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The Hub Power Company Limited.
Annual Report 2001
Contents
Company Information
Notice of Meeting
Board of Directors
Chairman's Review
Report of the Directors
Auditors' Report
Profit and Loss Account
Balance Sheet
Cash Flow Statement
Statement of Changes in Equity
Notes to the Financial Statements
Pattern of  Shareholding
Shareholders Information
COMPANY INFORMATION
Head Office: 3rd Floor, Islamic Chamber of Commerce Building,
ST-2/A, Block-9, Clifton, P.O. Box No. 13841,
Karachi-75600
E.mail: info @ hubpower.com
Website: http://www.hubpower.com
Registered Office: C/o Ford, Rhodes, Robson, Morrow,
Premises No. I to 5, Elahi Chambers,
C/o Ambassador Hotel Building,
I&T Centre, Khayaban-e-Suharwardi,
Aabpara, P.O. Box No. 2388, Islamabad.
Islamabad Office: Sardar M. Yusuf Khan, Corporate Affairs Advisor
250-B, Street No. 23, Sector E-7, Islamabad.
Management: Mr. Vince R. Harris, Chief Executive
Mr. Paul F. W. Chapman, Operation Director
Mrs. Huma Pasha, Chief Internal Auditor
Mr. Arshad A. Hashmi, Company Secretary
Mr. S. Khalid Masood, Financial Controller
Mr. S. Hasnain Haider, Treasurer
Ms. Shahana Ahmed Ali, Legal Counsel
Principal Bankers:
Account Banks: · National Development Finance Corporation, Karachi
· Citibank N.A., Karachi
· Standard Chartered Grindlays Bank Ltd. Karachi
· The Bank of Tokyo-Mitsubishi Limited, London
· Sumitomo Mitsui Banking Corporation, London
· Credem International (Lux) S.A., Luxembourg
Inter-Creditor Agent: Citibank International, Plc, London
Legal Advisors: Linklaters & Alliance, London
Kabraji & Talibuddin, Karachi
Rizvi, Isa & Hosain, Karachi
Auditors: Ford, Rhodes, Robson, Morrow
Registrar: Ford, Rhodes, Robson, Morrow
NOTICE OF THE TENTH ANNUAL GENERAL MEETING
Notice is hereby given that the Tenth Annual General Meeting of the Company will be held on Saturday,
December 22, 2001 at 2 pm at 250-B, Street No. 23, Sector E-7, Islamabad to transact the following business:
1. To confirm the minutes of the Extraordinary General Meeting of the Company held on March 27, 2001.
2. To receive and adopt the Audited Accounts of the Company for the year ended June 30, 2001 together with
the Directors' & Auditors Reports' thereon.
3. To approve and declare the final dividend of 22% (Rs. 2.20 per share) as recommended by the Board of
Directors and the 17% (Rs. 1.70 per share) interim dividend already announced making a total dividend of
39% (Rs. 3.90 per share) for the year ended June 30, 2001.
4. To appoint Auditors and fix their remuneration.
By Order of the Board
Arshad A. Hashmi
Karachi - November 23, 2001 Company Secretary
NOTES:
1. The Share Transfer Books of the Company will remain closed from December 10 to 22, 2001 (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.
5. CDC account holders will further have to follow the under mentioned guidelines as laid down in Circular 1
dated January 26, 2000 issued by the Securities and Exchange Commission of Pakistan.
A For Attending the Meeting
i) In case of individuals, the account holder or sub-account holder and/or the person whose securities
are in group account and their registration details are uploaded as per the Regulations, shall authenticate
identity by showing his original National Identity Card (NIC) or original passport at the time of attending
the meeting.
ii) In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature
of the nominee shall be produced (unless it has been provided earlier) at the time of the meeting.
B For Appointing Proxies
(i) In case of individuals, the account holder or sub-account holder and/or the person whose securities
are in group account and their registration details are uploaded as per the Regulations, shall submit
the proxy form as per the above requirement.
(ii) Attested copies of NIC or the passport of the beneficial owners and the Proxy shall be furnished with
the Proxy Form.
(iii) The proxy shall produce his original NIC or original passport at the time of the meeting.
(iv) In case of corporate entity, the Board of Directors' resolution/power of attorney with specimen signature
shall be submitted (unless it has been provided earlier) alongwith proxy form to the Company.
BOARD OF DIRECTORS
Mr. M. A. Alireza H. I.
Chairman
Other directorships
Xenel Industries Ltd
& other Xenel Group Companies
Xenel International Ltd
Mr. P. Giller V.R. Harris
Vice Chairman Chief Executive
Other Directorships Other directorships
International Power plc Anglo Cayman Energy Development Co. Ltd
National Power (Thailand) Limited British Cayman Energy Development Co. Ltd
National Power AI Kamil Investments Limited Jiaxing Jinijan Cogemeration Co. Ltd
National Power International Limited Yichang Yihua Pacific Cogen Ltd
National Power Oman Investments Limited Shijiazhuang Yongtai Cogen Ltd
Mr. P. Atkinson Mr. B. Chang Mr. P. G. Cox
Other directorships Other directorships
Task Technology Ltd International Power plc
Brian Chang Group of Companies Wincanton plc
Asia Petroleum Ltd
Fauji Oil Terminal Co. Ltd
Pakistan Power Ltd
Mr. P.M. Grasby Mr. Taufique Habib Mr.T. Miura Mr. I.W. Nutt
Other directorships Other directorships
Kot Addu Power Co. Ltd Hub Power Japan Corporation
Tejo Energia SA
National Power Enerji AS
Mr. S. N. A. Shah Mr. E. E. Silagy Mr. M. A. Tumbi
Other directorships Other directorships Other appointments
Jahangir Siddiqui & Co. Ltd Entergy Pakistan Ltd General Manager Finance, Xenel
Philips Electrical Industries of Pakistan Ltd Entergy Power Chile S. A.
Forbes, Forbes, Campbell & Co. (Pvt) Ltd Entergy Power Peru S. A.
National Development Finance Corporation EWO Holdings Inc.
Highland Energy Company
Latin America Holding I, Ltd
Marine Safety Systems
Mr. S. A. Ali Mr. S. Hashmi Mr. B. Khan
Nominee of Nominee of Nominee of
Government of Balochistan Commonwealth Development National Development Finance
Corporation Corporation
CHAIRMAN'S REVIEW
In the name of God the Most Merciful and Most Benevolent.
I am pleased to report that the long drawn-out tariff dispute with the Water and Power Development Authority
(WAPDA) and Government of Pakistan (GOP) has been resolved. On December 17, 2000, a Settlement
Agreement (SA) was signed between the Company, WAPDA and GOP.
It must be appreciated that the GOP, WAPDA and the Company all contributed in finishing what was a very
painful period in the history of the Company and had jeopardized international perceptions of investment in
Pakistan. This has resulted in a lower tariff leading to a reduced return to shareholders, however, I am hopeful
that the Company and the Country will benefit from a dispute free environment
over the remainder of the project life. I am also delighted to advise that the amicable
dispute settlement has led to a greater and cordial understanding with WAPDA
and we foresee ourselves as partner in progress with our valuable customer. I am
confident that with the resolution of tariff dispute foreign investors will see Pakistan
as an investment friendly country and will find many avenues for investment in the
country which in turn will strengthen the Pakistani economy.
The Hub Power Plant is operated in accordance with the highest international
standards and International Standards Organisation (ISO) certifies both the Power
Plant and its Operations & Maintenance (O&M) Contractor. As a result, the Plant has achieved very high
availability rates. I feel great pleasure in seeing that Hubco is playing its part in reliably delivering much needed
electricity for the development of Pakistan.
Hubco is and remains a socially responsible Company. The Company has been constantly taking part in various
programmes designed towards the uplift of local people living around the Power Plant. At the core of these
programmes are various education schemes by which the Company provided supplies needed in the local
schools.
I am also pleased to see that with the dispute resolution the flow of dividends to the shareholders has started
and the Company has announced its interim and final dividends. I am confident that with continued high standard
operation of the Plant the return of investors' investment will also continue.
We all hope that the challenges faced by the Pakistani economy and our Company will be overcome with resolve
and determination for achieving shared success. Electricity generation, being a fundamental building block of
a modern economy, has a long-term future, the benefits of which, we hope, will be shared by the entire economy.
On behalf of all the shareholders, I also take this opportunity to welcome Mr. Vince Harris as the Company's
new Chief Executive. I offer thanks to the employees of the Company who have worked hard and with dedication
in order to seek negotiated settlement of the tariff dispute and together we managed to resolve one of the most
difficult commercial disputes in the history of Pakistan.
Mohamed A. Alireza
Chairman
REPORT OF THE DIRECTORS
The Directors have pleasure in presenting the Annual Report and the Financial Statements of the Company for the
year ended June 30, 2001.
General
The principal activities of the Company are to own, operate and maintain an oil-fired power station with a net capacity
of 1,200 MW located at the Hub River estuary in Balochistan.
Resolution of dispute
On December 17, 2000, a Settlement Agreement (SA) was signed between the Company, the Water and Power
Development Authority (WAPDA) and Government of Pakistan (GOP) to resolve the tariff dispute. The SA revises,
retroactively, the fixed portion of the tariff charged under the Power Purchase Agreement (PPA). All major requirements
to make the SA binding on all parties have been fulfilled. On October 14, 2001, pursuant to the SA, an amendment
to the PPA was signed between the Company and WAPDA which incorporates the terms of the SA.
Finance
The Company made a net profit of Rs. 10,859 million in the current year compared to a net loss of Rs. 6,985 million
last year. This is due to the reversal of provision which is no longer necessary in the light of the SA. Turnover for the
year was Rs. 29,086 million (2000: Rs. 25,601 million) and operating costs were Rs. 20,622 million (2000: Rs. 14,886
million) resulting in a gross profit of Rs. 8,464 million (2000:Rs.10,715 million). These amounts are higher than
previous year figures due to the cumulative effect of the revised tariff charged under the Settlement Agreement (SA),
the continuous rise in the price of Residual Fuel Oil (RFO), higher electricity despatch by WAPDA at 68% (2000: 61%)
and retirement of debt. The RFO price, as set by the Pakistan State Oil (PSO), at the beginning of the year was
Rs. 9,680 per tonne compared to the Rs. 11,150 per tonne at the end of the year representing an increase of 15%
in the current fiscal year.
The Company has reached an agreement with WAPDA in relation to the outstanding balance of unpaid Capacity
Purchase Price and a schedule of payment has been set. WAPDA is making the payments in accordance with that
schedule. In accordance with the International Accounting Standards (IAS) the Company has decided to reverse the
provision for doubtful debts fully.
The Company continues to discharge its liabilities as they become due. During the year, the Company repaid two
tranches of the senior debt amounting to Rs.2,989 million which were due in July 2000 and January 2001. The
Company will continue to fulfill its obligations under its various contracts.
Operations
During the year, the Plant's Actual Capability Available (ACA) was 85.3% which is higher than international standards
for this class of plant. During the year, the station successfully met the Dependable Capacity Test by generating
1,204 MW.
Despatch during the year has been high resulting in the plant generating 7,165 GWh (2000:6,404 GWh) translating
in a load factor of 68% (2000: 61%) and thermal efficiency of 37.68% (2000: 37.70%). Routine and preventive
maintenance programmes have been completed as scheduled to ensure the long-term integrity of the plant. The
Company earned a generation bonus in January 2001 for generating in excess of the bonus threshold limit of 6,791
GWh from January 2000 to December 2000.
Environment, Health, Safety and Social Actions
The overall health and safety performance of the Plant was excellent throughout the year. The Hub Power Station
Site has an ongoing proactive approach to safety management.
During the year, Lloyds Register conducted two surveillance audits of the station's Quality Management System. The
plant continues to operate within the strict guidelines and limits established by the World Bank for emission and waste.
Over the years, HUBCO, together with International Power (IPR), has been actively involved in various social action
programmes in the locality of the Power Station site, under its Social Action Programme (SAP).
With the aim of assisting the people of the Hub region, HUBCO has contributed towards vital areas of human welfare,
e.g. health care and education. Villages local to the Power Station have been provided with appropriate. infrastructure,
such as electric poles and transmission lines. There is also a two-year Apprenticeship Training Programme on site,
to provide technical training of international standards to apprentices appointed from the local area, thus enhancing
their technical skills.
The recent donation of a Laser Photo Coagulator to the Layton Rahmatulla Benevolent Trust (LRBT), at a cost of Rs. 2.3
million, was an essential contribution in facilitating eye surgery for the people of Balochistan, thus helping to eradicate
blindness. Previously to obtain eye treatment, poor people of the province were faced with traveling to Karachi or Lahore,
at a cost of thousands of rupees putting such treatment out of the reach of the common man. Through this contribution,
the eyesight of 1,200 people will be salvaged every year, and this is yet another milestone of the company in its aim to serve
the community.
HUBCO has also provided to the Government Boys' High School located in Hub Chowki, ventilation fans that have added
some much-needed comfort to the students of the school. Furthermore, in collaboration with AI-Shifa, HUBCO made a
generous donation of medicines to the people of Zhob, Balochistan.
Recently, a group of about 100 experts from 35 countries, belonging to an NGO called Leadership for Environment
and Development (LEAD), visited the plant to assess HUBCO's Social Action Programme, as well as its environmental
policies and practices. They were impressed by the international standards adhered to at the plant and the ISO 9000
and ISO 14000 certifications received as a result. The work done under the SAP and the Apprenticeship Training
Programme were also appreciated by the LEAD experts.
Appropriations
In May 2001, the Board of Directors declared an interim dividend of Rs. 1.70 per share subject to lenders' approval.
In October 2001, lenders' approval of interim dividend was granted. The Company expects to make the payment
towards the end of November 2001.
The Directors have pleasure in recommending the final dividend of Rs. 2.20 per share subject to lenders approval in
accordance with the Company's Agreements. As such, subject to the Lenders' approval being received by the Company
prior to the 22rid December 2001, the Total Dividend to be approved and declared by the shareholders at the Annual
General Meeting on December 22nd, 2001 will be Rs. 3.90 per share i.e. 39% for the year ended June 30, 2001 which
is inclusive of the Interim Dividend already announced.
Board of Directors
The current members of the Board are listed on Page 3 During the year the changes were as follows:
Mr. C. R. W. Masterson Mr. D.W. Crane
(Retired w.e.f. 13.9.2000) (Elected w.e.f. 13.9.2000)
Nominee of National Power Intl. Holdings Bv Nominee of National Power Intl. Holdings Bv
Mr. P.H. Smith Mr. P. J. Parker
(Retired w.e.f. 13.9.2000) (Elected w.e.f. 13.9.2000)
Nominee of National Power Intl. Holdings Bv Nominee of National Power Intl. Holdings By
Mr. T.A.R. Allerbrand Mr. Taufique Habib
(Retired w.e.f. 13.9.2000) (Elected w.e.f. 13.9.2000)
Mr. P. J. Windsor Mr. P. Giller
(Resigned w.e.f. 27.9.2000) (Appointed on 15.11.2000)
Nominee of National Power Intl. Holdings By Nominee of National Power Intl. Holdings Bv
Mr. M. A. Said Mr. W. M. Syed
(Resigned w.e.f. 10.11.2000) (Appointed on 15.11.2000)
Nominee of National Development Finance Corporation Nominee of National Development Finance Corporation
Mr. R. G. L Spiers Mr. P. G. Cox
(Resigned w.e.f. 15,11.2000) (Appointed on 15.11.2000)
Nominee of National Power Intl. Holdings Bv Nominee of National Power Intl. Holdings By
Mr. D. W. Crane Mr. I. W. Nutt
(Resigned w.e.f. 15.11.2000) (Appointed on 15.11,2000)
Nominee of National Power Intl. Holdings By Nominee of National Power Intl. Holdings Bv
Mr. C. J. Parker Mr. C. L. Gifford
(Resigned w.e.f. 15,11.2000) (Appointed on 15.11.2000)
Nominee of National Power Intl. Holdings By Nominee of National Power Intl. Holdings By
Mr. W. M. Syed Mr. B. Khan
(Resigned w.e.f. 16.03.2001 ) (Appointed on 16.03.2001 )
Nominee of National Development Finance Corporation Nominee of National Development Finance Corporation
Mr. A. Azim Mr. S. K. Mandokhail
(Resigned w.e.f. 19.06.2001 ) (Appointed on 19.06.2001 )
Nominee of Government of Balochistan Nominee of Government of Balochistan
Mr. S. K. Husain Mr. V. R. Harris
(Resigned w.e.f. 25.06.2001) (Appointed on 25.06.2001)
Mr. D. V. Johns Mr. Shabbir Hashmi
(Resigned w.e.f. 29.06.2001) (Appointed on 29.06.2001)
Nominee of CDC Group plc Nominee of CDC Group plc
Mr. S. K. Mandokhail Mr. Muhammad Arshad Bhatti
(Resigned on 24.10.2001 ) (Appointed on 25.10.2001 )
Nominee of Government of Balochistan Nominee of Government of Balochistan
Mr. Muhammad Arshad Bhatti Mr. Syed Arshad All
(Resigned on 31.10.2001) (Appointed on 31.10.2001)
Nominee of Government of Balochistan Nominee of Government of Balochistan
Mr. C. L. Gifford Mr. P. Atkinson
(Resigned on 16.7.2001) (Appointed on 5.11.2001)
Nominee of National Power Intl. Holdings By Nominee of National Power Intl. Holdings Bv
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
Vince R. Harris
Karachi - November 5, 2001 Chief Executive
AUDITORS' REPORT TO THE MEMBERS
We have audited the annexed balance sheet of THE HUB POWER 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 accounts 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, 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, 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 for the year then ended;
(d) in our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980);
and
(e) without qualifying our opinion, we draw attention to the contents of note 20.4 relating to assessments raised by
the Central Board of Revenue; the ultimate outcome of this matter cannot presently be determined.
Ford, Rhodes, Robson, Morrow
Karachi - November 5, 2001 Chartered Accountants
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2001
2001 2000
Note (Rs. '000s) (Rs. '000s)
Turnover 29,086,288 25,600,782
Operating costs 3 (20,622,322) (14,885,874)
---------- ----------
GROSS PROFIT 8,463,966 10,714,908
Other income 4 1,231,464 222,612
---------- ----------
9,695,430 10,937,520
Selling, general and administration expenses 5 (326,953) (375,813)
Reversal / (Provision) for doubtful debts 12.1 5,325,873 (13,444,967)
Other expenses 6 (152,551) (193,868)
---------- ----------
OPERATING PROFIT / (LOSS) 14,541,799 (3,077,128)
Financing costs 7 (3,683,071) (3,907,639)
---------- ----------
NET PROFIT / (LOSS) FOR THE YEAR 10,858,728 (6,984,767)
Unappropriated profit brought forward 9,767,998 16,752,765
---------- ----------
20,626,726 9,767,998
APPROPRIATION
Interim dividend @ 17% (2000: Nil) (1,967,162) --
Proposed final dividend @ 22% (2000: Nil) (2,545,740) --
---------- ----------
(4,512,902) --
---------- ----------
Unappropriated profit carried forward 16,113,824 9,767,998
========== ==========
BASIC EARNINGS / (LOSS) PER SHARE (RUPEES) 25 9.38 (6.04)
========== ==========
The annexed notes form an integral part of these financial statements.