AnnualReport 2014-2015Annual Report 2014-2015 6 Rs. 29.18mn is eliminated from the expenses of last year then it is to be 8.75mn. The Total Expense of 10.82mn for FY 2014-2015 as compared

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Annual Report2014-2015

Annual Report 2014-2015

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COMPANY INFORMATION

Board of Directors CFO & Company Secretary

1. Mr. Nadeem Hussain (Chairman) 1. Syed. M. Hassan (Resigned)2. Ms. Mussarat Jabeen 2. .Mr. Riaz Ahmed (Incumbent)3. Mr. Ejaz Ali Shah4. Mr. Taher G. Sachak5. Mr. Arif Masud Mirza6. Mr. Amin Dawood Saleh7. Mr. Zafar Iqbal Sobani8. Mr. Mohammad Shoaib9. Ms. Mashmooma Zehra Majeed10. Mr. Muhammad Hanif Jakhura11. Mr. Nadeem Naqvi12. Mr. Muhammad Ali Khan (CEO)

Registered Office

Institute of Capital Markets5th Floor State Life Building No.2I. I. Chundigar RoadKarachi — 74000, PakistanTel: +92(21) 32072097

Auditor

A. F. Ferguson & Co.Chartered AccountantsState Life Building No. 1-CI. I. Chundrigar RoadKarachi – 74000, PakistanTel: +92(21) 32426682


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ContentsCOMPANY INFORMATION.......................................................................................................................... 1

Organizational Structure ................................................................................................................................ 3

Annual Report................................................................................................................................................. 4

Company Performance............................................................................................................................... 4

Financial Highlights................................................................................................................................. 4

Operational Highlights.......................................................................................................................... 10

Board of Directors .................................................................................................................................... 11

Board Meetings and Attendance.......................................................................................................... 11

Director’s Name Meetings Attended............................................................................................ 11

Board Committees.................................................................................................................................... 12

Audit & Risk Committee ....................................................................................................................... 12

Human Resource and Remuneration Committee ................................................................................ 13

Curriculum Committee ......................................................................................................................... 14

Procurement Committee...................................................................................................................... 15

Appointment of Chief Executive Officer................................................................................................... 16

Disclosure to the Number of Employees.................................................................................................. 17

Financial Statement.................................................................................................................................. 18

Corporate & Financial Reporting Framework .......................................................................................... 34

Accounting Standards............................................................................................................................... 35

Auditors .................................................................................................................................................... 37

Future Outlook ......................................................................................................................................... 37

Appreciation and Acknowledgement....................................................................................................... 38


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Organizational Structure

Board

Chief ExecutiveOfficer (CEO)

AccountsOfficer

Audit Committee

Internal AuditOffice Secretary

CFO / CompanySecretary

ProgramManager (PM)

ProgramDepartment

Business Development,Marketing and Member

Services

Support ServicesDepartment (Admin, HR

and IT)

Research andDevelopmentDepartment

Senior ProgramManager (SPM)

Manager

ProgramOfficer

Officer

Senior ProgramManager (SPM)

ProgramManager (PM)

ProgramManager (PM)

ProgramOfficer

ProgramOfficer


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Annual ReportOn behalf of the Board of Directors, we are pleased to present the 6th Annual Report of the Institute ofCapital Markets along with the Audited Financial Statements and the Auditor’s Report thereon for theyear ended June 30, 2015.

This report contains all material information required to be disclosed under the Companies Ordinance1984 relating to the affairs of the Company and its financial position.

Company Performance

Financial Highlights

ICM gained surplus of Rs 1.38mn (FY 2014-15), significantly growth in revenue compared to Rs 4.7mndeficit (FY 2013-2014). This increase mainly due to obtaining clear mandate from SECP for mandatorycertifications causes increase in revenue as well as the reduction in Miscellaneous Expenses by 72%,Entertainment Expenses by 33% and Depreciation Expenses by 33% as compared to last year.

FY 2014-15 FY 2013-14

RUPEES

REVENUE FOR THE YEAR (Excluding Revenueunder IDF Grant: FY 2013-14)

12,198,129 4,051,521

EXPENSE FOR THE YEAR (Excluding Expenditureunder IDF Grant: FY 2013-14)

10,818,045 8,747,478

SUPLUS / (DEFECIT) FOR THE YEAR 1,380,084 (4,695,957)

The Institute recorded an operational income of Rs 12.12 million for FY 2014-2015 as compared to4.05 million for the FY 2013-2014 (excluding IDF Grant). There is increase by 8.15 million (201%increase in current period Revenue as compared to previous period). Break-up of which is as follows:


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FY 2014-15 FY 2013-14RUPEES

Amortization of Deferred Income 259,890 259,890Profit on bank deposits 56,897 50,942Revenue from Training and Workshops 2,360,050 -Revenue from Candidate Fee 9,291,390 3,294,300Dividend Income 103,598 -Unrealized Gain 84,423 341,185Realized gain 41,881 105,204REVENUE FOR THE PERIOD 12,198,129 4,051,521

Performance against the previous period for the FY 2013-14 for the Institute shows reduced expenses intotality despite the payment of one bonus salary to the employees during the year. The major decline inthe expenditure for the current year is due to settlement of expenditures under IDF grant. If IDF Grant of

-

1,000,000

2,000,000

3,000,000

4,000,000

5,000,000

6,000,000

7,000,000

8,000,000

9,000,000

10,000,000

Amortisationof Deferred

Income

Profit onbank

deposits

Revenuefrom Training

andWorkshops

Revenuefrom

CandidateFee

DividendIncome

UnrealizedGain

Realized gain

FY 2014-2015 FY 2013-2014


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Rs. 29.18mn is eliminated from the expenses of last year then it is to be 8.75mn. The Total Expense of10.82mn for FY 2014-2015 as compared to 8.75mn for FY 2013-2014 showing increase in totality ofexpense by 2.07mn (i.e. 24% increase). This 24% increase is justifiable due to inflationary trend ofeconomy, increase in the volume of business, increase in salary expense by 14% and others ancillaryitems payment.

FY 2014-15 FY 2013-14

RUPEES

EXPENSE FOR THE YEAR (Excluding Expenditureunder IDF Grant: FY 2013-14) 10,818,045 8,747,478

EXPENSE FOR THE YEAR (Including Expenditureunder IDF Grant : FY 2013-14) 10,818,045 37,927,820

ACCOUNT HEAD

VERTICAL ANALYSIS HORIZONTAL ANALYSIS

2014-15 2013-14 Increase /(Decrease)

Income from Grants - 0% 29,180,342 88% 29,180,342 -100%Amortization ofDeferred Income 259,890 2% 259,890 1% - 0%

Profit on bankdeposits 56,897 0% 50,942 0% 5,955 12%

Revenue fromTraining andWorkshops

2,360,050 19% - 0% 2,360,050 NA

Revenue fromCandidate Fee 9,291,390 76% 3,294,300 10% 5,997,090 182%

Dividend Income 103,598 1% - 0% 103,598 NAUnrealized Gain 84,423 1% 341,185 1% -256,762 -75%Realized gain 41,881 0% 105,204 0% -63,323 -60%REVENUE FOR THEPERIOD 12,198,129 100% 33,231,863 100% -

21,033,734 -63%

Salaries and benefits 8,237,881 68% 7,232,309 22% 1,005,572 14%Telephone andinternet charges 56,140 0% 54,115 0% 2,025 4%

Travelling and 58,390 0% 32,250 0% 26,140 81%


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1) Salaries and Expenses has increased by approximately 14% as compared to previous year (i.e. 7.2 mto 8.2 m), change is of Rs. Value 1.0 m. This change is due to annual increment policy as approved byHR Committee, booking of provision of staff gratuity as per approved HR policy and payment ofgratuity to Mr. Syed M. Hassan (Ex-CFO) and Mr. Imran Rahim (Ex-Program Manager) who resigned

conveyance expenses

64,771 1% 59,545 0% 5,226 9%Printing andpublication expenseStationery and officesupplies 70,088 1% 10,583 0% 59,505 562%

Entertainmentexpense 45,104 0% 67,142 0% -22,038 -33%

Stamp Duty and FilingFees 55,710 0% 13,600 0% 42,110 310%

Depreciation expense 367,091 3% 545,352 2% -178,261 -33%Training andworkshops 689,952 6% - 0% 689,952 NA

Courier charges88,170 1% 27,317 0% 60,853 223%

Audit fee 183,358 2% 156,350 0% 27,008 17%Legal and ProfessionalFees 66,000 1% - 0% 66,000 NA

PCP Certification Fees 190,000 2% - 0% 190,000 NABank charges 7,250 0% 9,154 0% -1,904 -21%Expenditures underIDF Grant - 0% 29,180,342 88% -

29,180,342 -100%

Examination (NTS)Expense 366,900 3% 183,750 1% 183,150 100%

Web developmentand maintenance 95,868 1% 99,132 0% -3,264 -3%

Repair andMaintenance 116,203 1% 100,241 0% 15,962 16%

Consultancy Fee - 0% 65,000 0% -65,000 -100%Insurance

40,511 0% 39,815 0% 696 2%

MiscellaneousExpense 18,658 0% 51,823 0% -33,165 -64%

EXPENSES FOR THEPERIOD 10,818,045 89% 37,927,820 114% -

27,109,775 -71%

SURPULS / (DEFICIT) 1,380,084 11% -4,695,957 -14% 6,076,041


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from ICM.

2) Travelling and Conveyance expense has increased in the FY 2014-2015 as compared to previousyear 2013-2014 by 81% (i.e. from Rs. 32,250 to Rs. 58,390) change is of the value of Rs. 26,140.This is incurred for CEO travelling from KHI to LHR & ISB for official purpose with prior approval ofconcerned authority. This is routine business expense and has no major impact in term of value.

3) Stationary and Office supplies has increased by Rs. 59,505 (from 10,583 to 70,088). The change interm of percentage is greater but in term of money value is in tolerable limit and not material inamount. This increase is due to increase of staff strength and increase in volume of business.

4) Stamp Duty has increased by Rs. 42,110 (from Rs. 13,600 to Rs. 55,710). This change is because ofpayment to SECP against filing fees and payment for license renewal fees u/s 42 for ICM.

5) This is first time management of ICM organized training and work shop programme. This Expenseswas not incurred in the FY 2013-2014 accordingly no revenue could be generated in that same period.To generate the revenue of 2.4 m, management has to incur 0.69 m marginal cost.

6) Courier Charges has increased by Rs. 60,853 from Rs. 27,317 (FY 2013-2014) to Rs. 88,170 (FY 2014-2015). This increase is in line with the increase in volume of business. Management has engaged toissue circular copy of new mandatory regulation to KSE, ISE, LSE registered company and others.

7) Audit Fees has slightly increased by 17% in FY 2014-2015 as compared to previous FY 2013-2014(i.e. from Rs. 156,350 to 183,358). This increase is because of an invoice paid in current period thatwere not accrued in previous period. This invoice bearing no. C No. 000221 was overlooked by ServiceProvider and it pertain to the Audit of half year ended December 31, 2013. Moreover, Audit Fees hasbeen normally proposed and accordingly accrued but it normally changed when it is invoiced due tounpredictable amount of out of pocket cost and Sindh Revenue Tax.

8) Examination and NTS Fees has increased by 100% and the change is Rs. 183,150 (from Rs. 183,750to Rs. Rs. 366,900). This increase is due to increase in volume of business and increasing in registrationof students and number of examination held.

9) Account Head of Consultancy Fees has been reclassified in this year. It pertains to the payment toAkhtar& Co. who engaged to provide legal and taxation services. In last year, it was reported underthe head of consultancy expense but this year it is reported by opening a new account head i.e. legaland professional charges. This change of account head is proposed by auditor.


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Current Ratio 16.07 5.28Liquid Assets Ratio 13.35 5.08Return On Total Assets 17% -77%Return On Equity 22% -96%Profit Margin 11% -14%Working Capital 7,251,376 4,536,167Earnings Per Share 138.00 (469.60)Total Assets Turnover 1.54 5.42Fixed Assets Turnover 73.95 62.46Debt To Equity Ratio 0.26 0.25

1) Current Ratio has drastically increased from 5.28:1 to 16.07:1. This increase in ratio is slightly due toincrease of Current Assets and greatly due to tremendous decreasing of Current Liability (i.e. from 1.1 min FY 2013-2014 to 0.48 m in FY 2014-2015, almost 55% declining trend). The major decrease in currentliability is by settlement of Deferred Income and payment back to World Bank in respect of unutilizedamount of grant.

2) The improved change in Liquid Assets Ratio is likely same as change in Current Ratio. For the purposeof calculation of this ratio, Cash and Investment in Mutual Funds have been taken into account for liquidassets and it is against current liability (current liability is same as for taken in Current Ratio).

3) Total Assets has no vital role to generate revenue of ICM. The revenue of ICM solely depending uponregulating mandate and its human resource team to execute the business operations of ICM. Most ofthe Assets has comprises of Cash and Investment balances. Fixed Assets has nominal in term of value asmost of the Asset in no face of the financial as provided by parent organization. Therefore, theutilization impact of Total Assets Turnover is not significant here for consideration.

4) 0.26:1 debt to equity ratio implies low gearing and unleveraged of organization. ICM has muchcushion for debt financing due to positive equity balance if so required.

While going through this aforesaid comparison, ICM has generated surplus over its expenditures as wellas expenditures has also curtailed down as compared to previous period. The surplus percentage is 11%of its total revenue. This growth is charming for stakeholders and survival is certain. Business Operationduring the period is successful and financial condition is too improved. With Rs.4.9mn of equity wasavailable as on July 01, 2014 with the Institute, the ICM has increased its equity up to 6.23mn bygenerating the profit of Rs. 1.38mn for the year 2014-2015.


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Operational Highlights

Number of Enrolments, Examination Registrations and Memberships

For the period of July 2014 June 2015

S.No.

COURSE NAME NO.

1 Stock Broker Certification (SBC)Examination Registration 6New Membership 2Membership Renewals 14Membership Renewals (Grandfathering) 216Sub-Total 238

2 Mutual Fund Distributers Certification (MFC)Examination Registrations 79New Memberships 14Membership Renewals 130Sub-Total 223

3 New EnrolmentsCandidate Registrations 245New Grandfathering 26Sub-Total 271

4 Fundamental of Capital MarketsExamination Registrations 191Study Guide 40Sub-Total 231

5 Pakistan Markets and RegulationsExamination Registrations 185Sub-Total 185

6 Financial Advisors CertificationExamination Registrations 6Sub-Total 6

TOTAL 1,154


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Board of Directors

Since July 2014, the Board comprises of one executive director, six non-independent directors andfive independent directors. The Board has the collective responsibility for ensuring that the affairs ofICM are managed competently and with integrity.An independent Director, Mr. Nadeem Hussain, chairs the Board and the Chief Executive Officer isMr. Muhammad Ali Khan.

Board Meetings and Attendance

In 2014-15, the Board of Directors held 9 meetings to cover its complete cycle of activities. Theattendance record of the Directors is as follows;

Director’s Name Meetings Attended

Mr. Nadeem Hussain Attended 9 meetings out of 9 meetingsMs. Mussarat Jabeen* Attended 3 meetings out of 5 meetingsMr. Ejaz Ali Shah Attended 7 meetings out of 9 meetingsMr. Taher G. Sahak Attended 6 meetings out of 9 meetingsMr. Arif Masud Mirza Attended 1 meeting out of 9 meetingsMr. Amin D. Saleh Attended 7 meetings out of 9 meetingsMr. Zafar Iqbal Sobani Attended 5 meetings out of 9 meetingsMr. Muhammad Shoaib Attended 4 meetings out of 9 meetingsMs. Mashmooma Zehra Majeed Attended 8 meetings out of 9 meetingsMr. Muhammad Hanif Jakhura Attended 4 meetings out of 9 meetingsMr. Nadeem Naqvi Attended 5 meetings out of 9 meetingsMr. Akif Saeed* Attended 2 meetings out of 4 meetings

* Mr. Akif Saeed resigned from Board and Ms. Mussarat Jabeen has joined in his replacement.


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Board Committees

The Board has established three committees.

Audit & Risk Committee

The committee meets at least once every quarter and assists the Board in fulfilling itsoversight responsibilities, primarily in reviewing and reporting financial and non-financialinformation to shareholders.The Chief Financial Officer regularly attends the Audit Committee meetings by invitation topresent the accounts. After each meeting, the Chairman of the Committee reports to theBoard. The Committee met four times during the year.

Members Meetings Attended

Mr. Muhammad Hanif Jakhura Attended3meetings out of 4 meetingsMr. Zafar Iqbal Sobani(Chairman) Attended 4meetings out of 4 meetingsMr. Arif Masud Mirza Attended2meetings out of 4meetingsMr. Akif Saeed*** Attended1 meeting out of 2meetings

Secretary of the Committee

Shahid Naseer (SPM)

*** Mr. Akif Saeed resigned from the board and committee and Ms. Mussarat Jabeen hasjoined in his replacement. However, no meeting of this committee was held under thechairmanship of Ms. Mussarat Jabeen as she joined near to end of FY 2014-15.


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Human Resource and Remuneration Committee

The committee overlooks the remuneration scale, employee performance and employeegrievance related issues. Assessing the basic requirement for the staff, the Committee hasintroduced the Health Insurance, Life Insurance and Voluntary Pension Scheme during theyear.

Members Meetings Attended

Mr. Nadeem Hussain (Chairman) Attended 4 meetings out of 4 meetingsMr. Taher G. Sachak (Director) Attended 2 meetings out of 4 meetingsMr. Nadeem Naqvi (Director) Attended 2 meetings out of 4 meetingsMr. M. Ali Khan (CEO/Director) Attended 3 meetings out of 3 meetings

Secretary of the Committee

Imran Rahim (PM)****

**** Mr. Imran Rahim has resigned but presently Mr. Shahid Naseer is serving asSecretary of the Committee.


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Curriculum Committee

The scope of the committee is to:

1. Review and recommend for approval of new certification programs to the Board;2. Review and recommend the course material and question bank to the Board;3. Review and recommend fee structure for the various ICM programs to the Board for

approval4. Review and select the consultant as per guidelines and requirement of World Bank

under IDF Grant

Members Secretary of the Committee

Mohammad Shoaib (Chairman) Imran Rahim (PM)*Mashmooma Zehra Majeed (Director)Nadeem Naqvi (Director)Muhammad Ali (CEO / Director)Zafar Iqbal Sobani (Director)Amin D. Saleh (Director)Ejaz Ali Shah (Director)

Meetings Attended

No meeting of the curriculum committee has been held for the FY 2014-2015.

* Mr. Imran Rahim has resigned but presently Mr. Shahid Naseer is serving as Secretaryof the Committee.


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Procurement Committee

The scope of this committee

The scope of the Procurement Committee (the “Committee”) is to identify, assess,monitor and manage Procurement and review the Policy for Board approval. TheCommittee is to oversee, report and make recommendations to the Board in respect ofprocurement functions as details in the policy and need of the Institute of Capital Markets(ICM).

Members Secretary of the Committee

Mr. Amin Saleh Dawood (Chairman) Mr. Shahid Naseer(SPM)Mr. Nadeem Naqvi (Director)Mr. Muhammad Ali Khan (CEO / Director)

Meetings Attended

No meeting of the Procurement Committee has been held for the FY 2014-2015 as thiscommittee is recently established by board of directors.


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Appointment of Chief Executive Officer

Mr. Muhammad Ali Khan was appointed as Chief Executive Officer of the Company, for a termof three years, with effect from July 09, 2014. The Board evaluated candidates for the positionof Chief Executive on the basis of fit and proper criteria as well as the guidelines specified bythe SECP. The Board shortlisted three candidates and recommended to SECP. After gettingapproval from SECP, Mr. Muhammad Ali Khan has been appointed as CEO of the ICM since 09July, 2014.


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Disclosure to the Number of Employees

Disclosure to the number of employees' as required in clause 2D of the part-III of the fifthschedule to the Ordinance, the information produced here under for the FY 2014-15:

"Total Number of Employee working at ICM as at June 30, 2015 = 7 Nos."

*"Average Number of Employee working at ICM as at June 30, 2015 = 5.5 Nos."

* Basis of Average of Employees

Average No. of Employees = (Opening + Ending) / 2

1- Employees working at ICM as at July 01, 2014 (Opening) = 4 Nos.2- Employees working at ICM as at June 30, 2015 (Ending) = 7 Nos.


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Financial Statement


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Corporate & Financial Reporting Framework

The Board is fully aware of its corporate responsibilities as included in the Code ofCorporate Governance, prescribed by the Securities and Exchange Commission of Pakistanand is pleased to certify that:

1. The financial statements, prepared by the management of the company, present fairly itsstate of affairs, the result of its operations, cash flows and changes in equity.

2. Proper books of accounts of the company have been maintained.

3. Appropriate accounting policies have been consistently applied in preparation of thefinancial statements. Accounting estimates are based on reasonable prudent judgment.

4. International Accounting Standards, as applicable in Pakistan, have been followed inpreparation of the financial statements and any departures there from have beenadequately disclosed.

5. The system of internal control is sound in design and has been effectively implemented andmonitored.

6. There are no significant doubts upon the company’s ability to continue as a going concern.

7. There is no material departure from the best practices of corporate governance.


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Accounting Standards

The accounting policies of the Company fully reflect the requirements of the CompaniesOrdinance 1984 and such approved International Accounting Standards and InternationalFinancial Reporting Standards as have been notified under this Ordinance as well asthrough directives issued by the Securities and Exchange Commission of Pakistan.

Payment on account of taxes, duties & levies

An amount of Rs. 3,600/- is outstanding on account of withholding tax as at June 30, 2015.Outstanding amount in respect of withholding tax was paid subsequent to the year end.

Pattern of Shareholding (as of June 30, 2015)

Name of Institution Contribution in Paid-up Capital (Rs. In

Million)

PercentageShareholding

No. ofShares

Securities & Exchange Commission ofPakistan 28 73.68% 5,600

(5600 shares in Institution’s name)

Karachi Stock Exchange 1 2.63% 200

(199 shares in Institution’s name and 1 share in the name of Nominee Director)

Lahore Stock Exchange 1 2.63% 200


Islamabad Stock Exchange 1 2.63% 200


Pakistan Mercantile Exchange Ltd 1 2.63% 200


Mutual Fund Association of Pakistan 1 2.63% 200


Central Depository Company 2 5.26% 400


National Clearing Company ofPakistan Ltd

1 2.63% 200



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CFA Association of Pakistan 1 2.63% 200


Institute of Cost and ManagementAccountants of Pakistan

1 2.63% 200


Total 38 100% 7600


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Auditors

The present auditors, Messrs A. F. Ferguson & Co. have retired, and being eligible, haveoffered themselves for re-appointment. The external auditors have been givensatisfactory rating under the Quality Control Review of the ICAP. They have confirmedthat their firm is in compliance with clause XXVII of the Code as promulgated by the SECPand International Federation of Accountants (IFAC) guidelines on Code of Ethics asadopted by the Institute of Chartered Accountants of Pakistan. The external auditorshave not been appointed to provide any other services which may impair theirindependence and they have confirmed that they have observed IFAC guidelines in thisrespect.

Future Outlook

With a lot of new courses being recently developed to further strengthen the revenuestream for the Institute and create more awareness in terms of its presence, there is abright future prospect for the Institute of Capital Markets. However, the same is alsodependent on the support from its shareholders, regulatory institutions and marketparticipants.


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Appreciation and Acknowledgement

At this time, we would like to appreciate the efforts of the Securities and ExchangeCommission of Pakistan, Central Depository Company, all the three Stock Exchanges, MutualFunds Association of Pakistan, Pakistan Mercantile Exchange, Institute of Cost andManagement of Pakistan, National Clearing Company of Pakistan Limited and CFAAssociation of Pakistan for strengthening the Institute by improving regulatory, policy andgovernance framework.

We would like to take this opportunity to also thank on behalf of the Board andManagement of the Institute of Capital Markets, the candidates and the shareholders forentrusting their confidence in us and assure them that we remain committed to maintaininghigh service standards and a strong culture of good corporate governance and compliancein all our endeavors. We would also like to express our sincere gratitude to the employeesof the Institute for their dedication and hard work.

For and on behalf of the Board

SD

Muhammad Ali Khan

SD

Nadeem Hussain

Documents

AnnualReport 2014-2015Annual Report 2014-2015 6 Rs. 29.18mn is eliminated from the expenses of last year then it is to be 8.75mn. The Total Expense of 10.82mn for FY 2014-2015 as compared