| CITICORP INVESTMENT BANK (PAKISTAN) LIMITED |
|
|
|
|
|
| Annual
Report 1997 |
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|
| Contents |
|
| Company
Information |
|
| Notice
of Meetings. |
|
| Directors'
Report and Operational Review |
|
| Auditors'
Report |
|
| Balance
Sheet |
|
| Profit
and Loss Account |
|
| Statement
of Changes in Financial Position |
|
| Notes
to the Accounts |
|
| Pattern
of Shareholding |
|
|
|
| Company
Information |
|
|
| Board
of Directors |
|
|
| Sajjad
Razvi (Chairman) |
|
| Muhammad
Azimuddin (Managing Director) |
|
| Shaukat
Aziz |
|
| Nadeem
Hussain |
|
| James
Bullock |
|
| Shahzad
M. Husain |
|
| Shahid
Ghaffar |
|
|
| Auditors |
|
|
| Messrs
Ford, Rhodes, Robson, Morrow |
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| Chartered
Accountants |
|
|
| Legal
Advisors |
|
| Messrs
Orr, Dignam & Co., Advocates |
|
|
| Bankers |
|
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| Citibank,
N.A. |
|
|
| Registrars |
|
|
| Noble
Computer Services (Private) Ltd. |
|
| Al-Manzoor
Building, |
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| Dr.
Ziauddin Ahmed Road, |
|
| Karachi. |
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|
| Registered
Office |
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| 8th
Floor, Saudi Pak Tower, |
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| 16/A.Jinnah
Avenue, Islamabad. |
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| Branch
Office |
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| 2nd
Floor, A WT Plaza |
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| I.I.
Chundrigar Road, Karachi- 74200. |
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| Notice
of Fifth Annual General Meeting |
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| NOTICE
IS HEREBY GIVEN THAT the Fifth Annual General Meeting of Citicorp Investment |
|
| Bank
(Pakistan) Limited (CIBPL) will be held at its Registered Office, 8th Floor,
Saudi Pak Tower, |
|
| 16/A
Jinnah Avenue, Islamabad on June 19, 1998 at 11:00 am to transact the
following business: |
|
|
| 1.
To confirm the minutes of the last Annual General Meeting. |
|
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| 2.
To receive and consider the Accounts of CIBPL for the year ended 31st
December 1997 |
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| together
with the Directors' Operational Review and Auditors' Report thereon. |
|
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| 3.
To approve, as recommended by the Board of Directors, the payment of cash
dividend at |
|
| Rs.
1.50 per share i.e 15% for the year ended December 31, 1997. |
|
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| 4.
To appoint auditors and fix their remuneration, Messrs. Ford, Rhodes, Robson,
Morrow, |
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| Chartered
Accountants, retire and offer themselves for re-appointment. |
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| Notes: |
|
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| 1.
The Share Transfer Books will be closed from June 8, 1998 to June 19, 1998
both days inclusive. |
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| 2.
A member entitled to attend and vote at the Meeting is entitled to appoint a
proxy to attend and |
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| vote instead of him. |
|
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| 3.
The instrument appointing a proxy must be received at the Registered Office
not later than forty- |
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| eight
hours before the time appointed for the Meeting. A member shall not be
entitled to appoint |
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| more
than one proxy. |
|
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| If
a member appoints more than one proxy and more instruments of proxy than one
are deposited |
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| by
a member with CIBPL all such instruments of proxy shall be rendered invalid. |
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| 4.
Shareholders are requested to immediately notify a change in address, if any |
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|
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| Directors'
Report and Operational Review |
|
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| On
behalf of the Board of Directors of Citicorp Investment Bank (Pakistan)
Limited ("CIBPL"), |
|
| I
welcome you to the Fifth Annual General Meeting and present the annual report
for the year ended |
|
| December
31st, 1997. |
|
|
| 1997
was a particularly difficult year for the Investment Banking Industry due to
successive |
|
| unfavourable
changes in NBFI Rules, and arbitrary unjustified tax assessment at the
commercial |
|
| banks'
rate. This has happened just when the debt and equity capital markets
stagnated in the wake |
|
| of
troubled economic conditions of the country, which has brought the Industry
to a cross roads |
|
| where
future strategies have to be carefully re-evaluated. The key issues are: |
|
|
| Legal
Lending Limit: |
|
| The
future performance of your company has been significantly affected through
the revision of |
|
| the
NBFI Rules which have been modified to the detriment of Investment Banks. The
per-party |
|
| exposure
limit was reset to percentage (30% total; 20% funded) of equity instead of
the same |
|
| percentage
of total assets. This unfairly equates the Investment Banks to the Commercial
Banks |
|
| which,
by definition and regulations are required to have significantly larger
capital base than an |
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| Investment
Bank. In order to compete effectively Investment Banks will have to increase
their |
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| capital
base this cannot be justified unless they are also allowed to compete with
the Commercial |
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| Banks
for other products/businesses. In light of the above, booking of new good
quality assets has |
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| become
a bigger challenge. |
|
|
| Restriction
on Foreign Currency Resource Mobilisation: |
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| Amendments
over the last two years have disenfranchised Investment Banks from a large
segment |
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| of
the Foreign Currency Deposits' customer base through a number of measures,
all to the |
|
| disadvantage
of the Investment Banks. As a result of adverse changes, Investment Banks are
not |
|
| allowed
to issue foreign currency COIs of less than one year and, to avail forward
covet' on COIs |
|
| over
certain level, are required to match foreign currency with local currency
deposits/COIs. Both |
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| of
these restrictions do not apply on Commercial Banks creating an uneven
playing field. |
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| Consequently
your company also cannot access a significant segment of the stable foreign
currency |
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| deposits
which are placed in short term but rolled over to get the compounding
benefit. |
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|
| Arbitrary
Tax Assessments: |
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| During
the year under review your company's tax assessments were finalised at the
much higher |
|
| tax
rate applicable on commercial banks. Your company has appealed against this
unjustified and |
|
| totally
arbitrary decision, and is paying tax at a higher rate under protest as no
other option is |
|
| available
under the regulations. The matter has been escalated to the highest levels
directly as well |
|
| as
through the Investment Banks' Association. I can report that as of the date
of this report, the |
|
| Chairman
Pakistan Revenue Service has publicly assured that he would look into this
life |
|
| threatening
issue facing the whole industry. The management is confident that the matter
will be |
|
| justly
resolved in your company's favour. This issue has been highlighted under Note
21 to the |
|
| annual
accounts. |
|
|
| Service
Agreement: |
|
| During
the year, State Bank of Pakistan completed the Inspection for the year ended
1996. SBP have |
|
| commented
on the Service Agreement between CIBPL and Citibank, N.A. under which CIBPL
is |
|
| provided
staff, premises and equipment by Citibank, N.A. According to the SBP Citibank
N.A. is |
|
| not
allowed to enter into such an arrangement under the Banking Companies'
Ordinance as it is not |
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| banking
business. The matter has been taken up with the SBP since the service
agreement payments |
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| are
based strictly on an actual charge basis for providing such services. You
will also recall that this |
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| arrangement
was fully disclosed in the prospectus which was duly approved by the relevant |
|
| authorities
of the time and accepted by yourselves which was evident from your
overwhelming |
|
| response
to the offering. This has also been disclosed in subsequent annual accounts.
Discussions |
|
| with
the SBP on this issue are continuing as at the time of this report and the
management is |
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| confident
of a favourable resolution. |
|
|
| Business: |
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| Earnings: |
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| You
will recall that profit had declined by 38% for the half year ended June 30,
1997. I am pleased |
|
| to
report that your company was able to make an after tax profit of Rs. 46.9
million for the year ended |
|
| December
31, 1997 which is a decrease of only 1.5% compared to the 1996 profit of Rs.
47.6 |
|
| million.
The earnings per share (EPS) correspondingly decreased from Rs. 4.76 per
share in 1996 |
|
| to
Rs. 4.69 in 1997. |
|
|
| The
above decrease is largely attributed to the troubled economic conditions of
the country |
|
| resulting
in slowdown of business activity in practically all sectors. The investment
banks, in |
|
| particular,
have had to struggle in an environment fraught with uncertainty vis-a-vis
policies and |
|
| constraints
imposed by regulatory bodies. |
|
|
| The
total asset base reduced over 10% from Rs. 1.97 billion to Rs. 1.76 billion
during the same |
|
| period.
Our total long term deposits also decreased from Rs. 577 million on December
31, 1996 |
|
| to
Rs. 442 million on December 31, 1997. However, the total fund based revenues
of the bank |
|
| increased
by 15% over the previous year. |
|
|
| Advisory
and Capital Market Businesses: |
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| During
the year, advisory and capital market activities remained depressed due to
the market |
|
| conditions
and delays in the privatisation of public sector entities. Your company was
shortlisted |
|
| and
was the front runner for appointment as financial advisors to the
privatisation commission for |
|
| both
the Habib Bank Ltd. as well as United Bank Ltd. However, as of this writing
the Habib Bank |
|
| mandate
has been awarded to your company while we withdrew from the United Bank
privatisa- |
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| tion.
There were no public issue of TFCs during 1997. CIBPL did bid for TFC
mandates, however, |
|
| even
as of the date of this report there have been no new public issues in the
market. |
|
|
| Investments: |
|
| The
equity portfolio decreased from Rs. 98 million in 1996 to Rs. 14 million in
1997. However, |
|
| we
were able to clean-up our portfolio of under-performing shares and also
realise significant |
|
| capital
gains of Rs. 14.4 million during the year. Furthermore, as a result of
pro-active management, |
|
| the
unrealised loss on our equity portfolio as a percentage of the cost went down
from 15.0% in 1996 |
|
| to
6.7% in 1997. However, we continue to monitor the investment strategy, and
should the bearish |
|
| sentiments
continue, it will have to be revisited to ensure it is conservative and in
line with the |
|
| market
realities. |
|
|
| The
size of our long term commercial paper portfolio decreased from Rs. 581
million in 1996 to |
|
| Rs.
463 million in 1997. This was due partly to the reduced lending limit which
made the booking |
|
| of
good quality assets more difficult and also a reflection of the stagnating
debt and equity capital |
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| markets.
The focus has therefore shifted towards increasing money market activities
(repos and |
|
| reverse
repos of government securities and corporate debt securities) and thereby
keeping the |
|
| balance
sheet very liquid without a significant compromise on earnings. |
|
|
| Results: |
|
| CIBPL
earned a pre tax profit of Rs. 63.6 million and a net income of Rs. 46.9
million. A sum of |
|
| Rs.
122.5 million was available for appropriation including unappropriated profit
brought forward |
|
| from
last year. We propose to transfer to reserves as follows: |
|
|
| Available
for appropriation |
|
|
Rs. |
122.457 million |
|
| Transfer
to Special Reserve |
|
|
Rs. |
9.5 million |
|
| (mandatory
legal reserve) |
|
|
|
|
|
|
| Appropriation for
proposed dividend (@ 15%) |
Rs. |
15 million |
|
|
|
----------- |
|
| Unappropriated
profit carried forward |
|
Rs. |
97.957 million |
|
|
========= |
|
| Inspite
of the uncertain future prospects due to the various regulatory and fiscal
issues faced by the |
|
| industry
and your company, it is recognised that the need to retain equity to maintain
legal lending |
|
| limit,
must be balanced with shareholders' needs. It is with this in mind that the
management is |
|
| proposing
a 15% cash dividend to the shareholders. |
|
|
| Rating: |
|
| All-round
excellence in performance in this increasingly difficult industry, was
exhibited through |
|
| award
of highest short term rating of A 1 + and long term rating of AA- by Pakistan
Credit Rating |
|
| Agency
for the third consecutive year since 1995. |
|
|
| Future
Outlook: |
|
| Future
performance of CIBPL is heavily dependent upon prevailing economic conditions
of the |
|
| country
and the resolution of the regulatory and fiscal issues highlighted above. The
issues faced |
|
| by
the Investment Banks are not restricted to your company but are widely
recognised. A committee |
|
| has
been formed under the chairmanship of the State Bank of Pakistan to look into
the issues facing |
|
| Investment
Banks and recommend corrective measures. I am pleased to report to you that
your |
|
| company
is represented on this committee and that all of the above issues have been
presented to |
|
| the
committee. |
|
|
| The
management is cautious about the future prospects and is cognizant of the
need to revisit the |
|
| basic
assumptions at a time when not only your company, but the Investment Banking
Industry is |
|
| at
a cross roads. This is balanced by the various steps taken by the SBP as well
as the government |
|
| to
reform the Financial Sector, attract new investment, expedite privatisation
process and |
|
| modernise
revenue collection. Implementation of these steps will contribute to the
development |
|
| and
growth of the Investment Banking Industry. |
|
|
| Directors |
|
| The
Board would like to thank Mr. Kamran Faridi, who resigned as Managing
Director, for his |
|
| invaluable
services to the bank. |
|
|
| Pattern of Share Holding |
|
| A
statement showing the pattern of shareholding in the Company is provided on
Page No. 25. |
|
|
| Holding
Company |
|
| Our
holding company is Citibank Overseas Investment Corporation incorporated
under the laws |
|
| of
Delaware, United States of America. |
|
|
| Auditors |
|
| Messrs.
Ford, Rhodes, Robson, Morrow, Chartered Accountants, Auditors of the Company,
retire |
|
| and
offer themselves for re-appointment. |
|
|
| Staff |
|
| Finally,
I would like to thank the management and staff for their effort and
dedication in |
|
| developing
the Bank through the difficult year. With their continued commitment I am
confident |
|
| of
progress in 1998 and the future. |
|
|
|
| Auditors'
Report to the Members |
|
|
| We
have audited the annexed balance sheet of CITICORP INVESTMENT BANK (PAKISTAN) |
|
| LIMITED
as at December 31, 1997 and the related profit and loss account and statement
of changes |
|
| in
financial position (cash flow statement), together with the statement of
accounting policies and |
|
| 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 thereon
have been |
|
| drawn
up in conformity with the Companies Ordinance, 1984, and are in agreement
with |
|
| the
books of account and are further in accordance with accounting policies
consistently |
|
| applied,
except for the change in accounting policy as stated under note 3 to the
accounts, |
|
| with
which we concur; |
|
|
| ii)
the expenditure incurred during the year was for the purpose of the company's
business; and |
|
|
| iii)
the business conducted, investments made and the expenditure incurred during
the year |
|
| were
in accordance with the objects of the company; |
|
|
| c)
in our opinion and to the best of our information and according to the
explanations given to us, |
|
| the
balance sheet, profit and loss account and the statement of changes in
financial position |
|
| (cash
flow statement), together with the statement of accounting policies and notes
forming part |
|
| thereof,
give the information required by the Companies Ordnance, 1984, in the manner
so |
|
| required
and respectively give a true and fair view of the state of the company's
affairs as at |
|
| December
31, 1997 and of the profit and the changes in financial position for the year
then |
|
| ended; and |
|
|
| d)
in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance,
1980, was |
|
| deducted
by the company and deposited in the Central Zakat Fund established under
Section |
|
| 7
of that Ordinance. |
|
|
| Karachi |
|
Ford, Rhodes, Robson,
Morrow |
|
| May
15, 1998 |
Chartered Accountants |
|
|
|
| Balance Sheet |
|
| As
at December 31, 1997 |
|
|
|
|
|
1997 |
1996 |
|
|
|
|
|
Note |
(Rs. in 000's) |
(Rs. in 000's) |
|
|
| SHARE
CAPITAL AND RESERVES |
|
| Authorised
capital |
|
| 20,000,000
ordinary shares of Rs. 10 each |
|
200,000 |
200,000 |
|
| Issued,
subscribed and paid-up capital |
|
4 |
========= |
========= |
|
| 10,000,000
ordinary shares of Rs. 10 each |
|
100,000 |
100,000 |
|
| fully
paid in cash |
|
|
|
| Special
reserves |
|
5 |
29,980 |
20,480 |
|
| Unappropriated
profit carried forward |
|
97,957 |
75,550 |
|
|
------------ |
------------ |
|
|
227,937 |
196,030 |
|
|
| DEFERRED
LIABILITIES |
|
|
| Taxation |
|
|
|
397 |
951 |
|
| LONG
TERM LIABILITIES |
|
| Certificates
of investment |
|
6 |
442,344 |
576,700 |
|
| CURRENT
LIABILITIES AND PROVISIONS |
|
|
| Certificates
of investment |
|
6 |
880,161 |
798,862 |
|
| DPNs
sold under repurchase agreements |
|
7 |
120,000 |
334,000 |
|
| Accrued
expenses and other liabilities |
|
8 |
61,929 |
44,370 |
|
| Taxation |
|
|
|
8,774 |
15,274 |
|
| Proposed
final dividend |
|
|
15,000 |
-- |
|
|
----------- |
----------- |
|
|
|
1,085,864 |
1,192,506 |
|
| COMMITMENTS
AND CONTIGENCIES |
9 |
|
|
----------- |
----------- |
|
|
|
1,756,542 |
1,966,187 |
|
|
========== |
========== |
|
|
|
|
|
1997 |
1996 |
|
|
|
Note |
(Rs. in 000's) |
(Rs. in 000's) |
|
|
| TANGIBLE
FIXED ASSETS |
|
10 |
9,586 |
12,879 |
|
| LONG
TERM DEPOSIT AND DEFERRED COSTS |
11 |
-- |
753 |
|
| LONG
TERM INVESTMENTS |
|
12 |
37,984 |
102,504 |
|
| LONG
TERM DEMAND PROMISSORY NOTES |
13 |
462,600 |
581,200 |
|
| CURRENT
ASSETS |
|
|
|
|
| Cash
and bank balances and placements |
|
14 |
390,590 |
210,229 |
|
| Short
term investments |
|
15 |
375,000 |
79,800 |
|
| Demand
promissory notes |
|
13 |
439,230 |
943,264 |
|
| Income
accrued or receivable |
|
|
15,947 |
10,890 |
|
| Prepayments |
|
16 |
25,355 |
24,668 |
|
| Other
receivables |
|
|
250 |
|
|
|
------------ |
------------ |
|
|
|
1,246,372 |
1,268,851 |
|
|
------------ |
------------ |
|
|
|
|
1,756,542 |
1,966,187 |
|
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts |
|
|
|
| Profit
and Loss Account |
|
| For
the year ended December 31, 1997 |
|
|
|
|
1997 |
1996 |
|
|
|
Note |
(Rs. in 000's) |
(Rs. in 000's) |
|
|
| INCOME |
|
| Income
from demand promissory notes |
|
173,786 |
220,281 |
|
| Return
on bank deposits and placements |
|
17 |
33,946 |
24,157 |
|
| Income
from investments |
|
18 |
54,326 |
19,409 |
|
| Exchange
gain |
|
|
29,903 |
27,166 |
|
| Mark-up
on Term Finance Certificates |
|
|
1,949 |
4,620 |
|
| Profit/(1oss)
on sale of investment |
|
|
14,790 |
(1,481) |
|
| Other
income |
|
19 |
3,247 |
29,523 |
|
|
|
----------- |
----------- |
|
|
|
311,947 |
323,675 |
|
| EXPENDITURE |
|
|
| Interest/return
on certificates of investment |
|
183,162 |
171,813 |
|
| Return
on DPNs sold under repurchase agreements |
|
31,626 |
38,138 |
|
| Return
on investments sold under repurchase agreements |
|
-- |
49 |
|
| Administration
and operating expenses |
|
20 |
33,520 |
34,831 |
|
| Decline
other than temporary in value of |
|
|
-- |
2,405 |
|
| long
term investments |
|
|
----------- |
----------- |
|
|
|
|
248,308 |
247,236 |
|
|
|
|
----------- |
----------- |
|
| Profit
before taxation |
|
|
63,639 |
76,439 |
|
| Taxation |
|
21 |
(16,732) |
(28,880) |
|
|
|
|
----------- |
----------- |
|
| Profit
after taxation |
|
|
46,907 |
47,559 |
|
| Unappropriated
profit/(1oss) brought forward |
|
75,550 |
37,521 |
|
|
|
|
----------- |
----------- |
|
| Available
for appropriation |
|
|
122,457 |
85,080 |
|
| APPROPRIATIONS |
|
|
|
|
| Transfer
to special reserve |
|
5 |
9,500 |
9,530 |
|
| Proposed
final dividend |
|
|
15,000 |
-- |
|
|
|
|
----------- |
----------- |
|
|
|
24,500 |
9,530 |
|
|
|
----------- |
----------- |
|
| Unappropriated
profit carried forward |
|
97,957 |
75,550 |
|
|
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
| Statement
of Changes in Financial Position |
|
| (Cashflow
Statement) For the year ended December 31, 1997 |
|
|
|
|
|
1997 |
1996 |
|
|
|
|
Note |
(Rs. in 000's) |
(Rs. in 000's) |
|
| Cashflows
from operating activities: |
|
| Profit
before taxation |
|
|
63,639 |
76,439 |
|
| Adjustments
for: |
|
|
|
|
| Depreciation
on fixed assets |
|
|
3,001 |
3,577 |
|
| Deferred
costs |
|
|
569 |
569 |
|
| (Profit)/loss
on sale or write off of fixed assets |
|
(43) |
998 |
|
| (Profit)/loss
on sale of long term investments |
|
|
(14,360) |
1,481 |
|
| Decline
other than temporary in value of |
|
|
-- |
2,405 |
|
| long
term investments |
|
|
---------- |
---------- |
|
|
|
|
(10,833) |
9,030 |
|
|
|
|
---------- |
---------- |
|
| Operating
profit before changes in operating assets |
|
52,806 |
85,469 |
|
| (Increase)/decrease
in operating assets: |
|
|
|
|
| Other
receivables |
|
|
(250) |
503 |
|
| Prepayments |
|
|
(687) |
(6,874) |
|
| Income
accrued or receivable |
|
|
(5,057) |
(2,232) |
|
| Short
term investments |
|
|
(295,200) |
29,831 |
|
| Demand
promissory notes |
|
|
622,634 |
(843,588) |
|
| Long
term deposits |
|
|
184 |
-- |
|
|
|
|
---------- |
---------- |
|
|
|
|
321,624 |
(822,360) |
|
| Increase/(decrease)
in operating liabilities: |
|
|
|
| Accrued
expenses and other liabilities |
|
|
17,559 |
26,114 |
|
| DPNs
sold under repurchases agreements |
|
|
(214,000) |
309,188 |
|
| Certificates
of investment |
|
|
(53,057) |
483,050 |
|
|
|
|
---------- |
---------- |
|
|
|
|
(249,498) |
818,352 |
|
|
|
|
---------- |
---------- |
|
| Net
cash from operating activities before income tax |
|
124,932 |
81,461 |
|
| Income-taxes
paid |
|
|
(23,786) |
(31,681 ) |
|
|
|
|
---------- |
---------- |
|
| Net
cash from operating activities |
|
|
101,146 |
49,780 |
|
| Cashflows
from investing activities: |
|
|
|
|
| Acquisition
of long term investments |
|
|
(28,379) |
(70,264) |
|
| Sale/redemption
proceeds of investments |
|
|
107,259 |
37,921 |
|
| Acquisition
of fixed assets |
|
|
(83) |
(10,651) |
|
| Sale
proceeds of fixed assets |
|
|
418 |
3,956 |
|
| Net
cash from investing activities |
|
|
79,215 |
(39,038) |
|
|
|
|
---------- |
---------- |
|
| Net
increase in cash and cash equivalents |
|
|
180,361 |
10,742 |
|
| Cash
and cash equivalents at beginning of the year |
|
210,229 |
199,487 |
|
|
|
|
---------- |
---------- |
|
| Cash
and cash equivalents at end of the year |
|
|
390,590 |
210,229 |
|
|
========== |
========== |
|
|
| Notes
to the Accounts |
|
| For
the year ended December 31, 1997 |
|
|
|
|
| 1.
LEGAL STATUS AND OPERATIONS |
|
| Citicorp
Investment Bank (Pakistan) Limited (CIBPL) is a public limited company
incorpo- |
|
| rated
in Pakistan under the Companies Ordinance, 1984, CIBPL is licensed to carry
out all |
|
| investment
finance activities described under SRO 585 (1)/87 dated July 13, 1987, issued
by |
|
| the
Ministry of Finance. It is listed on the Karachi, Lahore and Islamabad Stock
Exchanges. |
|
|
| 2.
SUMMARY OF |
