dear shareholders, - bangla.net · place before you the annual report along with the audited...

INFORMATION SERVICES NETWORK LIMITED (ISN) (First Online Internet Service Provider in Bangladesh)

TMC Building (4th Floor), 52, New Eskaton Road, Dhaka-1000. Contract No: 8322785-8, Fax: 880-2-9345460, Web: http//www.bangla.net

NOTICE OF THE 17TH

ANNUAL GENERAL MEETING

Notice is hereby given that the 17th Annual General Meeting of the Shareholders of Information Services

Network Ltd. will be held on 10th

June 2012 (Sunday) at 11:00 a.m. at Institute of Diploma Engineers

Bangladesh, IDEB Bhaban, 160/A Kakrail, Dhaka, to transact the following agenda:

Ordinary Business

1) To receive, consider and adopt the Profit and Loss Accounts of the Company for the year ended on 31st

December 2011 and the Balance Sheet as at that date together with the Reports of the Board and the Auditors

thereon.

2) To declare cash dividend @5% and bonus @5% (stock dividend) for the year ended 31st December 2011.

3) To elect/re-elect Directors in place of those who shall retire in accordance with law/rules.

4) To appoint Auditors for the term until the next Annual General Meeting and fix up their remuneration.

Special Business

Re-fixation of right shares offer price

The Board of Director has recommended for re-fixation of right shares offer price to Tk. 10.00 each (without

premium) from Tk. 20.00 each (including Tk. 10.00 each as premium) of 100% i.e. 1:1 Right Shares Offer which

was approved by shareholders in the 5th EGM of the Company held on 28

th June, 2011. This Rights offer is subject

to compliance with SEC Notification dated 22nd

November 2011 & 7th December 2011 and also necessary approval

by general shareholders and the SEC accordingly.

This agenda is placed as per SEC Consent Letter dated 24.04.2012.

All members are requested to attend the meeting on the time, date and place mentioned above.

By order of the Board Sd/-

Dated, Dhaka (Md. Nuruzzaman)

7th May 2012 Company Secretary

NOTES:

a) 17th

May 2012 has been scheduled as Record Date. The Shareholders whose names would appear in the Register of

Members of the Company or in the Depository on the “Record Day” (17th

May 2012) will be eligible to attend the

AGM and qualify for dividend.

b) Any Member of the Company entitled to attend and vote at the general meeting may appoint a proxy to attend and

vote on his/her behalf.

c) The instrument appointing a proxy duly signed by the Member and stamped must be submitted at the Registered

Office of the Company at least 48 (forty-eight) hours before the meeting.

d) For the sake of convenience, Members are requested to submit their queries on the Directors’ Report and Audited

Accounts, if any, at the Registered Office of the Company preferably 3 days before the date of the Annual General

Meeting.

e) Members are requested to notify change of address, if any, to the Depository Participant in time.

Chairman’s Address

In the name of Allah

Distinguished Shareholders, On the occasion of the 17th Annual General Meeting of our Company, I am indeed delighted to place before you the Annual Report along with the audited financial statement of the Company for the year ended 31st December 2011. The year 2011 bears the testimony that the global economy has not yet recovered the impact world-wide recession. Business growth all over the world was slow and our country also is a victim to this recession. Bandwidth price reduction by BTRC has affected our overall revenue. Moreover, implementation of unique initiatives to meet the goals and objectives of maintaining future growth of our company amidst the ever increasing competitive environment, acute energy crisis, natural calamities and global economic recession. However, our constant searching for technological innovations for the better performance and utmost standard of service will eventually help us to be the most respected and leading ISP Company in Bangladesh. We tried our best to maintain our strong financial performance. Operating Revenue increased by 6.47% over 2010 and rose to Tk 52,067,897.00. Gross Profit increased by 2.66 % compared to previous year. Shareholders Equity increased from Tk. 15,94,31,519.00 to Tk. 16,01,62,197.00 in 2011 i.e. an increase of 0.46 %. The financial performance has not been that much strong as was expected and this has a reason. The Board of Directors approved the purchase decision of 2,521 sft new office space adjacent to ISN Head Office. We had to make an initial cash payment of substantial amount which has affected our financial position, it will eventually increase our assets after the acquisition process is finally completed. With a view to moving forward with our business goals for future business growth and to allow the Company to maintain sufficient fund for business expansion in the years to come, the Board of Directors of ISN has recommended 5% Cash Dividend and 5% Stock Dividend for the financial year ending 31st December 2011. I would like to draw your kind attention to the 5th EGM where you the shareholders very rightfully approved Rights Shares @1R:1 (i.e. 1 rights share for each share held) of Tk. 10.00 at an issue price of Tk. 20.00 per share (including a premium of Tk. 10.00 each). However, documents were placed with SEC on due time. During November and December 2011 Securities and Exchange Commission (SEC) provided two notifications. It seems now we have to come back to you again for your due consideration on this issue. The year 2011 as indicated had been a year of turmoil. Nevertheless, ISN tried and stepped into Data Connectivity with its present strength. The areas covered are in Dhaka, Khulna, Chittagong, Sylhet, Barisal, Comilla, Manikgonj, Rajshahi, Mymensingh, Gazipur and other districts. Our corporate client list has also been enriched with the inclusion of important clients like Agrani Bank Limited, First Security Islami Bank, Fast Group, Al Arafa Islami Bank, Newtex Group, Green Delta Insurance, Meghna Group of Industries, Meghna Life Insurance, Continental Insurance, Misami Group, Cambriam College, Yagi Group, Union Group, Pubali Bank Ltd, Independent University Bangladesh (IUB), Mongla Cement Factory, Bagerhat Group etc.

Around Dhaka City we have about 30 (thirty) POPs from which network service like Internet and Data service in potential areas can reach to the end users instantaneously. Number of POPs is increasing every year to cover more areas with our services. It is people, who define an organization: and any business’s success is dependent on the calibre of its staff. 2011 was a demanding year in many respects and it is testament to the talent and professionalism of all my colleagues that ISN successfully met its challenges and excelled in many areas. I would like to take this opportunity to extend my personal thanks to my colleagues as their commitment and expertise have greatly benefited the Company and our Shareholders. My thanks and gratitude also goes to the Securities and Exchange Commission and the Dhaka & Chittagong Stock Exchanges for their continued support. In closing, I would like to express my deep appreciation for the guidance from my fellow directors, for the trust and faith of our valued customers and shareholders. We are honoured that you are with ISN. May Almighty Allah guide and bless us in all our future endeavours.

(Sayeed Hossain Chowdhury) Chairman

Corporate Operation Results 5 years (2007 – 2011):

Particulars 2011 2010 2009 2008 2007

No. of Authorised Shares 50,000,000 50,000,000 50,000,000.00 50,000,000.00 50,000,000.00

No. of Issued Shares 9,904,765 9,004,332 8,185,757.00 8,185,757.00 7,118,050.00

Paid up Capital(Tk.) 99,047,650.00 90,043,332.00 81,857,575.00 81,857,575.00 71,180,500.00

Share Holders Equity(Tk.) 160,162,197.00 159,431,519.00 155,213,283.00 92,722,340.00 7,6089,652.00

Share Holders Equity as % Assets 1.31% 1.20% 1.90 1.14% 1.24%

Total Assets(Tk.) 209,237,925.00 191,222,796.00 166,326,606.00 105,750,668.00 94,228,934.00

Total Liabilities(Tk.) 48,949,117.00 31,700,166.00 11,049,312.00 12,977,248.00 18,089,650.00

Reserve & Surplus(Tk.) 61,114,547.00 69,388,187.00 73,355,708.00 10,864,765.00 4,909,152.00

Net Sales/Net Income (Tk.) 68,701,721.00 71,133,529.00 66,624,154.00 55,034,199.00 51,314,710.00

Profit Before Tax(Tk.) 5,643,187.00 10,319,189.00 10,574,367.00 11,039,619.00 9,739,764.00

Net Profit After Tax(Tk.) 5,485,036.00 9,500,856.00 9,664,740.00 10,048,492.00 8,793,119.00

Book Value Per Share 10.00 10.00 10.00 10.00 10.00

Earning Per Share 0.55 1.05 1.18 1.22 1.08

% of Dividend 5%C & 5% B 10%B 10% B 5% 15%

Current Ratio 2.09:1.00 2.87:1.00 6.10:1.00 4.96:1.00 3.12:1.00

Operating Ratio 100.00:121.11 100.00:124.35 100.00.119.00 100.00:107.00 100:106:69

Pattern of Shareholding as on 31.12.2011

Sl. Name of the Shareholder Position No. of Shares

01 MR. SAYEED HOSSAIN CHOWDHURY Chairman 809,490

02 MR. MIRZA ALI BEHROUZE ISPAHANI Vice Chairman 90,447

03 MR. HABIBUL ALAM, BP Managing Director 29,199

04 MR. A. R. AZIMUL HOQUE Sponsor Director 110,000

05 MS. SHIRIN HUQ Sponsor Director 144,597

06 MR. ABDULLAH HEL MOSTAFA Sponsor Director 2,420

07 MR. SUMAN CELINE HUQ Sponsor Director 217,146

08 MS. NAJMA ENAYETULLAH KHAN Sponsor Director 18,260

09 MR ANWAR HOSSAIN Sponsor 137,758

10 MS. TANIA SHIREEN HUQ Sponsor 150,673

11 MS. ZINIA NASREEN HUQ Sponsor 150,672

12 MRS. FATIMA HUQ Sponsor 43,048

13 DR. KAISAR ALI TALUKDER Shareholder Director 4,174

14 MD. AKTARUZZAMAN Shareholder Director 2,783

15 MR. ASHEQUL ISLAM Shareholder Director 3,206

16 PROF. MD. MOSTOFA AKBAR Shareholder Director 1,000

17 OTHER SHAREHOLDERS 7,989,892

Note: Nobody holds more than 10% share of the Company.

Dear Shareholders, We, On behalf of the Board of Directors, extend a very warm welcome and good wish to all on the occasion of the 17th Annual General Meeting of Information Services Network Limited (bangla.net), the first Internet Service Provider in Bangladesh. The Board is pleased to present the audited financial statements of the Company for the year ended 31st December 2011 and the auditors’ report thereon for your kind consideration.

Company Operation:

This year has been a year or unstable economy within the country.ISN Ltd had to sail through a rough sea for quite sometime due to hard pressed constrains in the financial market. Our focus remained in the market providing cost effective solutions, ensuring better bandwidth facilities to our end users.

ISN Ltd has increased its services in the field of Internet Data Services and opening its avenues for new technologies in this field. Those which are not generating revenues for the company had to be discarded, thus giving opportunities to provide more concentration to the important issues of the company.

Substantial amount has been invested to procure a space of 2521sft which is located adjacent to our office, where a major portion of company cash has been involved. The space will surely provide better facility to the company and its members of the staff to work more diligently.

ISN Ltd still continues to benefit from several strategic alliances by receiving very competitive pricing on most services, allowing the company to offer competitive price on its services to customers and end users.

Khulna Office: ISN-Khulna office is still on focus with ISP industries and has earned very good reputation for customer services. In this depressed market we have been able to achieve positive success in generating revenue from Khulna Office. During the year we have made a substantial progress in expanding our network. With the expansion of network a large segment of clients have also been brought under our fold. We have been able to extend our longest Fiber Optical Layout from Shiromony Industries Area to Rupsha Bridge with Sonadanga & Nirala Residential Area coverage and Katakhali area at Bagerhat District has been covered in recent times. We look forward in continuing ISN Khulna office efforts to accomplish its plans and vision in the coming days with dedication to achieve excellence. Hence, in the coming days,we are in a position to provide facilities in affordable prices regardless of its locality and geographic position. This will connect the southwestern population of the country with better IT solutions.

DIRECTORS’ REPORT

Gulshan Office: ISN Gulshan office remains to be our major focal point. It continues to serve as the backbone of ISN Ltd, substantial achievement has been made and because of this the percentage of cliental loss is practically Zero. The high level of services that is provided by Gulshan office bears the testimony of the dedication of the working personnel in Gulshan. We have been able to use underground fiber connection with M/S Summit Communication Ltd, one of the two NTTN companies of Bangladesh. The competition still remains to be the main issue from various ISP’s operation in Gulshan and ISN Ltd can proudly state that it still stands erect with its head high.

Uttara Office: Having quite a bit of shortcomings still can proudly state that ISN Uttara office did its best to generate revenue for the company.ISN Ltd will strengthen and refocus in this area for the coming years.

Motijheel Office: Last year’s decision has finally been implemented with proper manpower to seriously remain in the market as one of the major players of this industry. Motijheel is now the raising market for internet and other IT products. With this strategical Network coverage the cliental service has been extensively expanded and Value Added Service is also introduced to our valued clients. Both Corporate and Individual Clients’ response enhanced our network expansion in Motijheel area. It is our firms believe if properly nourished Morijheel office will be able to generate more revenue for ISN in the coming years.

Narayanganj Office: ISN always continues to give importance to Narayangonj as a potential niche. Mindful of network expansion ISN made needful investment and applied upgraded technology as per client’s requirement in line with the company strategy. In the small span of operation, ISN Narayangonj office has been thriving to generate revenue during the year 2010.

Corporate Management: ISN maintains high standard of corporate Management following the culture of responsibility, intelligibility, well-understood policies and procedures. The Board is committed to lead the company towards the goal set by the Shareholders. The Board also reviews the overall activities of the business responsibility and with focus on long-terms value creation. The Board of Directors and the management ensure maintaining compliance with all requirements of regulatory bodies.

Marketing & Business Development: During last year, ISN promised to initiate operation in Motijheel and Mirpur, this has been achieved within the time frame. It would be very encouraging for our stakeholders to note that the Marketing Team has made its entry with the Date Service and has been able to establish itself as a reasonably major service provider. With the resources available ISN has also stepped into the Chittagong Market. It is expected that within the coming fiscal year proper operation and business expansion will be made in this potential market.

Administration: Administration and Human Resources Development Division is always striving to employ quality manpower for all the departments. In case of manpower, ISN believes in quality. Keeping this in mind, the Administration & HR Division successfully completed the employment of some very quality employment for the year 2011. The manpower position of ISN is as follows:

Particulars 2011 2010 2009

Number of Employees

146 130 135

Finance: Finance division seeks the guidelines of Securities and Exchange Commission (SEC) and continues to comply with Notification, Directives and Orders for preparation of the Company’s Financial Statements and submit it in time. Finance Division has also taken the responsibility of carrying out financial planning and budgetary control in regular basis. Restructuring on the financial decision of ISN has been completed. Positive result has indicated that the group will be able to deliver the information on financial matter which is important to move forward. Out latest Financial Statements and all other price sensitive information are available in our website http://www.bangla.net/english/financial_statement.php

Software: In the year 2011, Software Division has shown its significant efficiency in the arena of outstanding recovery and gradually increasing its activities in terms of new Software development. Within next year it expects proper Financial Software package will be made available for Financial Institutions and Industries. Web Hoisting and Web Design has been substantially increased and that has added to its revenue. This has resulted to significant overall increase in revenue from this department which is appreciable & encouraging. Confidently, in the next year a significant and satisfactory number of new clients would be incorporated /added in the main stream which would be able to increase financial health of this department.

http://www.bangla.net/english/financial_statement.php

Company Performance: The company has earned a net profit before tax of Tk. 56,43,187.00 for the year ended on 31st December 2011.

Rights Share Issue: The 5th EGM of the Company was held on 28th June, 2011 and the following was approved by the honorable share holders: “Resolved unanimously that the proposed Rights shares @ 1R:1 (i.e. 1 rights share for each share held) of Tk. 10.00 each at an issue price of Tk. 20.00 per share (including a premium of Tk. 10.00 each) to be issued to the shareholders subject to the approval of Securities and Exchange Commission”. Necessary documents have been placed to Securities and Exchange Commission for approval within the stipulated time.

Declaration of Dividend:

The Board of Directors is pleased to recommend for the declaration of 5% cash Dividend and 5% Stock (Bonus Share) Dividend to shareholders for the year ended on the 31st December 2011.

With this recommendation of dividend declaration year wise dividend will follow the pattern

given here:

Dividend Paid to Share holders

Pe

rce

nta

ge

Future Plan: Dedicated Internet Bandwidth is the flagship product of ISN. Dedicated link is established using optical fiber between the state of the art POPs and the gateway/router that connects customer’s LAN(s). Our network ensures excellent quality, high capacity and low latency Internet connectivity. We currently offer data connectivity among most of the Divisional Headquarters and districts in Bangladesh.ISN Ltd plans to connect all the Divisional Headquarters within 2012-2013. The connectivity is established using the highly reliable telecom backbone carrier with built–in redundancy to ensure maximum uptime. ISN Ltd provides Network security / e-security services for securing corporate LAN and secret data from cyber attack. This program will also be extended to the others division of Bangladesh. ISN e-security services provide the customer a secured interconnection of their LAN with the internet and other networks. Day by day IT business is facing more challenges due to rapid changes in technology. Broadband internet has been ISN’s main business focus.ISN provides internet service mainly through optical fiber backbone, in some cases ISN also uses Radio connectivity. ISN urgently needs to replace of the network equipment of 100 Mbps speed to gigabyte speed. This will provide ISN strong network structure; thereby will be in a better position to compete with others. ISN is going to introduce WiFi Mesh, which is very cost effective technology to provide Broadband service to the home and Small Office Home Office (SOHO) users.

Video conferencing saves customers travel budget and time and provides to meet “face to face” meeting demand over internet or data connectivity which is under active consideration for entering ISN’s line of product services. Following additional expansion program will become necessary for the year 2012-13:

SL Item Quantity

1 New POP 10

2 New NOC 3

3 New Server 5

4 Bandwidth Manager 1

5 IP Phone Software up gradation 1

6 Video conferencing Equipment 1

7 OTDR 2

8 Router 1

9 New Branch Office (Division/District) 3

10 Generator 1

11 Vehicle 2

Board of Directors’ Meeting: Five Board of Directors meeting were held in 2011. These meetings were attended by 8, 7,9,10 and 7 Directors respectively.

Election of Directors: As per Article 95 and in accordance with the prospectus of the company made public in February 2002 and its subsequent development in AGMs the following Directors will retire and be eligible to offer themselves for re-election.

1. Mr. Mirza Ali Behrouze Ispahani 2. Mr. A. R. Azimul Hoque 3. Ms. Najma Enayetullah Khan

Additional Disclosures: The Directors confirm, to the best of their knowledge-

a) The financial statement prepared by the management presents the company’s state of affairs, operational results, and cash flow and equity changes.

b) Proper books of accounts have been maintained. c) Appropriate accounting policies have been applied in preparation of the financial

statement and the estimates are based on reasonable judgment. d) Internal Accounting Standards as applicable in Bangladesh have been followed in

preparation of financial statements. e) The system of internal control is sound in design and effectively monitored. f) There are no significant doubts upon company’s ability to continue as a going concern.

Appointment of Auditors:

The existing auditor M/S. Saha Mazumder & Co., Chartered Accountants shall retire in this AGM. The three firms mentioned below have expressed their willingness as the auditors of the company for the year to be ended on 31st December 2012.

- M/S. Khan Wahab Shafique Rahman & Co., Chartered Accountants - M/S. Zoha Zaman Kabir Rashid & Co., Chartered Accountants - M/S. Rahman Mostafa Alam & Co., Chartered Accountants

The Board of Directors of ISN recommends and proposes the name of M/S. Khan Wahab Shafique Rahman & Co. as the possible auditor for the year ended on 31st December 2012.

Management Appreciation:

We, on behalf of the Board of Directors of ISN, would like to take this opportunity to put on record our appreciation to the esteemed shareholders of the Company for their continued support. The Board also thanks Government of Bangladesh, Ministry of Post and Telecommunication (MOPT), Bangladesh Telecommunication Regulatory Commission (BTRC), Registrar of Joint Stock Companies and Firms (RJSC), Securities and Exchange Commission (SEC), Dhaka Stock Exchange (DSE), Chittagong Stock Exchange (CSE) and other Government & Regulatory Agencies for their valuable guidance and continued support provided to ISN throughout the year. The Board of Directors is also grateful to the valued customers, stakeholders and public at large for their patronage and confidence reposed in the Company. The Board of directors place on record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the Company and look forward to their continued support and whole-hearted co-operation for realization of the goals in the year ahead.

Thanking you all with warm regards. For and on behalf of the Board of Directors of Information Services Network Ltd.

(Dr. Kaisar Ali Talukder) (Habibul Alam) Bir Pratik Director Managing Director

ANNUAL REPORT 2011

DATED: 07 MAY 2012

AUDITORS’ REPORT TO THE SHAREHOLDERS

OF

INFORMATION SERVICES NETWORK LIMITED

We have audited the accompanying financial statements of INFORMATION SERVICES NETWORK LIMITED, which comprise the Statement of Financial Position as at 31 December 2011, and the Statement of Comprehensive Income, Statement of Cash Flows and the Statement of Changes In Equity for the year ended 31 December 2011, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of INFORMATION SERVICES NETWORK LIMITED as at 31 December 2011, and its financial performance and its cash flows for the year ended in accordance with Bangladesh Financial Reporting Standards. We also report that: 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; 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; The Company’s Statement of Financial Position and Statement of Comprehensive Income dealt with by the report are in agreement with the books of accounts; and The expenditure incurred was for the purpose of the Company’s business.

ANNUAL REPORT 2011

INFORMATION SERVICES NETWORK LIMITED 52 New Eskaton Road, Dhaka-1000.

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011

PARTICULARS

NOTES Amount in TK.

31 Dec 2011 31 Dec 2010

Net assets

A. Non-current assets 107,140,147 100,239,960

Fixed assets 21.00 102,695,812 97,495,908

Investment (at cost) 22.00 2,265,726 2,744,052

Deferred expenditure 23.00 2,178,609 -

B. Current assets 102,097,778 90,982,836

Accounts receivable 24.00 82,314,542 66,955,457

Accrued interest 25.00 809,544 809,544

Advances, deposits and prepayments 26.00 17,395,940 17,941,134

Cash and cash equivalents 27.00 1,577,752 5,276,701

C. Current liabilities 48,949,117 31,700,166

Accrued expenses 28.00 6,387,013 3,100,810

Liabilities for other finance 29.00 5,183,024 4,098,859

Bank loan 30.00 31,370,196 18,614,264

Provision for income tax 31.00 6,008,884 5,886,233

D. Net current assets ( B - C) 53,148,661 59,282,670

E. Non-current liabilities

Deferred tax liabilities 32.00 126,611 91,111

F. Net assets (A + D - E) 160,162,197 159,431,519

Financed by:

Shareholders’ equity 33.00 160,162,197 159,431,519

Share capital 34.00 99,047,650 90,043,332

Retained earnings 14,325,322 17,844,604

General reserve 2,000,000 2,000,000

Dividend equalization fund 1,000,000 1,000,000

Inflation and currency fluctuation fund 1,000,000 1,000,000

Capital reserve 42,789,225 47,543,583

Total: 160,162,197 159,431,519

Net Assets Value (NAV) per share 16.17 17.71

The accounting policies and other notes from 1 to 43 form an integral part of the financial statements. The financial statements were authorized for issue by the Board of Directors on the 07 May 2012 and

signed on its behalf by :

(Habibul Alam) Bir Pratik

Managing Director (Dr. Kaisar Ali Talukder)

Director (Md. Nuruzzaman)

Company Secretary AUDITORS’ REPORT TO THE SHAREHOLDERS : This is the statement of financial position referred to in our annexed report. 21 Purana Paltan Line, (4th & 7th Floor), Dhaka-1000. Dated: 07 May 2012

ANNUAL REPORT 2011


STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2011

PARTICULARS

Notes Amount (in Tk.) Amount in Tk.

Unit-1

ISP

Unit-2 IPTSP

Total

FY 2011

Total FY 2010

Operating revenue 35.00 51,819,867 248,030 52,067,897 48,905,544

Operating expenses 36.00 26,616,845 537,371 27,154,216 24,637,179

Gross Profit (A-B) 25,203,022 (289,341) 24,913,681 24,268,365

Other income 37.00 16,633,824 - 16,633,824 22,227,985

41,836,846 (289,341) 41,547,505 46,496,350

Other expenses 35,798,080 106,238 35,904,318 36,177,161

Administrative expenses 38.00 32,211,040 106,238 32,317,278 35,267,291

Financial expenses 3,587,040 - 3,587,040 606,264

Amortization of share issue expenses - - - 303,606

Net profit before Tax for the period 6,038,766 (395,579) 5,643,187 10,319,189

Deferred tax expenses 35,500 - 35,500 27,100

Provision for income tax for the year

31.00

122,651 - 122,651 791,233

Net Profit after Tax for the period 5,880,615 (395,579) 5,485,036 9,500,856

Profit / (Loss) brought forward 8,840,286 - 8,840,286 8,343,748

Balance transferred to Statement of Financial Position

14,720,901 (395,579) 14,325,322 17,844,604

Earnings per share (per value Tk. 10/-)

0.55 1.05



(Habibul Alam) Bir Pratik Managing Director

(Dr. Kaisar Ali Talukder) Director

(Md. Nuruzzaman) Company Secretary

AUDITORS’ REPORT TO THE SHAREHOLDERS : This is the statement of comprehensive income referred to in our annexed report. 21 Purana Paltan Line, (4th & 7th Floor), Dhaka-1000. Dated: 07 May 2012

ANNUAL REPORT 2011

INFORMATION SERVICES NETWORK LIMITED 52 New Eskaton Road, Dhaka-1000. STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2011

PARTICULARS Amount in TK.

FY 2011 FY 2010

A. Cash flows from operating activities

Collection from turnover and other income 58,583,569 59,024,504

Payment for cost and expenses (52,559,332) (54,094,297)

Total cash flow from operating activities 6,024,237 4,930,207

B. Cash flows from investing activities

Acquisition of fixed assets (18,894,492) (13,148,195)

Microbus sales 330,000 600,000

Invesment in share (53,750) (2,100,000)

Share Issue Expenses (420,000) -

Deferred expenditure (IPTSP project) (1,497,199) -

Total cash flow from investing activities (20,535,441) (14,648,195)

C. Cash flows from financing activities

Dividend received 7,286 6,600

Earnest money deposite/(refund) 816,247 (718,800)

Short term loan from bank 12,117,919 18,008,000

Advance and deposit (2,129,197) (6,407,875)

Total cash flow from financing activities 10,812,255 10,887,925

Net cash inflow/(outflow) for the year ( A + B + C) (3,698,949) 1,169,937

Opening cash and bank balances 5,276,701 4,106,764

Closing cash and bank balances Total Tk. 1,577,752 5,276,701






AUDITORS’ REPORT TO THE SHAREHOLDERS : This is the statement of comprehensive income referred to in our annexed report. 21 Purana Paltan Line, (4th & 7th Floor), Dhaka-1000. Dated: 07 May 2012

ANNUAL REPORT 2011


STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2011

Particulars Share capital

General Reserve

Capital Reserve

Dividend Equalization

Fund

Inflation and

Currency Fluctuation

Fund

Retained Earnings

Total Taka

As at 1 January 2011 90,043,332 2,000,000 47,543,583 1,000,000 1,000,000 17,844,604 159,431,519

Net profit for 2011 - - - - - 5,485,036 5,485,036

Bonus share issued 9,004,318 - - - - (9,004,318) -

Depreciation on revaluation

- - (4,754,358) - - - (4,754,358)

At 31 December 2011 99,047,650 2,000,000 42,789,225 1,000,000 1,000,000 14,325,322 160,162,197

The accounting policies and other notes from 1 to 43 form an integral part of the financial statements. The financial statements were authorized for issue by the Board of Directors on the 07 May 2012 and signed

on its behalf by :




AUDITORS’ REPORT TO THE SHAREHOLDERS : This is the statement of comprehensive income referred to in our annexed report. 21 Purana Paltan Line, (4th & 7th Floor), Dhaka-1000.

Dated: 07 May 2012

ANNUAL REPORT 2011


NOTES TO THE FINANCIAL STATEMENTS For the year ended 31st December, 2011

Forming an Integral Part of the Financial Statements : A. LEGAL STATUS AND NATURE OF THE COMPANY - DISCLOSURE UNDER BAS-1 "PRESENTATION

OF FINANCIAL STATEMENTS"

1.00 Legal Form Of The Company:

Information Services Network Limited was incorporated in Bangladesh on August 16, 1995 as a Public Limited

Company under the Companies Act, 1994. The shares of this Company are listed in the stock exchange of

Dhaka and Chittagong.

2.00 Nature of Business Activities:

The main objective of the Company interalia is to carry on all its offices in and outside of Bangladesh for

providing connectivity with the World’s Information super highway and disseminate knowledge and

information in electronic form and to develop, deliver and maintain computer based system and to publish

IT based magazines. It has gone into commercial operation from 6th August, 1996.

3.00 Number of Directors and Employees:

On the payroll of the Company, there were 110 officers, 36 Staff & workers/technicians.

i) 112 Staff/Officers/Employees drew yearly salary & allowances

more than Tk. 36,000

Tk.

15,410,927

ii) 34 Staff/Officers/Technicians drew yearly salary/wages &

allowances less than Tk. 36,000

Tk.

681,164

iii) 2 Director remuneration more thanTk.36,000 Tk. 2,100,000

Total: 148 Tk. 18,192,091

B. SIGNIFICANT ACCOUNTING POLICES:

1.00 Compliance with Bangladesh Accounting Standards (BASs):

The financial Statements have been prepared in compliance with requirements of BASs adopted by the

Institute of Chartered Accountants of Bangladesh (ICAB).

ANNUAL REPORT 2011

2.00 Compliance with local Laws:

The financial statements have been prepared in compliance with requirements of the Companies Act,

1994, the Securities and Exchange Rules, 1987 and other relevant local laws and rules.

3.00 Measurement Bases used in preparing the Financial Statements:

The elements of financial statements have been measured on "Historical Cost" Basis, which is one of the

most commonly adopted base as provided in” the frame-work for the preparation and presentation of

financial statements" Issued by the International Accounting Standards Committee (IASC).

4.00 Components of the Financial Statements:

According to the International Accounting Standard (IAS) -1 adopted by ICAB as BAS-1 "Presentation of

Financial Statements" the complete set of Financial Statements includes the following components:

(i) Statement of Financial Position as at 31 December 2011.

(ii) Statement of Comprehensive Income for the year ended 31 December 2011.

(iii) Statement of Cash Flows for the year ended 31 December 2011.

(iv) Statement of Changes in Equity for the year ended 31 December 2011.

(v) Accounting Polices and Explanatory notes.

5.00 Recognition of Property, Plant and Equipment and Depreciation.

Property, Internet and Office Equipment are stated at their cost less accumulated depreciation in

accordance with BAS -16 "Property, Plant and Equipment". Full year's depreciation has been charged on

additions irrespective of date when the related assets are put into use. Depreciation on all other fixed

assets is computed using the diminishing balance method in amounts sufficient to write off depreciable

assets over their estimated useful economic lives. Expenditure of maintenance and repairs are expensed;

major replacements, renewals and betterment are capitalized.

5.01 Depreciation:

The depreciation rates applicable to the principal categories are :

Internet and Office Equipment ------------------------------------------- 10 -15%

Office Equipment ------------------------------------------- 10 -15%

Furniture and Fixtures ------------------------------------------- 10%

Transport and Vehicles ------------------------------------------- 15%

Other Assets ------------------------------------------- 10 -15%

Difference between re-valued asset and carrying amount of asset resulting in revaluation surplus (Building

Flat) was not recognised as income in the last years’ income statement and the surplus was directly

credited to equity as “Revaluation Reserve”.

The depreciation on the re-valued asset has also been debited to equity resulting in decrease in

“Revaluation Reserve”. However depreciation on original carrying amount has been charged to

comprehensive income statement as expenses as usual.

ANNUAL REPORT 2011

6.00 Cash and Cash Equivalents:

According to BAS 7 "Cash Flow Statement" cash comprises cash in hand and demand deposit and, cash

equivalents are short term, highly liquid investments that are readily convertible to known amount of cash and

which are subject to an insignificant risk of changes in value. BAS 1 "Presentation of Financial Statements"

also provides that cash and cash equivalents are those, which has no restriction in use considering the

provision of IAS 7 and IAS 1. Cash in hand and bank balances have been considered as cash and cash

equivalents.

7.00 Statement of Cash Flows:

Cash Flow Statement is prepared principally in accordance with BAS 7 "Cash Flow Statement" and the cash

flow from the operating activities have been presented under direct method as prescribed by the Securities and

Exchange Rules, 1987 and considering the provision of paragraph 19 of BAS 7 which provides an "enterprises

are encouraged to report cash flow from operating activities using the direct method"

8.00 Taxation:

Tax has been provided in accordance with fiscal regulations applicable. The company is publicly-traded

company as per the Income Tax Ordinance 1984. The company qualifies for being treated as a "Publicly

Traded Company" for which the rate for tax at 27.50% has been applied for while making provision for

income tax on profit which is taxable. The Company's profit on software business is exempted from tax.

8.01 Proposed Dividend:

As per BAS 10" Events After the Balance Sheet Date "however provides that "dividend proposed" or

declared after the balance sheet date should not recognize as a liability at the Balance Sheet date but to

disclose it in note to the financial Statements".

9.00 Revenue Recognition:

Post-Paid Internet Services and Web Page Software sales are recognized when invoices are made. Pre-

Paid Internet Services are recognized on receipts and after satisfying all the conditions for revenue

recognition as provided in BAS 18 "Revenue Recognition".

10.00 Foreign Currency Translation:

Transactions denominated in foreign currencies are translated into Bangladesh Taka and recorded at rates

of exchange ruling on the date of transaction in accordance with BAS 21 "The Effects of Changes in

Foreign Currency Rates".

11.00 Earnings Per Share (EPS):

The company calculates Earnings Per Share (EPS) in accordance with BAS-33 "Earnings Per Share"

which has shown on the face of Profit and Loss Account and the computation of EPS is stated in Note-39.

ANNUAL REPORT 2011 Basic Earnings:

This represents earnings for the year attributable to ordinary shareholders. As there was no preference

dividend, minority interest to extra ordinary items, the net profit for the year has been considered as fully

attributable to the ordinary shareholders.

Basic Earnings Per Share

This has been calculated by dividing the basic earnings by the weighted average number of ordinary shares

outstanding during the year.

Diluted Earnings Per Share

No diluted EPS is required to be calculated for the year as there was no scope for dilution during the year

under review.

12.00 Assets of the Company:

As all assets of the company shown in the financial statement within the scope of BAS-36 are in physical

existence and valued no more than their recoverable amount following International Accounting Standards

adopted in Bangladesh, disclosures with regard to "Impairment of Assets" as per BAS-36 have not been

considered necessary.

13.00 Employee Benefit Obligations:

The Company operates a contributory provident fund for its permanent employees. Provident fund is

administrated by a Board of Trustees and is funded by contributions partly from the employees and partly

from the Company at pre-determined rates. These contributions are invested separately from the

Company's assets.

14.00 Reporting Period:

Financial statements of the company cover one calendar year from 01 January 2011 to 31 December

2011.

15.00 Acknowledgement of Claims:

There was no claim against the company not acknowledged as debt as on 31 December 2011.

16.00 Transactions with Related Parties/Associated Undertaking:

The company carried a number of transactions with related parties in the normal course of business and

on term length basis. The nature of transactions and their total value has been disclosed in Note - 22.01,25

& 26.

17.00 Reporting Currency and level of Precision:

The figures in the financial statements represent Bangladesh currency (Taka), which have been rounded

off to the nearest Taka.

18.00 Comparative Information:

Relevant comparative information has been presented in the financial statement. Previous years figures

have been re-arranged wherever necessary to conform to current years Presentation.

ANNUAL REPORT 2011

19.00 ADDITIONAL INFORMATION:

19.01 Responsibility for preparation and presentation for Financial Statements:

The board of directors is responsible for the preparation and presentation of Financial Statements under

Section 183 of the Companies Act, 1994 and as per the provision of "the framework for the preparation

and presentation of financial statements" issued by the International Accounting Standards Committee

(IASC).

19.02 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 report, amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and revenue and

expenses during the period reported. Actual results could differ from those estimates. Estimates are used

for accounting of certain terms such as long term contracts, provision for doubtful accounts, depreciation

and amortization, employees, benefit plans, taxes reserves and contingencies.

19.03 Operating Revenue:

The operating revenue has been shown net of VAT.

19.04 Commission:

No commission has been paid to sales agents during the year under audit, as there was no such agent.

19.05 Brokerage or Discount:

The company did not pay any brokerage or discount other than the conventional trade discount against

sales.

19.06 Donation & Subscription:

The amount of donation and subscription does not exceeding Tk. 50,000 to any charities.

19.07 Miscellaneous Expenses:

Miscellaneous Expenses does not include any item exceeding 1% of total revenue.

19.08 Audit Fees:

As per decision taken in the 16th Annual General Meeting of the company held on 28st June, 2011 the

auditors' remuneration of Tk. 40,000 has been provided in the accounts which is the only sum to be paid to

auditors' as remuneration.

19.09 Board Meeting & Members:

There were 12 members in the Board of Directors of the Company and 5 Board Meeting were held in the

year under review.

19.10 Credit Facility Availed of

Bank Loan Facilities available to the company under the contract with Mercantile Bank, Mogh Bazar Br. which is shown note no. 30 and trade creditors also available in the ordinary course of Business as on 31st December, 2011.

of 55

ANNUAL REPORT 2011

20.00 Ratio and liquidity: 20.01 Gross Profit

The gross profit earned during the period is 47.85% of operating revenue as against the gross profit earning at 49.62% during the preceding period.

20.02 Liquidity:

Taka 31-12-2011

Taka 31-12-2010

Liquid assets 102,097,778 90,982,836

Current liabilities and provisions 48,949,117 31,700,166

Net liquid assets 53,148,661 59,282,670

Net current assets 53,148,661 59,282,670

20.03 Current Ratio:

Taka 31-12-2011

Taka 31-12-2010

Current assets 102,097,778 90,982,836

Current liabilities and provisions 48,949,117 31,700,166

Ratio 2.09:1.00 2.87:1.00

Standard ratio 2.00:1.00 2.00:1.00

20.04 Operating Ratio:

Taka 31-12-2011

Taka 31-12-2010

Operating revenue 52,067,897 48,905,544

Operating expenses 27,154,216 24,637,179

Add: Other expenses 35,904,318 36,177,161

63,058,534 60,814,340

Ratio 100.00:121.11 100.00:124.35

20.05 Return on Equity Ratio:

Return On Equity (ROE)=

Net Profit Before Tax X 100

Shareholders Equity

=

5,643,187 X 100

160,162,196

= 3.52%

20.06 Others:

Taka 31-12-2011

Taka 31-12-2010

Net Operating cash Flow per share 0.61 0.55

Net Assets Value (NAV) per share 16.17 17.71

of 55

ANNUAL REPORT 2011

21.00 Fixed assets: Tk. 102,695,812

The above amount is made up as follows

Taka 31-12-2011

Taka 31-12-2010

Opening Balance at Cost 176,181,905 111,087,507

Add: Re-valuation surplus as on 01-01-2011 - 52,826,203

Add : Addition during the year 19,694,492 13,148,195

Less : Adjustment during the year 340,000 880,000

Closing Balance at cost

195,536,397 176,181,905

Less: Accumulated depreciation up to 31-12-2011 92,840,585 78,685,997

Written down value as on 31-03-2011 102,695,812 97,495,908

Details have been shown in "Annexure-A-1 and Annexure A-2"

22.00 Investment (at cost): Tk. 2,265,726

The above amount is made up as follows:

Sl. No.

Particulars

Taka- 31 Dec 2011 Taka

31 Dec- 2010 No. of Share

Acquisition Price

Market Price

1 GoldenKey ISN Pvt. Ltd.

(Note-22.01) 1,020 102,000 102,000 102,000

2 One Bank Ltd. 463 35,100 35,100 35,100

3 Keya Cosmetics 1,500 108,281 108,280 108,280

4 Keya Detergent 1,500 74,246 74,246 74,246

5 Grameen Phone Ltd. 400 28,000 28,000 128,300

6 Asia Insurance Ltd. - - - 56,533

7 BD Finance 3,600 465,516 226,424 346,931

8 Beximco Pharma - - - 15,427

9 Continental Insurance Ltd. 780 57,338 34,398 57,336

10 Eastern Cables - - - 30,155

11 Federal Insurance - - - 53,466

12 Fu Wang Food - - - 122,514

Page total: 9,263 870,481 608,448 1,130,288

of 55

ANNUAL REPORT 2011

Sl. No.

Particulars Taka- 31 Dec 2011

Taka 31 Dec. 2010 No. of

Share Acquisition

Price Market Price

Previous page balance: 9,263 870,481 608,448 1,130,288

13 Grameen Mutual Fund - - - 193,060

14 Lafarge Surma Cement Ltd. 3,500 64,085 93,800 78,491

15 Maksons Spinning Mills Ltd. - - - 43,920

16 Meghna Cement 1,700 536,316 208,590 527,423

17 Phoenix Finance 1,000 157,430 70,700 242,205

18 Premier leasing & Finance Ltd. 2,000 78,700 69,200 121,605

19 Reckitt Benckiser (BD.) Ltd. - - - 61,796

20 RN Spinning Mills Ltd. - - - 260,040

21 Summit Power Ltd. 900 100,134 53,280 85,224

22 Aftab Autos 600 153,180 84,420 -

23 City Bank 500 29,875 26,850 -

24 Pubali Bank 1,000 52,740 59,900 -

25 UCBL 700 42,231 30,870 -

26 Uttara Bank 2,200 180,554 172,024 -

Total: 2,265,726 1,478,082 2,744,052

22.01 Shares Of Golden Key ISN Private Ltd.: Tk. 102,000

The above balance represents investment in 1,020 fully paid ordinary shares of Tk. 100 each in Golden Key ISN Private Ltd. (GKISN Pvt. Ltd.). Golden Key ISN Ltd. was incorporated on 28-12-1999 as a private company limited by shares to provide total computerized solution for large entities and corporate bodies particularly in the banking sector. The total paid up capital of that company is Tk. 200,000 consisting of 2,000 ordinary shares of Tk. 100 each. The ISN Ltd. has made the investment in shares of GKISN Pvt. Ltd. at the time of incorporation of the said company. The ISN Ltd. therefore holds 51% of the shares of GKISN Pvt. Ltd. which has become a subsidiary to Information Service Network Limited.

23.00 Deferred expenditure : Tk. 2,178,609

The above amount is made up as follows

Taka 31-12-2011

Taka 31-12-2010

IPTSP (Note 23.01) 1,747,359 -

Share Issue Expenditure 431,250 -

Total: 2,178,609 -

of 55

ANNUAL REPORT 2011 23.01

Deferred expenditure for Internet Protocol Telephony Service Provider (IPTSP) : Tk. 1,747,359

Details of the above the amount have been shown as under:

Particulars

Taka

31-Dec-11 Salary 1,107,780 Entertainment 575 Office expenses 11,596 Provident fund 67,440 Festival bonus 107,849 Office rent 121,275 Electricity bill 24,305 WASA bill 14,000 Surcharge for CC TV 3,267 Conveyance 14,939 Printing 12,985 Advertisement 9,408 Overtime 1,330 Subsidy bill 450 Depreciation 250,160

Total: 1,747,359

Details of the above the amount have been shown as under :

31-Dec-11 31-Dec-10

Below six months

Over six month

Below six months

Over six month

P.C. World Advertisement 986,040 793,308 690,708 623,900

Internet Bill (DSL) 5,320,780 8,664,880 3,423,350 6,239,100

Internet Bill (D/U) 1,974,400 12,869,912 1,076,392 11,111,400

Software Sales 3,570,420 19,451,208 3,345,100 19,241,838

Networking & IT Solutions 3,320,250 11,891,419 2,796,500 8,607,229

IP Phone Bill 239,523 - - -

Fax Bill - 107,470 - 107,470

Web Hosting & Development 2,940,350 5,822,881 2,425,600 3,989,334

VAT from party 1,130,205 3,231,496 674,961 2,602,575

Total: 19,481,968 62,832,574 14,432,611 52,522,846

24.00 Accounts receivable: Tk. 82,314,542

This is arrived at as under : Taka 31-03-2011

Taka 31-12-2010

Balance as on 01-01-2011 66,955,457 50,903,474

Add: Addition during the period 23,459,739 23,268,288

90,415,196 74,171,762

Less : Received during the period 8,100,654 7,216,305

Balance as on 31-12-2011 82,314,542 66,955,457

of 55

ANNUAL REPORT 2011

25.00 Accrued interest: Tk. 809,544

This is as per last account. No interest is charged during the period. This interest amount is receivable from GKISN Pvt. Ltd, a sister concern of the company.

26.00 Advances, deposits and prepayments: Tk. 17,395,940

This is made up as follows :

Taka 31-12-2011

Taka 31-12-2010

Loan to GKISN ( Note 26.01) 1,635,343 1,635,343

Other Advance and Prepayments (Note 26.02) 15,760,597 16,305,791

17,395,940 17,941,134

Related party disclosure

An amount of Tk. 1,635,343 loan given to its subsidiary Golden Key ISN Private Limited during the periods between 2000 to 2002.

26.01 Loan A/C (Gkisn): Tk. 1,635,343

Taka 31-12-2011

Taka 31-12-2010

Opening Balance 1,635,343 1,635,343

Add : Additional during the period - -

Closing Balance 1,635,343 1,635,343

26.02 Other advances and Prepayments: Tk. 15,760,597

This is made up as follows

Taka 31-12-2011

Taka 31-12-2010

Balance as on 01-01-2011 16,305,791 10,018,666

Add : Addition during the period 2,175,998 8,152,175

18,481,789 18,170,841

Less : Recovered during the period 2,721,192 1,865,050

Balance as on 31-12-2011 15,760,597 16,305,791

of 55

ANNUAL REPORT 2011 The break-up of the amount of Tk. 15,760,597 is as follows:

Sl. No.

Particulars Name of the Party Amount Tk.

1. Security deposit (Tel.) BTCL 336,000

2. Earnest money Rajshahi University 770

PATC ,Saver 8,588

EPZA ,Dhaka 4,720

Police HQ 60,001

Police HQ 29,370

RAB 60,000

Bangladesh Bank 160,000

Tracer ISN JV 49,700

Micro Regulatory Authority

23,600

IDR project 8,000

Islami Bank 195,505 600,254

3. Security deposit DESCO 5,000

4. Security deposit (Bandwith) Tracer Electro 1,398,125

Mango Telecom 540,000

Sumit Communication 400,000

BTCL 524,000 2,862,125

5. Office rent advance Seba House 180,547

TMC 62,360

Hasan Holding 34,650 277,557

6. Security deposit (Office rent) Ms. Dilara Begum 35,000

Ms. Farida Begum, Uttara 40,000

Anwar Group 83,333

HRC Properties 16,000 174,333

7. Security deposit CDBL 200,000

8. Balance with BO a/c: SES Company 17,473

HM Securities 200,000 217,473

9. Fax Security to Moondial Moondial Internet Service 441,657

10. Advance for equipment and others 1,684,888

11. Advance income tax Bangladesh Bank 6,161,310

12. Advance for printing (PCW) Holiday Printers Ltd. 300,000

13. Advance for software B & B Enterprise 2,500,000

Total: 15,760,597

(i) Security deposit and earnest money are made with various authorities for rent, utility services.

(ii) No amount was due by the Director (Including Managing Director), Managing agent, Managers and other officers of the company and any of them severally or jointly with any other person.

(iii) These amounts are unsecured but all are considered good.

of 55

ANNUAL REPORT 2011 27.00 Cash and cash equivalents: Tk. 1,577,752

Taka 31-12-2011

Taka 31-12-2010

Cash in hand 770,856 883,281

AB Bank New Elephant branch 894,223 777,514

NCC Bank Moghbazar branch 216,316 629,873

Eastern Bank Ltd. Sonargaon Rd. branch (109,381) 614,394

Mercantile Bank, Gulshan branch 33,122 656,853

Mercantile Bank, Moghbazar branch (227,384) 1,714,786

Total: 1,577,752 5,276,701

28.00 Accrued expenses: Tk. 6,387,013

This is made up as under:

Taka 31-12-2011

Taka 31-12-2010

Balance as on 01-01-2011 3,100,810 2,529,278

Add: Addition during the period 6,230,928 3,089,810

9,331,738 5,619,088

Less : Paid/adjustment during the period 2,944,725 2,518,278

Balance as on 31-12-2011 6,387,013 3,100,810

Detailed break-up is as follows:

Taka 31-12-2011

Taka 31-12-2010

Salary and remuneration 2,014,138 1,373,435 Telephone bill 33,006 20,306 Overtime 100 17,702 Legal fees 11,000 11,000 Electricity 76,747 51,323 Postage - 10,308 POP rent - 26,000 Mobile phone 11,403 41,139 Bandwidth charge 3,517,342 1,111,553 Office rent 119,602 56,079 Employer P.F. contribution 440,955 68,642 Audit fees 40,000 35,000 Maintenance (Office) 5,813 33,392 Water supply 44,860 23,550 Printing (PCW) 13,099 221,381 House Rent 7,500 - Consultancy Fees 3,000 - Share Issue Expenditure 11,250 - Calling Carrying Charge (IPTSP) 1,977 Advertisement 35,221 -

Total Tk. 6,387,013 3,100,810

(i) Most of the outstanding liabilities have subsequently been paid.

(ii) There are no outstanding liabilities due for more than twelve months except legal fees.

of 55

ANNUAL REPORT 2011

29.00 Liabilities for other finance: Tk. 5,183,024


Taka 31-12-2011

Taka 31-12-2010

Security money (Internet) 372,476 372,476

Security money (Fax) 448,847 448,847

VAT 4,361,701 3,277,536

5,183,024 4,098,859

Security money has been taken from the subscriber against Internet and Fax connection.

30.00 Bank loan: Tk. 31,370,196


Taka 31-12-2011

Taka 31-12-2010

Bank Loan (MBL)* 16,970,196 18,614,264

SOD Loan for Flat 8,500,000 -

Loan from Managing Director

3,900,000

-

HRC Shipping 2,000,000 -

31,370,196 18,614,264

*The above Bank Loan taken from Mercantile Bank Ltd., Mogh Bazar Br. Dhaka as Term Loan, bearing interest rate @ 15.50% p.a. loan sanction date 05-07-2010 Ref: MBL/Mogh/CR/2010/1239

31.00 Provision for income tax: Tk. 6,008,884

Current period provision for income tax has been made at the existing rate of 27.50% in respect of taxable income. This is made up as follows :

Taka 31-12-2011

Taka 31-12-2010

Opening balance as on 01-01-2011 5,886,233 5,095,000

Add : Provision made for the period under audit 122,651 791,233

Total 6,008,884 5,886,233

Computation of provision for income tax has been made as under:

Particulars

Internet & Others

Software Total

Operational revenue 40,798,319 11,269,578 52,067,897

Other income 16,633,824 - 16,633,824

Total revenue 57,432,143 11,269,578 68,701,721

Total revenue expenses 56,986,138 5,998,122 62,984,260

Profit before tax 446,005 5,271,456 5,717,461

Provision for tax 122,651 (Tax Exempted) 122,651

of 55

ANNUAL REPORT 2011

Total revenue expenses of Software business has been allocated on income basis which are :

16.40% of total income i.e

Software Revenue X100, or

11,269,578 X100

Total Revenue 68,701,721

32.00 Deferred tax liabilities: Tk. 126,611

The company has made deferred tax liabilities to the extent of Tk. 126,611 as on 31st December 2011 as per BAS-12, "Income Taxes".

Particulars

Amount in Taka

A. Fixed Assets

Carrying amount of Fixed Assets as per Accounts 59,906,587

Less: Tax base-Carrying amount of Fixed Assets 59,446,182

Taxable temporary difference 460,405

Tax Rate 27.50%

B. Deferred Tax Liabilities as on 31st December, 2011 126,611

C. Deferred Tax Liabilities recognised as on 31st December, 2010 91,111

D. Deferred Tax Expenses/(Income) to be recognised (B-C) 35,500

33.00 Shareholders equity: Tk. 160,162,197

33.01 Authorized capital: Tk. 500,000,000

The Company has an authorized capital Tk. 500,000,000 divided into 50,000,000 Ordinary Shares of Tk. 10 each.

34.00 Share capital: Tk.99,047,650

34.01 Issued, subscribed and paid-up capital: Tk. 99,047,650

This is as follows:

Paid up Capital balance as on 01-01-2011 Tk. 90,043,332

Addition during the period Tk. 9,004,318

Paid up capital balance as on 31-03-2011 Tk. 99,047,650

34.02 The Percentage of shareholding by different categories of shareholders is as follows:

No. of Holders

Holding Total

Holding % 1,726 Less than 500 shares 2.91

2,299 500 to 5,000 shares 34.82

136 5,001 to 10,000 shares 9.90

67 10,001 to 20,000 shares 8.91

15 20,001 to 30,000 shares 3.85

15 30,002 to 40,000 shares 5.33

12 40,001 to 50,000 shares 6.70

09 50,001 to 100,000 shares 6.37

08 100,001 to 1,000,000 shares 21.21

4,287 Total 100

of 55

ANNUAL REPORT 2011

34.03 Composition of shareholders:

Sl No.

Particulars No. of Shares

Value of Shares %

2011 2010

1. Directors/Sponsors 1,914,873 19,148,730 19.33 19.54

2. Institution 1,595,617 15,956,170 16.11 20.20

3. General Public 6,394,275 63,942,750 64.56 60.26

Total: 9,904,765 99,047,650 100.00 100.00

35.00 Operating revenue: Tk. 52,067,897

This is made up as following

FY 2011 Taka FY 2010 Unit-1(ISP) Unit-2(IPTSP) Total Taka

Internet bill (D/U) 8,165,108 - 8,165,108 8,148,914

Internet bill (DSL/UUCP A/C) 29,412,819 - 29,412,819 27,165,223

IP Phone Bill - 285,235 285,235 -

37,577,927 285,235 37,863,162 35,314,137

Less : VAT 4,901,469 37,205 4,938,674 4,606,192

Net sales after VAT 32,676,458 248,030 32,924,488 30,707,945

Sales of software (Note-35.01) 11,269,578 - 11,269,578 12,176,377

Networking and IT solutions 7,873,831 - 7,873,831 6,021,222

Total 51,819,867 248,030 52,067,897 48,905,544

35.01 Software sales: Tk. 11,269,578

During the period under audit total revenue collected from software development are Tk. 11,269,578 against of this revenue, an amount of Tk. 5,998,122 has been expensed during the period proportionate to revenue earning.

The details of expenses against the software sales are as follows :

Head of Accounts

FY 2011

Amount Taka

Amount Taka

Directors' Remuneration 344,400 Advertisement 59,680 AGM Expenses 34,672 Appeal Fees 33 Audit Fees 7,421 Business Development 21,057 Bandwidth charge against usage 270,270 Bank Charge 9,496 Books & Paper 1,755 Conveyance 24,711 CDBL Charge 9,266 Consultancy Fees 14,031

Page total: 796,792

of 55

ANNUAL REPORT 2011

Head of Accounts

FY 2011

Amount Taka

Amount Taka

Previous page balance: 796,792

Depreciation 520,123

Data Connectivity 14,742

Electricity 202,241

Entertainment 21,630

Miscellaneous Expenses 12,300

Fuel & Lubricant 69,093

House Rent 104,140

Insurance 33,695

ISP License Fees 17,220

Listing Fees 20,504

Maintenance (Office, Telephone, Vehicle, etc.) 139,159

Membership Fees 30,504

Municipal Taxes 6,882

Office Rent 240,606

Overtime 11,943

Postage 4,568

Printing (General) 4,667

Salary of Admin. Share & Marketing Dept. 1,143,067

Stationery 15,405

Submarine Cable Connection 9,840

TA and DSA 30,288

Telephone (T&T) 7,052

Telephone (Mobile) 75,733

Water Supply 27,112

Light Heat & Power 959

Sub Total (A) 3,560,265

Add. : Own expenses of Software Development Section:

Salary 2,252,722

Festival Bonus 60,008

P. F. Contribution 125,127

Sub Total (B) 2,437,857

Grand Total (Sub total A+B) 5,998,122

36.00 Operating expenses: TK. 27,154,216

This consists of as follows :

FY 2011 Taka FY 2010 Unit-1(ISP) Unit-2(IPTSP) Total Taka

Bandwidth charge 14,831,887 - 14,831,887 14,627,296 Telephone line rental 182,160 - 182,160 218,592 Salary & Allowance 5,807,321 170,850 5,978,171 3,700,263 Depreciation 5,795,477 364,544 6,160,021 6,091,028 Call Carrying Charge - 1,977 1,977 -

Total: 26,616,845 537,371 27,154,216 24,637,179

of 55

ANNUAL REPORT 2011

37.00 Other income: TK.16,633,824

This consists of as follows :

Taka FY 2011

Taka FY 2010

Connectivity 1,608,588 1,421,955 P.C world sales & subscription 154,568 322,691 P.C world advertisement 3,663,063 4,167,389 Web hosting & development 6,773,680 5,928,620 Re-installation and servicing 1,163,860 1,356,760 Modem Sales 52,000 - E-mail forwarding 4,800 - DV-2010 Form Sales - 4,875,800 Dividend 8,816 6,600 Domain registration 442,550 256,820 Configuration 24,250 - Miscellaneous 41,660 31,210 Gain from vehicle sales 221,003 360,208 Antivirus CD sales 2,586,409 2,332,355 POP rent - 248,727 Gain/(Loss) from Share Sale (532,076) 296,425 SMS service 420,653 622,425

Total: 16,633,824 22,227,985

38.00 Administrative expenses: Tk. 32,317,278

The break-up of the above amount is as under :

Head of Accounts

FY 2011 Taka

FY 2010 Unit-1(ISP)

Unit-2(IPTSP)

Total Taka

Director's Remuneration 2,100,000 - 2,100,000 2,100,000 Salary and Remuneration 10,057,255 56,665 10,113,920 10,533,922 Advertisement 363,904 - 363,904 185,981 Appeal Fees 200 - 200 400 AGM Expenses 211,420 - 211,420 190,000 Bandwidth charges against usage 1,647,987 - 1,647,987 2,581,288 Bank charge 57,905 - 57,905 46,557 Books and paper 10,702 - 10,702 11,225 CDBL charge 56,500 - 56,500 56,150 Commission (P.C.W) 305,994 - 305,994 310,129 Consultant fee 85,556 - 85,556 539,506 Conveyance 150,675 - 150,675 174,714 Customs and clearing - - - 625 Depreciation 3,171,479 49,573 3,221,052 2,240,429 Domain registration 2,300 - 2,300 53,074 Data Connectivity 89,891 - 89,891 - Electricity 1,233,176 - 1,233,176 1,049,186 Contribution to employees PF 925,853 - 925,853 785,137 Entertainment 131,893 - 131,893 83,684

Page total: 20,602,690 106,238 20,708,928 20,942,007

of 55

ANNUAL REPORT 2011

Head of Accounts FY 2011 Taka

FY 2010 Unit-1(ISP) Unit-2(IPTSP) Total Taka

Previous Page Balance: 20,602,690 106,238

20,708,928 20,942,007 Fuel & lubricant 421,296 - 421,296 241,624 ISP license fees 105,000 - 105,000 105,000 Modem purchase (Zoom Service) 39,800 - 39,800 - Donation / Subscription 15,000 - 15,000 - Festival Bonus 779,402 - 779,402 751,231 Hall Rent 14,400 - 14,400 - Miscellaneous Expenses 75,000 - 75,000 - Installation Charge 20,000 - 20,000 - Legal Fees 285,000 - 285,000 - Light, heat and power 5,850 - 5,850 5,850 Listing fees 125,022 - 125,022 120,928 Loan Processing Expenses - - - 42,000 Maintenance (Office, Telephone, Vehicle, etc.) 848,529 - 848,529 543,590 Membership fees 186,000 - 186,000 223,350 Municipal taxes 41,964 - 41,964 30,926 Networking 1,173,695 - 1,173,695 1,351,629 Office rent 1,467,107 - 1,467,107 1,236,988 Overtime 72,821 - 72,821 78,616 Professional Fees - - - 25,000 Postage 27,854 - 27,854 40,571 Printing (General) 28,457 - 28,457 259,563 Printing ( P.C.W) 1,409,810 - 1,409,810 2,488,559 Retail Sales Refund 2,520 - 2,520 - Registration & renewal 26,940 - 26,940 - Subscription Refund 990 - 990 - Station charge (BTRC) - - - 20,100 Stationery 91,931 - 91,931 72,007 Submarine cable connection 60,000 - 60,000 50,000 TA & DA 184,685 - 184,685 327,239 Telephone (Mobile) 461,786 - 461,786 490,940 Telephone (T & T) 43,003 - 43,003 57,556 House rent 635,000 - 635,000 540,000 Audit fees 45,250 - 45,250 36,575 Water supply` 165,316 - 165,316 218,096 Business development 128,400 - 128,400 - Insurance 205,455 - 205,455 210,658 IP Telephone License Fee - - - 300,000 POP rent 199,025 - 199,025 204,000 Antivirus CD purchase 1,297,698 - 1,297,698 3,726,773 Training fees 16,260 - 16,260 4,000 PCW Royalty 45,300 - 45,300 106,500 SMS service 376,784 - 376,784 87,196 Internet Bill Refund 480,000 - 480,000 123,981 Apnic Membership fees - - - 204,238

Total: 32,211,040 106,238 32,317,278 35,267,291

of 55

ANNUAL REPORT 2011

39.00 Earnings Per Share (EPS) Basic:

The computation of EPS is given below

Basic EPS=

Earnings Attributable to the ordinary shareholders

Weighted avarage number of ordinary shares outstanding during the year

Taka FY 2011

Taka FY 2010

5,485,036 9,500,856

9,904,765 9,004,332

0.55 1.05

40.00 Tax assessment status:

Accounting Year

Assessment year

Provision for Income Tax

Liabilities as per

Assessment Order

Advance Income Tax

Paid

2004 2005-2006 863,365.00 ----- 1,003,897

2005 2006-2007 - ----- 237,793

2006 2007-2008 970,778.00 not yet due 1,280,723

2007 2008-2009 897,013.00 not yet due 898,702

2008 2009-2010 952,562.00 not yet due 994,515

2009 2010-2011 896,696.00 not yet due 897,000

2010 2011-2012 791,233.00 not yet due NIL

2011 2012-2013 122,651.00 not yet due NIL

The tax assessment and tax liabilities have been finalized/paid up to the assessment period 2002-2003.

Transactions relating to Income Tax have been disclosed in conventional manner following previous practice on consistent basis.

of 55

NNUAL REPORT 2011

41.00 Some information with regard to income and expenditure in foreign currency etc.

Taka FY 2011

Taka FY 2010

(a) Value of import on C & F basis (i) Raw materials Nil Nil (ii) Packing materials Nil Nil (iii) Component and spare parts Nil Nil (iv) Capital goods Nil Nil

(b) Expenditure in Foreign Currency for royalty, Technical fee, professional advisory fee, interest and others.

(c) Value of imported raw materials, packing materials, stores & spares consumed with percentage.

Nil Nil

(d) The amount remitted during the period in foreign currencies on account of dividends with a specific mention of the number of non-resident shareholders,

Nil Nil

(e) Earnings in foreign exchange classified under the following heads, namely :

Nil Nil (i) Export of goods calculated on F.O.B. basis Nil Nil (ii) Royalty, know-how, professional and consultation fees. Nil Nil (iii) Interest and dividend; Nil Nil

(iv) Other income: Software manual sales received from.M/S Rettenwender & de Rooy Limited, Munich, Germany.

Nil Nil

42.00 Information with regard to subsidiary company Golden Key ISN Private Ltd.

I. Information Services Network Limited is the holder of 51% shares of Golden Key ISN Private Ltd.

II.

The accumulated net loss up to 31.12.2011 of the aforesaid company stood at Tk. 3,440,589. III. As per 37th Board Meeting resolution no interest has been charged on loan of Golden Key ISN

Private Ltd. for the period under audit. IV. The shares held by Information Services Network Limited in Golden Key ISN Private Ltd. have

been shown under the head "Investment". 43.00 Subsequent Event: a) The board of director has recommended @ 5% stock dividend and @ 5% cash dividend for the

year ended on 31 December 2011 subject to the approval of the shareholders in the Annual General Meeting

b) There is no other significant event that has occurred between the Statement of Financial

Position date and the date when the financial statement were authorized for issue by the Board of Directors.

(Habibul Alam) Bir Pratik (Dr. Kaisar Ali Talukder) (Md. Nuruzzaman)

Managing Director Director Company Secretary

of 55

ANNUAL REPORT 2011


52 New Eskaton Road, Dhaka-1000. FIXED ASSET SCHEDULE

AS ON 31 DECEMBER 2011

Unit-1 Annexure-1

Particulars

Cost

Rate of

Dep.

Depreciation

Written down

value as on

31-12-11

Balance as on

01-01-11

Addition during

the year

Adjustment

during the year

Balance as on

31-12-11

Balance as on

01-01-11

Charged during

the year

Adjustment

during the

year

Balance as on

31-12-11

Internet equipment

74,815,841 4,118,303 - 78,934,144 15% 47,987,762 5,795,477 - 53,783,239 25,150,905

Office equipment

25,239,027 978,740 - 26,217,767 15% 12,483,238 903,402 - 13,386,640 12,831,127

Telephone installation and intercom

5,151,167 650 - 5,151,817 10% 3,827,007 138,427 - 3,965,434 1,186,383

Vehicles 4,904,862 1,580,130 340,000 6,144,992 15% 2,104,397 640,740 231,003 2,514,134 3,630,858

Furniture and fixture

2,341,036 88,156 - 2,429,192 10% 1,271,121 117,313 - 1,388,434 1,040,758

Building flat 62,565,413 8,500,000 - 71,065,413 10% 10,500,989 6,056,442 - 16,557,431 54,507,982

Sundry assets

1,164,559 - - 1,164,559 15% 511,483 69,513 - 580,996 583,563

Total: 176,181,905 15,265,979 340,000 191,107,884 78,685,997 13,721,314 231,003 92,176,308 98,931,576

Note: # The basis of charging depreciation has been stated in note - 5.

# Allocation of depreciation:

Particulars

Charge to Statement of

Comprehensive Income

Charge to Equity

Taka

Cost of service 5,795,477 - 5,795,477

Administrative Expense 3,171,479 - 3,171,479

Capital Reserve - 4,754,358 4,754,358

Total 8,966,956 4,754,358 13,721,314

of 55

ANNUAL REPORT 2011


FIXED ASSET SCHEDULE OF PROJECT- IPTSP AS ON 31 DECEMBER 2011

Unit-2

Annexure-2

Particulars

Cost

Rate of

Dep.

Depreciation Written down

value as on

31-12-11

Opening balance as on

01-01-11

Addition during

the year

Closing balance

as on 31-12-11

Opening balance as on

01-01-11

Charges for the period

Closing balance

as on 31-12-11

Switch (Cisco) - 54,000 54,000 15% - 8,100 8,100 45,900

Online UPS - 412,000 412,000 15% - 61,800 61,800 350,200

Server - 1,643,527 1,643,527 15% - 246,529 246,529 1,396,998

Computer - 243,950 243,950 15% - 36,592 36,592 207,358

VOIP Switch - 454,738 454,738 15% - 68,211 68,211 386,527

Media converter - 9,000 9,000 15% - 1,350 1,350 7,650

Linksys (ATA) - 388,741 388,741 15% - 58,311 58,311 330,430

Digium - 588,436 588,436 15% - 88,265 88,265 500,171

Musk and hub - 580,511 580,511 15% - 87,077 87,077 493,434

Modem - 5,000 5,000 15% - 750 750 4,250

Video IP phone - 43,600 43,600 15% - 6,540 6,540 37,060

Scanner - 3,500 3,500 15% - 525 525 2,975

Office equipment

- 1,510 1,510 15% - 227 227 1,283

Total - 4,428,513 4,428,513 - 664,277 664,277 3,764,236

Note: # The basis of charging depreciation has been stated in note - 5.

# Allocation of depreciation:

Particulars

Charge to Statement of

Comprehensive Income

Deferred Expenditure

Taka

Cost of service 364,544 - 364,544

Administrative Expense 49,573 - 49,573

Capital Reserve - 250,160 250,160

Total 414,117 250,160 664,277

of 55

ANNUAL REPORT 2011

AUDITORS’ REPORT TO THE SHAREHOLDERS

OF

GOLDEN KEY ISN PRIVATE LIMITED

We have audited the accompanying financial statements of GOLDEN KEY ISN PRIVATE LIMITED, which comprise the

Statement of Financial Position as at 31 December 2011, and the Statement of Comprehensive Income for the year ended 31 December 2011, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of GOLDEN KEY ISN PRIVATE LIMITED as at 31 December 2011, and its financial performance and its cash flows for the year ended in

accordance with Bangladesh Financial Reporting Standards.

We also report that: 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;

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; The Company’s Statement of Financial Position and Statement of Comprehensive Income dealt with by the report are in agreement with the books of accounts; The expenditure incurred was for the purpose of the Company’s business.

DATED: 07 MAY 2012

of 55

ANNUAL REPORT 2011

GOLDEN KEY ISN PRIVATE LIMITED 52 New Eskaton Road, Dhaka-1000.

STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011


31 Dec 2011 31 Dec 2010

SOURCES OF FUNDS:

Shareholders fund:

Authorized capital

500,000 Ordinary Shares of Tk. 100.00 each 50,000,000 50,000,000

Issued, subscribed and paid up capital

2,000 Ordinary Shares @100.00 each fully paid up in cash. 200,000 200,000

Unsecured Loan 2,648,029 2,648,029

2,848,029 2,848,029

APPLICATION OF FUNDS:

Fixed assets (W.D.V) 120,882 142,214

Current assets

Security Deposits with T & T Board 10,000 10,000

Cash and Bank Balance 93,102 99,252

103,102 109,252

Less : Current liabilities

Accounts Payable 816,544 816,544

Net current asset/liabilities (713,442) (707,292)

STATEMENT OF COMPREHENSIVE INCOME 3,440,589 3,413,107

2,848,029 2,848,029





Managing Director AUDITORS’ REPORT TO THE SHAREHOLDERS: This is the statement of comprehensive income referred to in our annexed report. 21 Purana Paltan Line, (4th & 7th Floor) Dhaka-1000. Dated: 07 May 2012

of 55

ANNUAL REPORT 2011

GOLDEN KEY ISN PRIVATE LIMITED 52 New Eskaton Road, Dhaka-1000.

STATEMENT OF COMPREHENSIVE INCOME AS AT 31 DECEMBER 2011


FY 2011 FY 2010

Turnover - -

Less :

Administrative expenses 6,150 6,150

Depreciation on Fixed Assets 21,332 25,097

27,482 31,247

Net Loss for the Period

(27,482) (31,247) Add: Balance brought forward from previous period

(3,413,107)

(3,381,860)

Accumulated Loss transferred to Statement of Financial Position Tk.

(3,440,589)

(3,413,107)





Managing Director AUDITORS’ REPORT TO THE SHAREHOLDERS : This is the statement of comprehensive income referred to in our annexed report. 21 Purana Paltan Line, (4th & 7th Floor) Dhaka-1000. Dated: 07 May 2012

of 55

ANNUAL REPORT 2011


STATEMENT OF CONSOLIDATED FINANCIAL POSITION AS AT 31 DECEMBER 2011


31 Dec 2011 31 Dec 2010

NET ASSETS:

A. Non-Current Assets 107,159,029 100,280,174

Tangible Fixed Assets, Net of accumulated depreciation 102,816,694 97,638,122

Investment (at cost) 2,163,726 2,642,052

Deferred Expenditure 2,178,609 -

B. Current Assets 99,755,993 88,647,201

Accounts receivable 82,314,542 66,955,457

Advances, deposits and prepayments 15,770,597 16,315,791

Cash and cash equivalents 1,670,854 5,375,953

C. Current Liabilities and Provisions 50,095,414 32,810,963

Unsecured Loan 1,012,686 1,012,686

Accrued expenses 6,394,013 3,107,810

Liabilities for other finance 5,183,024 4,098,859

Bank Loan 31,370,196 18,614,264

Provision for income tax 6,008,884 5,886,233

Deferred Tax Liabilities 126,611 91,111

D. Net Current Assets ( B - C) 49,660,579 55,836,238

E. Net Assets (A + D) 156,819,608 156,116,412

FINANCED BY:

F. Shareholders’ Equity 158,407,497 157,690,834

Share capital 99,047,650 90,043,332

Retained earnings -As per Statement of Comprehencive Income 12,570,622 16,103,919

General Reserve 2,000,000 2,000,000

Dividend Equalization Fund 1,000,000 1,000,000

Inflation and Currency Fluctuation Fund 1,000,000 1,000,000

Capital Reserve 42,789,225 47,543,583

G. Minority Interest (1,587,889) (1,574,422)

156,819,608 156,116,412

The accounting policies from an integral part of the Financial Statements. The financial statements were authorized for issue by the Board of Directors on the 07 May 2012 and





AUDITORS’ REPORT TO THE SHAREHOLDERS :

This is the statement of comprehensive income referred to in our annexed report. 21 Purana Paltan Line, (4th & 7th Floor) Dhaka-1000. Dated: 07 May 2012

of 55

ANNUAL REPORT 2011


STATEMENT OF COSOLIDATED COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER,2011

PARTICULARS I.S.N. G.K.I.S.N. FY 2011

Operating Revenue 52,067,897 - 52,067,897

Operating Expenses 27,154,216 - 27,154,216

Gross Profit 24,913,681 - 24,913,681

Other Income 16,633,824 - 16,633,824

41,547,505 - 41,547,505

Other Expenses 35,904,318 27,482 35,931,800

Administrative and Financial Expenses 32,317,278 27,482 32,344,760

Financial Expenses 3,587,040 - 3,587,040

Net profit before Tax for the period: 5,643,187 (27,482) 5,615,705

Deferred Tax Expenses (35,500) - (35,500)

(122,651) - (122,651)

Net profit after tax for the period 5,485,036 (27,482) 5,457,554

Profit (Loss) brought forward 8,840,286 (3,413,107) 5,427,179

Balance Transferred to Balance Sheet 14,325,322 (3,440,589) 10,884,733

Minority Interest - 1,685,889 1,685,889

Profit/(loss) transferred to Balance Sheet 14,325,322 (1,754,700) 12,570,622

The accounting policies from an integral part of the Financial Statements. The financial statements were authorized for issue by the Board of Directors on the 07 May 2012 and





AUDITORS’ REPORT TO THE SHAREHOLDERS :

This is the statement of comprehensive income referred to in our annexed report. 21 Purana Paltan Line, (4th & 7th Floor) Dhaka-1000. Dated: 07 May 2012

of 55

ANNUAL REPORT 2011


STATEMENT OF CONSOLIDATED CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2011


FY 2011 FY 2010

A. Cash flows from operating activities

Collection from turnover and other income 58,583,569 59,024,504

Payment for cost and expenses (52,565,482) (54,100,447)

Total cash flow from operating activities 6,018,087 4,924,057

B. Cash flows from investing activities

Acquisition of fixed assets (18,894,492) (13,148,195)

Microbus sales 330,000 600,000

Invesment in share (53,750) (2,100,000)

Share Issue Expenses (420,000) -

Deferred expenditure (IPTSP project) (1,497,199) -

Total cash flow from investing activities (20,535,441) (14,648,195)

C. Cash flows from financing activities

Dividend received 7,286 6,600

Earnest money deposite/(refund) 816,247 (718,800)

Short term loan from bank 12,117,919 18,008,000

Advance and deposit (2,129,197) (6,407,875)

Total cash flow from financing activities 10,812,255 10,887,925

Net cash inflow/(outflow) for the year ( A + B + C) (3,705,099) 1,163,787

Opening cash and bank balances 5,375,953 4,212,166

Closing cash and bank balances 1,670,854 5,375,953






AUDITORS’ REPORT TO THE SHAREHOLDERS : This is the statement of comprehensive income referred to in our annexed report. 21 Purana Paltan Line, (4th & 7th Floor) Dhaka-1000. Dated: 07 May 2012

of 55

ANNUAL REPORT 2011

NOTES ON

CONSOLIDATED BALANCE SHEET

OF

INFORMATION SERVICES NETWORK LTD.

AND

GOLDEN KEY ISN PRIVATE LIMITED

AS OF 31 DECEMBER 2011.

A. Minority Interest : Tk. (1,587,889) The break up of the above amount is as under :

DEC- 2011

Balance of Profit and loss account up to 31st December 2010 (1,685,889)

Paid up capital 49% of Tk. 200,000 98,000

Tk. (1,587,889)

of 55

ANNUAL REPORT 2011

PROXY FORM

I/We..........................................................of .............................................................................................

being Member of Information Services Network Limited and entitled to vote hereby appoint

Mr./Ms................................................................................................................. as my/our proxy to attend

and votes for me/us and on my/our behalf at the 17th Annual General Meeting of the Company to be held on

Sunday, 10th June, 2012 and adjournment thereof and the poll as witness my/our hand this .........................

day of ......................................... 2012.

Signature of Member(s) ..........................................................

BO / Folio No. .................................................................... Signature of Proxy

No. of Shares ......................................................................

Date ....................................................................................

Signature of

Witness

(Signature of Member must in accordance with specimen signature with the Company)

ATTENDANCE

I hereby record my presence at the 17th Annual General Meeting of Information Services Network Limited at

the Institute of Diploma Engineers Bangladesh (IDEB) Bhaban, 160/A, Kakrail, Dhaka.

Full Name of the Shareholder .................................................................................................................

(in block letter)

BO / Folio No. ..................................................................... holding of ..................................... Ordinary Shares

of Information Services Network Limited.

___________________________ Signature of Member/Proxy

(Shareholders are requested to hand over the attendance slip at the entrance to the meeting hall)

Revenue

Stamp

of

Tk. 10.00

________________

dear shareholders, - bangla.net · place before you the annual report along with the audited...

Documents