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    INTRODUCTION

    Internship is the final compulsory component of Master of Business Administration

    programme. It is required to be undertaken individually by involvement in the workoperation of any concerned organization. Basically internship is a practical application of

    the knowledge obtained in the area of specialization of the MBA and every student is

    required to study and analytically review the concerned aspect of the organization and

    also to report whether the theoretical concepts are being applied or not. Being a student

    of MBA with the major in Finance, I have selected the Securities and Exchange

    Commission of Pakistan for the purposes of internship.

    Securities and Exchange Commission of Pakistan is a newly established body corporate

    and it enjoys full operational, administrative and financial autonomy. The regulatory

    scope of the Commission is the securities market, administration of company law and

    regulation of some non-banking financial companies, in view of the strong inter-linkage

    among the three areas.

    In addition to regulating the above areas, the Commission is also responsible for

    regulating leasing companies. Leasing companies have been on the scene for almost a

    period of fifteen years now. Leasing was started as a result of the government decision to

    eliminate interest or Riba from all financial transactions. As such, leasing (Ijara) was

    accepted as one of the permissible mode of financing. Leasing is an important source of

    medium to long term financing, and the leasing sector was set up to develop a vital role in

    the capital formation of the country. Presently 33 leasing companies are registered under

    the Companies Ordinance, 1984 and with the exception of one, all are listed on the stock

    exchanges.

    In the Internship Report in the Chapter 1, complete introduction of the organization with

    specific reference of its functional profile have been given. As most of us know that

    Government of Pakistan has established this organization to provide a regulatory

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    environment, which is conducive to sustainable growth and long-term viability of the

    corporate sector.

    In Chapter 2, keeping in view the area of my interest, responsibilities of the Specialized

    Companies Division of the Commission are discussed. This Division is responsible for

    regulation of Leasing, Mutual Funds, Modaraba companies and other specialized

    companies (except insurance companies). Its regulatory functions include licensing of

    these institutions under the relevant laws and rules, monitoring the performance and

    examination and analysis of financial statements.

    In Chapter 3, an industry analysis of the Leasing Industry has been made and also tried

    to provide all aggregate indicators for the last five years of the sector with its trends of

    key ratios. An overall inference is also part of it.

    In Chapter 4, three leading leasing companies have also been analysed with reference to

    their history, performance, balance sheet and income statement. Their last five years

    financial data and significant ratios are also given.

    At the end, some recommendations for improvement of the leasing sector as well as forthe Securities and Exchange Commission of Pakistan have also been included in this

    report.

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    1. ORGANIZATION OF SECURITIES AND EXCHANGE

    COMMISSION OF PAKISTAN

    The establishment of Securities and Exchange Commission of Pakistan with effect from

    1st January, 1999 is an important milestone in the evolution of the regulatory framework

    for the capital market in Pakistan. Since 1981, the capital market and the corporate sector

    were being regulated by the Corporate Law Authority, a department of the Ministry of

    Finance, which had been set up to administer all the corporate laws in the country. The

    status of the Authority as a department of the Government circumscribed its effectiveness

    as it lacked administrative and financial autonomy to recruit professionally qualified staff

    and to develop necessary infrastructures. The rapid expansion of the market during early1990s highlighted the need for establishment of an independent regulatory body with full

    operational and administrative autonomy. The process of restructuring the Authority into

    an autonomous Commission was started in 1997 under the Capital Market Development

    Programme of Asian Development Bank. A number of models of regulatory bodies, set

    up in the recent past in other countries of the region, were studied and after careful

    consideration, it was decided that:

    the proposed Commission should be named Securities and ExchangeCommission of Pakistan and it should enjoy full operational,administrative and financial autonomy;

    the regulatory scope of the Commission should cover securities market,administration of company law and regulation of some non-bankingfinancial companies, in view of the strong inter-linkages among the threeareas; and

    the Commission should associate outside professionals and key policy

    makers with its policy formulation process.

    The policy decisions regarding the constitution and the structure of the Commission were

    incorporated in the Securities and Exchange Commission of Pakistan Act, 1997 (the Act),

    which was passed by Parliament and promulgated in December 1997.

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    On 1st January 1999, Mr. Shamim Ahmad Khan, the then Chairman, Corporate Law

    Authority, was appointed as the first chairman of the Commission. Four commissioners

    were also appointed out of whom, the following three joined the Commission:

    Mr. Abdul Rehman Qureshi Mr. Tariq Iqbal Khan Mr. Zafar-ul-Haq Hijazi

    Subsequent to the resignation of Mr. Shamim Ahmad Khan in January 2000, Mr. Khalid

    A. Mirza (a senior official of the International Finance Corporation (IFC), posted as

    Chief of IFCs Regional Mission in Bangkok, Thailand) was appointed as Chairman of

    the Commission. He took over on 31st March 2000.

    Although the Commission became operational on 1st January 1999, it could not enjoy

    financial autonomy during the remaining part of the financial year. Till 30th June 1999,

    the Commission could only use the budgetary allocations, which had been made for the

    Authority in the budget of the Federal Government for the fiscal year 1998-99.

    Transformation of a government department into an autonomous body established under

    a statute required considerable groundwork. During the calendar year 1999, foundations

    of the new regulatory body were laid through a number of measures:

    A Corporate Plan was prepared with the assistance of ADB consultantswhich covered organizational structure, reporting relationships andfunctional profiles; information system strategy; plans to up-gradefacilities like premises, equipment etc; skills development and financialplans.

    Based on the Corporate Plan, the work of the Commission was distributedamong its six Divisions, powers of the Commission were delegated to theindividual Commissioners and Appellate Benches as envisaged in the Actwere constituted.

    A Service Manual, determining the terms and conditions of theCommissions employees, was prepared.

    Accounting and financial procedures were prepared and put into operation.

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    Steps were taken to generate public awareness about the establishment ofthe Commission through seminars, the media, and circulars. A website(http//www.secp.gov.pk) was established that disseminates informationregarding all-important developments and policy decisions of the

    Commission.

    New office premises at Islamabad (NIC Building, Blue Area) andadditional space for the regional office at Karachi (5th Floor of SLICBuilding No.2, Wallace Road) were arranged.

    1.1 SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN ACT,

    1997

    The Commission is governed by the Securities and Exchange Commission of Pakistan

    Act, 1997 which encompasses the constitution of the Commission, appointment and

    terms and conditions of the Chairman and Commissioners, functions and powers of the

    Commission and financial arrangements. The main provisions of the Act are given

    below:

    SUMMARY OF MAIN PROVISIONS OFSECURITIES AND EXCHANGE COMMISSION OF PAKISTAN ACT, 1997

    The Commission would be a body corporate and a legal person.

    The Commission would comprise of such number of commissioners including achairman as may be fixed by the Federal Government but minimum andmaximum number of commissioners shall be five and seven respectively. Thetenure of the chairman will be three years while that of the commissionersshall be two or three years to be determined through random ballot to facilitatecontinuity of the Commission. The incumbents would be eligible for a secondterm.

    The Commission would administer the following laws:

    The Securities and Exchange Ordinance, 1969;

    The Companies Ordinance, 1984;

    The Modaraba Companies and Modaraba (Floatation andControl) Ordinance, 1980;

    The Insurance Act, 1938 (since replaced by the InsuranceOrdinance, 2000);

    The Companies Legal Advisers Act, 1974; and

    The Securities and Exchange Commission of Pakistan Act,1997.

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    All the powers of the Authority and the Federal Government (except powerfor rules making) under the above laws are exercised by the Commission.

    The Government can assign administration of any other law to theCommission.

    Terms and conditions of the employees shall be determined by the Commissionwith the approval of the Policy Board.

    The main functions of the Commission in respect of securities market are:

    regulation of securities market;

    regulation and supervision of the activities of capital marketinstitutions like central depository and stock exchanges clearinghouses;

    registering and regulating work of stock brokers, sub-brokers, trustees,bankers to the issue, registrars to the issue, under-writers, portfoliomanagers and investment advisers;

    regulation of collective investment schemes (Unit Trusts and MutualFunds); and

    regulating substantial acquisition of shares and mergers and takeoverof companies.

    A Securities and Exchange Policy Board shall be constituted, which shall consistof seven members out of whom three would be from private sector while fourwould be ex-officio namely; Secretary, Finance Division, Secretary, Law andJustice Division, Chairman of the Commission and a Deputy Governor of theState Bank. The tenure of the private sector members of the Policy Board shallbe four years. The main functions of the Board are:

    to advise the Federal Government on all matters relating to

    securities market, regulation of companies and corporate sectorand protection of interest of investors, measures to encourage selfregulation by the stock exchanges and non bank financialinstitutions and measures to promote securities market;

    to approve the budget of the Commission; and

    to oversee the performance of the Commission to the extent thatpurposes of the Act are achieved;

    The Commission shall administer and control a Fund consisting of all sumsreceived from Federal Government, grants and sums raised by the Commissionand fees, penalties and other charges levied by the Commission.

    The Fund shall be expended for the purposes of meeting lawful expenditure ofthe Commission.

    The Commission is required to prepare an Annual Report on the activities ofthe Commission to be released to the public and to be submitted to the FederalGovernment and the Parliament.

    The accounts of the Commission are to be audited by two auditors; one to beappointed by the Federal Government and the other by the Commission.

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    The Commission has been vested with sufficient powers to carry outinvestigation and inspection and call for any information relevant to its scopeof work.

    An Appellate Bench is to be constituted by the Commission to hear appeals inrespect of an order passed by a Commissioner.

    The decision of the Government to assign regulation of the insurance industry to the

    Commission was taken after its establishment.

    1.2 ADMINISTRATIVE STRUCTURE OF THE COMMISSION

    In accordance with the approved Corporate Plan, the Commission has been organizedinto the following six Divisions:-

    Securities Division; Enforcement Division; Specialized Companies Division; Company Law Administration Division; Insurance Division; and Support Services Division

    1.3 FUNCTIONAL PROFILE OF THE DIVISIONS

    Securities Division is responsible for all activities related to the securitiesmarket functions, including licensing and coordination, regulation ofsecondary market, public offerings, market intermediaries and marketsurveillance.

    Enforcement and Monitoring Division is responsible for review of accounts oflisted companies, investigation and compliance of relevant laws andregulations by the management and prosecution (except in relation tospecialized companies, including insurance companies).

    Specialized Companies Division is responsible for regulation of MutualFunds, Modaraba companies, Leasing and other specialized companies(except insurance companies). Its functions include licensing, regulatorycompliance and enforcement of all applicable laws

    Company Law Administration Division is charged with the responsibility ofincorporating all companies and enforcing Companies Ordinance and other

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    statutes and regulations in all (listed/unlisted/private) companies. TheDivision is also responsible for supervision of the field offices in various citiesworking as company registration offices.

    Insurance Division is responsible for regulating the insurance sector. It would

    exercise powers of the Commission under the law, and will administer the lawof insurance, covering licensing and supervision of insurers and otherregulated entities under that law.

    Support Services Division is responsible for provision of efficient supportservices to the entire Commission. It would also attend to legal matterspertaining to various statutes, managing the funds and maintaining accounts,development and administration of human resources and introducingautomation systems through information technology. It is envisaged that theregional offices shall have their own dedicated support services units, whichwould implement the policies and procedures prescribed by the Support

    Services Division at the head office.

    Each of the above six Divisions have been divided into Wings for administrative

    purposes, which are mentioned below:

    Securities Division

    Licensing and Coordination;

    Secondary Market Regulation;

    Public Offering; and

    Surveillance

    Enforcement Division

    Accounts

    Investigation

    Compliance and Prosecution

    Specialized Companies Division

    Modaraba Companies and Modarabas

    Leasing Companies

    All Other Specialized Companies and Mutual Funds.

    Company Law Administration Division

    Coordination and Liaisoning

    Regulation and Compliance

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    Enforcement, Investigation and Prosecution

    Licensing, Approvals and Appeals

    Insurance Division

    Actuarial Services Life Insurance Prudential Supervision

    Non-life Insurance Prudential Supervision

    Market Conduct Supervision

    Enforcement and Prosecution

    Support Services Division

    Finance and Accounts

    Administration

    Legal

    Human Resource

    Information Technology.

    The Commission is a collegiate body having collective responsibility. Chairman of the

    Commission is its Chief Executive Officer and is responsible for the working of the

    whole Commission while the Commissioners would assist him in over-all supervision.

    Each Executive Director while heading a Division, or one or more Wings of a Division,

    would be directly responsible to the Commission. The Wings have further been divided

    function-wise into Sections to be headed by a Joint Director accountable to the respective

    Director.

    1.4 SECURITIES AND EXCHANGE POLICY BOARD

    While ensuring full autonomy of the Commission, the Act provides for establishment of a

    Securities and Exchange Policy Board (the Policy Board). The main objective of the

    Policy Board is to provide guidance to the Commission in all matters relating to its

    functions and to formulate policies in consultation with the Commission. The Policy

    Board is also responsible for advising the Government on any matter falling within the

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    purview of the Act and other Corporate Laws; and also to express its opinion on policy

    matters referred to by the Government or the Commission.

    The Act provides that the Federal Government shall appoint a Policy Board consisting of

    seven members out of whom four would be ex-officio while three would represent the

    private sector. The ex-officio members are: (i) Secretary, Finance Division; (ii)

    Secretary, Law and Justice Division; (iii) Chairman of the Commission; and (iv) a

    Deputy Governor of the State Bank of Pakistan. Following a recent amendment in the

    Act, the size of the Policy Board has been increased to nine members, including the

    Secretary, Commerce Division, as another ex-officio member. The term of an ex-officio

    member is the period of incumbency of his/her official position whereas the term of a

    private sector member is for a fixed period of four years. The first Policy Board was

    constituted as under:

    1. Mr. M. Khalil Mian (Chairman)2. Mr. Bashir Ahmed3. Mr. Khurshid Marker4. Ex-officio Secretary, Finance Division;5. Ex-officio Secretary, Law Division;6. Ex-officio Chairman of the Commission; and7. Mr. Mukhtar Nabi Qureshi, Deputy Governor of the State Bank of Pakistan.

    On the resignation of Mr. M. Khalil Mian, the Government appointed Mr. Khalid A.

    Mirza, Chairman of the Commission as Chairman of the Policy Board on 29th June 2000.

    1.5 FINANCIAL ARRANGEMENTS

    Since Commission is financially autonomous, a Fund has been established for meeting

    the financial requirements of the Commission. The Fund is administered and controlled

    by the Commission and consists of the following:-

    such sums as the Federal Government may grant from time to time;

    grants of money and sums borrowed or raised by the Commission for thepurposes of meeting any of its obligations or discharging any of its duties; and

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    taxes, fees, penalties or other charges levied under this Act, the Ordinance, theSecurities and Exchange Ordinance, 1969 (XVII of 1969), the ModarabaCompanies and Modaraba (Floatation and Control) Ordinance, 1980 (XXXIof 1980), Law of Insurance and under any other law that is for the time being

    administered by the Commission.

    All expenditure of the Commission, including the following items, is charged to the

    Fund:-

    Any expenditure lawfully incurred by the Commission, including theremuneration of Commissioners and employees, including provident fundcontributions, superannuating allowances or gratuities and legal fees and costand other fees and costs.

    Any other expenses, costs or expenditure properly incurred or accepted by theCommission in the performance of its functions or the exercise of its powersunder this Act.

    Purchasing or hiring equipment, machinery and any other materials, acquiringland and erecting buildings, and carrying out any other work and undertakingsin the performance of its functions or the exercise of its powers under this Act.

    Repaying any financial accommodation received or moneys borrowed underthis Act and the profit, return, mark-up or interest due thereon (howsoevercalled).

    Generally, any expenses for carrying into effect the provisions of this Act.

    The Commission is required to prepare and submit its budget to the Policy Board within

    ninety days of its establishment and thereafter not later than thirty days before the expiry

    of each financial year. The Commission is required to keep proper accounts and at the

    end of each financial year prepare a statement of accounts, which shall include a balance

    sheet, and an account of income and expenditure. The Commission is also required to get

    its accounts audited by auditors appointed with the approval of the Federal Government.

    The Federal Government may if it deems fit; also require the accounts of the Commission

    for any financial year audited by the Auditor General of Pakistan. The Policy Board is

    required to send, within one hundred and twenty days after the end of each financial year,

    together with the annual report of the Commission, a copy of the statement of accounts of

    the Commission certified by the auditors and a copy of the auditors' report to the Federal

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    Government which shall cause them to be published in the official Gazette and submit to

    Parliament within two months of their receipt. The accounts of the Commission have

    been jointly audited by two firms of Chartered Accountants and submitted to the

    Government. A copy of the audited annual accounts for the period ended June 30, 3000

    is annexed.

    1.6 ADMINISTRATION, HUMAN RESOURCE DEVELOPMENT AND

    SUPPORT SERVICES

    Support Services Division (SSD) is responsible for provision of efficient support services

    to the entire Commission including:

    Matters relating to finance and accounts;

    Handling of all legal matters relating to corporate laws being administered by theCommission, dealing with court cases, and providing legal advice to theCommission;

    Development of human resource, training of employees and appropriaterecruitment rules for the induction of staff;

    Administrative matters relating to the security of the Commissions property,handling of the upkeep of the office premises and all other managerial issues; and

    Computerization, automation of the system and all matters relating to informationtechnology.

    SSD has been organized into five Wings, namely:-

    Finance and Accounts Administration Legal Human Resource Information Technology

    The Commission has been endeavouring for the establishment of its organizational set up

    and framing of rules, regulations and procedures. SSD has been able to undertake the

    following assignments which were necessary for the operationalization of the

    Commission:-

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    A separate Finance and Accounts Wing was established on 1st July 1999, the datewhen the Commission became autonomous in terms of financing.

    A standing operating procedure with regard to expenditure, revenue, imprest,

    accounting system for CROs and procurement of fixed assets was prepared.

    A formal Financial and Accounting Manual was prepared with the help ofconsultants appointed by ADB. The pay roll of the employees was computerizedwhich worked successfully during the period.

    Accounting records were maintained according to the prescribed procedure.

    Habib Bank was nominated as a banker of the Commission and 18 collectionaccounts and 9 checking accounting were opened with its branches at variousstations.

    Internal audit was introduced and a separate Pre-audit Department wasestablished.

    Consequent upon the above arrangements, Finance and Accounts Wing was able to

    reconcile its receipts and get its accounts audited within the statutory period.

    SSD is at present engaged in revamping the system for administration of human resource,

    establishment of a separate legal department as well as a department of informationtechnology.

    1.7 STAFFING

    Section 43 of the Act empowers the Commission to determine suitability of officers and

    staff working in the Authority for appointment in the Commission. Such employees were

    not granted any right or lien to appointment on any post in the Commission. Pursuant to

    these statutory provisions, the Commission carried out an exercise to determine the

    suitability of the employees of the Authority and after careful consideration decided to

    release 21 officers working in BS-17 to BS-21 and 59 other staff members. On the basis

    of the qualifications and experience prescribed under the Corporate Plan, the Commission

    has so far inducted 39 new officers upgrading the professional expertise of the

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    Commission and improving its ability to discharge its responsibilities. Total existing

    strength of officers and employees and organizational chart of the Commission are

    annexed.

    1.8 COMPUTERIZATION

    Computerization was originally introduced in the organization (then the Authority) in

    early 1992, with the objective of facilitating name search of companies and to keep a

    database of companies incorporated under the Companies Ordinance, 1984. Over the

    years, the need was felt to expand and enhance the programme in order to improve

    operational capability and also to keep pace with similar organizations in the region.

    Presently, the company database system is being used in the Commission at its

    Headquarters and in the CROs. The database contains some basic information about all

    registered companies. The existing system, however, is not efficient and up-to-date and

    CROs are not electronically linked to headquarters. Record creation for new companies

    is centralized at the head office, whereas subsequent changes to the company records are

    done at their respective CROs and then replicated at all branches.

    A database containing annual and half-yearly accounts of public-listed companies is

    being maintained at headquarters. This database system is being used to generate various

    reports such as non-payment of dividends by listed companies. At present, there are about

    761 listed companies, and the database contains accounting data of these companies for

    the last two years.

    The Commission is cognizant of the present problems faced by it in its monitoring

    procedures, the inherent delay in manual handling of all matters, problems faced by the

    public in getting quick and timely service from the Commission and the lack of an

    electronic communication system with the stock exchanges and CROs. The Commission

    is taking steps to address such problems through a carefully designed automation

    programme.

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    It is also proposed to provide on a fast track basis, certain basic functions, such as:-

    Availability of new names.

    Registration of new companies.

    Registration of mortgages/charges.

    Inspection of documents.

    Copies of documents.

    Filing of documents

    These reforms are expected to bring marked improvements both in the quality and speed

    of service to the corporate sector.

    Software is being developed to enable monitoring of the three stock exchanges on real

    time basis. Unusual features in trading would be picked up and examined for timely

    corrective measures.

    The Commissions Headquarters and CROs are being connected through WAN.

    Databases are being developed for use by all regional offices. Updating of data would befacilitated by a properly designed communication system. Internal correspondence and

    circulars would also be handled electronically by way of e-mails and intranet facilities.

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    2. REGULATION OF SPECIALIZED COMPANIES

    In addition to regulating the Securities Market and administering the Companies

    Ordinance, 1984, the Commission is also responsible for regulating leasing companies

    Modarabas and credit rating agencies. These functions are being carried out under the

    following laws and rules:-

    Leasing Companies (Establishment and Regulation) Rules, 1996 framed

    under section 506 of the Companies Ordinance, 1984 alongwith NBFIs

    Prudential Regulations issued by the State Bank of Pakistan.

    Investment Companies and Investment Advisers Rules, 1971 which

    regulate closed-end mutual funds.

    Asset Management Companies Rules, 1995 which regulate open-end

    mutual funds.

    Modaraba Companies and Modaraba (Floatation and Control) Ordinance,

    1980 and Modaraba Companies and Modaraba Rules, 1981.

    Credit Rating Companies Rules, 1995.

    This responsibility has been entrusted to the Specialized Companies Division (SCD.

    Registrars are responsible for regulation of leasing companies and Modarabas. In

    addition to regulatory functions, the Commission also takes the initiative to develop such

    specialized institutions. Regulatory functions include licensing of these institutions under

    the relevant laws and rules, monitoring the performance, and examination and analysis of

    financial statements. Registrars (Leasing) and Registrar (Modaraba) pay special attention

    to profitability and liquidity of the institutions. They also ensure that the managements of

    the institutions follow prudent commercial practices and conform to the Prudential

    Regulations issued by SBP. Registrar (Modaraba) also enjoys powers, which are vested

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    with the Registrar of Companies including filing of documents, maintenance of records,

    registration of mortgages and providing facility to the public for inspection of records.

    2.1 LEASING COMPANIES

    As a result of amendments in the Banking Companies Ordinance, 1962 effected in 1997,

    regulation of leasing companies was assigned to Corporate Law Authority. The

    Commission is now carrying out this function.

    2.2 MONITORING AND REGULATION

    Registrar (Leasing) in SCD monitors and regulates leasing companies in terms of the

    Leasing Companies (Establishment and Regulation) Rules, 1996 framed under section

    506 of the Companies Ordinance, 1984. Under these Rules, leasing companies require

    permission of the Commission for change of chief executive and directors, for opening

    new branches and for issuance of COIs. Advertisements are also required to be approved

    by the Commission. In addition to compliance with the requirements stipulated in the

    Leasing Rules, the Registrar (Leasing) also ensures that the requirements of NBFIs Rules

    issued by the State Bank of Pakistan as well as requirements of IAS-12 and 17 are duly

    observed. SCD monitors periodical reports received from leasing companies, which

    provide information on:

    Liquidity position. Equity and liabilities Equity and contingent liabilities. Distribution of deposits/COIs by maturity. Source of borrowings and maturity.

    Analysis of advances.

    2.3 REGULATORY ISSUES

    New leasing companies are required to have minimum capital of Rs. 200 millionunder the Leasing Companies (Establishment and Regulation) Rules, 1996.However, at present, only nine companies have paid up capital in excess of Rs.

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    200 million. Although existing companies were directed to raise their capital uptoRs. 200 million but 24 leasing companies have yet to raise their capital upto therequired amount. These companies have attributed their default to marketconditions, which did not encourage issuance of right shares.

    The Commission has notified for public opinion new rules to be called LeasingCompanies (Establishment and Regulation) Rules, in substitution of the existingRules with the aim of providing a comprehensive regulatory framework for thelease finance sector. The new Rules combine both the establishment of leasingcompanies as well as prudential regulations for the conduct of leasing business.

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    3. INDUSTRY ANALYSIS

    At first glance, the term industry may seem self-explanatory. After all, everyone is

    familiar with the auto industry, the drug industry, and the electric utility industry.

    Analysts and investors need methods with which to classify industries. One well-known

    and widely used system is the Standard Industrial Classification (SIC) system based

    on Census data and developed to classify it on the basis of what they produce.

    3.1 OTHER INDUSTRY CLASSIFICATIONS

    The SIC system of industry classification is probably the most consistent system

    available, and possibly the easiest to use. However, it is not the only industry, designation

    in actual use. Standard & Poor's Corporation, at the end of 1982, provide weekly stock

    indexes on approximately 100 industry groupings (or parts of industries) Many of these

    series go back 30 or 40 years.

    3.2 ANALYSING INDUSTRIES

    Industries are analysed through the study of a wide range of data, including sales,

    earnings, dividends, capital structure, product lines, regulations, innovations, and so on.

    Such analysis requires considerable expertise and is usually performed by industry

    analysts employed by brokerage firms and other institutional investors.

    3.3 INDUSTRIES IN PAKISTAN

    In Pakistan, the capital market classifies the industries on the basis of what the companies

    are produced. In the following table the total number of industries including their

    companies and their performance is shown.

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    NUMBER OF INDUSTRIES INCLUDING THEIR COMPANIES AND THEIR

    PERFORMANCE

    S.No.

    Sector 1996 1997 1998 1999 2000

    No.of

    Cos.

    Div.

    paid

    No.of

    Cos.

    Div.pai

    d

    No.of

    Cos.

    Div.

    paid

    No.of

    Cos.

    Div.

    paid

    No.of

    Cos.

    Div.paid

    1. Mutual Fund39

    2339

    2439

    2239

    19

    3921

    2. Modarabas52

    2152

    2048

    1347

    26

    4724

    3. Leasingcompanies

    3018

    3219

    3220

    3220

    3221

    4. Inv./Sec.Cos/Banks

    3915

    3918

    3915

    3920

    4025

    5. Insurance39

    1539

    1739

    1639

    17

    3913

    6. Textile Spinning 153

    34 152

    39 149

    34 146

    51

    14480

    7. Textile Weaving 28 2 27 7 27 7 26 9 26 78. Textile

    Composite51

    1153

    1653

    1654

    17

    5429

    9. Woollen 9 2 8 3 8 1 8 2 7 210. Synthetic &

    Rayon27

    727

    927

    926

    12

    268

    11. Jute 8 0 8 1 8 3 8 3 7 212. Sugar & Allied

    Ind.38

    2138

    1838

    838

    21

    3821

    13. Cement 20 7 21 3 20 1 20 4 20 614. Tobacco 7 3 6 2 6 2 6 2 6 215. Fuel & Energy

    2814

    2719

    2820

    2820

    2720

    16. Engineering 16 3 16 5 16 5 16 4 16 4

    17. Auto & AlliedEngg.

    25 11 25 11 25 10 25 11

    25 9

    18. Cables &Elect.Goods

    165

    164

    155

    15 4 155

    19. Transport &Comm.

    73

    72

    72

    7 2 84

    20. Chemical &Pharm.

    4127

    4125

    4123

    3923

    3923

    21. Paper & Boards 15 9 15 7 15 8 15 8 15 722. Vanaspati &

    Allied19

    019

    119

    119 0 19

    1

    23. Construction 4 0 4 0 4 0 4 0 4 224. Leather &

    Tanneries8

    58

    68

    48 6 8

    6

    25. Food & AlliedInd.

    22 10 21 10 22 12 22 13

    22 13

    26. Glass &Ceramics

    114

    112

    112

    10 4 105

    27. Miscellaneous30

    1430

    1029

    929

    12

    2912

    Total: 782

    284 781

    298

    773

    268

    765

    330

    762372

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    FIVE YEARS TURNOUT OF COMPANIES WHO HAVE PAID DIVIDEND

    36% 38% 35%43% 49%

    0

    200

    400

    600

    800

    1000

    1996 1997 1998 1999 2000

    Years

    No.ofCompanies

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    3.4 LEASING INDUSTRY

    LEASING SECTOR IN PAKISTAN

    Sr.

    No.

    NAME OF LEASING Shareholders equity

    Rs. in million

    1 Asian Leasing Corporation Limited 92.48

    2 Askari Leasing Limited 638.85

    3 Atlas Lease Limited 316.87

    4 Capital Assets Leasing Corporation Limited 98.56

    5 Crescent Leasing Corporation Limited 338.50

    6 Dawood Leasing Company Limited 306.73

    7 English Leasing Limited 136.67

    8 First Leasing Corporation Limited 297.35

    9 Ghandhara Leasing Company Limited 91.7910 Grays Leasing Limited 134.90

    11 Ibrahim Leasing Limited 141.86

    12 Inter Asia Leasing Company Limited 81.74

    13 International Multi Leasing Corporation Limited 85.97

    14 Lease Pak Limited 101.00

    15 Mercantile Leasing Company Limited 115.23

    16 National Asset Leasing Corporation Limited 74.39

    17 National Development Leasing Corporation Limited 1240.48

    18 Natover Lease and Refinance Limited 43.60

    19 Network Leasing Corporation Limited 113.34

    20 ORIX Leasing Pakistan Limited 926.2921 Pacific Leasing Company Limited 147.96

    22 Pak Apex Leasing Company Limited 120.17

    23 Pak Gulf Leasing Company Limited 107.56

    24 Pakistan Industrial Leasing Corporation Limited 581.22

    25 Pakistan Industrial and Commercial Leasing Limited 229.94

    26 Paramount Leasing Limited 294.86

    27 Saudi Pak Leasing Company Limited 353.04

    28 Security Leasing Corporation Limited 121.53

    29 Sigma Leasing Corporation Limited 121.00

    30 Trust Leasing Corporation Limited 367.54

    31 Union Leasing Limited 288.28

    32 Universal Leasing Corporiation Limited 76.20

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    Leasing companies have been on the scene for almost a period of fifteen years now.

    Leasing was started as a result of the government decision to eliminate interest or Riba

    from all financial transactions. As such, leasing (Ijara) was accepted as one of the

    permissible mode of financing. Leasing is an important source of medium to long term

    financing, and the leasing sector was set up to develop a vital role in the capital formation

    of the country. Presently 33 leasing companies are registered under the Companies

    Ordinance, 1984 and with the exception of one, all are listed on the stock exchanges.

    3.5 INDUSTRYS AGGREGATE INDICATORS

    In the following sections contain brief description of the overall size of the leasing sectorin Pakistan and its performance over the last five years.

    The trend of industrys aggregate indicators for the last five years are given below:

    Industry's aggregate indicators Rs. In million

    1995 1996 1997 1998 1999 2000

    No. of companies 27 30 33 33 32 32Paid up capital 2,766 3898 4234 4352 4566 4762

    Retained earnings 1904 2746 3234 3359 3305 3441

    Investment in lease finance 9404 21892 25164 28111 29039 30281

    Investments 1484 1768 2590 2724 2664 3162

    Borrowings 7780 18432 21603 23173 23765 25740

    Revenues 2522 4090 5046 5315 5528 5704

    Net profit 517 922 906 610 451 573

    Financial charges 1058 2758 3006 3293 3634 3709

    Operating expenditure 390 926 959 1198 1294 1368

    Taxation 92 165 155 293 149 151

    Cash Dividend 60 537 399 340 371 409

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    3.6 INFERENCE

    The number of companies and the paid up capital are the industries input parameters

    whereas revenues, profits, financial charges and investments are the output parameters

    indicating the extent of the benefits provided by the industry.

    The paid up capital has increased from Rs. 3.8 billion in 1996 to Rs. 4.7 billion in 2000,

    showing an increase of 24% over the five years. Amongst the output parameters

    investment in lease finance increased increased from Rs. 21 billion in 1996 to Rs. 30

    billion in 2000, maintaining its increase trend in the five year period and showing an

    overall increase of 43%.

    28

    29

    30

    31

    32

    33

    1996 1997 1998 1999 2000

    No. of Companies

    0

    1000

    2000

    3000

    4000

    5000

    1996 1997 1998 1999 2000

    Paid up capital

    0

    10000

    20000

    30000

    40000

    1996 1997 1998 1999 2000

    Investment in Lease

    Finance

    Net profit was showing a decreasing trend from 1996 to 1999. It has now increased in

    the year 2000 showing increase from Rs. 451 million to Rs. 573 million in 2000 an

    improvement of 20% in the year above.

    Revenues

    4090

    50465315

    5528 5704

    0

    1000

    2000

    3000

    4000

    5000

    6000

    1996 1997 1998 1999 2000

    Net profit

    922 906

    610

    451

    573

    0

    100

    200

    300400

    500

    600

    700

    800

    900

    1000

    1996 1997 1998 1999 2000

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    The revenues have grown from Rs. 4 billion in 1996 to Rs. 5.8 billion in 2000 which

    indicates an increase of 45% in the five years period.

    The above figures indicate that the leasing industry showed some what better results in

    2000 as compared to 1999 as the net profit showed an increasing trend for the first time

    in the five years period and the total investment in lease finance grew by Rs. 1.2 billion

    as against 928 million in the previous years.

    3.7 TRENDS OF KEY RATIOS

    The following tables show the key ratios of the leasing industry

    Trends of Key Ratios

    1996 1997 1998 1999 2000

    Earning per share (Rs.) 2.13 1.67 1.40 0.79 0.92

    Return on equity (%) 13.99 11.88 7.91 5.73 6.58

    Return on Investment (%) 3.33 2.81 1.79 1.25 1.36

    Net profit margin (%) 22.56 17.69 11.48 8.16 9.31

    Revenue per share (Rs.) 9.46 9.41 12.21 9.70 9.86

    Financial charges/Total Expenses (%) 71.44 72.76 69.99 71.57 70.32

    Debt Leverage (X) 3.20 3.23 3.42 3.60 3.84

    Leasing and Financing/Net Worth (X) 3.40 3.43 3.59 3.57 3.84

    Total Assets/Net Worth (X) 4.20 4.23 4.24 4.60 4.84

    Current Ratio (X) 1.07 1.25 1.17 1.24 1.38

    Financial charges/Total Revenue (%) - - - 65.73 63.78

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    3.8 INFERENCE

    Net profit margin (%)

    22.56

    17.69

    11.48

    8.169.31

    0

    5

    10

    15

    20

    25

    1996 1997 1998 1999 2000

    Return on equity (%)

    13.99

    11.88

    7.91

    5.736.58

    0

    2

    4

    6

    8

    10

    12

    14

    16

    1996 1997 1998 1999 2000

    The key ratios of the leasing industry indicate that after a difficult year in 1999, the

    industry has somewhat stabilized in 2000 as the two key ratios i.e., Net Profit

    Margin and Return on Equity, after showing a decline trend up till 1999 have

    shown a slight increase in 2000. Net Profit Margin increased from 8.16% to 9.3%

    while return on investment grew from 1.25% to 1.36%. This stabilizing trend

    indicates that the efforts of the leasing industry to increase lease investments and to

    recover stuck up rentals have started to bear fruit.

    Return on Investm ent (%)

    3.33

    2.81

    1.79

    1.25 1.36

    0

    0.5

    1

    1.5

    2

    2.5

    3

    3.5

    1996 1997 1998 1999 2000

    Earning per share (Rs.)

    2.13

    1.67

    1.4

    0.790.92

    0

    0.5

    1

    1.5

    2

    2.5

    1996 1997 1998 1999 2000

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    4. ANALYSIS OF THREE LEADING LEASING COMPANIES

    4.1 ASKARI LEASING LIMITED - COMPANY INFORMATION

    Askari Leasing Limited, a subsidiary of Army Welfare Trust, is focused on

    underwriting quality lease business; with a twofold objective of ensuring safety of

    capital and maximizing the shareholders return. The company is involved in the

    business of auto financing and big corporate transactions to large local and

    multination companies.

    Board of Directors CommencedBusinesson

    November 1993

    Lt. Gen (R) Mohammad Afsar,Chairman

    HeadOffice

    5th & 6th Floor, AWT Plaza, The Mall,Rawalpindi

    Brig (R) Ikram Ul Hassan,Director

    Tel: 5511309-11, 111-111-345

    Brig (R) Muhammad Ayub,Director

    Fax 5565670

    Brig (R) Gul Zaman Satti,Director

    Offices at: Karachi, Lahore, Islamabad, Rawalpindi,Faisalabad

    Mr. Khalid Sharwani, Director Staff Strength

    70

    Mr. Shujaat Ali Khan, Director Listed at: Karachi, Lahore and Islamabad StockExchanges

    Mr. Javed Ahmed Noel, Director Auditors: Taseer Hadi Khalid & Co.,Dr. Amjad Waheed, Director (NITNominee)

    LegalAdvisors

    Walker Martineu Saleem

    Mr. Taimur Afzal, CEO

    4.2 PERFORMANCE HIGHLIGHTS

    Besides maintaining the status of largest leasing company, it disbursed in excess ofRs. 3 billion during the year, which is the largest ever disbursement by any leasing

    company in Pakistan.

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    The major source of resource mobilization of the company is Certificates of

    Investments (COIs) and as on June 30, 2000 total COIs were Rs. 4.7 billion ($80

    million).

    Pre-tax profit for the year 1999-2000 was Rs. 100 million. The companys

    administrative expenses as a percentage of total assets are 0.9% which is the lowest

    among the largest leasing companies. The company is rated A+ and A1 long and

    short-term obligations by Pakistan Credit Rating Agency.

    4.3 BALANCE SHEET

    30th June 1996 1997 1998 1999 2000

    Reporting Periods (Months) 12 12 12 12 12

    EQUITY Rs. in million

    Issued, subs. & Paid upcapital

    200.00 200.00 240.00 240.00 324.00

    Reserves & RetainedEarning

    149.74 269.81 254.00 288.00 314.85

    Total equity 349.74 469.81 494.00 528.00 638.85

    LIABILITIESDeferred liabilities 31.29 74.67 20.00 - -Long Term Loan 8.33 12.50 253.00 83.00 224.58Certificates of Investment 1044.3

    31822.40 1494.00 2202.00 3693.00

    Lease Key Money 200.50 283.88 317.00 0.435 572.58Short-term loan and runningfinance

    285.94 595.39 699.00 443.00 322.33

    Short-term COIs 683.60 558.75 1467.00 1365.00 864.12Other current liabilities 135.21 201.02 284.00 458.00 705.80

    Total Current Liabilities 1104.75

    1355.16 2450.00 2266.00 1892.00

    Total Liabilities 2738.94

    4018.42 5147.00 5618.00 7221.21

    ASSETSTangible Fixed assets 6.51 14.82 21.00 22.00 35.17Net Investment in LeaseFinance

    1424.14

    2195.17 3786.00 4118.00 3360.00

    Long term investment 5.00 5.00 5.00 5.00 5.00Other long term assets 0.50 6.39 10.00 10.00 9.29Current portion of leasefinance

    491.34 710.30 1222.00 1216.00 1866.93

    Short term finance 73.34 467.51 0.00 25.00 35.91Investments 233.18 362.30 881.00 878.00 1098.00Other current assets 325.35 198.22 252.00 309.00 468.35Cash and Bank Balance 179.58 58.71 191.00 407.00 341.06

    Total Current assets 1302.79

    1797.04 2546.00 2810.00 3810.83

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    Total Assets 2738.94

    4018.42 5147.00 5618.00 7221.21

    4.4 SIGNIFICANT

    RATIOSNet Working capital (Rs.) 198.04 441.87 97.00 544.00 1918.56Current ratio (X) 1.18 1.33 1.04 1.33 2.00Payable/Receivable &

    Loans (X)

    1.72 0.98 0.00 - 1.96

    Total Assets/Net worth

    (X)

    7.83 8.55 8.38 10.63 11.00

    Debt Leverage (X) 6.83 7.55 9.42 7.42 9.00Break-up value (Rs.) 17.49 23.49 25.58 22.00 19.72

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    4.5 INCOME STATEMENT

    30th June 1996 1997 1998 1999 2000Reporting Periods (Months) 12 12 12 12 12

    INCOME Rs. in million

    Lease income 312.58 511.13 594.00 638.00 767.04Mark-up income 52.93 102.98 122.00 159.00 107.01Capital Gain on Investment 00.00 00.00 00.00 - 36.13Non-Interest Income 13.42 13.40 0.00 - -Other income 0.35 3.47 0.40 0.69 0.82

    Total Income 379.28 630.98 716.40 798.00 911.01

    EXPENSESOperating expenses 22.97 31.90 40.70 49.00 67.12Financial expenses 236.49 420.44 530.00 665.00 794.48Prov. For Pot. LeaseLosses/Loan

    17.22 43.38 45.30 12.00 30.61

    Prov. For Dimn. In value ofInvestment

    2.36 0.18 0.00 0.54 (0.11)

    Profit before taxation 100.24 135.08 100.00 71.00 100.55Taxation 4.50 15.00 28.00 8.50 9.10

    Net Profit 95.74 120.08 72.00 62.00 91.45

    APPROPRIATIONDividend 40.00 0.00 20.00 48.00 64.80Reserve for Bonus Shares 0.00 40.00 0.00 - -Statutory Reserve 19.15 24.02 0.00 12.5 18.29Other Reserves 36.00 56.00 19.00 121.00 23.00

    4.6 SIGNIFICANT

    RATIOSRevenue per Share (Rs.) 18.96 31.55 30.00 33.25 28.00Financial Charges/Total

    exp. (%)

    84.11 82.32 86.00 91.50 89.00

    Net profit margin (%) 25.24 19.03 14.00 7.76 10.00Earning per share (Rs.) 4.79 6.00 4.54 2.60 2.82Earning per face value

    (%)

    47.90 60.00 00.00 25.80 28.23

    Return on Investment

    (%)

    3.50 2.99 2.64 1.61 1.27

    Return on equity (%) 27.37 25.56 20.75 11.70 16.00Dividend per share (%) 2.00 0.00 2.00 2.00 2.00Stock Dividend (%) 0.00 20.00 0.00 - -

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    4.7 NATIONAL DEVELOPMENT LEASING CORPORATION LIMITED

    -COMPANY INFORMATION

    National Development Leasing Corporation Limited is the pioneering and a major

    player of the leasing sector in Pakistan. The Corporation was established in 1984as a joint venture between National Development Finance Corporation, Asian

    Development Bank, International Finance Corporation and local sponsors.

    National Leasing Started business with an equity base of Rs. 20 million which has

    over the last 16 years grown to a figure exceeding Rs. 1.2 billion.

    Board of Directors Commenced Businesson

    June 02, 1984

    Mr. Mohammad Salim, Chairman Head Office 10th Floor, NIC Building, Abbasi ShaheedRoad, Karachi

    Mr. Mubashir a. Akhtar, CEO Tel: 5660671Mr. Mohammad Naseem,Director

    Fax 5680454

    Mr. S.M. Saleem, Director Offices at: Karachi, Lahore, Islamabad, FaisalabadMr. Mohammad Sharif, Director Staff

    Strength100

    Mr. Zahid Haleem Sheikh,Director

    Listed at: Karachi, Lahore and Islamabad StockExchanges

    Mr. Farrukh Hussain Sheikh,Director

    Auditors: Ford, Rhodes, Robson, Morrow.

    Ms. Etrat H. Rizci, Director LegalAdvisors

    Mohsin Tayyabally & Co.

    4.8 PERFORMANCE HIGHLIGHTS

    Profit before taxation of the Corporation was Rs. 95 million during the year 2000

    as compared to Rs. 120 million in the previous year. Total income earned during

    the year dropped from Rs. 698 million to Rs. 633 million depicting a fall of 10.3%.

    The reduction in lease revenue is mainly due to decline in disbursements in

    previous years. Cost of borrowings decreased to Rs. 399 million from Rs. 447

    million in the previous year, due to availability of comparatively cheaper funds and

    efficient handling of short-term borrowings. Administrative and operating

    expenses were Rs. 99 million as against Rs. 87 million in 1999, which mainly

    reflects the incidence of inflation. The Corporation made provisions of Rs. 57

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    million against potential lease losses as compared to Rs. 29 million provided last

    year. Provision for diminution of investment witnessed a reversal of Rs. 17

    million as against increase of Rs. 16 million in 1999, due to appreciation in the

    market value of the portfolio.

    4.9 BALANCE SHEET

    30th June 1996 1997 1998 1999 2000Reporting Periods (Months) 12 12 12 12 12

    EQUITY Rs. in million

    Issued, subs. & Paid upcapital

    359.42 359.42 377.40 377.40 377.40

    Reserves & RetainedEarning

    780.00 828.24 822.55 856.00 863.08

    Total equity 1139.42

    1187.66 1199.95 1233.40 1240.48

    LIABILITIESDeferred liabilities 3.28 4.42 4.29 5.32 7.48Long Term Loan 738.15 1280.22 1304.53 1513.58 1274.70Certificates of Investment 221.53 139.96 105.81 174.92 180.33Lease Key Money 466.99 531.97 555.60 535.83 295.60Short-term loan and runningfinance

    734.31 423.52 446.98 479.20 311.83

    Short-term COIs 1533.92

    1436.45 984.57 540.09 453.99

    Other current liabilities 434.37 307.00 321.97 322.58 853.30Total Current Liabilities 2702.6

    02485.69 2187.78 2001.96 1619.12

    Total Liabilities 5271.97

    5311.98 4923.70 4804.92 3377.23

    ASSETSTangible Fixed assets 56.31 60.10 59.08 60.59 60.00Net Investment in LeaseFinance

    2904.72

    2427.19 2155.54 2183.44 2127.36

    Long term investment 165.38 55.18 50.69 14.38 10.31Other long term assets 18.36 356.33 564.31 485.31 295.38Current portion of leasefinance

    1066.28

    1339.80 1494.77 1599.33 1721.13

    Short term finance 293.61 248.85 59.35 21.01 53.90Investments 353.87 422.70 150.11 125.92 134.25Other current assets 277.13 320.26 316.48 210.50 128.57

    Cash and Bank Balance 136.31 81.37 73.27 104.45 86.81Total Current assets 2127.2

    02479.68 2215.99 2163.93 2124.66

    Total Assets 5271.97

    5311.98 4923.70 4804.92 4617.71

    4.10 SIGNIFICANT

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    RATIOSNet Working capital (Rs.) -

    575.40

    -6.01 28.21 161.97 505.55

    Current ratio (X) 0.79 0.99 1.01 1.08 1.31Payable/Receivable &

    Loans (X)

    1.67 1.28 0.78 0.77 0.78

    Total Assets/Net worth

    (X)

    4.63 4.47 4.10 3.90 3.72

    Total Financing/Net

    worth (X)

    3.74 3.66 3.72 3.59 3.57

    Debt Leverage (X) 3.63 3.47 2.83 2.63 2.54Break-up value (Rs.) 15.85 16.52 15.90 16.34 16.43

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    4.11 INCOME STATEMENT

    30th June 1996 1997 1998 1999 2000Reporting Periods (Months) 12 12 12 12 12

    INCOME Rs. in million

    Lease income 806.81 628.98 614.19 571.80 539.50Mark-up income 223.18 136.28 70.23 99.01 58.52Capital Gain on Investment 33.42 8.56 0.47 - 11.63Non-Interest Income 0.00 0.00 32.18 1.13 -Other income 51.63 11.12 22.38 26.06 22.86

    Total Income 1115.04

    784.94 739.45 698.00 632.51

    EXPENSESOperating expenses 113.09 82.36 85.31 86.95 99.32Financial expenses 641.44 517.04 458.11 446.63 398.59Prov. For Potential Lease

    Losses/Loan

    34.50 55.47 110.76 28.64 56.83

    Prov. For Dimn. In value ofInvestment

    59.39 0.41 7.24 15.73 (17.37)

    Profit before taxation 266.62 129.66 78.03 120.05 95.14Taxation 55.00 27.50 28.00 30.00 22.00

    Net Profit 211.62 102.16 50.03 90.05 73.14

    APPROPRIATIONDividend 107.83 53.91 37.74 56.61 66.04Reserve for Bonus Shares 0.00 17.98 0.00 - -Statutory Reserve 1058 5.11 2.50 4.50 3.66Other Reserves 90.00 28.00 10.00 29.00 4.00

    4.12 SIGNIFICANT

    RATIOSRevenue per Share (Rs.) 15.51 10.92 9.80 9.25 8.38Financial Charges/Total

    exp. (%)

    76.00 75.77 66.44 83.70 74.17

    Net profit margin (%) 18.98 13.02 6.77 12.90 11.56Earning per share (Rs.) 2.94 1.42 0.66 1.19 0.97Earning per face value

    (%)

    58.80 28.40 13.26 23.86 19.40

    Return on Investment

    (%)

    4.01 1.92 1.03 1.90 1.58

    Return on equity (%) 18.57 8.60 4.17 7.30 5.89Dividend per share (%) 1.50 0.75 0.50 0.75 0.87Stock Dividend (%) 0.00 5.00 00.00 0.00 -

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    4.13 ORIX LEASING PAKISTAN LIMITED - COMPANY INFORMATION

    ORIX Leasing Pakistan Limited is a subsidiary of ORIX Corporation, the largest

    leasing company in Japan and a leading diversified financial services provider

    internationally. ORIX Corporation an asset base in excess of US$ 50 billion and

    an international presence in 20 Countries.

    The Company is mainly involved in leasing of industrial machinery, office

    equipment, commercial vehicles and passenger cars. The Companys strength lies

    in a large and diversified customer base with special emphasis on small to medium

    size entities in all sectors. The companys Consumer Finance and Auto Lease

    Departments cater to the needs of individuals for household appliances and saloon

    cars. The companys operating lease division provides generators, communication

    equipment and vehicles on short-term rentals.

    Board of Directors CommencedBusinesson

    January 1, 1987

    Mr. Yoshihiko Miyauchi,Chairman

    HeadOffice

    Overseas Investors, Chamber of CommerceBuilding, Karachi

    Mr. Shakirullah Durrani, ViceChairman

    Tel: 111-242-424, 2426020

    Mr. Takeshi Sato, Director Fax 2425897Masatoshi Yokota, Director Offices at: Karachi, Lahore, Islamabad, Sailkot, Faisalabad,

    Peshawar, Hyderabad and Multan

    Mr. MohammadMazharuddin, Director

    StaffStrength

    224

    Mr. Shaheen Amin, Director Listed at: Karachi, Lahore and Islamabad Stock ExchangtesMr. Mohammad QamarulHaq, Director

    Auditors: Sidat Hyder Qamar & Co.

    Mr. Humayun Murad, CEO LegalAdvisors

    Mansoor Ahmad Khan & Co.,

    4.14 PERFORMANCE HIGHLIGHTS

    ORIX Leasing achieved good growth during the year with new business volume at

    Rs. 2.7 billion showing an improvement of 33% over the previous years volume.

    The company provided financial assistance to 1,436 businesses. As at June 30,

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    2000, the company had assets of Rs. 6.1 billion and net worth of Rs. 926.3 million.

    For the year ended June 30, 2000 revenues rose to Rs. 980 million (1999: Rs. 905

    million) and profit before tax increased to Rs. 156 million (1999: Rs. 150 million)

    enabling the company to maintain cash dividend at 40%.

    The Pakistan Credit Rating Agency maintained the companys credit rating at A1+

    and AA- for short and long term debt respectively on the basis of accounts for the

    year ended June 30, 2000. These are the highest credit ratings achieved by a

    leasing company in Pakistan.

    4.15 BALANCE SHEET

    30th June 1996 1997 1998 1999 2000Reporting Periods (Months) 12 12 12 12 12

    EQUITY Rs. in million

    Issued, subs. & Paid upcapital

    161.11 161.11 161.11 201.39 201.39

    Reserves & RetainedEarning

    524.76 588.08 659.75 669.38 724.90

    Total equity 685.87 749.19 820.86 870.70 926.29

    LIABILITIESDeferred liabilities 5.28 7.66 10.60 13.54 17.49Long Term Loan 1386.7

    0

    1948.10 1699.67 1983.88 1948.53

    Certificates of Investment 7.79 6.94 7.38 11.53 223.68Long term deposits 394.11 505.55 576.22 679.38 911.38Current maturity of longterm loans

    518.66 485.05 718.76 1057.56 974.94

    Short-term loan and runningfinance

    505.75 288.45 53.36 4.87 241.67

    Short-term COIs 124.77 180.79 325.69 134.59 402.92Other current liabilities 371.65 384.43 378.00 472.10 464.25

    Total Current Liabilities 1522.83

    1338.72 1475.80 1669.12 2083.78

    Total Liabilities 4002.58

    4556.16 4590.53 5228.22 6111.15

    ASSETSAssets in own use 36.73 42.38 39.33 34.45 59.30Operating lease assets 0.00 0.00 45.88 113.38 151.65Net Investment in LeaseFinance

    1940.47

    2493.90 2176.58 2371.44 2878.84

    Long term investment 71.89 126.41 126.41 280.17 285.77Other long term assets 42.23 59.21 53.68 49.09 63.58Current portion of leasefinance

    1717.43

    1608.40 1854.34 2020.00 2285.31

    Short term finance 14.58 14.59 14.50 14.50 24.55Investments 37.72 22.50 10.00 8.77 9.33

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    Other current assets 67.57 63.68 58.66 177.24 240.16Cash and Bank Balance 73.96 125.09 211.15 159.18 112.66

    Total Current assets 1911.26

    1834.26 2148.64 2379.69 2672.01

    Total Assets 4002.58

    4556.16 4590.53 5228.22 6111.15

    4.16 SIGNIFICANTRATIOS

    Net Working capital (Rs.) 388.43 495.54 672.84 710.58 588.23Current ratio (X) 1.26 1.37 1.46 1.43 1.28Total Financing/Net

    worth (X)

    5.33 5.48 4.91 5.04 5.58

    Total Assets/Net worth

    (X)

    5.84 6.08 5.59 6.00 6.60

    Debt Leverage (X) 3.71 3.88 3.42 3.67 4.09Break-up value (Rs.) 42.57 46.50 50.95 43.24 46.00

    4.17 INCOME STATEMENT

    30th June 1996 1997 1998 1999 2000Reporting Periods (Months) 12 12 12 12 12

    INCOME Rs. in million

    Lease income 631.29 733.50 757.45 762.71 843.02Operating Lease Income - - 9.10 35.61 53.50Markup income 16.81 29.39 57.84 61.81 47.43Other fees and income 8.32 18.89 13.64 44.99 33.80Other income 0.56 0.45 1.05 0.00 2.25

    Total Income 656.98 782.23 839.08 905.12 980.00

    EXPENSESOperating expenses 95.50 115.60 140.08 171.64 221.92Financial expenses 362.48 474.36 536.99 551.14 562.26Prov. For Pot. LeaseLosses/Loan

    32.47 35.17 28.12 31.88 39.72

    Profit before taxation 166.53 157.10 133.89 150.46 156.10Taxation 8.00 25.00 30.00 20.00 20.00

    Net Profit 148.53 132.10 103.89 130.46 130.10

    APPROPRIATIONDividend 72.50 72.50 32.22 80.55 80.55Reserve for Bonus Shares 0.00 0.00 40.28 0.00 0.00Capital Reserve for deferred

    tax

    0.00 0.00 0.00 48.70 34.08

    Other Reserves 75.00 65.00 30.00 7.00 7.00

    4.18 SIGNIFICANT

    RATIOSRevenue per Share (Rs.) 40.78 48.55 52.08 44.94 48.66Financial Charges/Total 73.91 75.88 76.15 73.03 68.24

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    exp. (%)Net profit margin (%) 22.61 16.89 12.38 14.41 13.89Earning per share (Rs.) 9.22 8.20 5.16 6.48 6.76Return on Assets (%) 4.22 3.09 2.27 2.66 2.40Return on equity (%) 23.64 18.41 13.23 15.42 15.14Dividend per share (%) 4.50 4.50 2.00 4.00 4.00Stock Dividend (%) 0.00 0.00 25.00 0.00 0.00

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    CONCLUSION

    Securities and Exchange Commission of Pakistan

    The establishment of Securities and Exchange Commission of Pakistan is, no

    doubt, an important milestone in the evolution of the regulatory framework for the

    capital market. It has been established keeping in view the dire needs of our

    corporate sector under a capital market development programme of Asian

    Development Bank.

    The Commission is functioning under a well-defined organizational structure with

    reporting relationships and functional profiles. It is planning to up-grade its

    facilities like premises, equipment etc; skills development and financial plans.

    Securities and Exchange Policy Board is also functioning well with the main

    objective to provide guidance to the Commission in all matters relating to its

    functions and to formulate policies in consultation with the Commission.

    Commission is financial autonomous and its main source of income is fees,

    penalties or other changes levied under the Act and the Ordinances being

    administered by it.

    During the year ended June 30, 2000 its income was Rs. 150.15 million and

    expenditure was Rs. 67.17 million. Its surplus of income over expenditure was

    Rs. 82.98 million that is a sign of sound financial position. (Balance Sheet and

    income statement are annexed).

    The Commission after its establishment has declared surplus 21 officers and 59

    staff members pursuant to the statutory provisions to determine the suitability of

    the employees and upgrading the professional expertise. Commission has also

    inducted 39 new officers to improve its ability to discharge its responsibilities.

    This change is also helpful to achieve its objectives.

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    The Commission is facing problem in its monitoring procedures by the cause of

    inherent delay in manual handling and public is facing problem in getting quick

    and timely service. This is due to lack of an electronic communication system

    with the stock exchanges and its Company Registration Offices. The Commission

    is planning to solve this problems through a carefully designed automation

    programme.

    Leasing Industry

    During the last few years, leasing has evolved as an important financing tool,

    especially for the small and medium enterprises. With economic progress being

    driven by small and medium enterprises sector growth, the leasing sector is

    indeed playing an important role in the process of economic revival of the

    country.

    The figures of the leasing industry indicate some what better results in 2000 as

    compared to 1999 as the net profit as the net profit showed an increasing trend for

    the first time in the five years period and the total investment in lease finance

    grew by Rs. 1.2 billion as against 928 million in the previous years.

    The key ratios of the leasing industry indicate that after a difficult year in 1999,

    the industry has somewhat stabilized in 2000 as the two key ratios i.e., Net Profit

    Margin and Return on Equity, after showing a decline trend up till 1999 have

    shown a slight increase in 2000. Net Profit Margin increased from 8.16% to 9.3%

    while return on investment grew from 1.25% to 1.36%. This stabilizing trend

    indicates that the efforts of the leasing industry to increase lease investments and

    to recover stuck up rentals have started to bear fruit.

    Payment of Dividend in the Leasing Sector is also showing an increasing trend as

    in 1996 out of 30 companies, 18 companies had declared dividend (60%) and in

    2000 out of 32 companies 21 companies have declared dividend (66%).

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    RECOMMENDATIONS

    Securities and Exchange Commission of Pakistan

    Though the Securities and Exchange Commission of Pakistan, during its infancy,

    is playing its statutory role efficiently but I have seen in the Commission a

    number of complaints from the passive shareholders that the companies are

    earning profits but not paying dividend and due to this reason minority

    shareholders are not getting the fruits of their investment. Commission in the past

    also started action against these types of companies. This action has increased the

    number of dividend paying companies (1996 36% and 2000 49%). But I think

    it is not sufficient, it should be increased and Commission should play itsstatutory role more efficiently to safeguard the interest of minority shareholders.

    This is also one of the main causes of depressed securities market in the country.

    In most of our corporate sector, the active shareholders are also management of

    the companies and they enjoy the benefits in the form of their salaries and perks

    from the companies. The Commission should rationalize the salaries and perks

    with earning of the companies by implementing code of corporate governance.

    Leasing Sector

    As the leasing sector is performing well as compared to other sectors, investors

    have better choices in it for investment purposes.

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    ANNEXURES

    Securities and Exchange Commission of Pakistan

    Balance Sheet as at June 30, 2000

    Fixed assets 7,993,706

    Current assets

    Advances, deposits, prepayments and other receivables 25,472,625

    Cash and bank balances 114,830,134

    140,302,759

    Less current liabilities

    Accrued and other liabilities 11,564,509

    Net current assets 128,738,250

    Net assets 136,731,956

    Represented by:

    The Fund

    Grant received from the Government 50,000,000

    Assets acquired from the dissolved CLA 1,316,511

    Assets acquired from the re-appropriation of fund by the

    Government 2,433,000

    Surplus of income over expenditure 82,982,445

    136,731,956

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    Securities and Exchange Commission of PakistanIncome and Expenditure Account for the year ended June 30, 2000

    Income

    Fee and other recoveries 141,837,181

    Income on bank deposits 8,315,862

    150,153,043

    Expenditure

    Salaries, allowances and other benefits 42,218,352

    Operating expenses 22,335,241

    Assets acquired from the reappropriation of fund by the 2,414,363

    Government 202,642

    67,170,598

    Surplus of income over expenditure transferred to the fund 82,982,445

    150,153,043

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