| First Capital Securities Corporation Limited |
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| Annual
Report 1999 |
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| FIRST
CAPITAL SECURITIES CORPORATION LIMITED |
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| WORLDCALL
PAYPHONES LIMITED |
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| WORLDCALL
PHONECARDS LIMITED |
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| FIRST
CAPITAL INVESTMENTS (Pvt.) LIMITED |
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| FIRST
CAPITAL ASSOCIATES (Pvt.) LIMITED |
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| CONSOLIDATED
FINANCIAL STATEMENTS |
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| CONTENTS |
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| Company
information |
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| Notice
of annual general meeting |
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| Chairmans'
review |
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| Directors'
report to the shareholders |
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| Auditors'
report to the members |
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| Balance sheet |
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| Profit
and loss account |
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| Cash
flow statement |
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| Notes
to the accounts |
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| Pattern
of shareholding |
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| Statement
under Section 237 of Companies Ordinance 1984 |
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| WorldCALL
Payphones Limited |
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| WorldCALL
Phonecards Limited |
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| First
Capital Investments (Pvt.) Limited |
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| First
Capital Associates (Pvt.) Limited |
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| Consolidated
financial statements |
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FIRST CAPITAL SECURITIES |
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CORPORATION LIMITED |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED |
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30 June 1999 |
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| Company
Information |
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| Board
of Directors |
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| Mr.
Salmaan Taseer |
Chairman & CEO |
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| Mr. Badr-ud-Din |
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| Mr.
Humayun Khan Bangash |
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| Mr.
Mohammad Ashraf Ali |
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| Mr.
Mohsin Mehdi |
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| Mr.
Mumtaz H Syed |
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| Mr.
Sardar Ali Wattoo |
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| Mr.
Shaan Taseer |
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| Company
Secretary |
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| Mr.
Sardar Ali Wattoo |
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| Auditors |
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| Messrs.
Taseer Hadi Khalid & Co. |
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| Chartered
Accountants |
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| Legal Advisors |
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| Messrs.
Chima & Ibrahim |
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| Advocates,
Lahore |
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| Bankers |
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| ANZ
Grindlays Bank |
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| Crescent
Investment Bank Limited |
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| Muslim
Commercial Bank Limited |
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| Prime
Commercial Bank Limited |
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| Standard
Chartered Bank |
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| Shares
Department |
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| First
Capital Securities Corporation Ltd. |
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| Ground Floor |
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| Sheikh
Sultan Trust Building No. 2 |
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| Beaumont Road |
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| Karachi |
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| Ph:
(021) 5689021 |
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| Registered
Office |
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| 103-C-II,
Gulberg III |
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| Lahore, Pakistan |
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| Tel:
(042) 5757591-4 |
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| Fax:
(042) 5757590 |
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| NOTICE
OF ANNUAL GENERAL MEETING |
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| Notice
is hereby given that 6th Annual General Meeting of First Capital Securities
Corporation Limited will be held at 103-C- |
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| II.
Gulberg III. Lahore, on March 8th, 2000 at 11:00 a.m. at the Registered
Office of the Company, for transacting the |
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| following
business: |
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| Ordinary
business |
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| 1.
To confirm the minutes of the Extra Ordinary General Meeting held on April
6th, 1999; |
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| 2.
To receive, consider and adopt the financial statements of the company for
the year ended June 30, 1999 |
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| together
with the Directors' and Auditors' reports thereon; |
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| 3.
To appoint auditors for the year ending June 30, 2000 and fix their
remuneration. The retiring auditors |
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| Messrs.
Taseer Hadi Khalid & Co., Chartered Accountants, being eligible, offer
themselves for re- |
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| appointment: |
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| 4.
To approve the issue of One Bonus share for each Five shares held i.e. @ 20%. |
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| Special
Business: |
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| 5.
To increase the Authorized Share Capital of the Company from Rs. 250 million
to Rs. 350 million, by passing |
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| the
following resolution as a Special Resolution: |
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| "RESOLVED
THAT the Authorized Share Capital of the Company be and is hereby increased
from Rs. 250 |
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| million
to Rs. 350 million divided into 35 million ordinary shares of Rs. 10/-
each." |
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| "FURTHER
RESOLVED THAT Clause V of the Memorandum of Association and Article 4 of the
Articles of |
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| Association
of the Company be and are hereby amended to the extent of reflecting the
increase in the |
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| Authorized
Share Capital as aforesaid." |
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| CLAUSE-V
OF MEMORANDUM OF ASSOCIATION |
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| "The
authorized capital of the Company is Rs. 350,000,000 (Rupees three hundred
fifty million only) divided |
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| into
35,000,000 (Thirty five million') ordinary shares of Rs. 10/- each. The
Company shall have the power to |
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| increase,
reduce, consolidate or re-organize the said capital and to divide the shares
in the capital into several |
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| clauses
in accordance with the provision of the Companies Ordinance, 1984." |
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| ARTICLE-4
OF ARTICLES OF ASSOCIATION |
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| "The
authorized capital of the Company Rs. 350,000,000 (Rupees three hundred fifty
million only) divided into |
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| 35,000.000
(Thirty five million) ordinary shares of Rs. 10/- each." |
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| To
consider and if deemed fit, pass the following resolution as a Special
Resolution with or without modification; |
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| "RESOLVED
THAT Mr. Salmaan Taseer, the Chief Executive of the Company be and is hereby
authorized to make |
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| investments
in the following associated companies and to liquidate such investments on
behalf of the Company |
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| from
time to time. |
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| WorldCALL
Wireless Limited |
|
Rs. 50 million |
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| WorldCALL
Dot Com (Pvt.) Limited |
Rs. 10 million |
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| WorldCALL
Phonecards (Pvt.) Limited |
Rs. 10 million |
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| Lanka
Securities (Pvt.) Limited |
|
Rs. 10 million |
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| 7.
This authority shall remain in force until revoked by the shareholders." |
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| "FURTHER
RESOLVED THAT the Chief Executive of the Company be and is hereby authorized
to take all |
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| necessary
steps (as may be necessary to invest/dis-invest the above mentioned
investments) and fulfill all legal, |
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| corporate
and procedural formalities in connection therewith." |
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| 8.
To transact any other business with the permission of the chair. |
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BY ORDER OF THE BOARD |
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(SARDAR ALI WATTOO) |
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| Lahore,
February 15th, 2000 |
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Company Secretary |
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| Notes: |
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| 1.
Share Transfer Books of the Company will remain closed from March 7th. 2000
to March 14th, 2000 (both days |
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| inclusive). |
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| A
member entitled to attend and vote at this meeting may appoint another member
as his/her proxy to attend and vote |
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| on
hi s/her behalf. Proxies in order to be effective must be received by the
company not less than 48 hours before the |
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| meeting. |
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| Members
are requested to notify any change in their address immediately. |
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| STATEMENT
U/S 208 OF THE COMPANIES ORDINANCE 1984: |
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| WorldCALL
Wireless Limited |
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| The
company was incorporated on October 14th. 1999. The main objective of the
company is to design, develop and |
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| implement
a payphone service based on wireless local loop technology under an O&M
agreement with Pakistan |
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| Telecommunication
Company Limited (PTCL). |
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| WorldCALL
Dot Com (Pvt.) Limited |
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| The
company was incorporated on January 6th, 1999. The main objective of the
company is to design, develop and implement |
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| an
interact services network under a license from Pakistan Telecommunication
Authority (PTA). |
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| WorldCALL
Phonecards Limited |
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| The
company was incorporated on August 28th, 1998. The main objective of the
company is to provide International Prepaid |
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| Calling
Card Service under an O&M agreement with Pakistan Telecommunication
Company Limited (PTCL). |
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| Lanka
Securities (Pvt.) Limited |
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| The
company was incorporated under the laws of Sri Lanka and is presently owned
by the Bank of Ceylon and Merchant |
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| Bank
of Sir Lanka Limited. The company is engaged in the securities brokerage and
financial consultancy business in Sri |
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| Lanka. |
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| STATEMENT
UNDER SECTION 160(1)(b) OF THE COMPANIES ORDINANCE, 1984 |
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| This
statement sets out the material facts pertaining to the special business to
be transacted at the 6th Annual General Meeting |
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| of the Company. |
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| "RESOLVED
THAT Mr. Salmaan Taseer. the Chief Executive of the Company be and is hereby
authorized to make |
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| investments
in the following associated companies and to liquidate such investments on
behalf of the Company from time to |
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| time: |
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|
| WorldCALL
Wireless Limited |
|
Rs. 50 million |
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| WorldCALL
Dot Corn (Pvt.) Limited |
Rs. 10 million |
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| WorldCALL
Phonecards Limited |
|
Rs. 10 million |
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| Lanka
Securities (Pvt.) Limited |
|
Rs. 10 million |
|
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| this
authority shall remain in force until revoked by the shareholders." |
|
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| "FURTHER
RESOLVED THAT the Chief Executive of the Company be and is hereby authorized
to take all necessary steps |
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| (as
may be necessary to invest/dis-invest the above mentioned investments) and
fulfill all legal, corporate and procedural |
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| localities
in connection therewith" |
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| The
Company is fully authorized by its memorandum of association to make such
Investment/(s). The investment/( s) would |
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| be
made and dis-invested at such times/(s), as the Chief Executive may think
appropriate on behalf of the Company. Majority |
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| of
directors of the investee companies will be nominee(s) of the Company. The
directors of the Company have no interest in |
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| above
companies except that they are shareholders/common directors. The following
are the material facts about the |
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| proposed
special resolution: |
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| Name
of investee company |
|
WorldCALL Wireless
Limited ('WWL') |
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| Nature,
amount and extent |
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Investment (from time to
time) or otherwise in share capital not |
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|
exceeding Rs.
50,000,000/- |
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| Private
which shares would be purchased |
At par Rs. 10/- for each
share. |
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| Period
for which investment would be made |
As long term investment |
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| Purpose
of Investment |
|
To provide financing
jointly with other project developers to |
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|
WWL in order for the
development of the first phase of its |
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|
50,000 payphones network
based on Wireless in Local Loop |
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|
Technology |
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| Benefits
likely to accrue to the company |
FCSC expects to yield
substantial capital gains/dividend on |
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| and
the shareholders from the proposed |
above investment since
the venture being carried out by WWL |
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| investment |
|
seems highly innovative
and profitable |
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| Name
of investee company |
|
WorldCALL Dot Com (Pvt.)
Limited |
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| Nature,
amount and extent |
|
Investment (from time to
time) or otherwise in share capital not |
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|
|
exceeding Rs.
10,000,000/- |
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| Price
at which shares would be purchased |
At par Rs. 10/- for each
share |
|
| Period
for which investment would be made |
As long term investment |
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| Purpose
of Investment |
|
To get benefit of special
skills in Internet Service Providing |
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|
Business |
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| Benefits
likely to accrue to the company |
The company is one of the
first state of the art Internet Service |
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| and
the shareholders from the proposed |
Provider in Pakistan.
FCSC expects substantial amount of |
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| investment |
|
dividends from the
company due to high revenue potential in the |
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|
e-commerce and Internet
business |
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| Name
of investee company |
|
WorldCALL Phonecards
Limited |
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| Nature,
amount and extent |
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Investment (from time to
time) or otherwise upto Rs. |
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|
10,000,000/- in addition
to the Company's existing investment |
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|
in the investee company's
share capital of up to Rs. 50,000,000/- |
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| Price
at which shares would be purchased |
At the price including
any premium to be negotiated jointly by |
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|
the committee of the
Chief Executive and at least two Directors |
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|
of the Company |
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|
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| Period
for which investment would be made |
As long term investment |
|
|
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| Purpose
of Investment |
|
To provide more coverage
of the company's services of |
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|
international calling
card by expanding its IN Platform and |
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|
marketing network |
|
|
| Benefits
likely to accrue to the company |
To earn dividends and
gains and other benefits through |
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| and
the shareholders from the proposed |
WorldCALL's special
skills in Telecommunication Sector |
|
| investment |
|
|
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| Name
of investee company |
|
Lanka Securities (Pvt.)
Limited |
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|
|
| Nature,
amount and extent |
|
Investment (from time to
time) in share capital not exceeding |
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|
|
Rs. 10.000.000/- |
|
|
|
| Price
at which shares would be purchased |
Total company has been
proportionally valued at Sri Lankan |
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|
Rs. 23 million. The
management of FCSC is negotiating to |
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|
acquire a 60% stake in
the company singly or jointly with other |
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|
investors. Based on the
presently ruling currency exchange |
|
|
rates the amount required
to purchase 60% stake works out to be |
|
|
nearly Rs. 10 million |
|
|
| Period
for which investment would be made |
As long term investment |
|
|
|
| Purpose
of Investment |
|
To get more into regional
markets thus providing much more |
|
|
coverage and services to
the foreign investors |
|
|
| Benefits
likely to accrue to the company |
The investee company will
be providing brokerage and allied |
|
| and
the shareholders from the proposed |
financial advisory
services in Sri Lank market profitable hence |
|
| investment |
|
FCSC and its shareholders
may expect a handsome amount of |
|
|
capital gain and
dividends from the proposed investment |
|
|
|
| Chairman's
Review |
|
|
| I
am pleased to present the Audited Annual Report of First Capital Securities
Corporation Limited for financial year 1999. |
|
| Despite
adverse economic conditions, FCSC continued to grow and once again maintained
its prominence in the financial |
|
| services
industry due to better management, innovation and focus on growth sectors of
the economy. |
|
|
| The
economic conditions in the country continued to be depressed in the aftermath
of the nuclear tests, the continuing IPP |
|
| issue
a major stumbling block in the negotiations with the country's donors and the
overall political situation. The stock |
|
| values
eroded dramatically in the first half of the year. A correction was seen
later but the stocks continued to be under |
|
| pressure
throughout the year. The privatization process did not get any impetus, as
the government remained dormant on this |
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| front. |
|
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| Contrary
to the market situation, the performance of FCSC was quite heartening. The
Company remained active in its |
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| advisory
business and secured a number of mandates. In a market that had no appetite
for corporate advisory transactions |
|
| FCSC's
advisory income exhibited an increase of almost 23% over the previous year.
FCSC has developed a team of |
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| investment
banking, marketing and technical specialists to assist in the development of
its telecom ventures, a unique |
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| expertise
in Pakistan. |
|
|
| FCSC
money markets desk which is active in inter-bank brokerage operations
continued to perform exceptionally well as its |
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| overall
brokerage income grew exponentially by 82% over the last financial year.
Prudent investment decisions resulted in |
|
| an
increase in dividend income by 34% whereas the Company registered a massive
239% increase in net capital gain owing. |
|
| Tighter
controls and better management saw a reduction in operating expenses by 16%.
FCSC finished the fiscal year with a |
|
| net
profit of Rupees 49 Million, an impressive increase of 112% over the
corresponding period last year. |
|
|
| In
its quest for new business opportunities, FCSC is evaluating the prospects of
acquiring a brokerage operation in Sri Lanka, |
|
| in
addition to telecom businesses. FCSC is also at an advanced stage in
launching a technology fund for investments in |
|
| Pakistan
and other countries in the region with a number of large international
institutions. At home it continues to develop |
|
| new
projects in the telecom sector. |
|
|
| Telecom
is a growing sector in developing and developed economies alike and the
situation is no different in Pakistan. The |
|
| Group
has taken a giant stride forward and WorldCALL is now entrenched as a major
force in the domestic payphone |
|
| industry.
WorldCALL leads the industry with the highest average revenue per payphone.
It enjoys strong brand recognition |
|
| and
customer satisfaction, attributes on which the group is expanding by the
provision of other value added services. |
|
| WorldCALL's
success is based on its commitment to understand the needs of its customers
and providing efficient solutions. |
|
|
| 1999
and its service marketed under the brandname 'Hello' has already become a
household name. Building on its first mover |
|
| advantage,
it holds over 70% of the market share. |
|
|
| Significant
advances have been made in the development of the 50,000 wireless local loop
payphones project for which |
|
| WorldCALL
was one of three parties to be awarded an O&M contract by PTCL. |
|
|
| WorldCALL
intends to further expand its telecom businesses in the areas of internet and
data communications services as |
|
| well. |
|
|
| I
am confident that the group's sound management policies and our new projects
will help reinforce our position not only in |
|
| financial
services but also in the other business areas of focus, especially telecom. |
|
|
| I
would like to felicitate the Board of Directors for their effective
management and laud the efforts of all the employees who |
|
| with
their hard work, dedication, zest and zeal have been instrumental in our
performance during the year. |
|
|
|
Salmaan Taseer |
|
|
Chairman |
|
|
|
| DIRECTORS'
REPORT |
|
|
| Your
directors are pleased to present before you the 6th annual report of the
Company and the annual audited accounts for the |
|
| year
ended June 30th. 1999. |
|
|
| 1998-99
An Overview |
|
| The
financial year 1998-99 remained an eventful one for FCSC. The company
strengthened its position in the telecom sector |
|
| with
further expansion into pre-paid calling card service. |
|
|
| The
company's corporate advisory fee has contributed substantially to this year's
earnings. Its expertise in telecom advisory |
|
| has
been the major contributor towards this end and with a boom in the telecom
market in Pakistan, we expect this trend to |
|
| continue. |
|
|
| The
year in view was one of economic re-structuring for the country. The first
two quarters were largely affected by the |
|
| nuclear
blasts of last year. Despite depressed markets FCSC has performed well in the
year under review and almost doubled |
|
| its
profit from the previous year. |
|
|
| Future Outlook |
|
| The
company intends to expand operations in the telecom sector while
strengthening its core business of financial services. |
|
| After
it success with payphones. international pre-paid calling cards and internet
service, the company is focused on |
|
| developing
its wireless payphone project. |
|
|
| Besides
focussing on the domestic telecom market, the company has begun pursuing
telecom projects internationally. In |
|
| September
1999, the company successfully signed agreements with Board of Investment of
Sri Lanka, which now enables it |
|
| to
provide payphone and pre-paid calling card services there. Telecom-related
opportunities in Bangladesh and Africa are |
|
| also
being pursued. |
|
|
| The
company is also continuing to expand its financial services business
internationally. In this regard FCSC is currently |
|
| considering
acquisition of Lanka Securities, a Sri Lanka brokerage firm. |
|
|
| Financial
Performance |
|
| The
company has performed exceedingly well during the year. Net profit after
taxation for the year stands at Rs. 39.1 million. |
|
| 86%
increase over last year. Summary of financial results of the company is
presented on the next page. |
|
|
| Summary
of financial results of the Company and comparison with last year is as
follows: |
|
|
|
| INCOME
STATEMENT (Financial Year 1998-99) |
|
|
|
1999 |
1998 |
Change |
|
|
Rupees |
Rupees |
% |
|
|
| Operating
revenue |
|
70,628,997 |
35,100,473 |
101.21 |
|
| Operating
expenses |
|
38,420,452 |
34,863,088 |
10.20 |
|
|
------------------ |
------------------ |
|
|
| Operating profit |
|
32,208,545 |
237,385 |
-- |
|
| Other revenue |
|
13,132,559 |
41,284,056 |
(68.2) |
|
|
------------------ |
------------------ |
|
|
|
47,361,104 |
41,521,441 |
14.10 |
|
| Financial
expenses |
|
5,463,553 |
21,441,268 |
(74.5) |
|
|
------------------ |
------------------ |
|
|
| Net
operating profit |
|
39,877,551 |
20,080,173 |
98.50 |
|
| Provision
for diminution in the value of investments |
1,874,716 |
3,321,539 |
(43.6) |
|
|
------------------ |
------------------ |
|
|
| Net
profit before taxation |
|
41,752,267 |
23,401,712 |
78.40 |
|
| Taxation |
|
2,567,556 |
247,596 |
936.90 |
|
|
------------------ |
------------------ |
|
|
| Profit
after taxation |
|
39,184,711 |
23,154,116 |
69.20 |
|
| Unappropriated
profit brought forward |
29,400,580 |
54,261,464 |
(45.8) |
|
|
------------------ |
------------------ |
|
|
|
68,585,291 |
77,415.58 |
(11.4) |
|
|
|
|
|
|
| Appropriations: |
|
| Proposed
final dividend |
|
-- |
21,340,000 |
(100.0) |
|
| Transfer
to reserve for issue of bonus shares |
48,015,000 |
26,675,000 |
80.0 |
|
|
------------------ |
------------------ |
|
|
|
48,015,000 |
48,015,000 |
-- |
|
|
------------------ |
------------------ |
|
|
| Un-appropriated
profit carried forward |
20,570,291 |
29,400,580 |
(30.0) |
|
|
| Appropriations |
|
| The
Directors are pleased to announce that the Board of Directors has recommended
the issue of Bonus Shares @ 20% (one |
|
| share
for each 5 shares held). |
|
|
| Millennium
Compliance |
|
| The
Company has completed its risk management and mitigation plan and is now
fully compliant for the Year 2000 ("Y2K"). |
|
|
| Board
of Directors |
|
| Since
the holding of the last Extra Ordinary General Meeting on April 6, 1999. the
following changes have taken place in the |
|
| Board
of Directors of the Company: |
|
|
| *
Mr. Tim Kilpatrick and Mr. Roger K. Sharp resigned and were replaced by Mr.
Sardar Ali Wattoo and Mr. Aamer |
|
| Nasim Chishti. |
|
|
| Later,
Mr. Aamer Nasim Chishti resigned and was replaced by Mr. Humayum Khan
Bangash. |
|
|
| The
Board of Directors wishes to record its appreciation for the valuable
services rendered by the retiring Directors and |
|
| extends
its warm welcome to the incoming Directors. |
|
|
| Pattern
of Shareholding |
|
| The
pattern of shareholdings is attached to the Report. |
|
|
| Auditors |
|
| The
present auditors Messrs. Taseer Hadi Khalid & Co., Chartered Accountants,
retire and being eligible, offer themselves |
|
| for
re-appointment. |
|
|
|
For and on behalf of the Board |
|
|
|
|
|
(Salmaan Taseer) |
|
| Lahore,
February 8, 2000 |
|
Chief Executive |
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| AUDITORS'
REPORT TO THE MEMBERS |
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| We
have audited the annexed Balance Sheet of First Capital Securities
Corporation Limited as at 30 June 1999 and the related |
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| profit
and loss account and cash flow statement, together with the notes forming
part thereof, for the year then ended and we |
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| state
that we have obtained all the information and explanations which to the best
of our knowledge and belief were necessary |
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| for
the purposes of our audit and, after due verification thereof, we report
that: |
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| (a)
in our opinion, proper books of account have been kept by the company as
required by the Companies Ordinance, |
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| 1984. |
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| (b)
in our opinion: |
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| (i)
the balance sheet and profit and loss account together with the notes thereon
have been drawn up in |
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| conformity
with the Companies Ordinance, 1984, and are in agreement with the books of
account and are |
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| further
in accordance with accounting policies consistently applied; |
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|
| (ii)
the expenditure incurred during the year was for the purpose of the company's
business; and |
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| (iii)
the business conducted. investments made and the expenditure incurred during
the year were in accordance |
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| with
the objects of the company; |
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| (c)
in our opinion and to the best of our information and according to the
explanations given to us, the balance sheet, profit |
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| and
loss account and cash flow statement. together with the notes forming part
thereof, give the information required |
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| by
the Companies Ordinance, 1984, in the manner so required and respectively
give a true and fair view of the state of |
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| the
company's affairs as at 30 June 1999 and of the profit and the cash flow for
the year then ended; and |
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| (d)
in our opinion, Zakat deductible at source under the Zakat and Ushr
Ordinance, 1980 was deducted by the Company |
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| and
deposited in the Central Zakat Fund established under section 7 of that
Ordinance. |
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| LAHORE |
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TASEER HADI KHALID & CO. |
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| February 8, 1999 |
|
Chartered Accountants |
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| BALANCE
SHEET AS AT 30 JUNE 1999 |
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|
Note |
1999 |
1998 |
|
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|
(Rupees) |
(Rupees) |
|
|
| ASSETS |
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| TANGIBLE
FIXED ASSETS - At cost less |
|
|
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| accumulated
depreciation |
|
4 |
13,742,154 |
15,433,114 |
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| CAPITAL
WORK IN PROGRESS |
|
5 |
24,562,299 |
-- |
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| LONG
TERM INVESTMENTS |
|
6 |
219,833,515 |
146,483,007 |
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