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Orix Leasing Pakistan Limited
Annual Report 2000
Our Aim To maximize investment potential
with creative intelligent marketing.
Seeds for Future Growth Viewing lease financing as core
business from which it has
branched into many directions.
Nationwide Coverage One-on-one, personal service.
Knowledgeable, Simplified and A well-trained marketing,
Express Service technical and administrative
staff of proven professionals.
Full Service Finance Lessor A single source of standard or
customized finance lease products
for all types of moveable assets.
Rich and Fertile Ground Devoting necessary resources
to nature growth in the area of
customer needs.
Associated Companies
Overseas Joint Ventures
Oman ORIX Leasing Company SAOG
1st Floor, ONIC Building, Al Qurum
P.O. Box 106
Postal Code: 118, Sultanate of Oman
Tel: (968) 565612, 568109
Fax: (968) 565610, 568106
ORIX Leasing Egypt SAE
4th Floor, Cairo Centre
2 Abdel Kader Hamza Street
Garden City, Cairo
Tel: 020-2-5842757, 5842758
Fax: 020-2-5942760
Saudi ORIX Leasing (under formation)
P.O. Box 3533
Riyadh 11481
Kingdom of Saudi Arabia
Tel: 966-1-4778433
Fax: 966-1-4776781
Joint Venture in Pakistan
ORIX Investment Bank Pakistan Limited
3rd Floor, PIC Towers, 32-A Lalazar Drive
Moulvi Tamizuddin Khan Road, Karachi-74000
Tel: 021-5610734, 5610618
Fax: 021-5610510
CONTENTS
COMPANY INFORMATION
ORIX CORPORATION, JAPAN
ASSOCIATED COMPANIES
8 NOTICE OF MEETING
REPORT OF THE DIRECTORS
AUDITORS' REPORT TO THE MEMBERS
FINANCIAL STATEMENTS OF THE COMPANY
PATTERN OF SHAREHOLDING
ORIX GROUP DIRECTORY
COMPANY INFORMATION
BOARD OF DIRECTORS
Mr. Yoshihiko Miyauchi (alternate Mr. Takahisa Sato) Chairman
Mr. Shakirullah Durrani Vice Chairman
Mr. Takeshi Sato (alternate Mr. Kotaro Takamori)
Mr. Masatoshi Yokota (alternate Mr. Nagaaki Esaki)
Mr. Mohammed Mazharuddin
Mr. Shaheen Amin
Mr. Mohammad Qamrul Haq
Mr. Humayun Murad Chief Executive
COMPANY SECRETARY
Mr. Ramon Alfrey - FCA
BANKS AND LENDING INSTITUTIONS
Banks
ABN-AMRO Bank N.V.
Al Faysal Investment Bank Limited
Al Meezan Investment Bank Limited
Citibank N.A.
Emirates Bank International PJSC
Faysal Bank Limited
First International Investment Bank Limited
Habib Bank Limited
Muslim Commercial Bank Limited
Oman International Bank SAOG
Standard Chartered Bank
Standard Chartered Grindlays Bank Limited
The Bank of Tokyo-Mitsubishi Limited
Union Bank Limited
United Bank Limited
DFIs and Lending Institutions
Asian Development Bank
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
Swiss Agency for Development and Co-operation
AUDITORS
Sidat Hyder Qamar & Co., Chartered Accountants
LEGAL ADVISORS
Mansoor Ahmad Khan & Co.
Walker Martineau & Saleem
REGISTRARS AND SHARE TRANSFER OFFICE
Noble Computer Services (Private) Limited
14, Banglore Town Housing Society
Shahra-e-Faisal, Karachi.
ORIX CORPORATION
Japan's Leading Diversified and Innovative Financial Services Institution
ORIX Corporation is Japan's largest diversified financial services institution with assets in
excess of US $ 50 billion. incorporated in 1964, ORIX is a pioneer of the leasing industry in
Japan. While leasing remains it's core business, ORIX has expanded the financial services
and products it offers to installment loans, real estate, insurance, securities, venture capital,
trust banking and commodity funds. The Company enjoys a global presence and has
established ORIX Group companies in 20 countries. ORIX Corporation's shares are listed in
Japan and on the New York Stock Exchange.
Business Operations:
In Japan, ORIX provides a wide array of office equipment, industrial machinery and transport
equipment under finance and operating leases. ORIX's leasing and loan operations have
established a strong and unique nationwide customer base with a solid core of small and
medium sized companies. ORIX has effectively used this base for cross selling - the
marketing of various additional financial products to existing customers. To further strengthen
it's customer services, the Company is productively developing e-business by utilising IT for
direct provision of services to customers as well as distribution and settlement activities and
auction markets.
ORIX is amongst the leading automobile leasing companies in Japan with approximately
261,000 vehicles under lease. The Company owns and maintains a fleet of Airbus aircraft and
Boeing 737's which are given on operating lease to airlines around the world.
During the current year, ORIX entered into strategic alliances with the American International
Group (AIG) by forming a joint venture to handle casualty insurance; and with Enron
Corporation for investment in companies which market electricity from wind power generating
facilities.
International Activities:
Since entering the Hong Kong market in 1971, ORIX has expanded it's leasing operations and
other business overseas through the establishment of wholly owned subsidiaries and joint
ventures. The ORIX Groups' international presence is represented by 43 companies in 20
countries. The wide geographical spread of the ORIX Group has diversified revenue streams
and Group companies benefit from a deep pool of experience and technological advances
available to them due to a worldwide presence.
ORIX GROUP, JAPAN - FINANCIAL HIGHLIGHTS
(For the year ended March 31, 2000)
Translation into
Japanese Yen (millions) US Dollars (millions)
2000 1999 2000 1999
Total Revenues 616,513 593,941 5,808 5,595
Net Profit After Tax 30,642 25,621 289 241
Shareholders' Equity 425,671 327,843 4,010 3,088
Total Assets 5,341,542 5,347,636 50,321 50,378
========== ========== ========== ==========
Note: The dollar amounts above represent translations of Japanese Yen at an exchange rate of
¥ 106.15 to US $1.
ORIX'S PRINCIPAL ACTIVITIES
DIRECT FINANCE LEASES OTHER OPERATIONS
Aircraft and Marine Vessels Investment Banking
Automobiles Life insurance
Industrial Equipment Trust and Banking
Information related and Office Equipment Securities Brokerage
Securities Investment
Real Estate and Development Brokering
OPERATING LEASES Venture Capital Investment
Futures and Options Trading
Aircraft Commodities Funds
Marine Vessels Computer Software Development
Measuring Analytical Equipment Insurance Agency Services
Information-related Equipment Ship Management
Automobiles Environmental Services
Commercial Mortgage Servicing
INSTALLMENT LOANS
Corporate Finance
Housing Loans
Card Loans
ASSOCIATED COMPANIES
OVERSEAS JOINT VENTURES
1. Oman ORIX Leasing Company SAOG (Oman ORIX)
Oman ORIX, in which ORIX Leasing Pakistan Limited holds 20.25% of equity and provides
management support, continues to show strong growth in volumes and profits. In 1999, net
profit after tax rose by 26% to Rial Omani (RO) 684,989 (Pak Rs. 92.33 million) from
RO 542,403 (Pak Rs. 73.1 million) enabling the Company to declare a dividend of 10% and a
bonus of 2.45%. Purchase cost of new business written during the year increased to
RO 16.9 million (Pak Rs. 2.28 billion) compared to RO 13.6 million (Pak Rs. 1.84 billion) last
year and gross lease receivables increased by 33% to RO 24 million (Pak Rs. 3.24 billion).
As at December 31, 1999, Oman ORIX had total assets of RO 22.37 million (Pak Rs. 3.0
billion) and a net worth of RO 5.397 million (Pak Rs. 727.47 million).
For the half year ended June 30, 2000, the Company earned a pre-tax profit of RO 455,719
(Pak Rs. 61.4 million) and increased its asset base to RO 29.19 million (Pak Rs. 3.9 billion).
Oman ORIX leases all type of assets including motorcars, construction, earthmoving and
transportation equipment, information technology equipment and plant and machinery. The
Company's lessees include individuals, small and medium size companies and large sub
contractors in diverse economic sectors including services, trading and contracting,
construction and manufacturing.
Oman ORIX's Head office is in Muscat and during the year the Company extended its
geographical reach by opening branches in the cities of Sohar and Salalah.
2. ORIX Leasing Egypt SAE (ORIX Egypt)
ORIX Corporation, Japan and ORIX Leasing Pakistan Limited each hold 23% of ORIX Egypt's
equity. The Company started operations in November 1997 and has established a good
business base.
For the year ended December 31, 1999, ORIX Egypt's profit before tax of Egyptian Pounds
(EP) 2.04 million (Pak Rs. 30.8 million) was more than double last year's profit of EP 0.9
million (Pak Rs. 13.6 million). Business volume increased by 57% with disbursements of EP
38.3 million (Pak Rs. 577.9 million) compared to EP 24.4 million (Pak Rs. 368.2 million) last
year. Gross lease receivables increased to EP 47.7 million (Pak Rs. 719.8 million) from EP
30.5 million (Pak Rs. 460.3 million). The Company continues to focus on needs of small and
medium sized businesses, which enables it to diversify risk and earn good spreads.
3. Saudi ORIX Leasing Company (Saudi ORIX)
Saudi ORIX is under formation and is expected to commence commercial operations by the
end of this year. The Company will be a pioneer of leasing in Saudi Arabia. As the largest
economy in the Gulf with the biggest oil production in the world, Saudi Arabia offers immense
potential for leasing.
Saudi ORIX will have a paid up capital of SR 60 million (Rs. 900 million). The sponsoring
shareholders of Saudi ORIX Leasing Company are:
Shareholding
Sponsor's Name %
Saudi Investment Bank 28.0
Saudi Business Group 32.0
ORIX Corporation, Japan 20.0
International Finance Corporation 10.0
ORIX Leasing Pakistan Limited 10.0
------------------
100.0
------------------
JOINT VENTURE IN PAKISTAN
ORIX Investment Bank Pakistan Limited (OIB)
ORIX Corporation, Japan and ORIX Leasing Pakistan Limited hold 20% and 15% respectively
of OIB's equity. For the year ended June 30, 2000, OIB's profit before tax rose by 37.5% to Rs.
44.28 million from Rs. 32.2 million last year. The bank continues to concentrate on maintaining
a high quality loan portfolio while seeking to improve fee-based income from advisory services.
OIB 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. At
June 30, 2000, OIB had total assets in excess of Rs. 1.46 billion.
NOTICE OF MEETING
Notice is hereby given that the Fourteenth Annual General Meeting of the Company will be
held at Overseas Investors Chamber of Commerce Building, Talpur Road, Karachi, on Friday,
November 24, 2000 at 10.00 am to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited accounts together with the Directors' and
Auditors' Report for the year ended June 30, 2000.
2. To approve the payment of cash dividend to the Shareholders at the rate of Rs. 4/- per share
of Rs. 10/- each for the year ended June 30, 2000.
3. To appoint Auditors and fix their remuneration. The present Auditors Messrs. Sidat Hyder
Qamar & Co., Chartered Accountants, retire and being eligible, offer themselves for re-
appointment.
SPECIAL BUSINESS (STATEMENT ATTACHED)
4. To approve the remuneration of Executive Directors including the Chief Executive.
5. To transact any other business, with permission of the Chair.
BY ORDER OF THE BOARD
RAMON ALFREY- FCA
Karachi: October 19, 2000 Company Secretary
Notes:
i) The Register of Members of the Company will be closed from November 17, 2000 to
November 24, 2000 (both days inclusive). Transfers received at our registrars, Messrs. Noble
Computer Services (Private) Limited, 14-Banglore Town Housing Society, Shahra-e-Faisal,
Karachi at the close of business on November 16, 2000, will be treated in time for the
purpose of payment of dividend to the transferees.
ii) 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.
iii) 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.
iv) Any individual Beneficial Owner of the Central Depository Company, entitled to vote at this
meeting must bring his/her National Identity Card with him/her to prove his/her identity, and in
case of proxy must enclose an attested copy of his/her National Identity Card. Representatives of
corporate members should bring the usual documents required for such purpose.
Statement under section 160 of the Companies Ordinance, 1984,
in respect of Special business and related draft resolution
Material facts concerning the special business to be transacted at the Annual General Meeting
and the proposed resolution related thereto is given below:
Item no. 4 of Agenda - Remuneration of Chief Executive and Executive Directors
Shareholders' approval is required for the holding of office of profit by any of the Directors as
well as of their remuneration. It is therefore proposed to pass the following as an Ordinary
Resolution.
"Resolved that:
Approval is hereby given for the holding of office of profit with the Company by all the Executive
Directors including the Chief Executive, namely, Mr. Humayun Murad, Mr. Shaheen Amin and
Mr. Mohammad Qamrul Haq, and for payment of remuneration to the Executive Directors
amounting in aggregate to Rs. 6.94 million actual for the year ended June 30, 2000, and
Rs. 8.8 million estimated for the year ending June 30, 2001, together with other benefits in
accordance with rules of the Company."
The Executive Directors are interested to the extent of the remuneration payable to them
individually.
REPORT OF THE DIRECTORS
The Directors are pleased to present the fourteenth Annual Report together with the audited
accounts of the Company for the year ended June 30, 2000.
FINANCIAL RESULTS
RUPEES
Net profit for the year after charging all expenses 156,076,789
Less: Taxation 20,000,000
------------------
136,076,789
Unappropriated profit brought forward 246,564
------------------
136,323,353
Appropriations:
Transfer to Statutory Reserve 7,000,000
Transfer to Capital Reserve for deferred tax-current year 34,081,000
Transfer to Capital Reserve for deferred tax-prior years 36,532,000
Transfer from General Reserve (36,532,000)
Cash Dividend 80,554,764
------------------
121,635,764
------------------
Unappropriated profit carried forward 14,687,589
==========
Earnings per share Rs. 6.76
==========
DIVIDEND
The Directors recommend a cash dividend of 40% (1999: 40%) for the year.
REVIEW OF OPERATIONS
Business conditions remained slow and demand for industrial machinery was weak during the
period under review. However, recent indicators are positive and the revival in the agricultural and
textile sectors will benefit the economy. Borrowing costs fell sharply in the second half of the
financial year providing relief to business.
Lease and installment loan volume increased by 33% to Rs. 2.72 billion (1999: Rs. 2.04 billion),
adding Rs. 3.7 billion of new receivables. Profit before tax increased by 3.7% to Rs. 156.0 million
in comparison to Rs. 150.4 million earned in the previous year. Lease revenue was higher by 9.8%
to Rs. 790.9 million and total revenues reached Rs. 979.9 million. In compliance with the Institute
of Chartered Accountants of Pakistan's directive, from July 1, 1999 the Company changed its
revenue recognition method from "sum of the digit" to the "annuity" method which recognises
income more evenly over the lease period. Consequently, had revenue been recognised on the old
method, income and profits would have been higher by Rs.17.7 million. However, subsequent
years will benefit from increased income recognition under the new method.
Commercial vehicles and motorcars accounted for 64% of the new business volume followed by
machinery's share of 31% and the balance of 5% was for office equipment and computers.
Financial assistance was provided to 1,436 businesses, majority of which were small and medium
sized enterprises. Consumer finance and operating lease divisions achieved growth of 23% and
50% respectively and increasing contribution is expected from these sources in future. Dividend
income from associated companies increased to Rs.12.9 million from Rs.11.8 million in 1999.
These dividends were received from Oman ORIX Leasing Company SAOG and ORIX Investment
Bank Pakistan Limited.
Financial charges represent 68% of the total expenses and show an increase of 2.02% over
the previous year, although the average total borrowings increased by 16%. This reflects the
impact of low cost funds which the Company raised during the year. In turn, the benefit of
lower costs was passed on to lessees in shape of reduced lease rents. A total of Rs. 2.3 billion
were raised through new loans and Rs. 1.7 billion was repaid to banks and financial
institutions.
Selling, general and administrative expenses increased by 17% to Rs. 143.7 million. Islamabad
Branch opened in December 1999 and staff numbers also increased as most departments
were strengthened to cope with the increased volume of business. Direct costs of leases were
higher by 59% and are primarily attributed to insurance premiums. Direct costs of operating
leases reflect maintenance expenditure and depreciation of assets given on short term rental
and these rose by 58% due to a bigger portfolio of assets. The charge for general provision for
potential lease losses was raised to Rs. 39.7 million (1999: Rs. 31.8 million) in light of
enhanced business. The accumulated general provision now amounts to Rs. 145.4 million
which is equal to 3.5% of the net exposure on rent receivables.
CREDIT RATING
Based on results for the year ended June 30, 1999, the Pakistan Credit Rating Agency
(PACRA) upgraded the Company's credit rating to AA- for long term debt and maintained A1+
for short-term debt. Your Company continues to enjoy the highest rating in the leasing sector
for both categories of debt awarded by PACRA.
ASSOCIATED COMPANIES
Oman ORIX Leasing Company SAOG (OOL) continues to demonstrate strong growth. For the
year ended December 31, 1999 it earned a pre-tax profit of Rs. 103.7 million (1998: Rs. 76.5
million) and had total assets of Rs. 3.0 billion. It declared a cash dividend of 10% and a bonus
of 2.45%. For its half year to June 30, 2000 OOL earned a pre-tax profit of Rs. 61.4 million and
increased its asset base to Rs. 3.9 billion.
ORIX Leasing Egypt (OLE) earned a pre-tax profit of Rs. 30.8 million for the year to
December 31, 1999 (1998: Rs. 13.6 million) on an asset base of Rs. 821.8 million. This was
the second full year of operations and OLE is making steady progress.
ORIX Investment Bank Pakistan Limited (OIBP) earned a pre-tax profit of Rs. 21.2 million for
the six months ended December 31, 1999 showing an increase of 87% over the corresponding
period in 1998. OIBP declared its maiden dividend (7.5%) for the year to June 30, 1999.
Saudi ORIX Leasing (SOL) is expected to start operations before the end of this year. The
Government of Saudi Arabia has approved the project and incorporation process has started.
SOL will have a paid-up capital of Rs. 900 million and your Company will hold 10% equity and
will provide management support.
FUTURE PROSPECTS
The Company looks to the future with renewed confidence and expects enhanced business
activity, particularly in the textile sector which should lead to demand for new machinery. The
Company's network of branches is being expanded with the permission given by Securities
and Exchange Commission of Pakistan for opening of branches in Multan and Hyderabad.
Auto finance is an increasing business and marketing teams have been strengthened in all
branches to cope with the demand. Overseas ventures are expected to progress as planned
and work is being undertaken to identify the next overseas joint-venture.
DIRECTORS
Dr. Najeeb Samie representing State Life Insurance Corporation resigned from the Board on
his transfer and has been replaced by Mr. Mohammed Mazharuddin. Mr. Genichi Fujinaga
relinquished his seat in favour of Mr. Masatoshi Yokota. The Directors place on record their
appreciation of the services of Dr. Najeeb Samie and Mr. Genichi Fujinaga and welcome Mr.
Mohammed Mazharuddin and Mr. Masatoshi Yokota on the Board.