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DAWOOD LEASING COMPANY LIMITED
(ANNUAL REPORT 1997)
CONTENTS
Corporate Information
Notice of Meeting
Directors' Report
Auditors' Report
Balance Sheet
Profit & Loss Account
Statement of Changes in Financial Position
Notes to the Accounts
Pattern of Share Holding
CORPORATE INFORMATION
Board of Directors
Mr. Rafique Dawood Chairman & Chief Executive
Mr. Mehboob G. Rawjee
Mr. Ayaz Dawood
Mr. Asadullah Khawaja (Nominee of ICP)
Mr. A.K.M. Sayeed (Nominee of NIT)
Mr. Bashir A. Sheikh (Nominee of A1-Faysal Inv. Bank)
Mr. Muizuddin Ahmed (Nominee of SLIC)
Mr. Muzafar Ali Shah (Alternate Nominee of SLIC)
Company Secretary
Mr. Salman Rasheed
Auditors
M. Yousuf Adil & Co.,
Chartered Accountants
Legal Advisors
Sattar & Sattar Associates
Mohsin Tayebaly & Co.
Bankers
ANZ Grindlays Bank plc.
Faysal Bank Ltd.
Habib Bank Ltd.
Muslim Commercial Bank Ltd.
Oman International Bank S.A.O.G.
Prudential Commercial Bank Ltd.
Societe Generale, The French & International Bank
Registered Office
and Head Office 5-B, Lakson Square Building # 1,
Sarwar Shaheed Road, Karachi - 74200
Tel: (021) 568 7778-9
Fax:' (021) 568 5830
E-Mail: dlc @ khi.compol.com
Branch Office 2nd Floor, Gulberg Heights, 6-H, Gulberg, Lahore
Tel: (042) 571 1308
Fax: (042) 571 0296
Shares Department 513, Clifton Centre, Khayaban-e-Roomi,
Clifton Karachi - 75600.
Tel: (021) 575 714
NOTICE OF THE THIRD ANNUAL GENERAL MEETING
Notice is hereby given that the Third Annual General Meeting of the Company will be held in the Auditorium
of The Institute of Chartered Accountants of Pakistan, G-31, Block 8, Clifton, Karachi on December 12, 1997
at 11 A.M. to transact the following business:
Ordinary business
1. To confirm the Minutes of the Second Annual General Meeting held on November 14, 1996.
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 approve payment of Cash Dividend to the Shareholders @ Rs. 1.25 per share of Rs. 10/- each for
the year ended June 30, 1997 as recommended by the Board of Directors.
4. To appoint Auditors for the year 1997-98 and to fix their remuneration. The retiring Auditors being
eligible offer themselves for re-appointment.
Special business
1. To consider and approve, if deemed fit, changes in the Object Clause of the Memorandum of
Association of the Company.
2. To consider and approve, increase in Authorised Capital of the Company from Rs. 300 million to
Rs. 500 million. As such, Capital Clause of the Memorandum of Association and Article 5 of the
Articles of Association. be accordingly amended to give affect to the proposed increase in the
Authorized Capital of the Company.
3. To consider and approve, the remuneration of Chief Executive and whole time Working Director.
Any other business
1. To transact any other business as may be placed before the meeting with the permission of the Chair.
Statements required under section 160 of the Companies Ordinance, 1984 and draft Resolutions pertaining to          i:~.~
the Special business are being sent to the shareholders alongwith this notice.                                       ~5~
November 20, 1997
Karachi.
Notes
1. The Register of Members of the Company will remain closed from December 3, 1997 to
December 12, 1997 (both days inclusive).
2. A member entitled to attend and vote at a General Meeting is entitled to appoint a Proxy to attend and
vote instead of him/her. No person other than a member shall act as a Proxy.
3. An instrument appointing a Proxy and the Power-of-Attorney or other Authority (if any) under which
it is signed or a notarially certified copy of the Power or Authority, in order to be valid, must be
deposited at the Registered Office of the Company, at the latest by 11 A.M. on December 10, 1997
and must be duly stamped, signed and witnessed.
4. The Shareholders are requested to notify any change in their address immediately.
STATEMENTS IN REGARD TO SPECIAL BUSINESS AS REQUIRED UNDER SECTION 160 OF
THE COMPANIES ORDINANCE, 1984.
The following three statements set out the material facts concerning the special business to be transacted at the
Third Annual General Meeting of Dawood Leasing Company Limited to be held on December 12, 1997. These
statements include the draft resolutions.
Statement pertaining to special business # 1 and draft resolutions:
Approval of the shareholders is sought for amending the Object Clause of the Memorandum of Association of
the Company.
The directors of the Company are of the opinion that the alteration in the Object Clause of the Memorandum
of Association as proposed was necessitated to bring it in line with the requirements of the NBFI Rules of
Business and to undertake such other businesses which could conveniently be undertaken by the Company with
its main object, i.e. leasing business and arc also permissible under the Rules.
None of the director has any special interest in this special business other than to the extent of his interest in
the Company.
For this purpose it is intended that the following Resolutions be passed, with or without modification, as Special
Resolutions.
"Resolved that the following addition be made in Sub Clauses 1.5 and 1.7 of clause 1 (a) of the Object Clause
of the Company's Memorandum of Association:
In sub clause 1.5 after the word "years" following be added. "or any other shorter period prescribed from time
to time by the Competent Authority responsible for regulating the conduct of leasing companies in the country."
In sub clause 1.7 at the end of the sentence, after full stop the following new sentence be added. "The
company however, may be entitled to provide funds to construction companies, builders, developers,
companies dealing in real-estate and to any other businesses, provided that the Competent Authority
responsible for regulating the conduct of leasing companies in the country permits leasing companies to fund
and finance such activities."
Further Resolved that the sub clauses 1.2 and 1.6 of clause l(a) be and are hereby deleted from the Object
Clause of the Memorandum of Association of the Company, and subsequent sub clauses be renumbered.
Further Resolved that the following five clauses be and are hereby inserted after clause 9 in the Object Clause
of the Memorandum of Association of the Company and subsequent clauses be renumbered.
Clause 10 To solicit, mobilize, accept local and foreign currency capital and/or funds and credit lines
for leasing and establishing operations thereof.
Clause 11 To issue certificates of investment in local and foreign currencies after obtaining permission
from the Corporate Law Authority and/or the State Bank of Pakistan.
Clause 12 To draw, make, accept, endorse, establish, discount, execute and issue bills of exchange,
guarantees, foreign or inland letters of credit, leases and other negotiable instruments for
itself or on behalf of its clients, subject to any permission required by the law.
Clause 13 To invest funds in Federal Investment Bonds, Certificate of Investments, Term Finance
Certificates, Treasury Bills, Securities, Shares, Portfolio Management, Modaraba Certifi-
cates, Bonds and in any other instrument of similar nature and to sponsor, participate and
underwrite the issue or conversion of shares and securities including Term Finance
Certificates, debentures and bonds issued or being issued by the bodies corporate or
-otherwise, either in Pakistan or abroad subject to restrictions applicable to leasing compa-
nies.
Clause 14 To provide and/or assist in acquiring general assistance and consultancy services in the
identification, development, promotion, re-organization and financing of the projects in the
industrial, agricultural, commercial and other sectors of the economy.
Further Resolved that the Chairman & Chief Executive and/or Company Secretary be and is hereby
authorized to take all steps necessary to give effect to the above resolutions, including the formalities of the
Corporate Law Authority and the Registrar, Company Registration Office."
The Shareholders hereby confirm and ratify and shall be bound to confirm and ratify all acts, deeds and things
of the Chairman & Chief Executive and/or Company Secretary that they may be required to do in order to
give effect to the above Resolutions.
Statement pertaining to special business # 2 and draft resolutions:
In order to provide for increase in capital for future growth, the Board of Directors proposes that the Authorised
Capital be increased from Rs. 300,000,000/- to Rs. 500,000,000/-.
None of the director has any special interest in this special business other than to the extent of his interest in
the Company.
For this purpose it is intended that the following Resolutions be passed, with or without modification, as Special
Resolution.
"Resolved that the Authorized Capital of the Company be and is hereby increased from
Rs. 300,000,000/- (Rupees three hundred million) divided into 30,000,000 (thirty million) Ordinary Shares of
Rs. 10/- each to Rs. 500,000,000/- (Rupees five hundred million) divided into 50,000,000 (fifty million)
Ordinary Shares of Rs. 10/- each, and as such, the Capital Clause of the Memorandum of Association and
Article 5 of the Articles of Association of the Company be amended accordingly to affect the changes proposed
and approved in the Capital of the Company.
Further Resolved that the Chairman & Chief Executive and/or Company Secretary be and is hereby
authorized to take all steps necessary to give effect to the above resolutions, including the formalities of the
Corporate Law Authority and the Registrar, Company Registration Office."
The Shareholders hereby confirm and ratify and shall be bound to confirm and ratify all acts, deeds and things
of the Chairman & Chief Executive and/or Company Secretary that they may be required to do in order to give
effect to the above Resolutions.
Statement pertaining to special business # 3 and draft resolution:
The Shareholders of the Company in the First Annual General Meeting held on December 6, 1995 had approved
an aggregate amount of remuneration of Rs. 1.56 million per annum to the Chief Executive and Rs. 1.94 million
per annum to the two. Working Directors. The Shareholders further approved that these remuneration are
exclusive of perquisites and retirement benefits to which they are entitled under the terms of employment
approved by the Board. The Board, after considering the factors such as devaluation, inflation and the
remuneration package provided by other leasing companies is of the opinion that present remuneration package
requires revision.
With this background, approval of the Shareholders is sought for the remuneration payable to the Chairman
& Chief Executive and whole time Working Director in accordance with the terms and conditions of service
approved by the Board. For this purpose it is intended to propose that the following Resolution be passed as
an Ordinary Resolution, namely:
"Resolved that the Company hereby approves and authorized the holding of office of profit and payment as
remuneration consisting of salary and allowances to:
a) Mr. Rafique Dawood, Chairman & Chief Executive in an aggregate amount not exceeding
Rs. 2 million (two million) per annum exclusive of bonuses, perquisites and retirement benefits
to which he is entitled under the terms of employment and policy of the Company approved by
the Board.
b) Mr. Ayaz Dawood, Working Director in an aggregate amount not exceeding Rs. 1 million (one
million) per annum exclusive of bonuses, perquisites and retirement benefits to which he is
entitled under the terms of employment and policy of the Company approved by the Board."
Mr. Rafique Dawood, Chairman and Chief Executive and Mr. Ayaz Dawood, Working Director of the
Company are interested in the business of the Company to the extent of their shareholding in the Company and
their remuneration.
DIRECTORS' REPORT
We are pleased to present your Company's Third Annual Report for the year ended June 30, 1997. You will
note that the performance and growth of your company has gained momentum.
Operating Results 1997 1996
Rupees Rupees
Lease Income 121,291,858 84,664,664
Other Income 670,720 4,452,231
121,962,578 89,116,895
========== ==========
Allowance for Potential Lease Losses 11,500,000 5,000,000
========== ==========
Profit Before Taxation 46,406,524 46,210,588
Provision for Taxation 1,243,016 1,273,702
---------- ----------
Profit After Taxation 45,163,508 44,936,886
Unappropriated Profit Brought Forward 1,533,416 4,333,907
Profit Available for Appropriation 46,696,924 49,270,793
Appropriations
Transfer to Statutory Reserve 9,032,702 8,987,377
Transfer to General Reserve' 5,000,000 7,500,000
Proposed Cash Dividend 31,250,000 31,250,000
45,282,702 47,737,377
---------- ----------
Unappropriated Profit Carried Forward 1,414,222 1,533,416
========= =========
Proposed Cash Dividend Per Share 1.25 1.25
Book Value Per Share 11.82 11.26
Review of Operations
The fiscal 1996-97 was a tough year for the country. GDP growth slowed down with a sharp decline in the
output of agricultural and manufacturing sector. The textile sector, the backbone of our economy, continued
to languish. There was a noticeable decline in other sectors as well. Frequent devaluation, political
uncertainty, imposition of heavy taxes, overnight increase of 3% in State Bank discount rate in October 1996,
resulted in higher cost of funds. Utility tariffs and support prices of agricultural commodities were increased,
further augmenting the inflation rate and depressing the economic activity in our country.
The performance of stock market has also been adversely affected on account of economic conditions and
lackluster interest of foreign fund managers. Only fourteen new companies were listed on the Karachi Stock
Exchange out of which twelve companies were significantly under subscribed. Investment climate was
extremely negative and very little new capital investment had taken place. Additionally, the differences with
IMF over the management of the economy had shied away investors. However, with the new elected
government in place, and with its swift and timely initiation of reforms in various fields, a ray of hope on the
horizon has emerged.
We are pleased to report that despite depressed economic conditions, the lease income of your company has
jumped from Rs. 84.66 million to Rs. 121.29 million showing a significant increase of 43.3% over the past year.
New leases worth Rs. 248.68 million were written during the year under review. The net investment in lease
finance has gone-up from Rs. 510.57 million to Rs. 620.50 million showing an increase of 21.5%.
In continuation of our prudent accounting approach, after writing off the entire pre-operational expenditure of
Rs. 2.34 million in June 1995 accounts, the company has continued to build-up a non-specific reserve as
Allowance for Potential Lease Losses. This year, an amount of Rs. 11.50 million has been added to increase
the Allowance for Potential Lease Losses to Rs. 16.50 million, which is around 2.7% of net investment in lease
finance. The total of mandatory Statutory Reserve, General Reserve and Allowance for Potential Lease Losses
has grown from 6.8% to 9.8% of net investment in lease finance. The philosophy of building reserves will
strengthen your Company's ability to mitigate any negative eventuality, which is a significant part of its
business strategies.
Dawood Leasing has continued to follow a cautious policy of writing leases. We have always maintained a
fairly diversified portfolio. This year, the energy and natural gas sector is at the top of the list with an exposure
of 18%.
Your company's target market has been and will continue to be the infrastructure related projects, small
businesses and consumer lease financing. We encourage leasing computers to technical training institutions and
individuals. As of June 30, 1997, our total customer base has risen to 838 leases written to 821 clients.
We are pleased to report that this year too, despite bearish stock market conditions, we were able to realize a
modest capital gain and achieve a 23.1% value increase in our stock portfolio.
Future Business Prospects
The new Government has announced a host of packages to address the issue of economic stagnation prevalent
in the country. These packages address the following:
· Replacement of demand management economic policies with supply-side economic policies,
· Tighter control on government borrowings,
· Allowing private sector greater access to credit,
· Rightsizing in government departments and state owned enterprises,
· Preparing public sector financial institutions for privatization through rightsizing and debt recovery
  process,
· Reduction in tax rates, mark-up rates and State Bank of Pakistan's discount rate in two steps from
  20% to 18.5%,
· Limiting increase in Utility prices and privatization plan of utility companies,
· Elimination of Central Excise duty on bank borrowings and lease financing, and
· Negotiation of $ 1.6 billion ESAF/EFF while terminating SBA with IMF.
We hope and pray that these initiatives of the present government should assist the economy in its revival,
although some economists have a rather different view on the possibility of success of supply-side economic
policies.
With this perspective, your Company has adopted a more cautious and prudent approach to assess new lease
proposals, select viable sectors and continue to maintain a well-diversified portfolio of leases. We strongly
support the initiative of the government in the field of Information Technology and Computer Education, and
hence are already providing lease financing to a number of educational institutions and individuals. Your
company shall continue to serve promising, feasible, environmentally friendly and socio-economically
beneficial entities.
Resource mobilization
Your Company has been extremely successful and is continuing the process of negotiating a number of
additional credit lines from both local and multilateral institutions. Your Company on September 18, 1997
signed an agreement with the Asian Development Bank, to participate in the $100 million Financial Sector
Intermediation Loan Project (FSIL). This line is available on a first come first serve basis to a selected group
of financial institutions. This is a long-term fifteen year line including a three year grace period. We expect to
draw down against this line some time early next year, after completion of all related formalities.
We are applying to the Corporate Law Authority for their permission to issue Certificate of Investments
(COI's). We expect to issue COI's early next year to enhance our competitive position in the leasing industry.
Your Company also expects to be chosen by at least one other multilateral agency within the next twelve
months for long-term funding. Our bankers have demonstrated their confidence in Dawood Leasing by
enhancing our existing credit lines.
Your Company believes in borrowing from a wide range of selected financial institutions, and we have been
successful in establishing a relationship with nineteen different financial institutions.
Pattern of Share Holding
The pattern of Share-holding appears on page 29.
Auditors
The retiring auditors, being eligible, offer themselves for re-appointment.
Board of Directors
During the year under report, Mr. Muizuddin Ahmed, Chairman State Life Insurance Corporation has joined
the Board in place of Mr. S. Gulrez Yazdani. The Board wishes to place on record its appreciation for the
valuable services rendered to the company by Mr. S. Gulrez Yazdani.
The Directors are pleased to welcome Mr. Muizuddin Ahmed on the Board and Mr. Muzafar Ali Shah, as his
alternate Director.
Acknowledgement
We would like to endorse our appreciation for the confidence and support of our valuable customers and
shareholders in making this year a success. The support and guidance provided by the Ministry of Finance, the
Corporate Law Authority and the State Bank of Pakistan is highly appreciated. We are also grateful to our
various lease syndicate partners, lending institutions for their support and confidence and above all, the
dedication and hard work of our team members that has made it all possible.
We reiterate our mission to work with dedication and dynamism for the benefit of all the stakeholders.
October 14, 1997
Karachi.
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Dawood Leasing Company Limited as at June 30,
1997 and the related profit and loss account and the statement of changes in financial position (cash
flow statement) together with the notes forming part thereof, for the year ended on that date 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
forming part thereof 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;
(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 notes thereon, give the
information required by the Companies Ordinance, 1984 in the manner so required
and respectively give a true and fair view of the state of the company's affairs as
at June 30, 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.
October 14, 1997 M. Yousuf Adil & Co.
Karachi. Chartered Accountants
BALANCE SHEET AS AT JUNE 30, 1997
1997 1996
Note Rupees Rupees
SHARE CAPITAL AND RESERVES
Authorized
30,000,000 Ordinary Shares of Rs. 10/- each 300,000,000 300,000,000
========= =========
Issued, Subscribed and Paid-up
25,000,000 Ordinary Shares of Rs. 10/- each.
Fully Paid in Cash 250,000,000 250,000,000
Statutory Reserve 3 21,603,556 12,570,854
General Reserve 4 22,500,000 17,500,000
Unappropriated Profit 1,414,222 1,533,416
295,517,778 281,604,270
ALLOWANCE FOR POTENTIAL LEASE LOSSES 16,500,000 5,000,000
REDEEMABLE CAPITAL 5 82,014,234 59,890,256
LONG TERM LOANS 6 55,000,000 --
LIABILITIES AGAINST ASSETS SUBJECT TO
FINANCE LEASE 7 283,980 165,424
LONG TERM LEASE DEPOSITS 8 62,157,679 40,605,063
CURRENT LIABILITIES
Short Term Borrowings 9 65,984,771 42,325,635
Current Maturity of Redeemable Capital 50,317,202 61,733,662
Current Maturity of Lease Liabilities 209,377 95,228
Current Maturity of Lease Deposits 4,998,876
Accrued and Other Liabilities 10 14,031,459 15,635,987
Proposed Cash Dividend 31,250,000 31,250,000
Taxation 1,831,850 1,142,790
168,623,535 152,183,302
CONTINGENCY AND COMMITMENT 11
---------- ----------
680,097,206 539,448,315
========== ==========