Chartered Bank
The Bank of Tokyo
The Bank of Khyber
The Bank of Punjab
AUDITORS
Taseer Hadi Khalid & Company
Chartered Accountants
1st Floor, Shaikh Sultan Trust
Building No.2, Beaumont Road
Karachi-75530
Ph: 5681912, 5682290, 5680934, 5671761-63
Notice of Annual General Meeting
Notice is hereby given that the 9th Annual General Meeting of Ghandhara Leasing Company Limited will
be held on Tuesday, 16th January, 2001 at 2nd Floor, State Life Building, 34 The Mall,
Peshawar Cantt., Peshawar at 9:00 a.m. to transact the following business:
ORDINARY BUSINESS
* To receive, consider and adopt the Audited Accounts of the company for the year ended 30th June,
2000 together with Directors' Report and Auditors' Report thereon.
* To appoint Auditors and fix their remuneration. The present Auditors Messrs. Taseer Hadi Khalid
& Co., Chartered Accountants, retire and being eligible, offer themselves for re-appointment.
SPECIAL BUSINESS
To consider and approve, with or without modifications the following resolution as Special
Resolution:
"Resolved that the name of the company be and is hereby changed to A1-Zaamin Leasing Limited".
Further Resolved that clause-1 of Memorandum of Association be amended as under:
The name of the Company is "Al-Zaamin Leasing Limited".
Further Resolved that the above change in the name of the company shall be subject to approval by
the Registrar of Companies, Securities & Exchange Commission of Pakistan and any change in the
new name and or wording of this Special Resolution, if any, suggested by him or his office shall be
deemed to have the approval of this meeting.
Further Resolved that wherever the existing name appears in the Memorandum and Articles of
Association and other documents, may be substituted with the new name.
Further Resolved that the Chairman/Chief Executive be authorized to take steps necessary of
change of name.
OTHER BUSINESS
To transact any other business as may be placed before the meeting with the permission of
the Chair.
By Order of the Board
M. Moizul Haque
Karachi: 19th December, 2000 (Company Secretary)
Notes:
1. The Share Transfer Books of the company will remain closed from 8th January 2001 to
15th January, 2001 (both days inclusive).
2. A member entitled to attend and vote at this meeting may appoint another member as his /her
proxy to attend the meeting and vote for him / her. No person shall act as proxy who is not a
member of the Company. Proxies in order to be effective must be received by the Company not
less than 48 hours before the meeting.
3. Share holders are requested to immediately notify the company if any change in their addresses.
CDC Account Holders will further have to follow the undermentioned guidelines as laid
down in Circular 1 dated 26th January, 2000 issued by the Securities and Exchange
Commission of Pakistan:
A. For Attending the Meeting:
i. In case of individuals, the account holder or sub-account holder and/or the person whose
securities are in group account and their registration details are uploaded as per the Regulations,
shall, authenticate his identity by showing his original National Identity Card (NIC) or original
passport at the time of attending the meeting.
ii. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen
signature of the nominee shall be produced (unless it has been provided earlier) at the time of the
meeting.
B. For Appointing Proxies:
i. In case of individuals, the account holder or sub-account holder and/or the person whose
securities arc in group account and their registration details arc uploaded as per the Regulations,
shall submit the proxy form as per the above requirement.
ii. The proxy form shall be witnessed by two persons whose names, addresses and NIC numbers
shall be mentioned on the form.
iii Attested copies of NIC or the passport of the beneficial owners and the proxy shall be furnished
with the proxy form.
iv. The proxy shall produce his original NIC or original passport at the time of meeting.
v. In case of corporate entity the Board of Directors' resolution/power of attorney with specimen
signature shall be submitted (unless it has been provided earlier) alongwith proxy form to the
Company.
STATEMENT UNDER SECTION 160 OF THE COMPANIES ORDINANCE, 1984
This statement is annexed to the Notice of Annual General Meeting and sets out the material facts
concerning special business to be transacted at the meeting.
The change in the name of company has been proposed due to the following reasons:
Ghandhara Nissan Limited desired to change the name of company at the time of its
disinvestments by them to A1-Zamin Leasing Modaraba and Associates and to avail the
benefits of creditability and good will of A1-Zamin's name particularly with lenders.
None of the Directors have any special or other interest in the property or profits or the company
other than that as holders of ordinary shares in the capital of the company.
Financial Highlights
June-1996
PARTICULARS June-2000 June-1999 June-1998 June-1997 (18 months)
Balance Sheet (Rupees in Million)
Net Investment in Lease 192.11 352.01 538.56 519.82 496.88
Total Equity 88.24 109.38 147.94 172.53 160.77
Total Assets 242.41 401.98 612.67 631.29 581.05
Break-up Value (Amount in rupees) 10.68 13.24 17.91 20.89 19.46
Income Statement (Rupees in Million)
Gross Income 36.80 65.22 92.17 99.83 137.60
Financial Charges 29.63 58.24 72.71 67.34 87.67
Other Expenses/Provisions     23.31 44.18 41.30 16.13 26.31
Net (Loss)/Profit (21.14) (38.56) (24.59) 11.76 22.93
Lease Portfolio (Percentage)
Plant & Machinery 77.23 69.38 56.96 73.10 66.33
Equipment 4.58 5.65 9.20 10.31 9.23
Private Vehicles 8.01 6.12 8.79 7.05 9.67
Commercial Vehicles 10.19 18.85 25.05 9.54 14.77
Pattern of Shareholding
as at 30 June 2000
NO. OF HAVING SHARES SHARES HELD PERCENTAGE
SHARE FROM TO
HOLDERS
55 1 100 5500 .0665
312 101 500 144600 1.7516
149 501 1000 146400 1.7724
64 1001 5000 159500 1.9310
22 5001 10000 177100 2.1441
7 10001 15000 84700 1.0254
5 15001 20000 97500 1.1804
1 20001 25000 23500 .2845
1 25001 30000 27800 .3365
2 30001 35000 64500 .7809
2 50001 55000 104300 1.2627
1 85001 90000 87000 1.0533
1 95001 100000 100000 1.2106
1 335001 340000 337700 4.0885
1 495001 500000 500000 6.0534
1 510001 515000 513000 6.2108
1 590001 595000 592800 7.1771
1 705001 710000 708200 8.5741
1 940001 945000 943600 11.4241
1 1245001 1250000 1250000 15.1337
1 2190001 2195000 2192000 26.5384
------------------ ------------------ ------------------
630 8,259,700 100.0000
========== ========== ==========
Categories of Shareholders
As at 30 June 2000
PARTICULARS SHARE SHARE PERCENTAGE
HOLDERS HOLDING
INDIVIDUAL 606 954600 11.5573
INVESTMENT COMPANIES 1 500 .0063
INSURANCE COMPANIES 1 337700 4.0885
JOINT STOCK COMPANIES 12 2586000 31.3086
FINANCIAL INSTITUTIONS 7 1687900 20.4353
MODARABAS 2 2193000 26.5506
FOREIGN COMPANIES 1 500000 6.0534
------------------ ------------------ ------------------
TOTAL 630 8,259,700 100.0000
========== ========== ==========
Directors' Report
The Board of Directors of Ghandhara Leasing Company Limited is pleased to present 9th Annual Report
together with the Audited Accounts of the Company for the year ended 30th June, 2000.
Economic Scenario
The economy has shown a real GDP growth of 4.5 percent (1999: 3.2 percent) against the target of 5
percent. This recovery was possible due to agriculture sector on account of better cotton and wheat
crops. Manufacturing sector did not perform well and showed growth of 1.6 percent only. However,
service sector has shown a slight growth and stood at 4.5 percent against 4.1 percent last year.
External trade has also shown improvements but due to additional burden of increased oil prices on
Pakistan's economy, the foreign exchange position did not show any improvement.
During the year under review, leasing industry did not show any significant recovery as it is directly
related to the manufacturing sector. The industry is facing a number of problems including paucity of
leases from quality customers, rate-competition amongst the leasing companies and entry of some of
the banks and DFIs in the leasing sector offering very low rates. However, many leasing companies
have diversified their risks to attain the required volume of business and are doing car leasing and small
ticket leasing to small and medium organizations besides the usual corporate sector leasing.
Operating Results
Your company had been facing a difficult time since early 1998. The company's original sponsors were
facing difficulties in their industrial concern's operations, resultantly the lender banks reported their
overdues and defaults to the Credit Information Bureau (CIB) of State Bank of Pakistan. Your company's
CIB report was clean but due to negative CIB report of the sponsors, Ghandhara Leasing was facing
difficulty in raising additional funds for new leases. Your company somehow managed to achieve 12
times growth in 5 years (company started business with equity of Rs.50 million in 1992 and total assets
were Rs.631 million on 30th June, 1997). During this period your company also paid 40% cash dividend.
To resolve their problems, sponsors of the company decided to disinvest their holdings in your company.
At that moment borrowings ofrs.399 million by your company were outstanding. To keep afloat, your
company decided that full lease rental recovery would be used to pay markup at due dates and balance
amount to reduce principal outstandings where lenders demand repayment. During last 2 I/2 years, i.e.,
upto 30th June, 2000 your company recovered Rs.512 million from its lessees, most of which was used
to meet operating expenses, payment of financial charges and repayment of loans. only a small sum
was used for writing new business. Your company incurred losses in the years 1998 to 2000 mainly due
to suspension of income and setting aside provisions on some customers who are defaulters to the
financial sector across the board.
In these circumstances A1-Zamin Leasing Modaraba and its Associates, Zahidjee Brothers (Pvt.) Limited
decided to acquire controlling shares and management of your Company from Ghandhara Nissan
Limited.
A1-Zamin Leasing Modaraba is a multipurpose modaraba extending lease financing since 1992. It is one of
the best managed modarabas, paying dividend to its certificate holders. A1-Zamin Leasing Modaraba holds
credit rating B-3 (B-Three) which is described as "Good Credit Quality, Sound Financial Condition, Financial
condition protection factors are adequate".
Al-Zamin Leasing Modaraba and its Associates have nominated 6 Directors on the company's Board. The
new sponsors are fully committed to growth of your company as the capability of handling of leasing
business of A1-Zamin Group has been substantially enhanced. A1-Zamin's nominated Directors are fully
involved in company's business for better coordination between the entities. Although, for the time being,
legal status of both entitles will remain independent; a merger in the future may be in the best interest of
shareholders, in view of the capital adequacy requirements of Rs.200 million under the Leasing Rules,2000.
Securities & Exchange Commission of Pakistan (SECP) approved the purchase of controlling shares by A1-
Zamin Leasing Modaraba and its Associates and also the change of directors, on 22nd April,2000.
As on 30th June,2000 the total assets of the company have been reduced to Rs.242 million from Rs.401
million as no lease was executed during the previous year and net recovery was used to repay loans and
other financial commitments. The company has incurred a loss after tax of Rs.21. 142 million against
Rs.38.561 million of the last year. Total revenue during the year was reduced to Rs.36.798 million against
Rs.65.218 million of the last year as old leases matured and new leases were not executed during the year.
Total expenses were reduced to Rs.52.941 million against Rs. 102.412 million of the last year mainly due
to reduction ofrs.28.605 million in financial charges and reduction in provisions for potential lease losses.
A number of recoveries were also made from a number of defaulted lessees. Admin expenses show increase
due to payment of gratuity amounting to Rs. 4.000 million to the outgoing Chief Executive.
A provision of Rs.5 million on account of current taxation has been created to meet the tax liability, which
may occur due to reversal of depreciation as during the last two years no major lease disbursement was
made. To meet the SECP guidelines, your management has also decided to create a capital reserve for
deferred tax amounting to Rs.4,079,419/=. Since the lease portfolio has been reduced, as explained above.
a sum of Rs.4.1 million was transferred from the contingency reserve as per our policy.
Future Prospects
Your management is confident that better days are ahead and the takeover by A1-Zamin will significantly
benefit the company. A1-Zamin holds respectable position in lenders market. Immediately after the takeover,
the lenders of the company agreed to renew our facilities amounting to Rs.87 million, which includes
conversion of Rs.62 million from short-term to long term facilities.
Further, a short-term loan of Rs.30 million to a sister concern of the previous sponsors was recovered
subsequent to the close of accounts.
Considering Al-Zamin Leasing Modaraba and Zahidjee Brothers (Pvt.) Limited as our strength, DCR-VIS
the Credit Rating Agency has rated our COIs as Investment Grade i.e. Triple B Minus (BBB-), which is
described as:
"Adequate credit quality, Protection factors are reasonable and sufficient, Risk factors are considered variable
if changes occur in the economy."
The company is concentrating on BMR, small ticket leasing, car leasing and is avoiding green field projects
due to high risks.
Your company is also committed to introducing new products. "ANY CAR" is the first introduction, which
is targeted to individual customer that allows leasing of new and used cars upto 3 to 4 years old.
However, uncertainty remains in the forefront. It is expected that the power crisis being experienced for
the last few months will create further delays in recovery of rentals, which in turn will increase financial
cost of the company. However, textile and IT sectors have witnessed an upsurgence, which we intend to
capitalize.
Our economy is passing through a transitory period of adjustments and therefore, your company is expected
to expose to mismatching of funds and markup rates.
The Government is doing its best particularly to control revenue expenditure and is also fully committed
to multifarious reforms, but the revival of leasing sector including your company is dependent on the overall
revival of the economy.
Directors
M/s. C. Ahsanul Haq, Basheer A. Chowdry, Ansar Husain and Sheikh Mohammad Farooq nominees of A1-
Zamin Leasing Modaraba and Mr. Mohammad Zahid and Ms. Huma Zahid, nominees of Zahidjee Brothers
(Pvt) Limited had succeeded M/s. Raza Kuli Khan Khattak, Lt. Gen. (Retd) Ali Kuli Khan Khattak, Ahmed
Kuli Khan Khattak, Jamil Ahmed Shah, Mushtaq Ahmed Khan and K.U. Rehman due to purchase of
Controlling Shares by A1-Zamin Leasing Modaraba and Zahidjee Brothers (Pvt.) Limited and Associates.
Mr. Michio Kuwahara had resigned subsequent to close of accounts and Mr. M. Moizul Haque was appointed
director to fill casual vacancy.
Mr. Haroon Ahmed Zuberi had resigned as Chief Executive of the Company and Mr. C. Ahsanul Haq was
appointed as Chairman/Chief Executive of the Company by the Board of Directors. Mr. A.W. Zuberi nominee
of National Investment Trust (NIT) has succeeded Mr. Nasim Beg due to latters resignation from NIT.
The Directors place on record their appreciation of the services of outgoing Chief Executive and Directors,
Information Technology
The company has successfully handled Y2K problem.
Staff
The Board places on record its appreciation for the performance of all staff members particularly in difficult
days.
Auditors
The present Auditors M/s. Taseer Hadi Khalid & Co., Chartered Accountants retire and being eligible offer
themselves for re-appointment.
Pattern of Shareholding and Loss per share
The pattern of shareholding as on 30th June,2000 and loss per share are shown on page number 10 and 16
respectively.
On behalf of the Board
C. Ahsanul Haq
Karachi: 19th December, 2000 Chairman and Chief Executive
Auditors' Report to the Members
We have audited the annexed balance sheet of Ghandhara Leasing Company Limited as at 30th June 2000
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
purposes 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 a 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 account have been kept by the company as required by the
Companies Ordinance, 1984;
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 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, 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
manners so required and respectively give a true and fair view of the state of the company's affairs as
at 30th June 2000 and of the loss, its cash flows and changes in equity for the year then ended; and
d) In our opinion no Zakat was deducted at source under the Zakat and Ushr Ordinance, 1980
(XVIII of 1980).
Date: 19th December, 2000 Taseer Hadi Khalid & Co.
Karachi Chartered Accountants
Balance Sheet as at 30 June 2000
ASSETS Note 2000 1999
OPERATING FIXED ASSETS 3 5,031,854 5,889,840
LONG TERM DEPOSITS 405,322 307,322
LONG TERM INVESTMENTS 4 4,041,187 3,951,187
NET INVESTMENT IN LEASE FINANCE - Secured 5 34,937,098 124,117,091
DEFERRED COST 6 -- 474,227
CURRENT ASSETS
Current maturity of net investment in lease finance and
overdue lease rentals 7 157,175,606 227,894,346
Federal Investment Bond 8 50,000 50,000
Short term advances-Secured 9 29,935,415 30,056,780
Advances, deposits, prepayments and other receivables 10 13,788,911 8,772,519
Cash and bank balances