ANNUAL REPORT 2009

Ventures Limited

CONTENTS

Vision and Mission Statements Corporate Information Key Financial Information Directors Report to the Shareholders Statement of Compliance with the Code of Corporate Governance Notice of Annual General Meeting Auditors Report to the Members Review Report to the Members Balance Sheet Profit and Loss Account Cash Flow Statement Statement of Changes in Equity Notes to the Financial Statements Consolidated Financial Statements Pattern of Shareholding Form of Proxy

2 3 4 5

9 11 18 20 21 22 23 24 25 40 72 74

VISION STATEMENT
To make AMZ Ventures Limited a profitable and sound financial institution with a strong investment portfolio and sustained business growth, resulting in value addition for all stakeholders.

MISSION STATEMENT
To invest in emerging businesses with the potential for market leadership To invest in a management team driven by ambition for success of the company. To run the affairs of the company with professional competence. To build up a diversified portfolio contributing significantly to the development of the company. To create strategic partnerships in key sectors of the economy that add value to the objectives of the company. Our goal is to be, not just an investor, but a productive partner working for the success of the company.

CORPORATE INFORMATION

KEY FINANCIAL INFORMATION

Balance Sheet (Significant Items only) Assets (Significant items only) Fixed assets Long term investment Long term loan Interest Accrued Short term loan and advances Equity & Liabilities (Significant items only) Equity Liabilities against assets subject to finance lease Short term finance 222,186,520 27,309,416 233.655.246 28,315,128 24,721,000 AS AT June 30, 2009 June 30, 2008 37,975,300 304,128,440 32,820,856 91,509,727 38,338,520 304,128,440 13,895,128 88,439,146

Profit & Loss Account (Significant items only) Revenue Share floatation charges Other administrative charges Finance Cost Loss for the year Loss per share

Year ended June 30, 2009 18,925,728 1,333,974 29,212,455 (11,468,726) (0.38)

Year ended June 30, 2008 4,542,289 2,585,521 27,951,892 (25,566,664) (0.85)

DIRECTORS' REPORT TO THE SHAREHOLDERS

AMZ Ventures Limited (AMZVL) was listed on the Karachi Stock Exchange in December 2004. It was set up as the AMZ Group's effort for the promotion and development of the venture capital concept in Pakistan. OPERATIONS REVIEW The fifth year of the Company's operation continued to be a difficult one for the Company primarily due to the lack of fresh resources and the existing debt burden. The management of your Company, in line with the previous year's strategy continued the cost cutting measures and focused on putting an effective marketing strategy in place for its US based subsidiary, Global Transcriptions Inc (GT), which is engaged in medical transcription. However business in the US has also been difficult due to the ongoing economic crisis in that country. Aggressive cost control in the payroll of foreign subsidiary GT while impacting revenues has also resulted in a positive gross profit margin. FINANCIAL REVIEW The year under review was the fifth full year of operations of the Company since its incorporation. Comparative financial results of the Company, both on an individual and consolidated basis, for the year under review are as follows:

Rupees in million AMZVL June 30, 2009 June 30, 2008 Stand Alone Consolidated Stand Alone Consolidated Turnover 18.925 49.176 4.542 41.616 Cost of services (33.413) (52.236) Gross profit/(loss) 18.925 15.761 4.542 (10.619) Marketing, distribution and other operating costs (1.334) (20.766) (2.585) (37.060) Amortization of Intangibles (2.624) (22.362) Gain/(Loss) on Sale of fixed assets Finance cost (29.212) (37.725) (27.951) (35.263) Other Income 0.152 0.428 Loss before tax (11.469) (45.353) (25.566) (105.304) Loss per share (0.38) (1.51) (0.85) (3.53) As similar to the last year, during the year under review, the Management of your company was mainly focused on new business opportunities for the company's US subsidiary, along with further curtailing and controlling of expenses. On stand alone basis: The Company earned a gross revenue of Rs. 18.925 million (2008: Rs. 4.542 Million) during the year through its normal operations of charging markup to its subsidiary. As during this year there were no capital loss on the investment portfolio in the listed securities as it was in the last year, the earning of the current year was quite stable. Finance cost on the borrowings of the Company was relatively increased due to increase in KIBOR rate evidenced during the year 2008-2009. On consolidated basis: during the year under review, turnover amounted to Rs. 49.176 million (2008:Rs. 41.616 million) representing an increase of 18% as compared to the previous year. This was mainly due
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to increase in charging markup to its subsidiary at a higher rate. However, the cost of service were under control and rest with Rs. 33.413 million (2008: 52.236 million ) mainly due to further curtailing of head counts and measures taken for the reduction in production cost in its US based subsidiary. Other operating expenses have been reduced due to write off of various non-operational liabilities. During the current amortization has only been charged to the Customer list of the US subsidiary as the cost incurred on the development of the Software by local subsidiary had already been fully amortized during the year 2007 2008. Finance cost were comparatively higher this year due to increase in KIBOR rate during 2008-2009. The loss before tax has been reduced by 57% during the current year. In consideration of the loss for the year under review, the Directors have not declared any dividend or bonus payout to the shareholders of the Company. M/s. Haroon Zakaria & Co. Chartered Accountants, the independent auditors of AMZ Ventures Limited (AMZVL) and AMZ Access (Pvt.) Ltd. have, in their audit report, highlighted the deteriorating financial position of the Company, and have qualified their current report by stating that the Company's ability to continue as a going concern is in doubt, and that the company may not be able to realize its assets and discharge its liabilities at stated amount. They have added that the Company should make a provision amounting to Rs. 304.128 million, as impairment against its investment in AMZ Access (Pvt.) Limited and Rs. 101.375 (2008: Rs. 85.375 million) against the latter's investment in AMZ Access Inc., USA. Similarly they also pointed that a trade receivables of Rs. 69.084 million from the foreign subsidiary are past due but no provision has been made in this financial statements. Your Company, however, refutes these findings as your management is now moving to re-profile the existing business model and actively negotiating with your company's existing creditors for financial relief. In this manner the Management is confident of maintaining your Company's status as a going concern. 1. BOARD OF DIRECTORS During the year under review, following changes took place on the Board of Directors. Name of Directors Mr. Yacoob S. Tabani Nature of Change Resigned Current Director Mr. Mahmood ul Haq

During the year under review, four Board meetings were held and attended as follows: Directors' Name Mr. Athar Haneef Naseem Shaikh Ms. Fauzia Hasnain Mr. Inaam-ul-Haque Mr. Yacoob Shakoor Tabani Mr. Shahid Hafeez Ahmed Mr. Dawood Nasir Paul Mr. Syed Qutub Ahmed Mr. Mahmood ul Haq Number of Meetings In Tenor Attended 4 4 4 2 4 4 4 2 4 4 1 1 1 3 3 2

Leave of absence was granted to directors who could not attend some of the Board meetings. CORPORATE GOVERNANCE The Company has taken measures to comply with the listing regulations regarding the Code of Corporate Governance, details of which are contained in the annexure to this report. The Directors hereby confirm the following as required by clause (xxix) of the Code of Corporate Governance: a) b) The financial statements, prepared by the management present fairly the Company's state of affairs, the result of its operations, cash flows and changes in equity. Proper books of account have been maintained.
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c) d) e) f) g) h)

Appropriate accounting policies have been consistently applied in preparation of financial statements. Further, accounting estimates are based on reasonable and prudent judgment. International Accounting Standards, as applicable in Pakistan, have been followed in preparation of financial statements. The system of internal control of the Company is in place and is sound in design and effectively monitored. There are no significant doubts upon the company's ability to continue as a going concern. No trades in the shares of the Company were carried out by the Directors, CEO, CFO, Company Secretary and their spouses and Minor Children. Statements regarding the following are annexed: 1. Key financial data for the last one year. 2. Pattern of shareholding

AUDIT COMMITTEE In compliance with the Code of Corporate Governance, the company has an audit committee comprising of the following members: Mr. Dawood Nasir Paul Mr. Mahmood ul Haq Mr. Syed Qutub Ahmed PATTERN OF SHAREHOLDING The pattern of shareholding as on June 30, 2009 is annexed to this report. EXIT FROM NBFC The license of the Company to act as a venture capital company expired on June 24, 2008. Instead of application for the renewal of license, the company through its letter dated May 26, 2008 has applied to the Commission presenting its intention to exit from the orbit of NBFC and to continue as a normal listed concern in the Karachi Stock Exchange. The Commission through its letter # NBFC/RS/JD-VS/AMZVL/1087/2008 provided its approval subject to the followings: i) surrender of the venture capital license. ii) Alter the Memorandum of Association of the Company in accordance with the decision of the Board. iii) Change the name of the Company so as to not include "Ventures" in line with the decision, and iv) intimate every stakeholder regarding the change in the nature of business. AMZ Ventures has surrendered its NBFC License to the Commission through its letter dated June 26, 2009, similarly, also applied to the Securities & Exchange Commission of Pakistan, Companies Registration Office, Karachi for the change of name of the Company and object clauses of the Memorandum of Association of the Company through its letter dated July 9, 2009. The SECP, Companies Registration office, Karachi through its letter # K-0047450/Com/2008/5509 dated October 08, 2009 has instructed to pass the resolutions related to the Change of Name and business as Special Resolutions. Therefore, in the forthcoming Annual General Meeting of the Company for which Notice of AGM-2009 is appended in the section Notice of Annual General Meeting, Special Business has to be conducted to pass such Special Resolutions. AUDITORS The auditors, M/s Haroon Zakaria & Co. Chartered Accountants retire and being eligible offers themselves for reappointment.
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(Chairman) Member Member

FUTURE STRATEGY CONTINUATION AS A NORMAL LISTED CONCERN As mentioned above, in order to comply the requirement of the exit of Company from NBFC and in line with the instructions of the Securities & Exchange Commission of Pakistan, the Company has placed Special Business in the Notice of Annual General Meeting to be held on October 31, 2009 in which the Members will be required to resolve the proposed change of the name of the Company and its revised Memorandum and Articles of Associations in terms of deletions of various object clauses pertained with the business of Venture Capital. After passing these resolutions by the members, new dimensions of the company will be ascertained to cater the profitability of the Company. ACKNOWLEDGEMENT We wish to place on record our thanks to the Securities & Exchange Commission of Pakistan, the Karachi Stock Exchange and the State Bank of Pakistan for their continued guidance and support. We are also thankful to our shareholders for their understanding and support of our business strategy and unique business model and of course their trust and confidence reposed in the Board of Directors and the management team of the company. We would also like to place on record our appreciation for the commitment and hard work put in by the members of the management and staff. For and on behalf of the Board of Directors

________________________ Athar Haneef Naseem Shaikh Chairman & Chief Executive

Dated: October 10, 2009

STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE

A. Statement of Compliance with the Code of Corporate Governance This statement is being presented to comply with the Code of Corporate Governance contained in the listing regulations of Karachi Stock Exchange for the purpose of establishing a framework of good governance, whereby a listed company is managed in compliance with the best practices of corporate governance. The Company has applied the principles contained in the Code in the following manners: 1. The Company encourages representation of independent non-executive directors and directors representing minority interests on its Board of Directors. At present the Board includes six independent non-executive directors. 2. The directors have confirmed that none of them is serving as a director in more than ten listed companies, including this Company. 3. All the resident directors of the Company are registered as taxpayers and none of them has defaulted in payment of any loan to a banking company, a DFI or an NBFC or, being a member of a stock exchange, has been declared as a defaulter by that stock exchange. 4. Casual vacancy incurred during the year dully filled up. 5. The Company has prepared a 'Statement of Ethics and Business Practices', which has been signed by all the directors and employees of the Company. 6. The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the Company. A complete record of particulars of significant policies along with the dates on which they were approved or amended has been maintained. 7. All the powers of the Board have been duly exercised and decisions on material transactions, including appointment and determination of remuneration and terms and conditions of employment of the CEO and other executive directors, have been taken by the Board. 8. The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose and the Board met at least once in every quarter. Written notices of the Board meetings, along with agenda and working papers, were circulated at least seven days before the meetings. The minutes of the meetings were appropriately recorded and circulated. 9. The members of the Board have attended not attended orientation course during the period as the directors feel that they are completely familiar of their duties and responsibilities. 10. The Board has approved appointments of CFO, Company Secretary and Head of Internal Audit, including their remuneration and terms and conditions of employment, as determined by the CEO. 11. The directors' report for this year has been prepared in compliance with the requirements of the Code and fully describes the salient matters required to be disclosed. 12. The financial statements of the Company were duly endorsed by CEO and CFO before approval of the Board. 13. The directors, CEO and executives do not hold any interest in the shares of the Company other than that disclosed in the pattern of shareholding. 14. The Company has complied with all the corporate and financial reporting requirements of the Code. 15. The Board has formed an Audit Committee. It comprises three members, which are all non-executive directors including the Chairman of the Committee.
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STATEMENT OF COMPLIANCE WITH THE CODE OF CORPORATE GOVERNANCE

16. The meetings of the Audit Committee were held at least once every quarter prior to approval of interim and final results of the Company and as required by the Code. The terms of reference of the Committee have been formed and advised to the Committee for compliance. 17. At present the company has outsourced the functional of Internal Audit Department to a firm of Chartered Accountants and is in the process of setting up its own Internal Audit Department for an effective internal audit function manned by suitably qualified and experienced personnel who are conversant with the policies and procedures of the Company and they are involved in the internal audit function on a full time basis. 18. The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the quality control review programme of the Institute of Chartered Accountants of Pakistan, that they or any of the partners of the firm, their spouses and minor children do not hold shares of the Company and that the firm and all its partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by Institute of Chartered Accountants of Pakistan. 19. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the listing regulations and the auditors have confirmed that they have observed IFAC guidelines in this regard. 20. We confirm that all other material principles contained in the Code have been complied with.

B.

STATEMENT OF COMPLIANCE WITH THE BEST PRACTICES ON TRANSFER PRICING The company has fully complied with the best practices on Transfer Pricing as contained in the respective Listing regulations of the Karachi Stock Exchange in respect of all transactions carried out during the year ended Jun 30, 2009.

Karachi October 10, 2009

ATHAR HANEEF NASEEM SHAIKH Chairman & Chief Executive

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Notice of Annual General Meeting

Notice is hereby given that the 5th Annual General Meeting of AMZ VENTURES LIMITED will be held on Saturday October 31, 2009 at the Company registered office 19th floor, Tower-B, Saima Trade Towers, I.I.Chundrigar Road, Karachi-74000 at 08:30 a.m. to transact the following business: ORDINARY BUSINESS 1. To confirm the minutes of the last Annual General Meeting held on October 29, 2008.

2. To receive, consider and adopt Annual Audited Accounts for the year ended June 30, 2009, together with the Reports of the Directors' and Auditors' thereon. 3. To appoint Auditors for the ensuing year and to fix their remuneration. The present Auditors M/s. Haroon Zakaria & Co. Chartered Accountants retire and being eligible, have offered themselves for re-appointment. 5. To transact such other business as may be placed before the meeting with the permission of the Chairman. SPECIAL BUSINESS 1. In order to comply with the requirements of the Commission through its letter # NBFC/RS/JD VS/AMZVL/1087/2008 related to the approval of AMZ Ventures Limited to exit from the NBFC and to operate as a normal listed concern in the Karachi Stock Exchange, the Commission required the Company to change the name and objects clause of the Company in accordance with the decision of the Board which do not include "Ventures" in line with the decision. At the recommendation of the Board, the Shareholders of the Company are required to consider and if thought fit approve the change of name of the Company to " WHITEBAY LIMITED" and also to modify and change the Objects clause of the Memorandum of Association of the Company so as to delete all references to Venture Capital business and change the same to the related business and to pass Special Resolutions accordingly. The proposed Special Resolutions related to these changes are exhibits in the Statement under section 160(1)(b) and are enclosed with this notice to be circulated to the members which will be resolved as these are deemed fit by the members. Karachi dated: October 11, 2009 By Order of the Board Muhammad Shahid Jamal Company Secretary Notes: 1. Share Transfer Books will be closed from October 26, 2009 to October 31, 2009 (both days inclusive). 2. A member entitled to attend and vote at the meeting may appoint a proxy in writing to attend the meeting and vote on the member's behalf. A Proxy need not be a member of the Company. 3. Duly completed form of proxy must be deposited with the Company Secretary at the office of Company, situated at 19th floor, Tower-B, Saima Trade Towers, I.I.Chundrigar Road, Karachi-74000, not later than 48 hours before the time appointed for the meeting.
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4. Shareholders are requested to notify any change in their address immediately to our Shares Registrar M/s. THK (Pvt.) Limited Ground Floor, State Life Building # 3, Dr. Ziauddin Ahmed Road, Karachi-75530, Pakistan. UAN: 111-000-322, Fax: 92-21-5655595. 5. CDC account holders will further have to follow the guidelines issued by the Securities & Exchange Commission of Pakistan for attending the meeting. 6. Any person who seeks to contest the Election of Directors of the Company shall file the following with the Company Secretary at the Registered Office of the Company not later than fourteen (14) days before the day of the above said Meeting: His/her intention to offer himself/herself for Election of Directors in terms of section 178(3) of the Companies Ordinance 1984, together with: a) b) Consent on form-28 as prescribed by the Companies Ordinance, 1984. A declaration with consent to act as Director as prescribed vide clause (ii) of the Code of Corporate Governance of the SECP confirming his/her awareness of duties and powers of the Directors under the Ordinance , listing regulations of the Stock Exchanges and the Memorandum and Articles of Association of the Company. c) A declaration in accordance with clause (iii) and (iv) of the Code besides declaring that he/she is not ineligible to become a Director of the Company under any circular or directive of SECP. AMZ VENTURES LIMITED STATEMENT UNDER SECTION 160(1)(B) OF THE COMPANIES ORDINANCE 1984. In order to comply with the requirements of the Commission through its letter # NBFC/RS/JDVS/AMZVL/1087/2008 related to the approval of AMZ Ventures Limited to exit from the NBFC and to operate as a normal listed concern in the Karachi Stock Exchange, the Commission required to change the name and objects of the Company in accordance with the decision of the Board which do not include "Ventures" in line with the decision. The Board decided to change the name of the company as "WHITEBAY LIMITED" and also decided to change the business of the company from Venture Capital Company to Normal related business. Therefore, the following special resolutions related to these changes are required to be passed as enumerated below and will be resolved as these deem fit. The Documents related to this statement can be viewed in the AGM-2009 to be held on October 31, 2009 at the registered office of the Company. RESOLVED THAT:The name of the Company be and is hereby changed from AMZ Ventures Limited to "WHITEBAY LIMITED" subject to availability of name with SECP and subject to such further approvals as may be required from any regulatory authority. RESOLVED FURTHER THAT: The Memorandum of Association of the Company be and is hereby amended and modified by way of replacement and substitution of the following Clause I and Clause III in its entirely, subject to necessary approval of SECP and such further formalities as may be required under law:RESOLVED FURTHER THAT: subclauses1,3,4,5,6,7,8,10,12,13,14,15,16,17,22,23,24,25,26,27,28,29,30,31,32,33,34,35,36,37,38,41,42 ,43,44&52 of Clause III of the Memorandum of Association will be deleted in line with the exclusion of Venture Capital business. Text of these sub clauses are reproduced below for reference purposes."
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1. To act as a venture capital company in terms of the Non-Banking Finance Companies Rules, 2003 and for such purpose engage in financing any venture project through equity or other instruments whether convertible into equity or not and provide managerial and/or technical expertise to venture projects, or act as a management company for management of venture capital fund. 3. To carry on or to conduct all or any of the business of financiers, promoters, underwriters, agents, trustees and liquidators of companies, firms, and individuals and to undertake or participate in the issue, reissue, floatation or conversion of , stocks, debenture stock, bonds, obligations and securities either directly or through or jointly with any other company, firm or individual. 4. To carry on the business of unit trusts and mutual funds, asset management and fund management and investment advisory and to organize, promote, form, create, establish, support, manage, operate and administer unit trusts and mutual funds schemes of any type or character, and to act as the management company for open-end unit trusts and closed-end mutual funds and schemes and to offer, issue, sell, hold, repurchase and accept the surrender of units and mutual fund certificates to the local and foreign private or public investors, including institutions, companies, agencies, statutory corporations, entities, government and semi-government institutions and trusts. 5. To conduct and/or be involved in either as lead manager or participating institution, financial advisory or financial services for profit. 6. To carry on and undertake the business of leasing and lease operations of all kinds and provide assistance to acquisition on lease including purchasing, selling, hiring or selling on hire all kinds of machinery, plant and equipment of every kind and description, oil rigs, helicopters, ships, air crafts, automobiles, computers and consumer, commercial and industrial goods, intensive seismic equipment and satellite based data communication system. 7. To provide advisory and consulting services relating to leasing, and to carry on and undertake the business of purchasing, selling on repurchase of all kinds of machinery, plant and equipment, within the scope of the leasing policy of the Company. 8. To carry on the business of discount, acceptance and guarantee house by issue, purchase, sale, distribute, arrange, accept, co-accept, discount, rediscount, underwrite and guarantee of Securities, Certificate of Investments, Certificate of Deposit, Commercial Paper, Participation Term Certificate, Term Finance Certificates, Bonds and Bills or any financial instrument issued in and outside Pakistan by any government or any authority or body corporate, entity, corporation, association, persons, whether in public or private sector, both in primary or secondary market or money market, to purchase receivables and book debts, to manage cash and funds for others, to borrow with or without security in any currency from any Source, to negotiate loans, to undertake portfolio management, advisory and consultancy services and to act as primary dealer, market maker, agent and broker in Government debt Instruments and other securities. 10. To avail, obtain, collect and ascertain the information of trading and price fluctuation at the local, national and international markets, stock exchanges, bullion markets, financial and investment institutions, establishments, enterprises, commodity and metal markets, financial markets; and to analyse, tabulate and computerize such information, for exporters, importers, institutions, individuals, distributors and business houses, according to their requirements for monetary consideration. 12. To carry on business and to act as traders, brokers, merchants, associates, members, representatives, arbitrators, administrators, liquidators, receivers, promoters, commission agents or agents or in any other capacity except managing agency in any part of the world, and to import, export, buy, sell, barter, exchange, or otherwise deal in goods, land, building, bullion, securities commodities, financial instruments, currencies, produce, articles and merchandise of every kind and description in any part of the world.
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13. To provide long term finance to any person or persons or co-operative society or association of persons or body of individuals either at interest or without and/or with or without any security for construction, purchase, enlarge, or repair of any houses, flats, raw houses, bungalows, rooms, huts used for residential purposes either in total or part thereof or to purchase any free hold or leasehold lands, estate or interest in any property to be used for residential purposes. 14. To build, take on lease, purchase or acquire in any manner whatsoever any apartments, houses, flats, bungalows, raw houses, rooms & huts or other accommodation for residential use and to let or dispose of the same on any system of installment payment basis, rent, purchase basis or by outright sale whether by private treaty or in any other mode of disposition all or any integral part thereof. 15. To assist, encourage, sponsor and facilitate the participation of private, public and foreign capital in the creation, acquisition, expansion or modernization of commercial concerns and organizations primarily engaged in activities relating to technology, media and telecommunications including but not limited to techniques for information technology, IT enables Services, software development, content development for media, animation, computer graphics, whatsoever, through any company, corporation, firm or any other person or concern. 16. To assist, cooperate, collaborate or participate under any financial, joint venture or any other arrangement with any company, corporation, firm or other person or concern. 17. To enter into working arrangements of all kinds with other companies, corporations, firms or any other persons or concerns, and also make and carry into effect arrangements with respect to union of interests either, in whole or in part or any other arrangements with any other companies, corporations, firms or any other persons or concerns. 22. To directly and/or indirectly acquire, operate, manage and/or maintain the business of telephone answering service, call centres and other business process outsourcing companies. 23. To carry on the business as manufacturers/developers of computer internet programmes and word processors, data processors, outsourcing services and related issues, computer aided drafting specialists, computer based composers and publishers, software developments of every kind, consultants, designers, wholesalers, retailers, agents for the sale of and general merchants, dealers, suppliers and distributors of computer software, hardware, ancillary and allied equipment of every and any description; 24. To obtain, develop, promote, deal in, supply connections and provide back up, support services and training for Electronic Mail (E-Mail), Internet or any other form of computer or electronically transmitted or based communication technology that might be developed in the future including all related hardware, software and ancillaries; 25. To provide information technology (IT) related services, including but not limited to IT-enabled remote services such as call centers, customer relationship management, data processing, back office services, graphic design and other data-intensive professional services, which includes design, development and integration of software as well as any other technology intensive manufacturing or services (whether real or virtual); 26. To provide modern and innovative services and products in the field of information technology, computers and communications, services and products will include design, development and complete implementation of national and international internet, wireless payphone, telephone service, card payphone service, cellular service, radio service and all associated computer and communication services subjects to any permission as required under the law; 27. To acquire advanced telecommunication technology, E-Mail, internet, fax and exchange services, and provide both project and bureau services associated with this technology, project services include feasibility
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studies, consultation, project implementation, market development, foreign agency services, import services, maintenance, computer software customization, optimization and system integration; 28. To undertake projects relating to the promotion of communication services, carry out installation, wiring, commissioning, civil works, engage its business and commercial activities and provide human resources for skilled, semi-skilled and un-skilled jobs; 29. To set up a countrywide network for installation of C.P.P. (card payphone), scratch card, cable network. All systems later on introduced in value added, communication services, procure equipment and arrange its management, operations and maintenance; 30. To provide cable television distribution services, to install and provide cable television network and to provide all other services in connection with cable television networking subject to permission as required by law; 31. To carry on the business of sellers, buyers, warehouses, importers, exporters, assemblers, processors, stockists, packers or dealers in any legal form for personal lap-top, main frame, mini and / or micro computers, computer hardware, computer software, hardware back up systems, diagram masters, computer micro chips, supply boards, dot matrix, laser, ink-jet or any other kind of printers. plotters, scanners, monitors, floppy and hard disks their drives, computer related lasers / compact disks, CD-ROM and CD-Drives, ancillary and allied equipment of every and any description that is available in the local / international market or may be available in the future; 32. To carry on the business of advisors of computer language and codes, punch card operators and as consultants and advisors into all aspects of the computer technology and allied industries, and to undertake the business of computer stationary, peripheral equipment of all kinds and to supply of such staff and other personnel that may be required by persons having dealings with Company and to undertake, perform and carryout all services in connection with the computer trade and industry; 33. To run training institutions for the training of accounting, auditing, computer programming, computer auditing, system designing, computer aided drafting, feasibility studies, and provide maintenance and management related services to persons, corporations, forms, statutory bodies and autonomous and semiautonomous corporations as permissible under the law; 34. To publish operating manuals, instructions guides and computer books related to computer software, hardware, marketing or other aspects of the industry; 35. To develop, install, advise or promote computer network including all or any type of ancillaries including hardware, software, personnel back-up, training and alter sale service; 36. To carry on and undertake trading business of all sorts and to act as indentors, importers, exporters, traders, suppliers and commission agents of products, commodities and materials in any form or shape manufactured or supplied by any company, firm, association of persons, body, whether incorporated or not, individuals. Government (Federal or Provincial), semi-Government/Autonomous agencies, departments, authorities, bodies (corporate or statutory), corporations subject to such permission as required under the law; 37. To carry on in or outside Pakistan the business of manufacturing, importers, exporters, indentors, transporters, dealers in all articles and commodities akin to or connected with any of the business of the Company capable of being conveniently carried on or necessary for the promotion of the objects herein contained, as permissible under the law. 38. To carry on agency business (except managing agency) and to acquire and hold selling agencies and to act as selling agents, business processing agents, commission agents, manufactures' representatives and distributing agents of and for the distribution of all kinds of merchandise, goods, commodities, products,
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materials, substances, articles and things whether finished, semi-finished, raw, under process, refined, treated or otherwise pertaining to trade and commerce and for that purpose to remunerate them and to open and maintain depots and branches; 41. To purchase, take in exchange or on lease, rent, occupy or otherwise acquire any lands, hereditaments and estates and any property and effects therein or used or connected therewith and to acquire any grants, concession, leases, rights, easements, licenses, privileges and any other interests in land; 42. To acquire, erect, construct, lay down, enlarge, replace, balance, modernize, alter and maintain any buildings, works, plant and machinery necessary or convenient for the Company's business; 43. To sell, lease, improve, manage, develop, mortgage, exchange, turn to account or otherwise charge or deal with, dispose of absolutely, conditionally, or for any limited interest and grant any leave or license in respect of all or any of the property, rights or privileges of the Company, and to distribute in specie as dividend or bonus any money, , debentures or debenture stock that may be accepted as consideration for any such sale, lease, exchange or other disposition; 44. To sell, transfer or give any option of purchase over the whole or any part of the projects undertaken by the Company or the property and assets of the Company for such consideration and on such terms as the Company may think fit; 52. To pay for any property, rights or benefits acquired by the Company either in cash or in or other securities with such rights, in respect of dividend or otherwise, as may be deemed fit by the Company or by any securities which the Company has power to issue or partly in one mode and partly in another and generally on such terms as the Company may approve; RESOLVED FURTHER THAT: the Articles of Association of the Company be and is hereby modified as follows:(i) In definitions, sub-clause (d) be modified as follows (d) Company" means "WHITEBAY LIMITED."(formerly AMZ Ventures Limited)

(ii) The following provisions of the Articles will replace the existing provisions in their entirety: OPERATING POLICY The Company's Operating Policy will be determined by its Board of Directors in accordance with the provisions of such conditions as shall be from time to time prescribed under the Companies Ordinance 1984. FORM OF TRANSFER The instrument of transfer of any share shall be in writing in the following form or in any usual or common form which the Directors shall approve.
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I/We,

of

in consideration of the sum of Rs.

paid to me/us by to

of (the "Transferee") do hereby transfer to the Transferee the share(s), numbered

inclusive in WHITEBAY LIMITED (formerly AMZ Ventures Limited) to hold unto the Transferee, his executors, administrators and assigns, subject to the several conditions on which I/We held the same at the time of the execution hereof, and I/We, the Transferee, do hereby agree to take the said share (or shares) subject to the conditions aforesaid. As witness our hands this TRANSFEROR Signature Full Address Nationality Occupation Full Address Witness Signature Full Address Witness Signature Full Address day of TRANSFEREE Signature Full Name, Father's/Husband's Name .

FORM OF PROXY Any instrument appointing a proxy may be in the following form, or in any other form which the Directors shall approve: I, of in the district of being a Member of WHITEBAY LIMITED (formerly AMZ as my proxy to vote for me and on my behalf at the annual and at any adjournment thereof. day of Ventures Limited) hereby appoint day of Signed this

or extraordinary, (as the case may be) General Meeting of the Company to be held on the

The Directors of the Company have no interest in the above Special Resolutions except in their capacity as members / shareholders."

17

AUDITORS REPORT TO THE MEMBERS

We have audited the annexed balance sheet of AMZ VENTURES LIMITED as at June 30, 2009 and the related profit and loss account, cash flow statement and statement of changes in equity together with the notes forming part thereof, for the year then ended and we state that we have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit. It is the responsibility of the Company's management to establish and maintain a system of internal control, and prepare and present the above said statements in conformity with the approved accounting standards and the requirements of the Companies Ordinance, 1984. Our responsibility is to express an opinion on these statements based on our audit. We conduct our audit in accordance with the auditing standards as applicable in Pakistan. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the above said statements are free of any material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the above said statements. An audit also includes assessing the accounting policies and significant estimates made by management, as well as, evaluating the overall presentation of the above said statements. We believe that our audit provides a reasonable basis for our opinion and, after due verification, we report that: a) the Company has not charged impairment to profit and loss account on investment in its subsidiary for which going concern assumption is inappropriate. Had the impairment been recorded, loss for the year would have been increased by Rs. 304.128 million (2008: 304.128 million). during the year the Company has incurred net loss of Rs. 11.468 million (2008: 25.57 million) and its accumulated losses reached to Rs.77.814 million (2008: 66.35 million). Its current liabilities exceed its current assets by Rs.119.96 million (2008: 89.70). The company has applied for exit from the ambit of Non Banking Finance Companies as discussed in note - 1.4 to these financial statements. The Company's financing arrangements have been expired and rescheduling of borrowings is unlikely. As discussed in Note - 1.4, the Company intends to enter in the technologies business whose success is dependent on the availability of finance and profitable market. These factors create uncertainty which may cast significant doubt about the company's ability to continue as a going concern accordingly company may not be able to realize its assets and discharge its liabilities at stated amount. The financial statements do not disclose this fact. in our opinion, subject to (a) and (b) above, proper books of accounts have been kept by the Company as required by the Companies Ordinance, 1984; in our opinion: i) subject to (a) and (b) above, the balance sheet and profit and loss account together with the notes thereon have been drawn up in conformity with the Companies Ordinance, 1984, and are in agreement with the books of account and are further in accordance with the accounting policies consistently applied; the expenditure incurred during the year was for the purpose of the Company's business; and the business conducted, investments made and the expenditure incurred during the year were in accordance with the objects of the Company;

b)

c) d)

ii) iii) e)

in our opinion, because of the effects of the matters discussed in the paragraphs (a) and (b) above, the financial statements do not give a true and fair view of the financial position of AMZ VENTURES LIMITED as of June 30, 2009 and of its financial performance and its cash flows and equity for the year then ended in accordance with International Financial Reporting Standards and do not give the information required by the Companies Ordinance, 1984, in the manner so required. f) In our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980).
18

financial position of AMZ VENTURES LIMITED as of June 30, 2009 and of its financial performance and its cash flows and equity for the year then ended in accordance with International Financial Reporting Standards and do not give the information required by the Companies Ordinance, 1984, in the manner so required. f) In our opinion, no Zakat was deductible at source under the Zakat and Ushr Ordinance, 1980 (XVIII of 1980).

Place: Karachi Dated: October 10, 2009

HAROON ZAKARIA & COMPANY CHARTERED ACCOUNTANTS

19

REVIEW REPORT TO THE MEMBERS ON STATEMENT OF COMPLIANCE WITH THE BEST PRACTICES OF THE CODE OF CORPORATE GOVERNANCE
We have reviewed the Statement of Compliance with the best practices contained in the Code of Corporate Governance (the Statement ) prepared by the Board of Directors of AMZ Ventures Limited (the Company) to comply with the Listing Regulations of the Karachi Stock Exchange where the Company is listed. The responsibility for compliance with the Code of Corporate Governance is that of the Board of Directors of the Company. Our responsibility is to review, to the extent where such compliance can be objectively verified, whether the Statement of Compliance reflects the status of the Company's compliance with the provisions of the Code of Corporate Governance and report if it does not. A review is limited primarily to inquiries of the Company personnel and review of various documents prepared by the Company to comply with the Code. As part of our audit of financial statements we are required to obtain an understanding of the accounting and internal control systems sufficient to plan the audit and develop an effective audit approach. We have not carried out any special review of the internal control system to enable us to express an opinion as to whether the Board's statement on internal control covers all controls and effectiveness of such internal controls. Based on our review, except for the non compliance as stated in paragraph (9) of the statement, nothing has come to our attention, which causes us to believe that the statement of compliance does not appropriately reflect the Companys compliance, in all material respects, with the best practices contained in the code of Corporate Governance as applicable to the Company for the year ended June 30, 2009.

Place: Date:

Karachi October 10, 2009

Haroon Zakaria & Co. Chartered Accountants

20

BALANCE SHEET AS AT JUNE 30, 2009

ASSETS NON- CURRENT ASSETS Property and equipment Long term investment Deferred cost Long term deposits CURRENT ASSETS Current maturity of long term lease deposits Interest accrued Short term loan and advances Prepayment and other receivable Cash and bank balances 7 8 9 10 11 32,820,856 91,509,727 35,100 6,978 124,372,661 466,523,901 152,500 13,895,128 88,439,146 1,315,100 14,226 103,816,100 446,710,888 Note 2009 Rupees 2008

4 5 6 7

37,975,300 304,128,440 47,500 342,151,240

38,338,520 304,128,440 380,328 47,500 342,894,788

EQUITY AND LIABILITIES SHARE CAPITAL AND RESERVES Authorized share capital 100,000,000 Ordinary shares of Rs 10 each Issued, subscribed and paid-up share capital Accumulated loss SHARE HOLDER EQUITY NON-CURRENT LIABILITIES Long term Finance Liabilities against subject to finance lease CURRENT LIABILITIES Current and overdue portion of long term liabilities Short term finance Creditors, accrued and other liabilities Accrued mark up CONTINGENCIES AND COMMITMENTS

12 14

1,000,000,000 300,000,000 (77,813,480) 222,186,520 162,309,004 48,128,021 33,900,356 244,337,381 466,523,901

1,000,000,000 300,000,000 (66,344,754) 233,655,246 19,536,437 143,778,691 24,721,000 18,540,569 6,478,945 193,519,205 446,710,888

15 16 17 18 19 20 21

The annexed notes form an integral part of these financial statements.

Chairman & Chief Executive

21

Director

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2009
Note Revenue - Net Administrative expenses Financial cost 22 23 24 2009 Rupees 2008 4,542,289 2,585,521 27,951,892 30,537,413 (25,995,124) 428,460 (25,566,664) (25,566,664) (0.85)

18,925,728 1,333,974 29,212,455 30,546,429 (11,620,701) 151,975 (11,468,726) (11,468,726)

Other income Loss before taxation Taxation Loss for the year Loss per share - basic and diluted

25

26

(0.38)

The annexed notes form an integral part of these financial statements.

Chairman & Chief Executive

22

Director

CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2009
2009 Note Rupees 2008

CASH FLOW FROM OPERATING ACTIVITIES Cash used in operations after working capital changes Decrease in long term deposits Net cash generated from operating activities CASH FLOW FROM INVESTING ACTIVITIES Proceeds from disposal of fixed assets Net cash generated from investing activities CASH FLOW FROM FINANCING ACTIVITIES Finance cost paid Long term finance Repayment of lease liabilities Short term finance - net Net cash used in financing activities Net (decrease) in cash and cash equivalent Cash and cash equivalent at beginning of year Cash and cash equivalent at end of year

27

25,887,731 152,500 26,040,231

15,963,632 15,963,632

186,330 186,330

11

(506,684) (412) (1,005,712) (24,721,000) (26,233,809) (7,248) 14,226 6,978

(28,254,032) (4,873,490) 16,971,000 (16,156,522) (192,890) 207,116 14,226

The annexed notes form an integral part of these financial statements.

Chairman & Chief Executive

23

Director

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2009
Ordinary Ordinary Class A Class B Accumulated shares shares Total loss Total Equity ---------------------------------------Rupees---------------------------------------Balance as at June 30, 2007 Recognized loss for the year Balance as at June 30, 2008 Recognized loss for the year Balance as at June 30, 2009 225,000,000 225,000,000 225,000,000 75,000,000 300,000,000 (40,778,090) (25,566,664) (66,344,754) (11,468,726) (77,813,480) 259,221,910 (25,566,664) 233,655,246 (11,468,726) 222,186,520

75,000,000 300,000,000 -

75,000,000 300,000,000

The annexed notes form an integral part of these financial statements.

Chairman & Chief Executive

24

Director

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2009
1. STATUS AND NATURE OF BUSINESS 1.1. AMZ Ventures Limited (the Company) was incorporated in Pakistan as a Public Limited Company on May 13, 2004 under the Companies ordinance, 1984. The Company was listed on the Karachi Stock Exchange on December 13, 2004. The registered office of the Company is situated at 19th Floor, Tower B, Saima Trade Tower, I.I. Chundrigar Road, Karachi, Pakistan. The Company is licensed to undertake Venture Capital Investments business as a Non-Banking Finance Company (NBFC) in accordance with Rule 5 of the NBFC's and notified entities regulations 2007(NBFC). (Refer Note - 1.4) 1.2. The principal activity of the Company is to invest in rapidly growing companies, purchase equity securities, assist in the development of new products or services and also to add value to a Company through active participation or to act as a management Company for the management of the venture capital fund. currently, the company has invested in a wholly owned subsidiary AMZ Access (Private) Limited to finance the acquisition of US based medical transcription companies, to facilitate an expansion in existing infrastructure and utilize capacity of AMZ Access (Private) Limited to accommodate the anticipated additional business volumes, and to cater the working capital requirements of the local operations. The Securities and Exchange Commission of Pakistan (SECP) has allowed the Company to expose more than 40% of its equity attributable to venture capital investment segment to any single person or group of companies, in relaxation of former Rule 22 (a) of the NBFC Rules, 2003 (Revised Rule 34 of the revised NBFC and Notification entities Regulation, 2007) in terms of Rule 84 of the NBFC Rules. 1.3. The group comprises: Holding Company AMZ Ventures Limited Direct subsidiary AMZ Access (Private) Limited Indirect subsidiaries AMZ Access Inc. (subsidiary of AMZ Access (Private) Limited) Global Transcriptions (subsidiary of AMZ Access Inc.) 1.4. During the year Company has incurred loss of Rs. 11.5 million (2008:25.57 million) and its accumulated losses are increased to Rs.77.8 million (2008: 66.3 million). The license of Company has expired on June 24, 2008 and instead of its renewal, the Company has applied through its letter dated May 26, 2008 for the determination of the formalities required to be completed for the exit of the Company from the orbit of the NBFC and to be continued to operate as a normal listed concern. The SECP vide its letter No NBFC/RS//JD VS AMZVL/1087/2007 dated December 18, 2008 has approved the exit from the ambit of NBFC with certain conditions that are accordingly fulfilled by the Company except that formalities are pending for alteration in Memorandum relating change of name and object clause and posting of changes to the official website of the Company. The Company intends to continue in the technologies business through support of its Group companies and also expect that lender Institutions will reschedule the loan obligations after above event has taken place . Owing to discussed factors these financial statements have been prepared on the basis of going concern assumption. 2. BASIS OF PREPARATION 2.1. STATEMENT OF COMPLIANCE These financial statements have been prepared in accordance with approved accounting standards, as applicable in Pakistan. Approved accounting standards comprise of such International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as are notified under the Companies Ordinance, 1984, provisions of and directives issued under the Companies Ordinance, 1984. In case requirements differ, the provisions of or directives issued under the Companies Ordinance, 1984 shall prevail.
25

2.2.

Basis of Measurement These financial statements have been prepared under the historical cost convention except as otherwise disclosed in these financial statement. Further accrual bases of accounting is followed except for cash flow statement.

2.3.

Functional and presentation currency These financial statements are presented in Pak Rupees, which is the functional and presentation currency of the Company and rounded off to the nearest rupee.

2.4.

Use of Estimates And Judgments The preparation of financial statements in conformity with approved accounting standards, as applicable in Pakistan, requires management to make judgments, estimates and assumptions that affect the application of policies and the reported amounts of asset, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are as follows:

2.4.1

Property and Equipment The Company estimates the rate of depreciation of property and equipment. Further, the Company review the value of the assets for possible impairment on an annual basis. Any change in the estimates in future years might affect the carrying amounts of the respective items of property and equipment with a corresponding effect on the depreciation charge and impairment.

2.4.2

Impairment The Company estimate at each balance sheet date whether there is any indication that the investment may be impaired. If such indication exists, the carrying amount of investment is reviewed to assess whether it is recorded in excess of the recoverable amount. Where carrying amount exceeds the recoverable amount, investment is written down to the recoverable amount.

2.5. a)

Standards, Interpretations and Amendments To Published Approved Accounting Standards Initial application of a standard or an interpretation The Company has adopted the following new and amended IFRS and IFRIC interpretations as of July 01, 2008. IFRS - 7 IFRIC - 12 IFRIC - 13 IFRIC - 14 Financial Instruments: Disclosures Service concession arrangements Customer loyalty programs; and IAS 19 - The limit on defined benefit asset, minimum funding requirement and there interactions.
26

Adoption of these standards and interpretations did not have any material effect on the financial statements of the Company except for certain additional disclosures in respect of IFRS 7 included in the relevant notes to the financial statements. b) Amendments to published standards not yet effective The following revised standards and interpretations with respect to approved accounting standards as applicable in Pakistan would be effective from the dates mentioned below against the respective revised standard and interpretation: Standards or interpretation IAS 1 - Presentation of Financial Statements (Revised) IAS 23 - Borrowing Costs (Revised) IAS 27 - Consolidated and Separate Financial Statements (Revised) IAS 32 - Financial Instruments (Amended) IAS 39 - Financial Instruments Recognition and Measurement (Amended) IFRS 2 - Share-based Payment (Amended) IFRS 3 - Business Combinations (Revised) IFRS 8 - Operating Segments IFRIC 15 - Agreement for the Construction of Real Estate IFRIC 16 - Hedge of Net Investment in a Foreign Operation IFRIC 17 - Distribution of Non-Cash Assets to Owners IFRIC 18 - Transfer of Assets from Customers Date January 01, 2009 January 01, 2009 January 01, 2009 January 01, 2009 January 01, 2009 January 01, 2009 July 01, 2009 January 01, 2009 January 01, 2009 October 01, 2009 July 01, 2009 July 01, 2009

"The Company expects that the adoption of the above standards and interpretations will have nomaterial impact on the Companys financial statements in the period of initial application other han certain changes and / or enhancements in the presentation and disclosures of financial tatements. 3. 3.1. SIGNIFICANT ACCOUNTING POLICIES Property, plant and equipment a) Property, plant and equipment and depreciation Initial recognition- owned and leased An item of property, plant and equipment is initially recognized at cost which is equal to the fair value of consideration paid at the time of acquisition or construction of the asset. The Company accounts for property, plant and equipment acquired under finance leases by recording the assets and the related liability. These amounts are determined at the inception of lease, on the basis of the lower of the fair value and the present value of minimum lease payments. Financial charges are allocated to the accounting period in a manner so as to provide a constant rate of charge on these outstanding liability. Measurement subsequent to initial recognition- owned and leased. Property and equipment are stated at cost less accumulated depreciation and accumulated mpairment losses, if any. Depreciation- owned and leased. Depreciation is charged to income applying straight line method whereby the cost of an asset is written off over its estimated useful life. Full annual rate of depreciation is applied on all additions during the year. No depreciation is charged on assets deleted during the year. Same basis and estimates for depreciation are applied to owned assets and assets subject to finance lease. Maintenance and normal repairs are charge to income as and when incurred. Major renewals and improvements are capitalized and the assets so replaced, if any, are retired.
27

Profit and loss on disposal of property, plant and equipment is included in income currently. The assets' residual values and useful lives are continually reviewed by the Company and adjusted if impact on depreciation is significant. The Company's estimate of residual values of property, plant and equipment as at June 30, 2009 has not required any adjustment as its impact is considered insignificant. b) Capital work in process Capital work-in-progress is stated at cost accumulated up to the balance sheet date and represents expenditure incurred on property, plant and equipment in the course of construction. These expenditure are transferred to relevant category of property, plant and equipment as and when the assets start operation.

3.2.

Deferred costs Deferred cost is charged directly to the profit and loss account in the period it is incurred. However, as per Circular No. 1 of 2004 of SECP, deferred costs outstanding as on July 05, 2004 are allowed to be amortized in accordance with substituted fourth schedule to the Companies Ordinance, 1984. Long-term investment Investments in subsidiaries are accounted for using cost method of accounting as allowed by International Accounting Standard - 27 "Consolidated and Separate Financial Statements". Provision is made for impairment in the value of investments, if any. Loans and receivables These are non- derivative financial assets with fixed or determinable payments that are not quoted in an active market other than (a) those that the Company intends to sell immediately or in the near term, which shall be classified as held for trading, (b) those that the Company upon initial ecognition designates as at fair value through profit or loss, (c) those that the Company upon nitial recognition designates as available for sale. Subsequent to initial measurement loans and receivables are measured at amortized cost using the effective interest method. Gains/losses arising on re-measurement of loans and receivables are taken to the profit and loss account.

3.3.

3.4.

3.5. 3.6.

Cash and cash equivalents For the purpose of cash flow statement, cash and cash equivalents consist of cash bank balances. Long term loans These are initially recognized at cost being the fair value of the consideration received together with the associated transaction cost. Subsequently, these are recognized at amortized cost using the effective interest method. Taxation Income of the Company from all sources is exempt from tax under clause 101 of Part 1 of the Second Schedule to the Income Tax Ordinance, 2001. This exemption is available upto June 30, 2014. Accordingly, current and deferred taxation has not been accounted for in these financial statements. Provisions Provision are recognized in the balance sheet when the Company has a legal or constructive obligation as a result of past events, as it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of obligation. Revenue recognition Dividend income if any, is recognized when the Company's right to receive such dividend has been established. Interest income is recognized on accrual basis, using effective interest rates.
28

3.7.

3.8.

3.9.

Capital gain / (loss) recognized on trade date. 3.10. Borrowing cost Borrowing costs specific to a significant addition of a project during its construction / erection period capitalized. Other borrowing costs are charged to the profit and loss account as and when incurred. Financial instruments Financial instrument are categorized in relevant notes. Financial Assets The classification depends on the purpose for which asst are acquired. Management determines the classification of its financial assets at initial recognition. Investment at cost These are initially measured at cost and subsequent to initial recognition these are measured at cost less impairment loss if any. Financial Liabilities All financial liabilities are recognized at the time when the Company becomes a party to the contractual provisions of the instruments. A financial liability is derecognized when the obligation under the liability is discharge or cancelled or expired. Offsetting of financial assets and financial liabilities Financial assets and liabilities are off-set and the net amount in reported in the financial statements only when the Company has a legally enforceable right to off-set the recognized amounts and the Company intends either to settle on a net basis or to realize the assets and settle the liability simultaneously. Regular way purchase and sale transactions All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention are recognized at the trade date. Trade date is the date on which the Company commits to purchase or sell the asset. 3.12. Related parties and transactions with related parties Related parties include the Company's subsidiaries, associates, directors and key management personnel. All transactions involving related parties arising in the normal course of business are conducted at arm's length at normal commercial rates on the same terms and conditions as third partytransactions using valuation modes, as admissible, except in extremely rare circumstances where, subject to the approval of the Board of Directors, it is in the interest of the Company to conduct related party transactions at a price other than the arm's length price. 3.13. Dividend Dividend distribution, if any to the Company's shareholders is recognized as a liability in the Company's financial statements in the period in which such dividends are approved. Creditors, accrued and other liabilities These are carried at cost which is fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Company. Notes 4. PROPERTY AND EQUIPMENT Operating assets-tangible Capital work-in-progress
29

3.11.

3.14.

2009 Rupees 663,300 37,312,000 37,975,300

2008 Rupees 1,026,520 37,312,000 38,338,520

4.1 4.3

4.1 Operating Assets - Tangible

Owned assets Leased assets Parking Computers & Sub Sub slots equipment Total Vehicles Total Total -------------------------------------------- Rupees --------------------------------------------

Year ended June 30, 2009 Opening net book value Additions Disposals-net Depreciation charge Closing net book value As at June 30, 2009 Cost Accumulated Depreciation

707,520 (44,220) 663,300

14,001 (14,001) -

721,521 (58,221) 663,300

305,000 305,000 (305,000) (305,000) -

1,026,521 (305,000) (58,221) 663,300

884,400 (221,100) 663,300

201,550 (201,550) -

1,085,950 (422,650) 663,300

1,085,950 (422,650) 663,300

Year ended June 30, 2008 Opening net book value Additions Disposals-net Depreciation charge Closing net book value As at June 30, 2008 Cost Accumulated Depreciation 884,400 (176,880) 707,520 Rate of depreciation 5% 201,550 (187,549) 14,001 33% 1,085,950 1,525,000 1,525,000 2,610,950 (1,584,430) 1,026,520 751,740 44,220 707,520 28,001 14,000 14,001 779,741 58,221 721,520 610,000 305,000 305,000 610,000 305,000 305,000 1,389,741 363,221 1,026,520

(364,430) (1,220,000) (1,220,000) 721,520 305,000 20% 305,000

30

2009 4.3. Capital work in progress Office premises 4.3.1 37,312,000

Rupees

2008

37,312,000

4.3.1 These are acquired under a finance lease arrangement. The management has assessed that substantial outflow of resources is required to bring the building into usable condition and hence it would be capitalized after completion of necessary renovation. The building has thus been classified as capital work-in-progress. 4.3.2 The financial charges associated with the above-mentioned leasing arrangement have not been capitalized as the construction work is currently suspended. 5. LONG TERM INVESTMENT Investment in related party - at cost Unquoted Amz Access (Private) Limited 30,412,844 shares of Rs. 10 each 5.1. 5.2. 5.3. 5.1 304,128,440 304,128,440

This represents investment in a 99.67% (2008: 99.67%) owned subsidiary AMZ Access (Private) Limited, a limited liability company incorporated in Pakistan. No impairment has been provided in these financial statements as the management is confident that the value-in-use to be derived from projected future dividends will exceed the current carrying value. The Securities and Exchange Commission of Pakistan (SECP) vide its letter No NBFC / MF-DD (R) / 642 / 2004 dated July 27, 2004 has permitted the company to issue its 7.5 Million ordinary class 'B' share @ Rs. 10 each against consideration otherwise than in cash, that is, against acquisition of 7.5 million ordinary shares of AMZ Access (Private) Limited at Rs. 10 each, in relaxation of Rule 7 (2)(i) of the NBFC Rules, 2003 in terms of Rule 84 of the NBFC Rules and Rule 8 of the companies (issue of capital) Rules, 1996. The Company initially as outlined in note 5.3 above created its shareholding in AMZ Access (Private) Limited through an exchange of shares and subsequently made investments through cash amounting to Rs. 229,128,440. Hence, making up the investment of Rs. 304,128,440. Note 2009 Rupees 47,500 47,500 47,500 32,820,856 2008 Rupees 225,434 143,280 1,111 10,383 120 380,328 152,500 47,500 200,000 (152,500) 47,500 13,895,128

5.4.

6.

DEFERRED COSTS Stamp and registration fee Legal and professional Printing and stationery Traveling and conveyance Others LONG TERM DEPOSITS Leasing company Utilities less: current maturity of lease deposit

7.

8.

INTEREST ACCRUED Interest Accrued - due from related party SHORT TERM LOAN AND ADVANCES - Unsecured considered good Short term loan to related party
31

9.

AMZ Access (Private) Limited Advances Advance income tax Supplier

9.1

91,455,975

88,385,394

27,352 26,400 53,752 91,509,727 2009 Rupees

27,352 26,400 53,752 88,439,146 2008 Rupees

Note

10.

PREPAYMENT AND OTHER RECEIVABLE Guarantee commission Other Receivable CASH AND BANK BALANCES Cash in hand Cash at bank-current account

35,100 35,100 1,453 5,525 6,978

1,280,000 35,100 1,315,100 817 13,409 14,226

11.

12.

AUTHORIZED SHARE CAPITAL 2009 2008 Number of ordinary shares Share of Rs. 10 each 92,500,000 7,500,000 100,000,000 92,500,000 7,500,000 100,000,000 Ordinary shares of class A Ordinary shares of class B 13.1 925,000,000 75,000,000 1,000,000,000 925,000,000 75,000,000 1,000,000,000

13.

The holders of each class 'A' ordinary share will be entitled to vote on all matters presented to the shareholders. However, the holder of Class 'B' ordinary shares had the following additional rights, privileges and benefits that are not further available because of non achievement of performance benchmarks: The class 'B' ordinary shares specifically and only for purposes of (i) voting for election for Directors of the Company and (II) voting from removal of any Director of the Company, have four votes for each class 'B' ordinary shares as compared to one vote fro each class 'A' ordinary shares. Currently class 'B' share holders are treated at par with class 'A' shareholders in compliance with Clause 133(a)(2) and Clause 133(d) of the Articles of Association of the Company.

14. ISSUED SUBSCRIBED AND PAID-UP CAPITAL Number of ordinary shares of Rs.10/- each 2009 2008 22,500,000 7,500,000 30,000,000 22,500,000 Ordinary class A shares 7,500,000 Ordinary class B shares 30,000,000
32

Note

2009 Rupees

2008 Rupees

225,000,000 14.1 75,000,000 300,000,000

225,000,000 75,000,000 300,000,000

14.1. This represent shares exchanged by the Company with the shareholders of AMZ Access (Private) Limited in consideration for an equal number of shares at face value as explained in note 5.3 and 5.4 to these financial statements. 15. LONG TERM FINANCE - SECURED From financial institutions Orix Leasing Pakistan Limited Bank of Punjab From others-Unsecured Directors Overdue portion of liability 15.1 15.2 15.3 12,000,000 120,000,000 2,999,588 134,999,588 (134,999,588) 12,000,000 120,000,000 3,000,000 135,000,000 (135,000,000) -

15.1. This represent loan initially received for working capital requirement and rescheduled in Term finance facility. Markup for shall be six months KIBOR plus 5 percent and payable semi annually. This loan was payable on September 08, 2009 but still outstanding. The loan is secured against personal property and guarantees of Directors and their close relatives. 15.2. This represents finance obtained from Bank of Punjab for a period starting from October 10, 2006 to December 31, 2008. The finance carried markup at the rate of 3 months KIBOR ask side plus 350 basis points and is secured by way of demand promissory notes and guarantees of Rs. 128 million issued by First Dawood Investment Bank Limited. The finance was initially provided to issue listed, non voting and redeemable preference shares there against. However, the management has suspended the said issue of preference shares and the Bank of Punjab has conveyed in principle interest vide its letter dated July 6, 2006 to convert the outstanding balance into long term finance facility. The Bank of Punjab through its offer letter dated December 01, 2006 has extended the maturity of the finance facility to December 31, 2007. Again the Bank of Punjab through its facility offer letter dated March 30, 2007 extended the maturity of the said facility to December 31, 2008 with markup at the rate for 6 month KIBOR plus 350 basis points payable quarterly. The principal amount will be repaid in two installment each of Rs. 60 million on September 30, 2008 and December 31, 2008. However, during September 2008, the Bank of Punjab has called the Bank Guarantee provided by the First Dawood Investment Bank Limited (FDIBL) against this Term Finance facility. 15.3. This represent loan given by directors of the Company carrying no markup and payable on demand after June 30, 2008. Note 16. LIABILITIES AGAINST ASSETS SUBJECT TO FINANCE LEASE The amount of future payment and the year in which they will become due are: Liabilities due Within one year Between one and five years Financial charges allocated to future periods Current and overdue portion shown under current liabilities 33,963,465 33,963,465 (6,654,049) (27,309,416) 13,403,950 22,011,650 35,415,600 (7,100,472) (8,778,691) 19,536,437 2009 Rupees 2008 Rupees

16.1. This represents finance leases entered into with a modaraba for office premises. Total lease rentals due under lease agreement aggregate to Rs. 33.963 million (2008: Rs. 35.415 million) and are payable in equal monthly installments latest by 2010. Taxes, repairs, replacement and insurance costs are to be borne by the Company. In case of termination of agreement, the Company has to pay the entire rent for the unexpired period. Financing rates of approximately 7.76% to 22.64% (2008: 7.35% to 16.82%) per annum have been used as a discounting factor. The lease of office premises carries a floating rate of Karachi Interbank Offer Rate (KIBOR) + 8% (2008 : KIBOR + 8%) per annum with no floor and cap. During the year the finance lease for vehicle has been matured and final settlement of the said lease liability has been made.
33

17.

CURRENT AND OVERDUE PORTION OF LONG TERM LIABILITIES

Lease Liabilities - Current portion - Overdue portion Overdue portion of long term finance

19,536,616 7,772,800 27,309,416 134,999,588 162,309,004 Note 2009 Rupees -

8,778,691 8,778,691 135,000,000 143,778,691 2008 Rupees 24,721,000

18.

SHORT TERM FINANCE Loan from related party - Unsecured

18.1. This represent interest free loan from related party represent loan from an associate AMZ Securities (Private) Limited 19. CREDITORS, ACCRUED LIABILITIES AND OTHER PAYABLE Creditors Accrued liabilities Payable to Associated Company - related party Others Tax deducted at source 20. ACCRUED MARK UP Long term finance Finance lease arrangements CONTINGENCIES AND COMMITMENTS 15,170,172 3,890,164 29,000,000 67,685 48,128,021 29,712,245 4,188,111 33,900,356 15,170,172 3,160,782 141,540 68,075 18,540,569 6,478,945 6,478,945

21.

21.1. Contingencies Outstanding letter of guarantee issued in respect of lease of building to B.R.R International Modarba amounting to Rs. 57.312 million (2008: Rs. 57.312 million). Guarantees valuing Rs. 128 million issued by First Dawood Investment Bank Limited to secure long term finance obtained from Bank of Punjab. 21.2. Commitments Outstanding future lease rentals as at June 30, 2009 amounting to Rs.33,963,465 (2008: Rs.35,415,600). 22. REVENUE - NET Capital gain Interest income 18,925,728 18,925,728 (9,352,839) 13,895,128 4,542,289

22.1

22.1. This represents interest earned on long term loan provided to AMZ Access (Private) Limited (subsidiary company) (refer note 9). Income has been earned at the rates between 16.51% and 20.95% (2008: between 13.70% and 19.44%).

34

Note 23. ADMINISTRATIVE EXPENSES Utilities Fee and subscription Advertisement Insurance Traveling and conveyance Entertainment Printing and stationery Auditors' remuneration Legal and professional Amortization of deferred costs Depreciation Others

2009 Rupees 79,800 73,700 28,710 49,204 6,620 5,353 57,281 335,000 209,122 380,328 58,221 50,635 1,333,974 150,000 120,000 30,000 15,000 15,000 5,000 335,000 4,720,295 23,207,800 1,280,000 4,360 29,212,455 270,640 (118,665) 151,975

2008 Rupees 85,000 76,500 21,600 120,606 2,133 67,065 404,713 509,984 380,328 363,221 554,371 2,585,521 150,000 150,000 50,000 25,000 25,000 4,713 404,713 5,674,450 19,946,221 2,328,548 2,673 27,951,892 428,460 428,460 2008 Rupees

23.1 6 4.1

23.1. Auditors' Remuneration Statutory audit fee Internal Audit fee Half yearly review Certification for Compliance with Code Audit of consolidated financial statements Out of pocket expenses 24. FINANCE COST Lease financial charges Markup on loans from banking companies Guarantee commission Bank charges Other income Rent on sub lease of vehicle Loss on sale of vehicle

25.

Note 26. LOSS PER SHARE

2009 Rupees

Basic Loss per share is calculated by dividing the loss for the year by weighted average number of shares outstanding during the year as follows: Loss for the year attributable to ordinary shareholders - Rupees (11,468,726) Weighted average number of shares outstanding Loss per share - Rupees 30,000,000 (0.38) (25,566,664) 30,000,000 (0.85)

Diluted There is no dilution effect on the basic earnings per share of the Company as the Company has no such commitments.

35

27.

CASH FLOW FROM OPERATING ACTIVITIES Loss for the year before taxation Adjustment for: Depreciation Amortization Other charges Finance cost Loss before working capital changes Working capital changes (Increase) / decrease in current assets Advances Accrued mark up Prepayment and other receivable Increase / (decrease) in current liabilities Accrued and other payables Net cash generated from operating activities after working capital changes

(11,468,726) 4.1 6 24 58,221 380,328 27,928,095 118,670 17,016,588

(25,566,664) 363,221 380,328 25,620,671 797,556

(3,070,581) (18,925,728) 1,280,000

(1,023,020) (231,453)

29,587,452

16,420,549

25,887,731

15,963,632

28.

REMUNERATION OF CHAIRMAN, CHIEF EXECUTIVES, DIRECTORS AND EXECUTIVES The company has not paid any amount to the chairman, chief executives directors and executives in consideration of remuneration and other benefits during the last two years.

29.

TRANSACTIONS WITH RELATED PARTIES The related parties comprises of group companies, i.e. AMZ Access (Private) Limited, AMZ Securities (Private) Limited, AMZ Technologies (Private) Limited, AMZ Access Inc and Global Transcription, key management personnel and companies in which directors are common or a director hold office or employees of group companies.

29.1. Significant transaction made during the year are as follows: Note Interest income from AMZ Access (Private) Limited Loan to AMZ Access (Private) Limited Recovery from AMZ Access (Private) Limited Received from AMZ Asset Management Ltd. Short term loan received from AMZ Securities (Private) Limited Short term loan repaid to AMZ Securities (Pvt) Ltd. Disposal of vehicle and receipt of rentals 2009 Rupees 18,925,728 3,147,381 76,800 29,000,000 1,515,000 26,236,000 456,970 2008 Rupees 13,895,128 16,976,349 18,236,377 16,971,000 -

29.2. During the year ended June 30, 2009, the Company utilized office premises of AMZ Securities (Private) Limited free of cost. 29.3. Year end balances as at June 30, 2009 are disclosed in respective notes. Note 30. FINANCIAL INSTRUMENTS BY CATEGORY FINANCIAL ASSETS At fair value through profit or loss Interest Accrued - due from related party
36

2009 Rupees

2008 Rupees

32,820,856

13,895,128

Loans and receivables Prepayments and other receivable Cash and bank balances At amortized cost Short term loan and advances At cost- Subsidiary company Long term investment FINANCIAL LIABILITIES Financial liabilities at amortized cost Short term financing Current maturity of long term liabilities Creditors, accrued and other liabilities At fair value through profit or loss Accrued mark up

35,100 6,978 42,078 91,509,727 304,128,440

1,315,100 14,226 1,329,326 88,439,146 304,128,440

162,309,004 48,128,021 33,900,356

24,721,000 143,778,691 18,540,569 6,478,945

31.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Company's overall risk management focuses on the unpredictability of financial markets and seeks potential adverse effects on the Company's financial performance. Risk managed and measured by the Company are explained below: a) Credit risk b) Liquidity risk c) Market Risk The Board of Directors has overall responsibility for the establishment and oversight of Companys risk management framework. The Board is also responsible for developing and monitoring the Companys risk management policies.

a)

Credit risk Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties fail completely to perform as contracted. Out of the total financial assets of Rs. 428.5 (2008: Rs. 407.79) million, the financial assets which are subject to credit risk amounted to Rs. 428.49 million (2008: Rs. 407.79 million). All investing transactions are settled / paid for upon delivery as per the advice of investment committee. The Company's policy is to enter into financial instrument contract by following internal guidelines such as approving counter parties and approving credits. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to the credit risk at the reporting date is: 2009 Rupees Long term investments Accrued income Prepayments and other receivable Short term loans and advances Cash at bank-current account 5.1 304,128,440 32,820,856 35,100 91,509,727 5,525 428,499,648 2008 Rupees 304,128,440 13,895,128 1,315,100 88,439,146 13,409 407,791,223

37

b)

Liquidity risk Liquidity risk is the the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure as far as possible to always have sufficient liquidity to meet its liabilities when due. The company is not materially exposed to liquidity risk as all obligations / commitments of the Company are short term in nature and are restricted to the extent of available liquidity. The following are the contractual maturities of the financial liabilities, including estimated interest payments:

Contractual cash flows in respect of long term financing are based on six months KIBOR + 5% and KIBOR+3.5%.KIBOR is 12.76% (June 30 2008: 14.19%). c) Market Risk Market risk is the risk that changes in market price, such as foreign exchange rates, interest rates and equity prices will effect the Company's income or the value of its holdings of financial instruments. i) Currency risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. At year end, the Company is not exposed to any currency risk. ii) Interest rate risk Interest rate risk represents the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. At the balance sheet date the interest rate profile of the Companys interest-bearing financial instruments was as follows: - Bank of Punjab - Orix Leasing Pakistan Limited - B.R.R. Guardian Modaraba 2009 3 month KIBOR plus 3.5% 6 month KIBOR plus 5% 6 KIBOR asking plus 8%
38

2008 3 month KIBOR plus 3.5% 6 month KIBOR plus 5% 6 KIBOR asking plus 8%

Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates at the reporting date would have increased / (decreased) profit and equity for the year by the amounts shown below. The analysis assumes that all other variables remain constant. The analysis is performed on same basis for 2008. Profit and Loss 100 bp Increase (Decrease) 1,275,513 (1,275,513)

As at June 30 2009 Cash flow Sensitivity - Variable Rate Instruments As at June 30 2008 Cash flow Sensitivity - Variable Rate Instruments

848,428

(848,428)

The sensitivity analysis prepared is not necessarily indicative of the effects on profit for the year and assets of the Company. d) Capital risk management The Companys objective when managing capital are to safeguard the Companys ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The company finances its operations through equity, short term borrowings and by managing working capital. Quantitative data for share capital and share premium is given in statement of changes in equity and data for short term borrowings is given in note 18 of the financial statements. Company's gearing ratio is 42.21% (2008: 44.59%). e) Fair value of financial assets and liabilities The estimated fair value of financial instruments is not significantly different from their book value as shown in these financial statements. Fair value is the amount at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. 32. Reclassification Certain prior year's figures have been reclassified consequent upon certain changes in current year's presentation. The summary of material reclassification is as follows:

33.

DATE OF AUTHORIZATION FOR ISSUE These financial statements were authorized for issue by the Board of Directors of the Company on October 10, 2009.

34.

GENERAL Figures have been rounded off to the nearest rupee.

Chairman & Chief Executive

39

Director

and Subsidiaries

Consolidated Financial Statements

For the Year ended June 30, 2009

37

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS

We have audited the annexed consolidated financial statements comprising consolidated Balance Sheet of AMZ VENTURES LIMITED (the Holding Company) and its subsidiary companies AMZ Access (Private) Limited, AMZ Access Inc., U.S.A and Global Transcriptions U.S.A as at June 30, 2009 and the related consolidated Profit and Loss Account, consolidated Cash Flow Statement and consolidated Statement of Changes in Equity together with the notes forming part thereof, for the year then ended. We have also expressed separate opinions on the financial statements of AMZ VENTURES LIMITED and its subsidiary company AMZ Access (Private) Limited except for AMZ Access Inc., U.S.A and Global Transcriptions U.S.A which are to be audited by other firms of auditors. These financial statements are the responsibility of the Holding Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. Our audit was conducted in accordance with the International Standards on Auditing and accordingly included such tests of accounting records and such other auditing procedures as we considered necessary in the circumstances. Our audit report on separate financial statements of the Holding Company includes following qualifications: a) the Company has not charged impairment to profit and loss account on investment in its subsidiary for which going concern assumption is inappropriate. Had the impairment been recorded, loss for the year would have been increased by Rs. 304.128 million (2008: 304.128 million). b) during the year the Company has incurred net loss of Rs. 11.468 million (2008: 25.57 million) and its accumulated losses reached to Rs.77.814 million (2008: 66.35 million). Its current liabilities exceed its current assets by Rs.119.96 4 million (2008: 89.70). The company has applied for exit from the ambit of Non Banking Finance Companies as discussed in note - 1.4 to these financial statements. The Company's financing arrangements have been expired and rescheduling of borrowings is unlikely. As discussed in Note - 1.4, the Company intends to enter in the technologies business whose success is dependent on the availability of finance and profitable market. These factors create uncertainty which may cast significant doubt about the company's bility to continue as a going concern accordingly company may not be able to realize its assets and discharge its liabilities at stated amount. The financial statements do not disclose this fact.

Our audit report on the financial statements of the subsidiary AMZ Access (Private) Limited includes following qualifications: c) during the year company has incurred loss after tax of Rs. 0.775 millio (2008: 62.348 million) and its accumulated losses reached to Rs. 377.058 million (2008: 376.949 million) and its current liabilities exceed its current assets by Rs.193.285 million (2008: 171.059 million). These conditions create doubt about the company's ability to continue as a going concern basis, accordingly company may not be able to realize its assets and discharge its liabilities at stated amounts. That fact is not disclosed in these financial statements; the Company has not charged impairment to profit and loss account on investment in its subsidiaries for which going concern assumption is inappropriate. Had the impairment been recorded, loss for the year would have been increased by Rs. 101.375 million (2008: 85.375 million); the Company has trade debts of Rs. 69.084 million which are past due but no provision has been made in the financial statements. Had the provision been made, loss for the year would have been increased by the same amount; the Company had carried down revaluation of its property and equipment during 2003.In our opinion these assets are subject to the impairment test, however no impairment test has been performed. We could not determine the impact of such adjustments that may arise had the impairment test been performed;

d)

e)

f)

The company do not perform impairment test on goodwill arisen on the consolidation with subsidiary AMZ Access (Private) Limited and its impact on the financial statements could not been ascertained. The auditors of AMZ Access, Inc which is subsidiary of AMZ Access (Private) Limited has expressed qualification in the consolidated financial statements fort the year ended June 30, 2009 of AMZ Access Inc
41

with its subsidiary Global Transcriptions U.S.A. The qualification was expressed on non performing impairment test on the goodwill acquired in the acquisition of subsidiary. Had such test been performed loss in the Group's consolidated financial statements would be increased by the amount of impairment. In our opinion, because of the effects of matters referred in the preceding paragraphs, the consolidated financial statements do not present fairly the financial position of AMZ Ventures LIMITED and its subsidiaries AMZ Access (Private) Limited, AMZ Access Inc., U.S.A and Global Transcriptions U.S.A as at June 30, 2009 and the results of their operations for the year then ended.

Place: Date:

Karachi October 10, 2009

Haroon Zakaria & Co. Chartered Accountants

42

CONSOLIDATED BALANCE SHEET AS AT JUNE 30, 2009

ASSETS NON-CURRENT ASSETS Property and equipment Long term advances Deferred costs Long term deposits CURRENT ASSETS Current maturity of non-current assets Trade debts Advances Trade deposits and prepayments Other receivables Cash and bank balances TOTAL ASSETS EQUITY AND LIABILITIES Authorized share capital Equity attributable to equity holders of the parent Issued, subscribed and paid-up share capital Accumulated loss Exchange difference on translation of foreign operations Minority interest NON-CURRENT LIABILITIES Liabilities against assets subject to finance lease Long term loan Deferred income Long term deposits CURRENT LIABILITIES Trade and other payables Accrued financial charges Short term finances Current maturity of non-current liabilities Provision for taxation TOTAL LIABILITIES Contingencies and commitments Total equity and liabilities 16 17 Note 6 7 8 9 2009 Rupees 2008

103,695,731 2,174,945 105,870,676 5,135,820 2,811,267 214,000 601,255 1,100,237 9,862,578 115,733,254 1,000,000,000 300,000,000 (588,886,857) (3,181,448) (292,068,306) (953,651) (293,021,957) 17,755 29,418,318 29,436,073 74,973,616 44,144,673 69,119,096 190,247,992 833,760 379,319,137 408,755,210 115,733,254

117,648,544 2,856,620 5,095,426 125,600,590 155,092 9,427,967 2,037,170 1,619,438 1,138,084 1,379,662 15,757,413 141,358,003 1,000,000,000 300,000,000 (543,684,211) (6,521,570) (250,205,782) (781,236) (250,987,017) 22,742,736 30,532,000 105,718 278,556 53,659,010 61,982,420 9,632,676 95,704,096 170,533,058 833,760 338,686,010 392,345,020 141,358,003

10 11 12 13 14 15

A 18 19 20 21

22 23 24 25

B 26 A+B

The annexed notes form an integral part of these consolidated financial statements Chairman & Chief Executive
43

Director

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2009
2009 Note Revenue - net Cost of services Gross profit / (loss) 27 28 Rupees 49,175,637 (33,413,965) 15,761,673 41,616,679 (52,236,021) (10,619,343) 2008

Marketing and distribution expenses Administrative expenses Other income/(Loss) Operating loss Amortization of intangible assets Finance cost Loss before taxation and minority interest Income tax expense Loss after taxation

29 30 31

0 32 33

(10,778,657) (22,474,470) 12,487,284 (20,765,844) (5,004,171) (2,623,746) (37,725,302) (45,353,219) (45,353,219)

(275,155) (28,738,757) (8,046,382) (37,060,294) (47,679,637) (22,362,101) (35,263,221) (105,304,959) (592,323) (105,897,282)

Attributable to: Equity holders of the parent Minority interest

45,202,646 150,573 45,353,219

105,545,703 351,579 105,897,282 (3.53)

Loss per share -Basic and Diluted

34

(1.51)

The annexed notes form an integral part of these consolidated financial statements

Chairman & Chief Executive

44

Director

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2009
2009 Note CASH FLOWS FROM OPERATING ACTIVITIES Cash used in operations after working capital changes Decrease in long term deposits Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Long term finance received Long term finance repaid Short term finance received Short term finance repaid Finance cost paid Repayment of lease liabilities Net cash generated from financing activities Effect of exchange rate changes on value of foreign operations Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 15 35 Rupees 25,421,122 2,641,925 28,063,047 10,080,320 206,405 (672,273) 9,614,452 2008

2,261,280 2,261,280

(14,803) 1,308,701 1,293,898

(1,113,682) (26,585,000) (3,213,303) (3,010,047) (33,922,032) 3,318,279 (279,426) 1,379,662 1,100,237

38,538 39,224,350 (36,844,697) (7,996,706) (5,578,515) (6,296,479) (966,644) 2,346,306 1,379,662

The annexed notes form an integral part of these consolidated financial statements

Chairman & Chief Executive

45

Director

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2009
Attributable to equity holders of the parent Share Capital Ordinary Ordinary Class Class A Shares B Shares Exchange difference on translation of Accumulated foreign loss operation Total

Total

Minority interest

Total equity

--------------------------------------------------------------Rupees-------------------------------------------------------------Balance as at July 01, 2007 225,000,000 75,000,000 300,000,000 (438,138,508) (225,091) (138,363,599) (429,657) (138,793,256)

Changes in equity for the year ended June 30, 2008 Exchange loss Net income recognized directly in equity Loss for the year Balance as at June 30, 2008 (105,545,703) (6,296,479) (6,296,479) (6,296,479) (6,296,479) (6,296,479) (6,296,479)

- (105,545,703) (351,579) (105,897,282)

225,000,000 225,000,000

75,000,000 300,000,000 (543,684,211) (45,202,646)

(6,521,570) (250,205,782) (781,236) (250,987,017) 3,340,122 3,340,122 (45,202,646) (21,843) (150,573) 3,318,279 (45,353,219)

Net income recognized directly in equity Loss for the year Balance as at June 30, 2009

75,000,000 300,000,000 (588,886,857)

(3,181,448) (292,068,306) (953,651) (293,021,957) -

The annexed notes form an integral part of these consolidated financial statements

Chairman & Chief Executive

46

Director

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2009
1 THE GROUP AND ITS OPERATIONS 1.1 The group consist of: Holding company AMZ Ventures Limited Direct subsidiary of AMZ Ventures Limited AMZ Access (Private) Limited Indirect subsidiary of AMZ Ventures Limited AMZ Access Inc. (subsidiary of AMZ Access (private) Limited) Global Transcriptions (subsidiary of AMZ Access Inc.) 1.2 AMZ Ventures Limited (the holding Company) was incorporated in Pakistan as a Public Limited Company on May 13, 2004 under the Companies Ordinance, 1984. The holding Company was granted listing on the Karachi Stock Exchange on December 13, 2004. The registered office of the Company is situated at 19th Floor, Tower B, Saima Trade Tower, I.I. Chundrigar Road, Karachi, Pakistan. The Company is licensed to undertake Venture Capital Investments business as a Non-Banking Finance Company in accordance with Rule 5 of the NBFC's and notified entities regulations 2007(NBFC). The principal activity of the holding Company is to invest in rapidly growing companies, purchase equity securities, assist in the development of new products or services and also to add value to a company through active participation or to act as a management company for the management of venture capital fund. 1.3 The Securities and Exchange Commission of Pakistan (SECP) has allowed the holding company to expose more than forty per cent of its equity attributable to venture capital investment segment to any single person or group of companies, in relaxation of Rule 22 (a) of the NBFC Rules, 2003 in terms of Rule 84 of the NBFC Rules. 1.4 The holding Company has invested in a subsidiary AMZ Access (Private) Limited (the subsidiary) to finance the acquisition of US based Medical Transcription companies, to facilitate an expansion in existing infrastructure and utilize capacity of the anticipated additional business volumes, and to cater the working capital requirements of the local operations. The holding company holds 99.67% (2008: 99.67%) shares in AMZ Access (Private) Limited. The subsidiary was acquired on July 28, 2004. The net assets of AMZ Access (Private) Limited acquired on that date amounted to Rs.80.475 million. 2 OTHER ACQUISITIONS AMZ Access (Private) Limited had made an investment in AMZ Access Inc. incorporated in United States of America (US) on May 4, 2004. No goodwill had arisen on the purchase of the said subsidiary. Further, Global Transcriptions a company incorporated in the United States was acquired through AMZ Access Inc. on October 1, 2004, which resulted in goodwill amounting to Rs. 13,714,074. BASIS OF CONSOLIDATION The consolidated financial statements include the financial statements of AMZ Ventures Limited (the "holding company"), AMZ Access (Private) Limited, AMZ Access Inc. and Global Transcriptions (the "subsidiaries") together referred to as the "Group". The consolidated financial statements of the holding company and its subsidiaries have been consolidated on a line by line basis using identical reporting dates and consistent accounting policies. The investment held by the holding company has been eliminated against the corresponding net assets of the subsidiaries in the consolidated financial statements. Pursuant to the exemption available in paragraph 10 of International Accounting Standard 27: Consolidated and Separate Financial Statements", AMZ Access (Private) Limited does not prepare consolidated financial statements as the company itself is a subsidiary of AMZ Ventures Limited (holding company) and the board of directors of the holding company have opted not to prepare and present such
47

consolidated financial statements for the company, the debt and equity securities of the company are not listed, and the company has not applied for listing of its debt or equity securities. Further, the holding company is a public listed company incorporated in Pakistan and having its registered office at 19th Floor, Tower B, Saima Trade Towers, I.I.Chundrigar Road, Karachi, Pakistan. The holding company prepares and presents consolidated financial statements incorporating the company and its subsidiaries. Such consolidated statements are issued to the public and are available at the registered office of the holding company. Subsidiaries are consolidated from the date on which control is transferred to the group and cease to be consolidated from the date on which control is transferred out of the group. All inter-group balances, transactions and resulting unrealized profits / losses have been eliminated. Minority interest represents the interests of individuals who are also directors of the holding company. A summary of the financial statements of the subsidiaries being consolidated is as follows: AMZ Access (Private) AMZ Access Limited Inc Haroon Zakaria & Co. June 30, 2009 Direct Subsidiary Internet, Software, IT enabled Services 99.67 (2008: 99.67) Brown Smith Wallace LLC June 30, 2009 Indirect Subsidiary IT enabled Services Global Transcriptions Brown Smith Wallace LLC June 30, 2009 Indirect Subsidiary Medical and legal transcription services 100 (2008: 100)

Name of subsidiary Name of auditor

Date of audited financial statements Relationship with the company Nature of business

Holding percentage by respective company

100 (2008: 100)

The total assets and liabilities of indirect subsidiaries of the holding company included in these consolidated financial statements are Rs. 15,388,011 (2008: Rs. 39,097,333) and Rs. 79,703,918 (2008: Rs. 72,143,279) respectively, audited by a firm of certified accountants, out of the total assets and liabilities of the group of Rs. 115,733,254 (2008: Rs. 141,358,004) and Rs. 408,755,210 (2008: Rs. 392,345,020) respectively. The indirect subsidiaries have made an aggregate loss of Rs. 7,948,897 (2008: Rs. 4,787,284) during the year. 4 BASIS OF PREPARATION 4.1 STATEMENT OF COMPLIANCE These consolidated financial statements have been prepared in accordance with approved accounting standards, as applicable in Pakistan. Approved accounting standards comprise of such International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board as are notified under the Companies Ordinance, 1984, provisions of and directives issued under the Companies Ordinance, 1984. In case requirements differ, the provisions of or directives issued under the Companies Ordinance, 1984 shall prevail.
48

4.2 Standards, Interpretations and Amendments To Published Approved Accounting Standards a) Initial application of a standard or an interpretation The Company has adopted the following new and amended IFRS and IFRIC interpretations as of July 01, 2008. IFRS - 7 IFRIC - 12 IFRIC - 13 FRIC - 14 Financial Instruments: Disclosures Service concession arrangements Customer loyalty programs; and IAS 19 - The limit on defined benefit asset, minimum funding requirement and there interactions.

Adoption of these standards and interpretations did not have any material effect on the financial statements of the Company except for certain additional disclosures in respect of IFRS 7 included in the relevant notes to the financial statements. b) Amendments to published standards not yet effective The following revised standards and interpretations with respect to approved accounting standards as applicable in Pakistan would be effective from the dates mentioned below against the respective revised standard and interpretation: Standards or interpretation IAS 1 - Presentation of Financial Statements (Revised) IAS 23 - Borrowing Costs (Revised) IAS 27 - Consolidated and Separate Financial Statements (Revised) IAS 32 - Financial Instruments (Amended) IAS 39 - Financial Instruments Recognition and Measurement (Amended) IFRS 2 - Share-based Payment (Amended) IFRS 3 - Business Combinations (Revised) IFRS 8 - Operating Segments IFRIC 15 - Agreement for the Construction of Real Estate IFRIC 16 - Hedge of Net Investment in a Foreign Operation IFRIC 17 - Distribution of Non-Cash Assets to Owners IFRIC 18 - Transfer of Assets from Customers Date January 01, 2009 January 01, 2009 January 01, 2009 January 01, 2009 January 01, 2009 January 01, 2009 July 01, 2009 January 01, 2009 January 01, 2009 October 01, 2009 July 01, 2009 July 01, 2009

"The Company expects that the adoption of the above standards and interpretations will have no material impact on the Companys financial statements in the period of initial application other than certain changes and / or enhancements in the presentation and disclosures of financial statements. 4.3 Use of estimates and judgments The preparation of financial statements in conformity with approved accounting standards, as applicable in Pakistan, requires management to make judgments, estimates and assumptions that affect the application of policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
49

Judgments made by management in the application of approved accounting standard as, applicable in Pakistan, that have significant effect on the financial statements and estimates with a significant risk of material judgment in the next year are as follows: a) Property and equipment The Companys management determines the estimated useful lives and related depreciation charge for its property and equipment. This also includes estimating the residual values and depreciable lives. Further, the Company reviews the value of the assets for possible impairment on an annual basis. Any change in the estimates in future years might affect the carrying amounts of the respective items of property and equipments with a corresponding affect on the depreciation charge and impairment. b) Income Taxes In making the estimates for income taxes currently payable by the Company, the management looks at the current income tax law and the decisions of appellate authorities on certain issues in the past. c) Investments stated at Fair Value The Company has determined fair value of certain investments by using quotations from active market. Fair value estimates are made at a specific point of time based on market conditions and information about the financial instruments. These estimates are subjective in nature and involve uncertainties and matter of judgments (e.g. valuation, interest rates, etc.) and therefore, can not be determined with precision. d) Trade and Other Receivables The Company reviews its trade and other receivables regularly to assess amount of any provision required against such balances. 5 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 5.1 Basis of measurement These consolidated financial statements have been prepared under the historical cost convention except as otherwise mentioned in relevant notes. The consolidated financial statements have been prepared following the accrual basis of accounting except for the cash flow information. 5.2 PROPERTY AND EQUIPMENT a) Property and equipment, and depreciation Initial recognition An item of property, plant and equipment is initially recognized at cost which is equal to the fair value of consideration paid at the time of acquisition or construction of the asset. The group accounts for property, plant and equipment acquired under finance leases by recording the assets and the related liability. These amounts are determined at the inception of lease, on the basis of the lower of the fair value and the present value of minimum lease payments. Financial charges are allocated to the accounting period in a manner so as to provide a constant rate of charge on the outstanding liability. Measurement subsequent to initial recognition Carried using revaluation model Communication equipments are stated at their revalued amounts, being the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Fair value is determined by external professional valuers with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
50

Carried using cost model Property, plant and equipments other than those mentioned above are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation Depreciation is charged to income applying the straight-line method whereby the cost of asset is written off over its estimated service life. Fully year's depreciation is charged in the year of additions whereas no depreciation is charged in the year of disposal. Same basis and estimates for depreciation are applied to owned assets and assets subject to finance lease. Maintenance and normal repairs are charged to income as and when incurred. Major renewals and improvements are capitalized and the assets so replaced, if any, are retired. Profit and loss on disposal of property, plant and equipment is included in income currently. b) Capital work in progress Capital work-in-progress is stated at cost accumulated up to the balance sheet date less impairment losses, if any and represents expenditure incurred on property, plant and equipment in the course of construction. These expenditures are transferred to relevant category of property, plant and equipment as and when the assets become available for use. c) Intangible assets Goodwill Goodwill represents the excess of the cost of the acquisition over the fair value of identifiable net assets of the subsidiary at the date of acquisition. Subsequent to initial recognition goodwill is measured at cost less impairment loss, if any. Others These are recorded initially at cost and subsequently carried at cost less any accumulated amortization and any accumulated impairment losses. These are amortized over their finite useful lives and amortization is charged to income using the straight line method. Intangible assets having indefinite useful life are stated at acquisition cost. Provisions are made for permanent diminution in value of assets, if any. 5.3 Impairment The carrying amount of the group's assets are reviewed at each balance sheet date to determine whether there is any objective evidence that an asset or group of assets may be impaired. If any such evidence exists, the asset's or group of assets' recoverable amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount. Impairment losses are charged to income currently. 5.4 Deferred costs Deferred cost is charged directly to the profit and loss account in the period it is incurred. However, as per Circular No. 1 of 2004 of SECP, deferred costs outstanding as on July 05, 2004 are allowed to be amortized in accordance with substituted fourth schedule to the Companies Ordinance, 1984. 5.5 Trade debts Receivables are carried at original invoice amount less an estimate of doubtful receivable balances based on review by the management of outstanding amount at the year end. Bad debts are written off when identified. 5.6 Loans and receivables These are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than (a) those that the group intends to sell immediately or in the near term, which shall be classified as held for trading, (b) those that the group upon initial recognition designates as at fair value through profit or loss, (c) those that the group upon initial recognition designates as available for sale; or (d) those for which the group may not recover substantially all ofits initial investment, other than because of credit deterioration, which shall be classified as available for sale.
51

Subsequent to initial measurement loans and receivables are measured at amortized cost using the effective interest method. Gains/losses arising on remeasurement of loans and receivables are taken to the profit and loss account. Gain or loss is also recognized in profit and loss account when loans and receivables are derecognized or impaired, and through the amortization process. 5.7 Cash and cash equivalents For the purpose of cash flow statement, cash and cash equivalents consist of cash and bank balances. 5.8 Loans and Finances These are initially recognized at cost being the fair value of the consideration received together with the associated transaction cost. Subsequently, these are recognized at amortized cost using the effective interest method. 5.9 Taxation Income of the company from all sources is exempt from tax under clause 101 of Part 1 of the Second Schedule to the Income Tax Ordinance, 2001. This exemption is available upto June 30, 2014. Accordingly, current and deferred taxation has not been accounted for in these financial statements. 5.10Provisions Provisions are recognized in the balance sheet when the group has a legal or constructive obligation as a result of past events, as it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of obligation. 5.11Revenue recognition Revenue from transcription services are provided when such services are rendered and acknowledged. Return from carry over transactions is recorded on accrual basis. Dividend income if any, is recognized when the group's right to receive such dividend has been established. Revenue from scratch card sale if any, is recognized on delivery of cards to dealers. . Bandwidth sale if any, is recognized on accrual basis Revenue from dial up connections if any, is recognized when connection is activated. Revenue from business process outsourcing if any, is recognized on the basis of provision of services and at the time when invoice is raised. 5.12 Borrowing cost Borrowing costs specific to a significant addition of a project during its construction / erection period are capitalized. Other borrowing costs are charged to the profit and loss account as and when incurred. Foreign currencies Foreign currency transactions Transactions in foreign currencies are accounted for in rupees at the rate of exchange prevailing on the date of transaction. Monetary assets and liabilities in foreign currencies as at the balance sheet date are expressed in rupees at rates of exchange prevailing on that date except where forward exchange cover has been obtained for payment of liabilities, in which case the contracted rates are applied. In the consolidated financial statements, the results and financial position of the subsidiaries are expressed in terms of Pakistani Rupee which is the functional currency of the holding company and the presentation currency of the group financial statements.
52

5.13

Foreign operations The monetary assets and liabilities of foreign operations are translated to Pakistani Rupees at exchange rates prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the rates of exchange prevailing at the date of recognition of such assets and liabilities. Results of foreign operations are translated using an average of exchange rates for the year. Translation gains and losses Translation gains and losses are included in the profit and loss account except for those arising on the translation of net investment in foreign operations which are initially recognized in exchange translation reserve and recognized in profit and loss account on disposal of net investment in foreign operations. 5.14 Financial instruments Financial instrument are categorized in relevant notes. Financial Assets The classification depends on the purpose for which asst are acquired. Management determines the classification of its financial assets at initial recognition. a) Loans and receivables These are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. All financial assets are recognized at the time when the Company becomes a party to the contractual provisions of the instrument. Regular purchases and sales of investments are recognized on trade date-the date on which the Company commits to purchase or sales the assets. Financial assets are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets are derecognized when the right to receive the cash flows from the assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownerships. Loan and receivables and held-to-maturity investments are carried at amortized cost using the effective interest method. The Company assesses to each balance sheet date whether there is objective evidence that a financial asset at a group of financial assets in impaired. Financial Liabilities All financial liabilities are recognized at the time when the Company becomes a party to the contractual provisions of the instruments. A financial liability is derecognized when the obligation under the liability is discharge or cancelled or expired. 5.15 Offsetting of financial assets and financial liabilities Financial assets and liabilities are off-set and the net amount in reported in the financial statements only when the Company has a legally enforceable right to off-set the recognized amounts and the Company intends either to settle on a net basis or to realize the assets and settle the liability simultaneously. 5.16 Regular way purchase and sale transactions All purchases and sales of financial assets that require delivery within the time frame established by regulation or market convention are recognized at the trade date. Trade date is the date on which the group commits to purchase or sell the asset. 5.17 Segment reporting A business segment is a distinguishable component of the group that is engaged in providing an individual product or service or a group of related products or services and that is subject to risk and returns that are different from those of other business segments. As the risk and rate of return are predominantly affected by difference in these products or services, the primary format for reporting segment information is based on business segment.
53

5.18

Transfer pricing and related parties Related parties include the company's subsidiaries, associates, directors and key management personnel. All transactions involving related parties arising in the normal course of business are conducted at arms length at normal commercial rates on the same terms and conditions as third party transactions using valuation modes, as admissible, except in extremely rare circumstances where, subject to the approval of the Board of Directors, it is in the interest of the company to conduct related party transactions at a price other than the arm's length price. Dividend Dividend distribution to the company's shareholders is recognized as a liability in the company's financial statements in the period in which such dividends are approved. Presentation Figures have been rounded-off to the nearest rupee. 2009 Rupees 2008 Rupees 52,516,748 37,312,000 27,819,796 117,648,544

6 PROPERTY AND EQUIPMENT Property and equipment Capital work-in-progress Intangible assets

6.1 6.2 6.3

41,187,681 37,312,000 25,196,050 103,695,731

54

6.1
OWNED ASSETS Description

PROPERTY, PLANT AND EQUIPMENT

LEASED ASSETS

Furniture Communicati ISP Computers Office Radio Medical Network Call Vehicles Generator Switching Parking Sub total Vehicles Generator Office Computers Network Call Sub and on equipment equipment equipment equipment Transcripti equipment Centre equipment slots equipment equipment Centre Total fixtures on equipment equipment equipment 1,881,952 187,315 (32,443) (377,939) (199,173) 1,459,712 2,606,446 (333,137) 2,273,309 3,331,373 (1,058,064) 2,273,309 2,273,309 (333,137) 1,940,172 119,050 (23,810) 95,240 106,918 (93,727) 13,191 238,100 468,633 (119,050) (361,715) 119,050 106,918 (8,000) 24,000 (1,382,978) (164,736) 1,620,555 (2,394,000) (527,384) 3,284,610 5,273,835 (1,989,225) 3,284,610 3,284,610 (527,384) 2,757,227 (20,543) 94,583 115,126 205,426 (90,300) 115,126 (20,583) 115,126 (1,656,508) 824,140 2,480,647 3,111,012 (27,520) (669,844) 2,413,648 8,282,538 (5,801,891) 2,480,647 6,739,744 (3,628,732) 3,111,012 142,860 296,250 1,290 (89,120) (23,810) (101,502) 119,050 106,918 32,000 3,168,269 1,977,695 (517,983) 1,459,712 1,459,712 (149,663) (173,212) 1,136,837 29,327,124 (5,007,733) 24,319,391 50,077,332 (20,750,208) 29,327,124 41,373,197 55,618 (30,881) (7,062,615) (5,008,194) 29,327,125 2,394,000 4,386,528 831,554 (1,112,837) (1,624,598) 2,480,647 5,961,366 (247,614) (691,220) (856,379) (1,055,140) 3,111,013 3,811,994 132,800 4,829 (1,920) 753,951 66,941,611 3,045,978 44,220 45,658 (46,431) (60,461) (13,186,748) (44,220) (9,110,476) (1,427,300) 707,520 44,629,584 1,618,678 382,500 (42,500) 340,000 425,000 (85,000) 340,000 24,000 (8,000) 16,000 1,620,554 (164,736) 1,455,818 707,520 44,629,584 1,618,678 (177,183) (1,277,000) (44,220) (8,722,854) (150,300) 663,300 35,729,547 191,378 340,000 (42,500) 297,500 209,175 (24,230) 184,945 242,300 (57,355) 184,945 184,945 (24,230) 160,715

Total

Year ended Jun 30, 2008 Opening net book amount Additions/Adjustment Acc. depreciation/Adjustment Disposals-net Depreciation charge for the year Closing net book amount As at Jun 30, 2008 Cost/assessed value Accumulated Net book amount Year ended Jun 30, 2009 Opening net book amount Additions Disposals-net Depreciation charge for the year Closing net book amount As at Jun 30, 2009 Cost/assessed value Accumulated Net book amount 1,732,123 (595,286) 1,136,837 10% 10% 10% 20% 10% 10% 50,077,332 (25,757,941) 24,319,391 8,282,538 (7,458,398) 824,140 6,698,444 (4,284,796) 2,413,648 5,273,835 (2,516,609) 2,757,227 205,426 (110,843) 94,583 10%

1,012,265 -

324,219 -

(278,640) 733,625

(37,556) 286,663

5,342,057 10,316,194 77,257,805 45,658 (60,461) - (13,186,748) (618,804) (2,429,030) (11,539,506) 4,723,253 7,887,164 52,516,748

80,000 3,294,722 884,400 80,853,798 7,136,500 (56,000) (1,674,168) (176,880) (36,224,214) (5,517,822) 24,000 1,620,554 707,520 44,629,584 1,618,678

1,393,200 (659,575) 733,625

375,563 (88,900) 286,663

6,188,038 15,760,601 96,614,399 (1,464,785) (7,873,437) (44,097,651) 4,723,253 7,887,164 52,516,748

733,625

286,663

(278,640) 454,985

(37,556) 249,107

4,723,253 7,887,164 (1,277,000) (618,804) (1,152,030) 4,104,449 5,458,134

52,516,748 (1,454,183) (9,874,884) 41,187,681

3,331,373 (1,391,201) 1,940,172 10%

238,100 468,633 (142,860) (455,442) 95,240 13,191 10% 20%

80,000 3,294,722 884,400 80,566,926 751,500 425,000 (64,000) (1,838,904) (221,100) (44,837,379) (560,122) (127,500) 16,000 1,455,818 663,300 35,729,547 191,378 297,500 10% 5% 5% 20% 10%

242,300 (81,585) 160,715 10%

1,393,200 375,563 (938,215) (126,456) 454,985 249,107

6,188,038 9,375,601 89,942,527 (2,083,589) (3,917,467) (48,754,846) 4,104,449 5,458,134 41,187,681

20%

10%

10%

6.1.1 Depreciation expense has been allocated as under: 2009 Cost of services Administrative expenses 28 30 Rupees 2008 8,927,937 2,611,569 11,539,506

7,640,045 2,234,839 9,874,884

6.1.2 Communication equipments appearing in the books of the subsidiary were revalued as at June 30, 2003 by a firm of independent valuers Asif Associates (Private) Limited, registered surveyors and valuation consultants. Fair market value basis was used for the revaluation. Had the communication equipment been carried out at cost the book value of the assets would have been approximately the same as stated above as per the reason that such assets were acquired during that year at fair value as part of acquisition of subsidiary.

Since the revaluation was carried out before the acquisition of the subsidiary, the surplus amounting to Rs. 12,669,598 was accounted for as a pre acquisition reserve and hence been eliminated in these consolidated financial statements.

55

6.1.3

DISPOSAL OF PROPERTY AND EQUIPMENTS Particulars OWNED Computers Communication Equipment Furniture and fixture Office equipments Generator ISP equipment Switching equipment 2008 2008 5,821,203 4,708,366 13,371,128 6,308,513 686,862 1,352,134 300,000 308,923 645,755 150,000 1,112,837 7,062,615 377,939 706,379 150,000 2,394,000 1,382,978 190,100 367,701 460,900 290,000 (922,737) Negotiation (7,062,615) Negotiation (10,238) Negotiation (245,479) Negotiation 140,000 Negotiation Various Various Various Various Various Various Various Cost Accumulated Written Down Sale depreciation Value proceeds Gain/ (Loss) Mode of disposal Particular of buyers

5,985,000 3,591,000 1,842,132 459,154

(2,394,000) Negotiation (1,382,978) Negotiation

29,358,459 16,171,711 13,186,748 29,358,459 16,171,711 13,186,748

1,308,701 (11,878,047) 1,308,701 (11,878,047) 2009 Rupees 2008

6.2

Capital work in progress Building 6.2.1

37,312,000

37,312,000

6.2.1 This represents building acquired under a finance lease arrangement. The management has assessed that substantial outflow of resources is required to bring the building into useable condition and hence it would be capitalized after completion of necessary renovation. The building has thus been classified as capital work-in-progress. 2009 6.3 Intangible assets Cost Amortization to date Rupees 2008

37,654,421 (12,458,371) 25,196,050

104,324,995 (76,505,199) 27,819,796

6.3.1 Following is reconciliation of carrying amount of intangible assets:

56

6.3.2

Goodwill and customer list relate to the acquisition of subsidiary by AMZ Access Inc. The remaining negative goodwill is charged to profit and loss account as income immediately and goodwill on consolidation has not been amortized in accordance with the directive of SECP Vide SRO 1228 (I)/2006 dated December 6, 2006 and ICAP's Circular No. 03/2007. As per the audited consolidated financial statements of AMZ Access (Private) Limited, on October 01, 2004, AMZ Access Inc. acquired 100% of the issued and outstanding shares of the capital stock of USD 788,704. Of this amount USD 438,684 was allocated to the purchase of customer list and USD 231,266 to goodwill. No value was assigned to certain covenants under the agreement including a covenant not to compete with the former stockholders. Management has estimated the value and useful lives of intangible assets purchased in connection with its acquisition of Global Transcriptions based on its knowledge of the industry, information provided by the former stockholders and related factors. It is management's further belief that the additional cost of perfecting this data such as through independent appraisal of similar methods would outweigh the benefits received.

6.3.3

Total amortization expense for the year charged to operations in respect of customer list was Rs.2,623,746 (2008: Rs.22,362,101). Note 2009 Rupees 2008

7 LONG TERM ADVANCES - Unsecured considered good Due from executives Less: Current maturity Due from executives Due from non executive employees

2,592 (2,592) 2008 Rupees

Note 8 DEFERRED COSTS Balance at beginning of the year Holding company Subsidiaries Amortization for the year

2009 Rupees

380,328 2,476,292 2,856,620 (2,856,620) -

760,656 4,952,556 5,713,212 (2,856,592) 2,856,620

8.1

Deferred costs incurred up to July 5, 2004 have been capitalized and are being amortized over a period of five years. These include formation expenses, share floatation charges and other preliminary expenses. Costs incurred after July 5, 2004 is being charged directly to income.

9 LONG TERM DEPOSITS Leasing companies Less: Current portion Deposits with Pakistan Telecommunication Authority (PTA) Utilities deposits Others 10 1,742,750 1,742,750 47,500 384,695 2,174,945 837,000 (152,500) 684,500 2,380,481 47,500 1,982,945 5,095,426

This represents refundable security deposit given to PTA against various lines for internet services.
57

11

TRADE DEBTS - Unsecured Considered good Considered doubtful Less: Provision for doubtful debts 11.1

5,135,819 19,855,844 24,991,663 (19,855,844) 5,135,820 18,908,316 947,528 19,855,844 19,855,844 2009

9,427,967 18,908,316 28,336,283 (18,908,316) 9,427,967 21,462,718 11,100,849 32,563,567 (13,655,251) 18,908,316 Rupees 2008

11.1 Movement in the provision for doubtful debts is as follows : Balance at beginning of the year Provision during the year Write off during the year

Note 12 ADVANCES - Unsecured, considered good To related parties Executives Other advances Non executive employees Suppliers Advance income tax

774,505 476,352 31,855 1,528,555 2,036,762 2,811,267

476,760 31,855 1,528,555 2,037,170 2,037,170

13

TRADE DEPOSITS AND PREPAYMENTS Security deposits Prepayments

13.1

214,000 214,000 -

214,000 1,405,438 1,619,438 2,238 71,700 1,331,500 1,405,438

13.1 Prepayments Insurance Rents, rates and taxes Guarantee commission 14 OTHER RECEIVABLES Receivable from related parties Other receivables 14.1

14.1 Aggregate amount due from related parties is as follows: AMZ Technologies (Private) Limited 15 CASH AND BANK BALANCES Cash in hand At bank in current accounts

601,255 601,255

173,219 964,865 1,138,084 173,219

10,702 1,089,535 1,100,237

5,369 1,374,293 1,379,662

58

Note 16 AUTHORIZED SHARE CAPITAL 2009 2008 Number of ordinary shares of Rs. 10 each 92,500,000 7,500,000 100,000,000 92,500,000 Ordinary class A 7,500,000 Ordinary class B 100,000,000 16.1

2009

Rupees

2008

925,000,000 75,000,000

925,000,000 75,000,000

1,000,000,000 1,000,000,000

16.1 The holders of each class 'A' ordinary share will be entitled to vote on all matters presented to the shareholders. However, the holder of Class 'B' ordinary shares had the following additional rights, privileges and benefits that are not further available because of non achievement of performance benchmarks: The class 'B' ordinary shares specifically and only for purposes of (i) voting for election for Directors of the Company and (II) voting from removal of any Director of the Company, have four votes for each class 'B' ordinary shares as compared to one vote for each class 'A' ordinary shares. Currently class 'B' share holders are treated at par with class 'A' shareholders in compliance with Clause 133(a)(2) and Clause 133(d) of the Articles of Association of the Company. 17 ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL 2009 2008 Number of Ordinary Shares of Rs. 10 each 22,500,000 Ordinary class A shares fully paid in cash 7,500,000 Ordinary class B shares for consideration other than cash17.1 than cash17.1 30,000,000 225,000,000 225,000,000

22,500,000 7,500,000

30,000,000

300,000,000

300,000,000

59

17.1 This represents shares exchanged by the holding company with the shareholders of AMZ Access(Private) Limited in consideration for an equal number of shares at face value. 18 LIABILITY AGAINST ASSETS SUBJECT TO FINANCE LEASE The amount of future payments and the year in which they will become due are:

18.1 This represents finance leases entered into with a modaraba and a local bank for office premises and vehicle respectively. Total lease rentals due under various lease agreements aggregate to Rs. 42.942 million (2008: Rs. 42.942 million) and are payable in equal monthly installments latest by 2010. Taxes, repairs, replacement and insurance costs are to be borne by the group In case of termination of agreement, the group has to pay the entire rent for the unexpired period. Financing rates of approximately 3.2% to 13.62% (2008: 3.2% to 13.62%) per annum have been used as a discounting factor. The lease of office premises carries a floating rate of Karachi Interbank Offer Rate (KIBOR) + 8% (2008 : KIBOR + 8%) per annum with no floor or cap. 2009 2008 Note Rupees 19 LONG TERM LOANS From banking companies / financial institutions Secured Orix Investment Bank The Bank of Punjab Orix Leasing Pakistan Limited From related parties - unsecured Directors Current maturity of long term loans Orix Investment Bank Pakistan Limited The Bank of Punjab Orix Leasing Pakistan Limited Directors
60

19.1 19.2 19.3 19.4

30,000,000 120,000,000 24,000,000 174,000,000 13,668,318 11,250,000 120,000,000 24,000,000 3,000,000 158,250,000 29,418,318

30,000,000 120,000,000 24,000,000 174,000,000 14,782,000 11,250,000 120,000,000 24,000,000 3,000,000 158,250,000 30,532,000

19.1 Orix Investment Bank The facility carries markup at the rate of KIBOR+4% (2007: KIBOR+4%) per annum with no floor and cap. Principal is payable starting from February 2008 to August 2011 of Rs. 3,750,000 each after every 6 months and markup is repayable on quarterly basis. The finance is secured by way of first pari passu charge on all present and future plant, machinery equipments and book debts valuing Rs. 40,001,000. The loan has subsequently been renewed on August 5, 2006, for a period of five years including a grace period of one year (refer note 24.1). 19.2 The Bank of Punjab This represents finance resheduled by Bank of Punjab from working capital to term finance for a period of two years and three months starting from October 01, 2008 to December 31, 2008. The finance carried markup at the rate of 3 months KIBOR ask side plus 350 basis points and is secured by way of demand promissory notes and guarantees of Rs. 128 million issued by First Dawood Investment Bank Limited. The finance was initially provided to issue listed, non voting and redeemable preference shares there against. However, the management has suspended the said issue of preference shares and the Bank of Punjab has conveyed in principle interest vide its letter dated July 6, 2006 to convert the outstanding balance into long term finance facility. The Bank of Punjab through its offer letter dated December 01, 2006 has extended the maturity of the finance facility to December 31, 2007. Again the Bank of Punjab through its facility offer letter dated March 30, 2007 extended the maturity of the said facility to December 31, 2008 with markup at the rate of 6 month KIBOR plus 350 basis points payable quarterly. The principal amount will be repaid on September 30, 2008 and December 31, 2008 of Rs. 60 million each.However, during September 2008, the Bank of Punjab has called the Bank Guarantee provided by the First Dawood Investment Bank Limited (FDIBL) against this Term Finance facility. 2009 2008 Rupees 12,000,000 12,000,000 24,000,000

Note 19.3 Orix Leasing Pakistan Limited Loan 1 Loan 2 19.3.1 19.3.1 19.3.2

12,000,000 12,000,000 24,000,000

The Company has applied for rescheduling to lender on a long term basis for a period of two years expired on September 1, 2008. Markup for subsequent period shall be six months KIBOR plus 5 percent and payable semi annually. Principal shall be payable on maturity. The loan is secured against personal property and guarantees of Directors and their close relatives.

19.3.2 This represents two years term loan availed to finance the working capital requirements. The loan carries markup at the rate of 6 months ask KIBOR plus five percent. Markup is payable semi annually. Principal is payable through one payment at the time of maturity. The loan is secured against book debts and equipments valuing Rs. 24,000,000 and personal guarantees of directors. 19.4 Directors loan This represents long term loan received from a Director and Sponsors of the group for a period of two years to meet the working capital requirements of the group. The loans does not carry any markup and payable on demand after June 2009. Note 20 DEFERRED INCOME Deferred revenue Amortization for the year 2009 Rupees 2008

105,718 (105,718) -

211,446 (105,728) 105,718

20.1 This represents excess of sale value over carrying value of assets under sale and lease back arrangement. Lease term of the assets is three years, therefore, this revenue is being amortized over the same period as per requirements of IAS 17 'Leases'.
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21

LONG TERM DEPOSITS Deposits

21.1

278,556

21.1 This represents calling card deposits and other deposits received from dealers. 22 TRADE AND OTHER PAYABLES Creditors Accrued liabilities PTA Royalty payable Tax deducted at source Connectivity charges payable Payable to Associated Co. Others payables 19,476,917 16,247,544 240,259 2,646,678 29,026,061 7,336,158 74,973,616 26,378,780 24,105,271 240,259 2,645,913 2,345,235 6,266,963 61,982,420

22.1

22.1 Included in the above is a sum of Rs.4,883,592 (US$ 59,556) (2008: Rs.4,079,565 (US$ 59,556) representing balance payable in respect of investments made in Global Transcriptions - a subsidiary company. 23 ACCRUED FINANCIAL CHARGES On finance lease arrangements On long term finances 4,603,041 39,541,632 44,144,673 2009 9,632,676 9,632,676 2008

Note 24 SHORT TERM FINANCES - Secured From related parties-unsecured 24.1

Rupees

69,119,096

95,704,096

24.1 This represents short term loan obtained from a related party for meeting working capital requirements. The loan does not carry mark up. 25 CURRENT MATURITY OF NON CURRENT LIABILITIES Liabilities against assets subject to finance lease Long term loans 26 CONTINGENCIES AND COMMITMENTS 18 19 31,997,992 158,250,000 190,247,992 12,283,058 158,250,000 170,533,058

26.1 Contingencies Outstanding letter of guarantee issued in respect of lease of building to B.R.R International Modaraba amounting to Rs. 57.312 million (2008: Rs. 57.312 million). Guarantees valuing Rs. 128 million issued by First Dawood Investment Bank Limited to secure long term finance obtained from The Bank of Punjab. Note 2009 Rupees 2008 Rupees

26.2 Commitments Commitments for rentals under operating lease agreements are as follows: Within one year 17,541,537 One to five years 25,400,114 42,941,651
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17,541,537 25,400,114 42,941,651

Note 27 REVENUE - NET Business process outsourcing Sale of software Transcription, billing and coding, call center and data research Sales discount Discount (Loss) on shares trading 27.1

2009 Rupees

2008 Rupees

49,207,787 (32,150) 49,175,637 49,175,637

384,000 50,607,445 (21,928) 50,969,518 (9,352,839) 41,616,679

27.1 This represents losses incurred by trading in shares of listed companies. During the current year the Company has not made any trade in shares. 28 COST OF SERVICES Salaries, wages and benefits Utilities Communication Hostacy expenses Outsourcing charges Connectivity charges Traveling & conveyance Depreciation Operating lease rentals 28.1 9,420,912 4,735 16,347,946 327 7,640,045 33,413,965 20,929,372 62,015 4,316,386 251,516 17,546,241 161,040 944 8,927,937 40,570 52,236,021

6.1.1

28.1 The group does not offer retirement benefits. 29 MARKETING AND DISTRIBUTION EXPENSES Salaries, wages and benefits Advertisement Traveling and conveyance 4,936,367 5,839,347 2,943 10,778,657 Note 2009 Rupees 8,387,975 79,800 126,404 100,820 1,066,473 1,675,492 133,600 910,506 949,527 161,527 931,275 133,182 1,181,850 526,963 348,211 130,110 136,545 8,500 275,155 2008 Rupees 848,117 147,015 126,545 21,600 771,196 1,287,732 120,606 11,100,849 43,275 820,439 125,567 8,130 550,000 5,310,047 83,929

30

ADMINISTRATIVE EXPENSES Salaries Utilities Fee and subscription Advertisement Vehicle running and maintenance Insurance Traveling and conveyance Provision for doubtful debts Write offs Entertainment Office maintenance Printing and stationery Security charges Auditors' remuneration Legal and professional Rent rates and taxes
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30.1

Repairs and maintenance Amortization of deferred costs Other expenses Depreciation 30.1 Auditors' remuneration Statutory audit fee Half yearly review Audit of consolidated financial statements Certificate of Code of Corporate Governance Internal Audit Fee Out of pocket expenses 31 OTHER INCOME/(Loss) Income from financial assets Other income Exchange gain Income from other than financial assets Amortization of deferred income Deposits written off Gain/(Loss) on sale of property and equipment

8 6.1.1

75,632 2,856,620 593,776 2,234,839 22,474,470 1,070,150 50,000 61,700 1,181,850

21,930 2,856,592 1,883,621 2,611,569 28,738,757 300,000 50,000 25,000 25,000 150,000 550,000

11,575,197 (728) 11,574,469 20 31.1 105,718 (540,000) 1,347,097 912,815 12,487,284 2009 Rupees 925,767 (118,665) 807,102

3,520,828 205,109 3,725,937 105,728 (11,878,047) (11,772,319) (8,046,382) 2008 Rupees (11,878,047) (11,878,047)

Note 31.1 GAIN ON SALE OF PROPERTY AND EQUIPMENT Gain on sale of property and equipment Loss on sale of property and equipment 32 FINANCE COST Lease finance charges Markup on loans and finances Bank guarantee commission Bank charges

6.1.3

5,304,264 30,923,294 1,279,999 217,745 37,725,302 37,725,302

6,670,117 26,180,235 2,328,548 84,321 35,263,221 35,263,221

33

INCOME TAX EXPENSE

33.1 Current Income of the holding company is exempt from tax. Due to tax loss for the year no minimum tax has been provided under section 113 of the Income Tax Ordinance 2001 in the financial statement of the subsidiary company. 33.2 Deferred As of June 30, 2009, the US incorporated subsidiaries of AMZ Access (Private) Limited carried accumulated losses of approximately Rs. 136,121,765 (USD 1,676,996) {2008: Rs. 110,870,119 (USD 1,579,067)}, which could be used to offset future income resulting in deferred tax asset of Rs.47,642,617 (USD 586,948) {2008: Rs. 37,747,596 (USD 552,673}. As recovery of this asset is dependent upon achieving profitable operations, the same has not been recognized in these financial statements.
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Certain activities of the AMZ Access (Private) Limited are exempt and certain are taxable. The company has carried forward tax losses amounting to Rs. 65,753,770 upto tax year 2008 and no provision is made for minimum taxation is made due to loss for the current year in accordance with the requirements of the Finance Act 2008..Further, income of the holding company is exempt from tax till 2014.Therefore, deferred tax has not been accounted for in these financial statements. 33.3 Effective tax rate reconciliation In view of tax loss for the current year no provision for taxation is provided in accordance with the requirements of the Income Tax Ordinance, 2001 has been provided. Therefore, reconciliation of effective tax rate has not been presented. 34 LOSS PER SHARE Basic Loss per share is calculated by dividing the net loss for the year by the weighted average number of shares outstanding during the year as follows: 2009 Rupees (45,353,219) 30,000,000 (Rupees) (1.51) 2008 Rupees (87,936,967) 30,000,000 (2.93)

Note Net loss for the year attributable to ordinary shareholders - Rupees Weighted average number of shares outstanding Loss per share - Basic and diluted

Diluted There is no dilution effect on the basic earnings per share of the company as the company has no such commitments.

CASH USED IN OPERATIONS AFTER WORKING CAPITAL CHANGES Loss for the year before taxation (45,353,219) Adjustment for: Depreciation 6.1.1 9,874,884 Amortization of deferred costs 8 2,856,620 Amortization of intangible assets 2,623,746 Amortization of deferred income 20 (105,718) Provision for doubtful debts 30 910,506 Bad debts written off 30 949,527 Deposits written off 540,000 (Gain)/Loss on sale of fixed assets - net 31 (1,347,097) Finance cost 32 37,725,302 Cash used in operations before working capital changes 8,674,550 Working capital changes (Increase) / decrease in current assets Trade debtors Advances Deposits and prepayments Other receivables
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(105,304,959) 11,539,506 2,856,592 22,362,101 (105,728) 11,100,849 11,878,047 35,178,900 (10,494,692)

2,432,114 (619,005) 1,405,438 536,829 3,755,376

885,769 725,804 (254,945) (877,623) 479,004

(Decrease) / Increase in current liabilities Trade and other payables Cash used in operations after working capital changes 36 12,991,196 25,421,122 20,096,008 10,080,320

REMUNERATION OF CHAIRMAN, DIRECTORS AND EXECUTIVES

36.1 The aggregate amount charged in the financial statements for remuneration, including benefits to the Chairman and executives of the group is given below:

36.2 The Chairman is provided with the free use of company maintained car. 37 TRANSACTIONS WITH RELATED PARTIES The related parties comprises AMZ Access (Private) Limited, AMZ Securities (Private) Limited, AMZ Technologies (Private) Limited, AMZ Access Inc and Global Transcription, key management personnel and companies in which directors are common or a director hold office. The transactions with key management personnel are mentioned in relevant note: Following is the summary of transactions with related parties disclosed as consolidated figures with other figures elsewhere in these financial statements.
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37.1 During the year ended June 30, 2009, the holding company utilized office premises of AMZ Securities (Private) Limited free of cost. Had the premises been acquired on operating lease from an independent third party, the company would have incurred rent expense of Rs. 120,000. 2009 Rupees 2008 Rupees

Note Transactions incurred by AMZ Venture Limited AMZ Access (Private) Limited (Common directorship) Loan received Loan paid Services rendered Services received AMZ Asset Management Limited (Common directorship) Loan received AMZ Securities (Private) Limited (Common directorship) Loan received Loan paid Transactions incurred by AMZ Access (Private) Limited Global Transcription (A US based indirect subsidiary) Services rendered Receipt against services rendered AMZ ACCESS IINC. AND SUBSIDIARY Gain on remeasurement of investment AMZ Ventures Limited (Holding company) Receipt of Short term finance Repayment of Short term finance Interest expense AMZ Technologies (Private) Limited (Common directorship) Payment of lease rentals on behalf of the company AMZ Securities (Private) Limited (Common directorship) Receipt of Short term finance Repayment of Short term finance Reimbursement of expenses(payment) Sale of furniture, fixture and equipment AMZ Asset Management Limited (Common directorship) Services rendered Sale of furniture, fixture and equipment Apvision (Pvt) Limited (Common directorship) Services rendered Services received Sale of furniture, fixture and equipment
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76,800 3,147,381 20,146,157 29,000,000 1,515,000 26,236,000

18,236,377 16,976,349 13,895,128 16,971,000 -

779,338 779,338 16,000,000

2,804,849 2,804,849 11,342,500

3,146,381 76,800 18,925,728 199,280

1,260,028 13,895,128 52,142

1,000,000 2,864,000 -

(22,253,350) (1,443,407) 3,200,000 1,188,128 384,000 216,576 494,201

38

SEGMENT INFORMATION The group has two primary reporting segments namely Internet and Related Services and 'Business Process Outsourcing (BPO) based on the nature of business and the related risks and returns associated with these segments. Internet and related services consist of revenue from sale of scratch cards, band width sale and dial up connections whereas BPO functions consist of medical and legal transcription services, data research services, software development and medical billing. Inter-segment transactions are carried out at prices that are not materially different from those that would be available from / offered to independent counterparties. There were no inter-segment transactions during the year. Segment assets and liabilities include all assets and liabilities related to the segment and relevant proportion of the assets and liabilities allocated to the segment on a reasonable basis. Segment revenues and expenses include all revenues and expenses related to the segment and relevant proportion of the revenues and expenses allocated to the segment on a reasonable basis.

Profit / (Loss) from operating activities Marketing and distribution costs Administrative expenses Other income Gain / (Loss) on sale of property and equipment Amortization of intangibles Financial charges Loss before taxation and minority interest Income tax expense Loss after taxation Attributable to: Equity holders of the parent Minority interest

15,761,673 (10,778,657) (19,617,850) 13,834,381 1,347,097 (2,856,620) (37,725,302) (50,813,936) (50,813,936) (45,202,646) (150,573) (45,353,219)

(10,619,343) (275,155) (25,882,165) (8,046,382) (1,128,300) (2,856,592) (35,263,221) (84,071,158) (592,323) (84,663,481) (105,545,703) (351,579) (105,897,282)

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GEOGRAPHICAL SEGMENT ANALYSIS

Note 39 FINANCIAL INSTRUMENTS BY CATEGORY FINANCIAL ASSETS Loans and receivables Loans and advances Advances Long term deposits Cash and bank balances

2009 Rupees

2008 Rupees

2,811,267 2,174,945 1,100,237 6,086,449

155,092 2,037,170 5,095,426 1,379,662 8,667,350

At amortized cost Trade deposits and Prepayments Trade debts Other receivables Short term loan and advances FINANCIAL LIABILITIES Financial liabilities at amortized cost Short term financing Loans from banking companies Creditors, accrued and other liabilities Long term deposits At fair value through profit or loss Accrued mark up

214,000 5,135,820 601,255 5,951,075

1,619,438 9,427,967 1,138,084 12,185,489

69,119,096 219,684,065 74,973,616 727,553,555 44,144,673

95,704,096 223,807,794 61,982,420 278,556 763,267,176 9,632,676

40 FINANCIAL INSTRUMENTS AND RISK MANAGEMENT The Company's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Company's overall risk management focuses on the unpredictability of financial markets and seeks potential adverse effects on the Company's financial performance. Risk managed and measured by the Company are explained below: a) Credit risk b) Liquidity risk c) Market Risk The Board of Directors has overall responsibility for the establishment and oversight of Companys risk management framework. The Board is also responsible for developing and monitoring the Companys risk management policies.
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a) Credit risk Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties fail completely to perform as contracted. Out of the total financial assets of Rs. 12.027 million (2008: Rs. 20.847 million), the financial assets which are subject to credit risk amounted to Rs. 20.847 million (2008: Rs. 20.847 million). All investing transactions are settled / paid for upon delivery as per the advice of investment committee. The Company's policy is to enter into financial instrument contract by following internal guidelines such as approving counter parties and approving credits. The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to the credit risk at the reporting date is: Note Loans and advances Advances Long term deposits Cash and bank balances Trade deposits and Prepayments Trade debts Other receivables 2009 Rupees 2,811,267 2,174,945 1,100,237 214,000 5,135,820 601,255 12,037,523 2008 Rupees 155,092 2,037,170 5,095,426 1,379,662 1,619,438 9,427,967 1,138,084 20,852,839

b) Liquidity risk Liquidity risk is the the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure as far as possible to always have sufficient liquidity to meet its liabilities when due. The company is not materially exposed to liquidity risk as all obligations / commitments of the Company are short term in nature and are restricted to the extent of available liquidity. The following are the contractual maturities of the financial liabilities, including estimated interest payments:

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c) Market Risk Market risk is the risk that changes in market price, such as foreign exchange rates, interest rates and equity prices will effect the Company's income or the value of its holdings of financial instruments. d) Currency risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. At year end, the Company is not exposed to any currency risk. e) Interest rate risk Interest rate risk represents the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. At the balance sheet date the interest rate profile of the Companys interest-bearing financial instruments was as follows: Cash flow sensitivity analysis for variable rate instruments A change of 100 basis points in interest rates at the reporting date would have increased / (decreased) profit and equity for the year by the amounts shown below. The analysis assumes that all other variables remain constant. The analysis is performed on same basis for 2008. Profit and Loss 100 bp Increase (Decrease) 2,303,484 2,293,170 (2,303,484) (2,293,170)

As at June 30 2009 Cash flow Sensitivity - Variable Rate Instruments As at June 30 2008 Cash flow Sensitivity - Variable Rate Instruments

The sensitivity analysis prepared is not necessarily indicative of the effects on profit for the year and asset s of the Company. f) Capital risk management The Companys objective when managing capital are to safeguard the Companys ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The company finances its operations through equity, short term borrowings and by managing working capital. Quantitative data for share capital and share premium is given in statement of changes in equity and data for short term borrowings is given in note 18 of the financial statements. Company's gearing ratio is (6845.63)% (2008: 466.27%). g) Fair value of financial assets and liabilities The estimated fair value of financial instruments is not significantly different from their book value as shown in these financial statements. Fair value is the amount at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. 41 DATE OF AUTHORIZATION FOR ISSUE These financial statements were authorized for issue by the Board of Directors of the Company on October 10, 2009. 42 GENERAL Figures have been rounded off to the nearest rupee.

Chairman & Chief Executive

71

Director

PATTERN OF SHAREHOLDING AS AT JUNE 30, 2009

72

73

Form of Proxy
I/We of being member(s) of AMZ Ventures Limited holding ordinary shares hereby appoint Mr./Mrs./ Miss of another member of the Company or failing him / her of another member of the Company as my / our proxy in my / our absence to attend and vote for me / us and on my / our behalf at the 4th Annual General Meeting of the Company to be held on the 29th day of October , 2008 at 09:00 a.m. at the Company Registered Office 19th floor, Tower-B, Saima Trade Towers, I. I. Chundrigar Road, Karachi-74000 and at any adjournment thereof. As witness my / our hands seal this Signed by In the presence of Folio No. CDC Account No. Participant I.D. No. The Signature should agree with the specimen registered with the Company Signature on Five Rupees Revenue Stamp day of 2008.

Notes:

1. This Proxy Form, duly completed and signed, must be received at the Registered Office of the Company, 19th floor, Tower-B, Saima Trade Towers, I.I. Chundrigar Road, Karachi-74000 not less than 48 Hours before the time of holding the meeting. 2. If a member appoints more than one proxy and more than one instruments of proxies are deposited by a member with the Company, all such instruments of proxy shall be rendered invalid. 3. For CDC Account Holders / Corporate Entities In addition to the above the following requirement has to be met. i) Attested Copies of NIC or the passport of the beneficial owners and the proxy shall be provided with the proxy form. ii) The proxy shall produce his original NIC or original passport at the time of the meeting. iii) In case of a corporate entity, the Board of Directors resolution / power of attorney with specimen signature shall be submitted (unless it has been provided earlier) along with proxy form to the Company.
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