Allowing resident Pakistani companies to invest abroad: SBP governor explains position
MUSHTAQ GHUMMAN
ISLAMABAD (January 28 2009): Governor State Bank of Pakistan (SBP) Saleem Raza on Tuesday failed to satisfy the Economic Co-ordination Committee (ECC) of the cabinet regarding selection of resident Pakistani companies being allowed for investment outside Pakistan, well-informed sources told Business Recorder.
When a summary of the SBP on equity based investment by the private companies in fourth quarter of 2008-09 came under discussion , some of the ECC members reportedly termed the approved cases as ' flight of capital', sources said. SBP has allowed eight private sector companies for equity based investment abroad in fourth quarter of 2008-09 in accordance with approved policy of the federal government.
The sources said, SBP granted the permission to M/s Zafa Pharmaceutical Laboratories (Pvt) Limited (ZPL), M/s Jaffer Brothers (Pvt) Limited, M/s Fauji Foundation, M/s Azgard Nine Limited, M/s Wavetech (Pvt) Limited, M/s BP Pakistan Exploration and Production Inc, M/s Roche Pakistan Limited and M/s Deutsche Bank AG, Pakistan. The total amount remitted to the companies was $48,595,939.
According to the details obtained by Business Recorder, M/s ZPL was earlier allowed to undertake investment in M/s Balsam Pharmaceutical Laboratories Co Limited, Sudan (BPL) in June 2004 and August 2005. Under these permissions, ZPL acquired equity stake to the tune of 55 per cent in BPL against remittances of $1 million and $454,525 respectively.
Resultantly, ZPL holds 77 per cent shares in BPL. M/s ZPL approached SBP seeking approval to remit Euro 318,104 (approximately $502,649) or equivalent in UAE Dirhams on account of equity based investment in M/s Balsam Pharmaceutical Laboratories Co Limited, Sudan. ZPL had stated that at the time of acquisition, financial institutions in Sudan had assured them to provide financial facilities/ assistance for capital expenditure and working capital needs once the company is in operations.
Initially the banks provided them facilities on very higher rates (up to a maximum 48 per cent per annum) and then later on they turned down most of their request due to the fact that the policies of the Central Bank of Sudan were not consistent and frequent changes were continuously being introduced in prudential regulations whereby financial facilities to foreign companies holding majority shares was discouraged/denied.
ZPL had also stated that since they have acquired the company, $1.4 million have been invested and according to a valuation of land and building carried out in June 2006, the value of land and building is approximately $2.4 million. The valuation of plant and machinery carried out by Tadamon Real Estate Company was approximately $6 million.
As reported by ZPL, the prime objective of ZPL is to bring the name of Pakistan in the Sudan, at the top of all the countries in the pharmaceutical and health care related products. The secondary objective is to promote exports of Pakistan origin pharmaceutical and health care related products. ZPL's exports for the year, 2007 were $600,000- approximately amongst which 26 per cent ($156,000) were exported to Sudan.
In current year, ZPL foresees an increase of 40 per cent over the last year's exports and ZPL's yearly exports to Sudan will go up to $350,000. Keeping in view the above and to provide financial resources to save the already made investment and seeing potential growth in exports, M/s ZAFA Pharmaceutical was allowed to remit Euro 318,104 to Sudan to acquire additional 17.5 per cent shares in M/s. Balsam Pharmaceutical Laboratories Co Ltd Sudan.
The sources said, M/s Jaffar Brothers (Pvt) Limited had approached SBP seeking its approval to allow them to remit $650,000 as set up cost to establish their branch office in Tokyo, Japan.
The principal activity of the M/s Jaffar Brothers (Pvt) Limited (JBL) is trading, indenting and performing services in the areas of information technology projects and heavy machinery, fertilisers, agriculture and household hygiene and decorative. The goods and services provided by JBL have led to improve productivity in the agro sector, information management field, transportation, telecommunication, power generation and transmission projects.
JBL intended to expand its business activities related to Japan's Overseas Development Assistance (ODA) by opening its branch office in Tokyo, Japan. This initiation not only allows JBL to expand its base to foreign countries, but will also bring recognition in many countries of a Pakistani organisation executing project aimed for poverty alleviation through Japanese Grant Aid Projects. JBL, through the co-operation of its Japanese partners, has successfully taken on numerous ODA projects in Pakistan as their local agent.
In the past, Japanese authorities restricted the participation in its tenders to companies based in Japan and the origin of the goods to be supplies were also tied to Japan. However, in recent years in order to enhance the competition in the tenders the rules have been relaxed allowing organisations having their parent company in a foreign country and a local representative office in Japan to participate in its tenders.
To facilitate JBL to participate in tenders, they were allowed to remit $650,000 by SBP to Japan to set up a branch office in Tokyo. The sources said, Fauji Foundation (FF) has commenced constructing a 175 MW gas based electrical power complex at Dharki, Sindh.
The said project is being implemented through Foundation Power Company (Dharki) Limited (FPCDL), a Pakistani company pursuant to and in accordance with the requirements of the Power Generation Policy-2002. The Dharki project has been licenced by Nepra, which has also provided a tariff determination approving the financial structure under the Nepra legal regime.
The tariff determination requires the project sponsors to invest at least 25 per cent of project cost (estimated at approximately $200 million) by way of equity ie $50 million to be invested by project sponsors. Fauji Foundation has agreed to jointly invest in the Dharki project with the ADB such that 80 per cent of equity investment will be made by FF and the remaining 20 per cent equity investment will be made by ADB. ADB's participation and the transaction structure have been approved by the Economic Affairs Division (EAD.
Fauji Foundation and ADB intended to route their equity investment for the Dharki project through an offshore company (Special Purpose Vehicle), which in turn, will hold 100 per cent of the shares of FPDCL. The equity structure of the offshore company will be as Fauji Foundation, up to $12.00 million and ADB up to $2.75 million.
M/s Fauji Foundation (FE) had approached SBP seeking approval to allow them to remit US $12 million to set up an offshore company in British Virgin Island. This equity investment in an offshore company will be invested back in FPDCL. The proposal of Fauji Foundation was approved by ECC in its meeting held on April 22, 2008.
According to sources, M/s Azgard Nine Limited (ANL) had approached SBP seeking approval to allow them to remit Euro 23.758 million to (approximately equiv. $34.421 million) set up a 'Special Purpose Vehicle/ holding company namely Farital AB, Slagthuset, Carlagatan 12 A, 211 2- Malmo to be incorporated in Sweden. Farital AB will acquire 100 per cent stake of Montebello New Company (target company), a company incorporated under the laws of Italy with their offices located in Verona, Italy.
The information provided by ANL reveals that the company is business adventure of the Bonazzi Group founded in 1956. In early 60's, the group entered into textile industry and focused on nylon clothes dyeing and finishing activities. The group started denim production within Montebello S.r.l. in 1973.
As per ANL, the target company is a specialist in the global denim space supplying different types of special denim such as dobby deni, over dyed denim, blumako and stretch denim. The target company has a global distribution network through own sales force and brand with 85 per cent of the sales are in the PAN European market.
The rationale given by ANL to incorporate a company in Sweden is the liberal tax policies of Sweden for foreign controlled companies. The Swedish tax laws offer complete exemption from tax on dividends, capital gains, withholding deductions from remittances on account of dividends, royalties etc. The proposal was approved by ECC in its meeting held on April 22, 2008. The sources said M/s Wavetech (Pvt) Limited had approached SBP seeking approval to allow them to remit $46,800 as set up cost to establish their branch office in China.
Giving rationale for opening of branch office in China, Wavetech (Pvt) Limited (WPL) had stated that with respect to latest technology and timely delivery. It is subcontracting most of its display and queue management system hardware in China. As the business is increasing, this set up required more follow up and quality assurance. Therefore, they need to open their branch office in China to make sure the hardware manufactured by the subcontractor are according to their standard and the quality control according to their need.
The mandate of branch office includes (i) quality assurance (ii) timely delivery (iii) research for new subcontractor and (iv) help in bringing new business. The SBP allowed the company to remit $46,800 to China to set up their branch office.
BP Pakistan Exploration & Production Inc, (BP Pakistan) was allowed to remit GBP 228,069.00 (+/5%) approximately $453,016 from FE 25 account for participation in share option plan ie Employees Share Match Scheme -2008 on behalf of their 507 employees. Roche Pakistan Limited was allowed to remit Rs 30,349,926 (approximately $451,044) for the period from June, 2008 to May, 2009 on behalf of its employees to Roche Holding AG under "Roche Connect" Plan viz. Global Share Purchase Scheme.
Deutsche Bank AG (DB) was allowed to remit Rs 4,789,761 (approximately $71,430/-) on account of shares allocated to the eligible employees under the Deutsche Bank AG's Global Share Plan-2006. Consequently, SBP allowed a total remittance approximately equivalent to $975,490 under above plans. However, actual remittances will be made in future as and when options are exercised by employees.