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