| HONDA ATLAS CARS (PAKISTAN) LTD |
|
|
|
|
|
|
|
|
|
|
| Annual
Report 1997 |
|
|
| CONTENTS |
|
| Company
Information |
|
| Notice
of Meeting |
|
| Chairman's
Review |
|
| Chronicle
of Events |
|
| Directors'
Report |
|
| Auditors'
Report to the Members |
|
| Balance
Sheet |
|
| Profit
and Loss Account |
|
| Cash
Flow Statement |
|
| Notes
to the Accounts |
|
| Pattern
of Shareholding |
|
|
|
|
|
|
|
| COMPANY
INFORMATION |
|
| THE
BOARD OF DIRECTORS |
|
| Mr.
Yusuf H. Shirazi |
(Chairman) |
|
| Mr.
Kanji Kashiwagi |
(Chief Executive) |
|
| Mr.
Aamir H. Shirazi |
|
| Mr.
Hiromi Mizutani |
|
| Mr.
Jawaid lqbal Ahmed |
|
| Mr.
Satoshi Okamoto |
|
| Mr.
Tatsunari Tanaka |
|
|
| COMPANY
SECRETARY |
|
| Hafiz
Muhammad Hanif |
|
|
| EXECUTIVE
COMMITTEE |
|
| Mr.
Kanji Kashiwagi |
(President) |
|
| Hafiz
Muhammad Hanif |
(Vice President) |
|
| Mr.
Hiromi Mizutani |
(Vice President) |
|
| Mr.
Aamir H. Shirazi |
(Director) |
|
|
| AUDITORS |
|
| A.E
Ferguson &. Co., |
|
| Chartered
Accountants |
|
|
| LEGAL
ADVISORS |
|
| Corlenius,
Lane & Mufti |
|
| Sattar
& Sattar |
|
|
| BANKERS |
|
| ABN
Amro Bank |
|
| ANZ
Grindlays Bank |
|
| Citibank
N.A. |
|
| Deutsche
Bank |
|
| Muslim
Commercial Bank Limited |
|
| The
Bank of Tokyo-Mitsubishi Limited |
|
|
| REGISTERED
OFFICE |
|
| 1-Mcleod
Road, Lahore |
|
| Phone:
(042) 7225015-17 |
|
| Fax:
(042) 7233518 |
|
|
| FACTORY |
|
| 43
Km, Multan Road, |
|
| Manga
Mandi, |
|
| Lahore. |
|
| Phone:
(042) 5750011-17 |
|
| Fax: (042) 5750020 |
|
|
|
| NOTICE
OF FIFTH ANNUAL GENERAL MEETING |
|
|
| Notice
is hereby given that 5th Annual General Meeting of the shareholders of Honda
Atlas Cars |
|
| (Pakistan)
Limited will be held on Monday, 15th December, 1997 at 2.30 pan. at 1-Mcleod
Road, |
|
| Lahore
to transact the following business: |
|
|
| 1.
To confirm the minutes of the Extra Ordinary General meeting held on April
30, 1997. |
|
|
| 2.
To receive, approve and adopt the audited accounts for the year ended June
30, 1997 together |
|
| with
the Directors' and Auditors' reports thereon. |
|
|
| 3.
To consider and approve the recommendation of directors for issue of 5% bonus
shares and to |
|
| consider
and, if thought fit, pass with or without modification(s) the following: |
|
|
| Ordinary
Resolution: |
|
|
|
| (i)
"Resolved that a sum of Rs. 20,000,000 out of Company's Profits be
capitalized for issuing |
|
| 2,000,000
fully paid ordinary shares of Rs 10/- each as bonus shares to be allotted to
those |
|
| shareholders
whose names stand in the register of members at the close of business on |
|
| December
07, 1997 m the proportion of five share for every hundred shares held by a |
|
| member.
The said shares shall rank pari passu with the existing shares of the company
as |
|
| regards
future dividends and all other respects. |
|
|
| (ii)
The members entitled to a fraction of a share shall be given sale proceeds of
their fractional |
|
| entitlement,
for which purpose the fractions shall be consolidated into whole shares and |
|
| sold
in the stock market. |
|
|
| (iii)
The Directors be and are hereby authorized and empowered to give effect to
this resolution |
|
| and
to do or cause to be done all acts, deeds and things that may be necessary or
required |
|
| for
issuance, allotment and distribution of Bonus Shares". |
|
|
| 4.
To appoint Auditors for the year ending June 30, 1998 and fix their
remuneration. M/s A.E |
|
| Ferguson
& Co., Chartered Accountants, the present auditors of the company, retire
and being |
|
| eligible,
offer themselves for re-appointment. |
|
|
| 5.
To transact any other business with permission of the Chair. |
|
|
| November
22, 1997 |
|
| Lahore. |
|
|
| NOTES: |
|
|
| 1.
The share transfer books of the company will remain close from December 8,
1997 to |
|
| December
15, 1997 (both days inclusive). |
|
|
| 2.
A member entitled to attend and vote at the Annual General Meeting is
entitled to appoint |
|
| another
member as a proxy and vote on his/her behalf. Proxies in order to be
effective, must be |
|
| received
at the Registered Office of the Company not less than 48 hours before the
time of the |
|
| meeting. |
|
|
| 3.
The shareholders are requested to notify the company immediately of the
change in their address, |
|
| if any. |
|
|
|
| CHAIRMAN'S
REVIEW |
|
|
| It
gives me great pleasure to welcome you at the |
|
| 5th
Annual General Meeting of shareholders of |
|
|
| the
Company and present you the Annual report |
|
| for
the year ended June 30, 1997. |
|
|
| THE
ECONOMY |
|
| The
Fiscal Year 1996-97 was one of the most |
|
| difficult
years in the economic history of |
|
| Pakistan.
Most economic indicators showed a |
|
| trend
of decline. During the year, the GDP |
|
| growth
was 3.1%, a decline against the growth |
|
| of
6.4% during 1995-96. Agriculture, the largest |
|
| contributing
sector, showed a negligible growth |
|
| of
0.7% as against 5.3% in the preceding year. |
|
| The
growth of the manufacturing sector was |
|
| 1.8%
compared with 4.4% during the last year. |
|
| The
large scale manufacturing registered a |
|
| decline
of 1.4%. Heavy taxation, high prices of |
|
| raw
materials, escalation. g cost of loans and high |
|
| utility
charges were the main reasons which |
|
| impeded
the growth of the industrial sector. |
|
|
| Despite
the imposition of additional taxes of Rs |
|
| 40.8
billion in the Budget 1996-97 and a further |
|
| Rs
13.0 billion through another tax packages |
|
| announced
in October 1996, the fiscal deficit |
|
| widened
to 6.2% of GDP as against the budgeted |
|
| target
of 4.0%. Inflation during the year |
|
| increased
to 11.6%. The rupee devalued by 15%, |
|
| utility
tariffs increased by 6.25% and revision in |
|
| sales
tax from 15% to 18% increased the cost of |
|
| production.
The high deficit financing at 6.3% |
|
| had
corresponding inflationary impact of 11.6%. |
|
| As
a result, the balance of payment came under |
|
| pressure
during the year. The exports decreased |
|
| by
5.4%, imports decreased by 1.47% and the |
|
| trade
deficit increased to $ 3.37 billion. |
|
|
| The
slowdown of the economy reflected in the |
|
| quantum
index numbers for import of machinery |
|
| and
transport equipment. In the first three |
|
| quarters
of 1995-96, the index numbers were |
|
| 344.5,
206.6 and 247.3 for the respective |
|
| quarters.
These figures were drastically down for |
|
| 1996-97
and stood at 191.1, 186.4 and 146.5 |
|
| respectively.
The general wholesale price index |
|
| and
the general consumer price index kept rising |
|
| and
stood at 207.76 and 196.96 respectively |
|
| (base:
1990-91= 100) effecting the consumer's |
|
| purchasing
power drastically |
|
|
| THE
AUTOMOBILE INDUSTRY |
|
| The
total registered automotive vehicles plying |
|
| on
the roads in Pakistan are about 3,263,000 |
|
| which
include 604,000 motorcars. According to |
|
| an
official estimate there are irregular imports |
|
| of
75,000 cars in the country and an average of |
|
| 4,000
cars imported yearly by residents abroad |
|
| on
account of transfer of residence. Starting from |
|
| the
British and European and followed by the |
|
| Anglo-American
cars, the country has clearly |
|
| decided
in favour of the Japanese cars. The |
|
| country
gave an exclusive right in 1983 to one |
|
| of
the Japanese car manufacturers to make a total |
|
| local
car within Pakistan. This exclusiveness |
|
| however
gave way in favour of another Japanese |
|
| car
manufacturer in 1992. These two Japanese |
|
| makers
focused on indigenous production of cars |
|
| upto
1300cc. Honda decided to enter the market |
|
| and
launched its car in the second half of 1994 |
|
| with
a 1500cc Civic. The first full production |
|
| year of the
three Japanese cars in 1995 led to a |
|
| production of
26,185 units. From 1984 to 1997 |
|
| the total Japanese
cars locally produced were |
|
| 327,347, an average
of 23,382 cars yearly and |
|
| 36,782 cars since
1994 when Honda entered in |
|
| the market. Honda
share by June, 97 was 13,332 |
|
| units - 4,840 in
1995, 4,548 in 1996 and 3,944 |
|
| in 1997 (vide
Table I) remaining always number |
|
| one in its
category of car. |
|
|
| Table I |
|
|
| PRODUCTION
OF LOCALLY PRODUCED AUTOMOBILES |
|
|
|
|
| CATEGORIES |
|
TOTAL |
1990 |
1991 |
1992 |
1993 |
1994 |
1995 |
1996 |
1997 |
TOTAL |
TOTAL |
|
|
1984-89 |
|
1990-97 |
1984-97 |
|
|
| Below
1000CC |
83,024 |
20,306 |
20,434 |
22,532 |
17,979 |
7,061 |
6,880 |
16,291 |
21,061 |
132,544 |
215,568 |
|
| 1000CC |
|
4,019 |
5,872 |
5,766 |
6,382 |
5,169 |
4,104 |
4,690 |
7,532 |
8,253 |
47,768 |
51,787 |
|
| 1300CC |
|
-- |
-- |
-- |
-- |
5,947 |
8,405 |
9,775 |
9,895 |
8,025 |
42,047 |
42,047 |
|
| 1400CC |
|
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
320 |
320 |
320 |
|
| 1500CC |
|
-- |
-- |
-- |
-- |
-- |
-- |
4,840 |
3,492 |
1,630 |
9,962 |
9,962 |
|
| 1600CC |
|
-- |
-- |
-- |
-- |
-- |
-- |
-- |
1,056 |
1,774 |
2,830 |
2,830 |
|
| Subtotal |
|
87,043 |
26,178 |
26,200 |
28,914 |
29,095 |
19,570 |
26,185 |
38,266 |
41,063 |
235,471 |
322,514 |
|
| %Growth |
|
-- |
-- |
0.10% |
10.40% |
0.60% |
(32.7%) |
33.80% |
46.10% |
7.30% |
6.60% |
|
| Light
Comm. |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
1,803 |
3,030 |
4,833 |
4,833 |
|
| Vehicles, |
|
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
| TOTAL |
|
87,043 |
26,178 |
26,200 |
28,914 |
29,095 |
19,570 |
26,185 |
40,069 |
44,093 |
240,304 |
327,34 |
|
|
|
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
---------- |
|
| %Growth |
|
-- |
-- |
0.10% |
10.4% |
0.60% |
(32.7%) |
33.8% |
53.00% |
10.00% |
7.70% |
-- |
|
| HONDA |
|
-- |
-- |
-- |
-- |
-- |
-- |
4,840 |
4,548 |
3,944 |
13,332 |
13,332 |
|
|
|
|
|
|
|
|
| The investment made in
the automobile |
|
| industry is
of Rs 5.344 billion including foreign |
|
| equity of Rs 1.532
billion. The industry has |
|
| manufacturing
facility of 110,000 cars per |
|
| annum. The
automotive industry contributes an |
|
| amount of about Rs 7.233
billion to the |
|
| government
revenue annually besides saving a |
|
| foreign
exchange of US$ 95.5 million per year. |
|
| Honda's
contribution in government revenue |
|
| was Rs 851
million in 1994-95, Rs 891 million |
|
| in 1995-96 and
Rs 860 million in 1996-97: Total |
|
| Rs 2,602
million. The industry is operating at a |
|
| capacity
utilization of 40% and has created more |
|
| than 800 vendors for
the local manufacture of |
|
| parts and components,
thus providing job |
|
| opportunities to
400,000 peoples. |
|
|
| The passenger
car industry in this country has |
|
| great prospects.
The Pakistani population is |
|
| about
140 million people. At the present rate of |
|
| cars
on the roads, the average comes to be 232 |
|
| persons
per car which is far below the normal |
|
| standard
of 109 persons per car among the |
|
| developing
countries, particularly the South East |
|
| Asia
and the developed world where the average |
|
| is
8 persons per car. There has been a growth in |
|
| passenger
cars in the country which were 87,043 |
|
| for
the period 1984-1989 and grew to 240,304 |
|
| including
light commercial vehicles during the |
|
| period
1990 to 1997 at an average growth rate |
|
| of
7.7% in eight years or 31.1% since 1994 when |
|
| Honda
entered in the market. Since 1984 |
|
| Japanese
cars total is 327,347 for the period |
|
| 1984-1997
which include 4,833 light |
|
| commercial
vehicles. As stated above, the cars |
|
| otherwise
imported at 75,000 units or imported |
|
| through
transfer of residence every year at about |
|
| 4,000
units are in addition. That shows an |
|
| obvious
optimism for the car industry for the |
|
| future
growth potential in this country. |
|
|
| As
far as Honda Atlas is concerned, as soon as it |
|
| came
into production in July 94 the |
|
| Government
Sector restricted purchase of cars |
|
| upto 1300cc. It,
thus, deprived Honda of about |
|
| 1/3rd of the total
market potential. After |
|
| persistently
pursuing the government to accept |
|
| 1500cc Civic for
Government use, which was |
|
| compatible in
all respect of quality and price co- |
|
| efficiency, with the
1300cc cars that the |
|
| Government had decided to
buy for itself, |
|
| Honda was
constrained to introduce a 1300cc |
|
| car - 'City'
in the first half of 1997. |
|
|
| Entry
of the Honda Atlas car had a healthy |
|
| its
full impact during this period. It was followed |
|
| impact
on the car industry on the whole from |
|
| product
improvement to customer satisfaction, |
|
| price co-efficiency
and profitability. The |
|
| competition led to a
genera[ promotion of the |
|
| economic
situation. With this 1300cc model, |
|
| industry
- product innovation, after sales |
|
| service, spread of
dealers network and |
|
| availability of
the parts, etc. Generally the |
|
| profitability
improved. The Industry sales, for |
|
| cars.
With the addition of Honda 'City', the |
|
| example,
improved from Rs 9.7 billion in 1993 |
|
| to Rs 14.8 billion in
1996. The GP margin |
|
| of
large government, corporate and private |
|
| respectively
increased from 2.90% to 11.28%, |
|
| sector
customers who have limitation of engine |
|
| ROE
from (10.91%) to 30.41% and EPS from |
|
| Rs (1.52) to Rs
5.74. Honda Atlas, starting |
|
| during the second
half of 1994 earned an ROE |
|
| of 4.22% and EPS Rs 0.52
in 1994 which |
|
| increased to an ROE of
27.02% and EPS Rs 5.03 |
|
| during 1996. The
industry's ROE was 30.41% and |
|
| EPS 5.74 during the
later year-1996 (Table II). |
|
|
| Table II |
|
| FINANCIAL
HIGHLIGHTS OF THE HONDA VIZ-A-VIZ THE INDUSTRY |
|
|
| :Rs.
in million |
1993 |
|
1994 |
|
1995 |
|
1996 |
|
1997 (Half year) |
|
|
Industry |
Honda# |
Industry |
Honda* |
Industry |
Honda** |
Industry |
Honda |
Industry |
Honda |
|
| Paid-up
Capital |
1,031.66 |
-- |
1,431.66 |
400.00 |
1,677.31 |
400.00 |
1,677.31 |
400.00 |
1,677.31 |
400.00 |
|
| Equity |
|
1,434.27 |
-- |
1,649.32 |
496.99 |
2,395.68 |
583.41 |
3,166.29 |
744.58 |
3,611.29 |
820.22 |
|
| Sales |
|
9,669.67 |
-- |
10,036.01 |
1,051.92 |
11,059.84 |
1,486.45 |
14,823.63 |
2,783.23 |
7,153.18 |
1,301.34 |
|
| GP
Margin (%) |
2.90 |
-- |
3.36 |
9.01 |
6.68 |
9.86 |
11.28 |
12.71 |
11.07 |
13.93 |
|
| ROE (%) |
|
(10.91) |
-- |
(9.34) |
4.22 |
5.52 |
14.81 |
30.41 |
27.02 |
12.32 |
9.22 |
|
| EPS |
|
(1.52) |
-- |
(1.08) |
0.52 |
0.79 |
2.16 |
5.74 |
5.03 |
2.65 |
1.89 |
|
|
|
|
|
|
|
| #
Not in production |
|
| *
Commercial production started in July'94 and year ended on Dec'94 |
|
| **
Six months figure because of change 0f financial year |
|
|
|
| While the full year
results of the companies are |
|
| awaited it appears
that the GP margin during |
|
| the
first six months of the industry was at 11.07% |
|
| against Honda's GP
margin of 13.93%. Industry |
|
| ROE was 12.32%
against Honda's ROE of 9.22% |
|
| and Industry EPS
was Rs 2.65 against Honda's |
|
| EPS
of Rs 1.89 (Table II). During the second |
|
| half
Honda Atlas GP margin further fell to |
|
| 4.34%,
ROE (3.48%) and EPS Rs (0.69) as |
|
| elaborated
in Table III. The fall was basically |
|
| due
to the fact that the Government restriction |
|
| to
buy cars upto 1300cc, thus excluding Honda |
|
| Atlas
cars from 1/3rd of the total market, had |
|
| its
full impact during this period. It was followed |
|
| by
the recession, national election and its |
|
| aftermath,
successive devaluation and |
|
| adjustment
and re-adjustment of the country's |
|
| economic
situation. With this 1300cc model, |
|
| however,
'Honda Atlas' has now confirmed its |
|
| position
as a leading passenger car manufacturer |
|
| by
producing in the range of 1.3, 1.5 & 1.6 liter |
|
| car.
With the addition of Honda 'City', the |
|
| company
re-assured its capability to satisfy needs |
|
| of
large government, corporate and private |
|
| sector
customers who have limitation of engine |
|
| capacity
and/or price. The demand for Honda |
|
| City
has started to increase now and this model |
|
| is
preferred over other cars in its category due to |
|
| its
high quality, high technical specifications and |
|
| availability
in popular colours and due to its |
|
| high
performance in its range of products. |
|
|
| COMPANY
PERFORMANCE |
|
| HACPL
was set up in 1993. It started operations |
|
| in
second half of 1994 with a paid up capital of |
|
| Rs
400 million. The total equity now stands at |
|
| Rs
792.65 million in 1997, an annual growth of |
|
| 24.1%,
quite in keeping with Honda Atlas |
|
| growth pattern.
During this period, the sales |
|
| increased
respectively from Rs 1,051.92 million |
|
| to Rs 2,556.49
million i.e. at an average growth |
|
| rate of 8% and the
GP increased from 9.01% to |
|
| 9.22%, the ROE
increased from 4.22% to 6.06% |
|
| and the EPS from
Rs 0.52 to Rs 1.20 while the |
|
| ROE
and EPS in 1996 were 27.02% and |
|
| As
seen from the table No. III, the first half of |
|
| Rs 5.03 (Vide
Table III): |
|
|
| Table III |
|
|
| PERFORMANCE
DATA |
|
|
| Rs. in million |
|
1996-97 |
|
|
1994* |
1995** |
1995-96 |
(lst half) |
(2nd half) |
Cumulative |
|
|
| Paid-up
Capital |
Rs.400.00 |
Rs.400.00 |
Rs.400.00 |
Rs.400.00 |
Rs.400.00 |
Rs.400.00 |
|
| Equity |
|
496.99 |
583.41 |
744.58 |
820.22 |
792.65 |
792.65 |
|
| Sales |
|
1,051.92 |
1,486.45 |
2,783.23 |
1,301.34 |
1,255.15 |
2,556.49 |
|
| P.B.T. |
|
26.56 |
94.30 |
215.89 |
82.65 |
(62.75) |
19.90 |
|
| P.A.T. |
|
20.99 |
86.42 |
201.17 |
75.~3 |
(27.56) |
48.07 |
|
| G.P.
Margin (%) |
9.01 |
9.86 |
12.71 |
13.93 |
4.34 |
9.22 |
|
| ROE
(%) (A.T.) |
4.22 |
14.81 |
27.02 |
9.22 |
(3.48) |
6.06 |
|
| EPS (B.T.) |
|
0.66 |
2.36 |
5.40 |
2.07 |
(1.57) |
0.50 |
|
| EPS (A.T.) |
0.52 |
2.16 |
5.03 |
1.89 |
(0.69) |
1.20 |
|
|
| *
Commercial production started in July'94 and year ended on Dec'94 |
|
| **
Six months figure because 0f change of financial year |
|
|
| During the year
under review on the whole, there |
|
| was a major
devaluation of rupee by 8.5% in |
|
| Oct'96 in addition
to 3.65% in Sep'96. This |
|
| affected production
cost by about Rs 50,000 - |
|
| 60,000 per car.
Due to the unfavourable market |
|
| situation the company
absorbed the maximum |
|
| amount and passed
on only Rs 20,000 - 30,000 |
|
| per car to
the customers - in Nov'96. Besides this, |
|
| the poor cotton
crop and political uncertainty |
|
| in the second
quarter had a considerable adverse |
|
| impact on the
market. With the establishment |
|
| of new government
in Feb'97 speculation about |
|
| the downward revision
of taxes and duties |
|
| mounted until end
of the third quarter and |
|
| seriously
affected the sales. The economic relief |
|
| package was announced
on 20th March, 1997. |
|
| In the tariff
structure, the government waived off |
|
| 10% regulatory duty
on the import of CKD but |
|
| at the same
time it was offset by increase of custom |
|
| duty from 30% to 40%.
However, the government |
|
| reduced the General
Sales Tax (GST) from 18% |
|
| to
12.5% thus giving the net benefit of 5.5% to |
|
| the
customers. Your company again passed on the |
|
| the
customers. Your company again passed on the |
|
| but
the diminishing purchasing power of the |
|
| customers
shifted them to the smaller and cheaper |
|
| cars
of lesser quality and price. |
|
|
| As
seen from the table No. III, the first half of |
|
| the
year 1996-97 however went quite in line |
|
| with
the past performance recording a profit of |
|
| Rs
82.65 million. The sales increased to Rs |
|
| 1,301.34
million against Rs 1,031.89 million of |
|
| the
corresponding period, GP to 13.93% from |
|
| 13.29%
and ROE and EPS respectively from |
|
| 9.44%
and Rs 1.52 to 9.22% and Rs 1.89 against |
|
| the
corresponding six month. It was, however, |
|
| the
second half of 1996-97 that could not cope |
|
| pace
with the first half resulting into a loss of Rs |
|
| 62.745
million. The year's total net profit before |
|