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Table of Contents
Vision
Mission
Corporate Information
Board of Directors
Notice
Financial Highlights
Photographs
01
02
Message from the Chairman
03
04
06
07
11
Message from the Managing Director
Directors Report
Compliance Report
Auditors Report
Balance Sheet
Profit and Loss Account
Cash Flow Statements
Changes of Equity
Notes to the Financial Statements
Proxy Form / Attendance Slip
12
13
14
20
23
25
26
27
28
29
45
1
AGNI SYSTEMS LIMITED
Oil
Omr
1
V151OVI
To be a market leader in providing internet
services with special focus on creating values
for our clients, shareholders, employees and
communities.
'S
Annual Report 2006-2007 r
T
AGNI SYSTEMS LIMITED
OLAr M1551OVI
To achieve corporate vision with special focus on
creating values by:
C
mom
Li
• 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
U Diligently serving our communities with integrity
and pride
WMW
Go(915
Understanding the clients needs and to connect with
them. By doing so benefit our shareholders,
employees and the community where we do
business.
OEM
Annual Report 2006-2007
I
AGNI SYSTEMS LIMITED
Corporate Ivorv11atioM
Registered Office
Navana Tower, 11th Floor, Suite A
45 Gulshan Avenue, Gulshan-1, Dhaka-1212
Corporate Office
Navana Tower, 11th Floor, Suite D
45 Gulshan Avenue, Gulshan-1, Dhaka-1212
Share Office
Navana Tower, 11th Floor, Suite D
45 Gulshan Avenue, Gulshan-1, Dhaka-1 212
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
Auditors
Aziz Halim Khair Choudhury
Chartered Accountants
Legal Adviser
Zarnan & Associates
Eastern Trade Center
3rd Floor: 56, Inner Circular Road.
Bankers
Standard Chartered Bank (SCB)
Eastern Bank Limited (EBL)
Premier Bank Limited
HSBC
BRAC Bank Limited
Woori Bank
Dhaka Bank Limited
Dutch Bangla Bank Limited
Bank Asia
Prime Bank
Sonali Bank
Insurer
Green Delta Insurance Company Ltd.
Legal Status
Public Limited Company
Authorized Share Capital in Taka
1000 Million
Member of the Share Market(s)
Dhaka Stock Exchange Ltd.
Chittagong Stock Exchange Ltd.
Regulatory Authority
BTRC
Number of Employees
125
Annual Report 2006-2007
1D
AGNI SYSTEMS LIMITED
:
Board of Director5
..
MEN
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 Sayeed
Company Secretary
Muhammed Shariful Islam
Annual Report 2006-2007
r0
AGNI SYSTEMS LIMITED
- .: - --1- ..Y
. .
.
.. ...
Board of P
Mr. Howard I. Golden
Chairman
Mr. Yarden Mariuma
Director
Mohammed Abdus Salam
Managing Director
Zia Shamsi
Director
Mr. Fillip Montfort
Director
(:17 all
Murshed Sayeed
Director
Annual Report 2006-2007
Javed Bukth
Director
AGNI SYSTEMS LIMITED
Notice of EIeveiti
Avivimai General Meeting
AGNI SYSTEMS LIMITED
Novena Tower, 11th Floor. Suite A, 45 Gulshan Avenue, Gulshan 1, Dhaka 1212
Notice is hereby given that the 11th Annual General Meeting of the shareholders of Agni Systems
Limited will be held on Monday, November 26, 2007 at 10:00 AM, at EmmaNuelle's Banquet Hall,
House #4, Road # 134 -135, Gulshan-1, Dhaka-1212 to transact the following business:
1.
To confirm proceedings of the 10th Annual General Meeting of the company held on 19
th October, 2006.
2.
To receive, consider and adopt the Audited Accounts for the year ended June 30, 2007
along with reports of the Auditors and the Directors.
3.
To approve 12% Stock dividend as recommended by the Board.
4.
To Elect the Directors.
5.
To Appoint Auditors for the year ending June 30, 2008 and to fix their remuneration.
6.
To transact any other business of the company with the premission of the Chair.
By order of the Board
Aq
,J,'
Muhammed Shariful Islam
Company Secretary
Dated: 31-10-2007
NOTES:
a)
'Record Date' is November 8, 2007. The shareholders, whose names would appear in
the Register of Members of the Company or Depository record on 'Record Date'
November 8, 2007 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.
c)
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
Annual Report 2006-2007 [
10
AGNI SYSTEMS LIMITED
Financial Highlight of past five ears
Ta ka
55,388,712 44,250,934 40,870,593 36,448,349 34,209,914
Net Operational Revenue
5,374,207
Non Non-operating Income
1,366,650
1,211,041
1,245,983
28,058
Direct Operating Expenses
24,166,749 15,471,878 15,519,010 15,805,492 19,646,483
Administrative & General Expenses 11,307,022
Property, Plant & Equipment (WDV)
98,681,761 72,958,842 57,715,184 57,436,221 25,204,962
Paid up Capital
7,901,425
5,649,295
4,944,338 5,184,138
148,000,000 88,000,000 80,000,000 80,000,000 30,000,000
Ta ka
Dividend
EPS
14,560,000
88,00,000
80,00,000
80,00,000
.90
1.28
1.30
1.18
1.01
NPBT
13,579,733 12,855,170 11,872,952 10,498,454 5,220,259
NPAT
11,890,968 11,306,281 10,406,883
Annual Report 2006-2007
D
9,058,627 3,016,027
AGNI SYSTEMS LIMITED
Net Operating Revenue (Tk)
60000,000
55388,712
44,250
50,000,000
40,870593
40,000,000I914
2006-2007 2005-2006 2004-2005 2003-2004 2002-2003
Non-operating Income (Tk)
6,000,000
207
5,000,000
4,000,000
3,000,000
2,000,000 =
1,000,000
0
1,366,650 1 ,211, 041
L_J
1,2 983
11111
2006-2007 2005-2006 2004-2005
2003-2004 2002-2003
Direct Operating Expenses
30,000,000
25,000,000 24,166,749
19,646,483
20,000,000
15,471,878 15,519,010 15,805,492
15,000,000
10,000,000
5,000,000
Un
0______________
2006-2007 2005-2006 2004-2005 2003-2004 2002-2003
Annual Report 2006-2007 r
D
AGNI SYSTEMS LIMITED
Administrative & General Expenses
12,000,000
0000000
8,000,000
11307,022
A
7,901,425
5,649,295
444,338 5184138
2006-2007 2005-2006 2004-2005 2003-2004 2002-2003
Property, Plant & Equipment (WDV)
23%
Paid-up Capital
148,000,000
180,000,000
160,000,000
140,000,000
88,000,000
120,000,000
80,000,000 80,000,000
100,000,000
80,000,000
30000,000
60,000,000
40,000,000
20,000,000
0
2006-2007 2005-2006 2004-2005 2003-2004 2002-2003
Annual Report 2006-2007
II!ii!
AGNI SYSTEMS LIMITED
10.
DiAderid
000
16000,000
14,000,000
12,000,000
10,000,000
8,000,000
6,000,000
0U00i.000,000
4,000,000
2,000,000
0
2006-2007 2005-2006 2004-2005 2003-2004 2002-2003
D
Diidend
Earnings per Share
13
1.41.8
1.2
0.2
0
1.18
101
A
2006-2007 2005-2006 2004-2005 2003-2004 2002-2003
NPBT
14,000,000
12,000,000
10,000,000
8,00U00
6,00U00
4,000,000
2,000,000
0
2006-2007
2005-2006
O 2004-2005
o 2003-2004
e 2002-2003
O
7;,
N PAT
016,027
19,058,627
1 10 ,406, 883
11,306,281
1 11 ,890,968
0
0
0
2002-2003
2003-2004
2004-2005
2005-2006
2006-2007
0 2,000,000 4,000,000 6,000,000 8,000.000 10,000,000 12.000,000 14,000,000
1k.
Annual Report 2006-2007
AGNI SYSTEMS LIMITED
P1otograp5 of Tevith AGM
IagnJ
1)TH ANNUAL GF.N
AGPII SYSTEMS LIMITED
pa
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Directos on Dias in the 1OthAGM
Shareholders are in que for Registration
Sbarehoders in the 10th ACM
Shareholders in the 10th AGM
Annual Report 2006-2007
r
EA
AGNI SYSTEMS LIMITED
Me55age from the Cicfrvl1aki
Dear Shareholders
I am pleased with the opportunity to address the shareholders of
AGNI as its Chairman of the Board and am excited about the
future of the company.
Allow me to take this opportunity to introduce myself. 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
seek absolute returns in out of the way and uncorrelated markets.
As a result of our investment mandate, we take a long term investment view and located AGNI
over a year ago. After research and due diligence, we made a substantial commitment in both
time and money to provide AGNI with the capital to purchase Motorola Wireless Equipment for
its "last mile solution" to assist it in providing the best internet access to its customers.
As sign of transparency, the three principals of Worldwide's manager (Terra Partners) have all
been given seats on the board and I received the honor of being appointed Chairman. Over
the last year we have involved with AGNI and its founders, Mohammed Salam and Zia
Shamsi, we have been continuously impressed with their devotion, skill, and commitment to
making AGNI the leader in internet service in Bangladesh, and hopefully the entire region.
I wish to assure our fellow shareholders that we see the future of this company as being full of
promise and exciting potential. All of us at Terra will continue to work together with the
Managing Director and all the other directors of AGNI to exploit the great human capital that
Mohammed and Zia have been able to gather and to fulfill that potential. We have a number
of projects on the drawing board; expansion plans and if the proper environment presents
itself, plans for acquisitions and expansion.
I hope to be able to give further updates though the official channels as our plans come
together and in the meantime I thank the shareholders for their support and encouragement.
Sincerely yours,
L'^JJLHoward I. Golden, MBA, JuDr.
Chairman
Annual Report 2006-2007
AGNI SYSTEMS LIMITED
Me55age frov i the Mavkgik1q Director
y
Dear Shareholders
It is with great excitement and pleasure that I write this letter to
update you on the progress and continued growth of Agn
Systems Limited. During these past few months we have hac
great success with our wireless broadband service and manageb
to grow our customer base and revenue considerably. In the
year ending Jun 07, our revenue grew by 25% from Jun 06 level
and for the quarter ending in September O the growth 1 iou been
more than 30% over the same period in O.
In the coming months we are poised to conunuaHy 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 IPTV, VOID and other value added services. As part of the BTRC's new
ILDTS policy, IP Telephony is soon going to be opened for ISPs only. 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 IP 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 reinforces the fact that the future looks very bright for
the Shareholders and Investors of our company.
In May 06, with the opening of the SEA-ME-WE submarine fiber which connected Bangladesh
to the Internet over terrestrial fiber for the first time, the ISP industry went through a period of
considerable uncertainty. Because the submarine fiber service was a new service from BTTB,
the quality of the service was unpredictable at first. The lSPs had to keep their satellite
connection and paid full bandwidth charges to BTTB and to the Satellite provider. This affected
the profitability of ISPs as the operating expenses in the 2006/2007 financial year became
abnormally high. However, BTTB has since improved the service and made it more stable.
Consequently, ISPs have also decreased their satellite bandwidth.
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,
A41644^
Mohammed Abdus Salam
Managing Director
Annual Report 2006-2007
AGNI SYSTEMS LIMITED
Annual Report 2006-2007
1
I
mI
AGNI SYSTEMS LIMITED
. .
...............
...
T....
Director5' Report
Report of the Board of Director
Dear shareholders,
We, on behalf of the Board of Directors, have the great pleasure to welcome you all to the 11th
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, 2007.
Our objective
Agni Systems Limited is an Internet Service Provider and commenced its business operation
with the distinct objective of providing Internet service with a reasonable cost for the overall
economic development of the country. Communication is an important part of the economic
activities and internet is one of the fastest ways of communication.
Industry scenario
Over 200 ISP licenses have been issued and only five companies are listed with the stock
exchanges. When we started our journey in 1995, there was no other ISP in the country. We
started with dialup Internet service with a very few phones. Technology has changed since
then and presently Internet is delivered by mostly broadband media such as Wireless and
Fiber Optic cable to the Premises.
Our country is connected to the Information superhighway through submarine fiber optic cable
since May 2006. This has changed the scenario in terms of usage and cost of Internet
substantially. Dependency on Satellite (VSAT) has decreased. Good quality home broadband
is now not a dream and is affordable to the mass. VSATs, however, are still partly in use as
submarine cable bandwidth delivered by BTTB failed to prove its reliability in the past 18
months.
It is important to mention here that the quality of services and technology is improving. So is
the revenue. However, profit margin could be more if bad or unhealthy competition did not
exist.
We still believe that there is a huge opportunity to invest in the sector but a lot depends on the
Government policy and development of infrastructure. Very recently, the Government invited
applications for issuance of VOIP operator licenses in the form of 1GW and ICX. Unfortunately,
the existing license holders from BTRC are not eligible to apply.
Earlier, the regulators temporarily imposed bar on import and deployment of WiMAX
equipment till further notice. We all know that the Government policies play a vital role in
success and survival of any business. The ISP association of Bangladesh is working hard to
overcome these regulatory barriers, specially, on the deployment of WiMAX. ISPs, however,
are also going to be awarded with the Internet Telephony license as included in the recent
ILDTS policy of the Government.
Annual Report 2006-2007
r
AGNI SYSTEMS LIMITED
Corporate and Financial Reporting Framework
The Directors, in accordance with the SEC Notification # SEC/CMRRCD/2006-158/Admin/0208 dated February 20, 2006 confirm the compliance with the financial reporting framework for
the following:
J 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.
D Proper books of accounts of the Company have been maintained.
D 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.
j The International Accounting Standards, as applicable in Bangladesh, have been followed
in preparation of the financial statements.
Li Internal Control System is sound in design and has been effectively implemented and
monitored.
U There are no significant doubts about the ability of the Company to continue as going
concern.
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.
Preference Shares:
You are aware that Agni issued 60,00,000 preference shares of Tk.15.00 (including a premium
of tk.5.00) each on 22-10-2006 with the approval of 4th Extra Ordinary General Meeting and
the consent of Securities and Exchange Commission. The said preference shares carries 10%
dividend and the said shares will be converted into Ordinary Shares effective from the date of
11th Annual General Meeting.
Utilization of Fund of Preference shares
Agni raised Tk.9.00 (nine) crore from the preference shares with the objective of deploying
WiMAX infrastructure in Dhaka. Agni has already invested around Tk.4.00 (four) crore out of
Tk.9.00 crore as part of our expansion plan and Tk.5 .00 crore is still in lying as FDR till June
30, 2007.
As mentioned earlier, BTRC subsequently imposed ban on further import and deployment of
WiMAX equipment in the country. We expect this suspension on WiMAX to be withdrawn
soon.
Annual Report 2006-2007
FD
AGNI SYSTEMS LIMITED
.
. -. ........
.... ....
..
...:
.
Otherwise, considering the situation, Agni will take appropriate decision of deploying
alternative infrastructure such as EPON or GPON technology using Fiber Optic cables.
It is important to mention here that the fund was received amid political crisis at the end of
October 2006 which continued till January 11, 2007. Furthermore, our expansion program
with WiMAX deployment was suspended by the regulatory authority soon after the import
of the first batch of equipment. We have, however, kept the revenue growing by deploying
Fiber Optic cables to the customer premises.
Dividend
The Board of Directors recommends 12% Stock dividend (12 Share for existing 100 Shares)
on 88,00,000 ordinary shares of Tk.10.00 each for year ended June 30, 2007.
The preference shareholders are entitled to get a 10% cash dividend as per the conditions of
the subscription and the board recommended to pay 8 months dividend for the period because
the subscription was made on 22-10-2007.
Appropriation of Profit
Considering the overall environment of IT sector and current strength of the Company, the
Board of Directors has recommended for meeting the expectations and aspirations of all
Shareholders, recommended a stock Dividend at the rate of 12% (12 shares against existing
100 shares) for the year ended June 30, 2007 against the paid up capital of Tk. 88.00 million
for the members whose name shall appear in the share register / depository record as on
November 8, 2007.
The preference shareholders are entitled to get 10% cash dividend as per the conditions of the
subscription for eight months only from November 06 to June 07.
The Board therefore, recommending the dividend for the year 2006-07.
Description
Amount in Tk.
Net profit for the year 2006-07 Profit brought forward from last year
Profit available for appropriation
1,18,90,969.00
80,83,149.00
i ,99,74,1 18.00
Appropriation
Proposed Stock Dividend
Preference shares
Ordinary shares
40,00,000.00
105,60,000.00
54,14,118.00
Transfer to retain earnings
Conversion of Preference shares
As per decision of the 4th EGM and subsequent approval of the Securities and Exchange
Commission 60,00,000 preference shares of Tk.10.00 each shall be converted to ordinary
shares after this Annual General Meeting.
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. 14,80,00,000.00 divided into
1,48,00,000 shares of tk.10.00 each.
Annual Report 2006-2007 r
AGNI SYSTEMS LIMITED
Ordinary share capital of Tk. 8,80,00,000/- divided into 88,00,000 ordinary shares of tk.10.00
each and preference shares capital of Tk. 6,00,00,000/- divided into 60,00,000 preference
shares which will be converted into ordinary shares after 11th Annual General Meeting.
After issuance of 12% Bonus Shares the Paid up Capital of the Company would increase to
Tk.15,85,60,000 divided into 1,58,56,000 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 11th
Annual General Meeting and being eligible offered themselves for re-election:
A. Mr. Zia Shamsi, B. Mr. Murshed Sayeed, C. Mr. Javed Bukth
Auditors:
The existing auditor MIS Aziz Halim Khair Choudhury and Co., Chartered Accountants retire in
this Annual General Meeting and expressed their willingness to continue as the auditor of the
company for the year ending June 30, 2008.
The Board of Directors is considering the re-appointment of MIS Aziz Halim Khair Choudhury
& Co., Chartered Accountants, as the auditor of the company for the year ending June 30,
2008 subject to the approval of the Securities & Exchange Commission and the 11 AGM with
the remuneration to Tk. 70,000/=.
Acknowledgement:
We record our deep appreciation of the hard works, untiring efforts 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
/Mohammed Abdus Salam
Managing Director
V
Date: 31 October 2007
Dhaka
Annual Report 2006-2007 r
Zia hnsi
Director
AGNI SYSTEMS LIMITED
5irector'5 AltevldcAvice 1 vi t Board of
01rectov"5 MeetR'1g5 PtA riiiq the Year 2006
......................
Name of Director
Mg
Remarks
Attended
Elected on 24-12-2006
Mr. Howard I. Golden
8
2
Mohammed Abdus Salam
8
8
Zia Shamsi
8
7
Mr. Filip Montfort
8
3
Elected on 24-12-2006
Mr. Yarden Mariuma
8
3
Elected on 24-12-2006
Javed Bukth
8
6
Murshed Sayed
8
6
Syed Emdad Au
-
1
Retired on 19-10-2006
1
Retired on 19-10-2006
Syed Mohammod Ali
5iare 0 001VIq p051tiovl of top five execLAtive5
Designation
Name
No of Share
Ms. Farhana Haque
Head of Marketing
--
Mr. Md. Kamal Hossain
Sr. System Administration
--
Mr. Mizanur Rahman Talukdar Chief Technical Officer
--
Mr. Shaik Mamun Kabir System Administration
--
Mr. Md. Mezbahul Azad
Marketing Manager
--
5are h01d1V1q p05itiokl of Directors
Name
No of Share
Remarks
Mr. Mohammed Abdus Salam 792,000
--
Mr. Zia Shamsi
396,000
--
Mr. Murshed Sayeed
55,000
--
Mr. Javed Bukth
11,000
--
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.
Annual Report 2006-2007
1
AGNI SYSTEMS LIMITED
CovipIiavce Report oi 5EC'5 Noti&atiov
....................
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:
Conditions
1.0
Title
Compliance Status
Board of Directors & its Report
1.1
The members of the Board should not be less than 5 Complied
(five) and more than 20 (twenty).
1.2
Appointment of Independent Non-shareholder Director Searching for a Competent
(at least one-tenth of total number of Board of Directors) Person
1.3
Chairman of the Board and Chief Executive Officer Complied
(CEO) be different person with different roles and
responsibilities
1.4
Directors Report to include declarations on : a. Fairness of Financial Statements
b. Maintenance of proper books of accounts
Complied
Complied
c. Consistent application of Accounting Policies in Complied
preparation of Financial Statements
d. Observance of Bangladesh Accounting Standards Complied
(BAS)
e. Soundness and efficiency of Internal Control
Complied
f. Ability to continue as a going concern
Complied
g. Significant deviations in operating results from Complied
last year
h. Presentation of key operating and financial data Complied
for at least last three years
i. Declaration of dividend
j.
Complied
Number of Board Meeting held during the year Complied
and attendance by each Directors
k. Shareholding pattern
Annual Report 2006-2007
Complied
AGtII SYSTEMS LIMITED
2.0
2.1
Appointment of CFO, Company Secretary etc.
Appointment of CFO, Company Secretary and Head of Complied
Internal Audit and defining their responsibility.
2.2
Attendance of CFO and Company Secretary in the Complied
Board of Directors meeting
3.0
Formation of Audit Committee & its Reporting
3.1
I. Number of members of Audit Committee
ii. Inclusion of Independent Director in the Audit
Committee
3.2
Complied
Will be included as and
when appointed
iii. Fill the casual vacancy in Audit Committee
Complied
i. Chairman of the Board Audit Committee
Complied
ii. Qualification and experience of Audit Committee Complied
Chairman
3.3
i. Reporting by Audit Committee on its activities to the Complied
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
Non such matters to report on
Non such matters to report on
Report to the Shareholders in the event of findings of There was no such event
certain occurrences under condition 3.3(u) above.
4.0
Statutory Auditors not to engage in:
Complied
Appraisal or valuation services Complied
Financial Information systems design and Complied
i.
ii.
implementation
iii. Book keeping or other services related to financial Complied
statements
iv. Brokers-dealer services
Complied
v. Actuarial services
Complied
vi. Internal Audit Services
Complied
vii. Any other services that the Audit Committee Complied
determines.
Annual Report 2006-2007
AGNI SYSTEMS LIMITED
Ft,iv1ct1ovi5 of the Am& Committee
Agni Systems Limited has an internal Audit Committee comprising of three members approved by
the Board. The Committee is headed by Mr. Zia Shamsi, Director with a considerable experience
in business operations. The Managing Director attends the meeting by invitation.
The objective of the Committee is to ensure and improve the proper and 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 sound financial reporting system is in place and which is well
managed, providing accurate, appropriate and timely information to the Board of Directors,
management, regulatory bodies and shareholders. The Committee is empowered 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 Audit Committee is of the view 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 its assets
are safeguarded.
Annual Report 2006-2007
r
AGNI SYSTEMS LIMITED
Amd'ItO6' Report
Annual Report 2006-2007 r
D
AGNI SYSTEMS LIMITED
trir..r.....
AiAdltor5' Report
We have audited the annexed Balance Sheet of Agni Systems Limited as of 30 June 2007
and its Profit & Loss Account, Statement of Changes in Equity and Cash Flow Statement for
the year then ended together with the accompanying accounting policies and notes (1.00 to
34.00) as prepared by the Company.
Respective Responsibilities of Directors and Auditors:
The Company's Directors are responsible for preparation and presentation of the financial
statements. Our responsibility is to express an independent opinion on these financial
statements based on our audit. This responsibility is established in Bangladesh by the
Companies Act 1994 and International Standards on Auditing adopted by the ICAB.
Basis of Audit Opinion:
We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those
standards require that we plan and perform the audit to obtain 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.
Opinion:
In our opinion, the annexed Balance Sheet, Profit & Loss Account, Statement of Changes in
Equity and Cash Flow Statement give a true and fair view of the state of the company's affairs
as of 30 June 2007 and of the Profit and Cash Flows for the year then ended and that these
financial statements have been drawn in accordance with the requirements of Companies Act
1994, the Securities and Exchange rules 1987 and other applicable laws and rules containing
all the information in the manner required by the said relevant laws and rules and the
applicable International Accounting Standards adopted by the ICAB.
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 have been kept by the company
so far as it appeared from our examination of those books;.
c) the company's balance sheet and income statement dealt with by the report are in
agreement with the books of accounts; and
d) the expenditures incurred where for the purpose of the companies business.
Date: 18 October 2007
Dhaka
h u ry
Chartered Acco ntants
Annual Report 2006-2007
rD1
AGNI SYSTEMS LIMITED
Balance 5ieet
AS ON 30 JUNE 2007
I
NOTES I 30 Ju ne 07 I I 30 June 06
Tk.
Tk.
I
PARTICULARS
II
APPLICATION OF FUNDS
Non-Current Assets:
4.00
Property Plant and Equipment (at WDV)
5.00
Telephone Installation and Deposits
Investment in Listed Stock (at cost)
6.00
7
Deferred
.00
Expenditure
Total Non Current Assets
98,681,761
4,260,400
8,000,064
110,942,225
72,958,842
4,260,400
1,494,616
8,158,256
86,872,114
Current Assets:
Inventories
Accounts Receivable
Advance, Deposits & Prepayments
Cash & Cash Equivalents
Total Current Assets
8.00
9.00
10.00
11.00
2,993,352
13,232,980
17,002,813
61,141,050
94,370,195
2,048,831
4,854,520
13,540,290
8,843,955
29,287,596
12.00
13.00
14.00
7,889,976
464,436
1,659,470
1,262,679
11,276,561
Net Current Assets
3,431,508
506,021
/4,449,330
2,951,443
11,338,302
83,031,893
18,011,035
Total Net assets
193,974,118
104,883,149
15.00
148,000,000
30,000,000
88,000,000
33.00
10,560,000
5,414,118
193,974,118
193,974,118
8,800,000
8,083,149
104,883,149
104,883,149
Less: Current Liabilities:
Liabilities for Expense
Liabilities for Service
Liabilities for Other Finance
Provision for Income Tax
Total Current Liabilities
SOURCE OF FUNDS:
Shareholders Equity
Share Capital
Share Premium
Reserve and Surplus
Proposed ...'ividend
Profit & Loss Account
Total Shareholders Equity
Total Fund & Liabilities
The accounting policies and other notes I to 34 form an integral part of the financial
statements. The Financial statements were authorized for issue by the Board of
Directors on 18 October 2007 and signed on its behalf by:
Managing Director
irector
Corn any Secretary
Signed in terms of our separate report even date annexed.
18 October 2007
Dhaka
Chartered Acco ntants
Annual Report 2006-2007
D1
I
AGNI SYSTEMS LIMITED
Profit avi d [055 AccolAvlt
FOR THE YEAR ENDED 30 JUNE 2007
NOTES
PARTICULARS
Net Operating Revenue
Less:
Direct Operating Expenses
Depreciation
Administrative & General Expenses
Depreciation
Net Operating Profit! Loss
Non Operating Income
Net Profit Before Tax
Income Tax Paid
2005-06
Tk.
Tk.
16.00
17.00
18.00
55,388,712
24,166,749
7,025,650
31,192,399
24,196,313
44,250,934
15,471,878
5,616,251
21,088,129
23,162,805
19.00
20.00
11,307,022
4,683,765
15,990,787
8,205,526
5,374,207
13,579,733
13,579,733
1,688,764
11,890,969
8,083,149
19,974,118
14,560,000
7,901,425
3,772,860
11,674,285
11,488,520
1,366,650
12,855,170
286,210
12,568,960
1,262,679
11,306,281
5,576,868
16,883,149
8,800,000
4,000,000
10,560,000
5,414,118
8,800,000
8,083,149
0.90
1.28
Gross Operating Profit I Loss
Less:
2006-07
21.00
22.00
23.00
Provision for Tax
Net Profit After Tax
Profit I (Loss) Brought Forward
Proposed Dividend
Preference Share
Ordinery Share
Balance Transferred to Balance Sheet
24.00
33.00
Earning Per Share (Per Value Tk. 10!-)
25.00
F
The accounting policies and other notes 1 to 34 form an integral part of the financial
statements. The Financial statements were authorized for issue by the Board of
Directors on 18 October 2007 and signed on its behalf by:
4
Comany Secretary
qDirector
Managing Director
Signed in terms of our separate report even date annexed.
18 October 2007
Dhaka
Chartered Acco ntants
Annual Report 2006-2007,
D
AGNI SYSTEMS LIMITED
Ca5h Flow 5tatevievit
FOR THE YEAR ENDED 30 JUNE 2007
I
II
PARTICULARS
II I
2006-07
Taka
2005-06
Taka
69,426,350
(57,652,617)
64,198,708
(47,213,935)
A. Cash Flow From Operating Activities:
Collection From Customers
Payment for Expenses & Others
(3,462,521)
Advance,
Cash Generated From Operations:
Income Tax Paid
Net Cash From Operating Activities
8,311,212
16,984,773
8,311,212
(1,380,144)
15,604,629
(37,432,333)
(24,632,769)
B. Cash Flow From Investing Activities:
Purchase of Property, Plant & Equipment
Investment in Listed Stock (at Cost)
1,494,616
Software Research & Development
(1,276,400)
Net Cash Used in Investing Activities
(37,214,117)
1,251,360
(23,381,409)
C. Cash Flow From Financing Activities:
Preferred Share
60,000,000
Share Premium
30,000,000
Dividend Paid
(8,800,000)
Other Finance
Net Cash Used in Financing Activities
81,200,000
(166,074)
(166,074)
Net Increase/(Decrease) in Cash & Cash Equivalents
52,297,095
(7,942,854)
Cash & Cash Equivalents at Opening
Cash & Cash Equivalents at Closing
8,843,955
61,141,050
16,786,809
8,843,955
Managing Director
VDirector
4
Comarnry Secretary
Signed in terms of our separate report even date annexed.
18 October 2007
Dhaka
Chartered Acco ntants
Annual Report 2006-2007
•
1
AGNI SYSTEMS LIMITED
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Annual Report 2006-2007F
AGNI SYSTEMS LIMITED
Note5 to the Financial 5tatemevlt5
For the Year ended 30 June 2007
1.00 REPORTRING ENTITY:
1.1: Legal form of Company
The Company was incorporated on 04 November 1995 as a Private Company Limited by
shares registered under the Companies Act. 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.
1.2: Address of the Registered and Corporate Office
The registered office of the company located at Navana Tower, 11th floor, Suite-A & D, 45
Gulshan Avenue, Gulshan-I, Dhaka-1212
1.3: 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.
1.4 Number of Employees
The numbers of employees at year-end were 125 (One Hundred Twenty Five) 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 ISA'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 I (Presentation of Financial Statements)
based on accrual basis following going concern assumption and cash flow statement
according to lAS 7 (Cash Flow Statement).
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.
Annual Report 2006-2007 F
M1
AGNI SYSTEMS LIMITED
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 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 ISAs have been followed by the company, which
were issued by the ICAB formulated in the light of the ISAs 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 10% to 15% for all assets except Land
and Land Rights.
A flat (Building) costig Tk. 9,911,942 was purchased in the year 2005-06, since then no
depreciation was charged considering the value of such building is appreciated.
3.04 Inventories
Inventories comprise various Modems, IBM ThinkPad & others. They are stated at the lower
of cost and net realizable value in accordance with lAS 2 "Inventories" after Making due
allowances for any obsolete or slow moving items.
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.
Annual Report 2006-2007F
M
AGNI SYSTEMS LIMITED
3.06 Investment
Investment is stated at their cost of acquisition, Dividend on investment is accounted for on
cash basis i e. when dividend actually received and interest on investment is accounted for on
accrual basis. Adjustment in respect of the market value of investment in shares at balance
sheet date has not been considered.
3.07 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.
3.08 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.
3.09 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 30% in respect of business income.
3.10 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. Pre-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.
3.11 Research & Development Cost
Research & development cost was incurred for development of Agni Systems Ltd. own software.
20% by using reducing balance method consistently.
The cost is amortized every year Details are shown in Annexure-2.
3.12 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).
Basic Earning Per Share is calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of ordinary share outstanding during the year.
Basic earning per share
Basic Earnings per share is calculated by dividing the net profit or loss for the year after
deducting preference dividend attributable to ordinary shareholders by the weighted average
number of ordinary outstanding during the year.
Annual Report 2006-2007
.
AGNI SYSTEMS LIMITED
Diluted earning per share
Diluted earnings per share is calculated by dividing the net profit or loss for the year
attributable to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the year after adjustment for the effects of all dilative potential shares.
3.13 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.
3.14 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) I "Presentation of Financial
Statements", the complete set of Financial Statements includes the following components:
(i) Balance Sheet as at 30 June 2007
(ii) Profit and Loss Account for the year ended 30 June 2007
(iii) Statement of Changes in Equity for the year ended 30 June 2007
(iv) Cash Flow Statement for the year ended 30 June 2007
(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 2005-2006 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.
Annual Report 2006-2007
r0
AGNI SYSTEMS LIMITED
J.
2006-07
Tk.
98,681,761
4.00 Property, Plant & Equipment: Tk.
106,295,939
Opening Balance (at cost)
L37,432,333
Add: Addition During the Year
143,728,272
Closing Balance (at cost)
45,046,511
Less: Accumulated Depreciation
98,681,761
Written Down Value (WDV)
5.00 Telephone Installation & Deposits: Tk.
2005-06
Tk.
81,663,170
24,632769
106,295,939
33,337,097
72,958,842
4,260,400
4Opening
.260]
Balance
Add: Addition During the Year
4,260,400
Closing balance
4,260,400
4,260,400
This is represent payment against demand note to Bangladesh T &T Board for telephone installation,
Deposit which is shown in advance, deposit and prepayments head of accounts.
6.00 Investment in Listed Stock (at cost): Tk.
Opening Balance
Closing Balance
I
Total
-
1,494,616
-
1,494.616
The above mentioned investments have been sold during this period.
8,000,064
7.00 Deferred Expenditure: Tk.
5,135,253
7.01
Software Research & Development
2,864,811
7.02
IPO Expenses
8,000,064
Total
7.01 Software Research & Development: Tk.
5,142,666
3,015,590
8,158,256
5,135,253
5,142,666
Opening Balance
1,276,400
Add: Addition During the Year
1,283,813
Less: Amortization During the Year
5.135,253
Closing balance
6,428,332
1,285,666
5.142.666
Details are shown in Annexure-2.
2,864,811
7.02 IPO Expenses: Tk.
Opening Balance
3,015,590
Less: Written off @ 5%
150,779
Closing balance
2,864.811
8.00 Inventory: Tk.
3,174,305
158,715
3,015,590
2,993,352
Inventory- Modem
2,213,352
1,798,055
Inventory- Others
L780,0o0
250,7J
2,993,352
2,048,831
9.00 Accounts Receivable: 1k.
13,232,980
From ISP Billing
flào8,5671=
For Sale of Modem
424,413
24,
For Sale of IBM Thinkpad
1232,980
4.854,520
Annual Report 2006-2007
AGNI SYSTEMS LIMITED
2006-07
1k.
10.00 Advance, Deposits & Prepayments: Tk.
17,002,813
Advance
Advance House Rent
Advance Purchase
Advance Against Tender Supply
Advance for Bandwidth Fee
Other Advance
Advance Tax
Loan from Director
Advance to MD
9,501,330
Deposits
Deposits- Bangladesh T & T Board
Deposits- AKTEL
Deposits-Grameen Phone
Deposit- Others
2,685,929
Prepayments
Prepaid Insurance
Prepaid License & Renewal Fee- BTRC
Prepaid advertisement
Prepaid -Membership Fee
L/C Margin Deposit
4,815,554
9,501,330
490,403
295,776
4,402
5,355,028
153,049
2,354,668
235,061
275,532
9,163,918
612,000
22,598
17,000
2,034,331
2,685,929
612,000
22,598
17,000
1,433,783
2,085,381
225,194
816,812
1,652,563
132,750
1,988,235
4,81 5.554
17,002,813
320,447
169,167
13,750
1,787,627
2,290,991
13,540,290
313,146
738,861
196,075
1,248,082
52,560
56,818
385,985
495,363
50,000,000
3,985,603
2,440,494
191,727
393,936
93,322
630,623
92,441
12,229
815,058
921,606
413,134
191,727
384,302
344,573
365,917
14,956
12,229
477,529
38,441
1,803,938
1,329,775
549,742
2,110,000
330,891
3,376,984
Total
11.00 Cash & Cash Equivalents :1k
2005-06
1k.
61,141,050
Cash in Hand
Cheque in Hand-Post Paid
Cheque in Hand PP Card (New)
Cash at Bank
Al - Falah (FOR)
Al - Falah (STD))
Standard Chartered Bank Ltd.
Dutch Bangla Bank Ltd.
Eastern Bank Ltd.
Hongkong Shanghai Banking Corporation- HSBC
BRAC Bank Ltd.
Sonali Bank Ltd.
Oriental Bank Ltd.
Woori Bank
Dhaka Bank Ltd.
Premier Bank Ltd- STD A/C
Bank Asia
Prime Bank Limited
BRAC Bank Ltd, STD A/C
Oriental Bank (Fixed Deposit)
132,442
61,439
122,048
59,892,968
61,141,050
Annual Report 2006-2007 r
22,747
61,439
641,439
380,158
8,348,592
8,843,955
AGNI SYSTEMS LIMITED
67T
]
1k.
12.00 Liabilities For Expense :Tk.
Salary Payable
Provision for Telephone Bill
V - Sat & Bandwidth and Related Exp.
Directors Remuneration Payable
Provision for Electric Bill
Provision for Mobile Bill
Provision for AGM Expenses
13.00 Liabilities For Service: Tk.
Liabilities for Courier Bill
Liabilities for Security Bill
Liabilities for Other Services
Provision for Audit Fee
2005-06
Tk.
3,431,508
822,188
255,300
1,693,164
248,158
106,047
6,651
300,000
3,431,508
468,064
124,848
6,668,336
196,378
114,127
18,223
300,000
7,889,976
10,827
12,540
412,654
70,000
506,021
10,309
9,405
379,722
65,000
464,436
4,000,000
388,000
456,900
13,730
42,055
300,565
286,210
172,010
1,659,470
506,021
14.00 Liabilities for Other Finance :Tk.
Dividend on Preference Share
Security Money Against FAX
Advance from Customers
Car Loan- SCB
Loan - Others
VAT Payable
Income Tax Payable
Liabilities for TDS
4,449,330
32,180
417,150
4,449,330
15.00 Share Capital: 1k.
148,000,000
Authorized:
100,000,000 share © Tk10 each
1,000,000,000
Issued Subscribed & Paid-up:
8000000 share © Tk.10 each fully paid-up in cash
80,000,000
800000 Bonus share Issued © Tk. 10/-8,000,000
6,000,000 Preference share Issued @Tk. 10!- fully paid in cash
60,000,000 148,000,000
100,000,000
80,000,000
8,000,000
88,000,000
Shareholding position was as follows:
Name of shareholders
Promoters
9
Institution
Public
Foreign
Total
centage of Shareholdin
2006-07
I 2005-0
38
22
14
29
48
40
100
100
V
13,540,000
31,963,000
42,497,000
60,000,000
148,000,000
33,000,000
12,420,000
42,580,000
88,000,000
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:
Annual Report 2006-2007 r
D
AGNI SYSTEMS LIMITED
Shareholders Range in
Number of share
Number of
holders
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
% of total
shareholders
300
852
88
43
17
7
4
10
10
2 1
1,333 1
0.21
8.37
4.61
4.46
2.76
1.75
1.23
4.77
23.83
48.01
100.00
Number of
share
1
1
30,850
1,238,250
681,950
660,750
409,150
258,500
182,000
706,400
3,526,650
7,105,500
14,800,000
Amount of
Share Capital
308,500
12,382,500
6,819,500
6,607,500
4,091,500
2,585,000
1,820,000
7,064,000
35,266,500
71,055,000
148,000,000
15.01 Preference Share: Tk.
The company has issued 6,000,000 convertible preference shares of Tk. 10 each at an issue price Tk. 15 only per share
including a premium of Tk. 5 each in favour of Worldwide Opportunity Fund (Cayman) Ltd. A foreign investor at a rate of
10% dividend per annum. The preference shares shall be convertible into ordinary shares on the day of 11th Annual
General Meeting.
2006-07
2005-06
Tk.
Tk.
I
55,388,712
16.00 Net Operating Revenue: Tk.
Income from Internet Service
Profit from Software
Profit on sale of Modem
Profit of sale of IBM ThinkPad
Other Operating Income
Profit from Red Hat training
Profit from Networking Installation
32,409,113
16.01 Income from Internet Service: Tk.
37,270,4801
Income from Internet Service
4,861,367
Less: VAT
32,409,113
7,950,520
16.02 Profit from Software :Tk.
16,670,743
Receipt from Software Billing
8,720,223
Less: Expenses Against Software Unit 16.02.1
7,950,520
Profit From Software
16.02.1 Schedule of Expenses Against Software Unit:Tk.
Salary & Allowance
Festival Allowance
Office Rent
Electricity Bill
Data Expenses
Printing & Publication
Office Supply
Conveyance
Repair & Maintenance
Security Service
Office Stationery
Entertainment
Advertisement & Publicity @ 50%
Insurance Premium-Data center
Amortization of Research & Development
Total
Annual Report 2006-2007 r
21,067,620
8,646,239
2,344,433
2,963,996
5,331,346
32,409,113
7,950,520
425,000
107,015
7,390,889
1,142,782
5,963,393
55,388,712
16.01
16.02
16.03
16.04
16.05
16.06
3,897300
44,250,934
1
24,227,763
3,160,143
21,067,620
16,864,215
8,217,976
8646,239
8,720,223
3,996.464
293,231
812,130
599,227
449,490
105,157
98,377
100,000
369,230
70,129
34,143
80,185
258,496
170,150
1,283,813
8,720,223
3,485,554
212,685
938,506
772,526
457,228
95,000
68,737
142,544
269,893
100,800
12,348
10,808
201,663
164,018
1 ,285,666
8,217,976
AGNI SYSTEMS LIMITED
2006-07
Tk.
16.03 Profit on sale of Modem:Tk. Sales
Less: Cost of Goods Sold
Profit from Sales
425,000
16.04 Profit on sale of IBM Think Pad:Tk.
107,015
2005-06
Tk.
1,535,500
1,110,500
425,000
5,539,527
3,195,094
2,344,433
967,700
Sales
860685
Less: Cost of Goods Sold
107,015
Profit from Sales
8,257,091
5,293,095
2,963,996
7,390,889
16.05 Other Operating lncome:Tk.
2,240,260
Domain Hosting
2,225,000
Subscription/Admission Fee
1,944,534
Fax Away
981,095
Support Service
7,390,889
212,650
1,566,000
1,501,045
2,051 .651
5,331,346
1,142,782
16.06 Profit from Red Hat:Tk.
2,631,907
Revenue from Red Hat
1,489,125
Less: Traing Expenses
1,142,782
17.00 Direct Operating Expenses :1k.
24,166,749
17.01
Other Direct Expenses
17.02
Salary & Allowance
17.03
Other Operating Expenses
Utility & Supplies
17.04
17.05
Office Maintenance
Repairs & Maintenance
V-SAT Bandwidth & Related Expenses (adjusted)
T & T Bill
17.01 Other Direct Expenses:Tk. Courier Bill
Lease Line Rent
Fax Away Expense
Prepaid Card
C & F Charge
Duty & Other Import Cost
Transport Cost
17.02 Salary & Allowance:Tk.
Salary Staff
Festival Allowances
-
2,355,880
3,530,680
3,021,525
193,065
1,300,161
1,314,497
11,362,250
1,088,691
24,166,749
1,675,038
2,179,707
2,740,641
202,531
1,365,614
1,266,749
5,236,149
805,449
15,471,878
201,533
885,316
225,750
598,420
199,166
245,695
167,392
673,900
150,575
532,001
1,170
150,000
2,355,880
1,675,038
2,880,680
650,000
3,530,680
1,607,545
572,162
2,179,707
2,355,880
3,530,680
Annual Report 2006-2007 r
0
AGNI SYSTEMS LIMITED
r. .. :.'
2006-07
Tk.
2005-06
Tk.
133,789
150,991
1,696,625
175,042
359,869
61,340
39,569
392,840
11,460
3,021,525
97,069
137,051
1,688,391
115,046
198,416
98,827
43,595
358,247
4,000
2,740,642
17.04 Utility & Supplies:Tk.
193,065
Electric Bill
180,180
Gas Bill
8,335
WASA Bill
4,550
193,065
197,421
4,550
560
202,531
17.05 Office Maintenance :Tk.
1,300,161
Office rent
1,240,002
Security Cost
60,159
1,300,161
1,230,002
135,612
1,365,614
17.03 Other Operating Expenses:Tk.
Printing & Publication
Mobile Bill
License & Renewal Fee
Other Expenses - Operating
Conveyance - Line man
Insurance Premium
Petrol, Oil & Lubricants - POL Generator
Broad Band Cabling
Tender Schedule Purchase
3,021,525
18.00 Depreciation (operating ):Tk.
7,025,650
7,025.650
7,025,650
19.00 Administrative & General Expenses:Tk.
Salary & Allowance
Business Promotional Expenses
Utilities & Supplies
Office Maintenance
Repairs & Maintenance
General & Administrative Expenses
5,616,251
5,616,251
11,307,022
19.01
19.02
19.03
19.04
19.05
19.01 Salary & Allowance:Tk.
Salary Staff
Festival Allowance
2,962,441
19.02 Business Promotional Expenses:Tk
Advertisement & Publicity
Tours & Travels
Participation in Trade Fair
Other Business Promotional Expenses
2,071,460
19.03 Utilities & Supplies:Tk.
Electric Bill
Gas Bill
WASA Bill
2,962,441
2,071,460
92,266
843,928
286,518
5,050.409
11,307,022
1,451,213
1,323,196
88,722
709,852
320,631
4,007,811
7,901,425
2,644,441
318,000
2,962,441
1,301,213
150,000
1,451,213
602,000
399,375
598,990
471,095
2,071,460
542,932
229,032
199,022
352,210
1,323,196
83,516
2,000
6.750
92,266
81,201
1,800
5,721
88,722
92,266
Annual Report 2006-2007
AGNI SYSTEMS LIMITED
F--2-005-06
Tk.
I
_____
15,048
13,882
694,804
830,046
709,852
843,928
2006-07
Tk.
843,928
19.04 Office Maintenance:Tk.
Security Cost
Office rent
19.05 General & Administrative Expenses:Tk
5,050,409
1,340,000
74,000
95,018
15,848
8,697
103,489
109,475
159,455
27,310
244,981
7,885
169,205
159,429
113,970
111,000
402,550
70,000
293,000
105,000
117,000
310,410
200,000
310,145
Director's Remuneration
Directors Fees
Office Tea
Photocopy
Newspaper & Periodicals
Entertainment
Office Stationary
Office Supplies
Electrical Goods
Bank charges, commission & interest
Postage & Stamp
Petrol, Oil & Lubricants - POL Car
Mobile Bill
Conveyance - General
Printing & Publication
Membership Fee
Audit Fee
Professional Expenses
Subscription! Donation
CDBL Expenses
Other Expenses - Administrative
Fees for Renewals
T & T Line Maintenance
Conveyance - Customer Support
IPO Expense Written off
AGM Expenses
Total
1,188,000
160,000
37,802
7,943
9,220
83,160
62,741
136,854
235,316
10,992
118,365
137,875
15,070
107,800
526,118
117,925
157,500
71,600
56,000
154,130
150T79
95,170
72,319
158,715
5,050,409
4,007,811
4,683,765
3,772,860
4,683,765
3,772,860
5,374,207
21.00 Non Operating lncome:Tk.
5,323,793
Bank Interest
50,414
Other Income
-
Profit - Capital Market
1,062,919
143,300
160,431
5,374,207
1,366,650
20.00 Depreciation (Administrative ):Tk.
4,683,765
Total
22.00 Income tax Paid Tk.
Assessed tax
Less: Provision made in last year
Total
Annual Report 2006-2007FO
-
-
-
1,380,144
1,093,934
286,210
AGNI SYSTEMS LIMITED
2006-07
Tk.
23.00 Provision for income Tax:Tk.
2005-06
Tk.
1,688,764
Total Income-As per Profit & Loss A/C- before Tax
13,579,733
12,855,170
Less: Income from Software
7.950,520
8,646,239
Total Revenue from Software
16,670,74311 16,864,215
Less: Expenditure
8720,223 1 8,217976
Taxable Income
5,629,213
4,208,931
Income Tax @ 30%
1,688,764
1,262,679
24.00 Dividend on Preference Share: Tk.
4,000,000
The 10% Preference Share dividend was approved in the EGM held on 12
October 2006 and the Board of Directors has decided to give preference Dividend to the preference shareholders Tk. 4,000,000 for eight months.
Total
4,000,000
-
4,000,000
-
25.00 Earning per share (EPS) Disclosure under lAS 33 "Earning per Share"
Basic Earning per share
The computation of EPS is given below:
Net Profit after Tax
11,890,969
Less, Dividend on Preference Share
4,000,000
Earning attributable to ordinary shareholders
7,890,969
Number of ordinary share outstanding during the year
8,800,000
Basic EPS
0.90
11,306,281
11,306,281
8,800,000
1.28
Diluted Earning per share
The computation of EPS is given below:
Earning attributable to shareholders
7,890,969
Number of share outstanding during the year
8,800,000
EPS
0.90
11,306,281
8,800,000
1.28
Calculation of Weighted average number of Ordinary Shares Outstanding during the year from
01.07.2006 to 30.06.2007:
Nature of Share Holdings No. of Shares •
4
Ordinary Shares
8,800,000 01.07.06 to 30.06.07
Total:
8,800,000
Annual Report 2006-2007
Ii
Days of
Shares
Holdings
Period
365
Weighted Ave.
Nos. of Shares
Outstanding
8,800,000
8,800,000
D
AGNI SYSTEMS LIMITED
26.00 Foreign Exchange Earned and Payment:
During the year under audit the Company has not earned or makes payment any amount in
Foreign Currency.
27.00 Payment/Perquisites to Directors and Officers:
ii)
iii)
No compensation was allowed by the company to the Directors of the company
other than Directors Remuneration as reported in Note 19.05
No amount of money was expended by the company for compensating any member
of the board for special services rendered.
No board meeting attendance fee was paid to the directors of the company.
28.00 Capital Expenditure Commitment:
There was a capital expenditure commitment of the company as stated in the prospectus.
29.00 Contingent Liabilities:
There was no contingent liability as on 30 June 2007
30.00 Claim Not Acknowledge
There was no claim against the company not acknowledged as debt as on 30 June 2007
31.00 Commissions, Brokerage or Discount against Services:
No commission, Brokerage or discount was allowed during the year under review.
32.00 Credit Facility Availed
There was no credit facility availed to the company under any contract as on June 30, 2007
other than trade credit available in the ordinary course of business.
33.00 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 10%
cash dividend. The dividend proposal is subject to shareholders' approval at the
forthcoming 11th Annual General Meeting.
34.00 Special Reports As Per Companies Act, 1994
(a)
95 (Ninety Five ) employees engaged in the Company who received a total remuneration
over Taka 36,000/- per year and 30 (Thirty) employees drawing yearly remuneration
below Taka 36,000/- per month.
(b)
There was no non-resident Bangladeshi shareholder during the year under audit.
Managing Director
dto°
Annual Report 2006-2007FO
Corn any Secretary
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AGNI SYSTEMS LIMITED
Nava na Tower, 11th Floor, Suite-A,45 Gulshan Avenue,
Gulshan-1, Dhaka-1 212, Bangladesh. Phone: 8812379,8822379
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 I our behalf at the 11TH ANNUAL GENERAL
MEETING of the Company to be held on Monday, November 26, 2007 at 10:00 AM, at
EmmaNuelles Banquet Hall, House # 4, Road # 134 -135, Gulshan-1, Dhaka-1212 and at any
adjournment thereof or at any ballot to be taken in consequence thereof.
Signedthis..........................................................Day of ............................................June 2007.
Signature of Proxy
Revenue
Stamp
1k. 87=
Signature of Shareholder....................
Folio 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 BIO Account.
AGNI SYSTEMS LIMITED
Navana Tower, 11th Floor, Suite-A,45 Gulshan Avenue,
Gulshan-1, Dhaka-1 212, Bangladesh. Phone :8812379, 8822379
I hereby record my attendance at the 11TH ANNUAL GENERAL MEETING of the Company to
be held on Monday, November 26, 2007 at 10:00 AM.
Nameof 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 deposit the same at the entrance of the meeting hall.
AGNI SYSTEMS LIMITED
Navana Tower, 11th Floor, Suite-A, 45, Gulshan Avenue, Gulshan 1 Dhaka-1212, Bangladesh Phone: 8812379
Fax :8811902, E-mail : info@agni.com , Web: http://www.agfli.com
Shahjadi Chamber 6th Floor, 1331/B, Sheikh Mujib Road, Agrabad C/A, Chittagong-4100, Bangladesh
Phone :031-714613 Web :http/iwww.agfli.COm , http://wwwagfliOflhifle.COm