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ATLAS LEASE LIMITED
ANNUAL REPORT 1997
Constantly endeavour
to contribute towards
economic development
of the Country. Lead
the industry by
providing quality
service to customers
and ensure continuous
growth in the
shareholders' value
through a youthful goal
oriented team.
CONTENTS
Corporate Data
Notice of Meeting
Directors' Report
Chairman's Review
Pattern of Shareholding
Financial Highlights
Graphic Presentation
Auditors' Report
Balance Sheet
Profit and Loss Account
Cash Flow Statement
Notes to the Accounts
Atlas Group Companies
CORPORATE DATA
BOARD OF DIRECTORS:
CHAIRMAN
Mr. Yusuf H. Shirazi
CHIEF EXECUTIVE
Mr. Khaleeq-ur-Rahman Khan
MEMBERS
Mr. A.K.M. Sayeed
Mr. Iftikhar H. Shirazi
Mr. Kenichi Nakagawa
Mr. Razi-ur-Rahman Khan
Mr. Sanaullah Qureshi
Mr. Toshiki Miyazaki
COMPANY SECRETARY
Mr. Muhammad Rafique Umer
GROUP EXECUTIVE COMMITTEE:
CHAIRMAN
Mr. Yusuf H. Shirazi
MEMBERS
Mr. Jawaid Iqbal Ahmed
Mr. Frahim Ali Khan
Mr. Iftikhar H. Shirazi
Mr. Aamir H. Shirazi
Mr. Saquib H. Shirazi
SECRETARY
Mr. Amjad Hussain
GROUP PERSONNEL COMMITTEE:
CHAIRMAN
Mr. Yusuf H. Shirazi
GROUP AUDIT COMMITTEE:
CHAIRMAN
Mr. Sanaullah Qureshi
AUDITORS:
Ford, Rhodes, Robson, Morrow
Chartered Accountants
LEGAL ADVISORS:
Mohsin Tayebaly & Co.
BANKERS & LENDING INSTITUTIONS:
BANKERS:
ABN AMRO Bank
Allied Bank of Pakistan Limited
ANZ Grindlays Bank plc
Askari Commercial Bank Limited
Faysal Bank Limited
Habib Bank AG Zurich
Habib Bank Limited
Standard Chartered Bank
The Bank of Tokyo-Mitsubishi, Limited
The Hongkong and Shanghai Banking Corporation
United Bank Limited
LENDING INSTITUTIONS:
AI-Faysal Investment Bank Ltd.
Asian Development Bank (ADB)
Commonwealth Development Corporation (CDC)
First International Investment Bank Ltd.
German Investment and Development Company (DEG)
International Finance Corporation (IFC)
National Discounting Services Ltd.
Netherlands Development Finance Company (FMO)
Pakistan Kuwait Inv. Co. (Pvt.) Ltd.
Saudi Pak Industrial & Agricultural Inv. Co. (Pvt.) Ltd.
REGISTERED OFFICE & HEAD OFFICE '
Federation House, Sharae Firdousi,
Clifton, Karachi - 75600
Tel: (92-21) 5866817 - 20, 5866919 - 20 Fax: 5870543
E-mail: all @atlasgrouppk.com                                                                  ~'-~J
atlasl @ paknet3.ptc.pk
BRANCH OFFICES:
LAHORE OFFICE:
1st Floor, Emirates Bank Building,
14 - Egerton Road, Lahore                                                                        ~, ,
Tel: (92-42) 6366170 - 74,6364941 Fax: 6365058
ISLAMABAD OFFICE:
2nd Floor, Saudi Pak Tower,
Blue Area, Islamabad
Tel: (92-51) 824906, 824909 Fax: 821377
NOTICE OF MEETING
Notice is hereby given that the Tenth Annual General Meeting of the members of ATLAS LEASE
LIMITED will be held on Thursday the November 20, 1997 at 11.00 a.m. at Registered Office of the
Company at Federation House, Sharae Firdousi, Clifton, Karachi to transact the following
business:
ORDINARY BUSINESS:
1. To confirm the Minutes of the last Extra-ordinary General Meeting held on April 29, 1997.
2. To receive, consider and adopt the Audited Accounts of the Company for the year ended
June 30, 1997 together with the Directors' and Auditors' Report thereon.
3. To appoint Auditors and fix their remuneration for the year 1997-98. The retiring Auditors
M/s. Ford, Rhodes, Robson, Morrow, Chartered Accountants, being eligible, offer them-
selves for reappointment.
SPECIAL BUSINESS:
4. To approve the remuneration of the Chief Executive and the working Director.
OTHER BUSINESS:
5. To transact any other business as may be placed before the meeting with the permission of
the Chair.
A statement under section 160 of the Companies Ordinance, 1984 pertaining to the Special
Business referred to above is annexed to this Notice of Meeting.
NOTES:
i) The Register of Members of the Company will remain closed from 14/11/1997 to
20/11/1997 (both days inclusive).
ii) A member entitled to attend and vote at this meeting may appoint another member as his /
her proxy to attend and vote on his / her behalf. The instrument appointing a Proxy and the
power of attorney or other authority under which it is signed or a notarially certified copy of
the power of authority must be received at the Registered Office of the company duly
stamped, signed and witnessed not later than 48 hours before the meeting. A form of Proxy
is enclosed.
iii) Members are requested to notify any change in their addresses immediately.
STATEMENT UNDER SECTION 160 OF THE COMPANIES ORDINANCE,1984
This statement sets out the material facts concerning the Special Business to be transacted at the
Tenth Annual General Meeting of Atlas Lease Limited to be held on November 20, 1997.
Approval of the shareholders will be sought for the remuneration payable to the Chief Executive
and working Director in accordance with their terms and conditions of service. For this purpose, it
is intended to pass following resolution as an Ordinary Resolution, namely ·
RESOLVED
"that the Company hereby authorises the holding of offices of profit and payment as remuneration
to Mr. Khaleeq-ur-Rahman Khan, Chief Executive and Mr. Iftikhar H. Shirazi, working Director, not
exceeding in the aggregate Rs.4.0 million per annum for the year ending June 30, 1998 together
with other benefits as per Company policy."
The Chief Executive and the working Director are interested in the remuneration payable to them.
DIRECTORS' REPORT
The Directors have pleasure in submitting Annual Report of the Company together with the
Audited Accounts and the Auditors' Report thereon for the year ended June 30, 1997.
Financial Results: 1997 1 996
Rupees Rupees
---------- ----------
Net profit for the year after charging all
expenses and doubtful debts 17,722,779 41,733,087
Previous profit brought forward 35,731 81,234
---------- ----------
Profit available for appropriation 17,758,510 41,81 4,321
Appropriations: ---------- ----------
Transfer to Statutory Reserve 3,544,556 -
Transfer to General Reserve 10,000,000 26,000,000
Cash dividend - 15,778,590
---------- ----------
13,544,556 41,778,590
---------- ----------
Unappropriated profit carried forward 4,213,954 35,731
========== ==========
Chairman's Review:
The accompanying Chairman's Review deals with the performance of the Company during the
year and future outlook. The Directors of the Company endorse the contents of the review.
Pattern of Shareholding:
The pattern of shareholding of the Company is annexed.
Auditors
The present Auditors Messrs. Ford, Rhodes, Robson, Morrow, Chartered Accountants retire and
being eligible offer themselves for reappointment.
CHAIRMAN'S REVIEW
I have the pleasure to present the 10th Annual January and February 1997. The Karachi Stock
Report of your Company for the year ended Exchange-100 index which was 1703 at the
June 30, 1997. start of the year dropped to 1565 during the
During the year under review, your company
made net profit after tax of Rs.17.72 million as THE GROUP PERFORMANCE
compared to Rs.41.73 million last year. The The Atlas Group, of which your company is a
fall in profit was mainly due to a disputed extra constituent member, relies on intellectual
ordinarychargeofRs.19.92millionbytheState capital. Harmonizing human capital, owners
Bank of Pakistan relating to Foreign Exchange capital and market capital i.e. the Group image
Cover Fee payment. at the government, business and international
levels - remaining within the bounds of law,
is our
THE ECONOMY entrepreneural brand equity.
The country's economy did not fare well. The
GDP growth rate declined to 3.1% from 4.6%
of the last year. In Agriculture sector, it was The Atlas Group is a diversified group dealing
down to 0.7% compared to 5.3% of the previous in engineering, financial services, trading, office
year. The growth rate in manufacturing sector equipment and information technology. It
fell down to 1.8% against 4.4% of the last year. consists of seven public limited companies
The large scale manufacturing registered a quoted on the stock exchanges in Pakistan and
decline of1.4%. Heavier taxation, higher costs six private limited companies. Atlas
of raw materials, loans and utilities were the shareholders equity has grown to Rs. 2 billion
main reasons, which impeded the growth of over the years; assets have increased to over
the industrial sector. Rs. 8 billion; personnel strength is over 2500 ':
and sales have crossed the Rs. 8 billion mark.
Despite imposition of additional taxes of
Rs.40.8 billion in the budget 1996-97 and The group paid taxes of Rs. 2.4 billion being
further Rs.13.0 billion through another 30% of the total turnover and your company's
package announced in October 1996, the fiscal share of Rs.5.11 million being 2% of its total
deficit widened to 6.2% of GDP as against revenue.
budgeted target of 4.0%. The high deficit
financing at 6.3% had corresponding The total Paid-up capital of 7 listed companies
inflationary impact of 11.6%. As a result the stood at Rs. 855 million and free reserves and
Balance of Payment came under pressure surplus at Rs. 903 million: the total equity in
during the year. The exports decreased by listed companies was at Rs. 1,758 million. The
5.4%, imports decreased at 1.47% and the Break-up Value per Rs.10/- worked out to Rs.
trade deficit increased to $3.37 billion. High 20.56. Out of these 7 companies, two
rates of interest-upto 23%, kept the economy companies have been rated 'A+' and three 'A'
depressed. by the credit rating and other evaluating
agencies. Your company is among the 'A' rated
companies. Your company is also among the
The slowdown of the economy was also top 6 leasing companies and ranked 1.6 amon9
reflected in the quantum index numbers for 205 financial companies (out of total 782
import of machinery and transport equipment. companies) listed on the Karachi Stock
In the first three quarters of 1995-96, the index Exchange.
numbers were 344.5, 206.6 and 247.3 for the
respective quarters. These figures were The seven companies, set up at different times
drastically down for 1996-97 and stood at - the earliest in 1963 with a paid up capital of
191.1, 186.4 and 146.5 respectively. The Rs. 2.0 million and the latest in 1993 with a
general wholesale price index and the general paid up capital of Rs. 400.0 million - have paid
consumer price index kept rising and stood at cash dividend of Rs. 244.28 million and bonus
207.76 and 196.96 respectively (base: 1990- at Rs. 166.55 million (market value Rs. 404.43
91=100). The equity market remained million) against the paid-up capital of
depressed with short lived spurts during Rs.855.15 million upto the year under review.
Your company was set up in 1989 with a paid the market penetration at a low level. The credit
up capital of Rs. 20.00 million which has grown risk is a necessary element in the leasing
to Rs. 105.19 million. The total equity is at Rs. business. It can not be avoided. But a lot of
213.77 million which includes reserves and hastle, time and money, can be saved which is
unappropriated profit of Rs. 108.58 million. spent on follow up of recovery, re-structuring
During this period, your company made right and re-scheduling leases, and finally ending
issues at par of Rs. 30.00 million in 1990 and up in unnecessary time spent and loss of
Rs. 33.27 million in 1995. It has paid dividend money in the courts. If our court procedures
of Rs. 38.98 million and bonus Rs. 16.55million are improved and recovery is made speedy
(market value Rs. 43.03 million) against the through the courts of law, it will help the industry
shareholders' investment of Rs. 94.46 million. a lot. If, for example, it is made mandatory/for
lessors and lessees that the lessors will receive
THE LEASING INDUSTRY cheques from the lessees in advance for the
Presently 32 Leasing Companies having a total entire lease rentals and the bouncing of
paid-up capital of Rs.4.3 billion (equity Rs. 6.9    cheques will be treated as a criminal offence
billion), are operating in the country. Besides,  and the punishment awarded within a fortnight
there are over 34 Modarabas having a total on the evidence of the bounced cheque, the
paid-up capital of Rs. 5.97 billion (equity defaults will tremendously go down.
Rs. 6.59 billion), 15 investment banks having a The industry is also facing the problem of
total paid-up capital of Rs. 3.15 billion (equity double taxation on sale and leaseback
Rs. 4.55 billion) and 14 Commercial Banks  transactions and with-holding tax. This needs
having a total paid-up capita! of Rs. 8.25 billion an early redressal.
(equity Rs. 14.81 billion), which are also
engaged in leasing business directly or THE COMPANY'S RESULTS
indirectly. The total outstanding lease portfolio
amounts to Rs.20 billion. The market During-the year under review, your
penetration is still only 7% which is low. The company disbursed new leases of Rs.587.04
two main limiting factors, i.e. non-availability of million. Net investment in lease finance thus
funds and rising risk of defaults, are keeping increased from Rs.1,659.58 million in June
1996 to Rs.1,849.13 million in June 1997, up Similarly the loan of US$ 10.0 million
11.42%. The lease portfolio comprised of sanctioned by ADB was also. fully drawn in the
62.70% in machinery, 34.37% in vehicles and second half. Additional financial arrangements
2.93% in office equipment. The sectoral of Rs.115.0 million in the form of Demand/Term
exposure at the end of the year stood fairly Finances, Morabaha, Promissory Discount
diversified, comprising of 15.10% investment Notes and enhancement of Running Finance
in textile, 12.84% in chemical, fertilizer & facilities have been negotiated with different
pharmaceuticals, 9.78% in cement, 8.58% in financial institutions locally. These funds
steel, engineering & automobiles, 7.41% in would be available in the current year. Other
food, tobacco & beverages and 6.94% in areas of resource mobilization are also being
electrical & electronic goods. considered.
The revenue for the year under review at HUMAN RESOURCE
Rs.324.71 million, was 13.6% higher than Investment in people and human resource
Rs.285.87 million in the previous year. The development in the Atlas Group is a continuous
financial charges at Rs.242.42 million were process. We send people for higher education
20.6% higher than Rs.200.95 million in the and training to such institutions as Harvard
previous year. The administrative expenses Business School, Stanford, The Wharton
rose by 5.7% from Rs.28.57 million to Rs.30.22 School of Finance and Economics, INSEAD,
million. The profit before tax and extra ordinary Claremont, IMD, Notre Dame, Eton College,
charge by State Bank of Pakistan stood at IBA, LUMS, PIM, etc. All the members of our
Rs.44.56 million compared with Rs.43.18 senior management team have had exposure
million of tile previous year. During the year to such institutions. The others have had
the State Bank of Pakistan charged Rs.19.92 exposure to various other institutions of related
million for late payment of Exchange Risk field of interest and technology in and outside
Cover Fee in connection with the loans the country.
registered-under the Exchange Risk Coverage
Scheme. Although the company was paying The group manpower includes 152 employees
excess amount at the time of loan installment with service of over 25 years, 232 with over 20
remittance which was accumulating with the years, 575 with over 15 years, and .753 with
State Bank of Pakistan, and infact the State over 10 years service. Among them, 153 are
Bank of Pakistan had made a refund after post graduates, 493 graduates and the rest
deducting the Exchange Cover Fee and the diploma holders, intermediates, matriculates
additional charge of Rs.19.92 million, yet the and skilled workers. Group employees turnover
payment was considered late. The matter is is around 5%.
being followed up at appropriate level to seek
redressal. Thus, after providing for tax and the Your company started with a staff of 6 persons
extra ordinary charge by the State Bank of in 1989. The number has now increased to 49
Pakistan, the net profit stood at Rs.17.72 million persons by June 30, 1997. As a policy the
as compared with Rs.41.73 million last year. number of staff is maintained at a low level with
The profit situation would have been better but emphasis on employing well-qualified and
for the extra ordinary charge as explained skilled persons. Presently, the staff include 1
above. Chartered Accountant, 8 MBAs, 8 Post-
graduates and 21 Graduates.
FUNDING
Your company had two approved foreign CHANGE IN THE BOARD OF DIRECTORS
currency credit lines in hand. Out of the Mr. H. Sasaki, on relinquishing charge as the
approved loan of NLG 10.0 million (equivalent Deputy General Manager of The Bank of Tokyo-
to US$ 5.8 million) from Netherlands Mitsubishi Ltd, Karachi was replaced by Mr. T.
Development Finance Company (FMO), the Miyazaki on December 21, 1996. May I place
first tranche of US$ 3.0 million was drawn in on record appreciation for the contribution
the first half of the year under review, whereas made by Mr. Sasaki and welcome Mr. Miyazaki
the second tranche of US$ 2.8 million was on the Board and look forward to his support in
drawn in the beginning of the second half. managing the affairs of your Company.
FUTURE OUTLOOK strategies in place and your company is fully
The economy of the country is showing signs geared to take advantage of improved situation.
of improvement due to steps being taken by
the Government to reinvigorate the business There is none of the despairs:
sector and improve the investment climate in there are hopes - hopes, full of bright future.
the country. The steps to bring interest rates Limited
down and increase liquidity in the money market
will also help. The Government has announced ACKNOWLEDGMENTS
packages for different sectors of business to I would like to thank the Bank of Tokyo-
provide tax relief as well as an environment Mitsubishi and the NIT for their advice and
which is friendly to business growth. In view of guidance provided to the management of your
these measures, the economy should pick up Company. Thanks are also due to the financial
soon. institutions for their help and support and all
the clients for reposing confidence in your
On the other hand, our efforts to improve company. I also thank the Group Executive
productivity, credit evaluation, close monitoring Committee and the Chief Executive and his
of the portfolio, strengthening research & team and all the staff members for their devotion
development base, exploring cheaper sources and hard work.
of funds, controlling operating expenses, and
developing staff's level of competence are the
PATTERN OF SHAREHOLDING
AS AT JUNE 30, 1997
---------- ---------- ---------- ---------- ----------
Number of Shareholding Total
Shareholders From      To Shares Held
---------- ---------- ---------- ---------- ----------
28 1 - 100 1,520
34 101 - 500 8,817
27 501 - 1,000 22,824
64 1,001 - 5,000 156,048
4 5,001 - 10,000 37,915
4 10,001 - 15,000 45,270
2 15,001 - 20,000 36,800
1 20,001 - 25,000 22,959
1 25,001 - 30,000 28,749
2 50,001 - 55,000 107,406
1 95,001 - 100,000 99,825
2 150,001 - 155,000 305,878
1 175,001 - 180,000 175,125
1 215,001 - 220,000 220,000
1 265,001 - 270,000 267,043
1 275,001 - 280,000 280,000
1 295,001 - 300,000 300,000
1 380,001 - 385,000 382,000
1 440,001 - 445,000 442,557
1 500,001 - 505,000 502,461
1 535,001 - 540,000 536,560
4 840,001 - 845,000 3,364,083
1 885,001 - 890,000 888,442
1 2,285,001 - 2,290,000 2,286,778
---------- ---------- ---------- ---------- ----------
185 TOTAL 10,519,060
---------- ---------- ---------- ---------- ----------
 The slabs representing NIL holding have been omitted.
---------- ---------- ---------- ---------- ----------
Categories of Number of Number of Percentage of
Shareholders Shareholders Shares held Shares held
---------- ---------- ---------- ---------- ----------
1. Individuals 164 5,189,975 49.34
2. Investment Companies 4 766,504 7.29
3. Insurance Companies 1 28,749 0.27
4. Joint Stock Companies 9 99,489 0.95
5. Financial Institutions 3 2,555,083 24.29