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Pakistan Telecommunication Company Limited
(Annual Report for the period ended 30th June 1996)
NOTICE OF 1ST ANNUAL GENERAL MEETING
Notice is hereby given that the 1st Annual General Meeting of Pakistan Telecommunication Company Limited will be held on
Tuesday, 24th June, 1997 at 0900 hours at Auditorium, National Library of Pakistan, Constitution Avenue, Islamabad, to transact
the following business:
Ordinary Business
1. To receive, consider and adopt the Audited Accounts for the period 31 st December, 1995 to 30th June, 1996, together with
the Auditors' and Directors' reports.
2. To declare the dividend as recommended by the Board of Directors.
3. To elect ten directors. The names of the nine retiring directors who have filed notice under Article 64 are as under:-
i. Naseem S. Mirza ii. Sheikh Inaamul Haque
iii. Mueen Afzal iv. Fazlullah Qureshi
v. Zafar All Khan vi. Maj. Gen. Shahzada Alam Malik
vii. S.A.H. Naqvi viii. Shaukat R. Mirza
ix. Bashit Ahmed
4.  To appoint Auditors for the year ending 30th June, 1997 and fix their remuneration.
5. To transact any other business of the Company with the permission of the Chairman.
Special Business:
6. To approve the remuneration payable to the Chairman / Chief Executive and other whole time working Directors.
A Statement under section 160(l)(b) of the Companies Ordinance, 1984 is attached to the copy of this Notice being sent to the
members.
By order of the Board
Islamabad: 2 June, 1997
Pervez Ijaz Sheikh
Secretary - PTCL
Notes:
1. Any member of the Company entitled to attend and vote at this Meeting may appoint any person as his/her proxy to
attend and vote instead of him/her. Proxies in order to be effective must be received by the Company at the Registered
Office not less than 48 hours before the time fixed for holding the meeting.
2. Share Transfer Books of the Company will remain closed from 10th June, 1997 to 24th June, 1997 (both days inclusive)
for the purposes of the Annual General Meeting.
3. Members are requested to notify any change in address immediately.
Statement Under Section 160(1)(b) of the Companies Ordinance, 1984.
This statement sets out the material facts concerning the Special Business to be transacted at the First Annual General Meeting of
the Pakistan Telecommunication Company Limited to be held on 24th June, 1997.
Approval of Shareholders will be sought for the remuneration payable to the Chairman/Chief Executive and the whole-time
working Directors in accordance with their terms and conditions of service. For this purpose it is intended to propose that the
following resolution be passed as an Ordinary Resolution, namely:
"RESOLVED THAT the Company hereby authorizes the holding of offices of profit and payment as remuneration to Mr. Naseem
S. Mirza, Chairman/Chief Executive and Mr. S.A.H. Naqvi and one other Director to be elected in the Annual General Meeting,
being whole-time Directors, not exceeding in the aggregate Pak rupees Six million per annum, exclusive of perquisites and
retirement benefits to which they are entitled under the terms of employment, for whole or part of the year ending 30th June, 1997,
as applicable, and for the remainder of their term remuneration per annum not exceeding by the sums that may be applicable under
their respective terms of employment.
FURTHER RESOLVED THAT in the event of any of the aforesaid offices of profit falling vacant, the approval hereby given shall,-
subject to the terms of appointment, be equally applicable to any other person appointed to fill such vacancy".
BOARD OF DIRECTORS
AS ON 14 MAY, 1997
Naseem S. Mirza
Chairman
Sheikh Inaamul Haque
Secretary Communications, Government of Pakistan
Mueen Afzal
Secretary Finance, Government of Pakistan
Fazlullah Qureshi
Secretary P & D, Government of Pakistan
Zafar Ali Khan
Secretary Privatisation Commission, Government of Pakistan
Major General Shahzada Alam Malik
S.O.-in-C, GHQ
S.A.H. Naqvi
Member Technical
Shaukat R. Mirza
Bashir Ahmed
Pervez ljaz Sheikh
Secretary
Auditors:
A.E Ferguson & Co.
Chartered Accountants
Lahore-Pakistan
Registered Office:
Pakistan Telecommunication Company Limited
Headquarters, G-8/4
Islamabad - Pakistan.
DIRECTORS' REPORT
The Directors take much pleasure in presenting their first report to the shareholders on the results of Pakistan Telecommunication
Company Limited for the six month's period ended 30 June 1996.
Principal activities
PTCL is the primary provider of telecommunication facilities in Pakistan. These facilities include telegraph, telephone, telex,
Data, Universal Access Numbers, ISDN and other value added services. A state-of-the-art international subscribers dialing system
comprising of digital gateway exchanges operating through satellite earth stations and submarine cable is available to PTCL
customers. PTCL has achieved a digitalisation ratio of 78% of its network, which is the highest in the region.
PTCL also manufactures and markets telecommunication equipment through its subsidiaries, Telephone Industries of Pakistan
(Pvt.) Limited and Carrier Telephone Industries.
Corporate structure
PTCL is now a joint stock company incorporated under the Companies Ordinance, 1984. The erstwhile T&T Department was
changed into the Pakistan Telecommunication Corporation on 15 December 1990. On 31 December 1995, PTC was converted
into a limited company through vesting orders issued under the Pakistan Telecommunication (Reorganisation) Ordinance, 1995.
The authorised share capital of PTCL is Rs. 150 billion divided into 11,100,000,000 "A" class ordinary shares of Rs. 10 each and
3,900,000,000 "B" class shares of Rs. 10 each. The "A" and "B" classes of shares rank pari-passu in all respects except that each
"B" class share has four voting rights against one voting right per "A" class share.
The issued and paid up capital amounts to Rs. 51 billion divided into 3,374,000,000 class "A" shares and 1,326,000,000 class "B"
ordinary shares. The "A" class shares are listed on stock exchanges of Pakistan while the "B" class shares reserved for strategic
investors, are presently held by the Government of Pakistan.
Financial results
The operating results for the first six months of operations ended 30 June 1996 following the take over from the former PTC on
31 December 1995 reveals a total revenue of Rs.18,677 million, the break up of which was as under:
Rs. Million
Domestic 10,473
International 7,882
Telex 258
Telegraph 64
--------
Total revenue 18,677
--------
The operating expenses for the period under review were Rs 11,866 million or 63.5% of the operating revenue. As a result, the
operating profit for the period was Rs.6,812 million with an operating profit margin of 36,5%. Income earned from other sources
amounted to Rs.422 million. After deducting the financial charges amounting to Rs. 1,853 million, PTCL earned a pre tax profit
of Rs.5,381 million. However, the pre-tax profit was reduced to Rs.3,842 million after taking into account the effect of assets and
balances over- provided or written-off during the prior years.
The total assets of PTCL, on 30 June 1996, were Rs.104,459 million including a Capital Work in Progress of Rs. 11,797 million.
The net operating assets stood at Rs.80,695 million.
Appropriation of profits
The Directors propose the following allocation of profits which are available for appropriation:
Rs. Million
Profit for the period 5,381
Less: Assets and balances over provided or written off 1,540
Net profit available for appropriation 3,841
Less: Proposed dividend @ 6% 3,060
--------
Un-appropriated profit carried forward 781
--------
Improvement in Accounting System
A feature of the audited accounts, that needs to be mentioned, is the absence of qualifications by the auditors on the veracity of
the accounts for the period. In the past, the auditors had been voicing serious doubts over the reliability of figures reported in the
accounts and the underlying record of the former PTC, whose business has now been taken over by PTCL. The major concerns
of the auditors related to fixed assets, capital expenditure, revenue billed and realized, trade debtors and the cash balances.
PTCL has undertaken an extensive exercise to overhaul the accounting set up to develop a reliable system for maintaining correct
and adequate underlying records. This effort has succeeded to a large extent and the accounts for the six months period ended 30
June 1996 contain only one observation of auditors and that also on trade debtors which were carried over from the PTC period.
The Directors of the company take pride in this achievement and commend the tireless efforts of the management and staff who
made this achievement possible.
The overall accounting and management set up of PTCL is still under extensive structural changes to further streamline it to
achieve better performance. Cash accounting has already been computerized at most of PTCL's formations. New software is
being developed for revenue and stores accounting. The regions are now being treated as individual profit centres and would be
required to prepare separate financial reports. This step alone will go a long way to inculcate a sense of self-appraisal and self
improvement in the regional set-ups.
PTCL Network
The company took over an installed capacity of 2,862,465 lines from the former PTC as on 31 December 1995. Another 352,783
lines were added during the period under review which increased the capacity to 3,215,248 lines by 30 June 1996. The working
connections increased from 2,227,715 to 2,376,786 on 30 June 1996, thereby utilizing 74% of the total installed capacity as on 30
June 1996. Efforts are underway to meet all the pending demand so that the capacity can be fully utilized to further increase
revenue and lower operating cost per line.
The company has three operational Gateway Exchanges, one at Karachi and two in Islamabad. These International Gateway
Exchanges have the latest 'C-7' signalling system comprising about 8,000 international circuits whereas 4,400 are working. The
total international telephone traffic for the period was 250.870 million minutes, out of which 213.473 million minutes were of
incoming calls as compared with outgoing 37.397 million.
In line with the requirements of its customers, PTCL plans to further expand and modernise its network through out Pakistan to
keep pace with the rapidly increasing demand and the changing technologies in the telecommunication sector. Fibre Optic Cables,
Satellite Communications and Submarine Cable system have already been introduced for improvement in the quality of services.
Value added services such as UAN, Public Data Network, Internet and Electronic Mail have already been launched. PTCL has
plans to provide Information Technology infrastructure to promote and facilitate software development and export. This will
comprise of information highway using Fibre Optic Cables and Digital Cross Connect network.
Due to the liberalization and deregulation policy of the Government of Pakistan, PTCL is already assisting the private sector to
provide different telecommunication services like Card Pay Phones, Cellular Mobile Telephones, Pager, Trunked Radio, Internet
and, Voice mail. Special emphasis is also being laid to develop rural communication on commercial lines.
Staff and Management
The Directors of the Company take this opportunity to thank PTCL employees who have put in great efforts for achieving the
desired objectives and results. Relations with the workers continued to be cordial during the period. The excellent performance
of the company is the outcome of the dedicated team work of all categories of staff and management which is deeply appreciated.
All out efforts are being made to improve the productivity and efficiency of the company. A great emphasis is being placed on
effective management-employees relationship and line of communications to achieve corporate goals. PTCL considers that
establishment of the right priorities and better environment would improve the performance of all management and employees.
Future outlook
PTCL is introducing new value added services like Home Metering, Leased line, Digital Cross Connect and Direct Inward
Dialling to satisfy demands for new services. The company is gradually replacing Analogue Switches with Digital Systems to
improve service quality for maximum benefit of its customers.
Looking to the future, PTCL faces many challenges and opportunities. The Directors of the company believe that PTCL is playing
an important role in supporting the national economy by rapidly increasing telecommunication facilities. PTCL has prepared a
demand based expansion plan to meet the requirements of its customers and optimise capacity utilisation to improve profitability
and shareholder value. PTCL is laying emphasis on customer services, response time to complaints, improvement in fault
management and billing system to enhance and achieve efficiency and customer satisfaction.
Operation research of PTCL and cellular companies confirms that the rate of Central Excise Duty of 40% has retarded the growth
of the telecom sector and is too-high a burden for consumers. Accordingly, PTCL has suggested to the Government of Pakistan
that existing Central Excise Duty be reduced from 40% to 30% on telephone call charges. It is expected that Government of
Pakistan will decide favourably on this important issue which will have a positive impact on traffic and revenue growth, more
than making up the reduction in the rate of duty.
A tariff reform package approved by the PTCL Board has already been sent to the Pakistan Telecommunication Authority for their
approval. After the implementation of the tariff reforms package, the revenue of PTCL will increase at a higher rate as compared
with previous years, thus increasing profitability, providing the cash for the much needed expansion in the network and
enhancing dividends to the shareholders.
The half yearly un-audited accounts for the period ended 31 December 1996 shall be made public by 30 June 1997 and the audited
results for the year ending 30 June 1997 are expected to be announced in October 1997.
For and on behalf of the Board
Islamabad, Dated 14 May, 1997 Sd/-
(NASEEM S. MIRZA)
Chairman & Chief Executive
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of Pakistan Telecommunication Company Limited as at June 30, 1996 and the related
profit and loss account and the cash flow statement, together with the notes forming part thereof, for the period from December
31, 1995 to 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 are in agreement with the books of account and are further in accordance
with accounting policies consistently applied:
(ii) the expenditure incurred during the period was for the purpose of the company's business; and
(iii) the business conducted, investments made and expenditure incurred during the period were in accordance with the
objects of the company;
(c) (i) As referred to in Note 1.1 to the accounts the company took over the assets and liabilities of Pakistan
Telecommunication Corporation at January 1, 1996 based on its audited accounts for the period from July 1, 1995
to December 31, 1995. The balances taken over and included in these accounts were not audited by us.
(ii) The debts outstanding for domestic telephone at June 30, 1996 of Rs. 8,588,431 thousand shown in note 15 and
excise duty recoverable from defaulters of Rs. 3,327,733 thousand shown in note 16 to the accounts include
balances aggregating Rs. 6,524,489 thousand due from subscribers whose connections are closed which have been
fully provided for in the accounts. A detailed listing of such defaulter balances at June 30, 1996 for all exchanges
was not available. Consequently, we were unable to verify the completeness of these balances. The company is
proposing to compile a list of such balances. It is possible that adjustments may arise to the defaulter balances
referred to above and shown in the accounts when the detailed lists have been compiled.
Except for the effect of the adjustments which might be determined to be necessary on the resolution of the matter referred
to in the paragraph c (ii) above, in our opinion and to the best of our information and according to the explanations given
to us, the balance sheet, profit ,arid loss account and the cash flow statement, 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 the cash flows for the period
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.E Ferguson & Co.
Chartered Accountants
Lahore, April 29, 1997
BALANCE SHEET AS ON JUNE 30, 1996
June 30,
1996
(Rupees in
Note thousand)
SHARE CAPITAL AND RESERVES
Authorised share capital
11,100,000,000 "A" class ordinary shares of Rs 10 each 111,000,000
3,900,000,000 "B" class ordinary shares of Rs 10 each 39,000,000
----------
150,000,000
==========
Issued, subscribed and paid up capital
Unappropriated profit 3 51,000,000
780,565
----------
51,780,565
REDEEMABLE CAPITAL 4 3,987,015
LONG TERM LOAN5 AND DEFERRED LIABILITIES
Long term loans and other borrowings 5 14,354,745
Employees retirement benefits and other obligations 6 8,365,489
Long term security deposits from subscribers 1,110,803
----------
23,831,037
CURRENT LIABILITIES
Current portion of
Redeemable capital 4 854,435
Long term loans and other borrowings 5 2,089,527
Short term borrowings 7 7,820,229
Creditors, accrued and other liabilities 8 11,035,731
Dividend payable 3,060,000
----------
24,859,922
----------
CONTINGENCIES AND COMMITMENTS 9 104,458,539
==========
FIXED CAPITAL EXPENDITURE
Operating fixed assets - tangible 10 68,897,578
Capital work-in progress 11 11,797,468
----------
80,695,046
LONG TERM INVESTMENTS 12 1,046,787
LONG TERM LOANS 13 975,555
CURRENT ASSETS
Stores and spares 14 3,333,847
Trade debts 15 10,535,202
Loans, advances, deposits, prepayments and 
other receivables 16 5,298,401
Cash and bank balances 17 2,573,701
----------
21,741,151
----------
104,458,539
==========
The annexed notes form an integral part of these accounts.
Sd/- Sd/-
CHAIRMAN DIRECTOR
PROFIT AND LOSS ACCOUNT FOR THE PERIOD DECEMBER 31, 1995 TO JUNE 30, 1996
December
31, 1995
to June
30, 1996
(Rupees in
Note thousand)
Revenue 18 18,677,328
Operating costs 19 11,865,704
Operating profit ----------
6,811,624
Other income 20 422,675
----------
Profit before financial, other charges and taxation 7,234,299
Financial charges 21 1,853,459
----------
5,380,840
Assets and other balances taken over 
provided for or written off 22 1,540,275
----------
Profit before taxation 3,840,565
Provision for taxation 23 -
----------
Profit after taxation 3,840,565
Appropriation
Proposed dividend @ 6% 3,060,000
----------
Unappropriated profit came forward 780,565
==========
The annexed notes form an integral part of these accounts.
Sd/- Sd/-
CHAIRMAN DIRECTOR
CASH FLOW STATEMENT FOR THE PERIOD DECEMBER 31, 1995 TO JUNE 30, 1996
December
31, 1995
to June
30, 1996
(Rupees in
Note thousand)
Cash inflow/outflow) from operating activities
Cash generated from operations 25 16,888,524
Contribution towards pension obligation -1,510,702
Interest and mark-up paid (2,918,439)
Long term loans (net) (98,555)
Security deposits 135,000
----------
Net cash inflow from operating activities 12,495,828
Cash inflow/(outflow) from investing activities
Fixed capital expenditure (13,955,796)
Net increase in investments (46,637)
Sale proceeds of fixed assets 573
Return on deposits 14,822
----------
Net cash (outflow) from investing activities (13,987,038)
Cash inflow/(outflow) from financing activities
Long term borrowings less repayments 361,163
General provident fund -135,481
Net cash inflow from financing activities 225,682
Net (decrease) in cash and cash equivalents (1,265,528)
Cash and cash equivalents at beginning of the period (3,981,000)
----------
Cash and cash equivalents at end of the period 26 (5,246,528)
==========
The annexed notes form an integral part of these accounts.
Sd/- Sd/-
CHAIRMAN DIRECTOR
NOTES TO THE ACCOUNTS FOR THE PERIOD DECEMBER 31, 1995 TO JUNE 30, 1996
1. Nature of business
1.1 Constitution and ownership
Pakistan Telecommunication Company Limited (PTCL) is a company established to undertake the telecommunication business
formally carried on by the Pakistan Telecommunication Corporation (PTC). The business was transferred to the company on
January 1, 1996 under the Pakistan Telecommunication (Reorganisation) Act, 1996 at which date it took over all the properties,
rights, assets, obligations and liabilities of PTC other than those transferred to National Telecommunication Corporation (NTC),
Frequency Allocation Board (FAB), Pakistan Telecommunication Authority (PTA) and Pakistan Telecommunication Employees
Trust (PTET). The company was incorporated on December 31, 1995 and commenced business on January 1, 1996.
1.2 Activities
PTCL is the principal supplier of telecommunication services in Pakistan. It owns and operates substantially all of the
telecommunication facilities in Pakistan and provides domestic and international telephone services all over Pakistan excluding
the armed forces, defence projects, federal and provincial governments and such other government agencies or institutions as the
Federal Government may specify.