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KHADIM ALI SHAH BUKHARI
& CO. LIMITED
(ANNUAL REPORT 1996-97)
CONTENTS
COMPANY INFORMATION
NOTICE OF ANNUAL GENERAL. MEETING
DIRECTORS' REPORT TO THE SHAREHOLDERS
AUDITORS' REPORT
BALANCE SHEET
PROFIT AND LOSS ACCOUNT
CASH FLOW STATEMENT
NOTES TO THE ACCOUNTS
PATTERN OF SHAREHOLDINGS
FORM OF PROXY
COMPANY INFORMATION
Board of Directors
Nasir Ali Shah Bukhari
(Chairman and Chief Executive)
Arif Ali Shah Bukhari
Waqar Ahmed Siddiqui
Qazi Mazharul Haque
Shabbir Hamza Khandwala
Mohammad Saleem
Naz Chohan
Company Secretary
Qazi Mazharul Haque
Auditors
Taseer Hadi Khalid & Co.
Legal Advisers
Bawaney & Partners
Registered Office
94-95, Stock Exchange Building
Stock Exchange Road
Karachi-74000, Pakistan
Ph: 2429530-4 & 111-222-000
Fax: (92-21) 2412911 & 111-222-001
E-mail: kasbkhi @ paknet3.ptc.pk
Corporate Office
6th Floor, Trade Centre
I.I. Chundrigar Road
Karachi-74200, Pakistan
Ph: 2635501 (10 lines) & 111-222-000
Fax: (92-21) 2630202 & 111-222-001
E-mail: kasb@theoffice.net
Islamabad Office
Suite C, l st Floor, Saudi Pak Tower
61-A, Jinnah Avenue, Blue Area
Islamabad-44000, Pakistan
Ph: 821870-71 & 111-222-000
Fax: (92-51) 821825 & 111-222-001
E-mail: kasbisb@paknetl .ptc.pk
Lahore Office
Suite # 1, 1 st Floor, Business Centre
Main Boulevard, 73 Shadman I
Lahore-54000, Pakistan
Ph: 7550727, 7550733 & 111-222-000
Faxi (92-42) 7551160 & 111-222-001
E-mail: kasblhr@paknet 1 .ptc.pk
Peshawar Office
19, 1st Floor, Super Market
Cantonment Plaza, Saddar
Peshawar-25000, Pakistan
Ph: 284891-92 & 111-222-000
Fax: (92-0521) 284893 & 111-222-001
E-mail: skhadim@paknetl .ptc.pk
Registrar and Share
Transfer Office
THK Associates (Pvt.) Ltd.
Sheikh Sultan Trust Building No. 2
Beaumont Road, Karachi-75530, Pakistan
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Sixth Annual General Meeting of Khadim Ali Shah Bukhari & Co. Limited
will be held on Wednesday, December 17, 1997 at 12:00 noon at the Corporate Office of the Company,
6th Floor, Trade Centre, I.I. Chundrigar Road, Karachi to transact the following business:
1. To confirm the minutes of the Fifth Annual General Meeting of the Company held on
December 17, 1996.
2. To receive, consider and adopt the audited accounts of the Company together with the Directors' and
the Auditors' reports thereon for the year ended June 30, 1997.
3. To appoint auditors of the company for the year ending June 30, 1998 and to fix their remuneration.
The present auditors, Messrs Taseer Hadi Khalid & Co., Chartered Accountants, retire and being
eligible, offer themselves for reappointment.
4. To consider any other business with the permission of the Chair.
Notes:
1. The share transfer books of the Company will remain closed from December 5, 1997 to
December 17, 1997 (both days inclusive) to determine the names of members entitled to attend
the meeting.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend. speak
and vote for him/her. A proxy must be a member of the Company.
3. In order to be valid, an instrument of proxy and the power of attorney or other authority, if any,
under which it is signed, or a notarially certified copy of such power of attorney, must be
deposited at the Registered Office of the Company, 94-95, Stock Exchange Building, Stock
Exchange Road, Karachi not less than 48 hours before the time of the meeting.
4. Members are requested to notify any change in their registered addresses immediately.
DIRECTORS' REPORT TO THE SHAREHOLDERS
The Directors are pleased to present the sixth annual report together with the audited accounts of the
company for the year ended June 30, 1997.
Pakistan's Capital Markets did not perform well during 1996-97. Not-withstanding numerous fiscal
concessions and other measures announced by the Government during the year the share price index failed
to sustain improvement. Your company has also been affected due to these adverse conditions. Brokerage
revenue and other fee based revenues have shown a considerable improvement of 27.24%, amounting to
Rs. 115.30 million compared to Rs. 90.61 million in the previous year. However, due to capital loss of
Rs. 21.85 million on sale of investments overall revenue has declined by 10.48% to Rs. 93.45 million as
against Rs. 104.39 million in 1996. Administrative expenses have increased by 15.32% to Rs. 98.76
million. The increase is due to bad debts written off amounting to Rs. 13.05 million. Financial expenses
have declined by 46.30% to Rs. 10.09 million against Rs. 18.79 million in the last year. A provision for
diminution of short and long term investments for Rs. 10.51 million has been provided. The year 1997
shows a net loss of Rs. 24.77 million as against profit of Rs. 14.97 million in 1996. The results are not in
line with the earlier expectations of the management but a marked improvement has been achieved in the
second half of the year. Administrative expenses, other than the bad debts written off, are almost the same
as last year. Cash flow situation has improved considerably as cash generated from operations increased
by Rs. 88.70 million compared to a decline of Rs. 7.57 million in 1996.
Trade debts have been brought down considerably to Rs. 166.19 million as against Rs. 479.64 million in
the last year. Similarly, creditors and other liabilities have fallen to Rs. 132.88 million from Rs. 366.52
million in 1996. This trend is continuing. The core business activity has sustained growth. The revenue
stream has improved in line with the last six months of the year under review and marked reduction in
financial expenses and other administrative expenses have been achieved which may have a healthy
impact in our next year of operation, subject to improvements in the overall business climate.
EQUITY TRADING
Share trading during 1996-97 did not lift the indices of share prices. KSE 100 index and SBP general index
of share prices both declined by 8.1% and 16% respectively. Due to depressive stock market conditions,
the share prices of only 99 companies recorded any increase.
The volume of trading of shares set a new record of 8.1 billion shares during 1996-97 as precarious
economic conditions lead most institutional stock holders to take advantage of any market rallies and off
load their stocks. The new issues markets were relatively thin during 1996-97 with shares worth only
Rs. 2 billion being offered. Only Rs. 0.6 billion worth of shares were subscribed. The rest of the shares
were picked up by the underwriters.
Your company's equity brokerage has shown an increase of 12.31% in the period under review. KASB has
once again been selected by Euromoney as the "best domestic securities firm" in Pakistan for the fourth
year in a row. Our equity sales group has grown to 10 full time sales executives covering institutional
clientele internationally and in the domestic market. Our experience with individual clients has not been
fruitful. Rather we suffered heavily due to losses of individual clients resulting in bad debts. Your
company would continue to focus on quality business of our institutional clientele and focus on customer
service and set higher standards of service in the industry.
The recent development of computer trading system installed at Karachi Stock Exchange would provide
us an opportunity to service our clientele base, international and domestic both, in a more comprehensive
and efficient manner. The dominance which your company enjoys in terms of its share of the
institutional business would have a positive impact on our brokerage revenues. We remain excited by the
growth prospect of this core sector of your company's business.
RESEARCH
Research can be described as the fundamental and most important area of your company. In this area of
business activities. your company has now entered into a joint venture with Merrill Lynch, whereby
research is jointly prepared by our analysts with regional and global input from Merrill's analysts. It is
distributed to the world-wide client network of Merrill Lynch as well. The full impact of this effort would
be evident later than the period under review as the first research was distributed only in the last two
months of the year under review. We are extremely pleased with the developments in this area.
We currently have four research analysts and a senior economist conducting comprehensive company and
sectorial research as well as providing macroeconomic outlook. Our analysts are being provided training
and full technical support by Merrill Lynch.
The distribution of Pakistan research through the world-wide network of Merrill Lynch would also allow
this department to selectively expand in the next fiscal year and better technology would be employed.
MONEY MARKET AND FOREX BROKERAGE
Revenue in this area has been relatively low for the year ended June 30, 1997. Our activities in the Money
Market and Foreign Exchange brokerage business generated revenues which totalled Rs.16.64 million
which is lower by 21.57% compared to Rs. 21.22 million last year.
Our business in this area revolves around the brokerage of government and the public sector securities and
inter-bank forex transactions between financial institutions. We have strengthened our desk for money
market and forex by inducting more qualified and experienced sales team. State Bank of Pakistan is
continuing the reform program initiated a few years back for the development of this market. Some
institutions have also started to initiate trades directly, this resulted into reduced brokerage activities. The
management of your company believes that by providing better customer service and innovative ideas
brokerage revenues would improve. We have also insured to improve the quality of our human resource
by imparting training to our sales force.
FIXED INCOME
The recent incentives provided by the Government for the development of Term Finance Certificate (TFC)
market has provided additional boost to our activities in the fixed income business. We are at the forefront
of the development of secondary market for TFCs. We have also been successful in developing a core
group of customer base for TFCs issued by Pakistani corporates. KASB is committed to playing a leading
part in the expansion of this business and the management of your company feels that this is the area where
we can expect growth and very high returns with moderate risk.
CORPORATE FINANCE
This area of our business is performing steadily. We have seen substantial increase in our revenue
amounting to Rs. 34.84 million as compared to Rs. 10.00 million in the previous year. This group is also
focussing on structuring corporate debt and TFCs for large Pakistani corporations. Liberalising of the
economy, while limiting direct government involvement in business, is creating opportunities for
privatisation and disinvestment. KASB has been jointly mandated for disinvestment of 49% of the
Government holdings in Allied Bank of Pakistan Limited.
KASB's corporate finance group (CFG) is well positioned to take full advantage of the burgeoning
opportunities. With access to the international resources of Merrill Lynch and deepening local expertise,
especially in the area of capital markets, CFG aims to increase its market share in terms of number of
transactions as well as revenue generated in the coming year.
HUMAN RESOURCES
KASB believes that its people, their motivation and dedication to professionalism, quality and innovation,
that add lasting value to each and every customer relationship, are its main asset. Your company
continues to strive to create a culture of mutual trust and satisfaction with emphasis on respect and
dignity to employees, reward and recognition. We have focused on improving the quality of our
employees by providing continuous training. Our relationship with Merrill Lynch also envisages training
of our employees at Merrill's offices in Asia. The total number of employees have shrunk to 134 as
compared to 157 in ! 996 and we are continuing to streamline various departments. Groups of employees'
"Ideas Forums" have been set up which have contributed in a healthy manner to the restructuring and
refocussing of our activities. Emphasis is on doing little things with perfection.
INFORMATION TECHNOLOGY
To support our core business and achieve our competitive advantage, we have committed significant
resources to improving technology. In order to develop a better communication system within our
branches and clientele, we are in the process of setting up a new communication and data processing
network. Softwares have been rewritten. New central processing unit and hardwares are being installed.
Our employees are being continuously provided training to keep them updated on technological
developments. New employees have been added to further strengthen the quality of our information
technology department
RISK MANAGEMENT
The issue of risk management is closely related to our efforts to upgrade our technology,. We feel that in
the critical area of managing counter party risk, our own internal systems are to be developed further to
reduce the potential risk. We have suffered to some extent in handling individual client business. We are
now focusing on three key elements:
(i) Communication
(ii) Controls and guidelines
(iii) Risk technology
Based on these we would now follow a more rigorous procedure of monitoring, evaluating and managing
the risk and exposure of the company. We are relying on more technology support in the belief that there
is more to risk management than identifying and measuring risk. The process itself has been strengthened
by experience.
The financial results of the company for the year ended June 30, 1997 are summarized as follows
The net loss of the company for the year before provision for
diminution in value of investments and taxation is (10,830)
Provision for diminution in value of investments' (10511)
----------
Loss before taxation (21,341)
----------
Taxation - Current year (4,353)
Prior year 921
----------
Loss after taxation (3,432)
----------
Unappropriated profit brought forward (24,773)
Unappropriated profit carried forward 105,297
----------
80,524
==========
You are requested to appoint auditors for 1997 and fix their remuneration. The present auditors,
Taseer Hadi Khalid & Co., Chartered Accountants, retire and offer themselves for reappointment.
The pattern of shareholdings as required by section 236 of the Companies Ordinance, 1984 is enclosed.
Finally, the Directors would like to thank our shareholders for their support in the difficult times and our
staff for their excellent performance during the year. We also wish to thank our clients for their continued
patronage. The directors look at the future with confidence and will make all possible endeavour to
maintain sustained growth.
On behalf of the Board of Directors
Taseer Hadi Khalid & Co.
Chartered Accountants
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of KHADIM ALl SHAH BUKHARI & CO.
LIMITED as at 30 June 1997 and the related profit and loss account and cash flow statement,
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 thereon have
been drawn up in conformity with the Companies Ordinance, 1984 and are in
agreement with the books of account and are further m 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
vear 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 cash flow statement, together with the
notes forming part thereof, 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 30 June 1997 and of the loss and cash flow 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.
BALANCE SHEET AS AT JUNE 30, 1997
Note  1997 1996
(Rupees in thousand)
SHARE CAPITAL AND RESERVES
Authorised capital
40,000,000 ordinary shares of Rs. 10 each 400,000 400,000
========== ==========
Issued, subscribed and paid-up capital
11,119,680 ordinary shares of Rs. 10 each 3 111,197 111.20
Share premium 70,004 70,004
80,524 105,297
Unappropriated profit ---------- ----------
261,725 286,498
LIABILITIES AGAINST ASSETS SUBJECT
TO FINANCE LEASE 4 1,515 519
DEFERRED LIABILITIES
Staff retirement gratuity 2,319 1,552
CURRENT LIABILITIES ---------- ----------
Running finance under mark-up arrangements 5 19,805 63,395
Current maturity of assets subject
to finance lease 4 859 438
Creditors, accrued and other liabilities 6 132,877 366,520
Proposed dividend - 5,560
---------- ----------
153,541 435,913
---------- ----------
419,100 724,482
========== ==========
FIXED ASSETS 7 42,317 41,565
ROOMS, BOOTHS AND MEMBERSHIP CARD 8 18,699 18,699
LONG TERM DEPOSIT - 690
LONG TERM RECEIVABLE 9 6,120 9,180
LONG TERM INVESTMENTS - NET 10 88,063 94,063
---------- ----------
CURRENT ASSETS
Short term investments - net 11 41,890 46,421
Trade debts 12 166,193 479,635
Advances, deposits, prepayments
and other receivables 13 15,530 19,253
Taxation 6,237 7,214
Cash and bank balances 14 34,051 7,762
---------- ----------
263,901 560,285
---------- ----------
419,100 724,482
========== ==========
These accounts should be read in conjunction with the attached notes.
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED JUNE 30, 1997
Note 1997 1996
(Rupees in thousand)
Brokerage revenue 15 64,676 64,689
Other operating revenue 16 50,622 25,925
Capital (1oss)/gain on investments 17 (21,847) 13,778
---------- ----------
93,451 104,392
Administrative expenses 18 {98,764) (85,640)
---------- ----------
Operating (loss)/profit (5,313) 18,752
Other income 19 4,574 16,321
---------- ----------
(739) 35,073
Financial expenses 20 (10,091) (18,792)
---------- ----------
(10,830) 16,281
Provision for diminution
in value of investments (10,511) (1,174)
---------- ----------
(Loss)/profit before taxation (21,341) 15,107
---------- ----------
Taxation - Current year -4,353 (1,575)
- Prior year 921 1,439
---------- ----------
(3,432) (136)
---------- ----------
(Loss)/profit after taxation (24,773) 14,971
Unappropriated profit brought forward 105,297 95,886
---------- ----------
Profit available for appropriation 80,524 110,857
Appropriations: ---------- ----------
Proposed cash dividend Nil (1996: @ 5%) - 5,560
Unappropriated profit carried forward 80,524 105,297
========== ==========
These accounts should be read in conjunction with the attached notes.
NOTES TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED JUNE 30, 1997 Page 1 of 2
Note 1997 1996
(Rupees in thousand)
CASH FLOW FROM OPERATING ACTIVITIES
Cash generated from operations A 88,700 (7,569)
Financial charges paid (15,163) (17,828)
Income tax paid (2,455) (5,525)
---------- ----------
Net cash inflow/(outflow) from operating activities 71,082 (30,922)
CASH FLOW FROM INVESTING ACTIVITIES
Capital expenditure (5,025) (13,590)
Sale proceeds of fixed assets 1,330 1,635
Net decrease in long term deposits 690 177
Net decrease/(increase) in long term receivable 3,060 (434)
Net decrease in long term investments - 13,636
Mark-up and other income received 5,142 15,164
---------- ----------
Net cash inflow from investing activities 5,197 16,588
CASH FLOW FROM FINANCING ACTIVITIES
Short term finance from banks - ( 121,989)
Dividend paid (5,547) (5,039)
Payment of finance lease liabilities (853) (549)
---------- ----------
Net cash (outflow) from financing activities (6,400) (127,577)
---------- ----------
Net increase/(decrease) in cash and cash equivalents 69,879 (141,911
Cash and cash equivalents at beginning of year B (55,633) 86,278
---------- ----------
Cash and cash equivalents at end of year B 14,246 (55,633)
========== ==========
The annexed notes form an integral part of this statement.
(A) CASH FLOW FROM OPERATING ACTIVITIES
(Loss)/profit before taxation (21,341) 15,107
Add/(less) adjustments for non-cash charges