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WorldCall Payphones Limited
Annual Report 2000
"WorldCALL Payphones Limited
will demonstrate quality in all
aspects of its business in a manner
to be seen as a way of life.
We are committed to always
remain ahead in delivering quality
products and services conforming
to the requirements of all our
internal and external customers."
CONTENTS
Company Information
Notice of Annual General Meeting
Chairman's Review
Directors' Report to the Shareholders
Auditors' Report to the Members
Balance Sheet
Profit and Loss Account
Statement of Cash Flows
Statement of Changes in Equity
Notes to the Accounts
Authentication of Financial Statements
Pattern of Shareholding
Company Information
Board of Directors
Salmaan Taseer Chairman/Chief Executive
Aamna Taseer
Mumtaz H. Syed
Mian Ehsan-ul-Haq
Maqbool Bin Hameed Mohammed Al-Saleh
Anwer A. Sheikh
Lt. Gen. (R) Humayun Khan Bangash
Sadiq Yousaf Yalmaz
Muhammad Shuaib Yousaf
Company Secretary
Muhammad Naveed Tariq
Auditors
Messrs. Taseer Hadi Khalid & Co.
Chartered Accountants
Legal Advisor
Messrs. S & L Law Associates
Advocates, Lahore
Bankers
Askari Commercial Bank Limited
Allied Bank of Pakistan Limited
First Women Bank Limited
Faysal Bank Limited
Muslim Commercial Bank Limited
Prime Commercial Bank Limited
Prudential Commercial Bank Limited
Standard Chartered Bank
Standard Chartered Grindlays Bank Limited
The Bank of Punjab
United Bank Limited
Union Bank Limited
Registrar and Shares Transfer Office
THK Associates (Pvt.) Limited
Ground Floor
Sheikh Sultan Trust Building No. 2
Beaumont Road
Karachi
Phone: (021) 5689021
Registered Office/Head Office
103-C/II, Gulberg-III
Lahore, Pakistan
Phone: (042) 5757591-4
Fax: (042) 5757590, 5714908
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the 5th Annual General Meeting of WorldCALL Payphones Limited will be held at Pearl
Continental  Hotel, Shahrah-e-Quaid-e-Azam, Lahore, on 13 November 2000 at 11:00 a.m. to transact the following business:
Ordinary business
1. To confirm the minutes of the last Annual General Meeting;
2. To receive, consider and adopt the financial statements of the company for the year ended 30 June 2000 together with the
Directors' and Auditors' reports thereon;
3. To approve, as recommended by the Directors, the issue of final Bonus Shares in the proportion of One Bonus Share for
each Four shares held i.e. 25% by capitalization of share premium account to the same extent. This is in addition to the
interim Bonus Shares of One million already issued by the company in October 1999 thus making a total bonus issue of
11,000,000 fully paid ordinary shares during the year;
4. To appoint auditors for the year ended 30 June 2001 and fix their remuneration;
Special business
5. To consider and if deemed fit, pass the following resolution as a Special Resolution with or without modification;
"RESOLVED that the Chief Executive of the Company be and is hereby authorized to make investments/advances in the
following associated companies and to liquidate such investments on behalf of the company from time to time in
accordance with the provisions of section 208 of the Companies Ordinance, 1984;
WorldCALL Wireless Ltd. Upto Rs. 100 million
WorldCALL Multimedia Ltd. Upto Rs. 80 million
WorldCALL Telecommunication Lanka (Private) Ltd. Upto Rs. 25 million
This authority shall remain in force until revoked by the shareholders".
"FURTHER RESOLVED that the Chief Executive of the Company be and is hereby authorized to negotiate terms and
conditions with the above associated companies, and to take all necessary steps, as may be necessary to invest/dis-invest
the above mentioned investments/advances and fulfill and legal, corporate and procedural formalities in connection
therewith";
6. To transact any other business with the permission of the Chair.
The statement under section 160(1)(b) of the Companies Ordinance, 1984 pertaining to the Special business is annexed
with this notice to the members.
By the order of the Board
Lahore (Muhammad Naveed Tariq)
23 October 2000 Company Secretary
Notes:
1. The Share Transfer Books of the Company will remain closed from 07 November 2000 to 13 November 2000 (both days inclusive). Transfers received at M/s.
THK Associates (Pvt.) Limited, Ground Floor, Sheikh Sultan Trust Building No. 2, Beaumont Road, Karachi, the Registrar and Share Transfer Office of the
Company at the close of the business on 06 November 2000 will be treated in time for purpose of the entitlement of Bonus Shares to the transferees.
2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and vote for him/her. Vote may be given either personally or by
proxy or in case of a Company/Corporation by a representative duly authorized. A proxy must be a member of the company.
3. In order to be valid, an instrument of proxy and the power of attorney or other authority (if any) under which it is singed, or a notarially certified copy of such power
of attorney, must be deposited at the registered office of the company, 103-C/II, Gulberg III, Lahore, not less than 48 hours before the time of the meeting.
4. An individual Beneficial Owner of CDC, entitled to attend and vote at this meeting, must bring his/her original NIC or Passport to prove his/her identity. In case of
proxy must enclose an attested copy of his/her NIC or Passport. Representative of corporate members should bring the usual documents required for such purposes.
5. Members are requested to notify and change in their registered address immediately.
6. Memorandum and Articles of Association of the investee companies are available for inspection at the Registered Office of the Company at 103-C/II, Gulberg-III,
Lahore.
STATEMENT UNDER SECTION 208 OF THE COMPANIES ORDINANCE, 1984
WorldCALL Wireless Limited
The Company was incorporated on 14 October 1999. The main objective of the company is to design, develop and implement
a payphone network based on wireless local loop technology under an O&M agreement with Pakistan Telecommunication
Company Limited (PTCL). WorldCALL Wireless Limited is the project company for developing 50,000 payphones nation
wide network using digital wireless local loop technology.
WorldCALL Multimedia Limited
The Company was incorporated on 09 June 2000. The main activity of the Company is to provide re-broadcasting of
international/national satellite terrestrial/wireless and cable television and radio signals using Hybrid Fiber Optic Coaxial
network along with providing broad band cable network infrastructure for internet and data transmission in Pakistan subject
to the government approval where necessary. The company is in the process of public offering of the shares to general public
and listing on Stock Exchanges.
WorldCALL Telecommunication Lanka (Private) Limited
The Company was incorporated on 14 October 1999 under the Laws governed by Sri Lanka. The main operation of the
company is to provide card-operated payphones and calling-card services in Sri Lanka. This project is a joint venture between
WorldCALL Payphones Limited, Pakistan and Hayleys Limited, Sri Lanka. Hayleys Group, which is one of the largest and
diversified business conglomerates in Sri Lanka. The Company holds permission from Board of Investment and
Telecommunication Regulatory Commission of Sri Lanka to acts as a reseller of telecommunication services in Sri Lanka.
STATEMENT UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE, 1984
This statement sets out the material facts pertaining to the special business to be transacted at the Annual General Meeting of
the company to be held on 13 November 2000.
The Company is fully authorized by its Memorandum of Association to make such investment/(s). The investment/(s) would
be made and dis-invested at such time/(s), as the Chief Executive may think appropriate on behalf of the Company. The
directors of the company have no interest in above companies except that they are shareholders/common directors. The
following are the material facts about the proposed special resolution:
Name of the investee company WorldCALL Wireless Limited
Nature, amount and extent Investment (from time to time) in Share Capital of the company
or otherwise upto Rs. 100 million
Price at which shares would be purchased At par Rs. 10/- for each ordinary share
Source of funds from where shares will be purchased Internal cash generation from the profitable operations of the
company is encouraging and funds will be available with the
company to finance the proposed investment
Period for which investment would be made As a long term investment
Purpose of Investment To achieve substantial growth in installation of payphones,
which is not possible due to the limitations of the PTCL network.
Benefits likely to accrue to the company and the share The company expects to receive substantial dividends/capital
holders from the proposed investments gains on the above investment.
Name of the investee company WorldCALL Multimedia Limited
Nature, amount and extent Investment (from time to time) in Share Capital of the company
or otherwise up to Rs. 80 million
Price at which shares would be purchased At par Rs. 10/- for each ordinary share
Source of funds from where shares will be purchased Internal cash generation from the profitable operations of the
company is encouraging and funds will be available with the
company to finance the proposed investment.
Period for which investment would be made As a long term investment
Purpose of Investment To utilize the internal cash generation in diversified activities.
Benefits likely to accrue to the company and the share Cable TV alongwith internet service have a high revenue
holders from the proposed investments potential in the market through which the company expects to
receive substantial dividends/capital gains on the investment
Name of the investee company WorldCALL Telecommunication Lanka (Private) Limited
Nature, amount and extent Investment (from time to time) is Share Capital of the company
or otherwise up to Rs. 25 million
Price at which shares would be purchased At par Sri Lankan Rupees (SLR) 10/- for each ordinary share
Source of funds from where shares will be purchased Internal cash generation from the profitable operations of the
company is encouraging and funds will be available with the
company to finance the proposed investment
Period for which investment would be made As a long term investment
Purpose of Investment Keeping in view the existing trend in the domestic market of
payphones the company intends to expand in the regional market
by benefitting from its technical expertise and experience gained
in the domestic telecommunication sector
Benefits likely to accrue to the company and the share To gain substantial returns and to attract more foreign investors
holders from the proposed investments and partners
Chairman's Review
It gives me immense pleasure to present the Audited Annual Report of WorldCALL Payphones Limited
for the financial year 2000. The financial year 2000 has witnessed the continuous growth of
WorldCALL and listing of its shares on the stock exchanges.
Pakistan's Telecom market continues to move towards deregulation and the focus of policy making is
shifting towards facilitating the private sector investment to act as a catalyst for catching the trends and
benefits in line with the telecommunication services in the developed markets. Pakistan
Telecommunication Authority (PTA), has offered various licenses for the telecommunication projects to
private sector this year. Additional avenues for private sector participation are expected to be opened to
meet the challenges of the technological advancement in telecommunications. With a teledensity of less
than 2.1, Pakistan lags far behind the developed world where advancement in basic and value added
telecommunication services has incredibly influenced economic growth and development.
With imminent deregulation and the end of PTCL's monopoly by year 2002, WorldCALL is well poised
to take the advantage of the situation. WorldCALL remains the only private sector telecommunication
company with projects in wireless payphones, internet, cable TV, prepaid calling cards etc. No other
private sector company is so well diversified and WorldCALL intends to become a dominant force in
the coming years.
Despite the prevalent economic depression and lack of direct investment in Pakistan, WorldCALL
continues to lend its hand to the Government of Pakistan to meet its objectives and is playing an
effective role in bringing investment in Pakistan and providing telecommunication services to the
general public. WorldCALL's commitment to invest in the telecommunications sector of Pakistan
reflects its confidence in the business opportunities that exist in the telecommunications sector.
It is indeed a great achievement for WorldCALL that within a short span of four years it has become a
leading value added telecom service provider from a payphone company. WorldCALL's success is
based on its timely recognition of investment opportunities and its commitment to understand the needs
of its customers by providing efficient solutions. WorldCALL's ability to satisfy its customers has
resulted into a strong brand equity that compliments WorldCALL in offering other value added services.
WorldCALL is equally proud to have a committed team of employees who share WorldCALL's vision to
be the premier telecommunication services provider.
Realising the potential of untapped opportunities that exist in the telecom sector in and outside Pakistan,
WorldCALL has created a core project development team consisting of telecom professionals with
technical, marketing, and operations background. To aid the development of various projects being
pursued, the project development team is also assisted by a team of dedicated corporate finance
professionals to provide financial acumen to the investment decisions.
The success of WorldCALL's Initial Public Offer for subscription of shares that received an
overwhelming response in the stock markets proved to be a landmark achievement for WorldCALL.
WorldCALL's IPO has heavily oversubscribed and was the first public issue of shares in the stock
markets of Pakistan after a gap of approximately 3 years, which clearly shows the investor confidence in
WorldCALL.
WorldCALL realises the importance of quality control and internal systems and is preparing for ISO
9002 certification. The implementation of quality controls and internal systems under ISO 9002 quality
standards would further enhance WorldCALL's efficiency and strength in the market.
WorldCALL launched its internet services in November 1999 from Lahore and has now expanded its
network to Islamabad. WorldCALL plans to have a nationwide availability of internet services in the
next few years. The internet project of WorldCALL is being implemented with technical collaboration
of Alcatel Pakistan Limited. WorldCALL is investing in its Cable TV services that recently began its
operations in Lahore. WorldCALL also intends to converge its services and plans to offer internet
services to its Cable TV subscribers in line with the trend in the developed telecommunication markets.
Internet services to Cable TV subscribers would enable the subscribers to have the advantage of faster
and efficient internet connectivity. Offering of Internet services on Cable TV network is subject to the
approval from PTA.
Significant advances have been made in the development of the 50,000 wireless local loop payphones
project for which the contract for equipment supply shall soon be awarded to an international equipment
supplier subject to spectrum allocation from Frequency Allocation Board. The project is being
implemented under an O & M Agreement with Pakistan Telecommunication Company Limited and will
enable WorldCALL to install and operate payphones where PTCL's existing network cannot reach due
to various impediments. The Wireless Payphones Project will also enable WorldCALL to reach out the
farthest areas where basic telephony services are not available and shall play an effective role in
development of rural areas in Pakistan.
Additionally, WorldCALL has also started its payphones operations through a joint venture arrangement
in Sri Lanka and shall soon be starting prepaid calling card services. WorldCALL Payphones has also
participated in a competitive tender by Omantel, Oman for installation, commissioning and
maintenance of 7,000 wireline and GSM payphones in Oman.
I am proud to state that WorldCALL Payphones has a professional management that is aware of the
shareholders' interest and strives to provide a maximum return to their investment. It is indeed due to the
sound management practices that we have a low employee turnover rate at WorldCALL Payphones. The
efficiency and business acumen of WorldCALL's management is also evident in our Audited Accounts
that show remarkable growth in revenues and profitability.
I am confident that with the support of our Board of Directors the management of WorldCALL
Payphones with its sound management and business skills will steer WorldCALL towards further
horizons of success.
I would like to congratulate the Board of Directors, the WorldCALL management will continue to steer
the company towards further success. I would also felicitate the efforts of our management and
employees who have been instrumental in our success for the year under review and look forward to
their continuous dedication, enthusiasm and hard word to meet the future objectives.
Salmaan Taseer
Chairman
Directors' Report to the Shareholders
The directors of WorldCALL Payphones Limited are pleased to present before the shareholders the fifth annual report
together with the company's audited accounts for the year ended 30 June 2000.
Operating Results
The year under review has been consistent with the company's performance for the previous year and the company went
through remarkable growth in terms of sales, profits and market share. The net sales of the company grew by 85.3% and were
over Rs. 302 million in comparison to Rs. 163 million last year. The profit after taxation also increased by 93% from Rs. 53.05
million for the year 1999 to Rs. 102.62 million in year 2000. The operating profit of the company has also improved further
from 39.4% to 41.2%.
From an installed base of 3,891 payphones at the end of financial year 1999, WorldCALL almost doubled its payphones by
installing additional 3,834 payphones and continued to remain one of the leading payphone operators in Pakistan. Your
company has thus successfully attained the target set out in the last year's report of crossing the 7,000 payphones. The plan
presented in the prospectus for installation of additional 8,000 phones during the upcoming 12 months period is under way.
Your company has installed 2,955 phones under the plan since the public issue money was received and the company intends
to install the remaining 5,045 phones in the next six months. This achievement is owed to the efficient utilization of available
resources and an aggressive and sustainable expansion.
WorldCALL maintained its technological advantage over its competitors and the company invested in a state of the art
network management system, P@ynet from Schlumberger, France, the major payphone supplier of WorldCALL. P@ynet
will enable WorldCALL in remote supervision of its payphone network and efficient alarm generating capability, hence
bringing additional quality service features in the operations of the company.
Future Outlook
Your company now aims at reaching out the more distant areas and plans to establish new offices for reaching the untapped
markets. This strategy of WorldCALL will be complimented by its existing nationwide network in major cities.
Whilst maintaining its focus on distinguishing WorldCALL service features through quality, the company also realises the
relevance of marketing as an effective way for enhancement in market share. WorldCALL has also planned a nationwide
marketing campaign for the year 2000, which would have an impact on WorldCALL's performance in the next few years and
would also result in adding value to WorldCALL's brand equity.
WorldCALL is continuing to prudently diversify its services by implementing new projects in the value added
telecommunications sector. In addition to investment by WorldCALL, a number of domestic and foreign investors are also
investing in these projects. This investor confidence is indeed a reflection of WorldCALL's ability to manage the businesses
while offering attractive rewards to its shareholders and partners in the projects.
WorldCALL launched its internet services in November 1999 from Lahore and has recently started its services in Islamabad.
The internet services are being provided by WorldCALL Dot Com (Pvt.) Limited that offers its services under the branch of
WorldCALL Online. WorldCALL Dot Com plans to have a nationwide availability of internet services in the next few years.
A Cable TV project by the name of WorldCALL Multimedia Limited has started its operations in Lahore. WorldCALL Dot
Com also plans to sell its services by using the blazing speed fibre optic cable network of WorldCALL Multimedia, subject to
approval from Pakistan Telecommunication Authority. The most modern technology will allow WorldCALL Multimedia a
much faster and reliable internet service to its subscribers.
The development of wireless local loop payphones project is at an advanced stage. A short list of technology and equipment
suppliers has been prepared with the help of WorldCALL's technical consultant for this project. The contract for equipment
supply shall soon be awarded, subject to allocation of spectrum by Frequency Allocation Board. A total investment of US$
90 million has been estimated for the project.
WorldCALL has entered into a joint venture arrangement with Hayleys Limited of Sri Lanka for its operations in Sri Lanka.
The test-marketing phase of the payphone operations has recently started and work is underway to launch a prepaid calling
card service as well.
WorldCALL Payphones has also participated in a competitive tender by Omantel, Oman, for the installation, commissioning
and maintenance of 7,000 wireline and GSM payphones in Oman. WorldCALL has participated in the tender along with
Schlumberger, France and OHI Telecommunications, Oman. WorldCALL consortium is one of the three short listed bidders
and is hopeful of winning the contract.
Similar opportunities in other developing countries with inadequate telecom infrastructure development are being pursued
and soon WorldCALL will carry out a feasibility study for starting payphone services in Yemen.
For the financial year 2001 WorldCALL aims to utilize its resources efficiently and invest in the latest technology to get an
edge over its competitors and provide the best solutions and services to its customers.
The directors have decided that from now onwards, quarterly accounts will be presented to the shareholders in order to keep
them updated with the affairs of the Company.
Appropriations
During the year under review, your company issued one million bonus shares amounting to Rs. 10 million. Subsequently,
22.9 million shares were issued and subscribed at a premium of Rs. 5 valuing Rs. 344.1 million. The financial results of the
Company are as under:
2000 1999
(Rupees) (Rupees)
Net profit after tax 102,620,259 53,048,794
Un-appropriated profit brought forward 4,962,144 6,913,350
------------------ ------------------
Profit available for appropriation 107,582,403 59,962,144
Interim Bonus shares issued during the year 10,000,000 55,000,000
------------------ ------------------
Un-appropriated profit carried forward 97,582,403 4,962,144
========== ==========
Bonus Shares
The Directors are pleased to recommended the issue of final Bonus Shares in the proportion of One Bonus Share for each Four
shares held i.e. 25% by capitalization of share premium account to the same extent. This is in addition to the interim Bonus
Shares of One million already issued by the company in October 1999 thus making a total bonus issue of 11,000,000 fully
paid ordinary shares during the year.
Chief Executive and Board of Directors
The board has appointed Mr. Salmaan Taseer as Chief Executive of the company for the term of next three years in their
meeting held on 31 December 1999.
The following Directors were elected in last Annual General Meeting held on 31 December 1999 for the term of next three
years:
Salmaan Taseer
Shaan Taseer
Mumtaz H. Syed
Mian Ehsan-ul-Haq
Sardar Ali Wattoo
Mohsin Mehdi
Sadiq Yousaf Yalmaz
Aamer Nasim Chishti
Muhammad Shuaib Yousaf
Subsequent to the election of the directors, Mr. Maqbool Bin Hameed Mohammad Al-Saleh, Mr. Anwer A. Sheikh, Lt.
Gen. (R) Humayun Khan Bangash and Mrs. Aamna Taseer were appointed as Directors of the Company in place of Mr.
Sardar Ali Wattoo, Mr. Aamer Nasim Chishti, Mr. Mohsin Mehdi and Mr. Shaan Taseer respectively upon their resignation.
Auditors
The present auditors Messers. Taseer Hadi Khalid and Co., Chartered Accountants shall retire and may be considered for re-
appointment for the year 2000-2001.
Earnings per Share
The Company has earned a handsome net profit in the year under review, which in turn yielded weighted average earning per
share of Rs. 4.35 as compared to Rs. 6.46 of the last year. However, the earning per share has decreased due to increase in
number of shares outstanding as the result of public issue in March 2000. The company actually received the subscription
money in April 2000 and the real benefits of public issue are expected in the next financial year.
Pattern of Shareholding
The pattern of shareholding is annexed.
Customers
Our customers remain our top most priority and it is only the success of this philosophy that WorldCALL has ventured into
other projects to serve its customers by providing a premier quality service.
Human Resources
The board acknowledges the fact that it is only the shared vision with its employees and their hard work and determination
that has given WorldCALL the stature of a leading telecom company of Pakistan. WorldCALL continues to rely on its
employees for its future expansions and believes in the mutual sharing of rewards that come due to the efforts and endeavors
of its employees.
For and on behalf of the Board
Lahore (Mumtaz H. Syed)
20 October 2000 Director
AUDITORS' REPORT TO THE MEMBERS OF WORLDCALL PAYPHONES LIMITED
We have audited the annexed balance sheet of WorldCALL Payphones Limited as at 30 June 2000 and the related profit and
loss account, cash flow statement and statement of changes in equity 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 purpose of our audit.
It is the responsibility of the company's management to establish and maintain a system of internal control, and prepare and
present the above said statements in conformity with the approved accounting standards and the requirements of the
Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit.