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| M G C L |
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| Mari
Gas Company Limited |
|
| Annual
Report 1996 |
|
|
|
| contents |
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|
|
|
|
Page |
|
| Board of Directors |
|
|
1 |
|
| Company Information |
|
|
2 |
|
| Notice of Meeting |
|
|
3 |
|
| Financial Highlights |
|
4 |
|
| Chairman's Review |
|
|
5 |
|
| Report of the Directors |
|
7 |
|
| Auditors' Report |
|
|
9 |
|
| Balance Sheet |
|
|
10 |
|
| Profit and Loss Account |
|
12 |
|
| Cash Flow Statement |
|
|
13 |
|
| Notes to the Accounts |
|
14 |
|
| Pattern
of Shareholding |
|
29 |
|
| Ten Years at a Glance |
|
32 |
|
|
| Board
of Directors |
|
|
| Chairman |
|
|
| Lt.
Gen M. Arif Bangash (Retd) |
|
| Managing
Director |
|
| Fauji
Foundation |
|
|
| Chief
Executive |
|
| Lt.
Gen Ghulam Muhammad Malik (Retd) |
|
| Managing
Director |
|
| Mari
Gas Company Limited |
|
|
| Director |
|
| Iltifat
Rasul Khan |
|
| Director
Finance |
|
| Fauji
Foundation |
|
|
| Director |
|
|
| Brig.
Mushtaq Ali Khan (Retd) |
|
|
| Director
P&D |
|
|
| Fauji
Foundation |
|
|
|
|
|
| Director |
|
|
| Brig.
Riaz Ahmed Qureshi (Retd) |
|
| Director
Industries |
|
| Fauji
Foundation |
|
|
|
|
| Director |
|
|
| Brig.
Sayyed Ifzal Hussain (Retd) |
|
| Director
Sugar |
|
| Fauji
Foundation |
|
|
|
|
| Director |
|
|
| Munir
Ahmed |
|
| Director
General Gas |
|
| Government
of Pakistan |
|
|
|
|
| Director |
|
|
| Shahid
Ahmad |
|
| Director
General (PC) |
|
| Government
of Pakistan |
|
|
|
|
| Director |
|
|
| Abdus
Sattar |
|
| Financial
Advisor P&NR |
|
| Government
of Pakistan |
|
|
|
|
| Director |
|
|
| Shahid
Akbar |
|
|
| Chairman |
|
|
| OGDC |
|
|
|
|
| Director |
|
|
|
| Muhammad
Jehangir Bashar |
|
| Joint
Secretary (Der) |
|
| Government
of Pakistan |
|
|
|
|
| Director |
|
| Khalid
Rahim |
|
| GM
Production |
|
| OGDC |
|
|
| Director |
|
| Abdul
Rahman |
|
|
| General
Manager |
|
|
| Mari
Gas Company Limited |
|
|
|
|
| Director |
|
|
|
| Abdul
Waheed |
|
|
| Businessman |
|
|
|
|
|
|
|
|
| Company
Secretary |
|
|
|
| Khurram
Khan |
|
|
|
| Marl
Gas Company Limited |
|
|
|
|
|
|
|
| Company Information |
|
|
|
|
|
|
| Legal
Advisors |
|
|
| Orr
Digham & Company |
|
|
| Khan
& Piracha |
|
|
|
|
| Auditors |
|
| A.
E Ferguson & Company |
|
| Chartered
Accountants |
|
|
|
| Bankers |
|
| Habib
Bank Limited |
|
| United
Bank Limited |
|
| Bank
of America |
|
| Citibank,
N. A. |
|
| Allied
Bank of Pakistan Limited |
|
| Muslim
Commercial Bank Limited |
|
|
|
| Registered
Office |
|
| 21
Mauve Area, |
|
| 3rd Road, |
|
| Sector
G-10/4, |
|
| Islamabad. |
|
|
| Notice
of Annual General Meeting |
|
|
| Notice
is hereby given that the twelfth Annual General Meeting of the Shareholders
of Marl Gas Company |
|
| Limited
will be held on Sunday, December 29, 1996 at 10:00 a.m. at 21 Mauve Area, 3rd
Road, Sector |
|
| G-10/4,
Islamabad to transact the following business: |
|
|
| A)
Ordinary Business |
|
| 1.
To receive, consider and adopt the Audited Accounts of the Company for the
year ended June |
|
| 30, 1996, together with the Auditors' and
Directors' Reports thereon. |
|
|
|
| 2.
To appoint Auditors for the year 1996-97 and to fix their remuneration. |
|
|
|
|
| B)
Special Business |
|
| 3.
To approve the remuneration payable to the full time working director. |
|
|
|
|
| A
statement under Section 160 of the Companies Ordinance, 1984 containing the
Resolution |
|
| referred
to in item (3) of the Notice which will be considered for adoption at the
Meeting is |
|
| annexed
to this Notice of Meeting being sent to the Members. |
|
|
| By
order of the Board |
|
| KHURRAM
KHAN |
|
| Company
Secretary |
|
|
|
|
| Islamabad
December 05, 1996 |
|
|
|
| NOTES: |
|
| 1.
The Share Transfer Books of the Company will remain closed from December 19,
1996 to December |
|
| 29, 1996 (both days inclusive). |
|
|
| 2.
A member entitled to attend and vote at the Meeting is entitled to appoint a
proxy. The instrument |
|
| of proxy duly executed in accordance with
the Articles of Association of the Company must be |
|
| deposited at the Registered Office of the
Company at Islamabad, at least 48 hours before the time |
|
| of holding the Meeting. |
|
|
| 3.
Shareholders are requested to promptly notify the Company of any change in
their address. |
|
|
|
| STATEMENT
UNDER SECTION 160 OF THE COMPANIES ORDINANCE, 1984 |
|
| This
statement sets out the material facts concerning the special business to be
transacted at the Twelfth |
|
| Annual
General Meeting of Marl Gas Company Limited to be held on December 29, 1996. |
|
|
| Approval
of the Shareholders will be sought for the remuneration payable to the full
time working Director. |
|
| For
this purpose it is intended to propose that the following resolution be
passed as an Ordinary Resolution. |
|
| The
full time working Director Mr. Abdul Rahman is interested in tiffs business
to the extent of Iris |
|
| remuneration. |
|
|
| "RESOLVED
THAT the Company hereby authorizes the holding of offices of profit and
payment as |
|
| remuneration
to full time working Director Mr. Abdul Rahman, not exceeding in the
aggregate Rupees |
|
| Nine
Hundred Thirty Three Thousand per annum, exclusive of perquisites to which he
is entitled in |
|
| accordance
with the terms and conditions of service with the Company and as approved by
the Board of |
|
| Directors
for the year ended June 30, 1996 and for the remainder of his term
remuneration per annum |
|
| not
exceeding the said amount. |
|
|
| Financial
Highlights |
|
Twelve |
Six Months |
|
|
months |
Ended |
|
|
|
Ended June |
Jun-30 |
|
|
1996 |
1995 |
|
|
|
| Revenue |
|
RS. Million |
3,909.77 |
1,936.40 |
|
|
|
|
| Government
Levies |
|
RS. Million |
3,544.23 |
1,727.77 |
|
|
|
|
| Profit
before tax |
|
RS. Million |
87.92 |
67.34 |
|
|
|
|
| Profit
after tax |
|
RS. Million |
7,509 |
57.43 |
|
|
|
|
| Dividend
per share |
|
RS. |
|
225 |
0.75 |
|
|
|
|
| Tangible
Fixed Assets (Gross) |
|
RS. Million |
1,416.78 |
1,353.70 |
|
|
|
|
| Number
of shares issued & subscribed |
Million |
|
21.00 |
21.00 |
|
|
|
|
| Chairman's
Review |
|
|
|
| On
behalf of the Board of Directors of Marl Gas Company Limited, I have great
pleasure in welcoming |
|
| you
to the Twelfth Annual General Meeting of the Company and presenting to you
the Annual Report |
|
| and
audited accounts of the Company for the year ended June 30, 1996. |
|
|
| Operations |
|
| The
Company continued uninterrupted gas supply throughout the year under review
to all its customers |
|
| namely,
Fauji Fertilizer Company Ltd, Engro Chemical Pakistan Ltd, Pak Saudi
Fertilizers Company Ltd, |
|
| and
Water and Power Development Authority (WAPDA). The cumulative gas produced
during the year |
|
| ended
June 30, 1996 was 133,167.650 million standard cubic feet (MMSCF) as against
138,838.084 |
|
| (MMSCF)
during the corresponding period of 1994-95. The daily average gas production
for the year was |
|
| 364.039
MMSCF as compared to 380.602 MMSCF last year. |
|
|
|
| The
gas allocation to fertilizer companies for producing fertilizer and to WAPDA
for power generation |
|
| remained
the same during the year at 336 MSCFD and 66 MSCFD respectively. |
|
|
| Regular
maintenance of field infrastructure and equipment was carried out and
reservoir monitoring was |
|
| conducted
through out the year for preventing any breakdowns and controlling water
coning problems in |
|
| wells. |
|
|
|
| Future
Growth and Challenges |
|
| The
Company is successfully following its plan to drill a deep well ( 12,200
feet).to explore for hydrocarbons |
|
| in
the deeper horizons. All the related arrangements have been completed and the
drilling will Inshallah |
|
| commence
by the end of December 1996. |
|
|
| Studies
on reservoir and compression have been completed. The findings and
conclusions of these studies |
|
| are
being evaluated for installation of compression facility at the appropriate
moment. |
|
|
|
| Welfare
Activities |
|
| The
Company continues to maintain its regular welfare activities for the local
community in the vicinity |
|
| of
Marl Gas Field. |
|
|
| Human
Resources |
|
| Relations
between the Management and the workers continued to be cordial and are
expected to remain |
|
| so
in the future. |
|
|
| Acknowledgment |
|
| On
behalf of the Board of Directors, I would like to express our appreciation
for the efforts and dedication |
|
| of
all officers and staff of the Company which enabled the Management to run the
Company efficiently |
|
| during
the year. I also wish to express my appreciation for continued assistance and
cooperation received |
|
| from
the local administration at Daharki, various departments of the Federal
Government particularly the |
|
| Ministry
of Petroleum and Natural Resources and the Ministry of Finance in respect of
matters relating |
|
| to
Company's operation and cooperation extended by Fauji Foundation and Oil and
Gas Development |
|
| Corporation. |
|
|
| For
and on behalf of the Board |
|
|
| Lt.
Gen M. Arif Bangash (Retd) |
|
| Chairman |
|
|
| Report
of the Directors |
|
|
| Your
Directors take pleasure in presenting their report together with the audited
accounts of the Company |
|
| and
the Auditor's Report thereon for the year ended June 30, 1996. |
|
|
| The
Chairman's review highlighting the significant activities of the Company
during twelve months period, |
|
| is
an integral part of the Directors Report and the Board of Directors fully
endorse its contents. |
|
|
| The
profit and appropriations for the year are as follows: |
|
|
|
|
RS. '000 |
|
| PROFIT |
|
|
| -
Profit for the year under review after taxation |
|
75,094 |
|
| -
Unappropriated profit brought forward |
|
273,945 |
|
|
|
|
---------- |
|
|
|
|
299,039 |
|
|
|
|
|
| APPROPRIATION |
|
|
|
|
| -Interim
Dividend @ 7.5% per share declared in October 1995 |
|
15,750 |
|
| -
Second Interim Dividend @ 15% per share declared in June 1996 |
|
31,500 |
|
|
|
|
---------- |
|
| -Total
Dividend for the year |
|
47,250 |
|
| -Transferred
to Undistributed Percentage Return Reserve |
|
4,954 |
|
|
|
|
---------- |
|
|
|
|
52,204 |
|
|
|
|
|
|
|
|
|
---------- |
|
| -Unappropriated
profit carried forward |
|
246,835 |
|
|
|
|
========== |
|
|
| The
Directors have decided to retain RS. 4,954 thousands, representing the
balance of percentage return |
|
| relating to the year ended June 30, 1996. |
Therefore, the aforesaid
amount is being transferred to |
|
| Undistributed
Percentage Return Reserve. |
|
|
| DIRECTORS |
|
| During
the period under review Lt. Gen. Imtiaz Waraich (Retd) and Lt. Gen. Hamid
Niaz (Retd), |
|
| representing
the interest of Fauji Foundation, resigned from the Company's Board of
Directors. These |
|
| vacancies
were filled by Lt. Gen. M. Arif Bangash (Retd) and Lt. Gen. Ghulam Muhammad
Malik (Retd) |
|
| respectively
as nominees of Fauji Foundation. I wish to record the Board's appreciation
for valuable |
|
| contributions
and services rendered by Lt. Gen. Imtiaz Waraich (Retd) and Lt. Gen. Hamid
Niaz (Retd) |
|
| during
their tenure as Chairman and Chief Executive of the Company and extend warm
welcome to |
|
| Lt.
Gen. M. Arif Bangash (Retd) and Lt. Gen. Ghulam Muhammad Malik (Retd). |
|
|
|
| AUDITORS |
|
| The
present auditors, Messrs A. F. Ferguson and Company, Chartered Accountants,
retire and being eligible |
|
| offer
themselves for re-appointment as auditors of the Company. |
|
|
| PATTERN
OF SHAREHOLDING |
|
| A
statement showing the pattern of Shareholding in the Company as at June 30,
1996 is attached. |
|
|
|
| For
and on behalf of the Board |
|
|
|
| Lt. Gen M. Arif Bangash (Retd) |
|
| Chairman |
|
|
| Auditors'
Report to the Member |
|
|
| We
have audited the annexed balance sheet of Mari Gas Company Limited as at June
30, 1996 and the |
|
| related
profit and loss account and cash flow statement together with the notes
forming part thereof, for |
|
| the
year ended June 30, 1996 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 our
audit and, after due verification |
|
| thereof,
we report that: |
|
|
| (a)
in our opinion, proper books of account have been kept by the Company as
required by the Companies |
|
| Ordinance,
1984; |
|
|
| (b)
in our opinion: |
|
|
| (i)
the balance sheet and profit and loss account together with the notes thereon
have been drawn |
|
| up
in conformity with the Companies Ordinance, 1984 and the requirements of Marl
Gas Well |
|
| Head
Price Agreement dated December 22, 1985 where its requirements are not
consistent with |
|
| the
requirements of the Companies Ordinance, 1984 and are in agreement with the
books of |
|
| account
and are further in accordance with the accounting policies consistently
applied; |
|
|
| (ii)
the expenditure incurred during the year was for the purpose of the Company's
business; and |
|
|
| (iii)
the business conducted, investments made and the expenditure incurred during
the year were |
|
| in accordance with the objects of the
Company. |
|
|
| (c)
in our opinion and to the best of our information and according to the
explanations given to us, the |
|
| balance sheet, profit and loss account and
the cash flow statement, together with the notes forming |
|
| part thereof, give the information required
by the Companies Ordinance, 1984 and the Agreement |
|
| referred to in (b)(i) above 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, 1996 and of the profit and cash flows for the year |
|
| then ended; and |
|
|
| (d)
in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance,
1980, was deducted |
|
| by
the Company and deposited in the Central Zakat Fund established under section
7 of that |
|
| Ordinance. |
|
|
| A.
F. Ferguson & Co. |
|
| Chartered
Accountants |
|
|
| Karachi
November 28, 1996 |
|
|
| Balance
Sheet as at June 30, 1996 |
|
|
Note |
1996 |
1995 |
|
|
|
|
(Rupees in thousand) |
|
|
|
| SHARE
CAPITAL, RESERVES AND SURPLUS |
|
| Authorised
capital |
|
| 50,000,000
ordinary shares of Rs.10 each |
|
|
500,000 |
500,000 |
|
|
|
|
========== |
========== |
|
| Issued,
Subscribed and Paid-up capital |
|
3 |
210,000 |
210,000 |
|
| General
reserve |
|
|
2,046 |
2,046 |
|
| Undistributed
percentage return reserve |
|
4 |
24,924 |
19,970 |
|
| Profit
and loss account |
|
|
5 |
246,835 |
223,945 |
|
|
|
|
|
---------- |
---------- |
|
|
|
|
483,805 |
455,961 |
|
|
|
|
| ADVANCE
AGAINST SUBSCRIPTION OF |
|
|
285 |
- |
|
| SHARE
CAPITAL |
|
|
|
|
|
| REDEEMABLE
CAPITAL AND ACCRUED MARK-UP |
|
6 |
334,806 |
381,959 |
|
|
|
|
| LONG
TERM LOANS AND DEFERRED LIABILITIES |
|
|
|
|
| Loans
- Secured |
|
|
7 |
379,989 |
208,566 |
|
| Employees'
retirement benefits |
|
|
828 |
590 |
|
| Deferred
credits |
|
|
8 |
3,343 |
- |
|
|
---------- |
---------- |
|
|
|
384,160 |
209,156 |
|
|
| CURRENT
LIABILITIES |
|
| Current
maturity of - redeemable capital |
|
|
|
and accrued mark-up |
|
6 |
47,153 |
40,240 |
|
|
|
- long term loans |
|
7 |
84,442 |
37,921 |
|
| Accrued
and other liabilities |
|
9 |
510,947 |
831,202 |
|
| Taxation |
|
|
|
- |
3,958 |
|
|
---------- |
---------- |
|
|
|
642,542 |
913,321 |
|
|
|
10 |
|
| CONTINGENCIES
AND COMMITMENTS |
|
|
|
---------- |
---------- |
|
|
|
|
1,845,598 |
1,960,397 |
|
|
========== |
========== |
|
|
|
|
Note |
1996 |
1995 |
|
|
|
|
(Rupees in thousand) |
|
|
| TANGIBLE
FIXED ASSETS |
|
| Operating
assets |
|
|
11 |
595,291 |
665,355 |
|
| Capital
work-in-progress |
|
|
12 |
103,477 |
80,044 |
|
|
|
|
|
|
|
698,768 |
745,399 |
|
|
| LEASING
AND EXPLORATION COSTS |
|
| Cost |
|
|
|
5,606 |
5,606 |
|
| less:
Amortisation |
|
|
|
2,279 |
2,022 |
|
|
|
|
---------- |
---------- |
|
|
|
|
3,327 |
3,584 |
|
|
|
|
| LONG
TERM LOANS, ADVANCES, |
|
|
| DEPOSITS
AND PREPAYMENTS |
|
|
13 |
2,578 |
1,740 |
|
|
|
|
| CURRENT
ASSETS |
|
|
| Stores
and spares |
|
|
14 |
54,797 |
50,625 |
|
| Trade
debts- unsecured, considered good |
|
15 |
246,386 |
490,992 |
|
| Loans,
advances and prepayments |
|
16 |
8,011 |
8,960 |
|
| Other
receivables |
|
|
17 |
75,020 |
40,545 |
|
| Taxation |
|
|
19,120 |
- |
|
| Bank
and cash balances |
|
|
18 |
73 7,5 91 |
618,552 |
|
|
|
|
---------- |
---------- |
|
|
|
|
1,140,925 |
1,209,674 |
|
|
|
|
|
|
|
---------- |
---------- |
|
|
|
|
|
1,845,598 |
1,960,397 |
|
|
|
|
|
========== |
========== |
|
| The
annexed notes form an integral part of these accounts. |
|
|
| Lt.
Gen. Ghulam Muhammad Malik (Retd) |
|
| Chief
Executive |
|
|
| Abdus
Sattar |
|
| Director |
|
|
| Profit and Loss Account for the year ended
June 30, 1996 |
|
|
Twelve |
|
|
|
|
months |
Six months |
|
|
|
ended |
ended |
|
|
|
June 30, |
June 30, |
|
|
|
1996 |
1995 |
|
|
|
Note |
(Rupees in thousand) |
|
|
| Sales
- net |
|
19 |
438,508 |
255,538 |
|
| Less:
Royalty |
|
|
53,608 |
31,852 |
|
|
|
|
---------- |
---------- |
|
|
|
|
384,900 |
223,686 |
|
| Other
expenses |
|
20 |
259,004 |
118,471 |
|
|
|
|
---------- |
---------- |
|
| OPERATING
PROFIT |
|
|
125,896 |
105,215 |
|
| Other
income |
|
21 |
79,473 |
27,671 |
|
|
|
|
---------- |
---------- |
|
|
|
|
205,369 |
132,886 |
|
|
|
|
| Financial
charges |
|
22 |
110,912 |
60,399 |
|
| Other
charges |
|
23 |
6,535 |
5,140 |
|
|
|
|
---------- |
---------- |
|
|
|
|
117,447 |
65,539 |
|
|
|
|
|
|
|
---------- |
---------- |
|
| PROFIT
BEFORE TAXATION |
|
87,922 |
67,347 |
|
| Taxation |
|
24 |
12,828 |
9,914 |
|
|
|
|
---------- |
---------- |
|
| PROFIT
AFTER TAXATION |
|
|
75,094 |
57,433 |
|
| Unappropriated
profit brought forward |
|
|
223,945 |
191,567 |
|
|
|
|
---------- |
---------- |
|
| Profit
available for appropriation |
|
|
299,039 |
249,000 |
|
|
|
|
| APPROPRIATIONS/TRANSFERS: |
|
|
| Dividends
- 1st Interim @ 7.5% (1995: 7.5%) |
|
15,750 |
15,750 |
|
|
- 2nd Interim @ 15%
(1995: Nil) |
|
31,500 |
- |
|
| Transferred
to undistributed percentage return |
|
|
| reserve
- note 4.1 |
|
4,954 |
9,305 |
|
|
|
|
---------- |
---------- |
|
|
|
|
52,204 |
25,055 |
|
|
|
|
|
|
