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Mari Gas Company Limited
Annual Report 2001
CONTENTS
Company Information
Financial Highlights
Notice of Meeting
Board of Directors
Directors' Report
Key Personnel
Auditors' Report to the Members
Balance Sheet
Profit & Loss Account
Cash Flow Statement
Statement of Changes in Equity
Notes to the Accounts
Ten Years at a Glance
Pattern of Shareholding
Company Information
Legal Advisors
Orr Dignam & Company
Khan & Piracha
Auditors
A.F. Ferguson & Company
Chartered Accountants
Bankers
ABN AMRO Bank N.V.
Allied Bank of Pakistan Limited
Askari Commercial Bank Limited
Citibank N.A.
Habib Bank Limited
National Bank of Pakistan
Emirates Bank International
Registered Office
21-Mauve Area, 3rd Road,
Sector G-10/4,
Islamabad.
Financial Highlights
Revenue Rs Million 10,505.13 9,094.20
Government Levies Rs Million 9,820.34 8,421.77
Profit before tax Rs Million 282.14 284.85
Profit after tax Rs Million 191.59 198.73
Dividend per share Rs 2.25 2.25
Tangible Fixed Assets (at Cost) .Rs Million 3,137.55 2,188.96
Number of shares issued and subscribed Million 36.75 36.75
Notice of Annual General Meeting
Notice is hereby given that the Seventeenth Annual General Meeting of the Shareholders of Mari Gas Company
Limited will be held on Thursday, December 27, 2001 at 09:00 a.m. at 21-Mauve Area, 3rd Road, Sector G-10/4,
Islamabad to transact the following business:
Ordinary Business
1. To receive, consider and adopt the audited accounts of the Company for the year ended June 30, 2001
together with the Directors and Auditors' reports thereon.
2. To appoint auditors for the year 2001-2002 and fix their remuneration.
Special Business
To consider and adopt the following Special Resolutions:
1. INCREASE IN AUTHOR1SED CAPITAL OF THE COMPANY
"RESOLVED that the authorized share capital of the Company be and is hereby increased from Rs 500,
000,000 (Rupees Five Hundred Million Only) to Rs 2,500,000,000 (Rupees Two Thousand Five Hundred
Million Only) divided into 250,000,000 (Two Hundred Fifty Million Only) Shares of Rs 10/- each by the
creation of 200,000,000 (Two Hundred Million Only) new shares of the nominal value of Rs 10/- each to rank
pari passu in every respect with the existing shares of the Company."
FURTHER RESOLVED that Clause V of the Memorandum of Association of the Company be and is hereby
amended to read as follows:
"The authorized share capital of the Company is Rs 2,500,000,000 (Rupees Two Thousand Five Hundred
Million Only) divided into 250,000,000 (Two Hundred Fifty Million Only) Shares of Rs 10/- each, with the
rights and privileges and conditions attaching thereto as are provided or contemplated by the Articles of
Association of the Company for the time being, with power to increase and reduce the capital of the Company
and to divide the shares into several classes."
FURTHER RESOLVED that Article 5 of the Articles of Association of the Company be and is hereby amended
to read as follows:
"The authorized share capital of the Company is Rs 2,500,000,000 (Rupees Two Thousand Five Hundred
Million Only) divided into 250,000,000 (Two Hundred Fifty Million Only) Shares of Rs 10/-each."
2. DIRECTOR'S REMUNERATION
RESOLVED that Article 69 of the Articles of Association of the Company be and is hereby amended to read
as under:
"69. The remuneration of a director for attending meetings of the Board shall from time to time be determined
by the Directors, provided that neither the Chief Executive nor any Director employed in whole time
remunerated service with the Company shall be entitled to any payment for attending any meetings of the
Board. A director may also be paid traveling, hotel and other expenses properly incurred by him in attending
and returning from Meetings of the Directors or any Committee of Directors or General Meetings of the
Company or in connection with the business of the Company."
Statement under Section 160(1)(b) of the Companies Ordinance, 1984:
(i) The Directors have recommended an increase in the authorized capital of the Company from Rupees Five
Hundred Million to Rupees Two Thousand Five Hundred Million in order to facilitate the issue of further
capital for the reasons specified herewith.
(ii) The Company is planning to undertake the development of new Gas discovery of Goru B reservoir as well
as the development of Phase VI of existing Habib Rahi reservoir in Mari Gas Field. The execution of these
proposed plans would involve investment of substantial funds.
(iii) Under the provisions of our Gas Price Agreement (GPA), the planned projects would be finance through commercial loans
and equity contribution in the debt-equity ratios of 70:30. The present level of Authorized Capital at Rs 500 million (with the
remaining margin for paid up capital of only Rs 132.5 million) would not be adequate to raise the equity contribution and secure
commercial loans to the extent required for the projects.
(iv) It is imperative that Company's Capital be increased to maintain the debt-equity ratio at 70:30 for securing commercial loans
for the completion of development of proposed projects, which will increase the substantial Gas Production.
(v) At time of incorporation of the Company a ceiling of Rs 500 was fixed by way of remuneration to directors for attending meetings
in accordance with corporate practice at the time. However, the ceiling fixed in the Articles of Association is no longer reasonable
in view of growing inflation. Consequently, amendment in Article 69 is required to allow the Board to fix the remuneration of
directors for attending meetings in accordance with practice prevalent from time to time.
(vi) There is no personal interest of directors & their relatives in increasing the authorized capital of Company. However the directors
other than chief executive who is employed in whole time, have the interest in increasing the remuneration of a director for
attending the meeting of Board.
(vii) Material information related to the affairs of the Company is given in the Annual Report-2001.
By order of the Board
Islamabad, Khurram Khan
November 16, 2001 Company Secretary
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy. The instrument of proxy duly executed in accordance
with the Articles of Association of the Company must be deposited at the Registered Office of the Company at Islamabad, at least 48 hours
before the time of holding the meeting.
2. Shareholders are requested to promptly notify the Company of any change in their addresses.
Beneficial Owners in Central Depository Company of Pakistan Limited
3. In case of individuals, the account holders/sub account holders and/or the persons whose securities are in group account shall authenticate
their identity by showing original National Identity Card (NIC) at the time of attending the meeting.
4. In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature of the nominee shall be produced
at the time of the meeting.
5. The proxy form shall be witnessed by two persons whose names, addresses and NIC numbers shall be mentioned on the form.
Directors' Report
CHAIRMAN CHIEF EXECUTIVE
Lt Gen Muhammad Maqbool (Retd) Lt Gen Khalid Nawaz Mallik (Retd)
Managing Director Managing Director
Fauji Foundation Mari Gas Company Limited
DIRECTOR DIRECTOR
Brig Muhammad Saeed Baig (Retd) Brig Muhammad Akram Ali Khan (Retd)
Director P&D Director Sugar
Fauji Foundation Fauji Foundation
DIRECTOR DIRECTOR
Brig Karam Dad (Retd) Mr. Qaiser Javed
Director P&A Director Finance
Fauji Foundation Fauji Foundation
DIRECTOR DIRECTOR
Mr. M. Jehangir Bashar Mr. Muhammad Iqbal Awan
Joint Secretary development Financial Advisor,
Government of Pakistan Government of Pakistan
DIRECTOR DIRECTOR
Mr. Khalid Nasim Major General Parvez Akmal
Director General Gas, Managing Director
Government of Pakistan OGDCL
DIRECTOR DIRECTOR
Mr. Najam K. Hyder Mr. Shamim Ahmad Bhatti
Executive Director Corporate Acting GM (Production / Projects)
OGDCL OGDCL
DIRECTOR DIRECTOR
Mr. Tariq Iqbal Khan Mr. Abdul Rehman
Chief Executive Businessman
NIT
COMPANY SECRETARY
Mr. Khurram Khan
The Directors take pleasure in presenting their report together with the audited accounts of the Company
and the Auditors' report thereon for the year ended June 30, 2001.
Operations
The Company continued un-interrupted gas supply throughout the year under review to all its customers
namely, Engro Chemical Pakistan Ltd, Fauji Fertilizer Company Ltd, Pak Saudi Fertilizers Limited, Sui
Southern Gas Company Limited and Water and Power Development Authority (WAPDA). The cumulative
gas produced during the year ended June 30, 2001 was 147,647.195 million standard cubic feet (MMSCF)
as against 146,938.927 (MMSCF) during the corresponding period of 1999-2000. The daily average gas
production for the year was 404.512 MMSCF as compared to 401.472 MMSCF of last year.
The gas allocation to fertilizer companies for producing fertilizer and to WAPDA for power generation
remained the same during the year at 336 MMSCF per day and 90 MMSCF per day respectively.
Regular maintenance of production facilities was carried out as per good gas field practices through out
the year and special care was taken to prevent water conning and loss in production through effective
reservoir management.
Future Challenges
With the discovery of gas established through exploratory drilling in the deeper horizon (Goru B Sands)
the Company undertook an appraisal programme to assess the extent of the deep gas reservoir. Based on
the processing and interpretation of seismic data six deep appraisal wells were drilled. Four of the six wells
drilled are gas producers. The two dry deep wells will be used as Habib Rahi producers. Although the
commerciality of the discovery has been approved by the Government yet due to unsatisfactory results
of the last two appraisal wells, Company's plan to produce gas on EWT (extended well testing) basis has
been temporarily deferred. A 3D Seismic Survey and drilling of few more appraisal wells will be required
before full development of the deep reservoir can be undertaken. Phase-I of the 3D Seismic Survey is
expected to commence shortly.
For effective reservoir management, the Company is initiating Development Phase VI of the Shallow Habib
Rahi Reservoir. The project has been approved by Company's Board of Directors. Scope of the project
includes drilling of seventeen shallow gas production wells and conducting a Compression Study. The
additional wells and installation of compression are essential for enhanced gas recovery, maintenance of
desired pressure for fertilizer plants without which urea production can not be sustained and for
homogeneous depletion of the field.
Exploration Activities
The Board of Directors are pleased to inform that the Company has been allowed to enter into exploration
activities outside Mari Gas Field. The company is authorized to incur expenditure not exceeding the Rupee
equivalent of US $ 20,000,000 (United States Dollars Twenty Million) per annum or 30% of the Company's
annual gross sales revenue as disclosed in the last Audited Accounts, whichever is less in connection with
exploration and development in any Concession Area other than Mari Field, either independently or as
joint ventures provided, that if such exploration and development result in additional oil and gas production,
the revenues generated from such additional oil or gas production shall be credited to GPA.
Return to the Shareholders
It is also a great pleasure to inform that the guaranteed return to the shareholders of the Company has
been increased from 22.5% per annum to 30% per annum with effect from July 01, 2001. The shareholders
are also entitled to further increase in return on incremental gas production from the present level of 425
MMSCFD (at the rate of 1% for every 20 MMSCFD of gas or equivalent oil produced, prorated for part
thereof on annual basis) subject to maximum of 45% per annum.
Financial Results
The profit and appropriations for the year are as follows:
Rs'000
Profit
- Profit for the year under review after taxation 191,587
- Unappropriated profit brought forward 593,027
------------------
784,614
Appropriation
- First Interim Dividend @ 15% per share declared in February 2001 55,125
- Second Interim Dividend @ 7.5% per share declared in June 2001 27,563
------------------
Total Dividend for the year 82,688
- Transferred to Undistributed Percentage Return Reserve 13,326
------------------
Un-appropriated profit carried forward 688,600
==========
Directors
The following persons were elected as directors for a three-year term, under the provisions of the Companies
Ordinance, 1984, at the Extraordinary General Meeting held on June 21, 2001:
1. Lt Gen Muhammad Maqbool (Retd)
2. Lt Gen Khalid Nawaz Mallik (Retd)
3. Brig Muhammad Saeed Baig (Retd)
4. Brig Muhammad Akram Ali Khan (Retd)
5. Brig Karam Dad (Retd)
6. Mr. Qaiser Javed
7. Mr. Abdul Rahman
8. Mr. Istaqbal Mehdi
The three nominee directors of each the Government of Pakistan and Oil & Gas Development Company Limited, not being
subject to election, continued to be the members of the Board. Mr. Munir Ahmad and Mr. Abdus Sattar resigned from the
directorship with effect from November 02, 2000. These vacancies were filled by Mr. Muhammad Jehangir Bashar and Mr.
Muhammad Iqbal Awan as nominees of Government of Pakistan. Subsequent to the election of directors, following directors
resigned from the Company's Board of Directors:
1. Mr. Shahid Ahmad
2. Mr. F.Q. Usmani
3. Mr. Istaqbal Mehdi
These vacancies were filled by
1. Mr. Khalid Nasim
2. Mr. Shamim Ahmad Bhatti
3. Mr. Tariq Iqbal Khan
I wish to record the Board's appreciation for the valuable contributions and services rendered by all the outgoing directors
during their tenure. I also extend warm welcome to the incoming directors.
Auditors
The present auditors, Messers A.F. Ferguson & Company, Chartered Accountants, retire and being eligible offer themselves
for re-appointment as auditors of the Company.
Human Resources
Relations between the Management and the workers continued to be cordial and are expected to remain so in the future.
Welfare Activities
The Company continues to maintain its regular welfare activities for the local community in the vicinity of Mari Gas Field.
Pattern of Shareholding
A statement showing the pattern of shareholding in the Company as at June 30, 2001 is attached.
Acknowledgement
The board of directors would like to express their appreciation for the efforts and dedication of all officers and staff of the
Company which enabled the management to run the Company efficiently during the year. The board also wish to express
their appreciation for continued assistance and cooperation received from the local administration at Daharki, various
departments of Federal Government particularly the Ministry of Petroleum and Natural Resources and the Ministry of Finance
in respect of matters relating to Company's operations, and cooperation extended by Fauji Foundation and Oil & Gas
Development Company Ltd.
For and on behalf of the Board
Lt Gen Muhammad Maqbool (Retd)
Chairman
Key Personnel
Brig Tariq Masood Khan Niazi (Retd)
General Manager Admin & Human Resources
Parveiz Usman
General Manager Finance
Dr. Syed M. Ahmad
General Manager Exploration
Muhammad Ali Mughal
M. Liaquat Ali Khan
Asif Ali Rangoonwala
Muhammad Ajmal Abbasi
Tariq Z. Kitchlew
Muhammad Asif
Muhammad Aqib Anwer
Lt Col Manzoor Iqbal Awan (Retd)
Lt Col M. Shahid Abbas (Retd)
Muhammad Ali Mughal
Manager Operations
Muhammad Liaquat Ali Khan
Mari Field Manager Daharki
Asif Ali Rangoonwala
Resident Manager Karachi
Khurram Khan
Company Secretary
Muhammad Ajmal Abbasi
Manager Reservoir
Tariq Z. Kitchlew
Manager Planning & Development
Muhammad Asif
Manager Accounts
Muhammad Aqib Anwer
Manager Audit
Lt Col Manzoor Iqbal Awan (Retd)
Manager Human Resources
Lt Col M. Shahid Abbas (Retd)
Acting Manager Administration
Col Amjad Javed (Retd)
Manager Procurement
Auditors' Report to the Members
We have audited the annexed balance sheet of Mari Gas Company Limited as at June 30, 2001 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 purposes 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.
We conducted our audit in accordance with the auditing standards as applicable in Pakistan. These standards
require that we plan and perform the audit to obtain reasonable assurance about whether the above said
statements are free of any material misstatement. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the above said statements. An audit also includes assessing the
accounting policies and significant estimates made by management, as well as, evaluating the overall
presentation of the above said statements. We believe that our audit provides a reasonable basis for our
opinion and, after due verification, 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 the requirements of
Mari Gas Well Head Price Agreement dated December 22, 1985 where its requirements
are not consistent with the requirements of 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, cash flow statement and statement of changes
in equity together with the notes forming part thereof conform with approved accounting
standards as applicable in Pakistan, and, give the information required by the Companies
Ordinance, 1984, and the Agreement referred to in (b)(i) above 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, 2001
and of the profit, its cash flows and changes in equity for the year then ended; and
(d) in our opinion Zakat deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII
of 1980), was deducted by the Company and deposited in the Central Zakat Fund established
under section 7 of that Ordinance.
Islamabad A. F. Ferguson & Co.
November 14, 2001 Chartered Accountants
Balance Sheet as at June 30, 2001
Note 2001 2000
(Rupees in thousand)
SHARE CAPITAL, RESERVES AND SURPLUS
Authorized capital
50,000,000 ordinary shares of Rs 10 each 500,000 500,000
========== ==========
Issued, subscribed and paid-up capital 3 367,500 367,500
General reserve 2,046 2,046
Undistributed percentage return reserve 4 70,507 57,181
Profit and loss account 5 688,600 593,027
------------------ ------------------
1,128,653 1,019,754
REDEEMABLE CAPITAL AND ACCRUED MARK-UP 6 -- 50,027
LONG TERM LOANS AND DEFERRED LIABILITIES
Long term loans 7 847,546 41,296
Employees' retirement benefits 3,098 2,387
Deferred credits 8 114,066 74,717
------------------ ------------------
964,710 118,400
CURRENT LIABILITIES
Current maturity of - redeemable capital
and accrued mark-up 6 50,027 88,907
- long term loans 7 41,296 82,588
Accrued and other liabilities 9 2,721,225 1,770,497
------------------ ------------------
2,812,548