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Prudential Stocks Fund Limited
Annual Report 1999
CONTENTS
Corporate Information
Notice of meeting
Board of Directors' Report.
Auditors' Report
Balance Sheet
Profit and Loss Account 
Cash Flow Statements 
Statement of Movement in Equity and Reserves 
Distribution Statement
Notes to the Accounts 
Statement of Income and Expenditure(Investment Advisor) 
Pattern of Certificate Holdings 
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. Rashidullah Yacoob Chairman
Mrs. Sanober Akhter Yacoob Vice Chairperson
Syed Samir Rauf Chief Executive
Haji Abdul Ghani Director
Mr. Shahid Nasim Director (Nominee of I.C.P.)
Mr. Manzurul Haq Director (Nominee of N.D.F.C.)
Mr. Manzoor Saber Director (Nominee of N.D.F.C.)
Mr. Muhammad Asif Dar Director
INVESTMENT ADVISOR
Prudential Fund Management Limited
Prudential House, Hassan All Street, Off: I. I. Chundrigar Road, Karachi.
COMPANY SECRETARY REGISTRAR
Mr. Muhammad Yunus Shares & Corporate Services (Pvt) Ltd.
Mehersons Estate, Block-E,
On B-E-l, Talpur Road,
Karachi
AUDITORS
Taseer Hadi Khalid & Co. STOCK EXCHANGE LISTING
Chartered Accountants Prudential Stocks Fund Limited is Listed on
First Floor, Sheikh Sultan Trust Building, Karachi, Lahore and Islamabad Stock
Beaumount Road, Karachi. Exchanges.
LEGAL ADVISOR PUBLIC INFORMATION
M/s. Fazl-e-Ghani Khan & Co., Financial Analysts, Stock Brokers,
F-72/1, Block-8, KDA Sch-5, Interested Investors, Financial media desiring
Kehkashan, Clifton, Karachi. information about the Company should contact:
Mr. Muhammad Yunus at Company's
BANKERS registered office,
Prudential Commercial Bank Ltd. Karachi.
Faysal Bank Ltd.
Askari Commercial Bank Ltd.
Industrial Development Bank of Pakistan. SHAREHOLDERS INFORMATION
Enquiries concerning lost share certificates,
CUSTODIAN change of address, verification of transfer
Faysal Bank Limited deeds and shares transfers should be directed
I. I. Chundrigar Road, Karachi-74200 to the Registrar M/s. Shares & Corporate
Services (Pvt) Limited.
REGISTERED OFFICE
Prudential House, Hasan Ali Street,
Phones: 2628833-8 Lines
Fax: 2630873. Telex: 23984 PRUD PK
NOTICE OF MEETING
Notice is hereby given that the Ninth Annual General Meeting of PRUDENTIAL STOCKS
FUND LIMITED will be held on Friday, March 31, 2000 at 3.30 p.m. at Beach Luxury Hotel,
Moulvi Tamizuddin Khan Road, Karachi to transact the following business:
1. To confirm the Minutes of the Eight Annual General Meeting of the Company held on
February 27, 1999.
2. To receive, consider and adopt the Audited Accounts of the Company for the year
ended June 30, 1999 along with Auditors' and Directors' Report thereon.
3. To appoint Auditors to hold office till the conclusion of next Annual General Meeting
and to fix their Remuneration.
4. To transact any other business that may be placed before the meeting with the
permission of the chair.
By order of the Board
Muhammad Yunus
Karachi: March 10, 2000 Company Secretary
NOTES:
1. The Share Transfer Books of the Company will remain closed from March 30, 2000,
to April 10, 2000. (both days inclusive).
2. A member entitled to attend and vote at the meeting is entitled to appoint another
member of the Company as a proxy to attend and vote on his/her behalf. Proxies in
order to be effective must be received at the registered office of the Company duly
stamped no later than 48 hours before the meeting.
3. Members are requested to notify the company of any change in their addresses.
DIRECTORS' REPORT TO THE SHARE HOLDERS
Your Directors take pleasure in presenting the Annual Report of the Company together with
the Audited Accounts for the financial year ended June 30, 1999. The total value of
investment has increased by 18.39% during the year as compared to 19.90% rise for the
index in the same period. The Next Assets Value increased by 23%.
In the second & third quarter of the fiscal year the economic sanctions imposed by the world
were partially lifted and the process of recovery started and KSE-100 Index broke the barrier
of 1400 points. In the forth quarter, the market could not sustain its recovery due to the
tension on the Pakistan India. border.
OPERATIONAL PERFORMANCE:
The Company showed an operating profit before Tax Rs. 3.552 million as compared to last
year's operating loss of Rs. 10.577 million due to reversal of provision for diminution in value
of marketable securities.
AUDITORS' REPORT:
We do not agree with Auditors' qualifications appearing in the Auditors' report, our point of
view for the above is as under:
In fact balance payment of Rs. 1,296,000/- out of Rs. 1,406,875/- were trading difference
lying in credit with Prudential. Securities Limited hence this balance is in connection with
normal business transactions which has been adjusted against purchase of shares on 4th
July, 1999. An other balance Rs. 110,000/- debited by company to its advisor has also
subsequently been adjusted against the accrued remuneration for the year ending June 30th
1999.
Faysal Bank did not have a well developed facility to handle CDC related transactions and
subcontract them to the third party. Commission of physical shares to CDC were done at Rs.
0.30 paisa per share. Prudential Stocks Fund Limited opted to give this task to Prudential
Securities Limited with Faysal Bank consent at cost of Rs. 0.03 per share. These shares
were subsequently held on the Central Depository Company. The same policy was adopted
with all group companies and resulted in substantial saving to the fund.
With regard to Rule 8 (K) of IAR, Prudential Securities Limited is a group company of
Prudential Stocks Fund Limited, but not an Associated concern. The decision to trade
through Prudential Securities Limited was in the knowledge of the Board. In addition,
Prudential Securities Limited has not charged any commission to Prudential Stocks Fund
Limited, only cost payable, resulting in improvement in the bottom line.
Moreover. regarding auditors' qualifications your company has obtained independent opinion
of Mr. Iqbal L. Bawaney, Bawaney & Partners (advocates & investment & corporate advisers),
205-208, Imperial Hotel Building Queens Road, Karachi which is being set out below:
"Pursuant to your letter dated January 3, 2000 and your recent meeting with the undersigned,
we have deliberated upon the moot points emerging out of the qualifications of the Annual
Accounts, of Prudential Stocks Fund Limited (PSFL) for the year ended June 30, 1999 by the
Auditors. M/s. Taseer Hadi, Khalid & Company (THK)."
We appreciate THK's concern as their meticulous approach is to ensure proper legal compliance
by PSFL. However, the audit observations seem to have been made in a broad perspective. From
the legal standpoint, our interpretation of the Rules 8(c) and 8(k) of the Investment Companies
and Investment Advisors Rules, 1971, leads us to a conclusion that these Rules have not been
violated. Our views on the three issues are as follows:-
1. Rule 8(c)
There is no doubt that Rule 8(c) of the said Rules contains a categorical embargo on
making of any "loan" or "advance" to any person by an investment company. Such
prohibition is however subject to an exception i.e. making of a loan or an advance in
connection with the normal business of the investment company and we are of view that
the PSFL's credit balance appearing in the books of Prudential Securities Limited (PSL)
is neither a loan nor an advance and even otherwise falls within the exemption.
The terms "loan" and "advance" have been defined in many Legal Dictionaries. The
Black's Law Dictionary, which is most authentic defines "loan" to mean "delivery by one
party to and receipt by another party of a sum of money upon an agreement, express or
implied, to repay it with or without interest". The definition further goes on to state that
loan includes "creation of a debt by the lender, payment or an agreement to pay money
to the debtor or any other party for the account of the debtor". Hence, a loan would only
be created if one party hands over a certain sum of money to another party or makes
payment on the account of the other party and which is repayable over a certain period
of time' under an express or an implied agreement, which is not the case here. Likewise,
the term "advance" has been defined to mean "money or value paid before it is due or to
furnish something before an equivalent is received". Advances have been defined to
mean "monies paid before or in advance of the proper time of payment". You have
clarified that PSFL had not made any advance payment to PSL but this is the case of a
trading difference. If so, it cannot be regarded as advance from PSFL to PSL.
The terms "loan" or "advance" have not been defined under the said Rules or even under
the Securities & Exchange Ordinance, 1969, pursuant to which the Rules have been
made by the Federal Government. Hence, reliance on a para materia law becomes
essential for a proper construction of the Rule and the determination of intent of the
Federal Government behind this Rule. Section 208 of the said Ordinance, which relates
to an investment in an associated undertaking therefore becomes relevant. The
explanation in sub-section 1 of Section 208 of the said Ordinance defines investment to
include loan, advance or equity by whatever name called or any amount which is not in
the nature of normal trade credit. Although, this definition is not exhaustive and covers
other categories of advance, yet normal trade credit is specifically excluded from the
preview of the term "investment". Consequently, even Section 208, which apart from
being a substantive law and is even more severe and onerous, necessitating passing of
a Special Resolution for making an investment in a associated company, excludes
normal trade credit. Hence, any trade credit allowed by one company to another in
normal course of its business, would be excluded from the term "loan" or "advances" for
the purpose of Section 208, which means that every book debt does not become an
investment. On the other hand, in this case, the sum that was lying to the credit of PSL
in the books of PSFL was not even on account of trade credit but was on account of
trading difference, as explained by you, which has been created by sale and purchase of
securities from time to time. The balance payable by one company to another and vice
versa under such situation can be expected to keep shifting from time to time. A credit
balance at a given time would not become a loan or an advance.
PSFL is an investment company as defined under the Securities & Exchange Ordinance
and is engaged primarily in buying and selling of and trading in securities. Hence
purchase and sale of securities through a stock broker, being the primary business of
PSFL, there is bound to be trading differences payable or receivable by PSFL to and from
the stock broker. Any difference recoverable from the stock broker at any stage can by
no stretch of imagination be considered as a loan or an advance by PSFL to PSL as its
stock broker.
We also concur with you that for the purpos3 of Section 195 of the Companies ordinance,
1984, which prohibits making of loan or granting of advance or furnishing of securities by
a company to its directors or firm of directors or a private company of its directors etc.,
specifically excludes a book debt, which at the inception was not in the nature of loan or
advance as mentioned in sub-section 7 of Section 195. More specifically, only a book
debt, which was created by virtue of a loan or an advance would fall within the prohibition
of sub-section 1 of Section 195 but other kinds of book debts would be excluded for the
purpose of the prohibition contained in sub-section 1 of Section 195.
It is therefore our considered opinion that trading difference lying to the credit of PSFL in
the books of PSL cannot be considered as a loan or an advance within the preview of
Rule 8(c) of the said Rules.
2. Rule 8(k)
It is correct that direct or even indirect appointment of any director, officer Or employee of
PSFL as an investment company of a broker is forbidden under Rule 8(k) of the said
Rules. However, the embargo is clearly on the appointment of individual directors, officers
and employees of the investment company or its investment advisor but there seems to
be no bar on the employment of a corporate stock brokerage house with no common
directors and in which the stake of the investment company is negligible. The Rules were
framed in 1971 and at that juncture, the concept of corporate members of Stock
Exchanges was perhaps not even visualised and it is for this reason that the Government
had perhaps not included "companies" for the purpose of prohibition under Rule 8(k).
Hence, appointment of a company like PSL does not seem to run counter to Rule 8(k). The
scope of Rule 8(k) cannot be enlarged so as to encompass a limited company in which
PSFL has no stake whatsoever, as stated by you, with no common directors.
3. Rule 15
Rule 15 unequivocally makes it mandatory for PSFL to place and maintain its securities
with a custodian with the approval of the Corporate Law Authority (now Securities &
Exchange Commission). In fact the custodial service agreement is also required to be got
approved by the Commission and to go a step further even the custodian has been
saddled with responsibility of the reporting the matter to the Commission (formerly CLA)
in case release of any securities is sought in contravention to the provisions of the said
Rules. Hence, we are inclined to concur with the observations of the Auditors.
You have explained that the Custodian, namely Faysal Bank Limited did not have a
properly developed facility for CDC related transactions on account of which the PSFL
opted to give this task to Prudential Securities Limited with the consent of the Board. This
also ought to have been done with the approval of the Commission However, in case this
is questioned by the Commission, PSFL will have to justify the above on the grounds of
necessity and cost savings as this was obviously done in good faith and in the best
interest of PSFL as an investment company and its shareholders. After all this was done
in good faith without having any fraudulent or improper motive whereas the public interest
would be upper most.
We are confident that the preceding analysis would serve to clarify the position. Should you need
any further assistance in this matter, please let us know".
FUTURE OUT LOOK:
The future prospect of the company is dependent on the behavior of the stock market. The
performance of the stock market is expected to improve with the induction of technocrats in
the National Security Council. The agenda given for the economic revival focusing on
resolution of IPP's issue complete deregulation of "petroleum sector" curbing Tax evasion,
getting the money back from the defaulters selling of government sponsored industrial &
financial institutions through stock exchanges and restoring the confidence of foreign
investors is expected to improve the fundamentals
Y2K COMPLIANCE:
By the Grace of Allah the company is now fully Y2K compliant in all its operations.
AUDITORS:
Our present auditors, M/s. Taseer Hadi Khalid & Company retire and are eligible, for re-
appointment.
SHAREHOLDING PATTERN:
The pattern of shareholding as required by section 236 of the companies ordinance, 1984 is
enclosed.
On behalf of the Board of Directors
SYED SAMIR RAUF
Dated: January 13th, 2000 Chief Executive
AUDITORS' REPORT  TO MEMBERS
We have audited the annexed balance Sheet of Prudential Stocks Fund Limited as at 30
June 1999 and the related Profit and Loss account and Cash Flow Statement, together with
the notes to the accounts, 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 and we report that:
(a) in our opinion, proper books of account have been kept by the Company as required
by the Companies Ordinance, 1984 and Rule 16 of 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 in
accordance with the provisions of 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 was for the purpose of the Company's business;
(iii) the business conducted, investments made and expenditure incurred during the year
were in accordance with the investment policy of the company except that as at 30 June
1999 the company has a receivable of Rs. 1,406,875 from an associated brokerage house
which we consider is a non compliance of Rule 8(c) of Investment Companies and
Investment Adviser's Rules, 1971. The said rule prohibits an investment company from
making a loan or advancing of money to any person except in connection with the normal
business of the investment company. Further, during the year all securities were traded
through an associated brokerage house and at 30 June 1999 securities with a value of Rs.
7,956,366 were physically held by an associated brokerage house which we consider is non
compliance of Rule 8 (k) and Rule 15 of Investment Companies and Investment Advisor's
Rules, 1971. Rule 8 (k) prohibits employment as a broker, directly or indirectly, any director,
officer, or employee of investment company or its investment advisor or any director, officer
or employee thereof. Rule~5 requires that all the securities owned or held by the company
should be placed and maintained with the custodian 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 and the Profit and Loss account and the Cash Flow
Statement together with the notes forming part thereof give the information required
by the Companies Ordinance, 1984 and Investment Companies and Investment
Adviser's Rules, 1971 in the manner so required and give respectively, a true and
fair view of the state of the Company's affairs as at 30 June 1999 and of the profit
and cash flows for the year ended on that date; and
(d) in our opinion, no zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980.
Karachi: Taseer Hadi Khalid & Co.
Chartered Accountants
BALANCE SHEET
AS AT 30 JUNE 1999
1999 1998
Note Rupees Rupees
CURRENT ASSETS
Marketable securities 3 18,156,069 16,430,790
Advances, prepayments and other receivables 4 1,637,848 113,650
Cash and bank balances 5 127,231 253,960
----------- -----------
Total assets 19,921,148 16,798,400
CURRENT LIABILITIES
Due to Investment Adviser 6 193,264 157,734
Creditors, accrued expenses and other liabilities 7 181,645 688,822
Unclaimed dividend 81,298 81,298
Provision for taxation 8 138,554 97,097
----------- -----------
Total Liabilities 594,761 1,024,951
----------- -----------
NET ASSETS 19,326,387 15,773,449
========== ==========
Authorised capital
20,000,000 ordinary shares of Rs. 10 each 200,000,000 200,000,000
========== ==========
Issued, subscribed and paid up capital
6,000,000 ordinary shares of Rs. 10/- each 9 60,000,000 60,000,000
Accumulated loss (40,673,613)  (44,226,551)
----------- -----------
19,326,387 15,773,449
========== ==========
These accounts should be read in conjunction with the attached notes.
SYED SAMIR RAUF MOHAMMAD ASIF DAR
Chief Executive Director
PROFIT AND LOSS ACCOUNT
AS AT 30 JUNE 1999
1999 1998
Note Rupees Rupee5
SALES 46,772,555 22,871,051
LESS: COST OF SALES 50,638,169 22,967,874
CAPITAL (LOSS) (3,865,614) (96,823)
OTHER INCOME 11 795,076 1,192,541
----------- -----------
(3,070,538) 1,095,718
LESS: OPERATING EXPENSES
Administrative 12 175,566 317,396
Financial 13 -- 7,080
Remuneration to the Investment Adviser 6.1 193,264 157,734
----------- -----------
368,830 482,210
----------- -----------
(3,439,368) 613,508
(Provision)/Reversal of provision for diminution
in value of Marketable securities 7,033,763 10,986,764)
----------- -----------
Profit/(Loss) before taxation 3,594,395 (10,373,256)
Taxation
- Current (41,457) (41,975)
- Prior -- (162,220)
----------- -----------
Profit/(Loss) for the year 3,552,938 (10,577,451)
========== ==========
These accounts should be read in conjunction with the attached notes.
SYED SAMIR RAUF MOHAMMAD ASIF DAR
Chief Executive Director
CASH FLOW STATEMENT
AS AT 30 JUNE 1999
1999 1998
Rupees Rupees
CASH FLOW FROM OPERATING ACTIVITIES
Profit/' (Loss) before taxation 3,594,395 10,373,256)
Adjustments for:
Provision/(Reversal) of provision for diminution in value of
Marketable securities (7,033,763) 10,986,764
----------- -----------
(3,439,368)   613,508
·
(Increase)/Decrease in operating assets:
Marketable securities 5,308,484 (2,463,800)
Advances, prepayments and other receivables (1,523,160) 590,457
Increase/(Decrease) in operating liabilities
Due to the Investment adviser 35,530 105,775)
Accounts payable, accrued expenses & other liabilities (507,177) (86,201
----------- -----------
Cash (used for) operations (125,691) (1,451,811)
Income tax paid (1,038) (225,234)
----------- -----------
Net cash flows from operating activities (126,729) (1,677,045)
Cash and bank balances at beginning of the year 253,960 1,931,005
----------- -----------