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ORIX LEASING PAKISTAN LIMITED
ANNUAL REPORT 1997
CONTENTS
Company Information
ORIX Corporation, Japan- Group Profile
Associated Companies
Financial Highlights of the Company
Notice of Meeting
Report of the Directors
Auditors' Report
Balance Sheet
Profit and Loss Account
Statement of Changes in Financial Position
Notes to the Accounts
Pattern of Shareholding
ORIX Group Directory
COMPANY INFORMATION
Mr. Yoshihiko Miyauchi (alternate Mr. Takafumi Kanda) Chairman
Mr. Shakirullah Durrani Vice Chairman
Mr. Yoshiaki Ishida (alternate Mr. Hiromi Kobayashi)
Mr. Takeshi Sato
Mr. Muizuddin Ahmad (alternate Sayed Muzafar All Shah)
Mr. Mohammed Aslam
Mr. Rauf Ahmed Shamsi (resigned October 24, 1997)
Mr. Shaheen Amin (appointed October 24, 1997)
Mr. Humayun Murad Chief Executive
COMPANY SECRETARY
Mr. Ramon AIfrey - ACA
BANKERS AND LENDING INSTITUTIONS
Banks
ABN-AMRO Bank
American Express Bank Limited
ANZ Grindlays Bank Limited
Citicorp Investment Bank Pakistan Limited
Credit Agricole Indosuez (Formerly Banque Indosuez)
Deutsche Bank A.G.
Faysal Bank Limited
First International Investment Bank Limited
Oman International Bank SAOG
Standard Chartered Bank
Societe Generale, The French and International Bank
The Bank of Tokyo - Mitsubishi Limited
DFIs and Lending Institutions
Asian Development Bank
Asian Finance and Investment Corporation Limited
Bankers Equity Limited
Crescent Investment Bank Limited
F. M. O., The Netherlands
International Bank for Reconstruction and Development
International Finance Corporation
Pakistan Kuwait Investment Company (Private) Limited
Saudi Pak Industrial & Agricultural Investment Company (Private) Limited
AUDITORS
Sidat Hyder Qamar Maqbool & Co., Chartered Accountants
LEGAL ADVISORS
Mansoor Ahmad Khan & Co.
Walker Martineau Saleem
REGISTRARS AND SHARE TRANSFER OFFICE
Noble Computer Services (Private) Limited
2nd Floor, AI-Manzoor Building,
Dr. Ziauddin Ahmed Road, Karachi.
REGISTERED OFFICE & HEAD OFFICE
Overseas Investors Chamber of Commerce Building,
Talpur Road, Karachi-74000
Tel: 2426020-9 Fax: 2425897
Lahore
State Life Building, Sir Aga Khan III Road (Davis Road), Lahore-54000.
Tel: 6369946, 6301527, 6302620, 6304258, 6301866 and 6302897
Fax: 6305024
Faisalabad
3rd Floor, Ahmed Plaza, Bilal Road, Faisalabad.
Tel: 633926 and 633811-3
Fax: 633927
Sialkot
1st Floor, Goolam Kadir Arcade, Aziz Shaheed Road, Sialkot Cantt.
Tel: 260767 and 260616
Fax: 269548
Peshawar
1st Floor, State Life Building, The Mall, Peshawar.
Tel: 279789 and 278647
Fax: 273389
Universal Access Number (UAN): 111-24 24 24
ORIX CORPORATION, JAPAN - GROUP PROFILE
ORIX Corporation is Japan's largest leasing company and internationally a leading
diversified financial services group. Since it's establishment in 1964, ORIX has played
a pioneering role, first in developing the market for lease financing in Japan and
subsequently in developing and introducing products and services to meet defined customer
needs for financing growth and managing assets, not only in Japan but also in 26 countries
overseas. As part of this pioneering role,, ORIX has worked to encourage deregulation and to
provide a positive competitive stimulus for further evolution in the financial services industry. In
the development of its operations, ORIX has emphasised innovation in products and services
and geographical diversification into growth markets in Japan and overseas.
BUSINESS OPERATIONS
In the early stages of its development, ORIX offered primarily full pay out finance leases for
machinery, office automation equipment and computers. Gradually, the company broadened
the range of leased assets to include vessels, aircraft and automobiles. Thereafter, ORIX
expanded its activities to provide a wider range of financial services and today these services
include instalment loans, investment banking, rentals, securities brokerage, venture capital,
futures and options trading, commody funds, life insurance and real estate related activities. As
of March 31, 1997, ORIX had a domestic network of 503 offices. ORIX has diversified its
service portfolio primarily through the establishment of specialised subsidiaries which are fully
integrated into the operations of the ORIX group. Each of these subsidiaries has the principal
responsibility of responding quickly and flexibly to the market needs in its area of operations
and is expected to contribute to the consolidated profitability of the ORIX group. At the same
time each of these companies draws on ORIX's strong marketing capabilities developed
through the leasing business and its close relationship with a broad spectrum of customers.
ORIX is the leading automobile fleet leasing company in Japan with 200,000 vehicles under
maintenance leases. The Company owns a fleet of 27 commercial aircraft, which it leases to
airline companies around the world.
INTERNATIONAL ACTIVITIES
While building the strongest domestic market position among diversified financial services
companies in Japan, ORIX has worked to strengthen global synergies through the
development of an extensive network of overseas subsidiaries and affiliates. ORIX began
setting up its international network in 1971 and today its overseas presence is represented
across 26 countries by 43 companies with 181 offices. To encourage close ties with host
nations, ORIX has emphasised the establishment of affiliates in co-operation with locally based
financial institutions and other leading companies. It has wholly owned subsidiaries in the USA,
UK, Ireland, Hong Kong, Singapore, Taiwan, Australia and New Zealand. In April 1997, ORIX
and BANC ONE, a leading U.S. regional bank established a joint venture that focuses primarily
on the securitisation and servicing of mortgage loans. Preparation for the establishment of
other joint venture leasing companies is in process including an auto leasing company in
Brazil.
FINANCIAL HIGHLIGHTS
ORIX Group, Japan (For the year ended March 31)
Translation into
Japanese Yen (millions) U.S. Dollars (thousands)
1997 1996 1997 1996
Total Revenues 347,784 317,594 2,804,710 2,561,242
Income before Income taxes 36,889 35,027 297,492 282,476
Net Income 19,044 18,003 153,581 145,185
Shareholders' Investment 308,584 276,251 2,488,580 2,227,831
Total Assets 5,089,975 4,751,756 41,048,185 38,320,613
Note: The dollar amounts above represent translations of Japanese yen at an exchange rate of ¥124 to
US$1.
BUSINESS ACTIVITIES
ORIX Group, Japan:
General Industrial Equipment Leasing Computer and Software Development
Ship Management and Leasing Securities Brokerage and Investment
Aircraft Finance and Operating Leasing Investment Banking
Computer Leasing Futures and Options Trading
Computer Software and Development Commodity Funds
Automobile Rentals & Maintenance Leasing Venture Capital Investment
Real Estate Rentals and Management Industrial Finance
Housing Loans Life Insurance
Office & Electronic Equipment Rentals Casualty Insurance Agency Services
Mortgage - Backed Securities Loans Hotel Management and Resort Development
Consumer Finance & Insraiment Sales Broadcasting Service via Communication Satellite
ASSOCIATED COMPANIES
OVERSEAS JOINT VENTURES
1. Oman ORIX Leasing Company SAOG (Oman ORIX)
Oman ORIX completed its second full year of commercial operations on December 31,1996 in
which it made a net profit before tax of Rial Omani (RO) 230,576 (Rs. 24.4 million) enabling
the Company to declare a dividend of 7.5%. Volume of business increased by 248% with
purchase cost of new business written at RO 8.2 million (Rs. 867.1 million). Gross lease
receivables stood at RO 8.8 million (Rs. 930.5 million), an increase of 245% over last year.
Oman ORIX has total assets of RO 10.8 million (Rs. 1.14 billion) and net worth of
RO 2.05 million (Rs. 216.8 million).
Oman ORIX's main business is leasing of moveable assets to individuals, small and medium
size companies and large sub-contractors in diverse economic sectors including services,
trading and contracting, construction and manufacturing. Oman ORIX is the first non-bank
financial institution in Oman to receive a formal credit rating, earning an "A" long-term rating
and an "AI" short-term rating from Maghreb Rating, a subsidiary of IBCA UK.
2. ORIX Leasing Egypt SAE (ORIX Egypt)
ORIX Egypt is OLP's second joint venture leasing company in the Middle East. The joint
venture agreement was signed in September 1996 and ORIX Egypt was incorporated in June
1997 with a paid up capital of 20 million Egyptian Pounds (USS 5.9 million). Sponsoring
shareholders are National Bank of Egypt, (24%), ORIX Corporation, Japan, (23%), ORIX
Leasing Pakistan Limited (23%), International Finance Corporation (15%), and Commercial
International Investment Company (15%). ORIX Egypt will be a pioneer of leasing in Egypt
which offers attractive opportunities for the promotion of leasing business. The Company's
business strategy will focus upon leasing of industrial plant and machinery.
JOINT VENTURE IN PAKISTAN
ORIX Investment Bank Pakistan Limited (OIB)
OIB is a joint venture sponsored by ORIX Corporation, Japan, International Finance
Corporation, Asian Finance & Investment Corporation (an affiliate of Asian Development Bank)
and other major financial institutions in Pakistan. The Bank is primarily engaged in providing a
range of investment banking products which include corporate advisory services, project
packaging, structuring and placement of capital market debt products, issuance and
discounting of bankers acceptance and treasury operations.
OIB completed its first full year of operations on June 30, 1997 with total revenue of Rs. 90 million
and profit before tax of Rs. 11.5 million. The Bank's deposit level stood at Rs. 546 million of which
Rs. 175 million were in foreign currency. At June 30, 1997 OIB had a net worth of Rs. 207 million
and total assets in excess of Rs. 1.1 billion.
FINANCIAL HIGHLIGHTS OF THE COMPANY AS AT JUNE 30, 1997
(Rupees in thousands)
1993 1994 1995 1996 1997
Gross lease receivables 1,703,286 2,406,518 3,535,871 4,752,997 5,281,276
Total lease disbursements 728,136 1,051,872 1,559,699 1,957,318 1,725,997
Rents received 599,558 778,342 1,040,187 1,446,490 1,596,027
Gross income 230,394 320,943 466,777 656,982 782,225
Profit before tax 49,061 60,578 112,983 166,536 157,097
Shareholders' equity 158,815 197,412 570,505 685,872 749,188
Earning per share (in Rs.) 6.16 7.33 6.61 9.22 8.20
Dividends: ---------- ---------- ---------- ---------- ----------
Cash 17.50% 20.00% 35.00% 45.00% 45.00%
Bonus 10.00% 10.00% 0.00% 0.00% 0.00%
---------- ---------- ---------- ---------- ----------
Total 27.50% 30.00% 35.00% 45.00% 45.00%
NOTICE OF MEETING
Notice is hereby given that the eleventh Annual General Meeting of the Company will be held at
The Institute of Chartered Accountants of Pakistan, G-31/8, Kehkashan, Clifton, Karachi on Friday,
December 5, 1997 at 9:30 am to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited accounts together with the Directors' and Auditors'
Reports for the year ended June 30, 1997.
2. To approve the payment of cash dividend to the Shareholders at the rate of Rs. 4.50 per share of
Rs. 10/- each for the year ended June 30,1997.
3. To appoint Auditors and fix their remuneration. The present Auditors Messrs. Sidat Hyder Qamar
Maqbool & Co., Chartered Accountants, retire and being eligible, offer themselves for
re-appointment.
SPECIAL BUSINESS
4. To consider and if approved, pass the following resolution as a Special Resolution in respect of the
issue of Term Finance Certificates and fully paid ordinary shares other than rights issue:
"Resolved that the Company raise finance for its medium term funding requirement by the issue of
Term Finance Certificates ("TFCs") with share warrants granting option to share warrant holders to
subscribe to new shares of the Company under the following terms and conditions:
Amount : Upto Rs. 410 million
Term of TFC : Redemption over 3 years
Profit on TFCs To be determined by the Board of Directors
Attached share warrants : 4.1 million
New shares to be issued : 4.1 million (in exchange for share warrants)
Period of option : On or before June 30, 1998
New shares to be issued at :
Face value : Rs. 10 per share
Premium : Rs. 35 per share
TFCs to be reserved for
existing public shareholders
at the time of TFC issue  : Rs. 12 million with share warrants
Further resolved that the Board of Directors may reduce the amount of the TFCs to be issued if in
the opinion of Directors marketing conditions require such reduction and that the Board of
Directors is empowered to take such other action for issuance of TFCs with warrants as may be
determined by the Board to be in best interest of the Company or be required to be taken by the
Corporate Law Authority or any Stock Exchange and to further issue upto 4.1 million new ordinary
shares other than as rights shares without offering the same to existing shareholders, except for
new shares to be issued against share warrants attached to TFCs of Rs. 12 million reserved for
public shareholders, subject to the approval of the Federal Government being obtained in terms of
section 86 of the Companies Ordinance, 1984, such shares shall rank pari-passu in all respects
with the existing shares of the Company."
5. To transact any other business with permission of the Chair.
STATEMENT UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE, 1984
I. (a) The Company has traditionally relied on International lending institution to meets it's term
funding requirements and is now ready to tap the domestic capital market as a new source of
medium term funds for the Company. It is considered feasible to raise financing through
issuance of Term Finance Certificates ("TFCs") of upto Rs. 410 million to be redeemed over a
three year period.
(b) It is recommended by the Board of Directors that TFCs be issued with share warrants enabling
the TFC holders to subscribe to ordinary shares of the Company having a face value of
Rs. 10 each at a premium of Rs. 35 per share on or before June 30, 1998. The maximum
number of shares to be issued to the TFCs holders against the warrants will be 4.1 million
shares. In the opinion of the Board the issuance of warrants will enable the TFCs to be priced
competitively thus reducing cost of funds.
(c) The Corporate Law Authority has cleared the scheme of the proposed issue of TFCs with
warrants in principle via letter reference C.57(1)/3/97 dated October 3, 1997, subject to
statutory compliance with the issue of debt securities and share warrants.
(d) None of the Directors have any direct or indirect interest in the Special Resolution to be
passed.
Notes:
a) The Register of Members of the Company will be closed from November 28, 1997 to December 5,
1997 (both days inclusive). Dividend will be paid to those Shareholders whose names appear on
the Register of Members as at the close of business on November 27, 1997.
b) A Member entitled to attend and vote at the General Meeting of Members is entitled to appoint a
proxy to attend and vote on his behalf. A proxy need not be a Member of the Company.
c) The instrument appointing a proxy and the power of attorney or other authority under which it is
signed or a notarially certified copy of the power of attorney must be deposited at the registered
office of the Company at least 48 hours before the meeting. A form of proxy is enclosed.
Shareholders are requested to notify any change of address immediately.
REPORT OF THE DIRECTORS
The Directors are pleased to present the eleventh Annual Report together with the audited
accounts of the Company for the year ended June 30, 1997.
Rupees
Net profit for the year after charging all expenses,
157,096,907
Less: Taxation 25,000,000
----------
132,096,907
Unappropriated profit brought forward 10,045,675
----------
142,142,582
Appropriations:
Transfer to General Reserve 65,000,000
Cash Dividend 72,499,289
----------
137,499,289
----------
Unappropriated profit carried forward 4,643,293
DIVIDEND
The Directors recommend a cash dividend of 45%. In maintaining the same payment as 1996,
despite a marginal fall in current year's profit, the Directors endorse their commitment to
maximise return to shareholders by as much as is considered prudent.
REVIEW OF OPERATIONS
The year was overshadowed by political and economic difficulties, and whilst the post election
period removed political uncertainties, the economic recovery will take time to respond to the
structural changes being introduced by the Government. Against this backdrop, demand for
machinery and equipment remained soft and overall volume of lease disbursements contracted.
As reported in the half-year results, new lease volume fell by 23% in the six months
to December 31, 1996 against the previous comparative period, but the Company made a
strong recovery in the second half through greater marketing efforts and introduction of new
lease products. To the first six months volume of Rs. 705 million, new leases of Rs. 1.01 billion
were added in the second half giving a total for the year of Rs. 1.73 billion, a 12% fall over the
1996 volume of Rs. 1.96 billion. New rent receivables of Rs. 2.5 billion were booked during the
year (1996: Rs. 2.8 billion) taking the rent receivables to Rs. 5.3 billion at the year end.
Recovery of lease rentals remained strong and Rs. 1.6 billion was received on account of
current leases (1996: Rs. 1.45 billion), thus further strengthening internal cash generation
which is traditionally the Company's main source of funding. Lease income rose by 16% to
Rs. 690.3 million, but this growth was slower than the 38% increase registered in 1996.
Installment loans continue to grow steadily and contributed Rs. 43.2 million to income, an
increase of 23% over the previous year. For the first time, the income side benefited from a
dividend payment by an associated company. Oman ORIX Leasing declared a maiden
dividend of 7.5% which contributed Rs. 3.17 million to your Company's income.
Net profit before tax amounted to Rs. 157.1 million, a decrease of 5.7% over 1996. Earning per
share, after tax, was Rs. 8.20 as against the 1996 earning of Rs. 9.22 per share. The fall in
profit is attributable to a lower volume of business and higher financial charges. As old lines of
credit are repaid, they are being replaced by funds which are costlier.
In light of weaker demand for industrial machinery, the Company increased its auto lease
business, and motor cars and commercial vehicles accounted for 52% of the total lease
disbursements. Plant and machinery made up 41% of the volume and the balance of 7% was
for computer and office equipment leases. The lease portfolio is well balanced over a wide
sectoral base, with the highest exposure to any sector being 16%. Financial assistance was
provided to 1,032 business enterprises, majority of which were small and medium sized
enterprises which represent the core customer base of the Company.
On the expenditure side, the main item is financial cost which rose by 31% to Rs. 474.4 million.
Total loans availed by the Company at the year end were Rs. 2.9 billion against Rs. 2.5 billion
in 1996. The combination of higher level of borrowings, and as mentioned earlier, the higher
cost of new loans, increased the financial charges by Rs. 112 million over the previous year.
Selling, general and administrative expenses increased by 21% to Rs. 99.7 million reflecting
both inflationary impact and administrative cost of supporting a broader business base. In
accordance with the normal practice of the Company, and ORIX Group worldwide, a general
provision for potential lease losses is made to safeguard the Company from future unforeseen
losses. The charge for the year is Rs. 35.2 million (1996: Rs. 32.5 million). While the Company
continues to maintain an excellent collection ratio, a higher provision has been made this year
to absorb delinquent accounts which increase in difficult economic conditions.
FUNDING
The Company continues to enjoy the confidence of domestic and international financial
institutions and banks which provide the Company adequate funding to meet its requirement
for growth. During the year drawdowns were made on the ADB loan of USS 20 million and the
Company continues to utilise the World Bank line of USS 26 million for micro and small
enterprises.
Our business requires term financing since leases being written are for three years or longer
periods. International lending institutions have been our main source of long-term loans. The
Company is now ready to tap the domestic capital market as a new source of medium-term
funds. It was stated in last year's Annual Report that preparatory work had been done for the
issuance of Term Finance Certificates (TFCs). The Board is pleased to announce the final
proposal for this TFC issue of upto Rs. 410 million, redeemable over a three year period. The
TFCs have share warrants attached which gives a TFC holder the right to subscribe to a
determined number of shares at a price of Rs. 45 per share. If share warrants are fully
exercised, 4.1 million new shares will be issued which will raise an additional amount of
Rs. 184.5 million making a total of Rs. 594.5 million from the entire TFC issue.
The share warrant provides three benefits. Firstly, it will enable the TFC to be priced
competitively, thus helping the Company to lower its cost of funds. Secondly, the new shares
will take the total issued share capital to over Rs. 200 million which is likely to become a
minimum requirement for all leasing companies in the near future. Thirdly, the larger capital
base will facilitate the overseas expansion of your Company. The TFCs will be listed, and of
the total, Rs. 60 million will be offered to the public. To enable ORIX's existing public
shareholders to participate in the issue, TFCs with a face value of Rs. 12 million, which will
have 0.12 million attached share warrants, are being reserved for existing public shareholders.
The Directors are of the opinion that the proposed TFC issue, which is a new instrument in the
domestic capital market, is beneficial to the Company, and request the shareholders' support
in approving the proposal.
CREDIT RATING
The Pakistan Credit Rating Agency has updated the Company's credit ratings for the year to
June 30, 1996 and maintained its ratings of AI+ and A1 for short and long term debt
respectively. These are the highest credit ratings achieved by any leasing company in Pakistan
in the East two years.
ASSOCIATED COMPANIES
Oman ORIX Leasing Company SAOG completed its second full year of operations on
December 31, 1996, in which it made a profit of Rs. 24.4 million and declared a maiden
dividend of 7.5%. The Company is progressing rapidly and its share price of Omani Rial 2.70
at June 30, 1997 gives your Company's investment of Rs. 33.9 million a market value of
Rs. 114 million.
ORIX Leasing Egypt SAE (OLE) our second overseas joint-venture, was incorporated in June
1997 and is now operational in Cairo. Your Company has 23% shareholding and has
seconded Mr. Saeed Reza as the first Managing Director of OLE. The Egyptian economy is
expanding robustly and business prospects for OLE are bright.
ORIX Investment Bank Pakistan Limited completed its first year of operations on June 30,
1997 earning a profit before tax of Rs. 11.5 million. The Bank's main focus is to develop
investment banking business and promote a link for this business with the Middle East and Far
Eastern operations of the ORIX Group.
FUTURE PROSPECTS
The incentives for industry announced by the Government together with structural changes
being introduced in the economy are expected to revive business confidence. The Company is
ready to participate fully in meeting any increase in demand for machinery and equipment
which should result from an upturn in the economy. Additionally, steps which have already
been taken to promote ancillary financial products should contribute more to the next year's
results. Adequate funding arrangements are in place to meet obligations of higher volume of
lease disbursements.
ORIX Corporation, Japan has designated Pakistan as its base for the Middle East region.
Expansion in the Middle East by the ORIX group is being spearheaded by ORIX Leasing
Pakistan which has opened new opportunities for your Company's international expansion.