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AGNI SYSTEMS LIMITED
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An n ucai I PQPOP+
2008-09
Mm
NARROWING THE DIGITAL DIVIDE
t
Table of Contents
Page No.
Vision
01
Mission
02
Corporate Information
03
Board of Directors
04-05
Audit Committe
06
Management
07
Photographs
08-11
Notice
Financial Highlights
Message from the Chairman
12
13-18
19
Message from the Managing Director
20-21
Directors Report
22-25
Compliance Report
26-28
Audit Committe's Function
Auditors Report
29
30-31
Balance Sheet
32
Profit and Loss Account
33
Changes of Equity
34
Cash Flow Statements
35
Notes to the Financial Statements
Proxy Form / Attendance Slip
36-52
53
w
O
To be a market leader in providing internet
services with special focus on creating values
for our clients, shareholders, employees and
communities.
OUT Wiiiion
To achieve corporate vision with special focus on
creating values by:
* Partnering with clients to understand and fulfill
their needs considering the development of
technology.
* Maximizing shareholders value through strong
performance and returns.
'
Developing and rewarding employees to
effectively manage client relationships.
* Diligently serving our communities with integrity
and pride.
9
0a
Ij
Understanding the clients' needs and to connect with
them. By doing so benefit our shareholders,
employees and the community where we do
business.
I
Corporate in /o rwation
Registered Office
Navana Tower, 11th Floor, Suite - A
45 Gulshan Avenue, Gulshan-1, Dhaka-1212
Corporate Office
Navana Tower, 11th Floor, Suite -A
45 Gulshan Avenue, Gulshan-1, Dhaka-1212
Share Office
Navana Tower, 11th Floor, Suite -A
45 Gulshan Avenue, Gulshan-1, Dhaka-1212
Chittagong Office
Shahjadi Chamber 6th Floor, 1331/B
Sheikh Mujib Road, Agrabad C/A, Chittagong-4100
Date of Incorporation
November 4, 1995
Date of Commercial Operation
November 4, 1995
Auditor
Khan Wahab Shafique Rahman & Co.
Chartered Accountants
Legal Adviser
Zaman & Associates
Eastern Trade Center
3rd Floor: 56, Inner Circular Road, Dhaka.
Bankers
Standard Chartered Bank
Eastern Bank Limited
HSBC
BRAC Bank Limited
Wood Bank
Dhaka Bank Limited
Dutch Bangla Bank Limited
Bank Asia Ltd.
Prime Bank Ltd.
Sonali Bank Ltd.
Insurer
Legal Status
Authorized Share Capital in Taka
Member of the Share Market(s)
Regulatory Authority
Number of Employee Green Delta Insurance Company Ltd.
Public Limited Company
1000 Million
Dhaka Stock Exchange Ltd.
Chittagong Stock Exchange Ltd.
Bangladesh Telecommunication Regulatory Commission (BTRC)
180
4
Roard / 2irectori
Chairman
Mr. Howard I. Golden
Managing Director
Mr. Mohammed Abdus Salam
Directors
Mr. Zia Shamsi
Mr. Filip Montfort
Mr. Yarden Mariuma
Mr. Javed Bukth
Mr. Murshed Sayeeit
Independent Director
Mr. Mohammad Rafiqul Islam Rowly
Company Secretary
Muhammed Shariful Islam
Fal
rRWard I. Golden
Chairman
Zia ShimDirector
Javed Bukth
Director
Mr: FilipMor
Director
bed Sayeed
Director
iamm
Managing Director
Yàrden Mariuma
Director
mmad Rafiqul Islam Rowly
Independent Director
Annudi Peport 2000
OS
jadit Committee
Mr. Zia Shamsi, Chairman
Mr. Javed Bukth, Member
Mr. Murshed Sayeed, Member
Mr. Mohammad Rafiqul Islam Rowly, Member
. Shaii-
Management
o/icA Company
ILI F1iiI:
Designation
1.
Mr. Mohammed Abdus Salam 2.
Mr. Zia Shamsi
3.
Mr. Muhammed Shariful Islam 4.
Mr. Abu Sayed Al Mamun
5.
Md. Nizam Uddin Mandi Hasan
6.
Ms. Farhana Haque
7.
Mr. Mizanur Rahman Talukdar
8.
Mr. Shaik Mamun Kabir
Managing Director
Director
Company Secretary
N Chief Financial Officer (CEO)
N Head of Internal Audit
Head of Marketing
Chief Technical Officer
N System Administrator
uuwr
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0111
,
I2
P4, t, 9 ,,r 4 -10/12 t4 A(; Pd
IgnO
TING 6
AC941 SYSTEMS LIMITED
121H ANNUAL GENERAlWE
200
-
Directors on Dias in the 12th AGM
I
Directors on Dias in the 12th AGM
-
•-z .-
MIA
qpmkoq:l
1
Spokes person in the 12th AGM
j
Pliotoyrap4j 0/12 1/'- -
Agni Management present in the 12th AGM
HqIw
APZ
I
Director shaking hands at the
registration booth
Ad
•
Shareholders are in que for Registration
•
___
4
1 . ..............
Pltotoyrap4j 0/12 111,
if-
Spokes person in the 12th AGM
Spokes person in the 12th AGM
Shareholders in the 12th AGM
Inotice o/ tie 3t4
al meeting
anni1ta
gener
Notice is hereby given that the 13th Annual General Meeting of the shareholders of Agni
Systems Limited will be held on December 10, 2009 at 10:00 AM at Spectra Convention
Center, House # 19, Road # 7, Gulshan 1, Dhaka - 1212 to transact the following business:
1. To receive, consider and adopt the Audited Accounts for the year ended June 30, 2009
along with reports of the Auditors and the Directors.
2. To approve 12.5% stock dividend (one share against existing eight shares) as
recommended by the Board of Directors.
3. To Elect the Directors.
4. To Appoint Auditors for the year ending June 30, 2010 and to fix their remuneration.
By order of the Board
Muhammed Shariful Islam
Company Secretary
Dated: November 17, 2009
Notes:
a) 'Record Date' is November 11, 2009. The shareholders, whose names would
appear in the Register of Members of the Company or Depository record on
'Record Date' November 11, 2009 will be eligible to attend the meeting and qualify
for dividend.
b A Shareholder may appoint a proxy to attend and vote in his place by filling proxy
form, duly completed must be affixed with revenue stamp of Tk. 8 and submitted to
the office not less than 48 hours before the time scheduled for holding the meeting.
r.)
Members are requested to notify change of address, if any, to the DP/CDBL.
d) Admission to the meeting on production of the attendance slip which has sent with
the annual report
I
Jinancial4ig4liq4t',
Year
Net Operating Revenue
Non Operating Income
Direct Operating Expense
Administrative & General Expense
Total Fixed Assets
Total Current Assets
Total Assets
Total Current Liabilities
Paid up Capital
Year
Gross Profit
N PBT
NPAT
Current Ratio
Return On Equity
Return On Assets
Gp Margin
NP Margin
Dividend
Dividend
EPS
2008-09
105,528,370
3,317,597
44,933,671
17,247,122
108,711,940
143,757,005
252,468,945
10,302,873
182,344,000
2008-09 .
52,620,812
32,813,470
29,773,935
13.95
16.33%
11.79%
49.86%
28.21%
22,793,000
12.5%
1.63
2007-08
2006-07
2005-06
2004-05
81,586,375
4,459,636
34,784,259
13,628,385
107,384,141
120,897,812
228,281,953
15,889,817
158,560,000
55,388,712
5,374,207
24,166,749
11,307,022
110,942,225
94,370,204
205,312,429
11,338,302
148,000,000
44,250,934
1,366,650
15,471,878
7,901,425
86,872,114
29,287,596
116,159,710
20,076,561
88,000,000
40,870,593
11211,041
15,519,010
5,649,295
74,324,196
27,923,019
102,247,215
16,670,347
80,000,000
2007-08
2006-07
2005-06
2004-05
38,633,893
24,019,660
18,418,019
7.61
11.62%
8.07%
47.35%
22.57%
23,784,000
15%
1.16
24,196,313
13,579,733
11,890,968
8.32
8.03%
5.79%
43.68%
21.47%
14,560,000
12%
0.9
23,162,805
12,855,170
11,306,281
1.46
12.85%
9.73%
52.34%
25.55%
8,800,000
10%
1.28
19,927,357
11,872,952
10,406,883
1.68
13.01%
10.18%
48.76%
25.46%
8,000,000
10%
1.3
Net Operating Revenue
Non Operating Income
6,000,000
120000,000
5,37
105,528,370
5.000000
445 35
81586.375
100,000.000
80,000,000
55.388 72
60000.000
40,000,000
20,000.000
2008-09
I
2007-08
4
2006-07
250.534
2035-06
45.970
593
]
2004-05
2007-08
2008-09
2005-06
2006-07
2004-05
UNet Operating Revenue
Mill
vC
Direct Operating Expense
i
Administrative
.-
20000,300
50.000,000 —4433-601--------
&
General Expense
..--.
16,000,000
40,000,000
30,000,000
[]
I [1
295
16,0831)30
34.784,259
14,0)3 000
12,000.008
34166.749
10,083.008
15,71,878
20000.000
15519.010
8,000.01)3
6,000.800
10,000,000-
4000003
2.008,000
2008-09
2007-08
2006-07
2005-06
2334-05
2008-09
2087-08
2006-37
2306-06
2004-05
• ..
>1
Total Fixed
Assets
Total Current Assets
1125
120,000,000
[-1
I
194.000,003
27,923019
514
i2004-05
2005-06
94,370.204
2006-07
2007-08
120897,812
2008-09
143.757.005
29,287.596
796
80.000,000
63.000,oco
I
I
40.000,00
20O
1040 i:ii
2038-09
2007-08
Li
2606-07
20506
20,000.0 40,000,0 60,000.0 83.003,3 103,000, 120,000, 140,030. 160.003,
20045
00
Total Assets
00
00
00
003
000
000
000
Total Current Liabilities
Total Current Liabilities
Total Assets
25, 000, 000
300,000.000
20,000,000
• 2524689
20.07 561
,
15,880, 817
15,000,000
250,000.000
2008-09
200,000 000
16 159 710
150,000,000
1O247215
10,000,000
10,30 873 111338,302
16,67 347
12007.08
2306-07
5,000,00020-
2005-06
100.000.000
12004-05
50.000,000
08
2 006-
07
•.
2005-
06
••
200405
Dividend
Gross Profit
Paid up Capital
Gross Profit
Paid up Capital
60,000,000
203,000,000
182,344,000
180.000,000
158,560..003
160,000.000
50,000.000
148.000,008
40,000,000
140.000.000
120,080,080
30,000,000
100,000.000
52, 20,8 2
88.000. 000
38 333M 3
20,000.000
80.800.000
243 25
60,000.000
17
40,030,003
20.000.000
2008-09
80fl0
-
2037-08
2008-09
2036-07
2005-06
2007-08
2004-05
2005-06
2006-07
2004-05
-,..
NPAT
NPBT
35. 000,000
10,406.883
38,080.000
11,306.281
25,000,000
12004-05
200506
11.890 968
2006-07
20. 000, 800
2007-08
118,418,019
15.039.000
29 773.935 2008-09
19. 000. 090
5.008,000
-
5,000,000 10.000,00 15.000,00 20.000,00 25,000,00 30,000,00 35.000,00
0
2008-09
2007-08
2006-07
2005-06
2004-05
0
0
1k. in Million
0
0
0
Current Ratio
Return On Equity
Return on Equity
16,00
.... . ... . . . ...
13.95
--.--.-.-.-
14.00
12.00
20.00%
10.00
8.32
7.61
8.00
6.00
4.00
2.00
2008-09
2007-08
Return On Assets
2006-07
iii
2005-06
16.33'%/.-
^12.
10.00%
, , ,
8
9%1
5
8.03%
3.01 ^
9%
,
^
.
0.00%
2008-09
2004-05
2007-08
2006-07
2005-06
2004-05
Gp Margin
14.00%
54.00
5200
50.00
8.0
48.00
%
46.00
44.00
42.00
4.00%
40.00
38.00
20Q809
2008-09
2007-08
2006-07
2005-06
2004-05
2007-08
2006-07
2005-06
2004-05
NP Margin
Dividend
22793JJ
203
25. 000 000
2008-09
20,000,030
145603 0
2007-08
2006-07
2005-06
1 5.000300
8.8.UUO
8000003
1
• 2004-05
2003•09
Dividend %
230708
2006•07
20506
23045
EPS
EPS
Dividend %
16.00%
14.00%
1.8
1 /o
12. %
.
12
EEEEE
0.00%
2008- 2007- 2006- 200509
08
06
208-O9
200405
0 . —00foo
2007.06
2006-07
2005-J6
2004.05
M",iaye
c1ctirman
/rom
14,
Dear Shareholders
I am pleased to have this opportunity to
address the shareholders of AGNI as the
Chairman of its Board.
You may be aware that I represent
Worldwide Opportunity Fund, an
investment fund which seeks out new and
worthwhile projects in emerging and
"frontier" markets. We invest for pension
funds, Fund of Funds, listed companies
and wealthy individuals who have the
courage and determination to engage in
innovative business.
As a result of our investment mandate, we
take a long term investment view. We
located AGNI over three years ago and after research and due diligence, we made a
substantial commitment in both time and money to provide AGNI with the capital to
purchase equipment for expansion of internet access to its customers.
The three principals of the Worldwide's manager (Terra Partners) received seats on the
board of directors and I received the honor of being appointed Chairman of the Board.
Over the last few years we have been involved with AGNI and we have seen it become
a leader in internet service in Bangladesh, and hopefully in the region.
During the past three years, AGNI has been successful in achieving continued growth
in the following manner:
Year
R evenue
2008-09 1J
L 105,528,370
LJPAT - J
2007-08
81,586,375
29,773,93f 18,418,019 2006-07J
55,388,712
11,890,968
We have been advised by the Managing Director that our company has a number of
projects on the drawing board; expansion plans and if the proper environment presents
itself, plans for acquisitions and expansion of the business within the purview of the
prevailing Rules and Regulations of the country.
Further updates will, of course, be provided though official channels as the Company's
plans come together. In the meantime I thank our fellow shareholders, the BTRC, stock
exchanges, SEC and other authorities for their support and encouragement.
Sincerely yours,
"A—
Howard I. Golden, MBA, JuDr.
Chairman
Pdej_iaYerow tke
Pdanaging 2irector
10
Lcwn P.
agri
.
Dear Shareholders
It is indeed my pleasure to present a brief recommence of the affairs of the company
together with the audited Financial Statements, Auditors Report and Directors' Report
for the year-end June 2009.
I write to inform you on the progress and continued growth of your company Agni
Systems Limited. In the year ending June 2009, our operating revenue grew by 29%
over the last year.
In the coming days we are poised to continually grow our revenue through our wireless
and fiber optic broadband network expansion and customer acquisition drive.
Additionally, we are enhancing our service delivery capacity by investing in the next
generation broadband network infrastructure to deliver value added services.
We are pleased to announce that the BTRC already issued the IP Telephony license in
the name of Agni Systems Ltd very recently. This service will add a new dimension to
our core business and the adoption of the Internet for voice communication will receive
a much needed boost. We hope to see new businesses such as call centers to form in
Bangladesh creating more opportunities for the ISPs to deliver Internet and IF
Telephony to these new businesses. ISPs ready with networks capable of delivering
"QOS" quality of service, an essential feature for voice communication on IP networks,
will have an edge over others. The recent performance of our company and the new
opportunities reinforce the fact that the future outlook is very potential for the
Shareholders and Investors of our company.
After the agricultural and industrial revolution, the new millennium has been observing
another revolution across the globe. It is nothing but Information and Communication
Technology (ICT). The wave of the revaluation has also touched the developing
countries like Bangladesh with massive changes in living standards and business
environment.
Recently elected Awami League led ruling government had pledged to turn the country
as a Digital Bangladesh during their election campaign. lOT is the main tool the
government can use to fulfill their commitment to bring changes for rapid growth and
development as well as to ensure transparency. Scope of ICT is much wider in
Bangladesh as little progress has been achieved so far in this area.
We are planning strategic acquisitions that will give us immediate revenue and market
share, and at the same time we are aggressively partnering with key channel partners
such as trade associations, industry groups, smaller ISP's, small business retailers, etc.
I look forward to doing all that I can to serve you, the Shareholders and Investors in our
company, and to make Agni Systems Limited the best and the brightest in the ISP
community. I thank you for your continued support, and I look ahead with great
anticipation to our combined success.
Yours very truly,
Mohammed Abdus Salam
Managing Director
d
Port
^re,c tor
2irector I
ieeport
/
i11 e &a rd
port
irecior
Dear shareholders,
We, on behalf of the Board of Directors, have the
great pleasure to welcome you all to the 13th
Annual General Meeting of the company and
place before you the Directors' Report, Financial
Statements along with the Auditors Report
thereon for the year ended June 30, 2009.
Our objective
Agni Systems Limited is an Internet Service
Provider and commenced its operation with the
distinct objective of providing quality Internet
access to Individuals and Corporate at an
affordable cost and thus participating in overall
economic development of the country.
Communication is an important part of the
economic activity for any country and Internet is
one of the fastest and most economic ways of
communication. We are pursuing to develop
enabling solutions to lessen the digital gap across
the country.
Economic Outlook:
Bangladesh was among the most resilient
economies amid acute economic recession in FY
2008. The long term growth potential of the
country remains intact with intermediate shock
due to the external sectors' underperformance.
Over the FY 2009-10 and beyond real GDP
growth is expected stick around 6% per annum
with reduced inflationary pressures, as the
commodity market is getting stable. Yet export
diversification and new market penetration for
manpower export are the major challenges
besides implementing annual development plan to
reduce the gap of around 8% in between national
investment rate and saving rate.
Industry scenario
As you know Agni has started its journey through
dialup Internet Service with a very few land
phones in 1995. There were no ISP licenses then
and two or three Companies offered Internet
Access. Now, 14 years down the line, the Telecom
Regulatory Commission (BTRC) has issued over
200 ISP licenses. However, only five companies
are listed with the stock exchanges.
Rapid technological advancement has
significantly redefined industry dynamics and
shaped competitiveness over time since then.
Today, Internet services are offered through stateof-art technologies in a much more regulated
environment. Moreover Government has declared
vision and roadmap towards a digitized economy,
which would open more opportunities for ICT
service industry.
Advent of Mobile Internet services provided by all
the mobile operators of the country has increased
Internet penetration rate significantly. Yet country's
broadband penetration rate remains one of the
least-penetrated markets in the world at 0.03% as
reported by the ITU against the global average of
6.06%. Hence the outstanding yet-to-be
penetrated population is sizable with a population
of 150 million. So the growth outlook for Internet
service providing industry is potential.
BTRC is regulating the industry and sets the price
for bandwidth for different level and types of
consumptions. BTRC is working on to create a
level playing field through ensuring healthy
competition and preserving public interest. Over
the last one year BTRC has reduced bandwidth
cost by around 70% to facilitate low cost Internet
services to the mass.
IPTSP licenses have been awarded recently by
BTRC. Agni Systems Limited has been awarded
with an IPTSP license recently. IF Telephony is a
rapidly emerging technology for voice
communication that uses the ubiquity of IP-based
networks to deploy IF Technology enabled
devices in enterprise and home environments.
IF Technology enabled devices, such as desktop
and mobile IP phones and gateways, decrease
the cost of voice and data communication,
enhance existing features, and add compelling
new telephony features and services.
Livir
The challenges in front of IF telephony are the
delivery of voice, fax, or video packets in a
dependable flow to the user, at a level comparable
to that of the PSTN in the near future.
Augere, one of the WiMAX license holders, has
launched WiMAX Internet services to targeted
niche market during October 2009. Other
competing forces are developing capacity and the
industry's landscape will be more competitive in
the near future.
WIMAX, the wireless broadband technology that is
vying with Long Term Evolution to become the
standard for the next generation of higher-speed
wireless networks, draws either delight or
derision, depending on whom you ask - its
champions or detractors.
Agni is a believer in the future of WiMAX and are
all set to deploy WiMAX Wireless network in a
fixed or nomadic fashion.
Going Concern:
The Directors have made an assessment of the
company's ability to continue as a going concern
and they are convinced that the company has
adequate resources to continue its operation in
the foreseeable future and preparing the financial
statements where the going concern concept was
a basis.
Future Outlook
Adequate investments in the appropriate
technology will be the key success factor in the
increasingly competitive market. Wired services
will become obsolete while wireless Internet will
expand the market in the backdrop of rapid
technological advancement. To align with such
changes, Agni will have to focus on investment in
state of art Internet service network, such as
W1MAX.
Recently, BTRC has issued the IF Telephony
license in the name of Agni. This service will add a
new dimension to our core business and the
adoption of the Internet for voice communication
will receive a much needed boost. Large volume
of investment is required to acquire the necessary
equipment to reap the business opportunity.
To quickly capitalize IPTSP license-based
business opportunities and to deploy wireless
modern Internet service providing network, Board
of Directors is considering raising necessary fund
through private placement rather right/ bonus
issue. Right issue process is too lengthy taking
almost one year to close necessary formalities
while technology is changing rapidly. Obtaining
bank loans will not easy as ISPs' assets are not
considered by them as liquid asset to meet
collateral requirements. Hence, raising equity fund
is the optimum solution.
Corporate Governance:
The company is determined to ensure good
governance by adhering to all applicable rules and
regulations by which it will discharge vows to the
valued shareholders and other stakeholders and
to the society as well. Agni has taken necessary
steps to maintain standard corporate
management. The company has made
disclosures in accordance with the Securities and
Exchange notification # SEC/CMRR CD/2006158/ADMIN/02-08 dated 20-02-2006 in the
annexure- 1 to 5.
Dividend
Considering the stakeholder interest and
satisfaction the Board of Directors of Agni
Systems Limited recommends 12.50% Stock
dividend (1 Share for each 8 existing Shares) on
18,234,400 ordinary shares of Tk.10.00 each for
year ended June 30, 2009.
Appropriation of Profit
Considering the overall environment of IT sector
and current strength of the Company, the Board of
Directors has recommended a stock Dividend at
the rate of 12.50% (1 share against each 8
existing shares) for the year ended June 30, 2009
against the paid up capital of Tk. 182,344,000.00
for the members whose name appear in the
share register I depository record as on November
11,2009.
The Board therefore, recommending the
dividend for the year 2008-09:
Description
Amount in Tk.
Net profit for the year 2008-09 Profit brought forward from last year
Profit available for appropriation 29,773,935
48,137
29822,072
Appropriation
22,793,000
Transfer to retain earnings
7,029,072
Capital of the Company:
The authorized capital of the Company is
Tk.100,00,00,000 divided into 10,00,00,000
shares of Tk.10.00 each. Existing Paid up Capital
of the Company is Tk. 18,23,44,000.00 divided
into 1,82,34,400 shares of tk.10.00 each.
After issuance of 12.5% Bonus Shares the Paid
up Capital of the Company would increase to Tk
20,51,37,000.00 divided into 2,05,13,700 ordinary
shares of Tk.10.00 each.
Directors Election:
As per the Article of Association of the company
the following Directors shall retire in the 13th
Annual General Meeting and being eligible offered
themselves for re-election:
Mr. Howard I. Golden and Mr. Filip Montfort.
17 November 2009
Dhaka
Our existing auditor Khan Wahab Shafique
Rahman and Co., Chartered Accountants has
been completed the audit for the year 2008-09
and retire and express their intention to continue
for the year 2009-10.The Board of Director to
reappoint the auditor for the year ended June
2010 with the remuneration of Tk.80,000/-.
Acknowledgement:
Proposed Stock Dividend
Mohammed Abdus Salam
Managing Director
Auditors:
We record our deep appreciation of the hard
works, united effort and quality services of the
management of Agni Systems Limited. We are
grateful to the shareholders for their confidence
on us and consider the same as a source of our
strength. We take the opportunity to express our
thanks to our honorable clients for their
continuous support & confidence on us. Without
their support our success could not be achieved.
Besides, we also appreciate the role of BTRC,
Ministry of Post & Telecommunication, Securities
and Exchange Commission, Registrar of Joint
Stock Companies and Firms, Dhaka Stock
Exchange Limited, Chittagong Stock Exchange
Limited and various other government and
regulatory bodies for their enlightened guidance
and cooperation.
My colleagues in the Board of Directors of our
company deserve thanks for their relentless
support and cooperation.
On behalf of the Board of Directors
0^_^
Zia Shamsi
Director
Compliance 0/ Corporate governance
Financial Reporting Framework
The Directors, in accordance with the SEC Notification # SEC/CMRRCD/2006-158 I Admin / 02-
08 dated February 20, 2006 confirm the compliance
with the financial reporting framework for the
following: U The financial statements together with the notes
thereon have been drawn up in conformity with the
Companies Act, 1994 and Securities and
Exchange Rules, 1987. These statements present
fairly the Company's statement of affairs, the result
of its operation, cash flow, and statement of
changes in equity.
J Proper books of accounts of the Company have
been maintained.
Annexure-1
J Appropriate Accounting Policies have been
consistently applied in preparation of the
financial statements except those referred to
the financial statements and that the
accounting estimates are based on reasonable
and prudent judgment.
• The International Accounting Standards, as
applicable in Bangladesh, have been followed
in preparation of the financial statements.
• Internal Control System is sound in design and
has been effectively implemented and monitored.
• There are no significant doubts about the ability
of the Company to continue as going concern.
Annexure-2
Director's Attendance in the Board of Director's Meetings
During the Year 2008-2009
Attended
Total Meeting -
Name of Director
Mr. Howard I. Golden
06
01
Mr. Mohammed Abdus Salam
06
06
Mr. Zia Shamsi
06
05
Mr. Filip Montfort
06
02
Mr. Yarden Mariuma
06
02
Mr. Javed Bukth
06
05
Mr. Murshed Sayeed
06
05
Mr. Moh. Rafiqul Islam Rowly
03
01
Share holding position of top five executives
Annexure-3
as on 30-06-2009
ame
o of Share
Ms. Farhana Haque
Head of Marketing
Mr. Mizanur Rahman Talukdar
Chief Technical Officer
Mr. Shaik Mamun Kabir
System Administrator
Mr. Muham med Shariful Islam
Company Secretary
Mr. Abu Syed Al Mamun
Chief Financial Officer (CFO)
Annexu re-4
Share holding position of Directors
as on 30-06-2009
Name of Director
No. of Share
Mr. Mohammed Abdus Salam
720,000
Mr. Zia Shamsi
360,000
Mr. Murshed Sayeed
70,840
Mr. Javed Bukth
14,168
Mohammad Rafiqul Islam Rowly
Mr. Howard I. Golden, Mr. Filip Montfort, Mr. Yarden
Mariuma are nominated directors of Worldwide
Opportunity Fund (Cayman) Ltd. So, they are not
holding any shares in their personal name.
Internal Control
The Board of Directors are primarily responsible for
ensuring that a proper and effective control system
is in place to run the operations of the company. It is
meant to ensure smooth functioning of the company
along with compliance of all internal and external
rules and regulations.
Independent Director
The Board of Directors appointed Mr. Mohammad
Rafiqul Islam Rowly as Independent Director in
accordance with the SEC Notification #
SEC/CMRRCD/2006-1 58IAdminIO2-08 dated
February 20, 2006.
The board express thier gratitude to Mr. Rowly for
his contribution in connection with technical &
compliance aspect.
An effective internal control also ensures that
measures are taken to minimize operational risks
and detect any error in various operational areas to
ensure ratification in the first phase.
Practically a full proof control system is difficult to
establish but it helps the management to keep
effective control over operations and minimize
deviations as far as possible.
An nexure-5
Compliance Report on SEC's Notification
The Securities and Exchange Commission (SEC) requires all listed companies to report on the compliance
of the conditions described in SEC's notification dated 20 February, 2006 on Comply or Explain" basis. The
Board of Directors of the Company has taken appropriate steps to comply with the conditions and
implemented as many of those as practicable. Status report on compliance is given below in prescribed
format:
LII
Conditions
t••
Compliance
Status
Title
Board of Directors & its Report
The members of the Board should not be less than 5 (five) and
more than 20 (twenty).
Appointment
of Independent Non-shareholder Director (at least 1.2
one-tenth of total number of Board of Directors)
Chairman of the Board and Chief Executive Officer (CEO) be 1.3
different person with different roles and responsibilities
Directors Report to include declarations on 1.4
a. Fairness of Financial Statements
b. Maintenance of proper books of accounts
c. consistent application of Accounting Policies in preparation
of Financial Statements
d.Observance of Bangladesh Accounting Standards (BAS) e. Soundness and efficiency of Internal Control
f._Ability _to_continue _as_a_going _concern
g. Significant deviations in operating results from last year h. Presentation of key operating and financial data for at least last three years
i._Declaration _of_dividend
j. Number of Board Meeting held during the year and
attendance by each Directors
k. Shareholding pattern
Appointment of CFO, Company Secretary etc.
2.0
Appointment of CFO, Company Secretary and Head of Internal 2.1
Audit _and _defining _their _responsibility.
Attendance of CFO and Company Secretary in the Board of 2.2
Directors meeting
Formation of Audit Committee & its Reporting
3.0
i. Number of members of Audit Committee
3.1
ii. Inclusion of Independent Director in the Audit Committee
iii. Fill the casual vacancy in Audit Committee
i. Chairman of the Board Audit Committee 3.2
ii. Qualification and experience of Audit Committee Chairman 3.3i. Reporting by Audit Committee on its activities to the Board ii. Report to the Board by the Audit Committee on conflict of interest etc.
Report by Audit Committee on the qualified point to the SEC 3.4
Report to the Shareholders in the event of findings of certain 3.5
occurrences under condition 3.3(u) above.
Statutory Auditors not to engage in:
4.0
I. Appraisal or valuation services
ii. Financial Information systems design and implementation iii. Book keeping or other services related to financial statements iv. Brokers- dealer services
v. Actuarial services
vi. Internal _Audit _Services
.
vii. Any other services that the Audit Committee determines 1.0
1.1
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Complied
Not Applicable
Complied
Complied
Complied
Not Applicable
Do
Do
Complied
Complied
Complied
Complied
Complied
Complied
Complied
I
Petliew 0/A/i
committee ii
(/tflC1tOfli
Agni Systems Limited has an internal Audit Committee
comprising of four members approved by the Board. The
members of the committee are as follows:
j Mr. Zia Shamsi, Chairman
j Mr. Javed Bukth, Member
..i Mr. Murshed Sayeed, Member
...i Mr. Mohammad Rafiqul Islam Rowly, Member
The committee is functioning independently. The Managing
Director, CFO, Head of Internal Audit attends the meeting on
invitation. The Independent Director, being appointed recently,
has been included in the Audit Committee.
The objective of the Committee is to ensure and improve the
adequate internal financial control to facilitate smooth
functioning of the company's operations and assist the Board
in discharging its responsibilities towards the shareholders of
the Company.
The Committee ensures that a well maneged sound financial
reporting system is in place to provide accurate, appropriate
and timely information to the Board of Directors, management,
regulatory bodies and shareholders.
The Committee is empowered to the appropriate extent to
examine any matter relating to the financial and other affairs of
the Company, to review all internal and external audit and
inspection programs, internal control system and procedures,
adherence to the compliance requirements etc. The committee
actively pursues to ensure organization-wide transparency and
full disclosure of any material risks to the stakeholders.
The Audit Committee report that the internal control and
procedures are adequate to present a true and fair view of the
activities and financial status of the Company and that the
Company's assets are safeguarded and fairly presented along
with all relevant particulars.
IN
I
J^tor
P ort
I
AT
to tIe SLre4oldepj
of
AGNI SYSTEMS LIMITED
We have audited the accompanying Balance
Sheet of Agni Systems Limited as of 30 June,
2009 and the related Profit & Loss Account, Cash
Flow Statement and Statement of Changes in
Equity for the year then ended. The Preparation of
these financial statements is the responsibility of
the company's management. Our responsibility is
to express an independent opinion on these
financial statements based on our audit
Scope:
We conducted our audit in accordance with
Bangladesh Standards on Auditing. Those
standards require that we plan and perform the
audit to obtain the reasonable assurance about
whether the financial statements are free of
material misstatement. An audit includes
examining, on a test basis, evidence supporting
the amounts and disclosures in the financial
statement. An audit also includes assessing the
accounting principles used and significant
estimates made by management, as well as
evaluating the overall financial statement
presentation. We believe that our audit provides a
reasonable basis for our opinion.
Standards (BAS) give a true and fair view of the
state of the company's affairs as of 30 June, 2009
and of the result of its operations, its Cash Flows
and Change in Equity Statement for the year then
ended and comply with the Companies Act 1994,
the Securities and Exchange rules 1987 and other
applicable laws and regulation.
We also report that:
a) 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 and made due verification thereof;
b) in our opinion, proper books of account as
required by law were maintained so far as it
appeared from our examination of those books;
and
c) the company's Balance Sheet and Profit and
Loss Account dealt with by this report are in
agreement with the books of accounts maintained
by the company.
d) the expenditures incurred was for the purpose
of the companies business.
Opinion:
In our opinion, the financial statements prepared
in accordance with Bangladesh Accounting
Dated: Dhaka
October 28, 2009
tLt
Khan Wahab Shafique Rahman & Co.
Chartered Accountants
W
AGNI SYSTEMS LTD.
ç1
AS ON 30 JUNE 2009
I
NOTES
PARTICULARS
I
I 30 June 08 I
Taka
30 June 09
Taka
APPLICATION OF FUNDS
Non-Current Assets:
Property Plant and Equipment (at WDV)
Telephone Installation and Deposits
Investment In listed stock
Deferred Expenditure
Total Non Current Assets
4.00
5.00
6.00
7.00
95,862,459
4,260,400
774,636
7,814,445
108,711,940
95,365,977
4,260,400
7,757,764
107,384,141
Current Assets:
Inventories
Accounts Receivable
Advance, Deposits & Prepayments
Cash & Cash Equivalents
Total Current Assets
8.00
9.00
10.00
11.00
4,744,445
31,766,602
27,610,021
79,635,937
143,757,005
6,532,455
22,675,571
29,878,805
61,810,981
120,897,812
Less: Current Liabilities:
Liabilities for Expense
Liabilities for Service
Liabilities for Other Finance
Provision for Income Tax
Provision for Deferred Tax
Total Current Liabilities
12.00
13.00
14.00
24.00
25(a)
Net Current Assets
El
Total Net assets
SOURCE OF FUNDS:
Shareholders Equity
Share Capital
Share Premium
Proposed Dividend
Profit & Loss Account
Total Shareholders Equity
Total Fund & Liabilities
15.00
34.00
,
2,289,588
637,022
2,749,857
2,595,831
2,030,575 1
10,302,873
6,741,341
260,047
2,362,350
4,435,820
2,090,259
15,889,817
133,454,132
105,007,995
242,166,072
212,392,137
182,344,000
30,000,000
22,793,000
7,029,072
242,166,072
242,166,072
158,560,000
30,000,000
23,784,000
48,137
212,392,137
212,392,137
The accounting policies and other notes 1 to 35 form are an integral part of the financial statements. The
Financial statements were authorized for issue by the Board of Directors on 22 October, 2009 and signed on its
behalf by:
Managing Director
Dated: Dhaka
28 October, 2009
Director
Signed in terms of our separate report even date annexed.
Company Secretary
AGNI SYSTEMS LTD.
FOR THE YEAR ENDED 30 JUNE 2009
I
PARTICULARS
NOTES
I
Net Operating Revenue
Less:
16.00
Direct Operating Expenses
17.00
18.00
Depreciation
Gross Operating Profit I Loss
Less:
Administrative & General Expenses
19.00
Finacial Expense
20.00
21.00
Depreciation
Net Operating Profit I Loss
22.00
Non Operating Income
Net Profit Before Tax
23.00
Income Tax Paid
24.00
Provision for Income Tax
Deferred Tax Expense I (Income)
25(b)
Net Profit After Tax
Profit I (Loss) Brought Forward
Proposed Dividend
34.00
Balance Transferred to Balance Sheet
Earning Per Share (Per Value Tk. 10!-)
2008-09
Taka
2007-08
Taka
105,528,370
81,586,375
44,933,671
34,784,259
7,973,887
8,168,223
52,907,558
42,952,482
52,620,812
38,633,893
17,247,122
13,628,385
561,893
5,315,925
5,445,484
23,124,940
19,073,869
29,495,873
19,560,024
3,317,597
4,459,636
32,813,470
24,019,660
503,388
764,326
32,310,082
23,255,334
2,595,831
2,747,056
(59,684)
2,090,259
2,536,147
4,837,315
- 29,773,935
48,137
18,418,019
5,414,118
29,822,072
23,832,137
22,793,000
23,784,000
7,029,072
48,137
26.00
1.63
1.16
The accounting policies and other notes 1 t 35 form are an integral part of the financial statements. The Financial
statements were authorized for issue by the Board of Directors on 22 October, 2009 and signed on its behalf by:
Managing Director
Dated: Dhaka
28 October, 2009
Director
Signed in terms of our separate report even date annexed.
— iVWW
Company Secretary
I
AGNI SYSTEMS LTD.
FOR THE YEAR ENDED 30 JUNE 2009
Share capital
PARTICULARS
Ason3O June 2007
Share Premium
Stock Dividend
Appropriation of 2007-08 Profit Dividend Paid
30 June 2008
Taka
148,000,000
-
10,560,000
-
-
158,560,000
As on 30 June 2008
Share Premium
Bonus Share
Appropriation of 2008 - 09 Profit
Dividend Paid
30 June 2009
158,560,000
-
23,784,000
-
-
182,344,000
Share
Premium
Taka
-
30,000,000
-
-
30,000,000
-
30,000,000
-
-
-
30,000,000
1
Proposed
Dividend
Taka
10,560.000
-
(10,560,000)
23,784,000
-
23,784,000
Retained
earnings
Taka
5,414,118
-
-
(5,365,981)
23,784,000
-
(237784,000)
22,793,000
48,137
-
-
6,980,935
-
22,793,000
-
7,029,072
1
Total
Taka
163,974,118
30,000,000
18,418,019
-
48,137 1 212,392,137
182,392,137
30,000,000
29,773,935
1
242,166,072
The accounting policies and other notes 1 to 35 form are an integral part of the financial statements. The Financial
statements were authorized for issue by the Board of Directors on 22 October, 2009 and signed on its behalf by:
Managing Director
Dated: Dhaka
28 October, 2009
Director
Signed in terms of our separate report even date annexed.
kw-
Company Secretary
I
AGNI SYSTEMS LTD.
I
I
FOR THE YEAR ENDED 30 JUNE 2009
I I
I I
PARTICULARS
I
I
2008-09
Taka
I
2007-08
Taka
A. Cash Flow From Operating Activities:
Collection From Customers
130,176,260
Payment for Expenses & Others
(103,949,508)
Advances
99,682,314
(79,867,099)
3,106,860
(6,923,032)
29,333,612
12,892,183
Income Tax Paid
503,388
Net Cash From Operating Activities
28,830,224
764,326
Cash Generated From Operations:
12,127,857
B. Cash Flow From Investing Activities:
Purchase of Property, Plant & Equipment
(13,786,294)
(10,297,926)
Investment in Listed Stock (at Cost)
(774,636)
Software Research & Development
(1,500,000)
Interest Income
3,147,006
-
170,591
-
Share Investment Income
Net Cash Used in Investing Activities
(12,743,333)
(1,160,000)
(11,457,926)
C. Cash Flow From Financing Activities:
Preferred Share
Share Premium
Dividend Paid
Other Finance
1,738,064
Net Cash Used in Financing Activities
1,738,064
-
Net Increase/(Decrease) in Cash & Cash Equivalents
17,824,955
Cash & Cash Equivalents at Opening
61810,981
Cash & Cash Equivalents at Closing
79,635,937
669,931
/4Cf
Managing Director
Dated: Dhaka
28 October, 2009
Director
Signed in terms of our separate report even date annexed.
-
61,141,050
61,810,981
Company Secretary
m fe,5 to
V
I(1V
ivLa Rc/Ct
.StatOo e, Rb
I.
p
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2009
1.00 REPORTRING ENTITY:
1.01 Legal form of Company
The Company was incorporated on 04 November 1995 as a Private Company Limited by shares
registered under the Companies Act 1994. It's Registration No. is 29635(923)/95. Subsequently the
Company converted to Public Company limited by Shares on 28 August 2002 and is listed both in
Dhaka Stock Exchange (DSE) & Chittagong Stock Exchange (CSE) of Bangladesh.
1.02 Address of the Registered and Corporate Office
The registered office of the company located at Navana Tower, 11th floor, Suite-A, 45 Gulshan
Avenue, Gulshan-1, Dhaka-1212
1.03 Nature of Business Activities
The main activities of the company are to render service of electronic mail, internet access,
electronic data communication, computer networking, electronic data processing, electronic data
entry, software development, to provide service of consultancy, to buy, setup, install, produce, rent
and deal otherwise in all types of computer, computer peripherals, fax/data modem, computer
networking equipment, related accessories, archiving contentment, access network, domestic and
international gateways for all type of communication & computer software.
1.04 Number of Employees
The numbers of employees at year-end were 180 (One hundred eighty) persons.
2.00 BASIS OF PREPARATION:
2.01 Statement of Compliance
The financial statements have been prepared and the disclosers of information made in accordance
with the requirements of the Companies Act 1994, the Securities and Exchange Rules 1987 and
lAS's adopted by the Institute of Chartered Accountants of Bangladesh (ICAB), as Bangladesh
Accounting Standard (BAS).The Balance Sheet and the Profit and Loss Account have been
prepared according to lAS 1 (Presentation of Financial Statements) based on accrual basis
following going concern assumption and cash flow statement according to lAS 7).
2.02 Basis of measurement
The financial statements have been prepared on the basis of the historical cost basis.
2.03 Functional and presentational currency and level of precision
The financial statements are prepared in Bangladesh Taka (Taka/Tk.) which is the company's functional
currency. All financial information presented in Taka has been rounded off to the nearest taka.
I
2.04 Use of estimates and judgment
The preparation of financial statements requires management to make judgments estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual result may differ from the estimates. Estimates and
underlying assumptions are reviewed on an on going basis.
2.05 Reporting period
The financial period of the company covers one year from 01 July to 30 June and is followed
consistently.
3.00 SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to all periods presented in
these financial statements.
3.01 Application of Standards
In preparing and presenting these financial statements, considering relevant for the significant
accounting issues of the company, following lASs have been followed by the company, which were
issued by the ICAB formulated in the light of the lASs originally issued by the International
Accounting Standard Board and the conditions and practices prevailing in Bangladesh and which
also stand valid as on the Balance Sheet date.
3.02 Impact of Recently Issued Accounting Standards
There was no such impact on these financial statements as no new accounting standard was issued
by the ICAB during the year under audit.
3.03 Recognition of Property, Plant & Equipment and Depreciation
Property Plant and Equipment are stated at their cost less accumulated depreciation in accordance
with lAS 16" Property, Plant and Equipment". Cost represents cost of acquisition or construction.
Half year's depreciation has been charged on additions irrespective of date when the related assets
are put into use. Depreciation on all other property, plant and equipment are computed using the
reducing balance method in amounts sufficient to write off depreciable assets over their estimated
useful economic lives.
Depreciation has been charged at varying rate from 2.5% to 15% for all assets except Land and
Land Rights.
A flat (Building) costing Tk. 9,911,942 was purchased in the year 2005-06, depreciation has been
charged at the rate of 2.5% from the financial year 2007-08.
3.04 Inventories
Inventories comprise various Modems, Router, Switch, Cables, IBM ThinkPad & others. They are
stated at the lower of cost and net realizable value in accordance with [AS 2 "Inventories".
The cost is calculated on average method consistently. Costs comprise expenditure incurred in the
normal course of business in bringing such inventories to its location and conditions.
3.05 Accounts Receivable
These are carried at original invoice amount. These are considered good and collectible, and
therefore, no amount was written off as bad and no debt was considered doubtful to provide for.
3.06 Cash and Cash Equivalents
For the purpose of balance sheet and cash flow statement, cash in hand and bank balances
represent cash and cash equivalents considering the lAS 1 "Presentation of Financial Statements"
and lAS 7 "Cash Flow Statement', which provide, that cash and cash equivalents are readily
convertible to known amounts of cash and are subject to and insignificant risk of changes in value
and are not restricted as to use.
3.07 Creditors and Accrued Expenses
Liabilities are recognized for amounts to be paid in the future for goods and services received,
whether or not billed by the supplier.
3.08 Taxation
The Company is a public ltd. company. As per the Income Tax Ordinance, 1984 provision for
taxation has been made at the existing rate of 27.5% in respect of business income.
3.09 Revenue Recognition
Revenue are recognized as per lAS 18 "Revenue Recognition" as follows:
a) Post Paid Internet Services and Web Page Software sales are recognized when invoices are
made. Pie -paid Internet Services are recognized on receipts.
b) Other Income are recognized at the time of receive of money from other purpose than the normal
course of Business of the Company.
3.10 Research & Development Cost
Research & development cost was incurred for development of Agni Systems Ltd. own software.
The cost is amortized every year © 20% by using reducing balance method consistently.
Details are shown in Annexure-2.
3.11 Earning Per Shares (EPS)
The Company calculates Earning per Share (EPS) in accordance with IAS-33 "Earning per Share"
as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB).
3.12 Cash Flow Statement
Cash Flow Statement is prepared principally in accordance with lAS 7 "Cash Flow Statement" and
the cash flow from the operating activities have been presented under direct method considering the
provision of Paragraph 19 of lAS -7 which provides that Enterprises are encouraged to report Cash
Flow from Operating Activities using the Direct Method.
3.13 Additional information on Financial Statements
a) Responsibility for Preparation and Presentation of Financial Statements
The Board of Directors is responsible for the preparation and presentation of Financial
Statement under Section 183 of The Companies Act 1994, the Securities and Exchange rules
1987 and as per the provisions of the Framework for the Preparation And Presentation of
Financial Statements" issued by the International Accounting Standards Committee (IASC).
b) Components of the Financial Statements
According to the International Accounting Standard (lAS) 1 "Presentation of Financial
Statements", the complete set of Financial Statements includes the following components:
(i) Balance Sheet as at 30 June 2009
(ii) Profit and Loss Account for the year ended 30 June 2009
(iii) Statement of Changes in Equity for the year ended 30 June 2009
(iv) Cash Flow Statement for the year ended 30 June 2009
(v) Accounting Policies and Explanatory notes.
c) Risk and Uncertainties for use of estimates in preparation of Financial Statements
The preparation of Financial Statements in conformity with the International Accounting
Standards requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the period reported. Actual results
could differ from those estimates. Estimates are used for accounting certain items such as longterm contract provision for doubtful accounts, depreciation and amortization, taxes reserves and
contingencies.
d) Comparative information
Comparative information have been disclosed in respect of the year 2007-2008 for all numerical
information in the Financial Statements and also the narrative and descriptive information when
it is relevant for understanding of the current period's financial statements.
I
AGNI SYSTEMS LTD.
I
Amount (In Taka)
2007-08
2008-09
iik
4.00 Property, Plant & Equipment: Tk. 95,862,459
Opening Balance (at cost)
Add: Addition During the Year
Closing Balance (at cost)
Less: Accumulated Depreciation
Written Down Value (WDV)
154,026,200
13,785,794
167,812,494
71,950,036
95.862.459
143,728,274
10,297,926
154,026,200
58,660,223
95,365,977
4,260,400
4,260,400
4.260.400
4,260.400
5.00 Telephone Installation & Deposits: 1k. 4,260,400
-a
Opening Balance
Add: Addition During the Year
Closing balance
I
This is represent payment against demand note to Bangladesh T &T Board for telephone installation.
774,636
6.00 Investment In Listed Stock (at cost): Tk.
This amount represents the investment in the listed stock in capital market.
Schedule of investment: Tk.
Name of the company
No of Share Face value
PremierBank
SouthEast bank
Brac bank
Reliance Ins
Total
50
2,100
130
1001
Avr. Cost
value per share
100
100
100
1001
7.00 Deferred Expenditure: Tk.
Cost value (Tk)
186
281
662
8941
1
9,300
590,100
86,060
89,4001
774,6361
Market value (Tk)
14,450
594,300
89,635
85,275
783,660
7,814,445
5,228,953
2,585,492
7,814,445
5,036,193
2,721,570
7,757,763
5,036,193
Opening Balance
1,500,000
Add: Addition During the Year
1,307,240
Less: Amortization During the Year
5,228,953
Closing balance
5,135,244
1,160,000
1,259,051
5,036,193
7.01
Software Research & Development
7.02
IPO Expenses
Total
7.01 Software Research & Development: Tk.
Details are shown in Annexure-2.
5,228,953
AGNI SYSTEMS LTD
1I
Amount (In Taka)
2008-09
2007-08
7.02 IPO Expenses: Tk.
Opening Balance
Less: Written off @ 5%
Closing balance
2,585,492
8.00 Inventory: Tk.
4,744,445
2,721570
136,079
2,585,492
2,864,811
143,241
2,721,570
Inventory- Modem
1,500,191
Inventory- Routere
924,858
Inventory- Switch
638,008
Inventory- Cable
697,289
Inventory- Others
984,099
4,744,445
2,630,726
1,455,512
682,041
917,029
847,147
6,532,455
9.00 Accounts Receivable: Tk.
31,766,602
30,610,125
ISP Billing
Share investment from EPL
398,456
Interest Receivable (FDR)
758,021
31,766,602
10.00 Advance, Deposits & Prepayments: Tk.
22,675,571
22,675,571
27,610,021
Advance
16,987,582
Advance House Rent
2,322,684
Advance Purchase
2,288,424
Advance Against Bid
905,165
Advance for Bandwidth Fee
1,073,400
Other Advance
856,203
Advance Tax
6,109,516
Advance VAT
3,432,190
16,987,582
2,534,430
2,888,603
1,500,000
3,963,964
465,844
5,940,216
2,801,385
20,094,442
Deposits
4,976,929
Deposits- Bangladesh T & I Board
612,000
Deposits- AKTEL
22,598
Deposits-Grameen Phone
17,000
Security deposit for Bandwidth Fee
2,291,000
Deposit- Others
2,034,331
4,976,929
612,000
22,598
17,000
2,034,331
2,685,929
Prepayments
5,645,510
Prepaid Insurance
101,759
Prepaid License & Renewal Fee- BTRC
594,236
Prepaid advertisement
1,540,000
Prepaid -Membership Fee
669,816
L/C Margin Deposit
2,739,699
5,645,510
27,610,021
Total
203,518
983,471
2,366,282
632,750
2,912,414
7,098,435
29,878,806
III
AGNJ SYSTEMS LTD.
Amount (In Taka)
2008-09
2007-08
1
11.00 Cash & Cash Equivalents :1k.
79,635,937
Cash in Hand
101,040
211,830
Cheques in Hand - Subsequently realised
21,122,482
40,154,599
21,223,522
40,366,429
Cash at Bank
Al - Falah (STD)
2,435
202,435
Standard Chartered Bank Ltd.
8,408,970
10,086,157
Dutch Bangla Bank Ltd.
191,727
191,727
Eastern Bank Ltd.
877,769
592,891
Hongkong Shanghai Banking Corporation-HSBC
482,338
1,057,897
BRAC Bank Ltd.
3,720
820,370
Sonali Bank Ltd.
279,192
573,489
ICB Islamic Bank
12,229
12,229
Wood Bank
546,637
1,292,309
Dhaka Bank Ltd.
76,599
459,623
Bank asia (STD)
384,688
5,949,497
Bank Asia
222,163
132,442
Dhaka Bank Ltd.(FDR)
46,850,461
Prime Bank Limited
61,439
61,439
BRAC Bank Ltd. STD
12,048
12,048
58,412,415 121,444,553
79,635,937
61,810,982
12.00 Liabilities For Expense :1k.
2,289,588
Salary Payable
1,348,588
1,830,013
Provision for Telephone Bill
-
128,333
Bandwidth and Related Exp.
-
3,648,000
Directors Remuneration Payable
290,320
503,780
Provision for Electric Bill
144,436
124,382
Provision for Mobile Bill
6,244
6,833
Provision for AGM Expenses
500,000 1500,000
2,289,588
6,741,341
13.00 Liabilities For Service: Tk.
Liabilities for Courier Bill
Liabilities for Other Services
Provision for Audit Fee
637,022
11,487
555,535
70,000
637,022
8,030
182,017
70,000
260,047
I
AGNI SYSTEMS LTD. '1
Amount (In Taka)
2007-08
2008-09
2,749,857
14.00 Liabilities for Other Finance :1k.
129,669
Advance from Customers
882,124
VAT Payable
1,738,064
Dhaka Bank Ltd.(SOD)
-
Loan from MD
2,749,857
279,000
780.000
1,303,350
2,362,350
182,344,000
15.00 Share Capital: 1k.
Authorized:
1,000,000,000
100,000,000 share 1k1 each
Issued Subscribed & Paid-up:
158,560,000
15856000 share © Tk.10 each fully paid-up in cash
23,784,000
2378400 Bonus share Issued © Tk. 10/182,344,000
1,000,000,000
48,000,000
10,560.000
158,560,000
Shareholding position was as follows:
Percentage of Shareholding 2007-08
2008-09
9
6.39
6
18.73
35
48.29
50
26.58
100
100
Name of shareholders
Promoters
Institution
Public
Foreign
Total
Value (Taka)
2008-09
11,650,080
34,161,410
88,061,310
48,471,200
182,344,000
Distribution schedule-Discloser under The Listing regulation of Stock Exchange.
This distribution schedule showing the number of shareholders and their shareholdings in percentage has been
disclosed below a requirement of the Listing regulations of Dhaka & chittagong Stock Exchange:
Shareholders Range in Number of Number of holders
share
of total
shareholders
1,922
2,006
141
98
31
17
8
17
14
2
4,256
3.31
19.03
6.02
7.71
4.11
3.25
2.04
6.31
22.06
26.16
100.00
Less Than 500 Shares
500 to 5000 Shares
5001 to 10000 Shares
10001 to 20000 Shares
20001 to 30000 Shares
30001 to 40000 Shares
40001 to 50000 Shares
50001 to 100000 Shares
100001 to 1000000 Shares
Over 1000000 Shares
Total
Number of share
603,463
3,469,387
1,097,968
1,405,858
748,645
593,068
371,569
1,150,582
4,023,300
4,770,560
18,234,400
Amount of share
capital
6,034,630
34,693,870
10,979,680
14,058,580
7,486,450
5,930,680
3,715,690
11.505.820
40,233,000
47,705,600
182,344,000
W_
L
EW
AGNI SYSTEMS LTD.
Amount (In Taka)
2008-09
2007-08
16.00 Net Operating Revenue: Tk.
Income from Internet Service
16.01
Profit from Software
16.02
Profit on sale of Modem
16.03
Profit of sale of IBM ThinkPad
16.04
Other Operating Income
16.05
Profit from Red Hat training
16.06
Income from Networking Installation
105,528,370
67,907,247
23,374,084
342.103
370,000
8.798,510
371,829
4,364,597
105,528,370
51,230,166
14,030,366
823,488
315,000
8,279,667
792,292
6,115,396
81,586,375
78,093,334
Income from Internet Service
Less: VAT
10,186,087
67,907,247
58,914,691
7,684,525
51,230,166
16.01 Income from Internet Service: Tk.
16.02 Profit from Software :1k.
67,907,247
23,374,084
39.800,000
Receipt from Software Billing
16.02.1
16,425,916
Less: Expenses Against Software Unit
23,374,084
Profit From Software
16.02.1 Schedule of Expenses For Software Unit:Tk.
16,425,916
Salary & Allowance
7,520,227
Festival Allowance
797,250 Office Rent
1,827,172
Electricity Bill
660,066 Data Expenses
1,101,635
Printing & Publication
293,720
Office Supply
240,880
Conveyance
143,241 Repair & Maintenance
617,200
Security Service
521,359
Office Stationery
134,150
Entertainment
293,121 Advertisement & Publicity
475,000
Insurance Premium-Data center
393,655
Amortization of Research & Development
16,425,916
Total
16.03 Profit on sale of Modem:Tk.
Sales
Less: Cost of Goods
Sold
Profit from Sales
III
IL
25,255,256
11,224,890
14,030,365
5,199,747
498,250
1,260,250
960,860
560,000
112,112
104,045
127,250
380,000
82,229
48,456
82,640
315,000
235,000
11,224,890
342,103
3,575,000
3,232,897
342,103
2,750,000
1926,512
823,488
AGNI SYSTEMS LTD.
I
I
I
Amount (In Taka)
2007-08
2008-09
370,000
16.04 Profit on sale of IBM ThinkPad:Tk.
1,945,000
Sales
1,575,000
Less: Cost of Goods Sold
370,000
Profit from Sales
16.05 Other Operating Income: Tk.
8,798,510
2,625,850
Domain Hosting
3,250,555
Subscription/Admission Fee
2,144,953
Fax Away
777,152
Support Service
8,798,510
16.06 Profit from Red Hat: 1k.
2,597,751
7,380,120
4,065,954
535,219
3,072,984
2,200,085
24,045,541
1,036,0171
44,933,671
1,851,102
4,367,515
3,086,631
340,006
1,709,979
2,018,174
19,986,200
1,424,652
34,784,259
2,597,751
174,160
Courier Bill
1,428,481
Lease Line
508,800
Rental Lease (Pick - up)
265,194
Fax Away Expense
186,415
Prepaid Card Printing
C & F Charge
34,701
2,597,751
17.02 Salary & Allowance: Tk.
2,050,250
1,257,958
792,292
44,933,671
17.01
Other Direct Expenses
17.02
Salary & Allowance
17.03
Other Operating Expenses
17.04
Utility & Supplies
17.05
Office Maintenance
Repairs & Maintenance
Bandwidth Related Expenses
T & T Bill
17.01 Other Direct Expenses:Tk.
- 2,450,250
2,850,250
2,098,164
881,003
8,279,667
371,829
2,690,850
Revenue from Red Hat
2,319,021
Less: Traing Expenses
371,829
17.00 Direct Operating Expenses: 1k.
1,050,000
735,000
315,000
128,267
562,000
487,213
173,553
463,364
36,705
1,851,102
7,380,120
Salary Staff
5,800,120
Festival Allowances
1,580,000
7,380,120
3,369,150
998,365
4,367,515
to
U
AGNI SYSTEMS LTD.
I
Amount (In Taka)
2008-09
2007-08
1
17.03 Other Operating Expenses:Tk.
4,065,954
Printing & Publication
190,120
168,942
Mobile Bill
239,441
174,274
License & Renewal Fee
1,584,075
1,578,650
Other Expenses - Operating
309,342
240,899
Conveyance - Line man
356,607
222,820
Insurance Premium
210,968
98,160
Petrol, Oil & Lubricants - POL Generator
S
164,941
56,280
Broad Band Cabling
956,460
496,835
Tender Schedule Purchase
54,000 149,771
4,065,954
3,086,631
17.04 Utility & Supplies: Tk.
535,219
Electric Bill
471,857
Gas Bill
10,200
WASA Bill
53,162
535,219
17.05 Office Maintenance :Tk.
3,072,984
Office rent
2,880,250
Security Cost
192,734
3,072,984
18.00 Depreciation ( operating ):Tk.
I
7.973,8871
7,973,887
4,522,524
2,132,286
458,344
1,896,145
405,000
7,832,823
17,247,122
3,077,488
2,284,922
145,530
1,105,862
374,000
6,640,583
13,628,385
4,522,524
3,613,5381
Salary Staff
908,9861
Festival Allowance
4,522,524
19.02 Business Promotional Expenses:Tk.
8,168,2231
8,168,223
17,247,122
Salary & Allowance
19.01
Business Promotional Expenses
19.02
Utilities & Supplies
19.03
Office Maintenance
19.04
Repairs & Maintenance
General & Administrative Expenses
19.05
19.01 Salary & Allowance:Tk.
1,660,860
49,119
1,709,979
7,973,887
Annexture - 1
19.00 Administrative & General Expenses:Tk.
292,
7,500
40,150
340,006
21562,103
515,385
3,077,488
2,1 32,286
617,012
Advertisement & Publicity
689.274
Tours & Travels
806,000
Participation in Trade Fair
20.000
Other Business Promotional Expenses
2,132,286
805,150
512,398
602,075
365,299
2,284,922
II
AGNI SYSTEMS LTD.
Amount (In Taka)
2007-08
2008-09
458,344
19.03 Utilities & Supplies:Tk.
410,446
4,650
43,248
458,344
107,578
2,163
35,789
145,530
33,000
Security Cost
1,863,145
Office rent
1,896,145
14,972
1,090,890
1,105,862
T
Electric Bill
Gas Bill
WASA Bill
1,896,145
19.04 Office Maintenance:Tk.
7,832,823
19.05 General & Administrative Expenses:Tk.
3,522,332
Directors Remuneration
166,347
Office Tea
6,934
Photocopy
13,402
Newspaper & Periodicals
124,831
Entertainment
250,973
Office Stationary
143,887
Office Supplies
13,959
Postage & Stamp
335,126
Petrol, Oil & Lubricants - POL Car
-
Mobile Bill
55,554
Conveyance - General
87,845
Printing & Publication
407,734
Membership Fee
Audit Fee
70,000
Professional Expenses
552,500
Subscription I Donation
146,937
Regulatory Body
343,763
Fees for Renewals
768,622
T & T Line Maintenance
21,200
Conveyance - Customer Support
226,542
IPO Expense Written off
136,079
AGM Expenses
438,256
Total
7,832,823
20.00 Financial Expenses: Tk
561,893
Interest Expense
327,302
Bank charge & Commission 234,591
21.00 Depreciation (Administrative ) :Tk. Annexture - 1
22.00 Non Operating lncome:Tk. Interest Income
Investment Income
Total
3,153,258
105,168
7,967
9,436
121,988
162,222
202,055
3,480
216,429
LO,U1
55,744
104,466
487,213
70,000
362,000
184,000
425,900
119,691
143,241
480,350
6,543,280
561,893
97,303
97,303
5,315,925
5,315,925
5,445,484
5,315,925
3,317,597
22.01
3,147,006
170,591
3,317,597
4,459,636
4,459,636
.
I
. ..
AGNI SYSTEMS LTD. Amount (In Taka)
2008-09
2007-08
22.01 Investment Income
Investment Income
Dividend from listed stock
170,591
149,591
21,000
170.591
23.00 Income Tax Paid Tk.
-
503,388
2,079,784
2,859,424
4,939,208
-
1,688,764
2,747,056
4,435,820
503,388
2,027,005
2,027,005
1,262,679
1,262,679
764,326
32,813,470
23,374,084
9,439,386
24,019,660
14,030,366
9,989,294
2,595,831
2,747,056
95,365,978
87,982,068
7,383,910
27.5%
2,030,575
98,681,761
91,714,231
6,967,530
30%
2,090,259
2,030,575
2,090,259
(59,684)
2,090,259
2,090,259
29,773,935
Net Profit after Tax
Less, Dividend on Preference Share
29,773,935
Earning attributable to ordinary shareholders
18,234,400
Number of ordinary share outstanding during the year
1.63
Basic EPS
18,418,019
I
Assessed tax for 2006-07
Assessed tax for 2007-08
Provision made in for 2005-06
Provision made in for 2006-07
Provision made in for 2007-08
Total
24.00 Provision for Income Tax:Tk. Net Profit before Tax
Less: Income from Software
Taxable Income
Provision for Tax @ 27.5%
2,595,831
25.00 Deferred Tax liability: TK. a) Property, plant & equipment
Accounting Basis
Tax Basis
Taxable Temporary Difference
Effective tax rate
2,030,575
b) Deferred Tax Expensel(Income)
Closing Deferred Tax liability
Opening Tax liability
Deferred Tax Expense/(Income)
26.00 Earning per share (EPS) Disclosure under lAS 33 "Earning per Share"
Basic Earning per share
The computation of EPS is given bellow:
18,418,019
15,856,000
1.16
27.00 Foreign Exchange Earned and Payment:
During the Year under audit the Company has not earned or make Payment any amount in
Foreign Currency.
28.00 Payment! Perquisites to Directors and Officers:
i) No compensation was allowed by the company to the Directors of the
Company other than directors Remuneration as reported in Noted 19.05
ii) No amount of money was expended by the company for comensating
Any member of the board for special services rendered.
iii) No board meeting attendance fee was paid to the directors of the company.
29.00 Capital expenditure Commitment:
There was a capital expenditure commitment of the company as stated in the prospectus.
30.00 Contingent Liabilities
There was no contingent liability as on 30 June 2009.
31.00 Claim Not Acknowledge
There was no claim against the company not acknowledge as debt as on 30 June 2009.
32.00 Commission, Brokerage or Discount against services:
No commission Brokerage or discount was allowed during the year under review.
33.00 Credit Facility Availed
There was no credit facility availed to the company under any contract as on 30, June 2009 other
than trade credit available in the ordinary course of Business.
34.00 Subsequent Events- Disclosures under lAS 10 "Events after the Balance Sheet Date"
Proposed Dividend:
i) Subsequent to the balance sheet date, the Board of Directors recommended 12.5% stock
dividend proposal is subject to Shareholders approval at the forthcoming 13th Annual General
Meeting.
35.00 Special Reports As Per Companies Act, 1994
a) 180 (One hundred eighty only) Employees engaged in the company who received a Total
remuneration over taka 48000/ = per year.
b) There was no non resident Bangladesh shareholder during the year under Audit.
•
4O
Managing Director
Director
illew
Company Secretary
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AGNI SYSTEMS LIMITED
Navana Tower, 11th Floor, Suite-A, 45 Gulshan Avenue,
Gulshan-1, Dhaka-1 212, Bangladesh. Phone: 881 2379,8822379
i/We......................................................................................................................................................
of...........................................................................................................................................................
being a Member of AGNI SYSTEMS LIMITED do hereby appoint
Mr./Mrs ................
of...........................................................................................................................................................
or(failing him /her ) Mr/Mrs..................................................................................................................
of...........................................................................................................................................................
as my /our proxy , to vote for me/us and on my / our behalf at the 13TH ANNUAL GENERAL
MEETING of the Company to be held on December 10, 2009 at 10:00 A.M. at Spectra
Convention Centre, House # 19, Road # 7, Gulshan-1, Dhaka-1212 and at any adjournment
thereof or at any ballot to be taken in consequence thereof.
Signedthis....................................................Day of ..........................................December 2009.
Revenue
Signature of Proxy ............................... .Stamp Tk. 8/=
Signature of Shareholder..............................
Folio I BO NC No.........................................
No. of Shares................................................
IMPORTANT NOTE:
(1) This form of Proxy, duly completed, must be deposited at least 48 hours before the meeting at
the Company's Registered Office. Proxy is invalid if not signed and stamped as explained above.
(2) Signature of the Shareholder should agree with the Specimen Signature registered with the
Company or BIG Account.
AGNI SYSTEMS LIMITED
Navana Tower, llth Floor, Suite-A,45 Gulshan Avenue,
Gulshan-1, Dhaka-1 212, Bangladesh. Phone: 8812379,8822379
Attendance Slip
I hereby record my attendance at the 13TH ANNUAL GENERAL MEETING of AGNI
SYSTEMS LIMITED held on December 10, 2009 at 10:00A.M.
Name of Member /Proxy ....................................................................... Signature ................................
Folio/ BO Account No...........................................................................Dated......................................
N.B:
Shareholders attending the meeting in person or by Proxy are requested to complete the
attendance slip and submit the same at the entrance of the meeting hall.
agi- 10
NARROWING THE DIGITAL DIVIDE
AGNI SYSTEMS LIMITED
Navana Tower, 11th Floor, Suite-A, 45, Gulshan Avenue
Phone :8812379, Fax :8811902, E-mail : info@agni.com
Gulshan 1 Dhaka-1212, Bangladesh
Web: http://www.agni.com
Shahiadi Chamber 6th Floor, 1331/B, Sheikh Mujib Road,
Agrabad C/A, Chittagong-4100
Bangladesh, Phone :031-714613
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