| SAUDIPAK LEASING COMPANY LIMITED |
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| Annual
Reports 2002 |
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| |
| Contents |
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| Corporate Mission |
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| Corporate Objective |
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| Corporate
Information |
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| Financial Highlights |
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| Notice of Meeting |
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| Chairman's Review |
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| Directors' Report |
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| Statement
of Compliance with |
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| Code
of Corporate Governance |
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| Auditors'
Review Report on |
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| Code
of Corporate Governance |
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| Auditors' Report |
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| Balance Sheet |
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| Profit
and 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 Accounts |
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| Pattern
of Shareholding |
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| |
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| Financial
Highlights |
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| |
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| |
2002 |
2001 |
2000 |
1999 |
1998 |
1997 |
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| |
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|
| Authorised Capital |
|
400 |
400 |
400 |
400 |
400 |
400 |
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| Paid up Capital |
|
220 |
220 |
220 |
220 |
220 |
200 |
|
| Total Reserves |
|
73 |
140 |
133 |
124 |
117 |
129 |
|
| Net
Investment in Leases |
1,775 |
2,112 |
1,824 |
1,870 |
1,702 |
1,516 |
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| |
|
|
| Income
from Leasing |
|
| Operations |
|
282 |
299 |
325 |
320 |
280 |
292 |
|
| Profit before taxation |
|
18 |
39 |
47 |
44 |
49 |
74 |
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| Taxation |
|
4 |
5 |
11 |
9 |
8 |
19 |
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| Profit after taxation |
|
14 |
34 |
36 |
35 |
41 |
55 |
|
| Dividends |
|
— |
12.50% |
12.50% |
12.50% |
15% |
15%, 10% |
|
| Total Assets |
|
2,807 |
2,981 |
2,444 |
2,342 |
2,076 |
1,816 |
|
| Current Ratio |
|
1.33 |
1.48 |
1.58 |
1.08 |
0.96 |
1.21 |
|
| Return
on average Equity |
4.20% |
9.63% |
10.41% |
10.28% |
12.17% |
17.35% |
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| Book Value of Share |
|
13.3 |
16.36 |
16.05 |
15.65 |
15.31 |
16.46 |
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| (Rupees per Share) |
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| |
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| Corporate
Objectives |
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| |
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| • Extend lease finance to
businesses |
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| which are expected to
contribute |
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| positively to economic |
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| development; |
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| |
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| • Support enterprises that
create |
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| value; and |
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| |
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| • Provide lease finance in
areas that |
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| offer
compatible risk and returns. |
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| |
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| Chairman's Review |
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| |
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| It
gives me great pleasure to present before you the 12th Annual Report together
with the |
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| audited
accounts of Saudi Pak Leasing Company Limited for the year ended June
30, |
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| 2002 |
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| |
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| Leasing
companies witnessed intense interest of commercial banks and DFIs in
lease |
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| financing.
Gradually the competition has come full circle with the banks and DFIs having
made |
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| inroads
even in consumer items, let alone the corporate sector. This has severely
affected |
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| the
business of leasing companies. Your company made lease disbursements of |
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| Rs.
615 million in the year 2001-02, as compared to Rs. 1,033 million in the
previous |
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| year.
Total revenues amounted to Rs. 390.53 million for the year ended June 30,
2002, as |
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| against
Rs. 385.38 million, in the previous year. There has been an increase in
income on |
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| investments,
as the surplus funds were utilized in an effective manner in business
avenues, |
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| permissible
under the regulations, so as to make an optimum utilization of the resources. |
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| |
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| Registered Office |
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| 6th
floor, Lakson Square, |
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| Building
# 1, Sarwar Shaheed Road, |
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| Saddar, Karachi. |
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| Tel
: 5655181-85, 5655215-19 |
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| Fax:5210607-9 |
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| |
| Branches |
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| Lahore |
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| 131-A-E/1,
Main Boulevard, |
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| Gulberg-lll, Lahore. |
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| Tel
: 5762644-47, 5762634 |
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| Fax : 5762633 |
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| |
| Islamabad |
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| 2nd
Floor, High-Rise Block, Saudi Pak Tower |
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| 61-A,
Jinnah Avenue, Blue Area, Islamabad. |
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| Tel
: 2272652 Fax : 2272657 |
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| |
| Faisalabad |
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| Standard
Chartered Bank Building Railway Road, Faisalabad |
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| Tel:
619056, 618056,642013 Fax: 642012 |
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| Universal
Access Number : 111-888-999 |
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| Karachi,
Lahore and Islamabad |
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| |
| Registrars
and Share Transfer Office |
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| THK
Associates (Pvt.) Ltd. |
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| Ground
Floor, Shiekh Sultan Trust |
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| Building
# 2, Beaumont Road, Karachi. |
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| Tel
: 5689021,5686658 |
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| |
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| During
the year under review, the highest disbursements were made to textile
sector, |
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| followed
by transport and communication. Net Investment in Lease Finance stood at Rs.
1,775 |
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| million
as on June 30, 2002, compared to Rs. 2,112 million on the same date in the
last year. |
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| Total
assets amounted to Rs. 2,807 million as on June 30, 2002. The decline in
Net |
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| Investment
in Lease Finance was the outcome of relatively lower disbursements during
theyear. |
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| |
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| The
company enjoys the confidence of the lenders and depositors. As reported in
the last |
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| annual
report the new issue ofTFCs, was made in June 2002, for Rs. 400 million. It
was |
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| oversubscribed,
and green shoe option to the extent of Rs. 30 million was exercised. The |
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| resource
position of your company is strong and the matching of the asset and
liabilities is |
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| adequately ensured. |
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| |
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| The
company does not foresee any unusual risk factor that may impact its
performance |
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| significantly.
JCR - VIS Credit Rating Company has assigned medium to long-term entity
rating |
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| ofA+
(Single A plus) and short-term rating A-1 (A-one) to the Company. The outlook
of these |
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| ratings
is stable. The company has the resources to continue its business in the
normal |
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| way
and avail emerging business opportunities. |
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| |
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| Notice
of Annual General Meeting |
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| |
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| Notice
is hereby given that the 12th Annual General meeting of the members of |
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| Saudi
Pak Leasing Company Limited will be held at Dinshaw Mahal, Avari Tower |
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| Hotel,
87 Shahrah-e-Quaid-e-Azam, Lahore, on October 23, 2002 at 10:30 a.m. |
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| to
transact the following business: |
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| |
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| ORDINARY
BUSINESS: |
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| |
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| 1.
To confirm the minutes of the 11th Annual General Meeting of the company
held |
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| on
December 24, 2001. |
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| |
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| 2.
To receive, consider and adopt the audited accounts of the company for
the |
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| year
ended June 30, 2002, together with the Directors' and Auditors' Report |
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| thereon. |
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| |
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| 3.
To appoint auditors for the year 2002-2003 and to fix their remuneration.
The |
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| present
Auditors, Messrs A.F. Ferguson & Co., Chartered Accountants, retire |
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| and
being eligible, offer themselves for reappointment. |
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| |
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| 4.
To consider any other business with the permission of the chair. |
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| |
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| By
Order of the Board |
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| |
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| SHAKIL AKHTAR QURESHI |
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| Karachi:
September 30, 2002
Company Secretary |
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| |
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| NOTES: |
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| |
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| 1.
The Register of members of the Company will remain closed from October 15,
2002 to October 23, 2002 |
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| (both
days inclusive). |
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| |
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| 2.
A member entitled to attend and vote at the meeting is entitled to appoint a
proxy to attend and vote for |
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| him/her.
A proxy must be a member of the Company. |
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| |
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| 3.
An instrument of Proxy and the power of attorney or other authority (if any)
under which it is signed, or |
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| notarially
certified copy of such power of attorney, in order to be valid must be
deposited at the registered |
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| office
of the Company not less than 48 hours before the time of the meeting. |
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| |
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| 4.
Members are advised to lodge shares for transfer at the office of our
Registrar, THK Associates (Pvt) Ltd., |
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| Ground
Floor, Sheikh Sultan Trust Building # 2, Beaumont Road, Karachi. |
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| |
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| 5.
CDC account holders will further have to follow the under mentioned
guidelines as laid down in Circular |
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| No.
1 dated January 26, 2000 issued by the Securities and Exchange Commission of
Pakistan: |
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| |
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| (i)
In case of individuals, the account holder or sub-account holder and/or the
person, whose securities |
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| are
in group account and their registration details are uploaded as per the
Regulations, shall authenticate |
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| his/her
identity by showing his/her original National Identity Card (NIC) or original
passport at the time |
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| of
attending the meeting. The shareholders registered on CDS are also requested
to bring their |
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| participants
I.D. numbers and account numbers in CDS. |
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| |
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| (ii)
In case of a 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 meeting. |
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| |
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| Directors9 Report |
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| |
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| The
Directors have pleasure in presenting the Audited Accounts for the year
ended |
|
| June 30, 2002. |
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| |
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| Financial Results |
|
Rupees |
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| Net
Profit for the year after charging all expenses |
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| And
provision for potential lease losses and diminution in |
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| Value of investment |
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17,443,137 |
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| Provision
for taxation - current |
|
73,518,064 |
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| Provision
for taxation - deferred |
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-69,770,939 |
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| |
3,747,125 |
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| |
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| Profit after tax |
|
13,696,012 |
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| Unappropriated
profit brought forward |
|
21,878 |
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| Transfer
from general reserves |
|
4,870,000 |
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| Profit
available for appropriation |
|
18,587,890 |
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| |
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| APPROPRIATIONS
: |
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| Transfer to |
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| - statutory reserve |
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2,739,202 |
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| -
reserve for deferred taxation |
|
15,744,623 |
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| -
proposed cash dividend |
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— |
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| |
18,483,825 |
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| Unappropriated
profit carried forward |
|
104,065 |
|
| Earning per share |
|
0.62 |
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| |
|
| Operating
profit dropped to Rs. 17.63 million from Rs. 28.88 million in the previous
year. |
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| |
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| The
decline in operating profit is attributable to the non-performing accounts,
depressed return |
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| on
equity investments and slow recoveries in the aftermath of September 11, 2001
events. |
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| The
rise in financial and other charges was owing mainly to increased
borrowing. |
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| Administrative
and operating expenses remained under control. |
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| |
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| During
the period under review, the company made concerted efforts to reduce its
cost of |
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| funds.
Important steps in this regard include issue of Term Finance Certificates at
variable |
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| rates
and re-negotiation of the mark-up rates on term loans, in the wake of falling
discount |
|
| rate.
As a result, financial cost is expected to record decrease in the next year. |
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| |
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| The
company adheres to a well-defined strategy of sectoral exposure to ensure
diversification |
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| of
risk. The maximum exposure to any sector as a percentage of Net Investment in
Lease |
|
| Finance
is below 25 percent. Exposure to Textile sector was 22 percent, followed by
Energy, Oil |
|
| and
Gas of 10 percent. Exposure to the Small and Medium Enterprises including
consumer |
|
| finance
was 33 percent of Net investment in Lease Finance. As to the type of asset
the |
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| maximum
disbursements were accounted for by plant and machinery at 68 percent,
followed |
|
| by
motor vehicles 16 percent and commercial vehicles of 9 percent. |
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| |
|
| BOARD
MEETINGS: During the period July 01, 2001 to June 30, 2002, five |
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| meetings
were held. Attendance was as follows: |
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| |
|
| |
No. of meetings |
|
| |
attended |
|
| Mr.
Muhammad Rashid Zahir |
|
5 |
|
| Chairman |
|
|
|
| Mr.
Ihsanul Haq Piracha |
|
3 |
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| Vice Chairman |
|
|
|
| Mr. Parvez Abbasi |
|
4 |
|
| Mr.
Abdul Jabbar Kasim |
|
5 |
|
| Chief Executive |
|
|
|
| Mr. Faridullah Khan |
|
5 |
|
| Mr. Haroon Ihsan |
|
4 |
|
| Mr.
Muhammad Tariq Masud |
|
5 |
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| |
|
| Pattern
of shareholding |
|
| |
|
| The
pattern of shareholding as on June 30, 2002 is annexed to this report. |
|
| Auditors |
|
| |
|
| The
present auditors, Messrs. A. F. Ferguson & Co., Chartered Accountants,
retire |
|
| and
being eligible offer themselves for reappointment. |
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| |
|
| For and on behalf of the |
|
| Board of Directors |
|
| |
|
| Abdul Jabbar Kasim |
|
| |
|
| Chief Executive |
|
| |
|
| Muhammad
Rashid Zahir |
|
| |
|
| Chairman |
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| |
|
| Islamabad
September 24, 2002 |
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| |
|
| Review Report to the
Members on Statement of |
|
| Compliance with Best
Practices of Code |
|
| of
Corporate Governance |
|
| |
|
| We
have reviewed the Statement of Compliance with the best practices
contained |
|
| in
the Code of Corproate Governance prepared by the Board of Directors of
Saudi |
|
| Pak
Leasing Company Limited to comply with the Listing Regulation No. 37 of
the |
|
| Karachi
Stock Exchange, Chapter XIII of the Lahore Stock Exchange and Chapter |
|
| XI
of the Islamabad Stock Exchange where the Company is listed. |
|
| |
|
| The
responsibility for compliance with the Code of Corporate Governance is
that |
|
| of
the Board of Directors of the Company. Our responsibility is to review, to
the |
|
| extent
where such compliance can be objectively verified, whether the Statement |
|
| of
Compliance reflects the status of the Company's compliance with the
provisions |
|
| of
the Code of Corporate Governance and report if it does not. A review is
limited |
|
| primarily
to inquiries of the Company personnel and review of various documents |
|
| prepared
by the Company to comply with the Code. |
|
| |
|
| As
part of our audit of the financial statements we are required to obtain
an |
|
| understanding
of the accounting and internal control systems sufficient to plan the |
|
| audit
and develop an effective audit approach. We have not carried out any
special |
|
| review
of the internal control system to enable us to express an opinion as to |
|
| whether
the Board's statement on internal control covers all controls and the |
|
| effectiveness
of such internal controls. |
|
| |
|
| Based
on our review nothing has come to our attention, which causes us to
believe |
|
| that
the Statement of Compliance does not appropriately reflect the Company's |
|
| compliance,
in all material respects, with the best practices contained in the Code |
|
| of
Corporate Governance as applicable to the Company for the year ended |
|
| June 30, 2002. |
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| |
|
| A.F. Ferguson & Co. |
|
| Chartered
Accountants |
|
| |
|
| Karachi |
|
| Dated:
September 25, 2002 |
|
| |
|
| Corporate
Governance |
|
| |
|
| Proper
books of account have been maintained by the company, and the |
|
| financial
statements, present fairly the state of affairs of the company, |
|
| the
result of its operations, cash flows and changes in equity. |
|
| |
|
| Appropriate
accounting policies have been consistently applied in |
|
| preparation
of financial statements and accounting estimates are based |
|
| on
reasonable and prudent judgment except for change as stated in note |
|
| 2.10
with which auditors have concurred. |
|
| |
|
| • International Accounting Standards, as
applicable in Pakistan, have been |
|
| followed
in preparation of financial statements and there is no departure. |
|
| |
|
| • The system of internal control is sound in
design and has been effectively |
|
| implemented
and monitored. There are no significant doubts upon the |
|
| company's
ability to continue as a going concern. |
|
| |
|
| • There has been no material departure from
the best practices of corporate |
|
| governance,
and the company fully subscribes to the requirements. |
|
| |
|
| Key
operating and financial rate of last six years has been summarized on page 6
of |
|
| this annual report. |
|
| |
|
| The
value of investments in provident and gratuity funds are Rs. 2.868 |
|
| million
and Rs. 2.332 million respectively as per the last audited accounts |
|
| for
provident fund and actuarial valuation report for gratuity fund. The |
|
| audit
of gratuity fund is in process. |
|
| |
|
| • There was no trading in company shares by
directors, chief executive, |
|
| chief
financial officers and company secretary and their spouses and |
|
| minor
children during the year. |
|
| |
|
| BALANCE
SHEET AS AT JUNE 30, 2002 |
|
| |
|
| |
Note |
2002 |
2001 |
|
| |
|
Rupees |
Rupees |
|
| SHARE
CAPITAL & RESERVES |
|
| Authorised capital |
|
| 40,000,000
(2001: 40,000,000) |
|
| ordinary
shares of Rs 10 each |
|
400,000,000 |
400,000,000 |
|
| Issued,
subscribed and paid-up capital |
|
3 |
220,000,000 |
220,000,000 |
|
| Reserves |
|
4 |
83,716,472 |
139,873,586 |
|
| Deficit
on revaluation of investments |
|
(11,254,398) |
- |
|
| Unappropriated
profit |
|
104,065 |
21,878 |
|
| |
292,566,139 |
359,895,464 |
|
| REDEEMABLE
CAPITAL |
|
5 |
501,251,649 |
334,626,473 |
|
| LONG-TERM
DEPOSITS |
|
6 |
207,078,116 |
234,719,590 |
|
| LONG-TERM
CERTIFICATES OF INVESTMENT |
7 |
949,390,369 |
922,093,201 |
|
| CURRENT
LIABILITIES |
|
|
|
| Current
maturity of redeemable capital |
|
5 |
318,208,697 |
213,946,655 |
|
| Current
maturity of long term deposits |
|
6 |
73,106,343 |
36,605,206 |
|
| Short-term
certificates of investment |
|
7 |
276,153,500 |
554,345,212 |
|
| Finances
under mark-up arrangements |
|
8 |
75,000,000 |
204,185,321 |
|
| Borrowings
from financial institutions |
|
9 |
40,000,000 |
- |
|
| Taxation: |
|
3,320,822 |
- |
|
| Creditors,
accrued and other liabilities |
|
10 |
69,863,285 |
74,217,537 |
|
| Dividend |
|
11 |
1,183,454 |
28,495,591 |
|
| |
856,836,101 |
1,111,795,522 |
|
| COMMITMENTS |
|
12 |
|
|
| |
2 |
807,122,374 |
2,963,130,250 |
|
| The annexed notes form an integral part of these account |
S. |
|
| |
|
| Statement of Compliance with
the Code |
|
| of
Corporate Governance |
|
| |
|
| The
Company is in the process of implementing the requirements of the Code
of |
|
| Corporate
Governance issued by the Securities and Exchange Commission of |
|
| Pakistan
and adopted by the Karachi Stock Exchange. The provisions of the Code, |
|
| relevant
for the year ended June 30, 2002 have been duly complied with by the |
|
| company. |
|
| |
|
| For and on behalf of the |
|
| Board of Directors |
|
| |
|
| Muhammad
Rashid Zahir |
|
| |
|
| Chairman |
|
| |
|
| Abdul Jabbar Kasim |
|
| |
|
| Chief Executive |
|
| |
|
| Islamabad
September 24, 2002 |
|
| |
|
| PROFIT AND LOSS ACCOUNT |
|
| for
the year ended June 30, 2002 |
|
| |
|
| |
Note |
2002 |
2001 |
|
| REVENUES |
|
|
Rupees |
Rupees |
|
| |
| Income
from finance lease operations |
|
21 |
276,618,304 |
292,903,905 |
|
| Income
from operating lease operations |
|
5,002,862 |
5,567,040 |
|
| Income
on investments |
|
22 |
103,716,145 |
77,510,184 |
|
| Other income |
|
23 |
5,189,304 |
9,395,017 |
|
| |
390,526,615 |
385,376,146 |
|
| EXPENSES |
|
|
|
| Financial
and other charges |
|
24 |
326,991,727 |
308,211,575 |
|
|