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FIRST CAPITAL SECURITIES CORPORATION LIMITED
ANNUAL REPORT 1996
FIRST CAPITAL SECURITIES CORPORATION LIMITED
FIRST CAPITAL INVESTMENTS (PRIVATE) LIMITED
FIRST CAPITAL H. G. ASIA (PRIVATE) LIMITED
WORLD CALL LIMITED
CONTENTS
First Capital Securities Corporation Limited
(An alliance of local & foreign expertise)
Financial Statements of First Capital Securities Corporation Limited
Company information
Notice of Annual General Meeting
Chairman's Review
Auditors' Report
Annual Accounts
Pattern of Share holding of First Capital Securities Corporation Limited
Statement and report under sub section (1) (e), (f) & (g) of section 237 of Companies
Ordinance 1984
Financial Statements of First Capital Investments (Private) Limited
Auditors' Report
Annual Accounts
Financial Statements of First Capital H G Asia (Private) Limited
Auditors' Report
Annual Accounts
Financial Statements of World Call Limited
Auditors' Report
Annual Accounts
FIRST CAPITAL SECURITIES CORPORATION LIMITED
(An Alliance of Local and Foreign Expertise)
First Capital Securities Corporation Limited (FCSC), the largest securities house in Pakistan with a
paid-up capital of Rs. 194 million, was formed by a group of reputable foreign and local sponsors in
1994. HG Asia, a leading research and brokerage house in Asia and a subsidiary of ABN AMRO Bank
has an equity stake of 40% in FCSC.
Local sponsors include institutions such as Muslim Commercial Bank Limited, First Leasing
Corporation Limited, Saudi Pak Industrial & Agricultural Investment Co. (Private) Limited, A1-Faysal
Investment Bank Limited, Allied Bank Limited, A1-Towfeek Investment Bank Limited and Capital
Market Consultants (Private) Limited.
FCSC has entered into collaboration with ABN AMRO HG Asia, the Asian merchant banking arm of
the ABN AMRO group, to pursue corporate finance opportunities in Pakistan. The strategy of forming
collaborations with renowned international financial institutions has positioned FCSC to effectively
meet the needs of local and foreign clients. FCSC can provide its domestic private and public sector
clients access to international markets. At the same time, FCSC's international clients continue to
benefit from the company's expertise and experience in the Pakistani market.
MAJOR INSTITUTIONAL SHAREHOLDERS
HG Asia Limited (A member of ABN AMRO Hoare Govett group)
HG Asia (formerly Hoare Govett) is a full service brokerage house specialising in Asian equity markets.
HG Asia distribution network includes sales offices in London, Paris, New York and major Asian
capital markets.
John Govett & Co. Limited
John Govett & Co. is an international asset management company with over USS 8.5 billion under
management.
Muslim Commercial Bank Limited (MCB)
MCB is Pakistan's largest commercial bank in the private sector with an asset base of Rs. 120 billion
with 1321 branches.
First Leasing Corporation Limited (FLCL)
FLCL was incorporated in 1991 as a public limited company with International Finance Corporation
sponsorship.
Saudi Pak Industrial & Agricultural Investment Co. (Private) Limited
Saudi Pak is a joint venture between the governments of Saudi Arabia and Pakistan. It promotes
industrial development in Pakistan through equity and debt financing.
Al- Faysal Investment Bank Limited (AFIBL)
AFIBL is owned by the Geneva-based group Darul Mal A1 Islami (DMI) with an asset base of Rs. 10
billion.
Allied Bank Limited
ABL is the second largest bank in the private sector with a branch network of 750 locally and
internationally.
AI-Towfeek Investment Bank Limited
A member of the Dallah A1-Baraka group whose banking and finance operations extend to 33 countries
with cumulative assets of over USS 5 billion.
Capital Market Consultants (CMC)
CMC is an investment advisory company specialising in portfolio management.
PRIMARY ACTIVITIES                                                              ~~
· Corporate Finance
FCSC's collaboration with ABN AMRO HG Asia (AAHG) covers opportunities for all equity
mandates originating in Pakistan including initial public offerings or private placements,
privatisation, mergers and acquisitions, investments, divestitures, joint ventures with Government
of Pakistan owned companies and corporate restructuring for both private and public sector clients.
For all equity capital market transactions requiring an international private or public placement,
there is a co-operation agreement between ABN AMRO and NM Rothschild. These transactions
would be handled under the name of ABN AMRO Rothschild. This agreement also encompasses
all Pakistan equity capital market transactions and as such FCSC will undertake these transactions
jointly with AAHG and Rothschild.
During the limited time of its existence, FCSC's corporate finance department has established a
strong presence by providing advisory services to high quality companies like Sui Northern Gas
Pipelines Ltd., National Highway Authority, National Bank of Pakistan, etc. It is also active in the
growing fixed income market and is co-advising National Bank of Pakistan for issuing a Rs. 1.0
billion bond. Focus in the fixed income market is towards the primary market involving pre-IPO
placements.
FCSC has been successful in placement of over USS 20 million of primary equity. Access to
international network coupled with strong domestic presence gives it a competitive advantage 'in
successful placements to foreign and local institutions. The company's performance in managing
lead issues to date is as follows:
Issue, Lead Managed by FCSC (As on Sept. 30, 1996)
Sector Share Capital IPO Size Times Subscribed (x)
(Rs. Million (Rs. million)
Insurance 190 93.70 12
Leasing 250 112.50 1.04
Mutual Funds 150 68.60 1.10
Fuel & Energy 163 98.00 4.00
Miscellaneous 271.60 137.80 5.74
---------- ---------- ---------- ---------- ----------
Total 1,024.60 510.60
---------- ---------- ---------- ---------- ----------
· Direct Investments
FCSC's direct investment business relating to managing its own portfolio complements its advisory
activities regarding companies' equity and debt offerings. FCSC's direct investment strategy is to
realise capital gains by making short to medium-term investments in companies at, or prior to, their
initial public offerings.
· Brokerage
Equity
FCSC provides a wide range of capital market services to local and foreign institutional clients
such as mutual funds and trusts, insurance companies, fired managers, and select individual
accounts. Membership of the Karachi and Lahore Stock Exchanges makes it possible to provide
these services on a country-wide basis. FCSC has invested heavily in technology and systems to
ensure that clients will be provided with research and economic analysis illustrating latest market
trends.
Fixed Income Securities
An independent money market desk is actively involved as a broker in the inter bank market. FCSC
also trades public debt instruments issued by the Government of Pakistan - T-Bills, short term
Federal Bonds, and Federal Investment Bonds. The department provides a full range of services
such as arrangement/placement of funds under repurchase and reverse repurchase agreements,.
security lending and borrowing, arrangement of funds under call & dollar/rupee swaps, and clean
placement of funds in certificates of investment & fund management schemes.
The money market desk is licensed by Fund Managers Association as an approved broker for the
players in the money market including foreign banks, government banks, private commercial and
investment banks, development finance institutions, non-bank financial institutions, leasing
companies, big corporate, and pension funds in Karachi, Lahore, and Islamabad.
Fixed income securities market, still in its infancy but with tremendous growth potential, is also
handled by the money market desk. The money market desk's active role in the secondary market
is an extension of corporate finance department's focus in the primary market.
EMPLOYEES: The Key to Success
The achievements oŁ FCSC and its employees during its initial two years of operations have been
commendable. A cornerstone of FCSC's success has been the quality of its human resource working in
a corporate environment of teamwork and partnership, ethics and integrity, innovation and leadership,
international focus and ever changing business goals. FCSC's human resource system oŁ compensation,
organisation, and employee development aims to fulfil the aspirations oŁ its employees. Formal training
programs are an important aspect of employee development. Employees are encouraged to enrol in
various training programs to improve their technical, functional and managerial skills.
FCSC recruits graduates from prestigious foreign and local universities. Its team of professionals
includes Chartered Accountants, MBAs and post-graduates in finance and economics. They bring with
them rich experience in investment banking, economics and financial analysis. FCSC recognises the
quality of its employees as its biggest asset and the best long term investment. It places great emphasis
on hiring and maintaining high quality personnel which has been a primary ingredient of its success.
GROUP COMPANIES
First Capital Securities
Corporation Limited
First Capital Investments First Capital H. G. Asia World Call Limited
(Private) Limited (Private) Limited
First Capital Mutual
Fund Limited
First Capital Investments (Private) Limited (FCIL)
The company has been registered as Investment Advisors under Investment Companies and Investment
Advisor's rules 1971 and are Investment Advisors to First Capital Mutual Fund Limited
First Capital H. G. Asia (Private) Limited (FCHG)
FCSC and HG Asia have formed a jointly owned company, First Capital HG Asia (Private) Ltd. which
carries out investment analysis of the domestic financial markets. FCSC contributes the local market
expertise while I-IG Asia furnishes the latest technology and training facilities for the personnel of the
company. Furthermore, association with HG Asia provides an international network to ensure global
distribution of information.
First Capital HG Asia maintains a constant database of more than 700 companies listed on the Karachi
Stock Exchange in terms of price, volume, growth rates, earnings per share, payout performance, price
earnings ratio and return on equity etc. During last year, First Capital HG Asia published reports on
sectors including electrical cables, tobacco, paper & board, synthetic & rayon, auto & allied, leasing,
cement, fuel & energy, textile, telecom, food & allied, sugar & allied, investment banks & companies,
insurance and fertiliser.
World Call Limited (WCL)
The company is a unlisted public limited company with a main objective of implementing, owing and
operating a nation wide card operated phone network in Pakistan. The company has plans to install at
least 1000 pay phones in the financial year 1997. World Call Limited intends to install 5000 phones in a
period of four years.
First Capital Mutual Fund Limited (FCMF)
Mutual funds act as a backbone for the development and sustenance of capital markets. First Capital
Mutual Fund was launched in March 1995, with a paid up capital of Rs. 150 million. It is expected to
outperform other mutual funds in the long run because majority of the investments were made, at low
multiples, in high growth infrastructure sectors such as fuel & energy, telecom, etc.
FIRST CAPITAL SECURITIES
CORPORATION LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
3O JUNE 1996
FIRST CAPITAL SECURITIES CORPORATION LIMITED
COMPANY INFORMATION
Board of Directors Mr. Salmaan Taseer,
Chairman & CEO
Mr. Tim Kilpatrick
Mian Jehangir Elahi
Mr. Abdul Waheed Alavi
Mr. Bashir A. Sheikh
Mr. Mohsin Mehdi
Mr. Rashid Zahir
Ms. Sara Taseer
Company Secretary Mr. Zahid Zia
Auditors Ford, Rhodes, Robson, Morrow
Chartered Accountants
Lahore.
Legal Advisors M/s Chima & Ibrahim
Advocates
Lahore.
Bankers Muslim Commercial Bank Ltd.
Prime Commercial Bank Ltd.
Emirates Bank International Ltd.
Crescent Investment Bank Ltd.
ANZ Grindlays Bank Ltd.
Share Department First Capital Securities Corporation Limited
Ground Floor,
Sheikh Sultan Trust Building No. 2
Beaumont Road,
Karachi.
Registered Office 103 C II, Gulberg III
Lahore.
Phone Nos. (9242) 575 7591-94
Fax No. (9242) 575 7590
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that 3rd Annual General Meeting of First Capital Securities Corporation Limited will be held at
103-C/II, Gulberg-III, Lahore, on Thursday, 27 February 1997 at 10:30 a.m. for transacting the following business:-
Ordinary Business:
1. To confirm the minutes of the 2nd Annual General Meeting held on 12 March 1996.
2. To receive, consider and adopt the Accounts of the Company for the year ended June 30, 1996 together with
the reports of Chairman and Auditor' s.
3. To appoint Auditors for the year ended 30 June 1997 and fix their remuneration.
4. To approve final dividend at the rate of Rs.2/- per share (Rupee two per share) inclusive of interim dividend
Re. 1/- per share (already paid) for the year ended 30 June 1996 as recommend by Directors.
Special Business:
To Consider and if deem fit, pass the following resolution as Special Resolution with or without
amendments that, the Chief Executive be and is hereby authorized to undertake:
* an investment in World Call Limited up to Rs.10 million (divided intol,000,000 shares of Rs.10/-
each).
* an investment in First Capital HG Asia (Private) Limited up to Rs.l.5 million (divided into 150,000
shares of Rs. 10/- each).
and dis-invest at appropriate times (if necessary).
2. Any other business with the permission of Chair.
Statement u/s 208 of the Companies Ordinance 1984:
World Call Limited.
The Company was incorporated on 14 December 1995. The main objective of the company is to design, development
and implementation of telephone service, pay phone service, cellular phone service, radio service and all associated
computer and communication services subject to any permission as required under the law.
First Capital H G Asia (Private) Limited.
The Company was incorporated on December 26, 1995. The main objective of the company is to act as professional,
financial, investment and technical consultants and advisors to individuals, undertakings, companies, mutual funds,
financial institutions and government corporations.
Notes:
1. The Memorandum and Articles of Association of World Call Limited and First Capital H G Asia (Private)
Limited have been kept at 103 C-II, Gulberg - III Lahore, a principal office of the company and can be inspected
from 10:00 am to 1.00 p.m. on all working days up to 21 February 1997.
2. Share Transfer Books of the Company will remain closed from 21 February 1997 to 27 February 1997 (both days
inclusive).
3. 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. Proxies, in order to be effective must be received by the Company not less than 48 hours
before the meeting.
4. Members are requested to notify any change in address immediately.
CHAIRMAN'S REVIEW
It gives me great pleasure to present to you third year's audited accounts of First Capital Securities
Corporation Limited (FCSC). FCSC is the largest securities house in Pakistan in terms of paid-up capital
which is owned by well reputed organisations; ABN AMRO H G Asia and John Govett; besides prominent
local institutional and individual sponsors.
FCSC during the year has entered into a
Collaboration Agreement with ABN
AMRO HG Asia, the investment banking
arm of ABN AMRO group, for financial
advisory business in Pakistan. ABN
AMRO is the sixth largest non Japanese
bank in the world, with assets of about US
$ 400 billion and funds under management
of US $ 50 billion. It has been active in
Asia since 1824, and now has 90 offices
throughout the region. World-wide, it has
more than 1700 branches in 67 countries,
employing 62,000 professionals. H.G.
Asia group is one of the most highly
regarded securities house specialising in
the markets of Asia, where it has a
presence since 1972. The group has
offices in 15 countries and direct access to
13 stock exchanges.
The Collaboration Agreement will complement the strength of FCSC in the area of financial advisory and
distribution owing to the experience and international network of ABN AMRO HG Asia
During the year 1995-96 rising inflation, fiscal deficits and falling exchange rate against US Dollar resulted
in a sharp down fall of the stock market in Pakistan. Consequently, foreign investment, both direct and
portfolio, reduced drastically during the year making it virtually impossible for new projects in the country
to raise funds from the stock markets. The year has been particularly difficult on corporate finance advisory
business which is dependent on the health of the stock market.
The privatisation program being undertaken by the Government also showed slow progress and only a
limited number of expressions of interest for financial advisory were invited during the year. Moreover, the
decisions to award mandates to selected / short listed financial institutions are still pending. The recent
change of government has added to the uncertainty prevailing in the country.
Asiamoney in its October 1996 issue has ranked FCSC's back office operations and overall
performance, i.e., research, sales and back office performance together as number one and third
respectively in Asia Pacific Region. This ranking is based on survey of 450 international fund
mangers. The Asiamoney survey is widely accepted to be the most thoroughly researched and
credible poll on the performance of brokerage houses operating in Asian emerging markets.
FINANCIAL RESULTS
The financial results of FCSC for the year ended 30 June 1996 are very encouraging as the company has
earned after tax profits of Rs. 42.65 million. This is after providing Rs. 5.70 million for diminution in the
value of short term investments which in our opinion will be reversed in the current year. The results for the
year ended 30 June 1996 are summarised as follows:
(Rs. in million)
1996 1995 Increase/
(decrease)
%
Operating revenue        83.09 83.79 (0.84)
Operating expenses (30.73) (21.74) 41.33
Operating profit 52.35 62.04 (15.61)
Financial expenses (2.97) (1.08) 174.33
Net operating profit 49.38 60.96 (18.99)
Other revenues 1.56 4.01 (61.18)
50.94 64.97 (21.60)
Provision for diminution in the value of investments (5.70) 0.00 100.00
Net profit before taxation 45.24 64.97 (30.37)
Taxation (2.59) (4.80) (46.02)
Profit after taxation 42.65 60.17 (29.12)
Unappropriated profit brought forward 21.37 0.00 100.00
----------- ----------- -----------
64.02 60.17 6.40
========== ========== ==========
Appropriations
Interim dividend- 10% cash (1995: 20% inspecie) 19.40 38.80 (50.00)
Final dividend - 10% cash 19.40 0.00 100.00
38.80 38.80 0.00
Unappropriated profit carried forward 25.22 21.37 18.01
----------- ----------- -----------
64.02 60.17 6.40
========== ========== ==========
Despite of adverse capital market conditions and uncertainty prevailing in the market, F, CSC has managed
to sustain its operating revenues which remained on Rs. 83.0 million level. However, the increase of
41.33% in operating expenses is because the operating expense for the year ended 30 June 1995 represents
only nine months, in fact the true increase in operating expenses on proportionate basis works out to be
only Rs. 1.74 million. It means we have succeeded to curtail our expense level if we account for inflation.
Dividend
The board has recommended to give cash dividend ~ Rs. 2/- per share, inclusive of interim cash dividend
@ Re. 1/- per share (already paid) for the year ended 30 June 1996.
FUTURE OUT LOOK
Despite the prevailing adverse market conditions, the company has been able to win a steady stream of
mandates from both public and private sector institutions covering a wide variety of advisory services.
Some of our ongoing projects include:
Privatisation:
1. Joint Financial Advisors to Privatisation Commission, GOP for the privatisation of Sui Northern Gas
Pipelines Limited.
2. Among the three short listed financial advisors for the privatisation of a Nationalised Commercial
Bank.
Debt:
1. Private Placement of Rs. 1.0 billion for public sector utility company.
2. Joint Advisors to National Bank of Pakistan for Rs 1.0 billion TFC Issue.
Equity:
1. Advisors to a captive power plant company for placement and public issue of equity.
2. Advisors to telecom company for placement and public issue of equity worth Rs226 million.
Advisory:
1. Advisors to a hydel independent power project.
Additionally, there are number of projects for which we have received mandates but are currently on hold
given the uncertain political & economic conditions. We believe that the imminent turnaround in the
economic situation will lead to a re-activation of these mandates.
Capital market operations
Revenue from brokerage operations of the company has increased 125% over the last year. We are
confident to improve brokerage revenue in the coming year as not only our clientele base has improved but
also the market conditions are expected to improve in second half of the year.
BENEFITS TO CHAIRMAN
Your chairman has waived his performance bonus of Rs. 1.8 million as he did earlier, i.e., he waived Rs.
2.76 million for the year ended 30 June 1995.
AUDITORS
The present auditors, M/s Ford, Rhodes, Robson, Morrow, Chartered Accountants, being due for
retirement, have offered themselves for reappointment for the year ended 30 June 1997.
I , firmly believe that our impressive performance has been a result of devoted efforts of the staff and
continued support from our Valued clients. I am hopeful that they will continue to support our endeavours
this year and in future.
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed Balance Sheet of First Capital Securities
Corporation Limited as at June 30, 1996 and related Profit and Loss Account and
Statement of Sources and Application of Funds 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 and, after due verification thereof, 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