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| PAK
DATA COM LIMITED |
|
| Annual
Report 1996 |
|
|
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|
|
| Contents |
|
|
| Board
of Directors |
|
|
|
2 |
|
| Company
Information |
|
|
|
2 |
|
| Notice
of Meeting |
|
|
|
3 |
|
| Statement
under Section 160 |
|
|
4 |
|
| Directors'
Report |
|
|
|
5 |
|
| Chief
Executives' Review |
|
|
6 |
|
| Auditors'
Report |
|
|
|
7 |
|
| Balance
Sheet |
|
|
|
8 |
|
| Profit
and Loss Account |
|
|
10 |
|
| Statement
of Sources and Application of Funds |
11 |
|
| Notes
to the Accounts |
|
|
13 |
|
| Pattern of Shareholdings |
|
|
22 |
|
|
|
| BOARD
OF DIRECTORS |
|
| A.W.
Awan |
|
Chairman |
|
|
|
|
| Mueen
Sadiq Malik |
|
Chief Executive |
|
|
|
|
| Mazhar-uI-Haq |
|
|
|
|
| Mohammad
Ashfaq Ahmed Chowdhri |
|
|
|
|
| S.M.
Iftikhar Hassan |
|
|
|
|
| Abdul
Latif |
|
|
|
|
|
|
|
|
| Dr.
A. Faiz M. Ishaq |
|
|
|
|
| Mohammad
Akram |
|
|
|
|
| Mushtaq
Ahmad Bhatti |
|
|
|
|
| SECRETARY |
|
|
| Sajjad
Hasan |
|
|
|
|
|
| COMPANY
INFORMATION |
|
|
|
|
|
| AUDITORS |
|
|
| Hassan
Farooq & Company |
|
| Chartered
Accountants |
|
| 325,
Eden Centre, 43 Jail Road, Lahore |
|
|
|
| LEGAL
ADVISOR |
|
| Fakhar
Mehmood Chanda |
|
|
| REGISTERED
OFFICE |
|
| 190,
Industrial Area, I-9/2, Islamabad |
|
|
|
| HEAD
OFFICE |
|
| 3rd
Floor, Umar Plaza, Blue Area, Islamabad |
|
|
| SHARES
DEPARTMENT |
|
| 325,
Eden Centre, 43 Jail Road, Lahore. |
|
|
|
| NOTICE
OF MEETING |
|
| Notice
is hereby given that the 4th Annual General Meeting of Pak Datacom Limited
will be held on |
|
| December
29, 1996 at 11.00 a.m. at Telecom Foundation Headquarters, Plot No. 190,
I-9/2, Industrial |
|
| Area,
Islamabad to transact the following business: |
|
|
| ORDINARY
BUSINESS: |
|
| 1.
To confirm the minutes of the 2nd Extraordinary General Meeting held on
October 23, 1996. |
|
|
| 2.
To receive, consider and adopt the Audited Accounts of the Company for the
year ended June |
|
| 30, 1996 together with the Directors' and
Auditors' Report thereon. |
|
|
| 3.
To appoint Auditors for the year ending June 30, 1997 and to fix their
remuneration. Retiring |
|
| Auditors M/s. Hassan Farooq & Co. have
offered themselves for re-appointment. |
|
|
| SPECIAL
BUSINESS: |
|
|
| 4.
To approve the capitalisation of a sum of Rs. 5.40 million set aside out of
the capital reserves |
|
| of the company as on June 30, 1996 for
issuance of bonus shares in the proportion of 10 shares |
|
| for every 100 shares of Rs. 10 each. |
|
|
| 5.
To transact such other business as may be placed before the meeting with the
permission of |
|
| the Chair. |
|
|
| By
order of the Board |
|
| Sajjad
Hasan |
|
| Company
Secretary |
|
|
|
|
| Islamabad |
|
| December
8, 1996 |
|
|
| NOTES: |
|
| 1.
Share Transfer Books of the Company will remain closed from December 21, 1996
to December |
|
| 29, 1996 (both days inclusive). |
|
|
| 2.
A member entitled to attend and vote at the meeting is entitled to appoint
another member as |
|
| proxy. |
|
|
| 3.
Proxies in order to be effective must be received at the Head Office of the
Company not less |
|
| than 48 hours before the meeting and must
be duly stamped, signed and witnessed. |
|
|
| 4.
Shareholders are requested to promptly notify in writing the Company of any
change in their |
|
| address. |
|
|
| 5.
A statement under section 160 of the Companies Ordinance, 1984 pertaining to
the Special |
|
| Business
is being sent to the shareholders with this notice. |
|
|
| STATEMENT
UNDER SECTION 160 OF THE |
|
| COMPANIES
ORDINANCE, 1984 |
|
| This
statement sets out material facts concerning the special business to be
transacted at the 4th Annual |
|
| General
Meeting to be held on December 29, 1996. |
|
|
| ISSUANCE
OF BONUS SHARES |
|
| To
approve capitalization of a sum of Rs. 5.40 million set aside out of the
Capital Reserves of the company |
|
| as
on June 30, 1996 for the issuance of Bonus Shares in the proportion of 10
shares for every 100 shares |
|
| of
Rs. 10 each and to consider and if thought fit to pass the following Special
Resolution. |
|
|
| "Resolved
that |
|
| a)
The sum of Rs. 5.40 million set aside out of Capital Reserves of the company
as on June 30, |
|
| 1996
be capitalized and applied to the issue of Bonus Shares of Rs. 10 each
allotted as fully |
|
| paid
Bonus Shares to the members of the company whose names appear on the Register
of |
|
| Members
as at the close of business on December 20, 1996 in proportion of 10 shares
for every |
|
| 100
shares (10%) held. |
|
|
| b)
The Bonus Shares will rank pari passu in all respects with the existing
shares. |
|
|
|
|
| c)
In the event of any member holding shares which are not an exact multiple of
100 shares, the |
|
| Chief
Executive be and is hereby authorised to sell in the stock market such
fractional entitlement |
|
| and
to donate the proceeds of sale, when realized, to TF Public School. |
|
|
|
|
| d)
The directors be and are hereby authorised and empowered to give effect of
the resolution and |
|
| to
do or cause to be done all acts, deeds and things that may be necessary or
required for issue, |
|
| allotment
and distribution of Bonus Shares." |
|
|
| The
directors are of the opinion that the profit/reserves of the company justify
the capitalisation of a sum |
| of
Rs. 5.40 million for issue of Bonus Shares. |
|
|
| DIRECTORS'
REPORT TO THE SHAREHOLDERS |
|
| The
Board of Directors have the pleasure in presenting the shareholders the
results of the 2nd |
|
| years'
operations and the Annual Audit Report for the year ended June 30, 1996. |
|
|
| BOARD
OF DIRECTORS |
|
| Certain
changes took place in the composition of the Board at the election of
directors in the |
|
| last
Extra Ordinary General Meeting held on October 23, 1996. The Board of
Directors increased |
|
| the
number of directors from seven to nine. Mr. Anwar Ali retired from the Board
and Mr. A. |
|
| Faiz
M. Ishaq, Mr. Mushtaq Ahmad Bhatti and Mohammad Akram were elected in
addition to |
|
| the
other directors already on the Board. The Board takes this opportunity to
welcome the |
|
| newly
appointed members of the Board and express appreciation for the services
rendered by |
|
| the
out going director during his association with the company. |
|
|
| FINANCIALS |
|
| This
was the 2nd year of commercial operations. The Board is pleased to report
pretax profit |
|
| of
Rs. 19,125,855 for the year and propose the appropriations as under; |
|
|
|
|
(Rupees) |
|
|
| Profit
from the operations before taxation |
|
19,125,855 |
|
|
| Provision
for taxation |
|
350,687 |
|
|
|
|
|
---------- |
|
|
| Profit
after tax |
|
18,775,168 |
|
|
| Unappropriated
profit brought forward |
|
519,246 |
|
|
|
|
|
---------- |
|
|
| Profit
available for appropriation |
|
19,294,414 |
|
|
|
|
|
========== |
|
|
| Appropriation |
|
|
|
| Transfer
to General Reserves |
|
15,525,000 |
|
|
| Unappropriated
profit carried forward |
|
3,769,414 |
|
|
|
|
|
---------- |
|
|
|
|
|
19,294,414 |
|
|
|
|
|
========== |
|
|
| Issue
of Bonus shares out of capital reserve |
|
5,400,000 |
|
|
|
|
|
========== |
|
|
| Earning
per share |
|
Rs. 3.48 |
|
|
|
|
|
========== |
|
|
|
|
|
|
|
| AUDITORS |
|
| The
retiring auditors M/s. Hassan Farooq & Co., Chartered Accountants, being
eligible, offer |
|
| themselves
for re-appointment for the year ending June 30, 1997. |
|
|
| SHARE
HOLDING PATTERN |
|
| A
statement reflecting the pattern of shareholding is attached to the report. |
|
|
| ACKNOWLEDGEMENT |
|
| A
fairly good performance in the year could not have been possible without
support and cooperation |
|
| of
our staff. The Board appreciates the hard work put in by the staff and the
management in |
|
| performance
of their duties. |
|
|
| On
behalf of the Board |
|
|
| Mueen
Sadiq Malik |
|
| Chief
Executive |
|
|
| CHIEF
EXECUTIVES' REPORT TO THE SHAREHOLDERS |
|
|
| OVERVIEW |
|
| 1995-96 was the second year of the
commercial operations of Pak Datacom Ltd. The company has |
|
| earned
a pretax profit of Rs. 19.13 million during this year and has expended its
asset base from 41.85 |
|
| million
to 92.99 million. The company was listed on the stock exchanges in Dec. 95.
The company has |
|
| been
continuously expanding and at present is the leading data network operator in
the country. The company |
|
| has
marketed aggressively and has expanded its customer base both within and out
side Pakistan, The |
|
| company
now has a network consisting of. |
|
|
| a)
Terrestrial network in Pakistan in which 41 circuits are being provided to 26
organizations, thorough |
|
| optical
fibre and data multiplexing equipment. |
|
|
| b)
Satellite network in Pakistan in which 30 satellite circuits are being
provided to 19 organizations |
|
| through
34 satellite stations of various sizes. |
|
|
| c)
Satellite circuits in Bangladesh where under a BOT contract the company is
providing international |
|
| data
circuits through small Satellite Station (VSATs) to 15 organizations. |
|
|
|
|
| The
company has leased 20% of a transponder on AsiaSat I and 11% on AsiaSat II. |
|
|
| INTERNATIONAL
OPERATIONS |
|
| Pak Datacom has a license titled
"License Agreement to Establish, Maintain and Operate National |
|
| and
International Data Communication Network". The matter of providing
International circuits from Pakistan |
|
| was
taken up by Pakistan Telecom Authority. After detailed discussions the matter
has been resolved and |
|
| an
agreement has been reached for smooth operation of International links. |
|
|
| FUTURE
PROSPECTS |
|
| Pak Datacom Limited has purchased a 9.0
meter diameter (F-3) Satellite Earth Station. It is expected |
|
| to
be installed by Feb. 97. This station shall be able to provide up to 100
International circuits to U.S.A and |
| Canada. |
|
|
| So far Pak Datacom has been providing
dedicated satellite links (SCPC) to its customers which was |
|
| rightly
assessed to be the need of the time in Pakistan. The company has now ordered
a demand based |
|
| system
consisting initially of 10 VSATs. This would enable the company to cater to
the needs of medium |
|
| sized
organizations. This system should also be in place by Feb. 96. |
|
|
| OVERSEAS
OPERATIONS |
|
| Your company has the unique distinction
of being the only international operator of Pakistan. After the |
|
| initial
order of 5 International VSAT circuits from Bangladesh, the company received
an additional order of |
|
| 10
circuits. Eight of these small satellite stations have been installed and the
remaining are in progress. |
|
|
| ACKNOWLEDGEMENT |
|
| My thanks are due to my colleagues for
making the company a success. I am also grateful to Corporate |
|
| Law
Authority and the stock exchanges for their cooperation during the public
issue and to the Chairman |
|
| and
the Board of Directors for their guidance. |
|
|
| Mueen
Sadiq Malik |
|
| Chief
Executive |
|
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
| We
have audited the annexed balance sheet of Pak Datacom Limited as at June 30,
1996 and the |
|
| related
profit and loss account and statement of sources and application of funds,
together with the notes |
|
| forming
part thereof, for the year then ended and we state that we have obtained all
the informations |
|
| 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 are in agreement
with |
|
| the
books of account and are further in accordance with 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 statement of sources and
application of funds, |
|
| together
with the notes forming part thereof, give the information required by the
Companies |
|
| Ordinance,
1984, 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 changes in
financial position |
|
| for
the year then ended: and |
|
|
|
|
| (d)
in our opinion, no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980. |
|
|
|
|
| HASSAN
FAROOQ AND COMPANY |
|
| CHARTERED
ACCOUNTANTS |
|
|
| LAHORE:
December 3, 1996 |
|
|
|
| BALANCE
SHEET |
|
| AS
AT JUNE 30, 1996 |
|
|
|
1996 |
1995 |
|
|
|
Note |
(Rupees) |
(Rupees) |
|
| SHARE
CAPITAL & RESERVES |
|
|
| Authorised
Capital |
|
| 10,000,000
ordinary shares of Rs. 10/- each |
|
100,000,000 |
100,000,000 |
|
|
|
|
============ |
============ |
|
|
|
|
| Issued,
subscribed & paid up capital |
|
3 |
53,951,000 |
45,900,000 |
|
| Deposit
for shares |
|
|
15,000 |
- |
|
| Reserves |
|
|
4 |
63,376,500 |
35,775,000 |
|
| Unappropriated
profit / (loss) |
|
|
3,769,414 |
519,246 |
|
|
|
|
------------ |
------------ |
|
|
|
|
121,111,914 |
82,194,246 |
|
| LIABILITIES
AGAINST ASSETS |
|
|
| SUBJECT
TO FINANCE LEASE' |
|
5 |
23,799,276 |
- |
|
|
|
|
| LONG
TERM CUSTOMERS' DEPOSITS |
|
|
6 |
15,350,113 |
6,437,375 |
|
| CURRENT
LIABILITIES |
|
|
| Due
to associated undertakings |
|
|
7 |
1,522,391 |
1,714,796 |
|
| Current
portion of liabilities against assets |
|
| subject
to finance lease |
|
|
3,863,496 |
- |
|
| Creditors,
accrued and other liabilities |
|
8 |
60,985,895 |
10,884,392 |
|
| Provision
for taxation |
|
|
352,970 |
1,583,003 |
|
|
|
|
------------ |
------------ |
|
|
|
66,724,752 |
14,182,191 |
|
|
|
|
| CONTINGENCIES
AND COMMITMENTS |
|
9 |
- |
- |
|
|
|
|
------------ |
------------ |
|
|
|
|
226,986,055 |
102,813,812 |
|
|
============ |
============ |
|
|
|
| TANGIBLE
FIXED ASSETS |
|
|
| Fixed
assets |
|
|
10 |
79,866,787 |
37,485,147 |
|
| Capital
work in progress |
|
|
11 |
41,515,420 |
5,379,823 |
|
|
|
|
121,382,207 |
42,864,970 |
|
|
|
|
| LONG
TERM PREPAYMENTS AND DEPOSITS |
|
12 |
14,482,129 |
12,080,381 |
|
|
|
|
| DEFERRED
COSTS |
|
|
13 |
3,125,466 |
845,657 |
|
|
|
| CURRENT
ASSETS |
|
|
| Trade
debtors |
|
|
14 |
22,954,837 |
228,389 |
|
| Advances,
deposits, prepayments |
|
| and
other receivables |
|
|
15 |
28,899,874 |
15,112,260 |
|
| Cash
and bank balances |
|
|
16 |
36,141,542 |
31,676,155 |
|
|
|
|
------------ |
------------ |
|
|
|
|
87,996,253 |
47,016,804 |
|
|
|
|
|
|
|
|
|
------------ |
------------ |
|
|
|
|
226,986,055 |
102,813,812 |
|
|
============ |
============ |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
| M.
Ashfaq Ahmad Chowdhri |
|
| Director |
|
|
|
|
|
| Mueen
Sadiq Malik |
|
| Chief
Executive |
|
|
| PROFIT
AND LOSS ACCOUNT |
|
| FOR
THE YEAR ENDED JUNE 30, 1996 |
|
|
|
1996 |
1995 |
|
|
|
Note |
(Rupees) |
(Rupees) |
|
|
| REVENUE |
|
|
70,137,328 |
49,821,592 |
|
|
| OPERATING
EXPENSES |
|
|
17 |
53,195,387 |
38,254,689 |
|
|
------------ |
------------ |
|
| OPERATING
PROFIT |
|
|
16,941,941 |
11,566,903 |
|
|
|
|
| FINANCIAL
EXPENSES |
|
|
237,320 |
200,413 |
|
|
------------ |
------------ |
|
|
|
|
16,704,621 |
11,366,490 |
|
| OTHER
INCOME |
|
|
18 |
2,421,234 |
2,210,759 |
|
|
------------ |
------------ |
|
| PROFIT
BEFORE TAXATION |
|
19,125,855 |
13,577,249 |
|
| PROVISION
FOR TAXATION |
|
350,687 |
1,583,003 |
|
|
|
|
| PROFIT
AFTER TAXATION |
|
18,775,168 |
11,994,246 |
|
| UNAPPROPRIATED
PROFIT BROUGHT FORWARD |
|
519,246 |
- |
|
|
|
|
------------ |
------------ |
|
| PROFIT
BEFORE APPROPRIATIONS |
|
19,294,414 |
11,994,246 |
|
|
|
|
| APPROPRIATIONS: |
|
|
|
|
|
| TRANSFERRED
TO GENERAL RESERVES |
|
15,525,000 |
11,475,000 |
|
|
|
|
------------ |
------------ |
|
| UNAPPRO-PRIATED
PROFIT CARRIED FORWARD |
|
3,769,414 |
519,246 |
|
|
============ |
============ |
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
|
| Mueen
Sadiq Malik |
|
| Chief
Executive |
|
|
| M.
Ashfaq Ahmed Chowdhri |
|
| Director |
|
|
|
| STATEMENT
OF SOURCES AND APPLICATION OF FUNDS |
|
| FOR
THE YEAR ENDED JUNE 30, 1996 |
|
|
|
1996 |
1995 |
|
|
(Rupees) |
(Rupees) |
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
| Profit
before taxation |
|
|
19,125,855 |
13,577,249 |
|
| Adjustment
for non cash and other items: |
|
| Depreciation |
|
|
8,897,900 |
4,365,504 |
|
| Financial
charges |
|
|
237,320 |
200,413 |
|
| Amortization
of deferred cost |
|
|
835,795 |
211,414 |
|
|
|
|
------------ |
------------ |
|
|
|
9,971,015 |
4,777,331 |
|
|
|
|
------------ |
------------ |
|
| Operating
profit before working capital changes |
|
29,096,870 |
18,354,580 |
|
|
| (Increase)
/ decrease in current assets |
|
| Trade
debtors |
|
|
|
|
(22,726,448) |
118,229 |
|
| Advances,
deposits, prepayments & other receivables |
|
(13,787,614)~ |
(9,992,841) |
|
|
------------ |
------------ |
|
|
|
(36,514,062) |
(9,874,612) |
|
|
| (Decrease)
/increase in current liabilities |
|
| Due
to associated undertakings |
|
|
(192,405) |
(911,343) |
|
| Creditors,
accrued and other liabilities |
|
50,101,503 |
7,894,239 |
|
|
------------ |
------------ |
|
|
|
49,909,098 |
6,982,896 |
|
|
|
------------ |
------------ |
|
|
|
|
42,491,906 |
15,462,864 |
|
|
|
|
|
|
| Tax paid |
|
|
(1,580,720) |
- |
|
| Financial
charges paid |
|
(237,320) |
(200,413) |
|
| Lease
liability paid |
|
(40,592) |
- |
|
|
------------ |
------------ |
|
|
|
|
(1,858,632) |
(200,413) |
|
|
|
|
|
|
|
------------ |
------------ |
|
| Net
cash flows from operating activities |
|
40,633,274 |
15,262,451 |
|
|
============ |
============ |
|
|
|
|
|
1996 |
1995 |
|
|
|
(Rupees) |
(Rupees) |
|
|
| CASH
FLOWS FROM INVESTING ACTIVITIES |
|
|
| Fixed
assets acquired |
|
|
(60,387,494) |
(26,710,687) |
|
| Sale
proceeds of fixed assets |
|
|
|
675,721 |
- |
|
| Long
term prepayments and deposits |
|
(2,395,748) |
(12,045,331) |
|
| Deferred
costs |
|
|
(3,115,604) |
(887,500) |
|
|
|
|
------------ |
------------ |
|
| Net
cash flows from investing activities |
|
(65,223,125) |
(39,643,518) |
|
|
|
|
|
|
| CASH
FLOWS FROM FINANCING ACTIVITIES |
|
|
|
| Issue
of share capital |
|
|
8,051,000 |
25,760,000 |
|
| Premium
on issue of share capital |
|
12,076,500 |
24,300,000 |
|
| Deposit
for shares |
|
|
15,000 |
- |
|
| Long
term security deposits |
|
|
8,912,738 |
4,636,590 |
|
| Repayment
of long term loan |
|
|
- |
(500,000) |
|
|
------------ |
------------ |
|
| Net
cash flows from financing activities |
|
29,055,238 |
54,196,590 |
|
|
|
|
| NET
INCREASE IN CASH AND |
|
| CASH
EQUIVALENTS |
|
|
4,465,387 |
29,815,523 |
|
|
|
|
| CASH
AND CASH EQUIVALENTS AT |
|
| THE
BEGINNING OF THE YEAR |
|
31,676,155 |
1,860,632 |
|
|
|
|
------------ |
------------ |
|
| CASH
AND CASH EQUIVALENTS AT |
|
| THE
END OF THE YEAR |
|
|
36,141,542 |
31,676,155 |
|
|
============ |
============ |
|
| Mueen
Sadiq Malik |
|
| Chief
Executive |
|
|
| M.
Ashfaq Ahmed Chowdhri |
|
| Director |
|
|
| NOTES
TO THE ACCOUNTS |
|
