| The Hub Power Company Ltd |
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| Annual
Report 1998 |
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| CONTENTS |
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| Company
Information |
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| Notice
of Meeting |
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| Board
of Directors |
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| Chairman's
Review |
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| Report
of the Directors |
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| Auditors'
Report |
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| Profit
and Loss Account |
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| Balance Sheet |
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| Statement
of Changes in Financial Position |
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| Notes
to the Account |
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| Pattern
of Shareholding |
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| Shareholders'
Information |
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| COMPANY
INFORMATION |
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| Head Office: |
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3rd Floor, Islamic
Chamber Building |
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ST-2/A, Block-9, Clifton,
P.O. Box 13841 |
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Karachi-75600 |
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| Registered
Office: |
C/o Ford, Rhodes, Robson,
Morrow, |
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Premises No. 1 to 5,
Elahi Chambers, |
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C/o Ambassador Hotel
Building, |
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I&T Centre,
Khayaban-e-Suhrawardi., |
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Aabpara, P.O. Box 2388,
Islamabad. |
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| Company
Secretary: |
S. Khurshid Husain |
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| Principal
Bankers: |
Account Banks: |
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· National Development
Finance Corporation, Karachi |
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· Citibank N.A., Karachi |
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· The Bank of
Tokyo-Mitsubishi Limited, London |
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· The Sakura Bank
Limited, London |
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· Banco di Napoli
International S.A., Luxembourg |
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· ANZ Grindlays Bank
Limited, Karachi |
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Inter-Creditor Agent: |
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Citibank International,
plc, London |
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| Legal
Advisors: |
Linklaters & Paines,
London |
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Kabraji & Talibuddin,
Karachi |
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Rizvi Isa & Co.,
Karachi |
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| Auditors: |
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Ford, Rhodes, Robson,
Morrow |
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| Registrar: |
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Ford, Rhodes, Robson,
Morrow |
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| NOTICE
OF THE SEVENTH ANNUAL GENERAL MEETING |
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| Notice
is hereby given that the Seventh Annual General Meeting of the Company will
be held on Wednesday, |
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| December
16, 1998 at 2.00 p.m. at 250- B, Street No. 23, Sector E-7, Islamabad to
transact the following business: |
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| 1.
To confirm the minutes of the Sixth Annual General Meeting of the Company
held on September 17, 1997. |
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| 2.
To receive and adopt the Audited Accounts of the Company for the year ended
June 30, 1998 and the |
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| Directors'
& Auditors Reports thereon. |
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| 3.
To approve the Interim Dividend already paid @ 70% for the year ended June
30, 1998. |
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| 4.
To appoint Auditors and to fix their remuneration. |
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By Order of the Board |
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S. Khurshid Husain |
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| Karachi
- November 11, 1998 |
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Company Secretary |
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| NOTES: |
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| 1.
The Share Transfer Books of the Company will remain closed from December 04,
1998 to December 18, |
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| 1998
(both days included). |
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| 2.
A member entitled to attend and vote at the meeting may appoint a proxy in
writing to attend the meeting |
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| and
vote on the member's behalf. A proxy need not be a member of the Company. |
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| 3.
Duly completed forms of proxy must be deposited with the Company Secretary at
the Head Office of the |
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| Company
not later than 48 hours before the time appointed for the meeting. |
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| 4.
Shareholders are requested to notify any change in their address immediately. |
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| BOARD
OF DIRECTORS |
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| Mr.
S. K. Husain |
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| Chief
Executive |
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| Mr.
M. A. Alireza H. I. |
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| Chairman |
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| Other
directorships |
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| Xenel
Industries Limited |
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| &
other Xenel Group Companies |
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| Xenel
International Ltd |
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| Mr.
P. H. Smith |
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| Vice
Chairman |
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| Other
directorships |
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| Electra
Insurance Ltd. (Bermuda) |
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| National
Power International Holdings BV |
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| Kot
Addu Power Co. Ltd |
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| Tejo
Energia SA |
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| National
Power (Kot Addu) Ltd. |
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| Leicester
City PLC |
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| Leicester
City Football Club PLC |
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| Mr.
Y. Asahata |
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| Other
directorships |
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| Hub
Power Japan Corp. |
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| Mr.
P. F. Bennett |
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| Other
directorships |
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| Kot
Addu Power Co. Ltd |
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| Mr.
S. B. Gross |
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| Other
directorships |
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| Asia
Project Management |
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| Entergy
Pakistan Limited |
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| Nantong
Joint Venture |
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| Mr.
B. Chang |
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| Other
directorships |
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| Task
Technology Ltd |
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| Taisun
Group of Companies |
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| Asia
Petroleum Ltd |
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| Fauji
Oil Terminal Co. Ltd |
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| Pakistan
Power Ltd |
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| Mr.
C. R. W. Masterson |
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| Other
directorships |
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| National
Power Share Schemes Ltd |
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| De
Haviland Aircraft Museum Ltd |
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| Dr.
I. M. H. Preston C. B.E. |
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| Other
directorships |
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| Motherwell
Bridge Holdings Ltd |
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| Clydeport plc |
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| Deutsche
(Scotland) Ltd |
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| Scottish
Council for |
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| Development
& Industry |
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| Kot
Addu Power Co. Ltd |
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| Mr.
S. N. A. Shah |
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| Other
directorships |
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| Jahangir
Siddiqui & Co. Ltd |
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| Philips
Electrical Industries of Pakistan Ltd |
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| Forbes,
Forbes, Campbell & Co. (Private) Ltd |
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| National
Development Finance Corporation |
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| Refrigerators
Manufacturing Co. Pakistan Ltd |
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| Mr.
M. A. Tumbi |
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| Other
appointments |
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| General
Manager Finance, Xenel |
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| Mr.
R. A. Pritchard |
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| Other
appointments |
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| General
Manager, |
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| National
Power, UK |
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| Kot
Addu Power Co. Ltd. |
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| Mr.
P. J. Windsor |
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| Other
directorships |
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| American
National Power, Inc |
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| National
Power International Holdings BV |
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| National
Power International Ltd |
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| National
Power of America, Inc |
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| National
Power Polska Spolka z.o.o. |
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| National
Power (Kot Addu) Ltd |
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| Bizkala
Energia SL |
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| Mr.
M. B. Sheikh |
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| Nominee of |
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: |
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| National
Development |
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| Finance
Corporation |
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| Mr.
N. Pervaiz |
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| Nominee of |
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| Government
of Balochistan |
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| Mr.
D. V. Johns |
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| Nominee of |
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| Commonwealth
Development |
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| Corporation |
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. |
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: |
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| CHAIRMAN'S
REVIEW |
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| In
the name of God the Most Merciful and Most Benevolent. |
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| It
gives me great pleasure to introduce the Company's Report and Accounts for
the financial year ended June 30, 1998. |
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| Shortly
before the close of the financial year unsubstantiated allegations were made
that the Company had acted |
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| in
an improper manner including collusion, corruption and fraud in respect of
securing the approval of the Power |
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| Purchase
Agreement. |
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| Against
the backdrop of a faltering economy this internationally publicised assault
on the Company's integrity and |
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| reputation
obliged it to conduct its affairs and perform its contractual obligations
with extreme difficulty under |
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| increasingly
oppressive conditions. These included, in May 1998, restrictions on the
freedom of movement of its |
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| staff
and their families at the Power Station and subsequently, of the Company's
senior management and its |
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| Board
of Directors who were cited in Federal Investigation Agency First Information
Reports. The Company's |
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| income
has been restricted, its bank accounts were frozen and it was prevented from
repatriating any funds out |
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| of Pakistan. |
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| The
Company has strenuously denied any wrongdoing, is defending itself vigorously
in the High Court and the |
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| Supreme
Court and has commenced proceedings under the auspices of the International
Chamber of Commerce. |
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| The
Company is confident that it will be vindicated and that the outcome of the
arbitration will be favourable. |
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| This
past year was the first full year of the Company's commercial operation
during which the Power Station |
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| delivered
much needed electricity to The Water and Power Development Authority (WAPDA)
and contributed |
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| significantly
to reducing the load-shedding to a minimum. High efficiency rates were
achieved through regular |
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| scheduled
maintenance which was carried out on all four units during the year. The
Station generated 5,789 |
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| GWhrs
of electricity at the request of WAPDA. The cost of this electricity
delivered is the lowest in Pakistan when |
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| compared
with any existing oil-fired steam turbine plant owned by WAPDA. |
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| The
Hub Power Plant is operated in accordance with the highest international
standards and both the Power Plant |
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| and
its Operations & Maintenance (O&M) Contractor's procedures are
certified by International Standards |
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| Organisation
(ISO). As a result, the Plant has achieved very high availability rates. |
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| The
Company achieved significant financial milestones during the year. In July
1997, the financial health of the |
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| Company
allowed it to cancel the unutilised portion of its debt facilities sooner
than anticipated. In January 1998, |
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| the
Company repaid its first installment of principal besides making all interest
payments to Senior Lenders. In |
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| the
third quarter, the Company declared and paid its first interim dividend of
Rs.7.00 per share in line with |
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| expectations.
However, due to certain legal restrictions imposed on the Company which are
discussed in detail |
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| in
the Report and Accounts the Company was not able to declare a final dividend.
I am confident that these |
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| problems
will be solved to everyone's satisfaction soon. |
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| Hubco
is and remains a socially responsible Company. Various programmes have either
been completed or are |
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| in
progress to provide an opportunity to the local community to improve their
standards of living. In the recent |
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| past
the Company has brought electrification to several villages located in its
neighbourhood and it continues to |
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| support
infrastructural improvements. The Company has paid over Rs. 90 million in
Octroi to the local council during the year. |
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| The
Company is acutely aware of the needs of Pakistan and in particular of WAPDA.
With this in mind the Board did |
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| make
proposals to the Government of Pakistan which, had they been accepted; would
have resulted in significant |
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| savings
to WAPDA without adversely effecting the returns to shareholders. Despite
this the Company remains ready |
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| to
discuss any issues in respect of its tariff and in the meantime continues to
operate the Power Plant in accordance |
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| with
its obligations under its contracts. |
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| This
year has been a particularly difficult year for the Company's employees and I
would like to take this |
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| opportunity
to thank them all for their support, hard work and dedication to the Company.
I am confident that their |
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| continued
contribution and the determined resolve of the Board of Directors will
provide the means of ensuring that |
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| the
Company regains its standing as the flagship of independent power production
in Pakistan. |
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|
Mohamed A. Alireza |
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|
Chairman |
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| REPORT
OF THE DIRECTORS |
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| The
Directors have pleasure in presenting the Annual Report and the Accounts for
the year ended June 30, 1998. |
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| Principal
Activities |
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| The
principal activities of the Company are to own, operate and maintain an oil
fired power station with a net |
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| capacity
of 1200 MW. The period covered by this report was the first full year of
operation. |
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| Finance |
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| Turnover
for the year was Rs. 25,682 million and operating costs were Rs. 11,728
million resulting in a net profit |
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| of
Rs. 10,808 million. |
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| The
Company drew Rs. 137 (1997: Rs. 4,815) million from its several debt
facilities and subsequently cancelled |
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| all
its undrawn commitments on July 10, 1997. On January 12, 1998 the Company
repaid the first installment of |
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| senior
debt principal amounting to Rs. 1,535 million to its senior lenders. |
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| The
Company has throughout fulfilled its obligations under its various contracts
and continues to do so. |
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| Operations |
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| The
Plant in general was operated to a very high standard achieving a thermal
efficiency rate of 38.09% and an |
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| availability
rate of 88.9%. Electricity generated in the year amounted to 5,789 GWhrs. |
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| In
October 1997, Unit 2 was taken out of service due to a failure of a cast
valve in the main steam supply system |
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| to
the Turbine. The repair work was carried out under an extended warranty and
all costs arising were borne by the |
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| equipment
supplier. |
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| The
Unit was returned to service at the end of December 1997. Similar components
on other Units have also |
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| been
checked and necessary remedial work has been undertaken. |
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| Social
Action and Environment |
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| The
Company is committed to the development and uplift of the people living near
the Plant in particular in Hub |
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| in
the Province of Balochistan. In this regard, the Company continued to support
the Balochistan Rural Support |
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| Programme,
a self help poverty alleviation scheme, amongst other social activities. In
Hub, the Operations & |
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| Maintenance
Contractor runs a mobile dispensary to 18 villages and provides basic medical
services. |
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| The
Plant continues to operate within the local and international guidelines for
emission and waste. In May 1998, |
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| at
the International Health and Safety Exhibition in Birmingham, England, the
Power Station earned the RoSPA |
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| Gold
Award on the attainment of level 2 rating in the Quality Safety Audit. |
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| Year
2000 Compliance |
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| The
Company takes very seriously the unparalleled challenge that all businesses
in the world face between now |
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| and
the Year 2000 arising from the first century date change the computerised
world will experience. There are |
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| numerous
anticipated consequences of the Year 2000 problem. |
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| The
Company is addressing this challenge by adopting the British Standards
Institute (BSI) definition of Year |
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| 2000
Compliance. A Year 2000 Programme Office has been established which provides
a framework and monitors |
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| progress
of the initiative. The Company's current intention is to be Year 2000
compliant by the end of the next |
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| financial year. |
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| Litigation |
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| During
the year, a Constitutional Petition was filed in the Lahore High Court
against the Company under Article |
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| 199
of the Constitution of Pakistan. The petitioner challenged the decision of
the Government and WAPDA to |
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| enter
into the Power Purchase Agreement (PPA) on the grounds that the tariff was
discriminatory in favour of the |
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| Company.
At the request of the petitioner, the Lahore High Court issued interim orders
which were subsequently |
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| amended
by the Supreme Court of Pakistan. The effect of the modified orders is to
restrict the Capacity Purchase |
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| Price
payable to the Company to Rs. 845 million per month and to restrain the
Company from utilising or distributing |
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| for
the benefit of the Company's shareholders the amount representing the profit
available for appropriation as |
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| reflected
in the profit and loss during 1997-98. At the time of modifying the orders of
the Lahore High Court, the |
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| Supreme
Court also directed the Lahore High Court to dispose of the writ petition by
the end of December 1998. |
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| The
Company believes that the petition is wholly without merit. The petition is
being contested vigorously and the |
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| Company
expects that the case will be decided in its favour. |
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| The
Company has also commenced arbitration proceedings against WAPDA in the
International Court of Arbitration |
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| of
the International Chamber of Commerce seeking a declaration that the Power
Purchase Agreement is valid and |
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| binding
on WAPDA. This action has been enhanced to also embrace WAPDA's subsequent
notice of 11.10.1998 |
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| purporting
to cancel unilaterally the Supplemental Deed dated 16.11.1993 and amendments
Nos. 1 and 2 of the |
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| Power
Purchase Agreement. |
|
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| The
WAPDA notice alleged that each of the Supplemental Deed and Amendments Nos. 1
and 2 of the PPA were |
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| procured
by unlawful means. In refuting the allegations the Company has issued Notices
to WAPDA under the |
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| PPA
which could result in the termination of the PPA. In the event of such
termination the shareholders of the |
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| Company
would be entitled to compensation based upon the formulae set out in the PPA. |
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| The
Company is involved in certain other legal proceedings in the normal course
of business. It is the opinion of |
|
| the
Company that none of the pending litigation is expected to have a material
adverse effect on its results or |
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| operations
or financial position. |
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| Appropriations |
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| In
February 1998 the Board of Directors declared an Interim Dividend of Rs. 7.00
per share which was paid to the |
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| shareholders
in April 1998. Whilst the performance as a whole for the year merit further
shareholder reward the |
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| ongoing
litigation and the restriction imposed by the Supreme Court of Pakistan
places the directors in a position |
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| where
they are unable to recommend a final dividend. |
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|
| Board
of Directors |
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| The
current members of the Board are listed on Page 4. During the year the
changes were as follows: |
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| Mr.
C. J. Brown III (Retired w.e.f. 17.09.1997) |
Mr. S. B. Gross (Elected in the 6th |
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| Nominee,
Entergy Pakistan Ltd |
|
Annual General Meeting
held on |
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|
17.09.1997) |
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|
Nominee, Entergy Pakistan
Ltd |
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| Mr.
S. J. K. Wheeler (Retired w.e.f. 17.09.1998) |
Mr. R. A. Pritchard (Elected in the |
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| Nominee,
National Power International |
|
6th Annual General
Meeting held on |
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| Holdings,
B.V. |
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|
17.09.1997) |
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|
Nominee, National Power
International |
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|
Holdings, B.V. |
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| Mr.
S. A. Hussain (Resigned w.e.f. 20.05.1998) |
Cap. (Retd) N.M. Khan |
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| Nominee,
Government of Balochistan |
|
(Appointed w.e.f.
20.05.1998) |
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|
Nominee, Government of
Balochistan |
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| Mr.
S. Potter (Resigned w.e.f. 20.05.1998) |
|
Mr. D. V. Johns |
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| Nominee,
C. D.C. |
|
(Appointed w.e.f.
17.06.1998) |
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|
|
Nominee, C. D.C. |
|
|
|
|
| Cap.
(Retd) N.M. Khan (Resigned w.e.f. 18.06.1998) |
Mr. A. A. Baloch |
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| Nominee,
Government of Balochistan |
|
(Appointed w.e.f.
14.07.1998) |
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|
|
Nominee, Government of
Balochistan |
|
|
| Mr.
Z. Iqbal (Resigned w.e.f. 27.08.1998) |
|
Mr. M. B. Sheikh |
|
| Nominee,
N. D. F.C. |
|
(Appointed w.e.f.
04.09.1998) |
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|
Nominee, N. D. F.C. |
|
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|
|
| Mr.
A. A. Baloch (Resigned w.e.f. 25.09.1998) |
Mr. N. Pervaiz |
|
| Nominee,
Government of Balochistan |
|
(Appointed w.e.f.
14.10.1998) |
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|
|
|
Nominee, Government of
Balochistan |
|
|
|
|
| Mr.
D. M. Woodroffe - Chief Executive |
|
Mr. S. K. Husain - Chief Executive |
|
| (Retired
w.e.f. 31.10.1998) |
|
(Appointed w.e.f.
12.11.1998) |
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|
| Auditors |
|
| The
retiring auditors Messrs. Ford, Rhodes, Robson, Morrow, Chartered Accountants
being eligible offer |
|
| themselves
for re-appointment. |
|
|
| Shareholding
Pattern |
|
| A
statement reflecting the distribution of shareholding is attached with this
report. |
|
|
|
|
By Order of the Board |
|
|
|
|
|
|
|
|
|
S. K. Husain |
|
| Karachi-
November 12, 1998 |
|
Chief Executive |
|
|
|
| AUDITORS'
REPORT TO THE MEMBERS |
|
|
| We
have audited the annexed balance sheet of The Hub Power Company Limited as at
June 30, 1998 and the |
|
| related
profit and loss account and statement of changes in financial position,
together with the notes forming part |
|
| thereof,
for the year then ended 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 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 changes in financial position,
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, 1998 |
|
| and
of the profit and the changes in financial position for the year then ended; |
|
|
| (d)
in our opinion no Zakat was deductible at source under the Zakat and Ushr
Ordinance, 1980; and |
|
|
|
| (e)
without qualifying our opinion, we draw attention to the contents of notes
17.4 and 19 relating to a constitutional |
|
| petition
filed in the Lahore High Court, WAPDA's cancellation notice with respect to
certain amendments in |
|
| the
Power Purchase Agreement and assessments raised by the Central Board of
Revenue; the ultimate |
|
| outcome
of these matters cannot presently be determined, and no provision for any
liability that may result |
|
| has
been made in the accounts. |
|
|
|
|
Ford, Rhodes, Robson, Morrow |
|
| Karachi
- November 12, 1998 |
|
Chartered Accountants |
|
|
|
|
| PROFIT
& LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 1998 |
|
|
|
|
1998 |
1997 |
|
|
|
Note |
(Rs. '000s) |
(Rs. '000s) |
|
|
|
|
|
| Turnover |
|
|
25,681,747 |
18,308,284 |
|
|
| Operating
costs |
|
3 |
(11,727,580) |
(8,924,878) |
|
|
|
|
--------------- |
--------------- |
|
|
| GROSS
PROFIT |
|
|
13,954,167 |
9,383,406 |
|
|
| Selling,
general and administration expenses |
4 |
(263,057) |
(110,652) |
|
|
|
|
--------------- |
--------------- |
|
|
| OPERATING
PROFIT |
|
|
13,691,110 |
9,272,754 |
|
|
| Other income |
|
5 |
1,581,522 |
414,962 |
|
|
|
|
--------------- |
--------------- |
|
|
|
|
|
15,272,632 |
9,687,716 |
|
|
| Other
expenses |
|
6 |
(154,638) |
(164,098) |
|
|
| Financing
costs |
|
7 |
(4,310,057) |
(2,183,296) |
|
|
|
--------------- |
--------------- |
|
|
| NET
PROFIT FOR THE YEAR |
|
10,807,937 |
7,340,322 |
|
|
| Unappropriated
profit brought forward |
|
7,340,322 |
-- |
|
|
|
--------------- |
--------------- |
|
|
| Profit
available for appropriation |
|
18,148,259 |
7,340,322 |
|
|
| Appropriations: |
|
|
|
|
| Interim
dividend @ Rs. 7.00 per share |
|
(8,100,081) |
-- |
|
|
|
|
--------------- |
--------------- |
|
|
| Unappropriated
profit carried forward |
|
10,048,178 |
7,340,322 |
|
|
|
========== |
========== |
|
|
| EARNINGS
PER SHARE (RUPEES) |
|
9.34 |
6.34 |
|
|
|
|
========== |
========== |
|
|
|
|
|
|
| The
annexed notes form an integral part of these accounts. |
|
|
|
S. K. Husain |
|
D.V. Johns |
|
|
Chief Executive |
|
Director |
|
|
|
|
| BALANCE
SHEET AS AT JUNE 30, 1998 |
|
|
|
|
1998 |
1997 |
|
|
|
|
Note |
(Rs. '000s) |
(Rs. '000s) |
|
|
| TANGIBLE
FIXED ASSETS |
|
|
|
|
|
|
| Operating
fixed assets |
|
8 |
45,422,010 |
46,944,038 |
|
|
| Capital
work-in-progress |
|
9 |
28,427 |
21,763 |
|
|
|
|
|
|
|
| LONG
TERM DEPOSITS, PREPAYMENTS AND |
|
|
|
| DEFERRED
COSTS |
|
10 |
5,382,626 |
2,987,898 |
|
|
| CURRENT
ASSETS |
|
11 |
12,509,242 |
12,238,461 |
|
|
|
|
--------------- |
--------------- |
|
|
|
|
63,342,305 |
62,192,160 |
|
|
|
|
========== |
========== |
|
|
| SHARE
CAPITAL AND RESERVE |
|
|
|
|
| Share capital |
|
|
|
|
|
|
| Authorised,
issued, subscribed and paid-up |
12 |
11,571,544 |
11,571,544 |
|
|
| Reserve |
|
|
|
|
|
|
| Unappropriated
profit |
|
|
10,048,178 |
7,340,322 |
|
|
|
|