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Teletalk Bangladesh Ltd. Annual 2012-2013 Auditor’s Report and Audited Financial Statements for the year ended 30 June 2013

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Page 1: Teletalk Annual Report 2012-2013 - 103.230.107.250103.230.107.250/teletalk/generalFiles/TBL Annual Report 2012- 2013.pdf · end of October 2013 among six mobile phone operators in

Teletalk Bangladesh Ltd.

Annual 2012-2013

Auditor’s Report and Audited Financial Statementsfor the year ended 30 June 2013

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Teletalk Bangladesh Ltd.

Generation Teletalk at a Glance!

Teletalk Bangladesh Limited is a mobile telecommunications service provider under the brand name ‘Teletalk’ with its own GSM network to provide services to both retail and corporate subscribers with a slogan "Desher Taka Deshey Rakhun" ("Keep your Money in your Country"). TBL is a fully government owned public limited company incorporated on December 26, 2004 under the Companies Act 1994 with an authorized and paid up capital of Tk. 20,000 million and Tk. 0.014 million respectively. Initially, Bangladesh Telecommunications Company Ltd. i.e BTCL (previously known as BTTB) initiated a project namely “10 (Ten) Lakh T&T Mobile Telephone Project” with an estimated cost of Tk. 7.96 billion. After completion of that project, the entire asset has been transferred to a separate public limited company namely Teletalk Bangladesh Limited. At that time, Bangladesh Telecommunication Regulatory Commission (BTRC) issued Cellular Mobile Phone Operator License to Bangladesh Telephone & Telegraph Board (BTTB) on September 1, 2004 for a period of 15 years. Later on, BTTB transferred the license in favor of Teletalk Bangladesh Limited on 16 March 2005 with effect from September 1, 2004. The system of the company has to operate within GSM 900 and GSM 1800 bands as per slot allocated by BTRC. Moreover, TBL started 3G operation from October 14, 2012 in 2.1GHz spectrum ranges having 10MHz bandwidth under the project “Introduction of 3G Technology and Expansion of 2.G Network”. TBL has obtained market share of 2.34% at the end of October 2013 among six mobile phone operators in a very highly competitive market like Bangladesh. TBL is now operating with subscribers’ base around 2.09 million having network coverage in 64 districts.

Being the only government sponsored mobile telephone Company in the country, Ministry of Post and Telecommunications owns 99.99% share of total outstanding share (643,866,100 shares) of the company. The rest of 2200 shares are distributed to eleven senior officials of different government entities, professional body and trade body in order to comply with the requirement of the Companies Act 1994. The company has an efficient and experienced management team with professionals with various disciplines. As on June 30, 2013, the authorized and paid up capital of TBL stood at TK. 20,000.00 million and 6,438.66 million respectively. TBL has its Corporate Office at House No. 41, Bir Bikram Moinul Hossain road (No. 27), Block – A, Banani, Dhaka – 1213.

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xPmtJó 10 ßoVJyJatP\r Bandwith S xmtJiMKjT 3G (HSPA+) k´pMKÜ KjP~

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A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

Contents

History & Achievement 6

Roadmap of Teletalk’s Business Expansion 7-8

Message from Chairman 9

Message from Managing Director 10-11

Board of Directors 12-13

Directors Profile 14-16

Management of TBL 17

Corporate Governance 18-19

Corporate Social Responsibility 20-21

Economic Impact Report 22-23

TBL Product & Services 24

Directors' Report 25-37

Performance Indicators 38-40

Financial Statements 41-62

Notice 63

Customer Care Centre 64

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Te l e t a l k B a n g l a d e s h L i m i t e d

Teletalk Bangladesh Limited (TBL) was incorporated on 26 December 2004 as a public limited company under the Companies Act 1994 with authorized capital of BDT 20,000,000,000 divided into 20,000,000 ordinary shares of Tk. 1,000 each. The company obtained certificate of Commencement of Business from the Registrar of Joint Stock Companies and Firms on the same date. The Company is wholly owned by the Government of the Peoples’ Republic of Bangladesh and represented by various Ministries. Teletalk launched its commercial operation on 31 March, 2005.

Prime objectives for which TBL was formed are highlighted here under:

1. To provide affordable mobile telephone service to the people from the public sector

2. To ensure fair competition between public and private sectors in telecom industry and thereby to safeguard public interest;

3. To meet the unmitigated demand for mobile telephone services, especially at remote parts of the country where the private operators do not invest due to limited business case.

One of the main objectives of the Government for formation of TBL was to regulate the mobile communication market through a market force for the benefit of citizens. At a time when mobile phone call charge was as high as Tk 7 per min., Teletalk Bangladesh Limited launched the commercial operation on 31 March, 2006. TBL’s call charge was as low as Tk 2.5 per min. There was a mad rush of people to buy Teletalk SIMs. Teletalk was the first mobile operator in Bangladesh to give:

i) i) ‘Free incoming calls ’ to all customers;

ii) ‘Landline Connectivity’ to all customers;

iii) ‘ISD & EISD Facility’ to all customers;

iv) ‘Single-Zone’ country wide network.

v) First Mobile Operator to introduce e-Governance services in Bangladesh

Within months of the launching of TBL’s commercial operation, call rates of other private mobile operators came down to Tk 3 per min. (now it is less than Tk. 1/min.) on average from around Tk 7 per min. Moreover, the other mobile operator started to provide the above mentioned facilities to their customers. The impact of TBL was tremendous for bringing the long cherished benefits at an affordable cost to the mobile phone customers in Bangladesh.

Again, in October 2012, Teletalk Bangladesh Limited became pioneer in Bangladesh to introduce Third Generation (3G) Mobile Telephone Services. Now Teletalk is the leading 3G service provider in Bangladesh. Teletalk has launched state of the art 3G services in 20 districts in Bangladesh and soon cover the remaining districts. Teletalk will also expand its 3G network up to upazila level.

History & Achievement

6

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

7

Network’s Expansion is utmost importantTo ensure sustainable business growth and to meet the unmet demand in coming years, Teletalk has come up with specific expansion plans in terms of time dimension aspect as below,

Short Term Expansion Plan (FY2013-FY2016): After the launching of 3G Technology, Teletalk has experienced few changes in business operation, from stakeholders both external and internal, such as the rapid growth of subscribers, revenues and brand loyalty in recent years. To keep the pace of such improvement, Teletalk has taken initiatives to expand its 3G network up to the Upzillas headquarters of the country by kicking off a project, worth of BDT 678 crores, titled –“Introduction of 3G Technology and Expansion of 2.5G Network (Phase-II)” which is expected to be completed by December 2016. Upon the completion of the proposed project, the company would be able to accommodate the capacity of another 25 lakhs (both 2G and 3G) throughout the country and up-gradation of 3G technology in higher version (HSPA+) for major cities of the country. Moreover, the company has also focused following development initiatives to be implemented by FY 2016,

a. 3G data offloading by Wifi for major 2000 spots in many part of the country for ensuring the smooth internet facility for its subscribers

b. Development of Revenue assurance system in the network in order to ensure smooth business operations.

c. Introducing the ICT applications in Teletalk’s business value chain activities to intake the advantages in technological leverages in greater aspect.

d. Increasing the number of Customer Care to facilitate the customer services

e. Strengthening the Value Added Services for mass, corporate and government agencies, especially Mobile Surveillances, SMART Home/Internet of Things, and advent Technologies

f. Setting up the In-building Coverage Solutions for major cities.

Mid Term Expansion Plan (FY 2013-FY2018):Keeping in mind that “Bangladesh Telco Industry” is resided on Growth Stage of Industry Life Cycle while Teletalk is on the introduction stage, Teletalk has targeted the market share to attain 10% of the prevail market size which is expected 185m subscribers with the penetration of 116.07% end of Y2018. To achieve the target market share by FY2018, Teletalk has addressed following issues/development actions as Mid Term Expansion Plan to be implemented by FY 2018

a. Expansion of 3G Network and Expansion of 2.5G Network: both 2G and 3G network are planned to be expanded up to 20 million subscribers’ capacity by 2018 by implementing following development actions

• Modernizationof2GNetworkandExpansionof2GNetwork

• CoverageandCapacityof3GNetworksthroughouttheCountry

• IntroductionofLTETechnology(4thGenerationTelecommunications)

Roadmap of Teletalk’s Business Expansion

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Te l e t a l k B a n g l a d e s h L i m i t e d

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• Implementation Tenure: FY2014-FY2018

• ProjectedCost:USD180mn

• Swapping of Old BaseStations which are having aging effects, limitation of features and high operational expesnes

• CapacityExpansonofexistingSites (both Hardware and Software)

• Coverage Expansion inuncovered areas of the country

b. ICT in Business Operations: Within Mid Term Plan for appending ICT applications in Teletalk like SAP, Marketing and Campaign Evaluation Software, Supply Chain Management and other business improving tools in order to facilitate the business operation.

Long Term Plan (FY 2013-FY2021): Teletalk has planned to achieve 18.5 mn subscribers by FY 2018 which will be continued to be growing up. In this aspect, the company has vision to maintain the continuous efforts in constructing state of art network topology including cutting edge technologies and bring operational and financial leverage in business operations. In a nutshell, the long term expansion plan is mentioned below,

a. Ensuring the Network Capacity for 2G, 3G, and 4G/LTE are 25 million, 10 million, and 6 million subscribers respectively by end of the year of 2021.

b. Incorporating broad range of Value Added Services (VAS) to meet the demand of mass, corporate and government agencies and offices.

c. Setting up customer care points in every single Upazilla headquarter

• Implementation Tenure: FY2014-FY2018

• ProjectCosted:USD125mn

• ProvideHSPA+forallNodeBsand Increasing nodal capacity to deal with higher bandwidth capacity

• Capacity Expansion forexisting NodeBs (Both Hardware and Software)

• Increase no. of NodeBs forenhancing coverages all over the country

• Implementation Tenure: FY2016-FY2018

• ProjectedCost:USD194mn

• Implement4thGenerationofTelecommunication in Cities and District Towns

• Inclusion of many VAS toaddress prevailed demand of subscribers

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9

Md. Abubakar SiddiqueChairmanTeletalk Bangladesh Limited

It is indeed a great pleasure for me to report the activities, achievements, success and future plans of Teletalk Bangladesh limited (TBL) for the fiscal year 2012-2013. Being a Public Sector Entity, Teletalk has been contributing significantly to fulfill the requirements of Vision 2021.

This report encompasses the scenario of successful implementation of the efforts to deliver mobile-communications and its services at affordable prices to the mass people. It also includes ongoing initiatives and future plan to make the organization effective and pro-people.

Teletalk achieved strong growth and attractive returns last year. Due to expansion of networks and appropriate measures for customer services, there was a significant growth in subscriber base. Like previous years, Teletalk was involved in delivering various innovative value added services. It is well known that Teletalk is pioneer in providing public exam results through mobile phones. Besides, application submission for admission in the universities, application submission for BCS examination etc. through Teletalk mobile are among the recent success stories of the organization. I am very much confident that Teletalk is fully capable to maintain its leading position in the market of Value Added Services.

As the most significant event of FY2012-13, Teletalk has launched commercial testing of 3G services in October 2012. Since then more than 8 Lac subscribers are enjoying the 3G services. There has been significant growth of attention amongst the mobile subscribers on Teletalk’s 3G services. Teletalk expanded its 3G coverage to 20 districts and the rest of the districts will be covered soon. Teletalk will expand its 3G network to upazila level as well. 3G has enormous market potential in Bangladesh for high speed internet connection, video call/conferencing, IPTV etc. unique services.

Teletalk achieved “AAA” credit rating in the Long Term and ‘ST-1’ credit rating in the Short Term from the credit rating agency CRISL. The rating reflects the strong and healthy financial practice in the organization during FY 2012-13.

To intensify the coverage, Teletalk has been expanding both 2G and 3G networks. A large amount of investment is required for infrastructure development for the purpose. The Board of Directors of Teletalk among various measures has decided to float Initial Public Offer (IPO) to raise the fund. All sorts of preliminary works have been completed to issue IPO.

I thank all the officials and workers of Teletalk for their ongoing efforts. I would also like to extend my gratitude to the Board of Directors for their active participation and support. Hope Teletalk Bangladesh Limited will have a strong footprint in the Telecommunication Sector and becomes the forerunner to achieve “Vision 2021”.

Md. Abubakar Siddique

Message from Chairman

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Te l e t a l k B a n g l a d e s h L i m i t e d

Md. Mujibur RahmanManaging DirectorTeletalk Bangladesh Ltd.

Bismillahir Rahmanir RahimAssalamualaikum

Dear Shareholders and the dedicated members of Teletalk Bangladesh Limited Team,

It is indeed a great pleasure to welcome you all, on behalf of the Board of Directors, in the 9th Annual General Meeting of Teletalk Bangladesh Limited (TBL). I would like to express our heartiest gratitude and sincere thanks for your continuous support and co-operation which has helped us to achieve the greater success in almost all arenas of our business amid this highly competitive telecom industry scenario. Without your kind collaboration and advice, it would have been simply impossible for us to attain strong footing in the mobile telecom industry of Bangladesh.

Today our business is no longer only about basic communication. Voice is maturing, demand for data is accelerating and new mobility-related services are emerging. In this fast-moving industry, we have consistently innovated to differentiate ourselves from competitors. While we have grown rapidly in recent years, our business has become more complex, presenting many opportunities and exciting challenges. This evolution in our business requires that we accelerate the development of new products and services, deepen our consumer understanding skills and innovate in our marketing strategies. In order to support our strategic goals we will, throughout the course of 2013-2014 and beyond, implement the renewed strategy of ensuring the highest quality of network and innovative customer service.

Importantly, we are being close to our customers and creating an emotional link with them that extends beyond product functionality and value for money. TBL is developing solutions that solve customers’ day to day issues, such as Bill payment, Varsity & Colleges Admission, News Services, publication of PSC, JSC, SSC& HSC results of all the boards and other important value added services.

By offering access to communication, data and mobile services TBL is ensuring that these services are affordable, accessible and readily available and thus making an active and positive contribution to the sustainable economic and social development of Bangladesh.

In the backdrop of the challenging environment of 2012-13, TBL focused on core business and achieved good growth in profitability and

Message from Managing Director

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maintained a sound balance sheet. For the second time, TBL makes positive net profit after tax (BDT 46.384 crore) in FY 2012-13. The sound financial statements of FY 2012-13 are attributed to increased market share, developing business performance, increased profitability, and introduction of 3G services. As a consequence, the credit rating agency CRISL has assigned TBL the highest ratings: ‘AAA’ (Triple A) in the Long Term and ‘ST-1’ in the Short Term.

The performance of TBL for the year 2013-2014 seems promising. We are growing our market share by continuous undertaking of various measures. Growth in our markets will continue to be fuelled by investments in the networks and increased points of sale through innovative distribution channels and techniques. As our market is expanding and new technology is being introduced TBL will be listed in the capital market of Bangladesh to collect capital for investment. Teletalk so far introduced 3G network in 20 districts and the remaining districts will soon be brought under the 3G network. Teletalk will also expand its 3G network up to upazila level. At the same time Teletalk will upgrade the existing 3G network to a higher version (HSPA+).

Looking to the future, we believe innovation is the key to continue growth of TBL’s market share. Our main focus will be on quality and seamless network coverage, and the highest level of customer experience. To achieve these, we need to constantly innovate to offer our customers new services that meet their needs for now and in the future. In 2013-2014, we will focus on deepening further our customer understanding skills so that we may accelerate the development of new products and services centering around 3rd Generation Mobile Technology (3G). In 2013-2014, we will again aim to find the right balance between growth and returns: growth in revenues, EBITDA and operating cash flow, return on invested capital and return to our shareholders.

The success that we achieved in 2012-2013 would not have been possible without the dedication and enthusiasm of our dedicated and self-motivated employees. Today markets are competitive and changing rapidly but we believe we have the right people and culture in our organization to carry on growth and success.

I would like to thank all TBL employees who contributed to the success achieved in 2012-2013, and who will continue to drive the next phase of our growth and returns. I would also like to take this opportunity to thank all our shareholders, BoD Members as well as the Ministry of Posts, Telecommunications, and Information Technology for their continued support to Teletalk Bangladesh Limited.

Md. Mujibur Rahman

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A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

Board of Directors of TBL(As on Year Ended June 30, 2013, Not in seniority)

1 Mr. Md. Abubakar Siddique, Chairman Teletalk Bangladesh Ltd. & Secretary, Ministry of Posts & Telecommunications.

2 Mr. M. Rafiqul Islam Director, Teletalk Bangladesh Ltd. & Add. Secretary, Ministry of Post & Telecommunications.

3 Mr. Abbas Uddin Khan, FCA Director, Teletalk Bangladesh Ltd. & Council Member, ICAB.

4 Mr. Mamataz-Ala-Shakoor Ahmed Director, Teletalk Bangladesh Ltd. & Joint Secretary, Finance Division, Ministry of Finance.

5 Mr. Rabindranath Roy Chowdhury Director, Teletalk Bangladesh Ltd. & Joint Secretary, Ministry of Science & ICT.

6 Mr. Md. Shawkat Ali Waresi Director, Teletalk Bangladesh Ltd. & Joint Secretary, Ministry of Commerce.

7 Mr. Sayed Ahmed Director, Teletalk Bangladesh Ltd. & Joint Secretary, Legislative & Parliamentary Affairs Div.

Ministry of Law, Justice & Parliamentary Affairs.

8 Brigadier General Abdullah-Al-Azhar psc Director, Teletalk Bangladesh Ltd. & Army Aviation, Bangladesh Army.

9 Mr. S. O. M. Kalim Ullah Director, Teletalk Bangladesh Ltd. & Managing Director, BTCL.

10 Mrs. Monowara Hakim Ali Director, Teletalk Bangladesh Ltd. & First Vice President, FBCCI.

11 Mr. Md. Mujibur Rahman Director and Managing Director, Teletalk Bangladesh Ltd.

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Te l e t a l k B a n g l a d e s h L i m i t e d

Board of Directors of Teletalk Bangladesh Ltd.

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Mr. Mamataz-Ala-Shakoor AhmedDirectorTeletalk Bangladesh Limited

Mr. Ahmed is the Joint Secretary of Ministry of Finance of the government of Peoples Republic of Bangladesh and the honorable Director of Teletalk Bangladesh Limited was born in July 01, 1957. He attained his graduation and post-graduation in Economics from Dhaka University, one of leading University of Bangladesh. Mr. Ahmed started his career as a Member of Bangladesh Civil Service. In 2003 he joined as Deputy Secretary and at December 4, 2006 he was promoted as Joint Secretary. In 2008 he joined in Tariff Commission and at September 28 of the same year he backed at Ministry of Information of Bangladesh government and discharged the responsibilities of Managing Director of FDC. At September 30, 2011 Mr. Ahmed joined in Ministry of Finance as Joint Secretary.

Mr. Rabindranath Roy ChowdhuryDirector Teletalk Bangladesh Limited

Mr. Chowdhury is the Joint Secretary of Ministry of Science and ICT of the government of Peoples Republic of Bangladesh and the honorable Director of Teletalk Bangladesh Limited was born in September 01, 1956. He completed both the graduation and post-graduation in English and became the member of Bangladesh Civil Service (BCS). He served as Joint Secretary (Development) in the Ministry of Science and ICT from November 2009 to December 2010. He also served as Joint Secretary (Environment) in the Ministry of Environment and Forest for October 2006 to October 2009. In 2004-2006 he discharged the responsibilities as Deputy Commissioner (D.C) in the District of Nilphamari. Mr. Chowdhury has diversified his knowledge and experiences by attending various trainings, symposiums and seminars both in country and abroad.

Mr. Md. Shawkat Ali WaresiDirectorTeletalk Bangladesh Limited

Mr. Waresi is the Joint Secretary of Ministry of Commerce of the government of Peoples Republic of Bangladesh and the honorable Director of Teletalk Bangladesh Limited was born in June 23, 1957. He attained his graduation and post-graduation in English from University of Rajshahi, one of the renowned university of Bangladesh. He is the prideful member of Bangladesh Civil Service and has unbelievable contribution not only to TBL but also to the formulation of different policy of the country like formulation of import policy, policy of control prices of essential commodities, monitoring internal trade, formulation of Insurance policy, Policy for ICMAB, ICAB, and ICSB etc.

Mr. Sayed AhmedDirectorTeletalk Bangladesh Limited

Mr. Ahmed is the Joint Secretary of Ministry of Law, Justice and Parliamentary Affairs of the government of Peoples Republic of Bangladesh and the honorable Director of Teletalk Bangladesh Limited was born in January 02, 1960. He completed his graduation from most prestigious university of Bangladesh, Dhaka University in Law and then joined as a member of Bangladesh Civil Service (BCS). He also discharged the responsibilities of Deputy Secretary Post in the same ministry with fame and acclamation and then promoted as Joint Secretary. He has visited various countries and many seminars, symposiums and training both in country and abroad.

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Mr. Md. Abubakar Siddique ChairmanTeletalk Bangladesh Limited

Mr. Siddique is the Secretary of Ministry of Post and Telecommunications of the Government of Peoples Republic of Bangladesh and the honorable Chairman of Teletalk Bangladesh Limited was born in March 03, 1958. He completed his Graduation and Post Graduation from most prestigious institution of Bangladesh, Dhaka University in Management and secured 1st Class 3rd in both levels. He joined in Bangladesh Civil Service (BCS) in 1983 and belongs to BCS (Administration) Cadre 1982 Special Batch. He is a man of soothing personality and possesses a glorious-diversified career. He started his career as Assistant Commissioner and in the field level he served in different districts in different capacities. Then he posted in Bangladesh Secretariat as Senior Assistant Secretary on 22 April 2001 and worked in different ministries, divisions and departments such as Cabinet Division,

Local Government Division, Department of Social Services, Bangladesh Petroleum Corporation, Ministry of Information and Ministry of Public Administration (former Ministry of Establishment). He joined in Ministry of Posts and Telecommunications as Secretary in Charge on 23 October 2012 and finally promoted as Secretary to the Government of the Peoples’ Republic of Bangladesh on 31 January 2013. During his long and versatile career he has served the country by applying his progressive leadership, enlightened thinking, outstanding talent and impressive potentials being motivated by full of patriotism, commitment, dedication and conscience. After joining in the Bangladesh Civil Service Mr. Siddique took part in different training programs in home and abroad. He has successfully completed Short Law Course, Military Training, Foundation Training, Survey and Settlement Training, Land Management (Short) Course, ACAD Course and Managing at the Top-2 (MATT-2) Course in different apex institutions in the country and abroad. He also participated in Strategic Management Course in National Institute of Public Administration (INTAN), Malaysia ; Public Administration Capacity Building in Asian Institute of Technology (AIT), Thailand ; Strategic Leadership and Management for Population and Reproductive Health Program in Institute of Health Management Research (Jaipur), India ; Managing Change in the Singapore Public Service for Official from the Government of Bangladesh in Singapore Civil Service College, Singapore and Management at the Top (MATT-2)-(stage-2) in the Bradford University, United Kingdom (U.K.). As part of his job he attended in different meetings, summits, workshops, study tours in abroad and visited Indonesia, the Philippines, Thailand, India, Malaysia, Nepal, China, Egypt, Australia, Vietnam, U.K., Kuwait, Saudi Arabia, United Arab Emirates, Singapore, Spain, Switzerland and Zimbabwe . Presently, he is serving as Chairman of different Government owned companies like Bangladesh Telecommunications Company Limited (BTCL), Bangladesh Cable Shilpo Limited (BCSL), Bangladesh Submarine Cable Company Limited (BSCCL) and Telephone Shilpo Songstha (TSS) besides Teletalk. It may be noted that he has been awarded “Certificate and Gold Medal” for Performance Based Incentive Program of IFFD Project FY 1995-96.

Mr. M. Rafiqul IslamDirectorTeletalk Bangladesh Limited

Mr. Islam is the Additional Secretary of Ministry of Post and Telecommunication of the government of Peoples Republic of Bangladesh and the honorable Director of Teletalk Bangladesh Limited was born in April 14, 1956. He completed his graduation and Post-Graduation from most prestigious institution of Bangladesh, Dhaka University and then joined as a member of Bangladesh Civil Service (BCS). He also discharged his responsibilities as Member (Finance) in Bangladesh Council of Scientific and Industrial Research (BCSIR) with fame and acclamation. In 2009, he joined as Additional Secretary of Ministry of Post and Telecommunication.

Mr. Md. Abbas Uddin Khan FCADirectorTeletalk Bangladesh Limited

Mr. Khan is the Council Member of Institutes of Chartered Accountants of Bangladesh (ICAB) and the honorable Director of Teletalk Bangladesh Limited was born in 12 May 1944. He completed is Chartered Accountancy Degree as well as FMI (RIPA-UK) and he is a most prestigious Fellow Chartered Accountant. Mr. Khan was also the honorable President of ICAB.

Te l e t a l k B a n g l a d e s h L i m i t e d

Directors Profile

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Brigadier General Abdullah-Al-Azhar psc DirectorTeletalk Bangladesh Limited

Mr. Azhar is the Commandant of Army Aviation of Bangladesh Army and the honorable Director of Teletalk Bangladesh Limited was born in 1st January 1964. He completed his Master Degree in Defense Studies (MDS) and then also completed MBA. He started his career as Army Officer and in 2005-2006 he was appointed as the Commanding Officer of 7, Signal Battalions. In 2007-2008 he served as Chief Communication Officer (CCO) in UNOCL Headquarter in Ivory Coast. In 2008 he joined as the Commandant of Army Aviation of Bangladesh Army.

Mr. S. O. M. Kalim UllahDirectorTeletalk Bangladesh Limited

Mr. Kalim Ullah the honorable director of Teletalk Bangladesh Limited was born in January 15, 1954. He completed B.Sc in Engineering from Chittagong University in 1979. He joined prestigious Bangladesh Civil Service’s job in Telecom Cadre on 15 September 1981. He completed his masters in Business Administration in 2006 from Open University Bangladesh. He discharged the responsibilities of various posts in Bangladesh Telegraph and Telephone Board (BTTB) and Bangladesh Telecommunications Company Limited (BTCL) very successfully. He visited many countries throughout the globe and attended many seminars, symposiums and training courses. He is the members of various professional and social bodies.

Mrs. Monowara Hakim AliDirectorTeletalk Bangladesh Limited

Mrs. Ali is the first Vice President of the Federation of Bangladesh Chambers of Commerce & Industry (FBCCI) and honorable Director of Teletalk Bangladesh Limited born in February 16, 1958. She completed her Bachelor degree from City of London College, U.K on Hospitality Management. She is a NDC Fellow, completed Capstone Course from National Defense College, Dhaka, Bangladesh. Besides Teletalk she is executing the responsibilities at policy makers and executives level in several companies. She is also holding prestigious positions in various Trade Bodies, Government Bodies, Non-Profit organizations and Social organizations. Mrs. Ali the first elected Women Vice President of the FBCCI has visited lot of countries of different continents of the world for discharging her duties and responsibilities. She has been attended various seminars, symposiums, trainings etc. throughout the globe. She has gathered a lot of national and international awards & honors into her baskets.

Mr. Md. Mujibur RahmanManaging DirectorTeletalk Bangladesh Limited

Mr. Rahman is the Managing Director of Teletalk Bangladesh Limited was born in January 01, 1952. He is the person with diversified knowledge and career curve. During his whole professional life he served as many responsible position of the government of the People’s Republic of Bangladesh. He completed B.Sc. and M.Sc. in EEE from the best engineering university of Bangladesh named BUET and then completed MBA in Marketing. He joined in Bangladesh Civil Service as a Telecommunication Cadre and before joining in TBL he was the General Manager (Transmission) in BTTB. He employed his full efficiency and knowledge towards the development of TBL. His inspiration and guidelines has turned a loss project of government into a profitable concern.

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Management of TBL

Md. Mujibur RahmanManaging Director

Gias Uddin AhmedProject Director - 3G Project

Mohammad Golam Sarware KainatGM, Admin & HR

Md. Shah AlamGM, Marketing & Sales

Faroque AhmedGM, Finance & Accounts

Kazi Md. Golam QuddusGM, Regulatory Affairs & Customer Relations

Md. Abul KalamGM, System Operations, Dhaka

Md. Osman GoniGM, IT & Billing

D. M Nurul HudaGM, System Operations, Chittagong

Mohammad Mamunur RashidDGM, Admin & HR

Md. Anwar HossainDGM, Procurement

Md. Rezaul KabirDGM-1, 3G Project

Md. Ansar AliCompany Secretary

Provash Chandra RoyDGM-2, 3G Project

Md. Zahurul Alam ChowdhuryDGM, Audit

Md. ManiruzzamanDGM, Regulatory & Corporate Relation

S. M. Saidul IslamDGM, Operations

Shah Zulfiquer HaiderDGM, Marketing & Sales

Md. Khaled HossainDGM, Operations

Mamunur RashidDGM, Operations

Targhibul IslamDGM, Planning & Implimentation

Mohammad Jamal UddinDGM, IT & Billing

Shakil AhmedDGM, Marketing & Sales

Md. Saifur Rahman KhanDGM, Customer Relation Management

Mst. Tahmina KhatunDGM, Finance

Md. Khairul AminDGM, Accounts

Md. AshrafuzzamanDGM, Operations

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Te l e t a l k B a n g l a d e s h L i m i t e d

The Company’s corporate governance system is the

keystone of its primary objective of creating value

for stakeholders in a sustainable way. Corporate

governance is continuously evolving process

and TBL focuses on relentlessly seeking ways to

improve on its corporate governance standards.

Below are highlights of some of the major corporate

governance improvements undertaken during the

period under review TBL strives to maintain and

enhance sound governance standards through

constant review of current and emerging trends.

Board overviewThe TBL has the board structure comprising a

majority of government nominated directors. The

board considers nine out of the eleven government

officials as directors, one from professional body

and another from trade body all are selected by

the government of the country. The profiles of the

board of directors are set out on previous pages of

this Report. Directors play a critical role as board

representatives on ensuring the Company’s interests

are served by impartial, objective and independent

views that are separate from those of management

and shareholders.

The TBL board retains full and effective control over

the Company and is responsible for the adoption of

strategic plans, the development of appropriate and

effective risk management policies and processes.

ChairmanThe board is chaired by honorable Secretary,

Ministry of Post and Telecommunication of

The People’s Republic of Bangladesh. Mr. Md.

Abubakar Siddique, Secretary, Ministry of Post

and Telecommunication was the Chairman of the

Company under the review and discharged the

responsibilities conferred on him. No individual

board member has unfettered powers in respect of

decision making. The chairman is responsible for

ensuring that the directors receive accurate, timely

and clear information. The chairman also ensures

effective communication with shareholders and

management of the organization through company

secretary.

Managing DirectorMr. Md. Mujibur Rahman, Managing Director, for the

year under review and was responsible for the day-

to-day management of company as per the policies

or the resolutions adopted of authorities delegated

by the Board. The Managing Director provides

leadership to the executive team in running the

business, coordinates proposals developed by

the Management for consideration by the board,

and also develops the Company’s strategy for

consideration and approval by the board.

Delegation of authority and risk managementThe ultimate responsibility for the company’s

operations rests with the board. The board

retains effective control through a well-developed

governance structure in specific areas of the

business. Necessary authorities have been

delegated to Managing Director to manage the

day-to-day business affairs of the Company. The

executives assist the MD in discharging his duties.

However, in terms of statute and the Company’s

constitution, certain matters are reserved for board

approval.

Company secretaryMr. Md. Ansar Ali is the company secretary.

The company secretary is a central source of

information and advice to the board and within

the Company on matters of ethics and good

governance. The company secretary assists the

board in its deliberations, drawing the attention

Corporate Governance

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A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

1 9

of members to their legal duties and ensuring,

together senior management, that decisions of the

board are properly implemented. This office also

communicates and monitors compliance, among

others, with the dealing in the Company’s securities.

The company secretary provides the board as a

whole and directors individually with guidance on

the discharge of their responsibilities.

Code of conductThe TBL is committed to promoting the highest

standards of ethical behavior among its directors,

management and employees. In accordance with

this objective and in the interests of good corporate

governance, the code of conduct is subject to

review time to time and is cascaded down to all

operations.

Regulatory complianceIn keeping with its vision and strategy, the company

applies the principles contained in the Code of

Corporate Practices and Conduct recommended

by the government. Governance developments

are monitored on an ongoing basis to ensure that

government’s regulatory requirements are complied

with. The board monitors which include information

on any significant interaction with key stakeholders,

BTRC and other government agencies, and

through the activities of audit. The board of

directors endeavors to ensure that all operations

comply with these corporate governance principles

and the requirements of best practices. Likewise,

the board places strong emphasis on implementing

high standards of reporting, financial and risk

management.

The Company’s corporate governance systems are

designed to exceed minimum compliance levels

and continue to evolve to meet the expectations of

all stakeholders.

Stakeholder communicationTBL strives to have transparent, open and clear

communication with all of its relevant stakeholders.

Communication with various stakeholders has

always been an important feature of TBL’s corporate

governance practices. It is the policy of the

Company, where practical, to ensure that financial

and non-financial information is timeously and

accurately disseminated to relevant stakeholders.

A corporate website (http://www.teletalk.com.bd)

communicates the latest operational data, as well

as relevant historical information.

GovernmentBeing a government owned entity TBL fully

understands the role and responsibilities to the

government Requirements. TBL has a sound

relationship with government agencies and

considers that it has discharged its responsibilities

with due care and skill.

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Te l e t a l k B a n g l a d e s h L i m i t e d

For TBL, corporate and social responsibility means understanding the expectations of its stakeholders; be they customers, governments, regulators, suppliers, employees, investors, or communities, and its commitment to this responsibility enables it to deliver a consistently high level of performance and to generate, protect and enhance value for all of them.

CustomersTBL aims to build enduring relationships by understanding and anticipating its customers’ needs. Its subscribers around the country today enjoy and have come to expect an affordable, accessible and available mobile service, embodied by the Teletalk brand. TBL values the reputation that its brand has earned and the trust its customers place in it and endeavors to enhance this reputation by continually improving its products and services. In 2012-2013 TBL continued to drive down prices and reload values and today offers the most affordable service available in its markets. To improve accessibility, TBL added many new connection and reload outlets and more are opened every day. TBL now has 54,834 outlets across its markets. The affordability and accessibility of services must be improved in conjunction with their availability and, throughout 2012-2013 TBL has focused on extending network coverage and capacity where necessary to ensure consistent reliability.

Teletalk honored meritorious GPA5 holders’ in SSC 2013: To honor the meritorious students who obtained GPA 5 in SSC and HSC examinations, Teletalk offered free special SIM mentioning students’ passing year. Like previous, Teletalk offered more than 35,000 free GPA5 SIMs to students who got GPA5 in SSC 2013 with the collaboration of "The Daily Prothom Alo" in all districts. For GPA5 holders, Teletalk is offering special 2G and 3G Agami package with lowest tariff rate where students can talk Teletalk to Teletalk at 25 Paisa/min and Teletalk to others at 60 Paisa/min round the clock. Besides, students can subscribe monthly 1GB data pack at Tk 100 only.

Society and environmentTBL contributes to the sustainable economic and social development of the markets by providing telecommunications infrastructure and the means to

communicate. Across the country, TBL’s employees are focused every day on providing mobile telephony services that are highly affordable, readily accessible and constantly available to everyone.

TBL also has a history of, and a reputation for, responsible and proactive citizenship in its markets and of giving something back to communities. In the past, its initiatives have centered on education, support in the aftermath of natural disaster. Going forward the Board has approved significant expenditure on community initiatives which will be approved and evaluated by a central coordinating function and governed by strict operating guidelines.

Teletalk honored the wounded freedom fighters and family members of martyred freedom fightersFreedom fighters are the heroes of the country, the people who made us a proud, through the emancipation of Bangladesh as an sovereign nation. To pay tribute to the injured freedom fighters and family members of martyred freedom fighters and in recognition of their contribution, Teletalk gave 3G SIM cards with BDT 500 airtime for free of charge to the maimed freedom fighters and the family members of the martyred ones. Teletalk, the state owned mobile network operator, is the first company to provide 3G services in the country that commenced last year, creating huge excitement and enthusiasm among the mobile phone users. 3G technology offers high volume data transfer and internet connectivity, with high speed and functionality.

EmployeesTBL seeks diversity among its 487 employees to foster creativity and corporate success. Recognizing that exceptional quality begins with people, TBL allows individuals to use their capabilities to the fullest to satisfy their customers in accordance with the TBL Corporate Policy Manual, which sets out the code of conduct for all employees. TBL’s corporate environment promotes and encourages continuous learning and personal growth as well as active participation in local community initiatives which fosters the TBL team spirit and ensures that everyone can contribute to the continued success of the Company.

Corporate Social Responsibilities

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ShareholdersTBL aims to generate shareholder value by seizing opportunities in the mobile telephony sector in markets, building on its current business and focusing on high growth segments whilst achieving the highest standards of integrity, customer satisfaction and employee motivation.

We focus on corporate governance, financial disclosure and the practice of public accounting in the interest of equity investors. TBL’s corporate and social responsibility initiatives are continually evolving and developing but are governed by values set out in the Corporate Policy and Code of Ethics to which all employees must adhere. Going forward, TBL will also be drafting Corporate Position Papers on key issues affecting its business and the wider industry. TBL’s governing values will continue to be communicated to employees via induction processes and group briefings, and, by observing them every day, TBL endeavors to provide outstanding services to its customers, to earn leadership positions in its business and to provide a superior return to its shareholders as well as stakeholders.

Few salient activities of Teletalk in line with the theme of “Digital Bangladesh”• e-Education: Services related Education:a. The services related 10 educational boards:

1. Housing and maintaining of the archives of the results of all boards.

2. Publishing results of PSC, JSC, SSC, HSC and equivalents through SMS and Website and paperless result sending to the respective institutes.

3. Application and fee collection for re-scrutiny of JSC, SSC and HSC exam results.

4. Electronic Student Information Form: Online registration for JSC, SSC, HSC and equivalent students of all educational boards with signature and photo.

• e-Admission: Services related admission in university and educational institute : Online application and fee collection through SMS and internet for over 50 universities and educational institutes, 22 public and 49 private medical colleges,49 public polytechnic and 29 general colleges.

• e-Health: Medicare service for obstetric / expecting

women and health worker, information and indices on public health through SMS.

• e-application for job: Receiving application, fee and sending admit card for jobs in Non-Government Teachers’ Registration & Certification Authority (NTRCA), Bangladesh Army, Sonali Bank, Directorate of Secondary & Higher Education.

• e-Payment: BTCL telephone bill has been made payment through telecharge.

• e-Ticket: Teletalk subscribers can purchase ticket of Bangabandhu Novo Theater

• e-Ticket: Teletalk: In order to purchase sugarcane through digital system, under planning and all assistance of A2I project of Prime Minister’s Office in 2010-11 in response of BSFIC initiatives “Digital Purje Management” has been adopted and implemented successfully in Mobarakgonj and Faridpur Sugar Mills through Teletalk.

• District e-Services: Information on different services through SMS from“One Stop Service” in 64 districts has also been launched through Teletalk.

• e-Registration with BMET: An online registration through internet and SMS submitted by a Bangladeshi national intends and is eligible to register with BMET for overseas employment.

• e-lottery: Developing and launching electronic lottery for few organizations including Ahshnia Mission.

• Interactive Voice Response (IVR) Based Early Warning and Disaster Management Information Dissemination Service: Early warning and disaster management information dissemination, cautionary signal broadcast has been implemented for the people living along the coastal belt area through Cell Broadcast. Under the Bureau of Disaster Management piloting is being done in Cox’s bazar and Sirajganj Districts. Dialing to short code 10941 for weather forecast 1, inland port signal 2 and flood forecast 3 have to be pressed for hearing from IVR service.

• SMS and mobile Banking: Teletalk has been providing SMS banking services to over 5 banks including the subscriber of Prime Bank Limited and Trust Bank Limited. Trust Bank Limited is going to launch Mobile Banking in assistance with Teletalk very soon.

• SMS-Voting: Teletalk has developed a SMS voting gateway for selecting 7wonders of nature.

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Te l e t a l k B a n g l a d e s h L i m i t e d

Economic Impact Report

Economic Impact refers to the effect of a policy, program, project, activity or event on the economy. Economic impact is usually measured in terms of changes in economic growth (output or value added) and associated changes in jobs (employment) and income (wages). We can understand how a TBL adds value to the society by analyzing the economic impact.

These impacts can be summarized into three broad categories, i.e.

i) Direct Impact

ii) Indirect Impact

iii) Induced Impact

❖ Direct Impact Direct Impacts are the initial, immediate economic activities (jobs and income) generated by TBL

Operation. Direct impacts associated with the development coincide with the first round of spending in the economy organization’s direct contribution to the economy is resulted from the creation of employment opportunities, payment of tax to the Government, increase value to shareholders etc.

❖ Indirect Impact Indirect Impacts are the production, employment and income changes occurring through an

organization’s normal course of operation. TBL generates indirect impact by addressing the deficiency of capital in the economy by improvement of socio-economic and environmental performance in client’s organizations through different measures.

❖ Induced Impact Induced Impacts are the effects of spending by the households in the local economy as the result

of direct and indirect effects from an economic activity (i.e. project, event, etc.). The induced effects arise when employees who are working for TBL spend their new income in the community. TBL generate wealth by means of its services to the society. Like other organizations TBL distribute the wealth among all the stakeholders in different forms. Employees receive compensation and other benefits for the contribution made to its institution, the underprivileged portion of the society reap the benefit of the Corporate Social Responsibility maintained by TBL industry whilst the Government earns tax revenue.

Value Added StatementsValue added statement shows how much value (wealth) has been created by a firm through utilization of its capacity, capital, manpower, and other resources, and how it is allocated among different stakeholders (employees, lenders, shareholders, government, etc.) as well as reinvested for the replacement of assets and further expansion of the business of the firm in an accounting period.

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Others Value Addition

Particulars 2013 2012 Addition

No of Employees 488 482 06

Income Tax Payment to Government BDT 4.80 Crore BDT1.86 Crore BDT 2.94 Crore

Tax Payment by Employees BDT 5.10 Million BDT 4.15 Million BDT 0.95 Million

Tax Received from Supplier and Payment to Government BDT 13.46 Crore BDT 6.42 Crore BDT 7.04 Crore

VAT Collection and Payment to Government BDT 149.27Crore BDT 115.72 Crore BDT 33.55 Crore

Value Added Statementsfor the year ended 30 June, 2013

Particulars 2013 2012

Income from Operation and Services 6,602,632,894 3,572,796,683

Less: Cost of services & Supplies 5,544,203,931 3,183,862,214

Value added 1,058,428,963 388,934,469

Provision 21,824,758 67,218,593

Total Value Added 1,036,604,205 321,715,876

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Te l e t a l k B a n g l a d e s h L i m i t e d

TBL Products & Services

Prepaid Postpaid 3G Services Devices VAS

Youth 2G Gravity High Speed Internet 3G Internet Modem FnF - Friends & Family

Youth 3G Rajanigandha Mobile TV MiFi Push Pull Services

Ekush 2G Shapla Video On Demand Pocket Router VMS - Voice Mail Service

Ekush 3G SMS - Sort Message Service

Bijoy 2G Bangla SMS

Bijoy 3G International SMS

Shadheen 2G Internet SMS

Shadheen 3G International Roaming

Agami 2G GPRS

Agami 3G Missed Call Alert

Shapla Malicious Call Blocking Services

Phone Book Backup Service

Online Recharge

Teletalk Voice Adda

Special Value Added Services

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Directors’ ReportUnder Section 184 of the Companies Act, 1994

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Te l e t a l k B a n g l a d e s h L i m i t e d

Telecom Industry in Bangladesh Moves during 2012-13:

• Mobile Subscribers: grew from 93.78m to111.23m

• InternetUser:raisedfrom26.62mto32.18m

• International call per day : Outgoing andIncoming International Call Volume remains steady at 5 Million Paid Minutes and 50m Paid Minutes respectively

• Growth of Tele-density: From62.52% (June,2012) to 75.52% (June, 2013)

• Growth of Internet-density : From 17.75%(June, 2012) to 21.84% (June, 2013)

• Submarine Cable Bandwidth Capacity :200.00Gbps (Since June, 2012)

• Submarine Cable Bandwidth Utilization :38.00Gbps (June, 2013)

• International Terrestrial Cable ( ITC) CableBandwidth Approx 30.00 Gbps (June, 2013)

Dear Shareholders,The Board of Directors of TELETALK Bangladesh Limited (the “Company” or “TELETALK”) welcomes the shareholders at the 9th Annual General Meeting of the Company. We also take pleasure in presenting the report on operational activities and the audited financial statements for the financial year 2012-2013 ended on 30 June, 2013 together with the Auditors Report and Financial Statement thereon.

Directors’ Report

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• 3G commercial testing license for TELETALKBangladesh Ltd.

Telecom Industry, Digital Bangladesh and TELETALK:There is a positive correlation between the impacts of telecommunication on the GDP growth of a country. A study made by Deloitte & Touche, found that every 1% increase in mobile penetration has raised GDP growth in Bangladesh by 0.12%. It is clearly evident that the country itself is having a huge potential to explore a massive mobile market development in coming years, especially in sub-urban and rural areas where more than 75% of the population of the country lives. The mobile subscriber growth is expected to remain strong over the next few years considering the life cycle of the industry mentioned below. Bangladesh Telco Industry in “Industry Life Cycle”:

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

Currently the Cellular Telecommunication network providing industry is in this growth stage. Significant number of subscribers are attaching year to year. The penetration rate of mobile subscribers is about 79% which will be reached to 130% by

2020. Considering the penetration of status of rest of world illustrated below, it can depict that Bangladesh Telco industry still resides under the Growing Stage.

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To grasp the unmet demand, all operators are still expanding their networks in uncovered areas and/or increasing the capacity of system. Future outlook (forecasted) of subscribers’ attachment is given below,

It is predicted that by year 2015, there will be 139 million mobile subscribers in Bangladesh with the penetration rate of about 94%. This sustained high growth is expected to be supported by Bangladesh’s rapidly rising population and also by the continued investment in network infrastructure and network sharing by all the mobile operators. The country reached first one million subscribers mark in 2002; it achieved 10 million subscribers base in 2005. Within a span of four years from then, 50 million subscribers were achieved in 2009. Although,

GSM is a second generation (2G) technology mainly focusing on voice, it has helped to increase the internet literacy of the country enabling more than twenty six million people to access the internet among those more than 94% uses mobile phone for internet browsing. TELETALK’s 3G services significantly improve subscribers’ experience of internet usage. Today, the government is considering utilizing the telecommunication infrastructure as a basis to enhance the socio-economic growth of the country through its “Digital Bangladesh” program.

Year FY 2013-14 FY 2014-15 FY 2015-16 FY 2016-17 FY 2017-18

Population 151.06 153.14 155.25 157.40 159.57

Penetration of Mobile 83.74% 90.86% 98.59% 106.97% 116.07% Subscribers

Expected Growth of Market 10% 10% 10% 10% 10%

Expected Market Size (Subs) 127 139 153 168 185

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The growth of telecommunication in Bangladesh has been impressive. Not only the growth of this industry helped develop a vital infrastructure of the country, but also played a part in reshaping the social behavior. Today, a phone is not only a tool for basic conversation but also a requirement for business, just like a calculator, a messenger or an FM radio. If we just revisit the telecommunication market in Bangladesh, we do see that the growth has been very rapid, i.e. on June 30, 2013 we had more than 111 million mobile subscribers and 32 million internet users. However, if we compare ourselves with some other countries of the region, we see that the tele-penetration of Bangladesh is only around 75%; whereas some other countries of the region have already achieved nearly 100 percent.

Government intention is not to do business in any sector but to regulate the business to keep the environment suitable for various stakeholders like the operators, vendors, subscribers etc. To keep a control on such a huge industry the government came forward to launch its own mobile phone service Company “TELETALK” in 2004 by implementing a project through Bangladesh Telegraph & Telephone Board. The main objectives of implementing TELETALK were as follows:

• To provide quality tele-services to itsconsumers with a reasonable price

• To proliferate the services throughout thecountry regardless of classes, areas to break the digital-divide

• TouseTELETALKasinstrumentaltoregulatemarket monopoly of the private operators

Present government's commitment to strengthen wireless mobile network in the three hill tract districts introduced in March 2008 proved to be fulfillment of the government’s commitment of complying the peace accord signed in 1997. The initiative guaranteed the mobile access from

anywhere at any time to anywhere at any time within Bangladesh. Government through its own mobile operator ensured rapid deployment of mobile network in the three most remote hill tract districts within the shortest possible time. More than one million people of that region have been brought into the light of the modern technology that has enhanced the quality of life and socioeconomic status in that vicinity. Like the three hill tract districts the whole country has been blessed with the marvel of the mobile technology over the last decade.

TELETALK Bangladesh Limited, being the only state-owned mobile telephone Company in the country, was incorporated on 26 December, 2004 as a public limited Company under the Companies Act, 1994 with an authorized capital of Tk. 20,000,000,000. On the same day, the Company obtained "Certificate of Commencement" of Business. When TELETALK emerged into the market with a view to providing dynamic and versatile mobile facilities with some exclusive offer, the overall scenario of the telephone sector of the country started to change rapidly. Strong competition started among the mobile phone service providers. It brings a revolutionary change in the information technology sector of the country. The number of subscribers started rising sharply. Government of the Peoples Republic of Bangladesh also responded to this revolution in mobile communication sector very positively. The government is putting a lot of emphasis on digitalization to establish a “Digital Bangladesh” by 2021.

The telecom sector in Bangladesh has been growing up steadily for the last few years with six Mobile Telephone Companies in the market. Though there was rapid growth over the last 5 years, Bangladesh remains one of the lowest in terms of Internet penetration. The adaptation and usage of Internet has been largely linked to the national economic development and consequent human development of the country. Launching of 3G services by TELETALK in October 2012 has

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substantially increased the mobile internet usage in Bangladesh. To date out of TELETALK’s total 1.1 million internet subscribers 0.70 million subscribers are using 3G TELETALK’s high-speed internet services and number of users are growing rapidly.

Key Industry Drivers:Driving forces of the industry are the major underlying causes of changing industry and competitive conditions. The most common industry drivers are:• Digitalizationofthegovernmentsectorholding

a theme to build the Bangladesh as “Digital Bangladesh” by 2021.

• UnmetDemandofMobileTelephony,especiallyin the remote and rural areas of the country

• Growing Economy and increasing disposalincome.

• Computerization of the private and publicsectors.

• Onlinefacilityinthefinancialsector.• Increasing globalization of the industries in

trading and commerce.• Growinguseoftheinternetandemergingnew

internet technology applications• Productinnovation• Marketinginnovation• Issuance of new licenses from Bangladesh

Telecommunications Regulatory Commission (BTRC)

• Increasingofinternationalvoicecalls.• Regulatory influences and government policy

changes• Changing societal concerns, attitudes and

lifestyle.

Key Success Factors for TELETALK:The following factors contribute to TELETALK’s

successes in the competitive industry:• Keypresenceinsomeremotestareas(Chittagong

Hill Track, Sundarbans etc.) of the country.• Pioneerinlaunching3GServicesinBangladesh• LowestOPEXportfoliointheindustry

• Strategic alliances with BangladeshTelecommunications Company Limited (BTCL)

• IntroductionofInnovativeProductsandServices• Most affordable mobile phone services in

Bangladesh• 100% Bangladeshi workforces at all levels of

the Company

Mission & Vision of TELETALK:

Vision: We are here just to make your life easy, comfortable, dynamic, and smooth by providing super speeded communication and most updated information facilities.

Mission: TELETALK is the only telecommunication company of Bangladesh that has come to existence to bring all the people of the country closest with unique wireless mobile communication facilities and only we can assure the citizens of the country that we never left and will leave you at the time of your extreme requirement because we born for you, exist for you and continuously think for you. TELETALK’s milestone achievement in FY 2012-13: pioneering 3G Services in Bangladesh: With the significant emphasis by the Government of Bangladesh TELETALK has entered the 3G mobile technology arena in October, 2012, which has enhanced the scope of mobile services beyond all limit and imagination. 3G is the third generation mobile technology provides broadband internet as well as the video call besides the basic voice service and other mobile services available in 2G. In course of time high speed packet data services all over the county will be ensured. Such a high speed data communication backbone of the nation will act as a catalyst in the reformation of the country as "Digital Bangladesh". It will not only facilitate the present Government’s endeavor to establish country wide Union Information

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Services (UIS) centers, a milestone project in effort to digitalize the county’s governance system from the grassroots to the highest levels, but also it is going to facilitate the High-speed Data Backbone to speed up county’s ICT development.

Bangladesh Government opted TELETALK as state-owned Company to launch 3G services on commercially experimental basis on 14 October, 2012 through a project named as “Introduction of 3G Technology and Expansion of 2.5G network”. 3G is the project adopted to enhance the existing 2.5G network coverage throughout the country and to introduce the 3G services in the selected cities. Upon completion of this project TELETALK will be able to provide High speed mobile services like: Live Mobile TV, High speed Internet, Video Call, Conference Video Call, e-Commerce, e-Banking, e-Health, e-Learning, e-Governess etc; which will play a great supportive role for socio-economic development of Bangladesh and will play a key role to build up "Digital Bangladesh".

The implementation period of the project was planned from January 2011 to December 2013, subsequently extended the completion period to December 2014 with the project cost BDT 19,009.9 Million. Out of the total amount BDT 4,239.9 Million is being financed by TELETALK and BDT 16,563.5 Million (USD 211 Millions) is being financed byChina EXIMBank asproject loan. After the implementation of the project, TELETALK expected to cater additional 6.5 million new subscribers of which 4.77 million subscribers will be of 2.5G and 1.73 million will be of 3G. In the process, this project is going to increase the number of 2.5G Base Transceiver Stations by 2100 and will introduce 1148 nos. of NodeBs (3G BTSs).

Initially TELETALK has planned to cover Dhaka (including Gazipur and Narayanganj), Chittagong (including Cox's Bazar) and Sylhet city. Later the 3G network has been extended to 18 nos. of cities/towns of the country. Feasibilities of different projects both self-financed and on loan, in order to implement the said facility are actively being considered.

TELETALK's Achievements in FY 2012-2013:During the FY2012-13 TELETALK managed to enhance its subscriber base from 1.35 million to 1.91 million and its Internet users rose from 23,409 to 110,353 in a highly competitive Market with Six Mobile Operators offering both Data and Voice Services and 2(two) WiMax Operators offering only Data Services. With efficient utilization of limited marketing facilities and delivering the improved services with the competitive price TELETALK tried to compete with other operators throughout the year in order to attract new customers. TELETALK kept the continuous growth of subscriber base in the competitive environment and retained its 2% market share. TELETALK is looking forward to grasp the market-share by expediting its subscriber acquisition after completion of the 3G project.

The above figure might not be that much attractive but the main issue is other operators have already built a strong network in terms of capacity and coverage. Their main effort is now to focus on subscriber acquisition. In that respect TELETALK is in the process of building a strong network. It may be mentioned that TELETALK could almost finish its "2nd Network Expansion Project" which allows TELETALK to commission around 2144 BTSs throughout the country which is around 6-7% of the total number of BTSs in the industry. With a limited but expanding network capacity and coverage, it becomes really hard to keep the market share intact. But, TELETALK with strong and effective marketing initiative and highly competitive tariff structure could maintain its market share more or less intact.

Considering the importance of timely launching of 3G Services TELETALK exerts all its efforts for quick installation of its 3G equipment and commissioning of the said services and in the process could succeed in launching the long cherished 3G services on a test basis on 14th October, 2012 with Commercial Trial license. Later

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in 2013, after the formal auctioning of 3G licenses, TELETALK has been issued 10MHz bandwidth in 2.1GHz spectrum for operating the established 3G network. So far the Company has already spread its 3G networks in 18 nos. of Metro Cities and District towns. Moreover, meanwhile TELETALK has taken major public universities of the country under the coverage with significant quality of services.

In terms of Value Added Services (VAS) TELETALK has been continuing its leadership in the market by providing innovative services. In University and College admission as well as in publication of SSC, HSC and similar other examination results through SMS, Web and Email TELETALK has almost 100% market share. It has been only made possible by customized and aggressive marketing as well as efficient workforce in designing, installing and commissioning VAS system.

Moreover, during FY 2011-2012 the Company introduced largest Bill Payment System of the country for Rural Electrification Board using TELETALK’s Network. TELETALK is providing emphasize to promote these features to the potential clients throughout the country with advertisements in print and electronic media for earning a noteworthy amount of revenue.

In consideration of offering satisfying services by introducing State-of-the-Art technology TELETALK replaced the existing Color Ring Back Tone Services by a world renowned system. By this time TELETALK signed a contract in order to introduce "Campaign Management" system in the network. It is expected to enhance revenue by 10-12% once the system comes under operation. For augmenting efficiency in sales and financial activities Enterprise Resource Planning (ERP) software has been commercially introduced from July 01, 2012. Inventory Module, Sales Module and Financial Module have already been commissioned and are running in full swing. By providing the scope

of generating real time report, this is going to create a milestone with regard to boost the efficiency in dispatching both sales and financial activities. In the last year, TELETALK has taken continuous initiatives to enhance the capacity of its employees by conducting onsite customized trainings on ERP system.

In terms of enhancing the strength of Transmission Backbone, 1200km 4 core Dark Fiber has been leased for 15 years from Citycell. It has been planned to use 2 cores out of 4 cores for TELETALK itself and exchange rest 2 cores with some other operators for redundancy purpose. Furthermore, both Dark and Lit Fiber have been rented from BTCL to strengthen the Transmission Backbone.

State of Company Affairs:In spite of many crises, the Company has come to this stage and the growth and development of our Company throughout FY 2012-2013 was commendable. The growing expectation and changing demand of customers is a continuous event and we are always concerned about this. In order to meet the changing demand of the market, TELETALK has been introducing new products and services in customized manner. Our network development and service expansion program is continuing and we plan to reach each and every corner of the country with our services. This is the first time in the history of Bangladesh TELETALK has introduced 3G technology with the assistance of government and foreign loan. TELETALK has exclusive value added services for our valuable customers and for all the citizens of the country.

Board of Directors:The Board of Directors consist of 11 (Eleven) directors Chaired by Md. Abubakar Siddique, Secretary of MoPT. Other directors of the Board are from different government bodies and eminent personalities from professional & business bodies nominated by the Government. The Board

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formulates strategic objectives and policies for the company, provides leadership and supervises management actions in implementing objectives of the company .The other directors as on June 30, 2013 were Mr. Md. Mujibur Rahman, Managing Director of TELETALK (Director); Mr. M. Rafiqul Islam, Addl. Secretary of MoPT (Director); Mr. Abbas Uddin Khan FCA, Council Member of ICAB (Director); Mr. Mamataz-Ala-Shakoor Ahmed, Jt. Secretary of MoF, (Director); Mr. Rabindranath Roy Chowdhury, Jt. Secretary of MoSICT (Director); Mr. Shawkat Ali Waresi, Jt. Secretary of MoC (Director), Mr. Md. Sayed Ahmed, Jt. Secretary of MoLJPLA (Director), Brig. Gen. Abdullah-Al-Azhar PSC, Army Aviation of Bangladesh (Director), Mr. S. O. M. Kalim Ullah, MD, BTCL (Director) and Mrs. Monowara Hakim Ali, First Vice-President of FBCCI (Director). During 2012-13 the Board conducted fourteen Board of Directors (BoD) meetings and two general meetings. Employees:Total human Resources of the company stood at 503 as on June 30, 2013 including permanent and temporary employees. TELETALK has diversity among its employees and utilizing their capabilities by allowing individual creativities to the fullest to satisfy its customers. TELETALK’s corporate environment promotes and encourages continuous learning and personal improvement in accordance with its Policy Manual. TELETALK encourages its workforce to participate actively with the local community and its team spirit ensures that everyone can contribute to the continued success of the Company.

Corporate Social Responsibilities (CSR):For TELETALK, corporate social responsibility means to understand the expectations of its stakeholders; be they customers, governments, regulators, suppliers, employees, investors or communities. Within its capabilities, TELETALK persistently conducting various CSR activities for its stakeholders for providing support in different ways. In the FY2012-2013, TELETALK provided free of cost 300 hundred SIM Cards with free stuffs of Tk.500 per month to the liberation war wounded

freedom fighters of Bangladesh. To encourage the students for transforming themselves to the future leaders of the country in the different sectors, fields and profession, TELETALK motivated the GPA holder students by providing free SIMs and cheapest packages for mobile services, especially for using internet services. This year TELETALK distributed about 40,000 SIMs among the GPA holder students arranging programs of felicitation in different districts jointly with “The Prothom Alo”. Besides TELETALK provides support to various organisations promoting Sports, Culture, Education, Health, Agriculture, Technology etc. through sponsoring their various events.

Directors Appointment:Pursuant to the provision of Article 57(1) of the "Articles of Association" of the Company read in conjunction with the provisions of the "Companies Act, 1994", one third of the Directors shall retire by rotation in every ordinary general meeting. Accordingly, four Directors shall retire at the 9th Annual General Meeting. The retiring Directors are Mr. Md. Abubakar Siddique, Mr. Mamataz-Ala-Shakoor Ahmed, Mr. Sayed Ahmed and Brigadier Abdullah-Al-Azhar PSC.

Being eligible, the retiring Directors named above offered themselves for re-election as Directors of the Company.

Auditors Appointment:Pursuant to section 210 of the “Companies Act, 1994”, the existing auditors of the Company M/s. ACNABIN, Chartered Accountants will retire at the 9th Annual General Meeting. Being eligible, the same auditors expressed their willingness to be re-appointed. As proposed, a resolution to appoint M/s. ACNABIN as auditors will be placed at the Annual General Meeting.

Corporate Governance HighlightsThe Company secretary is the central source of information and advice to the board and within the Company on matters of ethics and good governance. This voice also communicates

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and monitors compliance, among other issues. TELETALK understands that compliance with laws, regulations and all governance frameworks promotes and sustains the reputation and standing of the Company. The general powers of the directors are set out in the Company's "Articles of Association". The board charter regulates how the board and individual member discharge their responsibilities according to the principles of good governance. The charter aims to ensure that all the directors of the board understand their duties and responsibilities as well as the laws, regulations and best practices governing their conduct. It also details the division of responsibilities at board level and between the board and the management.

TELETALK board retains full and effective control over the Company and is responsible for the adoption of strategic plans, the monitoring of operational performance of the management, and the development of appropriate and effective risk management policies and processes.

The Company has fully complied with all mandatory requirements prescribed in the Companies Act 1994 as well as all the applicable rules and regulations of government and other concerns. The Company has also implemented some of the non-mandatory provisions.

Thriving for Sustainability:With tariffs under increasing pressure from competition, the key to remaining competitive is having a high-quality network and being able to deliver services efficiently. Therefore, the strategy of TELETALK focuses on closely monitoring infrastructure investments to ensure appropriate levels of capacity and availability of networks. TELETALK believes it made the correct decision with regard to making judicious investment in development of infrastructure between 2006 and 2013, ensuring significant improvements in network quality and giving the Company the foundation standing on which it can organize its operation

effectively. However, it will monitor developments in the industry and respond appropriately.

Under fierce competition in the industry it has been continuously trying to reduce its operating cost, which is probably the lowest in the industry. This reduced cost of operation enables TELETALK to profitably serve lower-end customers as well as deliver a different product mix with high priority in price minimization. To ensure this, a number of initiatives have been taken at various stages of development across the Company. In FY 2012-2013, TELETALK continued optimizing its efficiencies through infrastructure sharing, the standardization of systems and processes, the rationalization of supply chain management and above all through cost reduction. Technical Advancement and Service Expansion:On 31 March, 2005 TELETALK Bangladesh Limited started its journey to meet up the unmet demands of the peoples of Bangladesh. Government of Bangladesh took several initiatives to make TELETALK an efficient, successful and profitable organization to build up a "Digital Bangladesh" by 2021. As a result, as mentioned before, throughout FY 2012-2013 TELETALK continued its effort to strengthen its coverage to be a successful Telecom Company in the industry. In the process at the end of FY 2012-2013 TELETALK attained an active subscriber base of 19.08 lakh and Network Capacity of 60 lakh.

TELETALK launched its commercial operation in 64 districts with 634 BTSs under a project of BTCL (formerly BTTB) named “BTTB GSM mobile project” at a cost of BDT 6430 millions, which was financed by GoB. To meet the expansion requirement, TELETALK had taken a project i.e. the 1st GSM network expansion project with the worth of BDT 2100 millions from its own resource. On completion of this project 391 additional BTSs were installed and commissioned and its network switching capacity was increased to 1.45 million.In order to enhance the network coverage around the country and the capacity of the network, TELETALK initiated another expansion project

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named “TELETALK 2nd Expansion Project” in the year 2008 with the target of 1.8 million 2.5 G subscriber capacity. Around 95% of project work was finished successfully by June 2013. On completion of this project, subscriber capacity of TELETALK network will reach to 3.25 million with 1725 BTSs. Around 425 Upazillas in Bangladesh along with 25 hill tracks remote Upazillas are under its network coverage. With a commitment of developing the telecom infrastructure in Chittagong Hill Tracks (CHT) areas, TELETALK started as a pioneer operator to make its footprint ahead of all other operators and could conquer more than 70% of the regional market share.

Besides Voice service, TELETALK has installed a DATA NETWORK to provide DATA SERVICE to around 0.3 Million subscribers. In fact, TELETALK has already been providing EDGE/GPRS Data service across the country. TELETALK’s Products & Services:Mobile telephone is playing a major role throughout the world including Bangladesh to bring changes among the people in the positive manner. TELETALK has already introduced modern technology to reach easily to the people of Bangladesh and connect people keeping them closer through offering various services. TELETALK has been trying to provide quality services by expanding its coverage of its network throughout the country. In order to enhance the service quality TELETALK is in the process of establishing country-wide telecom network with adequate coverage at all Districts, Upazillas and Highways. To provide the excellent and efficient supports to subscribers, TELETALK has already commissioned 39 Customer Care Centers, 32484 SIM Retailer Centers, 688 SIM Replacement Points, 18 TELETALK’s Service Points (TSP) and 54,834 Telecharge Centers. To support the Distribution Channels, TELETALK has already awarded dealership to 93 Dealers distributed throughout the country. Also TELETALK has International Roaming Services with 42 operators of 34 countries worldwide. Management is taking urgent measures to expand its International

Roaming Service by establishing Roaming with other countries across the world.

During FY 2012-13 the Company launched its 3G operation and at present 0.70 million subscribers are using 3G services. Initially, TELETALK is offering wide range of 3G services such as Video Calling, High Speed Internet, Mobile TV, Video on Demand, Online Gaming etc. TELETALK has been providing the cheapest 3G packages to the subscribers compared to other operators. The 3G packages are Projonmo, Youth 3G, Ekush 3G, Bijoy 3G, Shadeen 3G for 3G Prepaid users and Gravity Package for Postpaid users. Beside, TELETALK is also offering executive and professional prepaid and postpaid packages for valued corporate customers. For prepaid, postpaid and corporate subscribers, TELETALK is offering many customized 3G data packages for different speeds such as 2Mbps, 1Mbps, 512Kbps etc with lowest price. To experience fastest internet speed to the customers, TELETALK is offering high speed 3G Internet Modem, MiFi and Pocket Router with exclusive bundle package for prepaid, postpaid and corporate customers.

TELETALK’s Value Added Services:In addition to traditional Voice Services, TELETALK offers a wide range of additional services to its customers like: GPRS/EDGE, Push-Pull services, SMS, MMS, Electronic and Voucher Recharge, CRBT, Miss Call Alert, ISD voice call, Disaster Management, Utility Bill Payment and International Roaming. In addition to all those mentioned TELETALK is also providing many other Value Added Services in collaboration with the Content Providers (CPs).

Moreover, TELETALK provides Value Added Services like University/College Admission Process, SMS Based Exam Result such as DPC, JSC, SSC, HSC, etc, Web Based Exam Result, E-mail based Exam Result, Result Archive, Website Management, e-Ticketing for Bangabandhu Sheikh Mujibur Rahman Novo Theatre, Medical Service (e-Health), Web & SMS based Job Application, Utility Bill Payment like SMS based Polli Biddut Somity Bill Payment service, Disaster

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Management, Digital PURJE Management etc. Value Added Services used for University/College admission spare the students, guardians and job seekers from spending transportation cost and also from wasting valuable time. Medical Services can save poor patient’s life. Disaster Management System can save vulnerable peoples from disasters and make their life comfortable and safer.

Risk management:As a Company that operates in and understands emerging markets, TELETALK believes that risk management and internal control are fundamental to effective corporate governance and the development

of a sustainable business. TELETALK is currently in the process of implementing the ERP with regards to risk management, specifically the aspects of combined assurance, accounts transaction and IT governance. Three modules, namely: Inventory Module, Sales Module and Finance Module have already been commissioned during FY 2012-2013. Integration of Procurement and HR Module is under active consideration. Moreover, to minimize risks steps have already been undertaken to go for Revenue Assurance and Fraud Management System (RAFM). By the end of 2014 we will be able to commission the RAFM system in TELETALK.

Financial Review:During the FY 2012-13 ended on 30 June, 2013, the Company has registered gross revenue of Tk. 6584.42 million from its operating activities (FY2011-12: Tk. 3522.96 million). A brief result is shown hereunder:

ITEMs 30 June, 2013 30 June, 2012 Difference +/(-) Difference in %

Network Revenue 6,263,758,652.83 3,447,981,973.00 2,815,776,679.83 81.66%

Hardware Revenue 309,225,974.50 111,328,471.00 197897503.50 177.76%

Backbone Revenue 29,648,266.39 13,486,239.00 16162027.39 119.84%

Interest Income/Expense (192,439,747.62) (23,012,106.00) (169,427,641.62) 736.25%

Other Income 174,228,697.17 (26,822,441.00) 201,051,138.17 -749.56%

Total Revenue 6,584,421,843.27 3,522,962,136.00 3,061,459,707.27 86.90%

Direct Operating Costs 2,656,545,497.01 1,544,572,847.00 1,111,972,650.01 71.99%

Network Operating Expenses 669,695,539.34 389,732,489.00 279,963,050.34 71.83%

General & Administrative Expenses 394,022,382.49 341,487,441.00 52,534,941.49 15.38%

Selling & Distribution Expenses 792,473,685.39 437,815,641.00 354,658,044.39 81.01%

Provision for Doubtful Debts 21,824,757.86 67,218,593.00 (45,393,835.14) -67.53%

Expenses for 3 G 251,841,155.13 8,866,225.00 242,974,930.13 2740.46%

Total Expenses 4,786,403,017.22 2,789,693,236.00 1,996,709,781.22 71.57%

EBITDA 1,798,018,826.05 733,268,901.00 1,064,749,925.05 145.21%

Depreciation and Amortization 779,625,672.52 461,387,572.00 318,238,100.52 68.97%

Worker Profit Participation Fund 50,919,657.68 - 50,919,657.68 N/A

Net profit/ (loss) before Tax 967,473,495.85 271,881,329.00 695,592,166.85 255.84%

Tax Adjustment (503,629,252.14) (446,917,683.00) (950,546,935.14) 12.69%

Net Profit/Loss After Tax Adjustment 463,844,243.71 (175,036,354.00) 638,880,597.71 365.00%

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Major items of expenses include Direct Operating Costs and Depreciation & Amortization on Assets which were Tk. 2,656.54 million and Tk. 779.62 million respectively. General, Selling and Distribution Expenses and Network Operating Expenses remained in proportion to the normal business trend of the Company. Depreciation Expenses, however, increased in proportion to the installation of new capital machineries. However, the EBITDA (Earnings before Interest, Tax, Depreciation and Amortization) of the year was Tk. 1798.02 million which reveals a positive continuity of the overall operational activities during the financial year 2012-13.

As penetration of voice services is already high in most of our markets, we believe offering innovative services to our existing customers will enable us to grow faster than our competitors. Overall revenue grew by 86.90% year-on-year and now account for

more than 1.78 % of our recurring revenues. Actually ARPU remained a key focus for management throughout 2012-2013 and this will continue in 2013-2014. Thanks to the development of innovative VAS. Due to our continued investments in new services, we managed to achieve a healthy EBITDA margin.

We expect this trend to continue as the Company grows further in categories such as Information Services which has a traditionally lower EBITDA margin than Communication Services. We also anticipate that growth will still be faster in Information Services sector.

The Books of Accounts shows a net profit before Tax amounting Tk. 967.47 million which is fairly attractive .But due to huge Tax on SIM Cards the profit and loss account shows a profit figure of Tk. 463.84 million after Tax adjustment.

Provision for doubtful debts:A net amount of Tk. 21.82 million representing receivable and payable adjustment of Computer Source Ltd. as per arbitration reward appears doubtful of recovery. The Board of Directors, therefore, recommends making a provision for the same amount in the financial statements under review. However, the management has taken due care to recover the doubtful debts within shortest

possible time. It is to be noted that amount has been reduced by 67.53% from last year.

Bangladesh Financial Reporting Standards (BFRS):TELETALK Bangladesh Limited’s financial statements have been prepared in accordance with International Financial Reporting Standards as well as Bangladesh Financial Reporting Standards.

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Fairness of the Accounting Policies:It is the responsibility of the Directors as per the provisions of the Companies Act, 1994, to prepare financial statements for each year. The financial statements and other financial information included in this report fairly present all material aspects, the financial conditions, results of operations, cash flows and the changes in equity of the Company for the year under review.

The Company has used appropriate accounting policies in preparation of these financial statements supported by reasonable and prudent judgment and assumptions as necessary. International Accounting Standards (IAS), as applicable in Bangladesh has been followed in preparation of these financial statements in compliance to the relevant accounting principles. Looking Forward through Initial Primary Offering (IPO) of Company’s Share:TELETALK considers that there is strong potential for growth in data market, and accordingly it renders itself to prepare for this new era. TELETALK will provide various Mobile Broadband service for the common mobile users under the 3G license and is going to invest more in modernizing the current infrastructure in terms of uniform coverage throughout the country. It will continue to transform the network from a legacy-based one to one based on Internet Protocol (Soft Switch and Media Gateways). TELETALK EBITDA margin is expected to increase in the medium to long term with availability of extensive network coverage and capacity once the 3G Project comes into operation in full swing.

According to the decision of Ministry of Finance, Ministry of Post and Telecommunication, Board of Directors, TELETALK, has decided to get enlisted in capital market of Bangladesh at the earliest. Once listed in capital market it has planned to collect further 600 crore taka through issuance of IPO in order to raise its "Paid-up Capital". Much of this will be spent on development of Radio Access

Network, Core Network, Transmission Network and Application Support System for 3 G.

It was planned to go for IPO during FY 2012-2013. But due to continuous downtrend of the Capital Market we are giving a long and hard thought about the exact timing of issuing this IPO. The whole year observed a slide in the benchmark index along with fall in turnover which is not at all healthy for getting enlisted into the capital market. However, it has been under our active consideration to be enlisted by this year.

Acknowledgement:The Board of Directors would like to place on record its deep gratitude to all the shareholders for their cooperation and support towards development of the Company.

The Board of Directors would like to express its grateful appreciation for the assistance and cooperation received from the Ministry of Posts & Telecommunications, Ministry of Finance, Ministry of Commerce, Ministry of Science & ICT, Bangladesh Telecommunication Regulatory Commission (BTRC), Bangladesh Telecommunications Company Limited (BTCL), other Stakeholders, Partners, Vendors, Service Providers, Associated banks providing financial support and other government organizations.

The Board of Directors also appreciate the employees of the Company at all levels for their good team spirit, hard work and dedicated services towards the growth and progress of the Company. For and on behalf of the Board of Directors.

Md. Abubakar SiddiqueChairman Dated: Dhaka, March 13, 2014

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Te l e t a l k B a n g l a d e s h L i m i t e d

Performance Indicators: TBL

Particulars 2010 2011 2012 2013

Operating Revenue 2,284,008,234 2,989,810,653 3,572,796,683 6,602,632,894

Operating Expenses (857,986,574) (1,103,793,877) (1,544,572,847) (2,656,545,497)

Gross Profit 1,426,021,660 1,886,016,776 2,028,223,836 3,946,087,397

Other Operating Expenses (2,100,363,620) (1,400,174,211) (1,706,507,960) (2,909,483,192)

Operating Profit/(Loss) (674,341,960) 485,842,565 321,715,876 1,036,604,205

Other Non-operating Income/(Expenses) 61,183,780 (17,739,498) (49,834,547) (18,211,051)

Worker Profit Participation Fund (50,919,658)

Net Profit/(Loss) before Tax (613,158,180) 468,103,067 271,881,329 967,473,496

Taxes (340,890,729) (357,826,283) (446,917,683) (503,629,253)

Net Profit/(Loss) after Tax (288,944,597) 110,276,784 (175,036,354) 463,844,243

Earnings Per Share (EPS) (44.87) 17.13 (27.19) 0.72

Authorized Capital 20,000,000,000 20,000,000,000 20,000,000,000 20,000,000,000

Paid-up Capital 6,438,661,000 6,438,661,000 6,438,661,000 6,438,661,000

Year Ending Equity 2,249,781,383 2,360,058,167 2,185,021,813 2,648,866,058

Long Term Liabilities 217,048,428 559,534,527 9,716,574,764 15,767,827,011

Fixed Assets 2,589,209,861 3,644,358,298 5,104,162,615 14,411,193,716

Common Share Information

No. of Shares 6,438,661 6,438,661 6,438,661 643,866,100

Value of Share 1000 1000 1000 10

Earnings per Share (BDT) (44.87) 17.13 (27.19) 0.72

Dividend per Share (BDT) 0.00 0.00 0.00 0.00

Operating Performance Ratio

Net Operating Margin -0.29 0.16 0.09 0.16

Degree of Operating Leverage 2.59 5.56 -1.73 3.02

Current Ratio 0.27 0.42 0.50 0.73

Cost Income Ratio 1.3 0.84 0.90 0.84

Asset Utilization Ratio 0.27 0.30 0.31 0.38

Return on Assets -0.05 0.02 -0.01 0.07

Return on Equity -0.04 0.02 -0.03 0.20

Equity Multiplier 0.9 1.06 2..46 6.53

Revenue per Employee 5.07 mln. 6.80 mln. 7.41 mln. 13.53 mln.

Other Information

No. of Customer Point 18 21 26 42

No. of Employees 450 440 482 488

Number of Subscriber 12 lakh 12.5 lakh 13 lakh 19 lakh

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Performance IndicatorsTeletalk Bangladesh Ltd.

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FinancialStatements

2012-2013

Te l e t a l k B a n g l a d e s h L i m i t e d

EBITDA

EBITDA

2,000,000,0001,800,000,0001,600,000,0001,400,000,0001,200,000,0001,000,000,000800,000,000600,000,000400,000,000200,000,000

02010 2011 2012 2013

4 0

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Te l e t a l k B a n g l a d e s h L i m i t e d

Auditor's Report to the Shareholders of Teletalk Bangladesh Ltd.

We have audited the accompanying financial statements of Teletalk Bangladesh Ltd. (TBL), which comprise the statement of financial position as at 30 June 2013, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management of TBL is responsible for the preparation and fair representation of these financial statements in accordance with Bangladesh Financial Reporting Standards (BFRSs), 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.

Auditor’s 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 (BSA). 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, the auditor considers 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 qualified audit opinion.

Basis for Qualified Opinion

The carrying amount of Property, plant and equipment, as reported in the statement of financial position, is Tk.14, 411,193,716. The Company does not maintain proper register for Property, plant and equipment. The Company did not conduct any physical verification of its Property, plant and equipment as at 30 June 2013 or any time during the period under audit. We had no other practicable alternative auditing

BDBL Bhaban (Level-13)12 Kawran Bazar Commercial AreaDhaka-1215, Bangladesh

Telephone: (880-2) 8144347-52Facsimile: (880-2) 8144353

E-mail: <[email protected]>Web: www.acnabin-bd.com

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A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

procedure that we could apply to authenticate the physical existence as well as the value thereof as on 30 June 2013. Bangladesh Accounting Standard (BAS) 36 requires impairment test of Property, plant and equipment and necessary disclosure in this regard. The Company has no laid down policy and procedure in regard to impairment test, and no such test was carried out.

Qualified Opinion

In our opinion, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give a true and fair view of the financial position of Teletalk Bangladesh Ltd. as at 30 June 2013, and of its financial performance and its cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standards.

Emphasis of Matters

We draw attention to Notes 42.1 and 42.2 to the financial statements, where management explains the circumstances of writ petitions regarding VAT and Supplementary Duty on SIM card, and claim of BTBA and Opex Telecom Limited, and management’s position on the same.

Report on Other Legal and Regulatory Requirements

We also report that:

(a) we have obtained all the material information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit and made due verification thereof;

(b) in our opinion, 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 statement of financial position and statement of comprehensive income dealt with by the report are in agreement with the books of account and returns; and

(d) the expenditure incurred was for the purposes of the Company’s business.

Dated, Dhaka

20 February 2014 ACnABIn Chartered Accountants

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Te l e t a l k B a n g l a d e s h L i m i t e d

Statement of Financial PositionAs at 30 June 2012

(Amount in Taka)

Notes 30.06.13 30.06.12 Source of fund Shareholders' equity: Share capital 5 6,438,661,000 6,438,661,000 Accumulated loss 6 (3,789,794,942) (4,253,639,187) 2,648,866,058 2,185,021,813 Long term liabilities: Share money deposit 7 4,846,032,694 2,885,640,490 Loan from GoB under 3G- Project 8 7,354,939,560 4,603,925,207 Deposits from subscribers, dealers and agents 9 117,109,523 113,850,728 Term Loan from Bank 10 2,105,240,934 1,237,919,529 Deferred tax liabilities 11 1,344,504,300 875,238,810 15,767,827,011 9,716,574,764 18,416,693,069 11,901,596,577 Application of fund Property, plant and equipment 12 Cost 21,648,225,040 11,635,807,941 Less: Accumulated depreciation 7,237,031,324 6,531,645,326 14,411,193,716 5,104,162,615 Capital work-in-progress 13 5,021,263,691 8,656,744,090 Intangible assets- software 14 40,492,195 102,596,762 Deferred expenses 15 12,214,383 24,349,490 Current assets and advances: Inventories 16 63,227,449 39,110,236 Service handsets for staff - 746,222 Sundry debtors 17 821,511,380 860,552,583 Advances, deposits and prepayments 18 306,474,670 144,241,617 Advance income tax 19 99,428,777 51,402,633 Accrued interest against fixed deposit receipts 19,094,171 5,283,969 Cash and cash equivalents 20 1,587,630,201 874,043,382 2,897,366,648 1,975,380,642 Current liabilities and provisions: Payable to BTRC 21 613,045,025 585,122,402 Provision for income tax 70,817,435 36,453,672 Security deposits from suppliers 97,041,503 61,071,302 Payable Worker Profit Participation Fund 50,919,658 - Unearned revenue 22 482,821,176 304,986,334 Sundry creditors 23 2,651,192,767 2,974,003,312 3,965,837,564 3,961,637,022 Net current assets (1,068,470,916) (1,986,256,380) 18,416,693,069 11,901,596,577

These financial statements should be read in conjunction with the annexed notes. General Manager (F & A) Managing Director Director Director

As per our report of same date.

Dated, Dhaka 20 February 2014 ACNABIN Chartered Accountants

4 4

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

Statement of Comprehensive IncomeFor the year ended 30 June 2013

(Amount in Taka)

Notes 30.06.13 30.06.12

Network revenue 24 6,263,758,653 3,447,981,973

Hardware revenue 25 309,225,975 111,328,471

Backbone revenue 29,648,266 13,486,239

6,602,632,894 3,572,796,683

Less: Operating expenses

Direct cost of network revenue 26 1,944,574,214 1,086,804,209

Direct cost of hardware revenue 27 711,971,283 457,768,638

2,656,545,497 1,544,572,847

Gross profit 3,946,087,397 2,028,223,836

Less: Other operating expenses:

Network operation and maintenance expenses 28 669,695,539 389,732,489

General and administrative expenses 29 394,022,382 341,487,441

Selling and distribution expenses 30 792,473,685 437,815,640

Expenditure for 3G Project 31 251,841,155 8,866,225

Provision for bad & doubtful debts 17 21,824,758 67,218,593

Depreciation and amortization 32 779,625,673 461,387,572

2,909,483,192 1,706,507,960

Operating Profit 1,036,604,205 321,715,876

Non-operating income/ (expenses) 33 (192,439,748) (23,012,106)

Other income/ (expenses) 34 174,228,697 (26,822,441)

(18,211,051) (49,834,547)

Net profit before WPF & Tax 1,018,393,154 271,881,329

Less: Worker Profit Participation Fund 50,919,658 -

Net profit before Tax 967,473,496 271,881,329 Less: Income tax (expense) / income Current tax 35 (34,363,763) (18,686,801)

Deferred tax income/ (expense) 35 (469,265,490) (428,230,882)

(503,629,253) (446,917,683)

Net Profit/(loss) after tax 463,844,243 (175,036,354)

Earnings per share of Taka 10.00 each 36 0.72 (0.27)

These financial statements should be read in conjunction with the annexed notes.

General Manager (F & A) Managing Director Director Director

As per our report of same date.

Dated, Dhaka 20 February 2014 ACNABIN Chartered Accountants

4 5

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Te l e t a l k B a n g l a d e s h L i m i t e d

Statement of Changes in EquityFor the year ended 30 June 2013

(Amount in Taka)

Particulars Share capital Accumulated loss Total

Opening balance as at 1 July 2007 22,000 (1,173,794,047) (1,173,772,047)

Net loss for the year - (1,626,534,312) (1,626,534,312)

Issuance of share capital 6,438,639,000 - 6,438,639,000

Closing balance as at 30 June 2008 6,438,661,000 (2,800,328,359) 3,638,332,641

Net loss for the year - (1,099,606,661) (1,099,606,661)

Closing balance as at 30 June 2009 6,438,661,000 (3,899,935,020) 2,538,725,980

Net loss for the year - (288,944,597) (288,944,597)

Closing balance as at 30 June 2010 6,438,661,000 (4,188,879,617) 2,249,781,383

Net profit for the year - 110,276,784 110,276,784

Closing balance as at 30 June 2011 6,438,661,000 (4,078,602,833) 2,360,058,167

Net loss for the year - (175,036,354) (175,036,354)

Closing balance as at 30 June 2012 6,438,661,000 (4,253,639,187) 2,185,021,813

Net profit for the year - 463,844,243 463,844,243

Closing balance as at 30 June 2013 6,438,661,000 (3,789,794,944) 2,648,866,056

General Manager (F & A) Managing Director Director Director

4 6

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

Statement of Cash FlowsFor the year ended 30 June 2013

(Amount in Taka)

2012-13 2011-12A. Cash flows from operating activities:

Network revenue 6,487,611,349 3,544,222,692

Hardware revenue 309,225,975 111,328,471

Backbone revenue 846,857 13,486,239

Non-operating income 119,517,012 77,104,328

Other income 150,602,714 87,459,224

Deposits from subscribers, dealers and agents 3,258,795 1,324,129

Security deposits from suppliers 35,970,201 23,498,242

Direct cost of network revenue (1,981,742,229) (989,217,056)

Direct cost of hardware revenue (736,088,496) (474,918,885)

Network operation and maintenance expenses (669,695,539) (389,732,489)

General and administrative expenses (813,229,120) (602,460,947)

Selling and distribution expenses (792,473,685) (437,815,640)

Expenditure for 3G Project (251,841,155) (8,866,225)

Non-operating expenses (311,956,760) (100,116,434)

Accrued interest against fixed deposit (13,810,202) (1,162,700)

Other expenses 23,625,983 (114,281,665)

Tax expenses (48,026,144) (17,193,207)

Deferred expenses 0 (804,000.00)

Net cash generated from operating activities 1,511,795,557 721,854,077

B. Cash flows from investing activities:

Purchase of Asset (588,559,346) (512,588,906)

Capital Work in Progress (CWIP) (5,702,486,835) (8,305,481,165)

Intangible assets (0) (81,179,735)

Net cash used in investing activities (6,291,046,181) (8,899,249,806)

C. Cash flows from Financing Activities:

Term Loan from Bank 867,321,405 1,237,919,529

Advance against equity from Gob under 3G Project 1,960,392,204 2,885,640,490

Loan from GoB under 3G Project 2,665,123,834 4,328,460,736

Net cash generated from financing activities 5,492,837,443 8,452,020,755

Net cash flows (A + B + C) 713,586,819 274,625,026

Cash and cash equivalents at the beginning of the year 874,043,382 599,418,356

Cash and cash equivalents at the end to the year 1,587,630,201 874,043,382

General Manager (F & A) Managing Director Director Director

4 7

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Te l e t a l k B a n g l a d e s h L i m i t e d

Notes to the Financial StatementsFor the year ended 30 June 2013

1. Background Teletalk Bangladesh Limited (hereinafter referred to as the “Company”) was incorporated as a public limited

company on 26 December 2004 with an authorized capital of BDT 20,000,000,000 divided into 20,000,000 ordinary shares of BDT 1,000 each. The Company obtained the Certificate of Commencement of Business from the Registrar of Joint Stock Companies and Firms on the same day. The Company is wholly owned by the Government of the Peoples’ Republic of Bangladesh and represented by various ministries and Bangladesh Telegraph & Telephone Board (BTTB) presently BTCL.

The Executive Committee of the National Economic Council (“ECNEC”) of the Government of the Peoples’ Republic of Bangladesh decided to form a separate public limited company in the public sector for implementation and operation of the Project named “10 (Ten) Lakh T&T Mobile Telephone Project (1st Phase-2.5 Lakh)” and decided that BTTB presently BTCL should implement the Project and commercial operation be carried out by a public limited company to be formed and later on after completion of the Project, the assets out of this process would be transferred to the company.

2. Nature of business The principle activities of the Company are to promote and develop telecommunication and ancillary services,

to promote and undertake programs or activities to extend wireless and cellular mobile telephone services, to enable the people to resell telephone services on a commercial basis and also to develop a network that would meet the telecommunication needs of the subscribers and to provide access to similar services at a most competitive price.

The Cellular Mobile Phone Operator License was issued by the Bangladesh Telecommunication Regulatory Commission (“BTRC”) on 1st September, 2004 valid for a period of 15 years, which is renewable upon fulfillment of certain terms and conditions mentioned therein. The license was initially issued in the name of BTTB (currently BTCL) and subsequently transferred in favor of the Company on 16th March 2005 with effect from 1st September 2004.

3. Significant accounting policies

3.1 Basis of accounting The financial statements have been prepared on going concern basis under the historical cost convention

on Generally Accepted Accounting Principles in accordance with Bangladesh Financial Reporting Standards (BFRSs) and Bangladesh Accounting Standards (BASs), Companies Act, 1994 and other applicable laws and regulations.

3.2 Recognition of property, plant and equipment All property, plant and equipment are stated at cost less accumulated depreciation. Cost includes expenditure

directly attributable to the acquisition and installation of the assets. Any repairs and maintenance expenses are charged to the income statement during the period when these are incurred.

3.3 Going concern review The company has been experiencing operating losses during last few years (except 2010-11), working capital

deficiencies and adverse key financial ratios. However, the management has reviewed the 5 years business plan introducing 3G and expansion of 2.5G network. It is anticipated that as a result of introduction of above-noted new technology and strengthening the marketing efforts for increasing subscribers, the operating performance of the Company will improve significantly in the years to come. In such a scenario, the Company does not anticipate any adverse situation that may affect the going concern status of the Company.

3.4 Capital work in progress Capital work-in-process consists of acquisition cost of network plant and machinery and capital components

and related installation cost till the date of use in network service. In case of import of components, capital work in progress is recognized when their shipment is confirmed by the supplier.

4 8

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

3.5 Depreciation of property, plant and equipment Depreciation on all fixed asset and floating assets, including plant and equipment, has been charged on

straight-line method considering the economic and technical lives of the same. Monthly depreciation is charged on assets during the month of acquisition irrespective of their date of acquisition and no depreciation will be charged on assets during the month of disposal.

Depreciation rates used are as follows:

name of the Assets Rate

Base Station 5%

Switching equipment 10%

Transmission equipment 10%

Office equipment 10%

Furniture & fixture 10%

Computers 15%

Transport vehicles 15%

3.6 Intangible assets Intangible assets are stated at cost less accumulated amortization using the straight-line method. Intangible

assets include cost of acquisition of operating software and accounting & inventory software. These are being amortized over a period of three years from the year of acquisition irrespective of its date of acquisition and no amortization will be charged on assets during the year of disposal.

3.7 Deferred expenses and accumulated amortization Deferred expenses representing project implementation cost, documentation fees and training expenses has

been charged in these financial statements with to write off in 4 years commencing from the year of incurrence of such expenses.

3.8 Inventories Inventories consist of SIM cards, scratch cards & cash cards. Those are measured at lower cost and net

realizable value. Cost is determined using weighted average method.

3.9 Stock of service handsets for employees Stock of service handsets for employees is valued at original cost. These are charged expenses at the time of

issued for employees.

3.10 Sundry debtors Sundry debtors consist of receivable from distributors, dealers, inter-operators and unrealized bills for network

revenue which are recognized at the balance sheet date. However, proper age analysis of all debts is being done and the unrealized bills are never allowed to exceed the respective security deposit.

Specific provisions for debtors are made in the financial statements in the following ways:

Debtors Age (Year) Provision Rate

Up to 1 Year 0%

More than 1 Year to 2 Years 15%

More than 2 Years to 3 Years 50%

Above 3 Years 100%

4 9

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Te l e t a l k B a n g l a d e s h L i m i t e d

3.11 Taxation

Income tax expenses comprise current and deferred taxes. Income tax expenses are recognized in profit or

loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in

equity.

Current Tax Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or

substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. The tax rate used for the reporting periods is as follows:

Year Tax rate

2011-12 0.5% (As per sec-16CCC of Income Tax Ordinance-1984)

2012-13 0.5% (As per sec-16CCC of Income Tax Ordinance-1984)

Deferred Tax Deferred tax is recognized in compliance with IAS/BAS 12: Income Taxes, providing for temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the date of statement of financial position. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the deductible temporary difference can be utilized. Deferred tax assets are reviewed at each date of statement of financial position and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

3.12 Foreign currency transactions Transactions in foreign currencies are converted into equivalent Taka applying the ruling rate at the date of such

transactions. Assets and liabilities outstanding at 30 June 2013 denominated in foreign currencies have been translated into Taka at the rates ruling on the Balance Sheet date.

3.13 Revenue recognition Network revenue Network revenue consists of airtime, interconnection and roaming revenue. Airtime revenue includes prepaid

and post paid network revenue.

Prepaid network revenue Prepaid network revenue is recognized (exclusive of VAT) as per actual usage of prepaid/scratch cards and

telecharge recorded in the network. The unused portion of the prepaid cards and telecharge remains as unearned revenue and recognized as liability of the Company.

Postpaid revenue Postpaid network revenue is recognized on accrual basis and recorded as income (exclusive of VAT) on delivery

of the bill to subscribers on a monthly basis.

5 0

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

Interconnection revenue Interconnection revenue consists of charges imposed to other cellular operators for receiving calls from their

subscribers’ cellular numbers. These are recognized as per invoices raised on a monthly basis.

Roaming revenue Roaming revenue consists of charges imposed to other cellular operators outside Bangladesh for using the

network of the company in the country. It is recognized as per invoices raised on a monthly basis.

Backbone revenue Backbone revenue includes charges imposed to different parties for using the Company’s network facilities and

is recognized on the basis of issuance of invoice.

Hardware revenue: Handsets revenue is recognized at the time of sale of subscribers’ set.

Connection revenue Connection revenue is recognized as income when SIM cards are sold and delivered to the dealers/subscribers.

SIM replacement revenue This represents charges realized from subscribers in case of replacement of new SIM cards and recognized as

income when received.

Customer support revenue The amount of charges received from subscribers for rendering various services provided to them, and it is

recognized on collection basis.

3.14 Employees’ benefit plan The Company neither maintains any provident fund nor any gratuity scheme for its employees. However, the

officers on lien from BTTB (currently BTCL), although drawing monthly salary & allowances and other benefits from the Company, are continuing with the provident fund of BTCL, as per terms of the memo issued by the Ministry of Posts & Telecommunications. No provision for such accrued liabilities for termination benefit to employees has been made in these financial statements in absence of any agreement with BTCL.

3.15 Events after the reporting period Events after the reporting period that provide additional information about the company's position at the

balance sheet date or those that indicate the going concern assumption is not appropriate are reflected in the financial statements. Events after the reporting period that are not adjusting events are disclosed in the notes when material.

4. General i) Previous year’s figures have been rearranged, wherever considered necessary, to conform with current

year’s presentation; and

ii) These financial statements are presented in Bangladesh Taka (Taka/Tk/BDT) which is both functional currency and presentation currency of the Company. The amounts in these financial statements have been rounded off to the nearest Taka.

5 1

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Te l e t a l k B a n g l a d e s h L i m i t e d

(Amount in Taka)

30.06.13 30.06.12 5 Share capital

Authorized Share Capital 2,000,000,000 ordinary shares of Taka 10 each 20,000,000,000 20,000,000,000 Issued and paid up share capital 643,866,100 ordinary shares of Taka 10 each fully paid up 6,438,661,000 6,438,661,000

5.1 Composition of share holdings 30 June 2013

Name of shareholders Representation Nationality No. of shares Value in Taka

from 1 Ministry of Post & Telecommunications Bangladeshi 643,863,900 6,438,639,000 2 Md. Abubakar Siddique MOPT Bangladeshi 200 2,000 3 M. Rafiqul Islam MOPT Bangladeshi 200 2,000 4 Rabindranath Roy Chowdhury MOICT Bangladeshi 200 2,000 5 Sayed Ahmed MOLJPA Bangladeshi 200 2,000 6 Mamataz-Ala-Shakoor Ahmed MOF Bangladeshi 200 2,000 7 Md. Shawkat Ali Waresi MOC Bangladeshi 200 2,000 8 Brigadier General Abdullah-Al-Azhar PSC BD Army Bangladeshi 200 2,000 9 Abbas Uddin Khan, FCA ICAB Bangladeshi 200 2,000 10 Mrs. Monowara Hakim Ali FBCCI Bangladeshi 200 2,000 11 S.O.M. Kalim Ullah BTCL Bangladeshi 200 2,000 12 Md. Mujibur Rahman Teletalk Bangladeshi 200 2,000 643,866,100 6,438,661,000

5.2 A distribution schedule of the shares as at 30 June 2013 is given below as required by listing

regulations:

Slabs by number of shares Number of shareholders Number of shares % of shareholdings 1 to 500 11 2,200 0.0003% Above 1,000,000 1 643,863,900 99.9997% 643,866,100 100.0000% 5.3 As per the notification dated 8 February 2006 issued by Bangladesh Securities and Exchange Commission, a

public limited company, whose paid up capital exceeds Taka 50 crore shall adhere to issue the general public at least 30% of the amount and the Company has been contemplating to issue shares to general public.

6 Accumulated loss Opening balance (4,253,639,187) (4,078,602,833) Add: Net profit/(loss)for the year 463,844,243 (175,036,354) (3,789,794,942) (4,253,639,187)7 Share money deposit

Opening balance 2,885,640,490 - Add: During the year 1,960,392,204 2,885,640,490 4,846,032,694 2,885,640,490

Note: This money is received from GoB against 3G project which is 40% of loan amount received form China Exim Bank.

5 2

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

(Amount in Taka)

30.06.13 30.06.12 8 Loan from GoB under 3G- Project

Loan from GoB 7,269,049,041 4,328,460,736 Foreign Exchange loss on foreign loan (293,022,497) 208,478,522 Interest on Loan payable on foreign loan 378,913,016 66,985,950

7,354,939,560 4,603,925,207 9 Deposits from subscribers, dealers and agents

Deposits from PCO subscribers 97,675,873 97,675,873 Deposits from postpaid subscribers 3,059,906 1,549,855 Deposits from dealers and distributors 16,373,744 14,625,000

117,109,523 113,850,728

10 Term Loan from Bank

Loan From Bank Asia Ltd. 1,143,765,378 406,717,242 Loan From Trust Bank Ltd. 961,475,556 831,202,287 2,105,240,934 1,237,919,529 Movement of above loan is as follows: Opening Balance 1,237,919,529 - Add: Loan received during the year 973,559,913 1,237,919,529 2,211,479,442 1,237,919,529 Less: Repayment during the year 106,238,508 - 2,105,240,934 1,237,919,529

11 Deferred tax liabilities Deferred tax liabilities has been recognized in accordance with the provision of BAS 12 based on the difference in carrying amount of assets/liabilities and its tax base. Related tax (expense) / income has been disclosed in note 35.

Carrying amount on Taxable balance sheet temporary Date Tax base difference

Year ended 30 June 2013 Taka Taka Taka

Property, plant and equipment 14,411,193,716 11,423,406,384 2,987,787,332 Applicable tax rate 45% Deferred tax liability as on 30 June 2013 1,344,504,300 Deferred tax liability as on 30 June 2012 875,238,810 Deferred tax expense for the year ended 30 June 2013 (469,265,490) Year ended 30 June 2012

Property, plant and equipment 5,104,162,615 3,159,187,481 1,944,975,134 Applicable tax rate 45% Deferred tax liability as on 30 June 2012 875,238,810 Deferred tax liability as on 30 June 2011 447,007,928 Deferred tax expenses for the year ended 30 June 2012 (428,230,882)

In calculating deferred tax, the company has considered the difference of carrying amount of assets as tax base vis-à-vis accounting base. However, the company has not considered estimated tax loss in calculating deferred tax. The company has however, considered it prudent not to account for deferred tax assets and income in compliance with para-29 of BAS-12.

5 3

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A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

(Amount in Taka)

30.06.13 30.06.12

13 Capital work-in-progress Opening balance 8,656,744,090 1,411,221,795 Add: Addition during the year 198,456,630 808,777,472 Add: Capital work-in-progress (Under 3G Project) 5,589,920,724 7,772,168,164 Less: Capitalized during the year 3G Project (8,427,086,180) - Less: Capitalized during the year TBL (996,771,573) (1,335,423,341) 5,021,263,691 8,656,744,090 14 Intangible assets- software

Cost: Opening balance 636,468,509 555,288,774

Add: Addition during the year - 81,179,735 636,468,509 636,468,509 Less: Accumulated amortization

Opening balance 533,871,747 485,131,616 Amortized during the year 62,104,567 48,740,131 595,976,314 533,871,747 40,492,195 102,596,762 15 Deferred expenses

Cost: Opening balance 614,432,248 613,628,248

Add: Addition during the year - 804,000 614,432,248 614,432,248 Less: Accumulated amortization:

Opening balance 590,082,758 565,643,247 Amortized during the year 12,135,107 24,439,511 602,217,865 590,082,758 12,214,383 24,349,490 16 Inventories SIM cards 40,327,723 36,266,719 Scratch cards 18,107,237 2,150,152 Cash cards 693,364 693,364 Dongle 4,099,125 - 63,227,449 39,110,236 17 Sundry debtors

Monthly telephone bills 174,088,052 170,555,534 Receivable from interconnection charges- other Operators 728,805,452 756,974,387 Receivable from dealers and distributors 84,097,856 101,953,080 Receivable from roaming operators 2,652,030 6,178,244 Receivable for Backbone revenue 50,759,237 21,957,827 1,040,402,627 1,057,619,072 Less: Provision for bad & doubtful debts

Opening balance 197,066,489 129,847,896 Add: Provision made during the year 21,824,758 67,218,593 218,891,247 197,066,489 821,511,380 860,552,583

5 5

Te l e t a l k B a n g l a d e s h L i m i t e d

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Te l e t a l k B a n g l a d e s h L i m i t e d

(Amount in Taka)

30.06.13 30.06.12 18 Advances, deposits and prepayments

Advances Advance against expenses 11,987,204 16,039,729

Advance paid to various suppliers 27,676,482 73,406,753 Advance to staffs 2,000 2,000 Advance to PBTL Optical Fiber 201,295,311 -

Advance to staff against petty cash 244,533 1,622,305 241,205,531 91,070,787 Deposits

Security deposit to DESCO & PDB- for electricity 16,500 16,500 Security deposit to T & T - for telephone 54,800 54,800 71,300 71,300 Prepayments

Office rent 21,813,777 13,300,922 BTS rent 43,384,062 39,798,608 65,197,839 53,099,530 306,474,670 144,241,617 19 Advance income tax

Under section- 64 10,042,652 4,238,144 Deducted at sources by bank & others

- against interest from short term deposits 7,858,055 5,311,605 - against interest from fixed deposits 50,923,100 41,505,427 - against others 30,604,970 347,457 89,386,125 47,164,489 99,428,777 51,402,63320 Cash and cash equivalents

Cash in hand 5,203,480 1,118,681 Cash in hand under 3G Project 23,380 21,703 5,226,860 1,140,384 Cash at Bank:

Cash at Bank: Citibank N. A. 132,810 132,810

The City Bank Limited 21,688,699 1,386,695 Dhaka Bank Limited 6,885,567 1,157,467 Dutch Bangla Bank Limited 16,107,089 3,369,815 Eastern Bank Limited 207,246 202,782 BASIC Bank Limited (4,748,225) 5,869,200 Bank Asia Limited 15,685,038 9,195,195 The Hongkong and Shanghai Banking Corporation Limited (8,035,051) 4,025,204 IFIC Bank Limited 12,191,395 1,622,959 Prime Bank Limited 139,077,021 12,349,801 Sonali Bank Limited 592 592 Janata Bank Limited 8,783,363 126,794,016 Southeast Bank Limited 146,281 146,281 Pubali Bank Limited 6,957 6,957 Trust Bank Limited 52,525,100 (12,038,112) Pay Order in Transit 19,496,870 - Cash in Transit 5,076,068 - National Bank of Abu Dhabi, Main Branch, Abu Dhabi Siraj 43,103 597,070 285,269,922 154,818,732 Cash at Bank under 3G Project Basic Bank 33,232,161 37,752,568 Bank Asia 26,491,960 182,540,805 59,724,121 220,293,373 FDR (Note 20.1) 1,237,409,298 497,790,893 1,587,630,201 874,043,382

5 6

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

(Amount in Taka)

30.06.13 30.06.12 20.1 Cash at Bank FDR

Prime Bank Ltd 240,263,820.22 429,055,264.69 City bank Ltd 3,382,795.00 3,040,324.00 Dhaka Bank Ltd 156,671,819.66 30,000,000.00 First Security Bank Ltd 23,991,690.13 11,747,740.00 OBL - 23,947,564.76 IFIC Bank Ltd 50,000,000.00 - Basic Bank 651,577,947.19 - Janata Bank Ltd 91,521,226.28 - Pubali Bank 20,000,000.00 - 1,237,409,298 497,790,893 21 Payable to BTRC Frequency charges 30,485,670 60,701,946 Revenue sharing charges 512,244,624 502,382,411 Revenue sharing for SoF 70,314,732 22,038,045 613,045,025 585,122,402 22 Unearned revenue

Scratch cards 28,295,088 25,901,165 Tele charges 454,526,088 279,085,169 482,821,176 304,986,334 23 Sundry creditors Outstanding electricity bills & others 28,640,835 19,071,926 Audit fee payable 230,000 201,250 VAT current account (note- 23.1) 44,909,725 418,954,400 Tax & VAT deducted at source 131,229,960 34,094,913 Payable to suppliers 1,055,476,359 1,192,314,222 Interconnection charge payable 1,277,790,690 1,206,043,465 Payable to roaming operators 44,611,856 54,684,065 Commission payable 34,223,266 34,506,328 Provision for office rent 6,077,143 6,632,742 Advance against DMB 28,002,934 7,500,000 2,651,192,767 2,974,003,312 23.1 VAT current account

VAT on airtime revenue 71,123,108 48,078,691 SD & VAT on SIM payable 145,049,577 444,135,308 Adjustable VAT on interconnection bill (171,262,959) (73,259,598) 44,909,725 418,954,40024 Network revenue

Traffic revenue 6,129,609,088 3,295,295,968 Interconnection revenue 131,228,882 145,823,842 Roaming revenue 2,920,682 6,862,163 6,263,758,653 3,447,981,973 25 Hardware revenue

Sale of SIM cards 204,714,311 97,397,120 CR Modem 87,978,800 - Additional Hardware Revenue 777,164 - Replacement of SIM cards 15,693,650 13,889,751 Customers support revenue 62,050 41,600 309,225,975 111,328,471

5 7

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Te l e t a l k B a n g l a d e s h L i m i t e d

(Amount in Taka)

30.06.13 30.06.12 26 Direct cost of network revenue

Cost of Scratch cards 18,065,427 11,672,792 Interconnection charges 1,431,469,882 710,324,852 Revenue sharing- BTRC 265,521,783 158,852,033 Annual license fee- BTRC 50,000,000 50,000,000 Frequency charges- BTRC 121,752,736 108,196,804 Revenue Sharing for SoF- BTRC 48,276,687 22,038,045 BTRC Short Code 172,500 - Roaming expenses 10,407,981 20,284,506 Cost of content (1,092,783) 5,435,177 1,944,574,214 1,086,804,209 27 Direct cost of hardware revenue

Cost of SIM cards (Note: 27.1) 633,395,722 457,030,843 Cost of Dongle (Note: 27.2) 76,650,875 - Packing expenses 1,924,686 737,795 711,971,283 457,768,638 27.1 Cost of SIM Cards

Cost of Opening SIM Card 36,266,521 12,355,321 Add: Addition during the year 90,739,169 73,723,982 127,005,690 86,079,303

Less: Cost of Closing SIM Card 40,327,723 36,266,521 SIM Card Consumption During the year 86,677,967 49,812,782 Add: Subsidy of SD &VAT on SIM Card sales 546,717,755 407,218,062 633,395,722 457,030,843 27.2 Cost of Dongle

Cost of Opening Dongle - - Add: Addition during the year 80,750,000 - 80,750,000 - Less: Cost of Closing Dongle 4,099,125 - Dongle Consumption During the year 76,650,875 - 28 Network operation and maintenance expenses

BTS rental charges 90,608,187 98,675,606 BTS electricity bill 270,810,022 164,534,497 E1 Rental Charge 3,860,448 13,969,130 Maintenance expenses 235,291,710 104,448,328 Rent of Generator & Others 2,856,360 2,121,450 Rental charge of optical fibre network 66,268,813 5,983,478 669,695,539 389,732,489

5 8

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

(Amount in Taka)

30.06.13 30.06.12 29 General and administrative expenses

Salary and allowances 241,940,236 214,999,468 Managing Director's remuneration 1,976,000 1,976,000 Printing and stationery 21,978,096 8,807,201 Repair and maintenance expenses 15,338,027 7,561,347 Office rent 21,679,309 29,282,362 Car rental expenses 16,511,527 16,621,929 Telephone, fax and e-mail 223,465 217,750 Distribution of hand sets 4,447,614 - Travelling expenses 7,177,864 5,215,217 Security guard and cleaning hire expenses 17,005,608 12,311,141 Utilities 2,053,936 2,330,099 Entertainment 1,286,896 602,891 Legal and professional fees 1,008,180 2,282,271 Office expenses 3,109,946 2,334,633 Board meeting fees 915,150 530,395 Audit fee (including VAT) 230,000 201,250 Membership fee & subscriptions 2,324,745 3,597,000 Fuel & lubricant 28,780,431 25,553,518 GSM Association fee 1,924,733 2,246,514 Employee training expenses 2,126,684 1,017,918 Recruiting expenses 872,389 898,810 Postage & courier 487,387 908,205 Training Cost - 798,807 Miscellaneous expenses 624,160 1,192,715 394,022,382 341,487,441 30 Selling and distribution expenses

Advertisement 227,793,467 119,680,071 Business promotion 29,216,143 1,823,366 Sales commission 535,464,075 316,312,203 792,473,685 437,815,640 31 Expenditure for 3G Project

TA Bill 2,441,502 228,139 Office Rent 2,584,016 1,611,460 BTS Rent 93,557,200 4,620,000 Maintenance 99,590,239 1,584,968 Electricity 381,559 29,157 Fuel & Lubricant 3,625,247 326,307 Bank Charge 21,588 9,313 Site Survey & Relocation 46,694,672 - Stationary 860,542 283,695 Entertainment 296,459 59,806 Salary of Casual Staff 1,788,131 20,800 Car Rental Expenses - 80,980 R& M Computer - 11,600 251,841,155 8,866,225

5 9

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Te l e t a l k B a n g l a d e s h L i m i t e d

(Amount in Taka)

30.06.13 30.06.12 32 Depreciation and amortization

Depreciation on Property, plant and equipment (note - 12) 705,385,998 388,207,930 Amortization on intangible assets 62,104,567 48,740,131 Amortization on deferred expenses 12,135,107 24,439,511 779,625,673 461,387,572

33 Non-operating income / (expenses) Interest on fixed deposits 107,986,934 69,415,218

Interest on short term deposit 11,530,078 7,689,110 Default interest provision for BTRC (36,552,770) (56,279,867) Bank charges & commission (275,403,990) (43,836,567) (192,439,748) (23,012,106)34 Other income / (expenses)

Sale of tender document 10,357,490 2,244,500 Foreign exchange loss 23,625,983 (114,281,665) Commission from Education Board and others 127,995,023 75,934,169 Miscellaneous income 2,530,089 6,917,481 Other Income from 3G Project (34.1) 9,720,112 2,363,074 174,228,697 (26,822,441) 34.1 Other Income from 3G Project

Schedule sell 66,000 24,000 Interest Income 9,654,112 2,339,074 9,720,112 2,363,074 35 Income tax (expenses) / income

Current tax (34,363,763) (18,686,801) Deferred tax (expenses)/ income (note- 10) (469,265,490) (428,230,882) 503,629,253 446,917,683 36 Earnings Per Share

Basic earnings per share Profit attributable to the ordinary shareholders - A 0 463,844,243 (175,036,354)

Weighted average number of shares outstanding - B 0 643,866,100 643,866,100 Basic earnings per share - A / B 0.72 (0.27)

Diluted earning per share

No diluted earnings per share is required to be calculated for the year as there was no scope for dilution during the year under review.

37 Related Party Transactions The Company has no related party transactions as per BAS-24 except those made with its managing

director, which have already been disclosed under note # 29 in the accompanying financial statements. 38 Particulars of employees

The number of employees engaged for the year ended 30 June 2013 or part thereof who received a total salary of Taka 36,000 per annum and above was 488 (30 June 2012: 482).

39 Subscriber-base 2012-13 2011-12 "No. of "Attainment "No. of "Attainment Subscribers" in %" Subscribers" in %" Present capacity 6,000,000 2,700,000

Active subscribers 1,907,770 32% 1,391,568 52% 6 0

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

40 Foreign currencies payment and received Purpose of payments Currencies 2012-13 2011-12 Import of telecommunication equipment USD 9,075,119 15,942,581 Import of inventories USD 388,054 386,828 Roaming expenses USD 121,734 94,961 GSM association fees EURO - 25,800 Commitment Fee paid to Exim Bank of China USD 276,781 - GSM association fees GBP 14,325 - Others- signaling USD 88,787 - Received for

Roaming revenue USD 87,603 52,366 41 Commitments and Contingencies: Commitments USD USD i. Letters of credit 156,982 7,975,878

Taka Taka ii. Commitments with suppliers: Huawei Tech. Investment Co. Ltd 477,617,088 115,656,000 M/s BSMC 18,557,125 30,012,000 Nokia Siemens Network 590,040,000 590,040,000 M/s Power Trade 96,457,639 98,730,000 M/s ESS 68,456,186 80,443,000 M/s TSS 70,718,456 101,012,000 M/s Fair Construction 2,926,791 14,274,000 M/s Bel Construction 8,860,536 52,346,000 M/s Brothers Construction 9,028,810 37,055,000 M/s White Products 4,434,149 9,672,000 M/s Desh Engineering 61,899,452 98,196,000 M/s Diesel Plant 550,539 17,568,000 M/s C & S 25,066,719 27,000,000 M/s ATN & RK Software 56,500,000 56,500,000 M.S Bimol Barua 254,375 - Mizan Hatim 8,207,647 - Armac 1,914,730 - Xebec 7,155,298 - Prokoushuli O Nir 54,308 - Ring Tech 9,074,829 - PTECH 19,827,900 - GPI AsiaTel 500,000 - Telex Engineering 1,000,000 - Aninda Enterprise 500,000 - BEE 4,729,598 - UTECH 4,176,826 - Butterfly 3,020,338 - Transcom 38,866 - Techno Rise 100,621 - Bengal 591,663 - Ericsson- Transmission 69,179,000 - Tejas Networks 83,241,000 - Others 6,500,000 9,775,000 1,711,180,490 1,338,278,999 iii. Commitment with supplier for introduction of 3G and expansion of 2.5G network USD USD China National Machinery & Equipment Import & Export Corporation

(CMEC) 58,948,806 120,292,683

To implement the project the Company has already made an agreement with the Government of the People's Republic of Bangladesh on 7 July 2011 to finance US$ 126.6 million and the remaining amount

will be finance from own source or other sources. 6 1

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42 Contingent liabilities

42.1 i. Declaring the change in the name of the operating license issued by BTRC from BTTB (currently BTCL) to

Teletalk as illegal, disposal of which is lying pending.

ii. A writ petition was filed by a subscriber with the Hon'ble High Court Division against the NBR challenging fixation of tariff value by the Government and imposition of VAT & Supplementary Duty of Tk 800 (previously Tk 1,200) per SIM card (Civil petition No. 4356 of 2005). On 24 August 2006 Hon'ble High Court, upon

hearing the case, declared that fixation of any tariff value without complying with the provision of the VAT Act as illegal and without any lawful authority. Teletalk followed the order of the Hon'ble High Court and stopped collecting any VAT & Supplementary Duty from subscriber during the period from 24 August 2006 to date.

Subsequently, the Hon'ble Appellate Division of the Supreme Court has imposed a temporary stay upon the order of the Hon'ble High Court Division for a period of three months which is still in force.

However, the VAT authority has conducted an audit of the documents of the Company. Upon completion of the audit, the Commissioner, Customs, Excise & VAT, Dhaka (South) on 8 August, 2007 has issued an ex- party order to pay an amount of Tk. 851,337,774 as unpaid VAT and SD along with penalty on the alleged charge of evasion by the Company. However, on 6 November, 2007, the Company has filed an appeal with

the President of Customs, Excise & VAT Appellate Tribunal, Dhaka against such order of the Commissioner upon payment of 10% of the demand. Upon hearing the case, the Appellate Tribunal issued an order maintaining the order of the Commissioner. Being aggrieved, the Company filed a Writ Petition with the Hon'ble High Court Division and the Hon'ble High Court Division issued a stay order for 6 months which has since been extended up to 10 August 2010. The order of Stay granted earlier by the Hon'ble High Court has been extended till disposal of the Rule.

42.2 i. A legal notice has been received from one Mr. Md. Akhter Hossain Mozumder, Advocate, Bangladesh

Supreme Court in favor of Bangladesh Telecommunication Business Association (BTBA) against the approximate claim amount of Tk.51,694,944 for payment within 15 days from the receipts of such notice. This notice has been issued resorting to Corporate PCO Client Service agreement dated 5 January 2006 signed and executed among Teletalk Bangladesh Limited (TBL) and Bangladesh Telecommunication Business Association (BTBA). The Company has also given reply through legal adviser in this regard.

ii. An arbitration case has been filed by Opex Telecom Limited, one of the dealers, against the Company under Arbitration Act for its claim amounting Taka 23.4 million. The case has been lying pending before the Hon'ble district Court of Dhaka.

General Manager (F & A) Managing Director Director Director

Te l e t a l k B a n g l a d e s h L i m i t e d

6 2

A n n u a l R e p o r t 2 0 1 2 - 2 0 1 3

6 3

NOTICE OF THE 9TH ANNUAL GENERAL MEETINGDate & Time of the meeting: March 20, 2014 (Thursday) at 6:00 PM

NOTICE is hereby given that the 9TH Annual General Meeting (the “AGM”) of the shareholders of TELETALK BANGLADESH LIMITED (The “Company”) will be held on 06.00 pm of March 20, 2014 at the Conference Room of the Head Office of the Company, House – 41, Road – 27, Block – A, Banani, Dhaka – 1213 to transact the following business:

1. To receive and adopt the Company’s Balance Sheet as on 30 June, 2013 and the Profit and Loss Account along with the Cash Flow Statement for the year ended on that date and the reports of the Auditors and the Directors there on for the year ended on 30 June 2013.

2. To elect Directors who retire at the 9th AGM.

3. To appoint Auditors and fix their remunerations.

All the Shareholders are requested to kindly make it convenient to attend the AGM.

By order of the Board

Dated: Dhaka, March 05, 2014 Md. Ansar Ali Company Secretary Mobile: 01550155015

Note: The Register of Members will remain closed from 13 March to 20 March,2014 (both days inclusive)

Distribution: (not according to seniority)

1. Mr. Md. Abubakar Siddique, Chairman, Teletalk Bangladesh Ltd. Fax No: 9515599

2. Mr. M. Rafiqul Islam, Addl Secy. MoEF & Shareholder Fax No: 9540166

3. Mr. Mamataz-Ala-Shakoor Ahmed, Director, Teletalk Bangladesh Ltd. Fax No: 7165581

4. Mr. Kamal Uddin Ahmed, Director, Teletalk Bangladesh Ltd. Fax No: 8181650

5. Mr. Md. Shawkat Ali Waresi, Director, Teletalk Bangladesh Ltd. Fax No: 9514163

6. Mr. Sayed Ahmed, Director, Teletalk Bangladesh Ltd. Fax No: 9573233

7. Brigadier General Abdullah-Al-Azhar PSC, Director,Teletalk Bangladesh Ltd.

8. Mr. Abbas Uddin Khan FCA, Director, Teletalk Bangladesh Ltd.

9. Mr. Md. Nadir Shah Qureshi, Director, Teletalk Bangladesh Ltd. Fax No: 9320002

10. Mrs Monowara Hakim Ali, Director, Teletalk Bangladesh Ltd. Fax No: 7176030

11. Mr. Md. Mujibur Rahman, Director,Teletalk Bangladesh Ltd. Fax No: 9882828

12. ACNABIN Chartered Accountants, BDBL Bhaban, Kawran Bazar C/A Fax No: 8144353

13. Office Copy.

Notice

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Te l e t a l k B a n g l a d e s h L i m i t e d

Customer Care Centre

Banani, DhakaHouse # 41, Road # 27, Block # A, Banani, Dhaka.Cell: 015 5015 7750, 015 5015 7760Fax: 02-8857592

Uttara, Dhaka.AB Super Market, (2nd floor, west side), Road # 2, Sector # 3,Uttara, Dhaka.Cell: 015 5015 0061Fax: 02-8955007

Dhanmondi, Dhaka.Dr. Refatullah's Happy Arcade (2nd floor)House # 3, Road # 3, Dhanmondi, Dhaka.Cell: 015 5015 0073Fax: 02-9673636

Bashundhara City, DhakaLevel # 6, Shop # 34, Block # D Bashundhara City, Panthopath, Dhaka-1215.Cell: 015 5015 0025

Azimpur, DhakaOpposite of New Market Main Gate, BTCL card centre, New Market, Azimpur, Dhaka.Cell: 015 5015 0024

Farmgate, DhakaBTI Centre Plaza, Ground Floor, Farmgate, Tejgoan, Dhaka-1215. Cell: 01550150060

Shamoli, DhakaLaila Plaza, Ground Floor, Shamoli, Dhaka.Cell: 015 5015 0004

Mirpur, DhakaAkhanda Tower (Press Market) Block-Kha, Road-1, Plot-12, Section-6, Mirpur-10, Senpara Parbota, Dhaka.Cell: 015 5015 0098

Badda, DhakaHolland Centre, Shop# 218, 2nd Floor, (Mobile Market), Middle Badda, Dhaka.Cell: 015 5015 7798

Palton, DhakaSurma Tower (Ground Floor), 59/2 Purana Palton, Dhaka PSTN: 02-9561111Cell: 015 5015 0074Fax: 02-9561188

Ramna, DhakaRamna BTCL Compound, Ground Floor, Gulistan,Ramna, Dhaka-1000.Cell: 015 5015 7784

Sadarghat, DhakaNagar Siddique Plaza, Shop # 220, Johnson Road, Sadarghat, Dhaka-1000.Cell: 015 5015 7799

Jatrabari, Dhaka33/2 Uttor Jatrabari, Nowab Stone Tower,1st Floor, Dhaka-1204.

Savar, DhakaSavar Thana Bus Stand, Savar, Dhaka.Cell: 015 5015 0054

Karanigonj, DhakaSajeda Bhaban, 1st FloorHasnabad, South Karanigonj, Dhaka-1311.Mobile : 01550150007

Tongi, GazipurTSS Bhavon, Tongi, GazipurCell: 015 5015 7780Fax: 02-9816799

Joydebpur, GazipurNoor plaza, Ground Floor, Joydebpur Chowrasta,Joydebpur, Gazipur.Cell: 015 5015 0023

ManikgonjHouse # 75, Anjali Super Market, Ground Floor, Manikgonj Sadar, Manikgonj.Cell: 015 5015 0028

NarayangonjAl-Joynal Plaza, 1st Floor, Maleh Road, (Opposite Narayangonj Model Thana), Tanbazar, Narayangonj.Cell: 015 5015 7786

TangailKali Bari Road, 1st Floor, Shachin Mansion, Adalat Para, Tangail.Cell: 015 5015 0055

Mymensingh3, Ganginarpar (1st Floor), Mymensingh.PSTN: 091-66300Cell: 015 5015 0062 Fax: 091-65300

Agrabad, Chittagong.C & F Tower (2nd Floor), 1222, Sheikh Mujib Road,Agrabad, Chittagong.PSTN: 031-2516800Cell: 0155 015 0078 Fax: 031-2516802

Dampara, ChittagongIdris Center (1st floor), 444 M. M. Ali Road, Dampara Chittagong.PSTN: 031-2857866Cell: 0155 015 0079, 0155 0150080Fax: 031-2857899

Muradpur, ChittagongHolding 429/575 Muradpur, Sholosahar CDA Avenue, Chittagong.Mobile: 01550150026

Cox's BazarBTCL Bhavan, Motel Road , Cox's Bazar.Cell: 015 5015 0059PSTN: 0341-52444

BandarbanNuel Plaza (1st floor), Jahangir Bhaban, K B Road, (In front of Bandarban Sadar Thana), Bandarban.PSTN: 036-163422Cell: 0155 015 0096Fax: 0361-63588

KhagrachoriCourt Road, Diginala Road, Khagrachori.PSTN: 0371-61145Cell: 0155 015 0081 Fax: 0371-61149

RangamatiPaurashaba Market. Rangamati. PSTN: 0351-71195Cell: 0155 015 0095 Fax: 0351-71351

Comilla325/365 Jhawtola (1st Floor), Comilla.PSTN: 081-71111Cell: 015 5015 0068 Fax: 081-71114

KhulnaAmin Plaza (2nd Floor), 68/B, K D A, Avenue, Khulna.PSTN: 041-733946, 041-733947Cell: 015 5015 0065

Rajshahi282, Ahamad Plaza (2nd Floor), Alupotti, Ghoramara, Rajshahi.PSTN: 0721-812323, 0721-812324Cell: 015 5015 0063Fax: 0721-812333

SylhetR. N. Tower (1st Floor), Chowhatta, SylhetPSTN: 0821-724455, 0821-813033Cell: 015 5015 0067Fax: 0821-715500

HobigonjBTCL Compund, Hobigonj.Cell: 015 5015 7785Muradpur, ChittagongHolding # 429/575 Muradpur, Shollosahar, CDA Avenue, Chittagong. Cell: 0155 015 0026

BograIslamic Studies Group Bhaban (1st Floor)Station Road, Satmatha, Bogra.PSTN: 051-60000Cell: 015 5015 0064Fax: 051-60499

FaridpurBahadur Market14/111, Hazratala Mohalla, Faridpur Sadar, Goalchamat, Faridpur.PSTN: 0631-66670Cell: 015 5015 0075Fax: 0631-66673

Barisal01 no, East Bogra Road, (Ground floor of Hotel Ababil), Barisal.PSTN: 0431-2176011Cell: 015 5015 0066 Fax: 0431-2176012

Jessore4, BK Road, Bejpara, Jessore.Cell: 015 5015 7781, Fax: 0421-63555

KushtiaShatabdi Bhaban Market (2nd floor), 92, N.S Road, Thana Traffiq more, Kushtia.PSTN: 071-71009Cell: 015 5015 0097

PabnaTati Market (1st floor), Traffic Moor, Pabna.Cell: 015 5015 0070

Rangpur Rangpur Bhaban, Station Road Ground Floor,Rangpur.Cell: 015 5015 7787

DinajpurAlam Corporation, (1st Floor), Jail Road, Munshipara, Dinajpur.Cell: 0155 015 7782Fax: 0531-52680

6 4