FCEL Annual Report 2018
FCEL Annual Report 2018
FCEL Annual Report 2018
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
FINANCIAL STATEMENTS
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
CONTENTS
Company Information 05
Mission / Vision 06
Pattern of Shareholding 24
Balance Sheet 35
Form of Proxy 71
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
COMPANY INFORMATION
Board of Directors Mian Ehsan Ul Haq, (Chief Executive) Executive
Azhar Ahmad Batla Non-Executive
Abdul Samad Executive
Malik Safeer Raza Awan (Chairman) Non-Executive
Muhammad Ahmad Saroya Non-Executive
Muhammad Tariq Executive
Raja Suhail Qurban Independent
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
MISSION
Our mission is to strive to become the Leading Brokerage and its Related Business Company and
Best Employer in each market that we operate. We will adhere to the following principles and
provide execution to direct our future. We shall experience growth through building quality
relationships, knowledge, service and innovation.
CLIENTS: We will offer every Client: Fast & Friendly Service. Commitment,
Cleanliness, Dedication, Excellence, & Trust.
VISION
Our Vision is linked with our Mission to be the Leading Brokerage and its Related Business
Company and Best Employer in each market we operate. Our Vision will guide and direct us
towards our mission, and communicates what we believe in as an operations group.
We Believe In
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
Ordinary Business
2. To receive, consider and adopt the audited financial statements of the Company for the year ended 30
June 2018 together with the Chairman’s Review, Directors' and Auditors' reports thereon; and
3. To appoint the Auditors of the Company for the year ending 30 June 2019 and to fix their remuneration
Special business
4. To ratify the acquisition of 7,600,000 million ordinary shares, of Pace (Pakistan) Limited an associated
company, as part of settlement of overdueoutstanding balance of client(s)in the ordinary course of business
and pass the following resolutions with or without modifications:
"RESOLVED THAT the acquisition of 7,600,000 million ordinary shares having par value of Rs. 10.00 each,
of Pace (Pakistan) Limited an associated company, as part of settlement of overdue outstanding balance of
Rs. 58,900,000 related to certain client(s) in the ordinary course of business be and is hereby approved.
Further, the Chief Executive of the Company is hereby authorized to dispose of these shares from time to time
as she/he may deem appropriate".
Notes:
1) The Members Register will remain closed from 19 October 2018 to 26 October 2018 (both days inclusive).
Transfers received at Corplink (Pvt.) Limited, Wings Arcade, 1-K, Commercial, Model Town, Lahore, the
Registrar and Shares Transfer Office of the Company, by the close of business on 18 October 2018 will be
considered in time for the purpose of Annual General Meeting.
2) A member eligible to attend and vote at the meeting may appoint another member as proxy to attend and
vote in the meeting. Proxies in order to be effective must be received by the company at the Registered
Office not later than 48 hours before the time for holding the meeting.
If the Company receives consent from members holding in aggregate 10% or more shareholding residing
at a geographical location, to participate in the meeting through video conference atleast 10 days prior to
the date of the meeting, the Company will arrange video conferencing facility in that city subject to
availability of such facility in that city.
3) In order to be valid, an instrument of proxy and the power of attorney or other authority (if any) under which
it is signed, or a notarially certified copy of such power of attorney, must be deposited at the Head Office of
the Company 2nd and 3rd Floor, Pace Shopping Mall, Fortress Stadium, Lahore Cantt. Lahore, not less
than 48 hours before the time of the meeting.
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Pursuant to Companies (Postal Ballot) Regulations, 2018 the right of vote through postal ballot may be
provided to the members pursuant to the section 143 and 144 of the Companies Act, 2017.
4) a) Individual beneficial owners of CDC entitled to attend and vote at the meeting must bring his/her
participant ID and account/sub-account number along with original CNIC or passport to authenticate
his/her identity. In case of Corporate entity, resolution of the Board of Directors/Power of attorney with
specimen of nominees shall be produced (unless provided earlier) at the time of meeting.
b) For appointing of proxies, the individual beneficial owners of CDC shall submit the proxy form as per above
requirement along with participant ID and account/sub-account number together with attested copy of
their CNIC or Passport. The proxy form shall be witnessed by two witnesses with their names, addresses
and CNIC numbers. The proxy shall produce his/her original CNIC or Passport at the time of meeting. In
case of Corporate entity, resolution of the Board of Directors/Power of attorney along with specimen
signatures shall be submitted (unless submitted earlier) along with the proxy form.
5) In compliance with SECP notification no. 634/(I)/2014 dated 10 July 2014, the Company has placed the
Audited Annual Financial Statements for the year ended 30 June 2017 along with Auditors and Directors
Reports thereon on its website: www.firstcapital.com.pk and Group's website www.pacepakistan.com;
6) In pursuance of SECP notification S.R.O. 787 (I) 2014 dated 08 September 2014, the companies have
been allowed to circulate their Annual Balance Sheet and Profit and Loss Accounts, Auditors, Report and
Director's Report (Annual Financial Statements) along with Notice of Annual General Meeting (Notice)
through E-mail to the members of the Company. Members desiring to avail this facility may provide the
requisite information to the Company for which form may be downloaded from the Company's website:
www.firstcapital.com.pk and group's website www.pacepakistan.com;
7) In pursuance of SECP notification S.R.O # 470(I)2016/ dated 31 May 2016, the Company has sent
information regarding Annual audited Accounts of the Company to the shareholders in soft form i.e. CD.
However, the Company will supply the hard copy of the Annual Audited Accounts to the Shareholders on
demand, at their registered addresses, free of cost, within one week of such demand. The Company has
placed on its website a standard request form, to communicate their need of hard copies instead of soft
form.
8) Members are requested to notify any change in their registered address immediately;
STATEMENT UNDER SECTION (3) of section 134 OF THE COMPANIES ACT, 2017
This statement sets out the material facts pertaining to the Special business to be transacted at the Annual
General Meeting of the Company to be held on 26 October 2018.
The Company acquired 7,600,000 ordinary shares having a par value of Rs. 10.00 each of Pace (Pakistan)
Limited on 28 December 2015 @ 7.75 per sharefor a total cost of Rs. 58,900,000 (Rupees fifty eight million
nine hundred thousand only).
The par value of these shares as at 30 June 2016 and 30 June 2017 is Rs. 7.97 and Rs.8.76 per share
respectively.
The shares of Pace (Pakistan) Limited originally belonged to various clients of the Company, who had willfully
defaulted towards the Company and had overdue balances payable to the Company. Based on mutual
agreements with such clients vis-à-vis the proposal for partial/full settlement of their overdues and default
towards the Company, the shares were adjusted as a part of their settlements in kind. It is also pertinent to
mention here that this was done so in very compelling circumstances by the Company, since such clients had
expressed their complete inability to service their dues/defaults in cash or otherwise by assets other than the
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shares in question.
Therefore, in essence the shares in question came under the control of the Company through the ordinary
course of business and dealings of the Company and were not any investment within meaning and definition
of the term as specified in Section 199 of the Companies Act, 2017 (previously Section 208 of the Companies
Ordinance, 1984).The shares had been pledged since year 2009 through house account of the Company
with 2 financial institutions/creditors of the Company.
During the Financial Year 2016, PSX (formerly) KSE/LSE required clients' segregation statement of the
Company, thus the shares were recorded in the Company's book to comply with the direction of KSE and not
with a view to make an investment in these shares.
Consequent upon the examination of Annual Accounts of the Company for the year ended 30 June
2016,Securities and Commission of Pakistan ("SECP") issued a Show Cause notice # CSD/ARN/469/2017-
3918 dated 19 June 2017 to the Company under section 208 read with Section 476 of the Companies
Ordinance, 1984.
The matter of Show Cause notice was concluded by SECP on 06 August 2018 by giving a direction to the
Company that the Company to seek approval of Shareholders in general meeting to make the transaction
transparent and remove any ambiguities and doubts about the acquisition of shares of Pace.
INSPECTION OF DOCUMENTS
Copies of Memorandum and Articles of Association, Statement under section (3) of section 134 of the
Companies Act, 2017, annual and quarterly accounts along with all published or otherwise required accounts
of all prior periods of the Company and Pace (Pakistan) Limited where applicable and to the extent required,
along with the Order / Direction of SECP dated 06 August 2018. The documents may be inspected/procured
during the business hours on any working day at the Registered Office of the Company from the date of
publication of this notice till the conclusion of the Annual General Meeting.
The Directors of the Company and their relatives (if any) are interested to the extent of their shareholdings
which may also be inspected during the business hours on any working day at the Registered Office of the
Company from the date of publication of this notice till the conclusion of the Annual General Meeting.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
Chairman's Review
A Review Report by the Chairman on Board's overall performance and effectiveness of role played by the Board in achieving the
Company's objectives u/s 192 of the Companies Act 2017:
As required under the Code of Corporate Governance, an annual evaluation of the Board of Directors (the "Board") of First Capital
Equities Limited (the "Company") is carried out. The purpose of this evaluation is to ensure that the Board's overall performance and
effectiveness is measured and benchmarked against expectations in the context of objectives set for the Company. Areas where
improvements are required are duly considered and action plans are framed.
I am pleased to present the Annual Review for the year ended June 30, 2018,
" The Board of Directors ("the Board") of First Capital Equities Limited (FCEL) has performed their duties diligently in upholding
the best interest of shareholders' of the Company and has managed the affairs of the Company in an effective and efficient manner.
" The Board of FCEL is highly professional and experienced people. They bring a vast experience from different businesses
including the independent directors. All board members are well aware of their responsibilities and fulfilling these diligently.
" The Board has adequate representation of non-executive and independent directors on the Board and its committees as required
under the (Code of Corporate Governance) Regulations, 2017 and that members of the Board and its respective committees has
adequate skill experience and knowledge to manage the affairs of the Company;
" The Board has ensured that the directors are provided with orientation courses to enable them to perform their duties in an effective
manner and that the one director on the Board have already taken certification under the Directors Training Program and the
remaining directors meet the qualification and experience criteria of the Code;
" The Board has formed an Audit and Human Resource and Remuneration Committee and has approved their respective terms of
references and has assigned adequate resources so that the committees perform their responsibilities diligently;
" The Board has ensured that the meetings of the Board and that of its committee were held with the requisite quorum, all the decision
making were taken through Board resolution and that the minutes of all the meetings (including committees) are appropriately
recorded and maintained;
" The Board has actively participated in strategic planning process enterprise risk management system, policy development, and
financial structure, monitoring and approval. All the significant issues throughout the year were presented before the Board or its
committees to strengthen and formalize the corporate decision making process.
" All the significant issues throughout the year were presented before the Board or its committees to strengthen and formalize the
corporate decision making process and particularly all the related party transactions executed by the Company were approved by
the Board on the recommendation of the Audit Committee;
" The Board has ensured that the adequate system of internal control is in place and its regular assessment through self-assessment
mechanism and /or internal audit activities;
" The Board has prepared and approved the director's report and has ensured that the director report is published with the quarterly
and annual financial statement of the Company and the content of the directors report are in accordance with the requirement of
applicable laws and regulation;
" The Board has exercised its powers in light of the power assigned to the Board in accordance with the relevant laws and regulation
applicable on the Company and the Board has always prioritized the Compliance with all the applicable laws and regulation in terms
of their conduct as directors and exercising their powers and decision making.
" The Board has ensured the hiring, evaluation and compensation of the Chief Executive and other key executives including Chief
Financial Officer, Company Secretary, and Head of internal Audit;
" The Board has ensured that adequate information is shared among its members in a timely manner and the Board members are kept
abreast of developments between meetings;
" The Board has exercised its powers in light of the power assigned to the Board in accordance with the relevant laws and regulation
applicable on the Company and the Board has always prioritized the Compliance with all the applicable laws and regulation in terms
of their conduct as directors and exercising their powers and decision making
I would like to place on record with thanks and appreciation to my fellow directors, shareholders, management and staff for their
continued support in very challenging operating conditions. I look forward for more future success for the Company.
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2018
FCEL
2018 04
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DIRECTORS' REPORT
The Board of Directors of First Capital Equities Limited ("the Company" or "FCEL") are pleased to present the Annual
Report of 2018 along with the audited financial statements of the Company for the year ended June 30, 2018. FCEL is a
leading brokerage house of Pakistan that provides a complete range of stock brokerage nationwide to a substantial and
diversified clientele that includes corporations, financial institutions, retail clients, foreign investors and high net worth
individuals (HNWI).
CAPITAL MARKET
During the year under audit KSE-100 index (the benchmark) shed around 4,665 points to close at 41,734 points which is
a decline of around 7.00%.
The FY-18 commenced on a negative note and cumulatively decreased by 13.09% during the first half of the year due to
political uncertainty after disqualification of ex-prime minister. Investors' anxiety amplified during the court
proceedings on the JIT report with the benchmark KSE-100 Index hitting a low of 40,958.65 levels (down 12.04% on
financial year to date basis) on September 7, 2017, a cumulative decline of 22.54% from the all-time high levels hit on
May 24, 2017. President Trump's allegation that Pakistan offers safe haven to terrorist organizations led to further
decline in Pakistan stock market. Further, the 21-day prolonged sit-in in the Federal Capital by a religious group also led
the market toward uncertainty.
During the 2nd half of the year, the equity market remained volatile due to rise in both domestic & regional political
noise, dwindled economical condition in the shape of widening of Current Account Deficit (CAD) and a mix of positive
and negative news flows in the market. The equity market released some pressure, mainly on the back of some
improvements in domestic politics as the Election Commission of Pakistan announced/scheduled the Senate election
2018. The expectations for currency depreciation and consequent firming up of interest rate hike boosted the investor's
confidence to restore export competitive. Furthermore, expectations for some tax relief for the capital market and listed
sectors in the upcoming federal budget also support the market. On the flip side, during the 2nd half of the year, the
market remained under pressure due to the economic and political factors; however rumors that Pakistan could be placed
on FATF's black list with associated economic & financial implications, continued heightened domestic political
uncertainty ahead of upcoming general elections, and growing concerns over deteriorating external account imbalances
and depleting foreign exchange reserves caused the market to slide. Moreover, Moody's downgraded Pakistan's credit
rating from stable to negative and below expectation corporate results with mixed earnings reports failed to provide any
trigger to the market.
Given below is the financial summary of your Company for the year ended June 30, 2018.
All Figures are in Million except EPS*
FY18 FY17
Brokerage income 42.29 78.33
Capital gain 4.73 65.04
(Loss) / gain on re-measurement of investments at fair value through profit or loss - net (40.84) 18.61
Other income 342.09 406.91
Profit after tax 5.12 264.00
Earnings Per Share (EPS) Rs* 0.04 1.87
Your Company reported a profit of Rs 5.12 million in FY18 vs. Rs 264 million. The brokerage income of your Company
decreased by 46% YoY at Rs 42 million during FY18 versus that of Rs 78 million in last year. Further, the company
recorded capital gain of Rs 4.73 million against Rs. 65 million last year.The Un-realized loss on re-measurement of
investment is recorded at Rs. 40.34 million while other income arrived at Rs. 342 million primarily due to restructuring
activities.Operating expenses increased 35% YoY, while financial expenses registered a decline of 72% YoY during the
year under review.
During the current year, Company has settled its partial liability with UBL and Soneri bank Limited and total liability
with Summit Bank Limited and Askari Bank Limited through debt to assets swap arrangements against its investment
property. The Company has also offered similar debts to assets swap arrangement against its investment property to other
financial institutions, which is currently under review of competent authorities of respective financial institutions and
management is confident of respective financial institutions agreeing to stated arrangements offered by the Company.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
In the current year's Audited report, the auditor's without qualifying their report have raised concerns over the
Company's ability to continue as going concern. Since last year, the Company has earned an after tax profit of Rs. 5.12
million but still there is an operating loss of Rs. 342.83 million (2017: 112.15 million), moreover the accumulated losses
of the company stand at Rs. 1,017.38 million as at June 30, 2018 (2017: 1,026.76). Moreover, the Company in order to
carry on its business and to meet its current obligations required to generate sufficient profits. These conditions along
with other matters, the existence of material uncertainty that may cast significant doubt about the company's ability to
continue as a going concern.
The Company in order to carry on its business and to meet its current obligations requires generating sufficient cash
flows. Accordingly there is a material uncertainty relating to the Company's operations that may cause sufficient doubt
regarding discharge of its liability in the normal course of business. Continuation of the Company as going concern is
heavily dependent on improved cash flows. For this purpose the management of the Company has drawn up plans for:
During the current year, Company has also settled its long term loans through debt to assets swap against its properties to
different commercial banks. Further more proposal currently are under review of the competent authorities of respective
banks and management is of the view that this arrangement will be accepted.
Keeping in view the above, the management of the Company is confident that Company will come out of the current
situation and will continue its business as going concern.
FUTURE OUTLOOK
Looking forward, the stock market is well placed to deliver a healthy double-digit return for FY 2018-19 given attractive
valuations as captured in Price-to-Earnings multiples of 8.4, a decent double-digit expected earnings growth for FY2019
& FY2020, and ample local liquidity sitting on the sideline.
Your Company continued its contribution to the society as a socially responsible organization through discharge its
obligations towards the peoples who work for it, peoples around its workplace and the society as whole.
The management of the Company believes strongly in principles, beliefs and philosophy of the company where
employees are treated as family members. The Company is continuously striving to provide corporate and social work
environment to its employees as this helps them to work in complete harmony in a healthy and professional way.
INTERNAL CONTROLS
The directors and management are responsible for the Company's system of internal controls and for reviewing annually
its effectiveness in providing shareholders with a return on their investments that is consistent with a responsible
assessment and management of risks. This includes reviewing financial, operational and compliance controls and risk
management procedures and their effectiveness. The directors have completed their annual review and assessment for
year ended 2018.
The board and audit committee regularly review reports of the internal audit function of the company related to the
Company's control framework in order to satisfy the internal control requirements. The company's internal Audit
function performs reviews of the integrity and effectiveness of control activities and provides regular reports to the Audit
Committee and the Board.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
The Company's nature of business is service provider, hence its activities has very less impact on environment. The
Company has a policy to minimize the use of paper by encouraging employees, departments and clients to communicate
mostly through emails.
Keeping in view the un appropriated losses of the company, the Board of Directors does not recommend any payout this
year.
RISK MANAGEMENT
The Company's principal business activities by their nature engender significant market and credit risks. In addition, the
Company is also subject to various other risks including operating risk, legal risk and funding risk. Effective
identification, assessment and management of these risks are critical to the success and stability of the Company. As a
result comprehensive risk management policies and procedures have been established to identify, control and monitor
each of these major risks.
Earnings per share for the year ended June 30, 2018 was Rs. 0.04as compared to Rs. 1.87in the last year.
DIRECTORS' REMUNERATION
The aggregate remuneration of executive Directors is disclosed under note 34 of the Financial Statements of the
Company. Further, the Company is not paying any remuneration to Non-Executive Directors of the Company.
During the financial year 2018 "Listed Companies (Code of Corporate Governance) Regulations" has been implemented
which requires certain changes in the Composition of the Board and Its Committees. The Company has changed the
composition of Board committees and the Composition of the Board shall be changed in accordance with deadlines
provided in new Code of Corporate Governance.
COMPOSITION OF BOARD
The following persons, during the financial year, remained director’s of the company:
Names Designation
Mr. Muhammad Ahmed Saroya and Mr. Muhammad Tariq appointed as Director in place of Mr. Waseem ul Hassan and
Mr. Ahsan Zia on 24 April 2018 and 04 October 2018 respectively.
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Total number of Directors 07
a) Male: 07
b) Female: 0
Composition:
Independent Directors 01
Other Non-Executive Directors 03
Executive Directors 03
The composition of the Board of Directors and sub committees shall be changed in due course of time as per deadlines
provided in new code of Corporate Governance.
TRADING OF DIRECTORS
During the financial year no trading in shares of the Company, by the Directors, CEO, CFO, Company Secretary and
their spouses and minor children.
AUDITORS
The present Auditors, Messrs Nasir Javaid Maqsood Imran (Chartered Accountants), have retired and being eligible,
have offered themselves for re-appointment. The Board of Directors endorses the recommendation of the Audit
Committee for the re-appointment of Messrs Nasir Javaid Maqsood Imran (Chartered Accountants) as the Auditors of
the Company for the financial year ending June 30, 2019.
PATTERN OF SHAREHOLDINGS
The pattern of shareholding as required under Section 227(2)(f) of the Companies Act 2017 and Listing regulations is
enclosed.
The Board of Directors of the company, for the purpose of establishing a framework of good corporate governance has
fully adopted the Code of Corporate Governance, as per listing regulations of stock exchanges.
" The financial statements, prepared by the management of the Company, present fairly its state of affairs, the
result of its operations, cash flows and changes in the equity.
" Proper books of account of the Company have been maintained.
" Appropriate accounting policies have been consistently applied in preparation of the financial statements and
accounting estimates are based on reasonable prudent judgment.
" International Accounting Standards, as applicable in Pakistan, have been followed in preparation of financial
statements.
" The systems of internal controls are sound in design and have been implemented and effectively monitored.
" The key financial data of last Six years is summarized in the report.
" There are no statutory payments on account of taxes, duties, levies and charges, which are outstanding and have
not been disclosed in annexed accounts.
" The Company is in compliance with the requirement of training programs for Directors
ACKNOWLEDGEMENT
The Board of Directors wish to place on record their thanks and appreciation to all the shareholders for their continued
support. The Board also wishes to place on record its appreciation for the guidance and support extended by the
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
Securities and Exchange Commission of Pakistan (SECP) as well the Pakistan Stock Exchange Limited.
Finally, the Board would like to record its appreciation to all the staff members for their hard work.
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Financial Highlights
PARTICULARS FY 18 FY 17 FY 16 FY 15 FY 14 FY 13 FY 12
( R u p e e s i n m i l l i o n )
Balance Sheet
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Total assets 1,757.56 3,456.70 3,882.53 4,038.45 4,098.98 4,022.38 4,361.34
FIRST CAPITAL EQUITIES LIMITED
Investment value at cost 116.41 97.02 112.45 40.20 52.18 203.35 400.44
Investment value at mkt price 80.04 146.66 118.73 39.32 40.15 131.10 252.07
Ratios
Earning / (loss) per share (Rs.) 0.04 1.87 0.22 (1.66) (2.07) (1.25) (0.63)
Break up value (Rs.) 2.92 2.68 0.53 0.35 1.98 1.97 3.17
Return on Equity (%) 1.24 69.78 41.25 (472.55) (104.29) (78.61) (19.95)
Payout (%)
Cash - - - - - -
Bonus - - - - - -
Right - - - - 40% -
EPS for year 2013 of Rs (1.25) per share has been restated due to the issue of right shares during the year.
Annual Report 2018
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
STATEMENT OF COMPLIANCE WITH LISTED COMPANIES (CODE OF
CORPORATE GOVERNANCE) REGULATIONS, 2017
The company has complied with the requirements of the Regulations in the following manner:
a. Male: 07
b. Female: 0
a. Independent Directors 01
b. Other Non-Executive Directors 03
c. Executive Directors 03
3. The directors have confirmed that none of them is serving as a director on more than five listed companies,
including this company (excluding the listed subsidiaries of listed holding companies where applicable).
4. The company has prepared a Code of Conduct and has ensured that appropriate steps have been taken to
disseminate it throughout the company along with its supporting policies and procedures.
5. The board has developed a vision/mission statement, overall corporate strategy and significant policies of the
company. A complete record of particulars of significant policies along with the dates on which they were
approved or amended has been maintained.
6. All the powers of the board have been duly exercised and decisions on relevant matters have been taken by
board/ shareholders as empowered by the relevant provisions of the Act and these Regulations.
7. The meetings of the board were presided over by the Chairman and, in his absence, by a director elected by the
board for this purpose. The board has complied with the requirements of Act and the Regulations with respect to
frequency, recording and circulating minutes of meeting of board.
8. The board of directors has a formal policy and transparent procedures for remuneration of directors in
accordance with the Act and these Regulations.
9. The Board has arranged Directors' Training program for the following:
10. The board has approved appointment of CFO, Company Secretary and Head of Internal Audit, including their
remuneration and terms and conditions of employment and complied with relevant requirements of the
Regulations.
11. CFO and CEO duly endorsed the financial statements before approval of the board.
12. The board has formed committees comprising of members given below:
a. Audit Committee (Name of members and Chairman) Raja Suhail Qurban, (Chairman)
Muhammad Ahmad Saroya, (Member)
Malik Safeer Raza Awan, (Member)
b. HR and Remuneration Committee
(Name of members and Chairman) Raja Suhail Qurban, (Chairman)
Mian Ehsan Ul Haq, (Member)
Muhammad Ahmad Saroya, (Member)
c. Nomination Committee (if applicable) (Name of members and Chairman) N/A
d. Risk Management Committee (if applicable) (Name of members and Chairman) N/A
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
13. The terms of reference of the aforesaid committees have been formed, documented and advised to the
committee for compliance.
14. The frequency of meetings (quarterly/half yearly/ yearly) of the committee were as per following:
a Audit Committee 06
b HR and Remuneration Committee 01
c Nomination Committee (if applicable) N/A
d Risk Management Committee (if applicable) N/A
15. The board has set up an effective internal audit function that is considered suitably qualified and experienced
for the purpose and is conversant with the policies and procedures of the company.
16. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the
quality control review program of the ICAP and registered with Audit Oversight Board of Pakistan, that they or
any of the partners of the firm, their spouses and minor children do not hold shares of the company and that the
firm and all its partners are in compliance with International Federation of Accountants (IFAC) guidelines on
code of ethics as adopted by the ICAP.
17. The statutory auditors or the persons associated with them have not been appointed to provide other services
except in accordance with the Act, these regulations or any other regulatory requirement and the auditors have
confirmed that they have observed IFAC guidelines in this regard.
18. We confirm that all other requirements of the Regulations have been complied with.
Lahore
04 October 2018
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of
Corporate Governance)Regulations, 2017 (the Regulations) prepared by the Board of Directors of
"First Capital Equities Limited" (the Company) for the year ended June 30, 2018 in accordance with
the requirement of regulation 40 of the Regulations.
The responsibility for compliance with the Regulations is that of the Board of Directors of the
Company. Our responsibility is to review whether the Statement of Compliance reflects the status of
the Company'scompliance with the provisions of the Regulations and report if it does not and to
highlight any non-compliance with the requirements of the Regulations. A review is limited
primarily to inquiries of the Company's personnel and review of various documents prepared by the
Company to comply with the Regulations.
As part of our audit of financial statements we are required to obtain an understanding of the
accounting and internal control systems sufficient to plan the audit and develop an effective
auditapproach. We are not required to consider whether the Board of Directors' statement on
internal control covers all risks and controls or to form an opinion on the effectiveness of such
internal controls, the Company's corporate governance procedures and risks.
The Regulations requires the Company to place before the Audit Committee, and upon
recommendation of the Audit Committee, place before the Board of Directors for their review and
approval its related party transactions and also ensure compliance with the requirements of section
208 of the Companies Act, 2017. We are only required and have ensured compliance of this
requirement to the extent of the approval of the related party transactions by the Board of Directors
upon recommendation of the Audit Committee. We have not carried out any procedures to assess and
determine the Company's process for identification of related parties and that whether the related
party transactions were undertaken at arm's length price or not.
Based on our review, nothing has come to our attention, which causes us to believe that the Statement
of Compliance does not appropriately reflect the Company's compliance, in all material respects,
with requirements contained in the Regulations as applicable to the Company for the year ended
June 30,2018.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
We have audited the annexed financial statements of First Capital Equities Limited, which comprises the
statement of financial position as at June 30, 2018, and the statement of profit or loss and other
comprehensive income, the statement of changes in equity, the statement of cash flows for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies and
other explanatory information, and we state that we have obtained all the information and explanations
which, to the best of our knowledge and belief, were necessary for the purposes of the audit.
In our opinion and to the best of our information and according to the explanations given to us, the
statement of financial position, statement of profit or loss and other comprehensive income, the statement
of changes in equity and the statement of cash flows together with the notes forming part thereof confirm
with the accounting and reporting standards as applicable in Pakistan and give the information required by
the Companies Act, 2017 (XIX of 2017), in the manner so required and respectively give a true and fair
view of the state of the Company's affairs as at June 30, 2018 and of the profit and other comprehensive
income, the changes in equity and its cash flows for the year then ended.
We conducted our audit in accordance with International Standards on Auditing (IASs) as applicable in
Pakistan. Our responsibilities under those standards are further described in the Auditor's Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the Company in
accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional
Accountants as adopted by the Institute of Chartered Accountants of Pakistan (the Code) and we have
fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to Note 2 in the annexed financial statements, which indicates that although the
Company has earned an after tax profit of Rs. 5.11 Million during the year ended June 30, 2018 but still
there is an operating loss of Rs. 342.83 Million (2017: Rs. 112.15 Million) and accumulated losses of the
company stands at Rs. 1,017.38 Million (2017: Rs. 1,026.76 Million). Moreover, the Company in order to
carry on its business and to meet its current obligations required to generate sufficient profits and cash
flows. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2 indicate
that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current year. These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matters described below to be the key audit matters to be communicated in our report.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
Given the nature of such suits and the legal forums at " We evaluated the design and tested the operating
which these are pending, the ultimate outcome and the effectiveness of the controls over provision for
resultant accounting in the financial statements is doubtful debts calculation. These controls include
subject to significant judgement. those over the identification of the balances which
need provision and its calculation;
We identified this area to be a key audit matter due to
its materiality and significance in terms of judgements " We examined a sample of trade debts which were not
involved in estimating the recoverability of trade identified by management as potentially doubtful and
debts and inherent uncertainty. formed our own judgement as to whether that was
appropriate including using external evidence in
3. Long term financing respect of the relevant counterparties;
As stated in Note 19 of accompanying financial " For the balances settled against properties we
statements, the Company entered into debt property reviewed the settlement agreements, inspected
swap agreements with various banks and also property transfer documents, the related terms and
restructured its various loan facilities. The interest on conditions and also obtained understanding of the
restructured facilities is freezed subject to adherence executed transactions;
to the terms and conditions of the agreements. While
the interest on loans settled during the year is waived " Obtained direct confirmation from trade debts to
off by the Bank. confirm settlement and closing balances. We also
matched the responses with the amounts disclosed in
The valuation of these restructured facilities involve financial statements;
complex calculations and significant judgments.
" Discussed status of pending cases and developments
We identified loan settlement as key audit matter with the in-house legal department personnel of the
because it has material effect on the profitability and Company. Circularized external confirmations to the
earning per share of the company. legal counsel, where appropriate, on material cases
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
32
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
Information Other than the Financial Statements and Auditor's Report Thereon
Management is responsible for the other information. The other information comprises the information included in the
annual report including, in particular, the Chairman's Review, Director's Report and Financial Highlights, but does not
include the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the
accounting and reporting standards as applicable in Pakistan and the requirements of Companies Act, 2017(XIX of
2017) and for such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
Board of directors are responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with IASs
as applicable in Pakistan will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with IASs as applicable in Pakistan, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
" Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
" Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control.
" Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
" Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
" Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
We communicate with the board of directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the board of directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of most significance in
the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters
in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
a) proper books of account have been kept by the Company as required by the Companies Act, 2017 (XIX of
2017);
b) the statement of financial position, the statement of profit or loss and other comprehensive income, the
statement of changes in equity and the statement of cash flows together with the notes thereon have been drawn
up in conformity with the Companies Act, 2017 (XIX of 2017) and are in agreement with the books of account
and returns;
c) investments made, expenditure incurred and guarantees extended during the year were for the purpose of the
Company's business;
d) no zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980); and
e) the Company was in compliance with the requirement of section 78 of the Securities Act 2015, and the relevant
requirements of Securities Brokers (Licensing and Operations) Regulations, 2016 as at the date on which the
statement of financial position was prepared.
The engagement partner on the audit resulting in this independent auditor's report is Imran-ul-Haq.
Islamabad
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
STATEMENT OF FINANCIAL POSITION
As At June 30, 2018
June June
2018 2017
Note Rupees
NON - CURRENT ASSETS
Property plant and equipment 7 3,071,069 43,952,022
Intangible assets 8 2,500,000 12,500,000
Investment property 9 1,269,445,782 1,602,449,600
Long term investments 10 33,662,358 59,851,308
Long term deposits, receivables and prepayments 11 1,524,000 9,487,966
1,310,203,209 1,728,240,896
CURRENT ASSETS
Trade debts 12 275,614,836 1,513,588,111
Short term investments 13 46,381,295 86,805,188
Advances, deposits, prepayments and other receivables 14 13,349,617 26,976,399
Advance tax 15 5,308,401 22,020,420
Interest accrued 75,648 81,798
Cash and bank balances 16 106,623,484 78,991,261
447,353,281 1,728,463,177
CURRENT LIABILITIES
Trade and other payables 21 97,187,053 106,597,027
Current portion of long term financing 19 5,459,282 2,206,000
Provision for taxation 28 - 30,751,718
102,646,335 139,554,745
The annexed notes from 1 to 36 form an integral part of these financial statements.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
The annexed notes from 1 to 36 form an integral part of these financial statements.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
Gain on Available for sale financial assets – reclassified to profit or loss (5,876,625) (52,830,247)
Unrealized (loss) / gain on re-measurement of investment available for sale (17,720,304) 92,886,532
The annexed notes from 1 to 36 form an integral part of these financial statements.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
June June
2018 2017
Note Rupees
CASH FLOWS FROM OPERATING ACTIVITIES
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
June June
2018 2017
Note Rupees
Cash And Cash Equivalents At The Beginning Of The Year 78,991,261 52,114,391
Cash And Cash Equivalents At The End Of The Year 16 106,623,484 78,991,261
The annexed notes from 1 to 36 form an integral part of these financial statements.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
The annexed notes from 1 to 36 form an integral part of these financial statements.
40
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
First Capital Equities Limited (the "Company") was incorporated in Pakistan on January 26, 1995 as a private
limited company, under the Companies Ordinance, 1984 (now Companies Act, 2017). The Company was
converted into a public limited company on June 18, 1997 and is listed on Pakistan Stock Exchange Limited
formerly Lahore Stock Exchange Limited. The Company is a subsidiary of First Capital Securities Corporation
Limited, which owns 73.23% (2017: 73.23%) of the share capital of the Company. The principal activities of the
Company include share brokerage and conducting / publishing business research.
2 Although the company has earned an after tax profit of Rs. 5.11 Million but still there is an operating loss of Rs.
342.83 Million (2017: 112.15 Million), moreover the accumulated losses of the company stand at Rs. 1,017.38
Million as at June 30, 2018 (2017: 1,026.76) however the company successfully signed debt property swaps and
modified terms agreements of its long term loans with various banks. The mark up on various loans has also been
waived / frozen. These facts have enabled the Company to earn an after tax profit of Rs. 5.11 Million.
The Company in order to carry on its business and to meet its obligations requires generating sufficient operating
profits and cash flows. Accordingly there is a material uncertainty relating to the Company's operations that may
cause sufficient doubt regarding discharge of its liability in the normal course of business. Continuation of the
Company as going concern is heavily dependent on improved cash flows. For this purpose the management of the
Company took various initiatives which resulted in following:
Owing to these factors, these financial statements are prepared on going concern basis.
3 Summary of significant transactions and events that have affected the Company's financial position and
performance during the year
During the current year, although Pakistan's economy maintained the growth momentum, but still due to changing
political landscape and economic challenges, confidence of investor deteriorated which subsequently resulted
negatively on stock market and decline in profits during the year as rejected in statement of profit or loss. Following
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
is the summary of significant transactions and events that have affected the company's financial position and
performance of the Company:
a) Due to first time application of financial reporting requirements under the Companies Act, 2017 (the Act)
including disclosures and presentation requirements of the fourth schedule of the Act, some of the amounts reported
for the previous period have been reclassified as disclosed in relevant area in these financial statements.
b) Other significant transactions and events have been adequately disclosed in the financial statements. For a
detailed performance review, refer to the Directors' report.
4 Basis of preparation
These financial statements have been prepared in accordance with the approved Accounting Standards as
applicable in Pakistan and the requirements of the Companies Act, 2017. Approved Accounting Standards comprise
of such International financial reporting standards as notified under the provisions of the Companies Act, 2017.
Whenever the requirements of the Companies Act, 2017 or directives of the Securities and Exchange Commission
of Pakistan (SECP) differ with the requirements of the Standards, the requirements of the Companies Act, 2017 or
the requirements of the said directives take precedence.
These financial statements have been prepared under the historical cost convention, except for investment property
and certain financial assets that are stated at fair value and recognition of deferred liabilities at present value.
The preparation of financial statements in conformity with approved accounting standards as applicable in
Pakistan, requires management to make judgments, estimates and assumptions, that affect the application of
policies and reported amounts of assets and liabilities, income and expenses. The estimates, associated assumptions
and judgments are based on historical experience and various other factors that are believed to be reasonable under
the circumstances, the result of which form the basis of making the judgments about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current and future periods.
There was no significant adjustment required for the estimates and judgments as compared to previous year.
The areas where various assumptions and estimates are significant to Company's financial statements or where
judgments were exercised in application of accounting policies are;
a) Useful life and residual values of property, plant and equipment Note 7.1
b) Impairment Note 6.3
c) Provisions and contingencies Note 6.13
d) Staff retirement benefits Note 6.14
e) Provision for taxation Note 6.16
5.1 The Company has adopted the following revised standards and amendments of IFRSs which became
effective for the current year:
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
The other new standards, amendments to approved accounting standards and interpretations that are mandatory for
the financial year beginning on July 1, 2017 are considered not to be relevant or to have any significant effect on the
Company's financial reporting and operations.
5.2 Standards, amendments to approved accounting standards that are not yet effective
The above mentioned standards and amendments are not expected to have any material impact on the Company's
financial statements in the period of initial application.
In addition to the above standards and amendments, improvements to various accounting standards have also been
issued by the IASB in December 2016 and December 2017. Such improvements are generally effective for
accounting periods beginning on or after 01 January 2018 and 01 January 2019 respectively. The Company expects
that such improvements to the standards will not have any impact on the Company's financial statements in the
period of initial application.
The IASB has also issued the revised Conceptual Framework for Financial Reporting (the Conceptual Framework)
in March 2018 which is effective for annual periods beginning on or after 1 January 2020 for preparers of financial
statements who develop accounting policies based on the Conceptual Framework. The revised Conceptual
Framework is not a standard, and none of the concepts override those in any standard or any requirements in a
standard. The purpose of the Conceptual Framework is to assist IASB in developing standards, to help preparers
develop consistent accounting policies if there is no applicable standard in place and to assist all parties to
understand and interpret the standards.
Further, following new standards have been issued by IASB which are yet to be notified by the SECP for the
purpose of applicability in Pakistan. The Company expects that above new standards will not have any material
impact on the Company's financial statements in the period of initial application.
Standards or Interpretation
The significant accounting policies adopted in the preparation of these financial statements are set out below. These
policies have been consistently applied to all years presented, unless otherwise stated.
These are stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is charged to
profit or loss applying the straight-line method whereby the cost is written-off over its estimated useful life at the
rates specified in note 7.1 to the financial statements.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
Depreciation on additions is charged on a pro-rata basis from the month in which the asset is put to use, while for
disposals depreciation is charged up to the month preceding the disposal of the asset. Where an impairment loss is
recognized, the depreciation charge is adjusted in the future periods to allocate the assets revised carrying amount
over its estimated useful life.
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Company and the cost of
the item can be measured reliably.
Maintenance and repairs are charged to income as and when incurred. Renewals and improvements are capitalized
when it is probable that respective future economic benefits will flow to the Company and the cost of the item can be
measured reliably, and the assets so replaced, if any, are retired.
The gain or loss on disposal or retirement of an asset represented by the difference between the sale proceeds and the
carrying amount of the asset is recognized as an income or expense.
Residual value and the useful life of an asset are reviewed at each financial year end and adjusted if impact on
depreciation is significant. The Company's estimates of residual value of property and equipment at June 30, 2018
did not require any adjustment.
These are stated at closest estimate of fair value as issued by Pakistan Stock Exchange vide its circulars regularly.
The carrying value is reviewed at each statement of financial position date and impairment is charged if any
indications arises for decline in value or the value issued by Pakistan Stock Exchange is lower than the carrying
value, if any. These assets have an indefinite useful life so no amortization has been charged.
These are stated at cost less accumulated impairment, if any. The carrying amount is reviewed at each statement of
financial position date to assess whether these are recorded in excess of their recoverable amount, and where
carrying amount exceeds estimated recoverable amount, these are written down to their estimated recoverable
amount. These assets have an indefinite useful life so no amortization has been charged.
6.3 Impairment
The carrying amount of the Company's assets are reviewed at each statement of financial position date to determine
whether there is any indication of impairment loss. If any such indication exists, the asset's recoverable amount is
estimated in order to determine the extent of the impairment loss, if any.
An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its
recoverable amount. All impairment losses are recognized in the statement of profit or loss. Individually significant
financial assets are tested for impairment on individual basis. An impairment loss in respect of available-for-sale
financial assets is calculated by the reference to its current fair value. Any cumulative loss in respect of an available-
for-sale financial assets recognized previously in equity is transferred to profit and loss.
Impairment losses are reversed when there is an indication that the impairment may no longer exist and there has
been a change in the estimate used to determine the recoverable amount. An impairment loss is reversed only to the
extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of
depreciation and amortization, if no impairment loss had been charged.
For available-for-sale financial assets that are equity securities, the reversal is recognized directly in equity.
All the financial assets and financial liabilities are recognized at the time when the Company becomes a party to the
contractual provisions of the instruments. The Company de-recognizes a financial asset or a portion of financial
asset when, and only when, the enterprise loses control of the contractual rights that comprise the financial asset or
44
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
portion of financial asset. A financial liability or part of financial liability is de-recognized from the statement of
financial position, when and only when, it is extinguished i.e. when the obligation specified in the contract is
discharged, cancelled or expired. Any gain or loss on the recognition or de-recognition of the financial assets and
liabilities is included in the statement of profit or loss currently.
Significant financial assets include long term deposits, short term investments, trade debts, loans and advances,
other receivables and cash and bank balances.
Significant financial liabilities are classified according to the substance of the contractual agreements entered into.
Significant financial liabilities are liabilities against assets subject to finance lease, mark-up accrued, long term /
short term borrowings and trade and other payables.
6.5 Investments
Available-for-sale
Investments which are intended to be held for an indefinite period of time but may be sold in response to the need for
liquidity are classified as available-for-sale. After initial recognition, these are stated at fair values (except for
unquoted investments where active market does not exist) with any resulting gains and losses which are charged to
other comprehensive income, until the investment is disposed or impaired. At the time of disposal, the respective
surplus or deficit is transferred to income. Fair value of quoted investments is their bid price at the statement of
financial position date. Impairment on these assets is charged in accordance with Note 6.3.
Unquoted investments, where active market does not exist, are carried at cost and tested for impairment at each year
end.
The Company assesses at each statement of financial position date whether there is objective evidence that an
investment or a group of investments is impaired. If any such evidence exists for available for sale investments, the
cumulative loss is removed from equity and recognized in the statement of profit or loss. Impairment losses
recognized in the statement of profit or loss on equity instruments are not reversed through statement of profit or
loss.
These include investments classified as held for trading or upon initial recognition are designated by the Company
at fair value through profit or loss. Investments which are acquired principally for the purpose of generating a profit
from short term fluctuations in price or dealer's margin are classified as held for trading. After initial recognition,
these are stated at fair values with any resulting gains and losses recognized directly in income. Fair value of
investments is their quoted bid price at the statement of financial position date. Transaction costs are charged to
income currently.
Investment properties are properties which are held either to earn rental income or for capital appreciation or for
both. Investment properties are initially recognized at cost, being the fair value of the consideration given,
subsequent to initial recognition these are stated at fair value. The fair value is determined annually by an
independent approved valuer. The fair values are based on market values, being the estimated amount for which a
property could be exchanged on the date of valuation between knowledgeable and willing buyer and seller in an
arm's length transaction.
Any gain or loss arising from a change in fair value is recognized in the statement of profit or loss. Rental income
from investment property is charged to profit and loss on accrual basis.
When an item of property, plant and equipment is transferred to investment property following a change in its use,
any differences arising at the date of transfer between the carrying amount of the item immediately prior to transfer
45
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
and its fair value is recognized in surplus on revaluation of property, plant and equipment, if it is a gain. Upon
disposal of the item the related surplus on revaluation of property, plant and equipment is transferred to retained
earnings. Any loss arising in this manner is recognized immediately in the statement of profit or loss.
If an investment property becomes owner-occupied, it is reclassified as property, plant and equipment and its fair
value at the date of reclassification becomes its cost for accounting purposes for subsequent recording.
Trade debts are carried at original invoice amount less an estimate made for doubtful debts based on a review of all
outstanding amounts at the year end. Bad debts are written off when identified.
All "regular way" purchases and sales of financial assets are recognized on the settlement date, i.e. the date on which
the asset is delivered to or by the Company. Regular way purchases or sales of financial assets are those contracts
which requires delivery of assets within the time frame generally established by regulation or convention in the
market.
Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of
the instrument. All financial assets and liabilities are initially measured at cost, which is the fair value of the
consideration given and received respectively. These financial assets and liabilities are subsequently measured at
fair value, amortized cost or cost, as the case may be. The particular measurement methods adopted are disclosed in
the individual policy statements associated with each item.
All loans and borrowings are initially recognized at the fair value of the consideration received less directly
attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently
measured at amortized cost using the effective interest method. Gains and losses are recognized in the statement of
profit or loss when the liabilities are derecognized as well as through the amortization process.
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial
position only when the Company has a legally enforceable right to set off the recognized amounts and intends to
either settle on a net basis or realize the asset and settle the liability simultaneously.
Liabilities for trade and other payables are carried at cost which is the fair value of the consideration to be paid in
future for goods or services received.
6.13 Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events
and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate of the obligation can be made. However, provisions are reviewed at each statement of
financial position date and adjusted to reflect current best estimate.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
The Company maintains an unfunded gratuity scheme for all its eligible employees. The calculation of defined
benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the
calculation results in a potential asset for the Company, the recognized asset is limited to the present value of
economic benefits available in the form of any future refunds from the plan or reductions in future contributions to
the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum
funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan
assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately
in other comprehensive income. The Company determines the net interest expense (income) on the net defined
benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at
the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in
the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net
interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
* Capital gains or losses on sale of investments are recognized in the year in which they arise.
* Brokerage income, consultancy and money market services are recognized as and when such services are
provided.
* Dividend income is recognized at the time of book closure of the company declaring the dividend.
* Return on securities other than shares is recognized as and when it is due on time proportion basis.
6.16 Taxation
Current
Provision for current taxation is based on the taxable income for the year determined in accordance with the
prevailing laws for taxation of income. The charge for current tax is calculated using prevailing tax rates or tax rates
expected to apply to the profit for the year if enacted after taking into account tax credits, rebates and exemptions, if
any. The charge for current tax also includes adjustments, where considered necessary, to provision for tax made in
previous years arising from assessments framed during the year for such years.
Deferred
Deferred tax is accounted for using the statement of financial position liability method in respect of temporary
differences arising from differences between the carrying amount of assets and liabilities in the financial statements
and the corresponding tax bases used in the computation of the taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are
recognized to the extent that it is probable that taxable profits will be available against which the deductible
temporary differences, unused tax losses and tax credits can be utilized.
Deferred tax is calculated at the rates that are expected to apply to the period when the differences reverse based on
47
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
tax rates that have been enacted or substantively enacted by the statement of financial position date. Deferred tax is
charged or credited in the income statement, except in the case of items credited or charged to equity in which case it
is included in equity.
These financial statements are presented in Pakistan Rupees which is also the Company's functional currency.
All monetary assets and liabilities in foreign currencies are translated into rupees at exchange rates prevailing at the
statement of financial position date. Transactions in foreign currencies are translated into rupees at exchange rates
prevailing at the date of transaction. Non-monetary assets and liabilities that are measured in terms of historical cost
in a foreign currency are translated into rupees at exchange rates prevailing at the date of transaction. Non-monetary
assets and liabilities denominated in foreign currency that are stated at fair value are translated into rupees at
exchange rates prevailing at the date when fair values are determined. Exchange gains and losses are included in the
income currently.
Cash and cash equivalents are carried in the statement of financial position at cost. For the purpose of cash flows
statement, cash and cash equivalents comprise of cash in hand, cash with banks and other short term highly liquid
investments (if any) that are readily convertible to known amounts of cash and which are subject to insignificant risk
of change in value.
All transactions involving related parties arising in the normal course of business are conducted at arm’s length at
normal commercial rates on the same terms and conditions as third party transactions using valuation modes as
admissible, except in extremely rare circumstances where, subject to approval of Board of Directors, it is in the
interest of the Company to do so.
"Fair value is the amount for which an asset could be exchanged, or liability settled, between knowledgeable
willing parties in an arm’s length transaction. Underlying the definition of fair value is the presumption that the
Company is a going concern without any intention or requirement to curtail materially the scale of its operations or
to undertake a transaction on adverse terms. The carrying values of all financial assets and liabilities reflected in
these financial statements approximate their fair values. Fair value is determined on the basis of objective evidence
at each reporting date."
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices) (level 2).
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
48
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
2018 2017
Note Rupees
7 PROPERTY PLANT AND EQUIPMENT
7.1 3,071,069 43,952,022
3,071,069 43,952,022
7.1 Property, plant and equipment schedule
Opening net book value (NBV) 17,685,256 23,268,675 818,455 1,080,495 920,009 179,132 43,952,022
Balance as an June 30, 2017 (NBV) - - 735,619 827,005 160,613 1,347,832 3,071,069
Carrying value as at
June 30, 2018
Opening net book value (NBV) 19,221,046 25,105,675 658,061 1,311,909 1,912,161 876,182 49,085,034
Balance as at June 30, 2017 (NBV) 17,685,256 23,268,675 818,455 1,080,495 920,009 179,132 43,952,022
Carrying value as at
June 30, 2017
Building including freehold and lease hold having cost of Rs. NIL (2017: Rs. 67.45 million) has been pledged with various banks against long
term financing.
49
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
7.2 Disposal of property, plant and equipment
Accumulated Book Sale Mode Particulars of Buyers
Cost Depreciation Value Proceeds Gain of Sale
Particulars
Rupees Rupees
Furniture & fixtures 200,000 163,333 36,667 110,000 73,333 Negotiation Flair (Pvt.) Ltd
Leasehold building 36,740,000 14,849,072 21,890,928 49,600,000 27,709,072 Negotiation Muhammad Farooq Iqbal
Freehold building 30,715,800 13,542,473 17,173,327 27,125,000 9,951,673 Negotiation Summit Bank Limited
Computers 2,957,100 2,957,100 - 10,800 10,800 Negotiation NI System
Vehicles 10,827,208 10,827,208 - 2,700,000 2,700,000 Negotiation Clifton Azhar Motors
June June
8 INTANGIBLE ASSETS 2018 2017
Note Rupees
Trading Right Entitlement Certificate (TREC)
Pakistan Stock Exchange Limited 8.1 2,500,000 5,000,000
Room
Pakistan Stock Exchange Limited 7,500,000
2,500,000 12,500,000
8.1 This represents Trading Right Entitlement Certificate (TREC) received from Pakistan Stock Exchange Limited (PSX), in
accordance with the requirements of the Stock Exchanges (Corporation, demutualization and Integration) Act, 2012.
During the year, the Pakistan Stock Exchange Limited (PSX) issued value of TREC at Rs. 2.5 million (2017: Rs. 5 million)
as per the decision of the PSX for calculation of BMC. As a result an impairment loss of Rs 2.5 Million (2017: Nil) has
been charged on TREC.
8.2 During the year, rights of room located in building of Pakistan Stock Exchange, Karachi, is sold to Summit Bank Limited
for Rs. 12,875,000 and gain of Rs 5,375,000 is recognized.
8.3 The Company has no internally generated intangible assets. June June
2018 2017
Note Rupees
9 INVESTMENT PROPERTY
9.1 Investment Property comprises various shops / counters in shopping malls situated at Gujranwala and Gujrat. Properties
having value of Rs. 1,264 Million (2017: 1,602 Million) are under mortgage by banks against borrowings.
One shop situated at Gujranwala Pace Shopping Mall was purchased during the year for Rs. 6.14 Million is held in the
name of Pace (Pakistan) Limited. The transfer of title for this property is in process as at year end. However, the Company
has complete control and possession of said property.
9.2 The direct operating expenses related to the investment property were Rs. 50,000/- (2017 Rs. 50,000/-).
9.3 The fair value of subject investment property is based on valuation that was carried out by M/s. Negotiator, independent
valuer (approved valuator on the panel of Pakistan Banking Association) as on June 30, 2018. The valuer determined the
fair value of Rs. 1,269,445,782/- (2017: 1,602,449,600/-), the effect of which has been incorporated in the financial
statements. The table below analyse the non-financial assets carried at fair value, by valuation method. The different
levels have been defined in Note 6.21 & Note 9.4
50
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
There are no level 1 and level 3 assets or transfers between levels 1, 2 and 3 during 2018 or 2017.
Level 2 fair value of investment properties has been derived using the sales comparison approach. Sale prices of
comparable land and buildings in close proximity are adjusted for differences in key attributes such as location, size,
nature and condition of the property. The most significant input into this valuation approach is price per square foot.
Particulars Location
51
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
June June
10 LONG TERM INVESTMENTS 2018 2017
Note Rupees
10.1 Investment in related parties
Shares having value of Rs. 10,496,536/- (2017: Rs. 18,687,475/-) have been pledged with various commercial banks against long term financing.
Cost of shares sold during the year 430,000 2,404,430 11,042,400 14,493,792
Sale proceeds from the disposal 2,404,430 (8,468,645) (67,324,040)
Capital (loss) / gain realized tranfer to profit & loss (2,573,755) 52,830,248
“This represents the investment in ordinary shares of Pakistan Stock Exchange Limited (PSX) received by the Company in accordance with
requirements of Stock Exchanges (Corporatization, Demutualization and Integration) Act 2012. The total number of shares received by the Company
were 4,007,383 out of which 60% shares were held in a separate blocked account in the Central Depository Company of Pakistan Limited (CDC) to
restrict the sale of such shares by the members of PSX. Afterwards during 2017, PSX concluded bidding process for its equity stake where share price
of Rs. 28 per share was offered by successful bidder. PSX sold these 60% (40% to the successful bidder & 20% to general public) shares of the
company, held in separate blocked account in CDC at this price and sale proceeds were transferred in the designated bank account of the company.
Currently, 1,081,194 shares having value of Rs. 21.3 Million are still held in block account."
10.2.2 Level 1 inputs i.e. Quoted prices (unadjusted) in active markets for these shares are used for recurring measurement of fair value.
52
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
June June
2018 2017
11 LONG TERM DEPOSITS, RECEIVABLES AND PREPAYMENTS Note Rupees
11.1 This includes balance receivable from First Capital Securities Corporation Limited (Parent Company) Rs. NIL (June 2017 : Rs.
890,400/-).
Considered doubtful:
Less: Balance off set against provision for doubtful debts - (1,096,813,205)
The company charged provision for doubtful debts, and signed various settlement agreements with the debtors. As a result the balance of debtors has
significantly decreased. Trade debts also include various balances against which the company has filed suits for recovery in various courts as disclosed
in Note 30 of accompanying financial statements. Based on past experience the management believes that no other provision is required in respect of
other trade receivables, as these receivables are expected to be recovered subsequent to the year.
June June
2018 2017
12.1 Provision for doubtful debts Note Rupees
53
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
2018 2017
Number of Carrying Market Number of Carrying Market
Shares Amount Value Shares Amount Value
Rupees Rupees
Investments in related parties
First Capital Mutual Fund Limited 1,792 22,902 16,601 1,792 21,128 22,902
Media Times Limited 7,825,638 24,102,965 13,538,354 7,825,638 13,068,815 24,102,965
Pace (Pakistan) Limited 7,600,000 52,896,000 25,764,000 7,600,000 47,500,000 52,896,000
Other investments
Arif Habib Limited 100 8,041 6,100 100 4,512 8,041
World Call Telecom Limited 917,500 2,776,255 1,770,775 800,000 1,568,000 2,440,000
Haseeb Waqas Sugar Mills Limited - - - - - -
PICIC Insurance Limited 32,000 112,000 70,400 32,000 172,800 112,000
Pioneer Cement Limited 11,000 1,430,000 515,460 11,000 1,181,400 1,430,000
D.G Khan Cement Limited 500 77,383 57,245 - - -
Pakistan Telecommunication Limited 34,000 530,740 388,960 34,000 511,020 530,740
Shaheen Insurance Company Limited 834,000 5,262,540 4,253,400 834,000 4,170,000 5,262,540
13.2 Shares having carrying amount of Rs. 86,758,587/- (2017: Rs. 68,176,547/-) and market value of Rs. 46,080,674/- (2017: Rs. 86,782,286/-)
are pledged as security against long term loans.
13.3 During the year capital loss of Rs. 1,146,619/- has occurred on sale of shares having cost of Rs. 68,984,062/-.
13.4 Level 1 inputs i.e. Quoted prices (unadjusted) in active markets for these shares are used for recurring measurement of fair value.
54
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
June June
2018 2017
Note Rupees
14.1 Advances given to Executives / Employees are in accordance with the Company policy. Such advances are
unsecured, interest free and are adjusted against salary / expenses claims. Advances to executives and employees does
not include any amounts due from Chief Executive and Directors NIL (2017 : NIL).
14.2 This includes exposure deposit with the Pakistan Stock Exchange Limited under the exposure rules. This includes
Rs. 2,500,000/ (2017: Rs. 18,000,000/-) deposited with PSX against requirement of Base Minimum Capital.
14.3 0.1"Comparative figures have been restated to reflect changes in the definition of executives as per Companies Act,
2017."
June June
2018 2017
15 ADVANCE TAX Note Rupees
Cash at bank
Current accounts 16.1 44,563,115 74,990,189
Deposit accounts 16.2 61,981,988 3,941,691
106,545,103 78,931,880
Cash in hand 78,381 59,381
106,623,484 78,991,261
16.1 Current accounts include clients' balances held in designated bank accounts of Rs. 44,026,618/- (2017: Rs.
74,281,396/-)
16.2 These carry profit at rates ranging from 3% to 4% per annum (2017: 3% to 4% per annum).
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
68,019,250 68,019,250 Bonus shares of Rs. 10/- each fully paid 680,192,500 680,192,500
17.1 The Company is a subsidiary of First Capital Securities Corporation Limited - a listed company which holds
103,494,200 (73.23%) ordinary shares (2017: 103,494,200 (73.23 %)) of the Company.
18 OTHER RESERVES
The fair value reserve comprises the cumulative net change in the fair value of available for sale financial assets until the
assets are derecognized or impaired. The details are as under:-
Fair value decrease during the year charge to OCI (8,190,939) (9,529,365) (17,720,304)
18.1 This represents the diminishing in value to continuous fall in market value and difficulties faced by issuer.
June June
2018 2017
19 LONG TERM FINANCING
Note Rupees
Long term financing - Secured - Other than related parties
56
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
19.1 This includes agreements with different commercial banks with an original mark up rates of 8% and 3 months kibor
plus 1.5% to 4 % p.a (2017: 8% and 3 months kibor plus 1.5% to 4 % p.a). But owing to the negotiations with the
banks the markup on these loans was either waived or frozen.
19.2 During the year the company entered into debt property swap agreement with banks. As a result loans having
carrying amount of Rs. 1,255,046,533/- have been paid / adjusted against disposal of buildings and investment
property. Some of the loan facilities are restructured during the year and the difference between the amortized cost
and carrying value has been charged to profit or loss.
19.3 This represents the difference between amortization cost and carrying value and restructuring of long term loans.
Amortized cost has been determined using effective interest rate 8.05% to 12.29% (2017: 6.05% to 9.05% ) per
annum based on the original loan agreement. Movement is as follows:
2018 2017
Rupees
20 DEFERRED LIABILITIES
20.1 The future contribution rates of the scheme include allowances for deficit and surplus. Projected unit credit method
based on the following significant assumptions is used for valuation of this scheme. The latest actuarial valuation
was carried out by Nauman Associates as on June 30, 2018.
2018 2017
Rupees
Statement of financial position
Present value of defined benefits obligations 37,609,800 34,881,310
plus payables 896,661 1,326,867
Balance sheet liability/(asset) 38,506,461 36,208,177
57
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
2018 2017
Rupees
Expenses to be charged to P&L
Current service cost 3,906,336 2,634,735
Past service cost (credit) - -
Gain and losses arising on plan settlements - -
Interest cost on defined benefits obligation 3,220,329 2,671,702
Expenses chargeable to P&L 7,126,665 5,306,437
2018 2017
21 TRADE AND OTHER PAYABLES Rupees
21.1"This includes balance payable to associated company i.e. Falcon Commodities ((Pvt.)) Limited for expenses
sharing Rs. 3,336,132/- (June 2017: Rs. 3,336,132/-)."
58
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
22 INVESTMENT IN ASSOCIATES
All the Investments in associated Companies are in accordance with the provisions of Companies Act, 2017 except the
7.6 million ordinary shares of Pace (Pakistan) Limited that were acquired as part of settlement of overdue outstanding
balance related to certain clients in preceding years. However, as per the Instructions of Securities and Exchange
Commission of Pakistan the Company has decided to obtained ratification of these shares in the forthcoming Annual
General Meeting.
June June
2018 2017
23 BROKERAGE INCOME Rupees
Gain/(Loss) on sale of investment at fair value through profit or loss 13.3 (1,146,619) 12,206,573
4,730,006 65,036,821
25 OPERATING AND ADMINISTRATIVE EXPENSES
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
2018 2017
Rupees
25.1Auditors' remuneration
Statutory audit 625,000 625,000
Half year review 215,000 215,000
Certifications 200,000 200,000
1,040,000 1,040,000
26 FINANCE COST
17,926,934 64,016,667
27 OTHER INCOME
342,085,306 406,908,286
28 TAXATION
Current year
(5,861,546) 30,751,718
28.1 During the year the Company's revenue subject to final tax under section 233A of the Income Tax Ordinance, 2001.
Since the Company is liable to pay final tax under section 233A and 150 of the Income Tax Ordinance 2001, therefore, no
numerical tax reconciliation is produced.
28.2 The Company have a deferred tax asset on unused tax losses and deductible temporary differences. Tax losses will
be carried forward for six years only, in accordance with the Income Tax Ordinance, 2001. However as sufficient taxable
profits may not be available in foreseeable future, the Company has not recognized deferred tax asset in these financial
statements. The details are as follows:
60
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
June June
2018 2017
Rupees
28.2.1 During the year company recognized deferred tax asset on to the extend of deferred tax liability amounting Rs.
750,000 (2017 Rs. 1,500,000).
28.3 The Company computes current tax expense based on generally accepted interpretations of the tax laws to ensure
that the sufficient provision of taxation is available. According to management the tax provision made in the financial
statements is sufficient. A comparison of last three years of income tax provision with tax assessed is presented below:
2018 2017 2016
Rupees
Income tax provision for the year (as per accounts) 30,751,718 6,456,452 21,193,428
Income tax as per tax assessment 16,514,920 6,456,452 812,459
June June
2018 2017
29 EARNING / (LOSS) PER SHARE - BASIC AND DILUTED Note Rupees
Profit after taxation attributable to ordinary share holders - Rupees 5,115,697 264,003,257
Earning /(loss) per share - Basic and Diluted - Rupees per share 29.1 0.04 1.87
29.1 No figure for diluted earning / (loss) per share has been disclosed as the Company has not issued any instrument
which would have an impact on earnings per share, when exercised.
30 CONTINGENCIES AND COMMITMENTS
30.1 Contingencies
30.1.1 During the year 2007-08, Securities and Exchange Commission of Pakistan (SECP) served a show cause notice
to the Company under Section 4 & 5 of Listed Companies (Substantial Acquisition of Voting shares and
Takeovers) Ordinance 2002, alleging that the Company has facilitated certain investors in acquisition of
approximately 39% shares of Haseeb Waqas Sugar Mills Limited. The Company has submitted its reply to the
show cause notice to the SECP. SECP has decided the case and has imposed a fine of Rs. 500,000/- on the
Company on April 17, 2009. The Company has filed an appeal in Appellate Tribunal SECP against the aforesaid
order which was set aside by Tribunal on December 03, 2015 with an instructions to initiate fresh proceedings as
per law.
30.1.2 During the year 2008-09, M/s Savari ((Pvt.)) Limited, Muhammad Rafi Khan, Muhammad Shafi Khan and Aura
((Pvt.)) Limited, the clients of the Company has defaulted to pay their debts Rs. 239,900,022/-. The Company
has filed a suit on February 01, 2009 in Civil Court, Lahore for recovery from these clients. The Management is
confident that company would be able to recover the above stated debt.
30.1.3 During the year 2009-10 the Company has lodged a complaint to Securities and Exchange Commission of
Pakistan on September 10, 2009 for taking appropriate action against the Universal Equities ((Pvt.)) Limited for
dishonored cheque of Rs. 1,000,000/- tendered as part payment towards its outstanding liability by Universal
Equities ((Pvt.)) Limited by the Company and for recovery of Rs. 25.20 million till February 2010. The
Universal Equities ((Pvt.)) Limited has filed a suit for permanent injunction alleging therein that the Company be
directed not to initiate criminal proceedings against the dishonored cheque. The Learned Trail Court has declined
to issue injunctive order in this regard against the Company. The Learned Appellate Court has also turned down
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
the request of the Universal Equities ((Pvt.)) Limited to interfere in the order of the Learned Trail Court passed in
favor of the Company. Later on the civil suit filed by the Universal Equities (Pvt.) Limited was dismissed by the
court. However the company has also filed an application on June 20, 2011 for winding up the Universal Equities
(Pvt.) Limited before the honorable Lahore High Court Lahore. Which is pending before the High Court and the
company is confident of a favorable decision in the case.
30.1.4 During the year 2010-11, the JS Bank Limited demanded immediate repayment of outstanding liabilities in
relation to finance facilities availed by the Company and a Notice u/s 176 of the “Contract Act 1872” was served
to the Company by the JS Bank whereby selling of all pledged securities was threatened if the outstanding
liability was not discharged. The Company has filed a suit on February 03, 2011 before the Sindh High Court at
Karachi under the original banking jurisdiction for recovery of an aggregate amount of Rs. 318,915,192/- on
account of actual losses and accrued damages against the JS Bank Limited for charging the exorbitant interest
rate and unilaterally changing the margin requirements of the securities pledged with JS Bank Limited and
alleged sale of some of pledged securities. The Company has raised strong legal and factual objections in respect
to the threatened sale of the pledged securities and has obtained an injunctive order whereby the JS Bank Limited
has been restrained from selling the securities pledged by the Company. The mark up portion claimed by the bank
is Rs. 82.29 million. The court may also award the cost of fund together with cost of suit, if the case is decided
against the company. The legal advisors are confident of success of the case in company's favor.
30.1.5 A case was filed in the Sindh High Court on May 19, 2009 for the Recovery of Rs. 5,161,670 along further mark
up of 20 % from the date of suit till realization against loss on trading of shares from Mr. Nazimuddin Siddique
who act as agent of the Company under brokerage agency agreement. The outstanding balance is against various
clients under the agency agreement.
30.1.6 In the year 2014-15, the Company was contesting the case with Askari Bank Limited in the Honorable High
Courts of Sindh and Lahore filed on February 04, 2014, in which PLA to defend the cases has been filed by the
Company. The Company has also lodged counter claim and claim damages from Askari Bank Limited. During
the year Company entered in to a settlement agreement with Askari Bank Limited and Company disposed the
counter claim while the Bank agreed to withdraw the original case as per the settlement agreement.
30.1.7 During the year 2014-2015, Shaheen Insurance Company Limited has filed a suit against the Company, First
Capital Securities Corporation Limited, Pace (Pakistan) Limited, World Press (Pvt.) Limited, Trident Construct
(Pvt.) Limited and Media Times Limited on April 24, 2015 for the recovery of Rs. 105.78 from the Company
against reverse repo purchase transaction and insurance premium or cumulative recovery of Rs. 188.74 Million
from First Capital Securities Corporation Limited. The case is pending before the honorable court of Mr. Imran
Khan, Civil Judge Lahore. The legal counsel is confident of success of the case in company's favor.
30.1.8 During the year 2016-17, Soneri Bank Limited has filed suit against the company on May 27, 2016 for recovery
of Rs. 148,342,600/- under section 9 of the Financial Institution (Recovery of Finances) Ordinance 2001. Leave
to defend application has been filed and is pending before the honorable High Court of Sindh. During the year
Company entered in debt property swap agreement with Bank, as per settlement agreement negotiated the Bank
agrees to withdraw this case on settlement of agreed liability.
30.1.9 During the year 2016-17, JS Bank Limited has filed suit against the company on May 05, 2017 for recovery of Rs.
234,484,862/- under section 9 of the Financial Institution (Recovery of Finances) Ordinance 2001. Leave to
defend application has been filed and is pending before the honorable High Court of Sindh. The legal advisor is
confident of success of the case in company's' favor.
30.1.10During the current year, Al-Hoqani Securities has filed suit against the Company, First Capital Securities
Corporation Limited, Pace Barka Properties Limited, Mr. Azhar Ahmed Batla, Mrs. Amna Taseer and Adamjee
Assurance Company Limited on May 14, 2018 for the recovery of Rs. 76,304,380 along with markup of 10%
from March 15, 2012 to date. Plaintiff claims that they have an unsettled charge against property situated n
Clifton Karachi owned by Pace Barka Properties Limited (previously owned by First Capital Equities Limited).
As per Pace Barka Properties Limited this claim is unlawful and no such charge exists on this property. The case
is pending before the honorable High Court of Sindh. The legal counsel is confident of success of the case in
company's favor.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
30.1.11 During the year ending June 2018 a complaint was filed by Mr. David Williams Jeans before the Learned Judge,
Consumer Court, Lahore on November 11, 2017 against the Company stating therein that an amount of €
12,750/- had been transferred in 2003 to the Company for the purchase of shares of World Call Company. The
claimant sought relief of Rs. 2,200,000 and € 12,750/- against the Company. While as per the legal counselor of
the Company this will be settled against the transfer of shares and there is no likelihood of any financial loss.
Based on this legal counselor opinion management decided not to record any provision as value of provision is
not certain and material.
30.1.12The Company has entered into an arrangement with different commercial banks for modification in the terms of
their financial liabilities. The bank has frozen/waived off their accrued markup and any further markup on
certain terms and conditions. The main issue in this restructuring is that if the company failed to comply with the
terms of agreements, the concession / reliefs shall stand withdrawn. The Company is very much confident that
they will adhere to all the terms and conditions.
30.2 Commitments
Company has agreed to pay further sums, with respect to binding legal agreements for items stated below:
63
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
31 TRANSACTIONS WITH RELATED PARTIES
Transactions with related parties and associated undertakings other than remuneration and benefits to key management
personnel under the terms of their employment disclosed in note 34 are as follows:
31.1 The amounts due to / due from related parties are disclosed in respective notes to the financial statements.
32 FINANCIAL INSTRUMENTS
The Company finances its operations through equity, borrowings and management of working capital with a view to
obtain a reasonable mix between the various source of finance to minimize the risk.
The Company has exposure to the following risks from its use of financial instruments:
- Credit risk
- Liquidity risk
- Market risk
The Board of Directors has overall responsibility for the establishment and oversight of Company’s risk management
framework. The Board is also responsible for developing and monitoring the Company's risk management policies.
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party
to incur a financial loss. Concentrations of credit risk arise when a number of counterparties are engaged in similar
business activities, or have similar economic features that would cause their ability to meet contractual obligations to be
similarly affected by changes in economic, political or other conditions. Concentrations of credit risk indicate the
relative sensitivity of a company’s performance to developments affecting a particular industry. The Company manages
its credit risk by the following methods:
- Monitoring of debts on continuous basis and charging an allowance for impairment that represents its estimate of
incurred losses in respect of trade and other receivables.
- Obtaining adequate securities for all receivables / fund placements. The Risk Management Committee has
established a credit policy under which each new customer is analyzed individually for creditworthiness.
The carrying values of financial assets represents the maximum credit exposure. The maximum exposure to credit
risk at the reporting date was:
64
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
June June
2018 2017
Rupees
The credit quality of financial assets can be assessed by reference to external credit rating as follows:
June June
Short Long 2017 2016
Agency
Term Term Rupees
106,545,103 78,931,880
Concentration of credit risk exists when the changes in economic or industry factors similarly affect groups of
counterparties whose aggregate credit exposure is significant in relation to the Company's total credit exposure. The
Company's portfolio of financial instruments is mainly concentrated in trade debts where major transactions are entered
into with credit-worthy counterparties there by mitigating any significant concentrations of credit risk.
Liquidity risk is the risk that an enterprise will encounter difficulties in raising funds to meet commitments associated
with financial instruments. The Company believes that it is not exposed to any significant level of liquidity risk as only
4% of total liabilities are due within next 12 months.
The following are the contractual maturities of financial liabilities as on June 30, 2018.
65
FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
The following are the contractual maturities of financial liabilities as on June 30, 2017.
Carrying One month to Three months One year More than
Amount three months to one year to five year five years
Market risk is the risk that changes in market price, such as foreign exchange rates, interest rates and equity prices, will
effect the Company's income or the value of its holdings of financial instruments.
Foreign currency risk arises mainly where payable/receivable exist due to transactions with foreign clients. There were
no dealings with foreign clients during the year, except as disclosed in Note 30.1.10. Since the company's legal counsel is
confident that no outflow will occur, as a result it is assumed that there is no exposure to foreign currency risk.
Sensitivity analysis
A 5 % strengthening of Pak Rupees against the above currency would have decreased equity and decrease in Profit &
Loss Account by NIL (2017 : NIL). This analysis assumes that all other variables were held constant.
The sensitivity analysis prepared is not necessarily indicative of the effect on loss for the year and assets / liabilities of the
Company.
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates..
The Company's exposure to interest rate risk and the effective interest rates of its financial assets and financial liabilities
are summarized as follows:
2018 2017
Effective interest Carrying Effective interest Carrying
rate value rate value
Rupees Rupees
Bank Balances 3% to 4% 61,981,988 3% to 4% 3,941,691
Financial liabilities
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
32.3.3 Price risk
Price risk represents the risk that the fair value of a financial instrument will fluctuate because of changes in the market prices (other than
those arising from interest/mark up rate risk or currency risk), whether those changes are caused by factors specific to the individual
financial instrument or its issuer, or factors affecting all or similar financial instruments traded in the market. Company is exposed to
equity price risk since it has investments in quoted and unquoted equity securities amounting to Rs. 80,043,653/- (2017 : Rs.
146,656.496/-) at the year end.
The Company's strategy is to hold its strategic equity investments for long period of time. Thus, Company's management is not concerned
with short term price fluctuations with respect to its strategic investments provided that the underlying business, economic and
management characteristics of the investee remain favorable. Company strives to maintain above average levels of shareholders' capital
to provide a margin of safety against short term equity price volatility. Company manages price risk by monitoring exposure in quoted
equity securities and implementing the strict discipline in internal risk management and investment policies.
The carrying value of investments subject to equity price risk are, in almost all instances, based on quoted market prices as of the balance
sheet date except for, unquoted investments which are carried at cost. Market prices are subject to fluctuation and consequently the
amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation in the market
price of a security may result from perceived changes in the underlying economic characteristics of the investee, the relative price of
alternative investments and general market conditions. Furthermore, amount realized in the sale of a particular security may be affected
by the relative quantity of the security being sold.
The total number of clients of the company are 2,557 and the total holding against these clients is Rs. 969.03 million.
Sensitivity analysis
During the year, KSE 100 index has decreased by 10% and subsequent to the year end, till the authorization of these financial statements a
further decrease of 4.35% in KSE 100 index has been recorded. The selected hypothetical change does not reflect what could be
considered to be the best or worst case scenarios. Indeed, results could be worse because of the nature of equity markets and the
aforementioned concentrations existing in the Company’s equity investment portfolio.
2018
Estimated fair Estimated fair “Hypothetical
“Hypothetical
Fair value after value after increase/(decrease)
price
value hypothetical hypothetical in profit /(loss)
change”
change in prices”change in prices” before tax”
Investments
2017
Estimated fair Estimated fair “Hypothetical
“Hypothetical
Fair value after value after increase/(decrease)
price
value hypothetical hypothetical in profit /(loss)
change”
change in prices” change in prices” before tax”
The carrying values of the financial assets and financial liabilities approximate their fair values. Fair value is measured in
accordance with Note 6.21.
The table below analyses equity instruments measured at fair value at the end of the reporting period by the level in the
fair value hierarchy into which the fair value measurement is categorized:
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
2018
Level 1 Level 2 Level 3 Total
Rupees
2017
Level 1 Level 2 Level 3 Total
Rupees
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance
sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange,
dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and
regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial
assets held by the Company is the current bid price. These instruments are included in Level 1. The fair value of
financial instruments that are not traded in an active market is determined by using valuation techniques. These
valuation techniques maximize the use of observable market data where it is available and rely as little as
possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable,
the instrument is included in Level 2. If one or more of the significant inputs is not based on observable market
data, the instrument is included in Level 3.
There were no transfers between levels 1 and 2 for recurring fair value measurements during the year.
The primary objective of the Company's capital management is to maintain healthy capital ratios, strong credit
rating and optimal capital structure in order to ensure ample availability of finance for its existing operations, for
maximizing shareholder's value, for tapping potential investment opportunities and to reduce cost of capital.
The Company manages its capital structure and makes adjustment to it, in light of changes in economic
conditions. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends
paid to shareholders or issue new shares.
The Company finances its operations through equity, borrowing and management of its working capital with a
view to maintain an appropriate mix between various sources of finance to minimize risk.
There were no changes in the Company’s approach to capital management during the year and the company is
subject to externally imposed minimum equity requirement of the Securities Brokers (Licensing and
Operations) Regulations, 2016 and is required to maintain Rs. 35 million net equity. The Company's equity is
above the minimum required threshold limit.
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
2018
Assets at fair
Loans and value through Available
Total
receivables profit or loss for sale
Rupees
32.5 Financial instruments by category
2018
Liabilities at fair
value through Other financial
Total
profit or loss liabilities
Rupees
2017
Liabilities at fair
value through Other financial
Total
profit or loss liabilities
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
Corresponding figures have been rearranged and reclassified, wherever necessary for the purpose of comparison and
disclosed in relevant notes.
34.1 In addition, Chief Executive, Directors and some executives have been provided with Company maintained
cars.
34.2 No meeting fees were paid to any of the directors for attending the Board/ Audit Committee meetings (2017:
Nil).
34.3 Total number of employees are 66 as on June 30, 2018 (June 2017 : 67) and average employees during the
year were 66 (June 2017 : 66).
34.4 "Comparative figures have been restated to reflect changes in the definition of executives as per Companies
Act, 2017."
These financial statements were authorized for issue by the Board of Directors of the Company on October 04 2018.
GENERAL
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FIRST CAPITAL EQUITIES LIMITED
Option 1
Appointing other person as Proxy
___________________ __________________
Signature of Witness 1 Signature of Witness 2
Option 2
E-voting as per the Companies (E-voting) Regulations, 2016
_________________
Signature of member
(Signature should agree with the specimen signature registered with the Company)
___________________ __________________
Signature of Witness 1 Signature of Witness 2
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FIRST CAPITAL EQUITIES LIMITED Annual Report 2018
Notes
1. A member eligible to attend and vote at the meeting may appoint another member as proxy to attend and vote in
the meeting. Proxies in order to be effective must be received by the company at the Registered Office not later
than 48 hours before the time for holding the meeting.
2. In order to be valid, an instrument of proxy and the power of attorney or other authority (if any) under which it is
signed, or a notarially certified copy of such power of attorney, must be deposited at the Head Office of the
Company 2nd and 3rd Floor, Pace Shopping Mall, Fortress Stadium, Lahore Cantt. Lahore, not less than 48
hours before the time of the meeting. Pursuant to SECP Companies (E-Voting) Regulations, 2016, Members
can also exercise their right to vote through e-voting by giving their consent in writing at least 10 days before
the date of the meeting to the Company on the appointment of Execution officer by the intermediary as Proxy.
a) Individual beneficial owners of CDC entitled to attend and vote at the meeting must bring his/her participant ID
and account/sub-account number along with original CNIC or passport to authenticate his/her identity. In case
of Corporate entity, resolution of the Board of Directors/Power of attorney with specimen of nominees shall be
produced (unless provided earlier) at the time of meeting.
b) b) For appointing of proxies, the individual beneficial owners of CDC shall submit the proxy form as per above
requirement along with participant ID and account/sub-account number together with attested copy of their
CNIC or Passport. The proxy form shall be witnessed by two witnesses with their names, addresses and CNIC
numbers. The proxy shall produce his/her original CNIC or Passport at the time of meeting. In case of
Corporate entity, resolution of the Board of Directors/Power of attorney along with specimen signatures shall
be submitted (unless submitted earlier) along with the proxy form.
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