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FIRST CONSTELLATION MODARABA
5TH ANNUAL REPORT 1997
CONTENTS
1. Corporate Information
2. Directors' Report to the
Certificate Holders
3. Auditors' Report to the
Certificate Holders
4. Balance Sheet
5. Profit & Loss Account
6. Statement of changes in Financial Position
7. Notes to the Accounts
8. Pattern of Certificate Holders
CORPORATE INFORMATION
DIRECTORS OF MODARABA COMPANY
Mohammad Yousuf Memon
R.A. Sattar *
Mohammad Zakaria
Mohammad Zain *
AUDITOR
Hyder Bhimji & Company,
Chartered Accountants
BANKERS
Askari Commercial Bank Limited
ANZ Grindlays Bank
Faysal Bank Limited
Muslim Commercial Bank Limited
Allied Bank of Pakistan Limited
National Bank of Pakistan
Bank of Tokyo
Platinum Bank Limited
Trust Bank Limited
LEGAL ADVISORS
Haroon Sharif Gogan Advocate
MODARABA COMPANY
Constellation Management Company (Private) Limited
REGISTERED OFFICE
2nd Floor, Trade Centre,
I.I. Chundrigar Road,
Karachi.
REGISTRARS
MIPCO Associates,
10th Floor, Uni Centre,
I.I. Chundrigar Road,
Karachi.
* Induction communicated to the concerned for assent.
DIRECTORS' REPORT TO THE CERTIFICATE HOLDERS
The Board of Directors of the Constellation Management Company (Private) Limited, the Management
Company of First Constellation Modaraba (FCM), take pleasure in presenting of the Fifth Annual Report of
First Constellation Modaraba alongwith the audited financial statements together with the notes to the
accounts for the year ended June 30, 1997.
FINANCIAL REVIEW :-
In spite of the adverse business environments and some what volatile performance of the economy, the
expected performance of the Modaraba sector in terms of the profitability has not been as good as it could
have been, however, your Modaraba is perhaps the only one among the few, which has achieved
unprecedented growth and has maintained excellent performance record Successfully fielding its business
activities and deploying its resources in various venues as is mentioned by the following financial results of
12 months of the year under review as compared to results of 18 months as at June 30, 1996;
July 1st 1996 Jan 1st 1995
To June 30, 1997 To June 30, 1996
(12 Months) (18 Months)
Rupees Rupees
Operating Profit for the year 9,474,403 5,217,004
Less : (Provision) for diminution in the
Value of Marketable Securities (3,170,554) -
---------- ----------
Profit before charging Management Fee 6,303,849 5,217,004
Modaraba Company Management Fee (573,077) (474,273)
---------- ----------
Profit before Tax 5,730,772 4,742,731
Taxation (1996: Rs. 372,343/=)
(1997: Rs. 259,921/=) (632,264) (141,354)
---------- ----------
Profit after Tax 5,098,508 4,601,377
Add: Profit brought forward 229,194 130,738
---------- ----------
Profit available for Appropriation 5,327,702 4,732,115
APPROPRIATIONS:
Statutory Reserves (@20%) (1,146,154) (948,546)
Profit Distribution in Cash (3,877,500) (3,554,375)
---------- ----------
Unappropriated Profit Carried Forward 304,048 229,194
========== ==========
FINANCIAL HIGHLIGHTS AND EARNING OF CERTIFICATE HOLDERS
The Modaraba's steady but prudent growth and continued enhancement in Certificate Holders' earnings
are evident from the following financial data:
July 1st 1996 Jan 1st 1995
To June 30, 1997 To June 30, 1996
% %
Break-Up Value Per Certificate 10.52 10.33
Gross Profit Margin 56.29 16.92
Net Profit Margin 30.29 14.93
Return on Total Assets Employed 4.96 4.58
Return on Capital Employed 7.89 7.12
Return on Capital (Dividend) 6.00 5.50
STATUTORY RESERVES
The Board of Directors have decided to appropriate 20% Rs. 1,146,154/= of the profit before tax Rs.
5,730,772/=, realized during the year ended June 30, 1997, towards statutory reserve requirement of laws
of the Modaraba. This reserve would be consistently made until it equals the paid up capital of the
Modaraba. Creation of this reserves will not only strengthen the financial footing of the Modaraba but it will
also help building-up of sound equity base and provide solid foundation for its future growth.
PROFIT DISTRIBUTION
While the above stated provisions have to be made, but the Board of Directors take pleasure in distributing
to the Certificate holders a Cash Dividend at the rate of 6% (i.e. Rs. 0.60 per certificate held by the FCM
Certificate holders), for the year under review.
This profit is being declared after transferring of 20% of net profit before tax to statutory reserves which
shows robustness of the Modaraba as well as your Modaraba's objective to continue to pay dividend to its
certificate holders.
It would not be out of place to mention here that your Modaraba has been paying dividend from its first
financial year, till todate and the total payment till the year ended June 30, 1997 amounts to 45% or
another way paying it is an average of 9% per annum payment has been made to the Certificate Holders
through Dividend / Bonus, see below the Dividends / Bonus payments, made thus far ·
Period           Dividend/ Bonus
Dec. 31, 1992 - 10.00%
Dec. 31, 1993 - 17.50%
Dec. 31, 1994 6.00% -
June 30, 1996 5.50% -
June 30, 1997 6.00% -
Above shows genuine commitment of the Board of Directors, to continue to pay benefits to Certificate
holders even under business circumstances as enunciated above, moreover this distribution of profit for
the period under review is equal to 90% distribution of profit.
OPERATIONAL PERFORMANCE REVIEW
The recessionary conditions are still prevailing in all sectors of the economy, including Modaraba sector.
Despite difficult conditions such as funding and regulatory constraints, extremely sluggish stock market
and imposition of enhanced taxation to the Modaraba, your Modaraba even under these circumstances,
has been able to achieve satisfactory results for the period of 12 months under review as compared to
previous period of 18 months. Operating Profit for the year was Rs. 9,474,403/= (for 12 months) as
compared to Rs. 5,217,004/= of previous period (for 18 months). The operating expenses were Rs.
7,356,089/= as compared to Rs. 25,600,842/= there was a substantial decline in expenses to the tune of
71%, this was achieved as a result of management's full concentration and attention to reduce the
expenses under present recessionary circumstances. Provision in the diminution in the value of Stocks
has been made of Rs. 3,170,554/=, and the provision of Income Tax of Rs. 632,264/=. has also been
made. These in turn have reduced the profitability, but the grace of AI-Mighty Allah, your Modaraba is still
able to pay Cash dividend at the rate of 6% for the year under review.
Your Modaraba's assets, stood at Rs. 102.906 million as compared to Rs. 100.516 million of previous
period, this assets growth reflects a steady but prudent growth of your Modaraba.
BUSINESS PERFORMANCE REVIEW
Due to the continued depressed stock market, the earnings from capital gains did not materialize,
resultantly the Modaraba has taken a very realistic view and had made a provision of Rs. 3,170,554/= for
diminution. in the market value of stocks, no doubt it has reduced our profitability, but it is a wise and practical
approach under the present circumstances. However, it is hoped with the expected improvement in the stock
market the share prices shall increase and your Modaraba shall benefit from the up-rising of stock market.
The net investment is lease finance stood at Rs. 3,783,138/= (for 12 months) as compared to Rs.
5,165,437/- (for 18 months). With our modest equity base and lack of uninterrupted and reasonably priced
shout term funding, growth in leasing operation was restricted. However, the lease portfolio of the
Modaraba is based on prudent lending policy which is evident from the fact that there is not a single
default in lease rentals receivables during the year, and under the circumstances, continuous efforts were
made towards sustainable growth with emphasis on quality of leasing as against the mere size of the
balance sheet.
The short term placement stood at Rs. 52.980 million in the beginning of the year and closed at Rs.
72.500 million as on June 30, 1997, showing increase of 37% which reflects your Modaraba constant
efforts to have resources mobilized to take advantage of any business opportunity which becomes
available to it at any time.
TAXATION
As previously informed, tax exemption period of three assessment years has been expired and your
Modaraba is to pay income tax every year. Accordingly a provision for tax Rs. 259,921/= has been made
for the year under review, while income tax assessed for prior year stated a tax liability of Rs. 513,259/=
which has been adjusted against advance tax payment. Thus it is apparent that the heavy taxation has
significantly lowered the profitability of your modaraba. Though the tax payments have eroded and
reduced profitability, but it is anticipated that the government may favorably consider Modaraba's
Taxation in future in order to promote Islamic Modes of Financing.
FUTURE PROSPECTS
The basic objective of the Modaraba is to make secured and profitable investment and earn maximum
profit, thus in accordance with the policy of the Modaraba, the present operations shall be continued
besides seeking new secured and more profitable venues of business, and all efforts shall be made to
ensure that the Modaraba continues to tread the path of progress and hope that, "Inshah Allah" our
sincerity of purpose and devotion would continue to be rewarded as in the past, as evident from the above
stated financial highlights.
AUDITORS
The present auditors M/s. Hyder Bhimji & Co., Chartered Accountants, being due for retirement have
offered themselves for re- appointment for the year ended June 30, 1998. Their appointment has been
confirmed by the Board subject to the approval of the competent authority.
ACKNOWLEDGMENT
The Board of Directors, places thanks to the valued clients, sponsors and certificate holders for the trust
and confidence they have placed on the Modaraba, and the Board of Directors also thanks concerned
authorities for their continued support, guidance for the smooth business of the Modaraba. Moreover the
directors equally appreciate the hard work and commitment demonstrated by our staff and acknowledge
their contributions in the results for the year under review.
AUDITORS' REPORT TO THE CERTIFICATE HOLDERS
We have audited the annexed Balance Sheet as at 30 June 1997 and the related profit and loss account
and statement of changes in financial position, together with the notes to the accounts for the year ended
June 30, 1997 of First Constellation Modaraba, which are Modaraba Company's (Constellation
Management Company (Pvt) Ltd), representation and we state that we have obtained all the information
and explanations which we required and after due verification thereof, we report that:
(a) The Modaraba has recorded lease transactions as operating leases due to reasons explained in
note 2.2 to the accounts. Whereas if these leases were financial leases, the International
Accounting Standard 17 "Accounting for Leases" would have applied.
(b) In our opinion, proper books of account have been kept by the Modaraba Company in respect of
First Constellation Modaraba as required by the Modaraba Companies and Modaraba (Flotation
and Control) Ordinance, 1980 and Modaraba Companies and Modaraba Rules, 1981; and,
(c) In our opinion the balance sheet and profit and loss account have been drawn up in conformity
with the Modaraba Companies and Modaraba (Flotation and Control) Ordinance, 1980 and
Modaraba Companies and Modaraba Rules, 1981; and
(d) In our opinion and to the best of our information and according to the explanations given to us;
i) the balance sheet and the related profit and loss account and statement of changes in
financial position, which are in agreement with the books of accounts, and except for the
financial impact of the matter referred to in para (a) above which has not been quantified,
exhibit respectively a true and fair view of the state of the Modaraba's affairs as at 30
June 1997 and the profit and the changes in the financial position for the year ended on
that date;
ii) no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980; and
iii) the business conducted, investments made and expenditures incurred by the Modaraba
are in accordance with objects, terms and conditions of the Modaraba.
HYDER BHIMJI & CO.
Karachi: July 28, 1997 Chartered Accountants
BALANCE SHEET AS AT JUNE 30, 1997
Note JULY 1st 1996 JAN 1st 1995
TO JUNE 30, 1997 TO JUNE 30, 1996
(12 months) (18 months)
Rupees Rupees
CAPITAL AND RESERVES
Authorised
30,000,000 Modaraba Certificates
of Rs 10/- each 300,000,000 300,000,000
=========== ===========
Issued, subscribed and paid up
5,000,000 Modaraba Certificates
of Rs 10/- each subscribed in cash 50,000,000 50,000,000
1,462,500 Bonus Certificates of Modaraba
Rs 10/- each issued as fully paid 3 14,625,000 14,625,000
----------- -----------
64,625,000 64,625,000
Statutory Reserve 4 3,050,677 1,904,523
Unappropriated profit 304,048 229,194
----------- -----------
67,979,725 66,758,717
Security Deposits from Lessees 1,121,329 2,164,146
CURRENT LIABILITIES
Short term Morabaha Finance -- secured 5 27,000,000 25,000,000
Accrued and Other Liabilities 6 2,927,641 3,039,565
Profit Distribution 3,877,500 3,554,375
----------- -----------
33,805,141 31,593,940
----------- -----------
102,906,195 100,516,803
=========== ===========
TANGIBLE FIXED ASSETS
Cost less accumulated amortization/
depreciation
Assets given on lease 7.1 3,783,138 5,165,437
Assets in own use 7.2 629,859 738,935
---------- ----------
4,412,997 5,904,372
LONG TERM INVESTMENTS 8 15,899,066 15,899,066
DEFERRED EXPENDITURE 9 - 123,344
CURRENT ASSETS
---------- ----------
Morabaha/Advances, Deposits 10 2,030,850 11,610,192
Marketable Securities-Short Term 8.10 3,802,735 6,798,864
Prepayment & Other Receivable 11 261,866 336,522
Short Term Placement with Banks 72,500,000 52,980,565
Bank Balances 3,998,681 6,863,878
---------- ----------
82,594,132 78,590,021
---------- ----------
102,906,195 100,516,803
========== ==========
These accounts should be read in conjunction with the attached notes.
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 1997
Note JULY 1st 1996 JAN 1st 1995
TO JUNE 30, 1997 TO JUNE 30, 1996
(12 months) (18 months)
Rupees Rupees
OPERATING INCOME
Profit on Morabaha transactions 509,560 1,579,545
Lease & allied income 14,466,691 21,833,567
---------- ----------
INCOME FROM OPERATION 14,976,251 23,413,112
Other Income 12 1,854,241 7,404,734
---------- ----------
16,830,492 30,817,846
OPERATING EXPENSES 13 (7,356,089) (25,600,842)
---------- ----------
OPERATING PROFIT FOR THE YEAR 9,474,403 5,217,004
Less: (Provision) for diminution in the
value of marketable securities (3,170,554) -
---------- ----------
PROFIT BEFORE CHARGING MANAGEMENT FEE 6,303,849 5,217,004
MODARABA COMPANY'S MANAGEMENT FEE (573,077) (474,273)
---------- ----------
PROFIT BEFORE TAX 5,730,772 4,742,731
TAXATION
- CURRENT (259,921) (141,354)
- PRIOR YEAR (372,343) -
---------- ----------
(632,264) (141,354)
---------- ----------
PROFIT AFTER TAX 5,098,508 4,601,377
UNAPPROPRIATED PROFIT BROUGHT FORWARD 229,194 130,738
---------- ----------
PROFIT AVAILABLE FOR APPROPRIATION 5,327,702 4,732,115
APPROPRIATIONS:
STATUTORY RESERVES (1,146,154) (948,546)
PROFIT DISTRIBUTION IN CASH @ 6 % (1996 5.5%) (3,877,500) (3,554,375)
---------- ----------
UNAPPROPRIATED PROFIT CARRIED FORWARD 304,048 229,194
========== ==========
These accounts should be read in conjunction with the attached notes.
STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE YEAR ENDED JUNE 30, 1997
JULY 1st 1996 JAN 1st 1995
TO JUNE 30, 1997 TO JUNE 30, 1996
(12 months) (18 months)
Rupees Rupees
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit for the year 5,098,508 4,601,377
Changes not effecting working capital ---------- ----------
Amortization of assets given on lease 2,648,371 18,119,589
Depreciation on assets in own use 299,273 388,213
Provision for diminution in the value of
marketable securities 3,170,554 -
Amortization of deferred expenditure 123,344 370,032
(Profit) on disposal of fixed assets(Own) (7,537) -
Dividend Income (301,485) (395,816)
Capital Gain on sale-of marketable securities (3,000) 344,259
---------- ----------
5,929,520 18,826,277
---------- ----------
Operating profit before working capital changes 11,028,028 23,427,654
Changes in Working Capital
(Increase)/decrease in current assets
Morabaha Transactions 10,000,000 23,000,000
Marketable Securities (174,425) 514,696
Advances, deposits and other receivables (346,002) 1,071,027
Short term placements (19,519,435) (33,705,300)
---------- ----------
Net decrease in current assets (10,039,862) (9,119,577)
Increase/(decrease) in current liabilities
Creditor, accrued and other liabilities (111,924) (12,328,325)
---------- ----------
Net decrease in working capital (10,151,786) (21,447,902)
---------- ----------
Net cash from operating activities 876,242 1,979,752
========== ==========
JULY 1st 1996 JAN 1st 1995
TO JUNE 30, 1997 TO JUNE 30, 1996
(12 months) (18 months)
Rupees Rupees
B. CASH FLOW FORM INVESTING ACTIVITIES
Capital expenditures (204,160) (5,501,477)
Dividend Income 301,485 395,816
Sales proceeds of own assets 21,500 -
Capital gain on sale of marketable securities 3,000 (344,259)
---------- ----------
Net cash used in investing activities 121,825 (5,449,920)
========== ==========
C. CASH FLOW FROM FINANCING ACTIVITIES
Security deposits (1,057,577) (1,867,270)
Dividend paid (3,554,375) (3,877,500)
Financial charges (1,251,312) -
Shod term financing 2,000,000 15,000,000
---------- ----------
Net cash from financing activities (3,863,264) 9,255,230