AMZVL Prospectus

THE INVESTORS ARE ADVISED IN THEIR OWN INTERESTS
TO CAREFULLY READ THE CONTENTS OF THE PROSPECTUS

ESPECIALLY THE RISK FACTORS GIVEN IN SECTION 4.13
BEFORE MAKING ANY INVESTMENT DECISION.
PROSPECTUS
FOR OFFER OF SHARES OF RS. 100,000,000 TO THE GENERAL PUBLIC
OUT OF THE TOTAL CAPITAL OF RS. 300,000,000
SUBSCRIPTION DATES
---------------------------------
From November 01, 2004 to November 03, 2004
Date of Publication
-------------------------
October 21, 2004
Lead Manager to the Issue

------------------------------
Aqeel Karim Dhedhi Securities (Pvt.) Limited
Underwritten By
--------------------
Aqeel Karim Dhedhi Securities (Pvt) Limited
First Dawood Investment Bank Limited
Pak Oman Investment Company Limited
Crescent Leasing Corporation Limited
Security Leasing Corporation Limited
S.NO. INDEX PAGE NO.
I. APPROVAL AND LISTING ON THE STOCK EXCHANGE......................2

II. SHARE CAPITAL AND RELATED MATTERS...........................................4
III. UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER
EXPENSES…....................................................................................................12
IV. HISTORY AND PROSPECTS ........................................................................14
V. FINANCIAL INFORMATION .......................................................................32
VI. MANAGEMENT OF THE COMPANY .........................................................38
VII. MISCELLANEOUS INFORMATION...........................................................44
VIII. APPLICATION AND ALLOTMENT INSTRUCTIONS............................48
IX. SIGNATORIES TO THE PROSPECTUS.....................................................52
X. MEMORANDUM OF ASSOCIATION..........................................................53
XI. APPLICATION FORM...................................................................................61
PROSPECTUS
PART I
1. APPROVAL AND LISTING ON THE STOCK EXCHANGE
1.1 APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN
Approval of the Securities & Exchange Commission of Pakistan (the “Commission”) as required under
Section 57(1) of the Companies Ordinance 1984 has been obtained by AMZ Ventures Limited (the
“Company” or “AMZVL”) for the issuance, circulation and publication of this Prospectus.
It must be distinctly understood that in giving this approval, the Commission does not take any
responsibility for the financial soundness of any scheme or for the correctness of any of the
statements made or opinions expressed with regard to them.
1.2 CLEARANCE OF THE PROSPECTUS BY THE KARACHI STOCK EXCHANGE

(GUARANTEE) LIMITED
The Prospectus of the Company has been cleared by the Karachi Stock Exchange (Guarantee) Limited
(“KSE”), in accordance with the requirements under its Listing Regulations. While clearing the
Prospectus, KSE neither guarantees the correctness of the contents of the Prospectus nor the
viability of the Company.
The KSE has not evaluated the quality of the offer and its clearance of the offer should not be
construed as any commitment of the same. The public / investors should conduct their own
independent investigation and analysis regarding the quality of the offer before subscribing.
1.3 LICENSE TO CARRY ON THE BUSINESS OF A VENTURE CAPITAL COMPANY
The Company has obtained from the Commission a license dated June 24, 2004 to undertake venture
capital investments, in terms of Rule 5(2) of the Non-Banking Finance Companies (Establishment and
Regulation) Rules 2003 for a period of one year, from June 24, 2004 to June 23, 2005, subject to the
conditions mentioned below, or as may be prescribed or imposed hereafter:
1. AMZ Ventures Limited and the Venture Capital Funds operated by it shall strictly comply
with the Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003;
2. AMZ Ventures Limited shall submit a half yearly report, together with a copy of the
balance sheet and income and expenditure account within two months of the close of its
half year; and
3. The license is valid for a period of one year from the date of issuance and shall be
renewable annually, as specified in the Non-Banking Finance Companies (Establishment
and Regulation) Rules, 2003.
1.4 APPROVAL / RELAXATIONS FROM THE COMMISSION
The Company has also obtained following relaxations and approvals from the Commission:
1. Relaxation of Rule 22(a) of the NBFC Rules 2003 permitting the Company to expose more than 40%
(forty percent) of its equity attributable to Venture Capital Investment segment to any single person or
group of companies;
2. Relaxation of Rule 7(2)(i) of the NBFC Rules 2003 and relaxation of Rule 8 of the Companies (Issue
of Capital) Rules, 1996 permitting the Company to issue 7,500,000 ordinary Class B shares @ Rs.10/-
each against consideration otherwise than in cash i.e. against acquisition of 7,500,000 ordinary shares of
Go Internet & Software Services (Private) Limited at Rs.10/- each; and
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PROSPECTUS
3. Approval under Rule 5(1) of Companies’ Share Capital (Variation in Rights and Privileges) Rules,
2000 allowing the Company to issue ordinary Class A and ordinary Class B shares, such that Class ‘A’
shares and Class ‘B’ shares shall in all respects rank pari passu, save for the purposes of Section 178(5)
of the Companies Ordinance (viz. election of directors), each Class ‘B’ share shall carry 4 votes and
each Class ‘A’ share shall carry 1 vote.
1.5 FILING OF THE PROSPECTUS AND OTHER DOCUMENTS WITH THE REGISTRAR
OF COMPANIES
The Company has filed with the Registrar of Companies, Karachi, as required under Section 57(3) and
(4) of the Companies Ordinance 1984, a copy of this Prospectus signed by all the Directors of the
Company together with the following documents attached thereto:
(a) A Letter dated July 27, 2004 from Ford Rhodes Sidat Hyder & Co., Chartered Accountants
consenting to the issue of the Prospectus, which contains in Part V certain statements and reports issued
by them as experts (which consent has not been withdrawn) under section 57(5) of the Companies
Ordinance”
(b) Copies of material contracts and agreements mentioned in Part VII of this Prospectus under section
57(4) of the Companies Ordinance.
(c) Written confirmations of the Auditors, Legal Adviser, Bankers to the Issue, mentioned in this
Prospectus consenting to act in their respective capacities, as required under Section 57(5) of the
Companies Ordinance;
(d) Consent of Directors and Chief Executive of the Company to their respective appointments being
made and their having been named or described as such Directors and Chief Executive in this prospectus,
as required under section 57(3) of the Companies Ordinance read with sub-clause (1) of clause (4) of
Section 1 of Part I of the Second Schedule of the Companies Ordinance.
(e) The Securities & Exchange Commission of Pakistan letter No. NBFC-30/VCC/03/2004 dated June
24, 2004, licensing the Company to undertake venture capital investment under the Non Banking
Finance Companies (Establishment and Regulation) Rules, 2003;
1.6 LISTING ON THE KARACHI STOCK EXCHANGE
Application has been made to the Karachi Stock Exchange for permission to deal in and quotation of the
shares of the Company.
If for any reason, the application for formal listing is not accepted by the Karachi Stock Exchange, the
Company undertakes to publish immediately in the press a notice to that effect and thereafter to refund
the application money to the applicants in accordance with the provisions of Section 72 of the
Companies Ordinance, 1984.
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PROSPECTUS
PART II
2. SHARE CAPITAL AND RELATED MATTERS
2.1 SHARE CAPITAL
No. of Total
shares (Rupees)
Authorized:
Class ‘A’ Ordinary Shares of Rs. 10/- each 27,500,000 275,000,000
Class ‘B’ Ordinary Shares of Rs. 10/- each 7,500,000 75,000,000
35,000,000 350,000,000
Class “B” shares Issued, Subscribed and Paid-up

Ordinary Shares of Rs. 10/- each issued as fully
paid for consideration other than cash.
Sponsors/Promoters
Mr. Athar Haneef Naseem Shaikh 2,275,000 22,750,000
Mian Ikram-ul-Haq 2,275,000 22,750,000
4,550,000 45,500,000
Directors
Mr. Naseem Shujaat Mirza 100,000 1,000,000
Mr. Farook Ali Khan 750,000 7,500,000
850,000 8,500,000
Others
Employees of the Group Companies 100,000 1,000,000
AMZ Technologies (Pvt.) Ltd. 2,000,000 20,000,000
2,100,000 21,000,000
Sub Total 7,500,000 75,000,000
Class “A” shares Issued, Subscribed and Paid-up

paid in cash.
PRIVATE PLACEMENT
No. of Shares Amount (Rupees)
Sponsors/Promoters
Mr. Athar Haneef Naseem Shaikh 650,000 6,500,000
Mian Ikram-ul-Haq 650,000 6,500,000
1,300,000 13,000,000
Directors
Mr. Yacoob Shakoor Tabani 250,000 2,500,000
Mr. Rehman Ghani 100,000 1,000,000
Mr. Inaam-ul-Haq 25,000 250,000
Mr. Gohar Sharif Butt 5,000 50,000
580,000 5,800,000
Institutions
First Dawood Investment Bank Ltd. 1,000,000 10,000,000
Aqeel Karim Dhedhi Securities (Pvt.) Ltd. 500,000 5,000,000
Security Leasing Corporation Ltd. 500,000 5,000,000
Guardian Modaraba 100,000 1,000,000
ORIX Investment Bank Pakistan Ltd. 100,000 1,000,000
2,200,000 22,000,000
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PROSPECTUS
Others
Other Individuals 8,296,000 82,960,000
8,420,000 84,200,000
Sub Total 12,500,000 125,000,000
Present Issue
Now offered for Subscription to General
Public Ordinary Class “A” Shares of
Rs. 10/- each at par 10,000,000 100,000,000
10,000,000 100,000,000
Grand Total 30,000,000 300,000,000
Notes:
1) Classes of Share
i. The share capital of the Company comprises of Class ‘A’ shares and Class ‘B’ shares with
respective rights, benefits and privileges and obligations, as conferred upon each Class by or
under the provisions of the Articles of Association of the Company;
ii. Class ‘A’ shares may not at any time be converted into Class ‘B’ shares.
iii In addition to all rights, privileges and benefits available to the holders of Ordinary Class
“A” Shares, the holders of Class “B” Shares will have the following additional rights,
privileges and benefits subject to the conditions and limits prescribed below, it being
clarified that the Class “B” Shares shall rank pari passu amongst themselves in all
respects:-
(a) The Class “B” Shares will specifically and only for purposes of (i) voting for election
of Directors of the Company and (ii) voting for removal of any Director of the
Company, have four votes for each Class “B” Shares as compared to one vote for each
Class “A” Ordinary Shares. This provision will cease to be applicable upon the earlier
of :-
(1) completion of five (5) years from the date of first Annual General Meeting of
the Company;
(2) upon failure of the Company to achieve the Performance Benchmark such as
the achievement by the Company in any completed financial year, beginning July
1st, 2006, of either of the following, subject to resolution of the Ordinary
Shareholders being passed for confirming such failure.
(i) A return on equity of 20% or more; or
(ii) dividend yield of 15% or more calculated on the face value of Rs.10/-
per Share.
(b) The holders of Class “B” Shares shall be entitled for a period of five completed
financial years from the date of commencement of business by the Company, to
receive “bonus shares” not exceeding 10% (ten percent) of the after tax profit of the
Company for each relevant year in which the Company has achieved the said
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PROSPECTUS
Performance Benchmark. The actual level of bonus shares to be issued to the Class
“B” Shares shall be determined by the Directors of the Company.
(c) In addition the holders of Class “B” Shares shall have an option to acquire a
maximum of 20% (twenty percent) of the total paid up share capital of the
Company in cash as “Share Option” (calculated as 20% of the total paid-up
capital after taking into account the shares issued to the holders of Class “B”
Shares upon exercise of such Shares Option) at par/face value of Rs.10/- each. The
Shares Option shall only become available to the holders of Class “B” Shares on
the later date of (i) the Company has first achieved the said Performance
Benchmark in any financial year or (ii) expiry of two years from the date of
commencement of business by the Company. Once the Shares Option has become
available to the holders of Class B Shares, it will continue to remain available for
exercise in one or more tranches subject to a maximum period expiring after 5
(five) years from the date of commencement of business by the Company.
The Company, however, shall obtain approval of the Commission under Section
86(1) of the Companies Ordinance before shares are issued to Class B
shareholders in case they exercise the Share Option.
Any further change in the above structure of share capital will only be undertaken with the prior
approval of the shareholders and relevant authorities.
2) Shares issued for consideration other than cash
The Company initially created its shareholding in GoNet through an exchange of shares (“Share Swap”)
whereby the shareholders of GoNet have been issued 7.5 million Class ‘B’ shares of the Company, fully
paid up at par value of Rs. 10 each, in exchange for their common stock holding in GoNet of 7.5 million
shares, fully paid up in cash at par value of Rs. 10 per share. The Commission has issued a relaxation
vide their letter ref. NBFC/MF-DD(R)/642/2004 dated July 27, 2004 from the specific requirements of
Rule 7(2)(i) of the NBFC Rules 2003 in terms of Rule 84 of the NBFC Rules and relaxation of Rule 8 of
the Companies (Issue of Capital) Rules, 1996 that govern the issue of shares for consideration other than
in cash.
3) Go Internet & Software Services (Private) Limited-Revaluation of Fixed Assets
As per the audited accounts of Go Internet & Software Services (Pvt.) Limited, a wholly owned
subsidiary of the Company, for the year ended June 30, 2004, the total net worth of the GoNet is
Rs. 80.475 million, comprises of paid up capital of Rs. 76.0 million, accumulated losses of Rs. 8.194
million and surplus on revaluation of fixed assets of Rs. 12.669 million. The surplus on revaluation
of fixed assets comprises revaluation of communication equipments amounting to Rs. 13.336
million which was credited to surplus on revaluation of fixed assets account as at June 30, 2003.
The revaluation was carried out on fair market value basis by an independent valuer; M/s. Asif
Associates (Pvt.) Limited, a registered surveyor and valuation consultants. The said revaluation
has been certified by the auditors of the company.
4) Approval from the State Bank of Pakistan
The State Bank of Pakistan (“SBP”) vide its letter no. INT/C-4091/7(967)/2004 dated June 19, 2004 has
approved establishment of a company in the USA by GoNet under the name of AMZ Access, Inc., with
an initial paid up capital of US$ 1.5 million. AMZ Access Inc. USA, is established on June 14, 2004
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PROSPECTUS
5) Restriction on Disinvestment of Shares by the Sponsors, Promoters and Directors
(i) Pursuant to sub clause (V) of clause (II) of Rule 3 of Companies (Issue of Capital) Rules, 1996,
the Sponsors shall retain at least twenty five per cent of the Capital of the company for a period of five
years from the date of public subscription.
(ii) Pursuant to sub clause (d) of clause (2) of Rule 5 of the NBFC Rules 2003, the company’s
promoters and directors shall not dispose of their shares for a minimum period of three years from the
date of commencement of business except with the prior approval of the Commission.
2.2 OPENING AND CLOSING OF THE SUBSCRIPTION LIST
THE SUBSCRIPTION LIST WILL INSHALLAH OPEN AT THE COMMENCEMENT OF

BANKING HOURS ON XX XX, 2004 AND WILL CLOSE ON XX XX, 2004 AT THE CLOSE OF
BANKING HOURS.
2.3 INVESTOR ELIGIBILITY
All Pakistani residents, provident funds/trusts, pension/gratuity funds (subject to the terms of their Trust
Deed), financial institutions and corporate entities (to the extent permitted by their constitutive or
corporate documents, as the case may be) are allowed to subscribe to the shares offered to the general
public.
2.4 MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES
(a) Application for shares below the total value of Rs.5,000/- shall not be entertained.
(b) The minimum amount of application for subscription of shares is Rs. 5,000/-.
(c) Fictitious and multiple (more than one) applications are prohibited and such application money
shall be liable to confiscation under Section 18-A of the Securities and Exchange Ordinance,
1969.
(d) Application must be made for shares of the total value of Rs. 5,000/- or in multiples thereof.
(e) If the shares to be issued to the general public are sufficient for the purpose, all applications shall be
accommodated.
(f) If the offer is oversubscribed in terms of number of applications and amount, the shares will be
allotted by computer balloting in the presence of representative (s) of KSE in the following manner;
(i). If all applications for 500 shares can be accommodated, then all such applications shall be
accommodated first. If all applications for 500 shares cannot be accommodated then balloting
will be conducted among applications for 500 shares only.
(ii). If all applications for 500 shares have been accommodated and shares are still available for
allotment, then all applications for 1,000 shares shall be accommodated. If all applications for
1,000 shares cannot be accommodated then balloting will be conducted among applications for
1,000 shares only.
(iii). If all applications for 500 shares and 1,000 shares have been accommodated and shares are still
available for allotment, then all applications for 1,500 shares shall be accommodated. If all
applications for 1,500 shares cannot be accommodated then balloting will be conducted among
applications for 1,500 shares only.
(iv). If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and
shares are still available for allotment, then all applications for 2,000 shares shall be
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PROSPECTUS
accommodated. If all applications for 2,000 shares cannot be accommodated then balloting will
be conducted among applications for 2,000 shares only.
(v). After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted
in the following manner:
(a) If the remaining shares are sufficient to accommodate each application for over 2,000
shares, then 2,000 shares shall be allotted to each applicant and the remaining shares shall
be allotted on prorate basis.
(b) If the remaining shares are not sufficient to accommodate all the remaining applications for
at least 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares to the
successful applicants.
(g) If the offer is over subscribed in terms of amount only, then the allotment of shares shall be made on
the following basis:
(i). First preference will be given to the applicants who applied for 500 shares;
(ii). Next preference will be given to the applicants who applied for 1,000 shares;
(iii). Next preference will be given to the applicants who applied for 1,500 shares; and then;
(iv). Next preference will be given to the applicants who applied for 2,000 shares;
After allotment of the above, the balance shares, if any, shall be allotted on a prorata basis to the
applicants who applied for more than 2,000 shares
(h) Allotment of shares will be subject to scrutiny of applications for subscription of shares.
(i) Applications, which do not meet with the above requirements, or applications which are incomplete,
will be rejected.
2.5 REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS
The Company shall take a decision within ten (10) days of the closure of subscription list as to which
applications have been accepted or are successful and refund the money in cases of unaccepted or
unsuccessful applications within ten (10) days of such decision as required under the provisions of
Section 71 of the Companies Ordinance, 1984.
As per sub-section (2) of Section 71 of the said Ordinance, if refund as required under Sub-section (1) of
Section 71 of the Ordinance is not made within the time specified therein (ten (10) days), the Directors of
the Company shall be jointly and severally liable to repay the money with surcharge at the rate of one
and half percent, for every month or part thereof from the expiration of the 15th day and, in addition, to a
fine not exceeding Rs.5,000/- and in case of a continuing offense to a further fine not exceeding Rs. 100/-
for every day after the said 15th day on which the default continues. Provided that a Director shall not be
liable if he proves that the default in making the refund was not due to any misconduct or negligence on
his part.
2.6 MINIMUM SUBSCRIPTION FOR ALLOTMENT
The minimum subscription on which the directors will proceed to allot shares is the full amount of the
present issue of Rs. 100 million (Rupees one hundred million) which has also been underwritten in full,
and in the opinion of the directors, must be raised in order to provide capital required by the company.
2.7 ISSUE AND DISPATCH OF SHARE CERTIFICATES
The Company will dispatch share certificates to successful applicants through their banker to the issue or
credit to the respective Central Depository System (“CDS”) accounts of the successful applicants based
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PROSPECTUS
on the option exercised by the applicants within thirty (30) days of the date of closing of public
subscription as per Listing Regulations of the Karachi Stock Exchange.
Shares will be issued either in scrip-less form in the CDS or in the shape of physical scrips on the basis
of option exercised by the successful applicants. Shares in the physical scrips shall be dispatched to the
Bankers to the Issue whereas scrip-less shares shall be credited through book entries in the respective
CDS accounts maintained with the Central Depository Company of Pakistan (“CDC”) Limited.
The applicants who opt for issuance of shares in scrip-less form in CDS should fill in the relevant
columns of the application form.
If the Company defaults in complying with the requirements of listing regulations, it shall pay to the
Stock Exchange a penalty of Rs.500/- per day during which the default continues. The Stock Exchange
may also notify the fact of such default and the name of the Company by notice and also by publication
in its ready-board quotation.
2.8 TRANSFER OF SHARES
Physical Scrips:
The Directors of the Company shall not refuse to transfer any fully paid share unless the transfer deed for
any reason is defective or invalid under the provisions of Section 77 of the Companies Ordinance, 1984,
provided that the Company shall within 30 days from the date on which the instrument of transfer was
lodged with it, notify the defect or invalidity to the transferee who shall, after the removal of such defect
or invalidity be entitled to re-lodge transfer deed with the Company.
Transfer under book entry system:
The shares maintained with the CDS in the book entry form shall be transferred in accordance with the
provisions of the Central Depositories Act, 1997 and the Central Depository Company of Pakistan
Limited Regulations.
2.9 SHARES ISSUED DURING PRECEDING YEARS
An aggregate of 20,000,000 fully paid shares of the face value of Rs. 10/- each have been issued at a
price of Rs. 10 per share. Following are the details of the shares issued during the preceding years:
No. of shares issued Classes of Shares Par value Consideration Date of Issue
500,000 Class “A” 10 CASH May 18, 2004
7,500,000 Class “B” 10 NON- CASH July 28,2004
12,000,000 Class “A” 10 CASH September 14, 2004
2.10 PRINCIPAL PURPOSE FOR THE USE OF SUBSCRIPTION MONEY
The principal purpose of the current issue is to expand Go Internet & Software Services (Pvt.) Limited’s
existing Business Process Outsourcing (“BPO”) production platform in Pakistan, while concurrently
acquiring medical transcription companies in the U.S. through AMZ Access Inc. USA
Funds raised by AMZVL would be substantially deployed in GoNet. Of these amounts approximately
60% would be deployed towards the acquisition of MT companies in the US, with the balance 40% being
utilized to enhance the existing infrastructure and capacity of GoNet to accommodate the anticipated
additional business volumes, and also to fulfill the company’s working capital requirements. (Please refer
Part IV of this document for further details.)
2.11 INTEREST OF SHAREHOLDERS
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PROSPECTUS
None of the holders of the issued shares of the Company have any special or other interest in the property
or profit of the Company other than that as holders of ordinary shares in the capital of the Company
except for the following:
Lead Manager to the Issue interested in the Advisory and Placement Fee
Aqeel Karim Dhedhi Securities (Private) Limited
Underwriters of the Issue interested in the Underwriting Commission

Security Leasing Corporation Limited
2.12 DIVIDEND POLICY
The rights in respect of capital and dividends attached to each share are and will be the same. The
Company in a general meeting may declare dividends but no dividends shall exceed the amount
recommended by the Directors. The Directors may from time to time pay to the members such interim
dividends as appear to the Directors to be justified by the profits of the Company. No dividends shall be
paid otherwise than out of profits of the Company for the year or any other undistributed profits. No
unpaid dividends shall bear interest or mark-up against the Company. The dividends shall be paid within
the period laid down in the Companies Ordinance.
2.13 ELIGIBILITY FOR DIVIDEND
The Company in this matter will follow the provisions of Section 92 (2) of the Companies Ordinance
1984, which reads as under:
"The new shares issued by a company shall rank pari-passu with the existing shares
of the class to which the new shares belong in all matters, including the right to such
bonus or right issue and dividend as may be declared by the Company subsequent to
the date of issue of such new shares".
2.14 DEDUCTION OF ZAKAT
Income distributed will be subject to deduction of Zakat at source, pursuant to the provisions of Zakat
and Ushr Ordinance, 1980. (XVIII of 1980).
2.15 WITHHOLDING TAX ON DIVIDENDS
Profit distribution to the shareholders will be subject to withholding tax at source under Section 150 of
the Income Tax Ordinance, 2001 at the rate of 10% for shareholders other than public company and 5%
for public company. In terms of the provision of Section 8 of the said Ordinance, such deductions at
source shall be deemed to be full and final liability in respect of such profits.
2.16 EXEMPTION FROM CAPITAL GAINS
Capital gains derived from the sale of listed securities are presently not liable to income tax, pursuant to
Clause (110) of Part I of the Second Schedule to the Income Tax Ordinance, 2001. This exemption is
presently available in respect of any income year ending on or before June 30, 2007.
2.17 CAPITAL VALUE TAX
Under Finance Act, 1989 (V of 1989) as amended by Finance Act 2004 (II of 2004), a Capital Value Tax
at the rate of 0.01% of the purchase value of shares of a public company listed on a registered stock
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PROSPECTUS
exchange in Pakistan shall be charged on purchase of the same. This tax will be collected by the stock
exchange concerned.
2.18 DEFERRED TAXATION
At present, the Company does not account for deferred taxation. There is no deferred tax liability as at
June 30, 2004.
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PROSPECTUS
PART III
3. UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER
EXPENSES
3.1 UNDERWRITING
The Present Issue of 10 million shares of the face value of Rs. 10 per share has been fully underwritten as
under:
Names of Underwriter No. of Shares Amount (Rs.)

Aqeel Karim Dhedhi Securities (Pvt) Ltd. 4,000,000 40,000,000
Pak Oman Investment Company Ltd. 1,500,000 15,000,000
Crescent Leasing Corporation Ltd. 500,000 5,000,000
Total 10,000,000 100,000,000
If, and to the extent, shares hereby offered are not subscribed and paid for in cash in full by the closing of
subscription list, the underwriters shall, within fifteen days of being duly called upon by the Company to
do so, subscribe and pay for or procure subscribers to subscribe and pay for in cash in full those shares
not so subscribed, in proportion of their underwriting commitments.
In the opinion of the Directors, the resources of the underwriters are sufficient to discharge their
underwriting commitments.
3.2 BUY-BACK/REPURCHASE AGREEMENT
THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY-BACK/RE-PURCHASE

AGREEMENT WITH THE SPONSORS OR ANY OTHER PERSON IN RESPECT OF THIS
PUBLIC ISSUE. THE UNDERWRITERS HAVE NOT GUARANTEED THE CORRECTNESS
OF THE CONTENTS OF THIS PROSPECTUS.
3.3 UNDERWRITING COMMISSION
The Underwriters have been paid underwriting commission @ 1.0% on the amount of Public Offering
underwritten by them. In addition, a take-up commission will be payable to the Underwriters @ 0.5% in
respect of shares actually subscribed by virtue of their underwriting commitment.
3.4 COMMISSION TO THE BANKERS TO THE ISSUE
A commission at the rate of 0.5% of the amount collected on allotment in respect of successful applicants
will be paid by the Company to the Bankers to the Issue for services to be rendered by them in
connection with this Public Issue. No commission shall be paid to the Bankers in respect of shares taken
up by the Underwriter by virtue of their Underwriting commitments.
3.5 BROKERAGE
For the Public Issue, the Company will pay brokerage to the Members of the KSE at the rate of 1.0% of
the value of shares actually sold through them. No brokerage shall be paid to the Members in respect of
shares taken up by the Underwriter by virtue of its Underwriting commitments.
3.6 EXPENSES OF THE ISSUE
All expenses incurred in connection with this Public Issue of Shares, inclusive of commission to the
bankers to the Issue and brokerage to the members of the KSE, etc. are estimated not to exceed Rs.
7,061,980. The details of the estimated maximum expenses of the Issue are as under:
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PROSPECTUS
Expense Category Rate Amount (Rs.)
Expense Related to Public Issue

Commission to the Bankers to the Issue* 0.50% 500,000
Brokerage to the members of the Karachi Stock Exchange* 1.00% 1,000,000
Underwriting Commission 1.00% 1,000,000
Take-up Commission 0.50% 500,000
Expense Related to Privately Placed Shares
Arrangement Fee 600,000
Expense Related to the Total Issue
Advisory Fee 0.50% 1,125,000
Listing Fee of the Karachi Stock Exchange 385,000
Securities & Exchange Commission of Pakistan Processing Fee 50,000
Central Depository Company Charges 617,500
Computer Balloter Charges 163,500
Printing & Publication of Prospectus 920,980
Contingencies 200,000
Total 7,061,980
* Represents maximum possible expense
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PROSPECTUS
PART IV
4. HISTORY AND PROSPECTS
4.1 THE COMPANY
AMZ Ventures Limited (“AMZVL”) is incorporated on May 13, 2004 and has been licensed by the
SECP to undertake the business of venture capital investments under the Non Banking Finance
Companies (Establishment and Regulation) Rules, 2003. Classical venture capital is conspicuous by its
absence from our local financial markets. Early in the history of Pakistan’s capital market development
institutions such as the National Investment Trust and the Investment Corporation of Pakistan had
initiated a conscious effort to provide venture capital to industry but this role was quickly extinguished
by the nationalization of the financial sector. Subsequently more than three decades have passed and
today aspiring entrepreneurs find it even more difficult to seek out seed capital. As a venture capital
company, AMZVL’s mandate will be to identify and develop appropriate investment opportunities in
Pakistan and in other countries. While theoretically venture capital is usually doled out to startup
companies, in Pakistan’s context an optimistically cautious approach is required in the formative years of
the Venture Capital Company given the nascent stage of development of this industry and the severe lack
of culture which embraces the basic tenants of corporate governance. Therefore, during these formative
years AMZVL will lean towards slightly more mature investments wherein product or process
development has been well defined but additional capital is required to convert the company into a true
economic value contributor. The other caveat is the control. AMZVL will only invest in those companies
where reasonable control can be exercised all the way through the exit strategy for the specific
investment. This caveat may, however, be relaxed in those instances where a less than majority stake is
desired for purposes of acquiring mature technologies or other resources which may have a beneficial
economic impact on the operations of associated or subsidiary concerns. Needless to say these and other
investment guidelines will be clearly expounded. More generally AMZVL will:
• Finance rapidly growing companies;

• Purchase equity securities;
• Assist in the development of new products or services;
• Add value to a company through active participation;
• Take higher risks with the expectation of higher rewards;
• Have a long term orientation.
To kick start the venture capital process, and as it’s first venture capital project, AMZVL is raising funds
to invest in Go Internet & Software Services (Pvt.) Limited (“GoNet”), which is wholly owned
subsidiary of the Company engaged in the business of Business Process Outsourcing. As a first step
GoNet has been converted into a wholly owned subsidiary of AMZVL via a share swap whereby
AMZVL has issued new shares to the existing shareholders of GoNet, on a one-to-one basis for a total
transaction value of Rs. 75 million (7.5 million shares at a par value of Rs. 10 each). This share swap has
resulted in the initial capitalization of AMZVL. AMZVL has further increased its paid-up capital by an
amount of Rs. 125 million via Private Placement and the Company is now pursuing an Initial Public
Offering (“IPO”) of its shares in amount of Rs. 100 million.
The Rs. 225 million of new funds thus raised are to be used to finance a two-pronged strategy to expand
GoNet’s existing Business Process Outsourcing (“BPO”) production platform such that of these amounts
approximately 60% would be deployed towards the acquisition of MT companies in the US, with the
balance 40% being utilized to enhance the existing infrastructure and capacity of GoNet to accommodate
the anticipated additional business volumes, and also to fulfill the company’s working capital
requirements. The acquired companies in the US will send data back to the production facility in
Pakistan to be transcribed. (Please refer to para 4.11)
This first round of capital raising will enable GoNet to substantially enhance its focus in the area of BPO
(or off-shoring) in general and more specifically in the area of Medical Transcription Services. Over the
past almost 24 months the Group has established a significant presence in this area of business by setting
up what is today one of Pakistan’s largest medical transcription (“MT”) production facilities, employing
in excess of 250 transcriptionists, quality assurance experts and telecommunication/network engineers in
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PROSPECTUS
different management cadres. The primary facility is based in Karachi with a satellite operation in
Lahore.
4.2 THE BUSINESS CONCEPT
BPO is increasingly becoming the strategic choice of companies who not only wish to achieve a
reduction in costs, but improve their service quality, increase shareholder value and focus on their core
business activities.
The differential in wage structure between the United States and emerging market countries (such as
India, Pakistan and the Philippines), along with the considerable reduction in telecommunication costs
have prompted a number of US based companies offering call center, medical/legal transcription and
other such services to outsource the labour intensive component to low-wage offshore locations. This
labour arbitrage strategy is being undertaken in order to create economic value by substantially reducing
the company’s cost structure. As is well known a more than substantial portion of such business
processes being offshored by US companies is captured by India. The model is well proven and has
enabled India to increase its IT export revenues to more than US$12 billion per annum.
The medical transcription industry in the US is highly competitive and fragmented, pitting literally
thousands of small local and regional service providers against a few large national transcription service
companies. Due to the approaching Health Insurance Portability and Accountability Act. 1996,
mandated by US Congress (“HIPAA”) regulations on privacy and security, the demand for transcription
services is likely to grow and will continue to put pressure on the limited pool of highly skilled
practitioners. This shortage of qualified transcriptionists puts continuing upward pressure on wages and
benefits, causing a higher than normal turnover rate.
The US healthcare Industry is today worth in excess of US$ 1.4 trillion (14 per cent of the GDP).
According to the MT industry estimates in the US, while every year the business in this field is going up
by 10 per cent, there is a proportionate decline in the number of medical transcriptionists. Mostly
youngsters leave this profession for better remuneration. The total transcription capacity that can be
handled in the US is estimated to fall from 85.37 billion lines in 2000 to 50.80 billion lines by 2004. As a
parallel process the shortfall to be outsourced internationally will go up from 106.27 billion lines in 2000
to 196.37 billion lines in 2004.1
According to industry studies the value of MT business to India is projected to increase from Rs 4.35
billion in 2000 to Rs 19.29 billion in 2004. India today has a market share of around 3 per cent in US MT
business.2
Growth in demand for medical transcription services in the US is directly impacted by the number of
hospital admissions and outpatient visits. Each hospital admission or outpatient visit generates dictated or
written data which must be entered into a patient's record. For the quarter ended September 30, 1995, the
American Hospital Association estimated that the number of hospital admissions and outpatient visits in
the United States amounted 8.3 million (an increase of approximately 3% over the corresponding period
in 1992) and 112 million (an increase of approximately 22% over the corresponding period in 1992),
respectively.
The sponsors of AMZVL strongly believe that the apparent trends in the MT industry in the US provide
excellent business opportunities for offshoring this business process to Pakistan. It is felt that extremely
competitive pricing, vis-à-vis the US market, can be provided. Pakistan has a sizable number of medical
graduates and or students who are an excellent resource base for the MT business. Add to this the general
availability of science and B.Pharm graduates and the universe of available manpower expands
exponentially. Familiarity with the English language also provides these graduates with the ability to
comprehend spoken America English. These major attributes have enabled AMZVL/GoNet to build a
sustainable business model based on a core team of people trained in all aspects of the transcription
process. These processes are continuously updated /upgraded through in-house training and lab facilities.
_______________________________________________________________________________________________
1
Market study on Healthcare and Medical Market in the US conducted by the UK Trade and Investment Department.
(www.uktradeinvest.gov.uk/healthcare/usa/profile/overview.shtml
1
Source: Bureau of Labor Statistics, Department of Labor, USA
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PROSPECTUS
4.3 TRANSACTION BACKGROUND
The transaction has commenced with the transfer of ownership of GoNet to AMZVL. As part of the
transaction an amount of Rs. 125 million has already been raised through private placement and it is
expected that the balance Rs. 100 million will be raised through the public issue for which purpose this
prospectus is being circulated. The funds raised in this manner by AMZVL are to be utilized to increase
GoNet’s existing paid-up capital of Rs. 76 million in incremental amounts to be determined by the Board
of directors. The funds flowing into GoNet are to be utilized by the company to substantially enhance its
medical transcription production facilities in Pakistan; to establish an MT training facility in Karachi;
and for the acquisition of MT Companies in the US through a fully owned subsidiary in the US. AMZAI
has already been established as a holding company (with the permission of the State Bank of Pakistan)
for MT companies acquired in the US, and has been registered in the State of Delaware, USA, as a
category “C” corporation. The Internal Revenue Service of the US defines such companies as Foreign
Controlled Domestic Corporations. The present Directors of AMZAI are:
• Athar Haneef Naseem Shaikh

• Farook A. Khan
• Edward R. Leahy
• Shaukat Hayat
Mr. Shaikh and Mr. Khan are directors of AMZVL while Mr. Hayat is an executive director of GoNet
and AMZ Technologies and is presently looking after post-acquisition marketing activities in the US.
Mr. Leahy is co-founder and managing partner of AEG Capital LLC, and has over 30 years experience in
the business, financial, legal, international and regulatory markets. Prior to forming AEG Capital, Mr.
Leahy was a partner at Bingham Dana LLP, one of the USA’s leading law firms. In that capacity, he
worked with corporations and governments on domestic and international business transactions,
securities and financial matters. Mr. Leahy is a lawyer by training and graduated with honors from the
University of Scranton in 1968 and from Boston College Law School in 1971. Mr. Leahy attended law
school as a Presidential Scholar. While at Boston College, Mr. Leahy was elected to the Order of the
Coif and served as Editor-in-Chief of the Boston College Law Review. During the 2002-03 academic
year, Mr. Leahy was the Sir Maurice Shock Visiting Fellow at University College, Oxford University
and since 1998 has lectured regularly at Oxford. AEG Capital LLC is based in Washington D.C. and has
been retained by GoNet to assist in the setting up of AMZAI and in providing vital marketing support,
identifying target companies for acquisitions and assisting in the due diligence of target companies.
The holding company’s task would be to identify acquisition targets, conduct the necessary due
diligence, execute the acquisition, and thereafter act as holding company of the acquired entities. Direct
ownership of the acquired MT companies in the US would be vested with AMZAI which in turn is a
fully owned subsidiary of GoNet. AMZVL’s returns will solely comprise dividends and returns from
GoNet. GoNet’s revenues are generated directly from transcription work already being undertaken and in
future from each individual MT Company to be acquired by AMZAI, and from ancillary transcription
business sourced directly from hospitals/clinics in the US as well as from other US based MT companies.
4.4 TRANSACTION STRUCTURE
As per the structure of the transaction (given below) a Venture Capital Company (AMZVL), has been
established which has already placed an amount of Rs. 125 million out of its total equity of Rs. 300
million to potential investors as a private placement, and through this prospectus expects to conduct an
IPO for the balance Rs. 100 million. The purpose of this investment would be to finance the acquisition
of US based MT companies, to facilitate an expansion in the existing infrastructure of the Group’s local
MT facilities, and to cater to the working capital requirements of the local operations. The total amount
of the above investment is expected to be fully deployed within a period of 18 months from the date
funds are received from the proposed public subscription.
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PROSPECTUS
The structure provides for issuance of two classes of shares:
Class “A” Shares – Have been issued to the pre-IPO investors and employees of Group companies
and a further issue of Rs. 100 million shall be made to the general public; and
Class “B” Shares – Have been issued to the Promoters, Directors and the employees of Group
Companies:
Out of the AMZVL’s total equity of Rs. 300 million, the investment by the promoters, directors and
employees of the Group Companies amounts to Rs. 75 million (i.e. 25%) in the form of existing assets
and infrastructure of GoNet. As part of this arrangement, the shareholders of GoNet have been issued one
share of AMZVL in exchange for one share held in GoNet. Thus GoNet has become a wholly owned
subsidiary of AMZVL.
Funds raised by AMZVL would be substantially deployed in GoNet. Of these amounts approximately
60% would be deployed towards the acquisition of MT companies in the US, with the balance 40% being
utilized to enhance the existing infrastructure and capacity of GoNet to accommodate the anticipated
additional business volumes, and also to fulfill the company’s working capital requirements.
The portion of funds earmarked by GoNet for acquisition of US based MT companies would be remitted
(with the approval of the State Bank of Pakistan) to AMZ Access Inc. (“AMZAI”). AMZAI would
identify the acquisition targets, conduct the necessary due diligence, execute the requisite acquisition,
and thereafter act as holding company of the acquired entities. About 85% of the total MT business
volume of the acquired companies would – in a phased manner – be outsourced by the acquired
companies to GoNet. AMZAI would, for its part, receive dividend income from the acquired companies,
net of tax and expenses.
Flow of Funds
Equity Investment
from Investors &
IPO
Equity
Investment Dividends
AMZ Ventures Equity

GoNet
Limited
Dividends Service Revenues
Investment for acquisitions Equity

in the United States of America
AMZAI
100% equity
Investment Dividends
MT Co. MT Co. MT Co. MT Co.
MT Service expenses
Business
Outsource
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PROSPECTUS
4.5 PROMOTERS PROFILE
AMZVL is sponsored primarily by the AMZ Group. The group was established in 1996 with the setting
up of AMZ Securities (Pvt) Ltd. Over the last 7 years the Group has expanded its initial business of stock
market brokerage into areas which include corporate finance advisory, money market brokerage,
information technology, management consultancy and food marketing and distribution services. The
AMZ Group today comprises of the following companies:
- AMZ Securities (Pvt) Ltd.

- AMZ Foods (Pvt) Ltd.
- AMZ-KHN Consulting (Pvt.) Limited
- AMZ Technologies (Pvt) Ltd.
- Go Internet & Software Services (Pvt) Ltd.
The principal sponsors and shareholders of the AMZ group companies are Ikram H. Mian and Athar
Naseem Shaikh. Both individuals have post graduate qualifications in business administration. Post
qualification both have built a career in banking and finance and have also received extensive
professional and career oriented training in these specializations. The sponsors generally enjoy a good
market reputation; more specifically in the financial sector. Over the past 25 to 30 years both individuals
have worked for local as well as international banks and financial institutions including PICIC, Habib
Bank, Chase, Standard Chartered and Deutsche Bank. In 1991-92 both Athar and Ikram left their jobs to
start their own financial services business.
A brief on each of the group companies is provided below:
AMZ Securities (Pvt.) Limited is a leading brokerage and corporate finance advisory house based in
Karachi. It was established in 1996, and is a corporate member of the Karachi Stock Exchange. AMZ
provides professional services in equity, structured finance and fixed income sales & trading, corporate
& project finance advisory and interbank foreign exchange and money market brokerage.
The company utilizes its extensive in-house resources and draws on the valuable expertise of it’s
associated member consultants to cater to a broad spectrum of clients, with an emphasis on providing
tailor made financial solutions to their clients’ requirements. It’s clientele includes multinationals, local
corporates, financial institutions, public sector corporations, government agencies, entrepreneurs and
high net worth individuals in Pakistan and the Middle East. The company enjoys the confidence of its
clients, especially in view of the fact that it does not indulge in proprietary trading whilst dealing for
clients, and additionally attaches great importance to maintaining of client/ transaction confidentiality.
The company also operates an online trading system called AMZTRADE.COM.
AMZ Foods (Pvt) Ltd. is a consumer products company, which is engaged in the import and
distribution of various food items for the local market. The company, was set up in 2003, and it’s
product base presently includes confectionary items under the brand name of “Euro Foods”, imported
from Dubai, and hot dogs/cold cuts under the brand name of “Prima Foods”, imported from Malaysia. It
has recently introduced a line of gourmet sandwiches which are being retailed through direct sales.
AMZ-KHN Consulting (Pvt.) Limited provides a wide range of consulting services, offering research-
backed solutions to local and offshore clients, in diverse business sectors. They act as partners to their
clients, converting insights into strategies, and providing implementation support. The company services
both commercial as well as development related projects, and also conducts due diligence exercises on a
regional basis for multilaterals such as the Islamic Development Bank and the Asian Development Bank.
AMZ Technologies (“AMZT”), is a telecommunications consulting and network Integration Company.

The Company was established in 1996 under the name of Teledyne Technologies (Pvt.) Limited and was
acquired by the AMZ Group in the year 2000.
AMZT has been licensed by the Ministry of Telecommunications, Government of Pakistan, to establish,
operate and maintain telecommunication and data communication networks throughout Pakistan, and is
also engage in providing solutions in the area of network security and business continuity. The Company
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PROSPECTUS
has one of the most sophisticated infrastructures in Pakistan and a dedicated and fully committed team
which offers 24 hour customer service backup 365 days a year. The company’s expertise is in
combining the integration of web-based distributed solutions and technologies, and comprehensive
software development methodology to build custom solutions. AMZT has the ability to design, develop
and deploy critical and cost-effective solutions for clientele in sectors such as banking & finance, oil &
gas, textiles, education, healthcare, etc.
Go Internet & Software Services (Pvt.) Limited, GoNet was originally established as an internet
service provider in the year 2000 by a group of expatriate Pakistanis based out of New York, USA. The
Company was acquired by the AMZ Group in August 2002, as a conscious decision to diversify and
expand the presence of Group Company AMZ Technologies (“AMZT’) in the business of IT related
consumer or retail level internet services and to prepare a corporate platform for entering the IT
Enabled/BPO business arena. As an ISP GoNet today has a customer base in excess of 40,000 retail
subscribers. The ISP also has a presence in Karachi, and has been franchised to private investors in
Gujrat, Sheikhupura, Sialkot and Gujranwala. Through an internal consolidation process, the Group has
restructured the company to grow as a BPO platform, by transferring its entire BPO facilities (previously
housed in AMZT) to the said company in January 2004.
4.6 MEDICAL TRANSCRIPTION BACKGROUND
The medical transcription industry has its genesis in the US. It was developed as a result of three basic
requirements:
• The need to maintain basic hospital data;

• Recording of data and medical procedures for research; and
• Records for insurance purposes.
Medical practice in the US is bound by strict codes of ethics and statutes, failure to comply with, which
can lead to expensive malpractice lawsuits. Hence a high level of documentation is required at every
stage of treatment, as medical associations have mandatory and complex requirements on documentation
for doctors. Since this is a highly time consuming process and requires additional skills on the part of the
doctor, the task is outsourced to trained professionals who convert voice files into typed forms.
Under this process, the doctors simply record their findings through a dictaphone or some other such
device. These sound tracks are then sent through data communication lines to local or overseas
companies that employ medical transcriptionists who listen to these recordings, transcribe them into
reports and send them back electronically through the same data communication lines. Previously
transcription was only contracted out to companies in close proximity to the concerned hospitals/clinics.
However, recent trends show that MT business is being outsourced to overseas IT companies in countries
such as Mexico, West Indies, India, Philippines, etc. to take advantage of lower cost of production. In
view of the present day availability of high speed satellite and terrestrial data/voice links, it is now
extremely feasible for companies to do this.
4.7 MEDICAL TRANSCRIPTION INDUSTRY IN THE UNITED STATES
The US healthcare expenditure, which amounted to US$ 1.2 trillion in 1999, is expected to reach a record
US$ 2.1 trillion by 20071. The MT industry in the US is highly competitive and fragmented. According
to the MT industry estimates in the US2, while every year the business in this field is going up by 10%,
there is a proportionate decline in the number of medical transcriptionists. Mostly youngsters leave this
profession for more exciting jobs with better remuneration. Therefore, the total transcription capacity that
can be handled in the US is estimated to fall from 85.37 billion lines in 2000 to 50.80 billion lines by the
end 2004. Consequently, the shortfall to be outsourced internationally will go up from 106.27 billion
lines in 2000 to 196.37 billion lines in 20043.
1
Market study on Healthcare and Medical Market in the US conducted by the UK Trade and Investment Department.
(www.uktradeinvest.gov.uk/healthcare/usa/profile/overview.shtml
2
Source: Bureau of Labor Statistics, Department of Labor, USA
3
Source: R.S. Carmichael & Co., Inc., Marketing Research and Management Consulting Firm, White Plains, New York
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PROSPECTUS
Growth in demand for MT services in the US is directly impacted by the number of hospital
admissions/out patient visits, and the need for paperwork. Each hospital admission or outpatient visit
generates dictated or written data, which must be entered into a patient's record. According to a survey,
for each hour of patient care an average of 40 minutes of paperwork was required in 20024.Total
outpatient visits in only Community Hospitals have increased from 200 million in 1980 to more than 550
million in 2001 (an increase of more than 150%)5.
4.8 SOURCES AND MEANS OF FINANCING
AMZVL intends to raise total financing of Rs. 225 million, out of which Rs. 125 million has been raised
through Pre-IPO placements and Rs. 100 million is being offered to the general public. This amount is in
addition to the promoter, directors and management subscription of Rs. 75 million. Thus, total
capitalization of the Company after the IPO would be Rs. 300 million.
Over a period of time AMZVL will primarily invest the amounts raised in the manner described above
by injecting equity into GoNet. The funds will be deployed to increase GoNet’s paid-up capital so as to
enable GoNet to:
substantially enhance its medical transcription facilities in Pakistan;

establish an MT training facility in Karachi;
acquire MT Companies in the US through a US based holding company
Out of the total amount of investment in GoNet, approximately 60% would be deployed towards
conducting acquisitions in the US with the remaining 40% to be utilized to create the necessary
infrastructure locally, via expansion of the existing MT production facilities.
4.9 PAKISTAN OPERATIONS
4.9.1 Medical Transcription Facilities
GoNet’s MT production facilities are presently housed in a five storey rented building located on main
Shahrah-e-Faisal, Karachi. The building has its own dedicated standby power generator, and is fully
networked in terms of structured cabling. The facility has a dedicated radio link with the main switching
facility/point-of-presence (“POP”)/Internet Protocol (“IP”) backbone at the Group’s headquarters on I.I.
Chundrigar Road, Karachi. As backup, an Integrated System Digital Network (“ISDN”) and Internet
Via Satellite (“IVS”) has been installed on the premises. Triple redundancy has recently been added by
establishing another backup route through PTCL’s digital cross-connect service (optical-fiber based). A
remote dedicated POP enables the planning and implementation of proper disaster recovery/business
continuity processes. Total available work related area is approximately 16,000 sq ft, sufficient to
accommodate around 500 personnel on a single 8-hour shift basis. Space allocation includes open plan
work areas, training labs and general offices for support staff.
Although, the major thrust of building up of the MT production facilities will be limited to Karachi, a
parallel process of team and facility building will take place in Lahore. So far, the MT production
facilities in Lahore have been housed in GoNet’s existing office premises in Gulberg. Additional space
is being looked for in Lahore to cater for the expansion in MT production facilities. The Lahore MT
production unit will also back up the Karachi facility to minimize production disruptions should they
occur.
GO INTERNET & SOFTWARE SERVICES (PRIVATE) LIMITED (GONET)
GoNet was originally established as an Internet Service Provider (“ISP”) in the year 2000 by a group of
expatriate Pakistanis based out of New York. GoNet was acquired by the AMZ Group in August 2002.
Under the structure of this transaction, AMZVL has taken shareholding in GoNet through an exchange of
4
“Patient of Paper Work”. A survey by Pricewaterhouse Coopers for American Hospital Association
5
Fast Facts on US Hospitals from Hospital Statistics TM, American Hospital Association. The Lewin Group Analysis for AHA
annual survey data, 1980-2001 for Community Hospitals.
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PROSPECTUS
shares. As an ISP, GoNet currently has a customer base in excess of 40,000 retail subscribers, and is one
of the leading ISP’s in Lahore. The ISP also has a presence in Karachi, and has been franchised to
private investors in Gujrat, Sheikhupura, Sialkot Gujranwala, and very soon in Faisalabad.
In addition to ISP business, GoNet has also established itself as a BPO/ Off Shore platform primarily as a
provider of electronic transcription services to the US healthcare industry. GoNet converts free-form
medical dictation into electronically formatted patient records, which is used by healthcare providers in
connection with patient care and for administrative and legal purposes.
Senior Management
The Senior Management of GoNet comprises of seasoned professionals who each have their specific
areas of expertise, which together has resulted in a formidable combination of skills. The key team
members have received training from world class equipment manufacturers, such as Hughes Networks,
CISCO and NEC. At GoNet, emphasis is placed on training of staff on a continuous basis so that they
may remain updated with the latest trends and products in the area of Technology.
Key management personnel include:
Syed Shaukat Hayat - Executive Director AMZT & GoNet
Mr. Hayat has a Master of Business Administration (Telecommunications) from the University of San
Francisco, United States. Prior to working in AMZT (which he joined in March 2003), he was Global
Head of Business Development at 37degress Inc., an IT company based in the USA. He has extensive
work experience in the areas of Enterprise Resource Planning (ERP), Supply Chain and E-commerce
platform, and brings with him the necessary background for establishment of global alliances and
partnerships. He has also been involved in project planning, as well as management/execution of
software development. He has additionally been associated with his family concern, Frontier Woolen
Mills, which is one of Pakistan’s leading manufacturers of acrylic and woolen yarn.
Mr. Hayat has been instrumental in establishing the MT business operations in Pakistan and has been
posted to the USA to establish the front-end marketing and acquisition team. He is currently based in St.
Louis, Missouri.
Saleem Iftekhar --- SVP Administration and Operations
Mr. Saleem Iftekhar joined GONET BPO Operations as SVP Business Processes and Head of
Administration and Operations from 21st of July this year.
He has more than 30 years of experience, which includes senior management experience as General
Manager (Systems) at the Oil & Gas Development Corporation Ltd (OGDCL), General Manager Asia
Pacific Institute of Information Technology (APIIT) and varied experience in designing country wide
data networks, CMM, operational planning, budgeting, financial management, software project
management, and human resource management of large organizations.
Mr. Iftekhar has also served with the Pakistan Air Force. He an undergraduate degree in Avionics
Engineering form NED University Karachi, Pakistan, and graduate degree in Electrical Engineering from
the US Air Force Institute of Technology. In his MSEE degree program he majored in Digital Systems
and Pattern recognition.
Mirza Amir Baig – Vice President Transcriptions
Mirza Amir Baig, Vice President Transcriptions, joined Go Net in 2002. He started his career in business
process outsourcing in the field of transcriptions and has many years of experience of heading large-team
operations both in Pakistan and in USA. Before joining GoNet BPO he was heading the operations of
one of the largest transcription firms of Pakistan (CSoft Pvt Ltd) where he was involved with operations
and business development. In USA he had been involved in Medical Transcriptions and has headed,
Range Medical Transcriptions Inc, Minnesota, as a Vice President. Moreover, he has experience with the
acquisition of MT companies in the US and had previously been actively involved in this area.
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PROSPECTUS
Mirza Amir Baig is a qualified medical doctor and holds a diploma is Small Business Management from
Scranton, Pennsylvania. Other than that he has certifications in eCommerce and IT.
At Go Net BPO he is working as a head of transcriptions division looking after the operations and
business development for BPO.
Masaood Ahmed Baloch – Vice President Medical Billing
Mr. Baloch joined GoNet in November 2002. He joined as Project Manager involved with establishing
the MT department. More recently he has been instrumental in establishing GoNet’s presence in Medical
Billing and Coding and is currently engaged in further developing and growing this division. He has been
involved in BPO for the last five years, and has contributed significantly in shaping up this industry for
Pakistan. He has worked for some top BPO companies in Pakistan like Csoft Pvt. Ltd which had the
distinction of being one of the leading medical transcription companies in the country. Prior to joining
GoNet, he was Manager Operations at Ubitech and Future Management Institute of Information
Technology.
With a Masters in Business Administration from Quaid-e-Azam University, his management experience
and leadership skills he would bring just the right mix to GoNet’s BPO operations.
Currently Mr. Baloch is heading the Medical Billing and Coding Division.
Imran Adeel Haider – Applications Expert
Mr. Haider holds a bachelor and master’s degree in Computer Science form the Institute of Management
and Computer Sciences, University of Peshawar. He has over 5 years of professional experience in
providing technology-based solutions to different industries and sectors. Mr. Haider is leading the
solutions development program for the US healthcare market. His experience of working in the US with
health care provider organizations in the state of North Carolina adds great value and experience to the
GoNet healthcare services initiative. Applications developed under his leadership are being used by the
Department of Rural Health, State of North Carolina, US.
In the field of healthcare applications, he has also worked for the Behavioral Education platform
development. This platform was developed for a healthcare education providing company in Florida.
Having experience with various aspects of health care services, ranging from medical transcription and
care management to claims filing and HIPAA compliance, he is in a very good position to start GoNet’s
integrated healthcare services venture. He is also experienced in implementing HIPAA standards in the
healthcare industry.
Mr. Haider has been instrumental in leading a team effort to develop a new suite of products for GoNet
in the area of MT Automated Systems.
Diane F. DePaul – Medical Technology & Quality Control
Diane has a Bachelors of Science degree from Hahnemann University Medical School & Allied Health
Institute, located in Philadelphia, Pennsylvania. She has extensive background & working knowledge in
the field of Medical Technology & Quality Control and additionally holds a license from The American
Association of Clinical Pathologists. For the last 18 years, she has held numerous positions in some of
the largest metropolitan hospitals, and Multinational Medical Technology companies such as Smith
Kline Diagnostics, Mercy Catholic Medical Center and Havorford Hospital.
At Go Net BPO, Diane DePaul is working as an Asst Vice President Quality Control and is heading the
training/Quality Control departments. She is actively involved in hiring appropriate personnel for
training and induction into operations. She is also responsible for on-job training of the MTs and QCs to
ensure conformance to quality standards for different clients.
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PROSPECTUS
Kashif Ulhaque - Assistant Vice President, Software
Kashif has more than 10 years of hands-on project management experience in managing external as well
as internal customer projects as CRM, ERP, SFA, GIS, Work flow management, MIS reporting and
knowledge management projects. He has worked in the US market for over 9 years with educational
expertise from Rutgers in NJ, USA. His professional experience comes from working for big industry
names and fortune 500 companies in New York City. He has worked for more than four years on Lotus
Notes development and management experience and additionally has experience in providing telecom
related solutions to a sales force of more than 500 people including network solutions and support.
He has also had experience of working and managing big team of over 100 staff with location in various
cities of USA and South America. He has a good working Knowledge of up-to-date languages and tools
like SAP HRM, DB2, DW, Java, Java scripting, EssBase, Brio, UNIX, Lotus Scripting, Lotus Notes,
Data Marts, Etc. Other areas include Intranet and Internet development experience with Lotus Notes and
Front Page.
He has completed a BS degree in MIS from Ramapo College of NJ and an MBA in management from
Rutgers, in NJ, USA. He is a certified Project Manager from Martin Tate; in NY and has completed
many of courses from IBM, NYC, HRM, Lotus, and various other renowned institutes of USA.
Kashif Perwaiz - Assistant Vice President, Software
Kashif Perwaiz has over 6 years of software development to management experience. Kashif started with
one of the acquired companies of AMZ Group about six years ago as a developer. He has progressed
since from a development role to an AVP. He is a great asset to AMZ Access’s Software department. Six
years experience in product development and currently working as the AVP Software on products related
to:
Business Intelligence for Finance & Healthcare industry

Data Mining solutions for text documents, primarily for healthcare
Speech Recognition products, primarily for medical transcriptions
Claims processing support system that uses intelligent information from patient’s history and general
trends using knowledge-base that resides in the data warehouse.
Faraz Ahmed - Assistant Vice President
Faraz Ahmed holds a BBA (Hons.) and an MBA from the Institute of Business Administration, Karachi
which was previously associated with University of Pennsylvania’s Wharton School of Business. He has
been managing businesses for software development, retail audit and consumer goods product
management. Before joining GoNet, Faraz was a managing partner with a Dubai based IT consultancy,
Alghanem Net. Prior to that, he was the COO of a company, specializing in business intelligence and
data acquisition services like retail measurement. He also worked as a Product Manager with a leading
FMCGs company besides also spending some time with MNCs like ICI and Hoechst Marion Roussel.
Zeeshan-ur-Rab – Manager Finance
Zeeshan-ur-Rab joined Go Net BPO in Feb-2004 and is currently working as Manager Finance. He has
done Management Accountancy in the year 1996 and is an Associate Member of the Institute of Cost &
Management Accountants of Pakistan.
He brings with him eight years of practical experience with various multinational & local companies
including Sony Pakistan (a subsidiary of Sony Holding Asia B.V. Netherlands) & Jaffer Brothers (Pvt.)
Ltd. He has been involved in the fields of Accounting, Financial planning, Corporate Affairs, and Cost
Accounting of various projects.
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PROSPECTUS
Faez Itrat – Manager Networking
Faez holds an engineering degree in electronics with major in computer networks. At GoNet he is
responsible for the core network and manages Call Center, MT and SW network operations which
includes Liaison with international carriers, access, routing and system configuration. His main expertise
is in Data and voice networks comprising of Cisco, Ascend, Quintum and other core network devices. On
the systems side he has hands on experience on Solaris, BSD, Linux and other variants of UNIX systems.
He has worked on network security and has implemented various tools using both hardware devices and
software tools. On Core networks he is familiar with routing protocols and has designed Frame relay and
MPLS based QOS networks. He is also responsible for designing customer end networks for customized
services on different media including Wireless LANs, ISDN, and DXX etc. He is also responsible for
coordination with national carrier for cross connect, PRI activation and other value added services.
Saud Sarwar- Manager Call Center Operations
Saud Sarwar brings with him five years of diverse experience in direct sales and marketing operations. In
the USA he worked for a large Health and Fitness Center located in Southern California at middle
management positions. His areas of expertise are telesales marketing, customer service support and
customer relationship management.
In Pakistan he has been providing freelance consulting for call centers designing and developing
successful telemarketing campaigns. At GoNet he is involved in training the customer service agents for
voice, accent neutralization, effective selling skills, and customer satisfaction techniques. He looks after
the call center services offered to various clients in USA, UK, and Canada.
4.9.2 Technology
GoNet presently operates a second generation MT System, which is a mid-level data management,
distribution and reporting system for in house use. GoNet has also established an Active Server Pages
(“ASP”) based suite of products for Business Intelligence (“BI”). It has powerful querying, sophisticated
analysis, data mining and pre-emptive alerting features all built into one suite of products. GoNet plans
to integrate this product line with its healthcare solutions, which would provide value addition to
hospitals and other clients. In addition, it is working to establish an integrated Workflow Management
system with ASP accessibility and data analysis tools, based upon proprietary software, to fully service
the transcription and document management needs of its existing clients as well as to integrate the data
captured by its acquired companies. The proposed system will further allow GoNet to offer Data Mining
and Data warehousing facilities to the clients of its acquired companies as well as enable it to cater to the
basic research requirements of the pharmaceutical and healthcare industry. GoNet has also successfully
completed the development of keys and keystroke combinations, which translates into commonly used,
often misspelled, medical and technical terms. It is expected that the first version of the workflow
management system may be deployed in the USA by October, 2004. This version, which is tentatively
being called MTAS (medical transcription automation system), will also incorporate voice recognition
and voice mining features which will increase the productivity of transcribers and quality assurance
coordinators.
A central database control center working on an ASP model has been established, which is called the
Network Operating Center (“NOC”). The principal function of the model is the management of all data
inflows and outflows to the system. It is compliant with Health Level seven(HL-7)6 and conforms to
HIPAA compliance requirements for data security and accessibility. Plans are presently underway for
the company to also market this product in the US.
6
HL7refers to the highest level of the communication model of the International Standards Organizations (“ISO”)
for Open Systems Interconnections (“OSI”), this being the application level.
- 24 -
PROSPECTUS
GoNet has the capability to connect to the router port of most of the Hospital’s network in the US to
extract and deposit data into their Electronic Systems from its production offices in Pakistan. In addition,
GoNet plans to establish a third generation MT System which will incorporate the HL-7 format and other
interface protocols
The development of a Dictation Tracking System (“DTS”) is also in progress so as to enable GoNet and
its clients to track the status of particular patient data and transcribed reports at any point in time as well
- 25 -
PROSPECTUS
as assist in evaluating GoNet’s on-time performance. DTS can also be used as an integral management
tool to monitor physician timeliness in the dictation, review and sign-off process.
In addition, GoNet is developing tools to enhance the efficiency of its production staff from the standard
of 500 lines per person per day to 800 lines per person per day within the next three months. This is
being done by integrating word expanders, dictionary and Artificial Intelligence (“AI”) tools to monitor
the patterns of dictation and the errors committed by individual transcriptionists.
4.9.3 Workforce and Training
GoNet’s BPO facilities in Karachi and Lahore employ 250 and 30 BPO personnel respectively. A crucial
part of GoNet’s strategic objectives includes the provision of quality services by retaining qualified staff.
Nearly all the employees in the Pakistan operations are university and college graduates.
The principal criterion in selecting a medical transcriptionist is good English comprehension skills, with
extensive medical knowledge and understanding. To achieve this, GoNet has designed rigorous selection
procedures that facilitate the effective assessment of a candidate.
GoNet has identified the need to train and retain transcriptionists as being one of its critical success
factors. Therefore, an in-house training center has been incorporated, which is presently under the
supervision of Head of Quality Controller and Training. The centre is imparting language skills,
computer skills and knowledge of medical terms. Based on past experience, it takes up to 12 weeks to
bring a transcriptionist “online”.
4.10 US SALES AND MARKETING TEAM
Sales and marketing activities in the US will evolve and unfold over the next six months. The current
business development activities in the USA are being spearheaded by Mr. Farook Khan, Director of
AMZVL and COO of GoNet. While Mr. Farook will be moving back and forth between Pakistan and
the USA, Mr. Shaukat Hayat, (Executive Director level resource person with the Group, has extensive
experience of marketing in the US and has also be been closely associated with setting up the MT
production facility in Pakistan as the development team’s overall leader), is permanently based in the
USA. A networking specialist from Pakistan has also been moved to the USA to look after back office
integration issues both for existing clients and for the newly acquired companies.
Mr. Farook Khan would have the overall responsibility of US operations. His pre-eminent task is to
develop and implement a formal marketing plan to assist marketing efforts with traditional hospital
clients, to help penetrate emerging markets, to identify acquisition opportunities and to conduct
negotiations with these companies on behalf of GoNet, after conducting a valuation exercise. In order to
identify, negotiate, verify and close the acquisition deals Mr. Khan would engage the services of a team
of Attorney(s), CPA(S) and Broker(s). These resources have been identified and are already in place. Mr.
Khan will be assisted in these endeavors by Mr. Edward Leahy and Shaukat Hayat, both of whom are
directors of AMZ Access Inc.
4.11 ACQUISITION STRATEGY
In addition to building up MT production facilities in Pakistan, GoNet intends to pursue acquisitions of

other transcription companies, with the objective to expand its client base, network of qualified
transcriptionists or geographic presence, as well as acquisitions, joint ventures and other relationships,
which would add value due to advanced technological expertise. The Company believes that it can
capitalize on consolidation opportunities within the fragmented medical transcription industry in the US.
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PROSPECTUS
MT Companies in the US can be broadly categorized into the following three categories, based on annual
revenue:*
Category Companies Annual Revenue
First 1-2 $100 million
Second 20-30 S10 million – S100 million
Third 2000-2500 Less than $10 million
* Market study on Healthcare and Medical Market in the US conducted by the UK Trade and Investment Department.
The first category entails companies with more than $100m in annual revenue. Around 20-30 companies
operate within the second category with revenues of $10m to $100m. The third category contains 2000-
2500 companies generating revenues up to $10m. Majority of the companies in this last category gross
less than $3m per annum, and this is the target market for the Company’s acquisitions.
The acquisition universe would largely comprise of small and medium sized entities, having annual
revenues of between $ 500,000 to about $ 2 million. The target companies, while having an existing
client base, lack the ability and/or the will to expand further or incur additional capital expenditure so as
to stay abreast of any advancement in technology, or to diversify geographically. It is envisaged that the
Company would acquire at least 5 MT companies, with cumulative revenues of $ 4 million
(approximately) per annum, by June 2005.
The first acquisition target, Global Transcriptions (GT) based in St. Louis, Missouri, has already been
executed and full payment has been made subsequent to carrying out a due diligence exercise as per legal
and accounting requirements currently prevailing in the United States for transactions of this size and
magnitude. Meanwhile the process to transfer business volumes to Pakistan has already commenced.
GoNet has had a business relationship with GT for the past two years and hence its contractual
obligations with other hospitals and clinics are well known and established. A second target company is
based out of Nashville, Tennessee and is currently under negotiations. Similarly, other opportunities are
being looked at which will materialize over the next 3 to 4 months.
Based on previous senior management level experience, the Company will work on each acquisition with
industry specialists, including consultants, lawyers and accountants (CPA’s) who have the relevant
standing and sufficient industry experience, and have developed comprehensive procedures to
successfully execute and conclude any specific acquisition. Some of the most common requirements for
potential acquisition targets are:
- They must be tax paying registered corporations;

- All production procedures and operations are conducted through digital methods;
- They should have their own basic stand-alone infrastructure and should not be relying on any
other company for any part of their operations;
- They should have verifiable and signed contracts with their clients for a specified period of
time;
- They should have reputable and easily verifiable track records;
- Some specific and well defined requirements about rates, quality of work, turn-around time, and
agreements have to be met for the company to qualify as a good buy;
- The payment plan for purchase is normally staggered over a period of time;
- The current owner should work with the company for a certain time to ensure a smooth
transition period.
The MT companies will be acquired on the basis of multiples of annual revenues or positive cash flows.
As per common industry practice, such target companies are sold for between 0.5 to 1.5 of the annual
revenue. These companies would be purchased on deferred payment basis. Valuations can move up or
down based on demand and supply and the overall state of the economy. But this is true for any industry
groupings.
- 27 -
PROSPECTUS
4.11.1 Criteria for Qualification
Companies that fulfill the basic criteria will be considered for acquisition. Some of the most common
requirements includes, potential acquisition targets must be tax paying registered corporations, with
reputable and easily verifiable track record, production procedures conducted through digital methods.
Some specific and well-defined requirements about rates, quality of work, turn-around time, and
agreements would also have to be met to qualify as a good buy.
4.11.2 Acquisition Procedures
The procedures developed by GoNet call for standardization and branding of the service once the
acquisition is complete. The following are defined procedures for every step leading to final closing:
Initial Information Exchange from possible acquisition target

Visit and scrutiny of information by team of experts
Accounts books and agreements scrutiny
Offer to purchase
Due-Diligence
Closing
Training and Transition Period
Normal operations and outsourcing work to production office in Pakistan in phased manner
The marketing plan and budgets of the company need close scrutiny
The accounts and finance of the company, taxes, etc. are scrutinized and approved for a buy
before a deal is negotiated any further
4.11.3 Proposed Acquisition Schedule
A pipeline of potential acquisition target companies is presently being developed. The company has
already identified and formed understandings with industry experts, brokers, CPAs and Attorneys and
has also short-listed seven possible acquisitions. It is envisaged that the company would acquire up to
five (5) MT Companies with cumulative revenue of approx US$4million (approximately) by June 2005.
The following table provides an approximation of the acquisition schedule through June, 2007:
2005 2006 2007

No. of Companies 5 5 8
Acquisition cost etc. $ 4.0 M $ 5.0 M $ 8.0 M
Only first acquisition of M/s. Global Transcriptions (GT) based in St. Louis, Missouri, USA has been
made on full cost basis and remaining acquisitions shall be made on 50% down payment and deferred
balance payment basis within two to three years from acquisition.
4.12 FUTURE PROSPECTS
Initially, GoNet will focus on the infrastructure development of its local MT operations; acquisition of
US based MT companies and the provision of MT services. However, GoNet has plans to effect
technological enhancements to the MT System to increase the speed and accuracy of its transcriptionists.
In addition to its traditional transcription services to hospital medical record departments, GoNet plans to
penetrate into patient care departments, such as radiology, emergency rooms, oncology, pediatrics,
cardiology, etc.
4.13 RISKS AND MITIGANTS
In making the investment decision, the investor may take into consideration following material risks:
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PROSPECTUS
4.13.1 Risks Associated with the Business
a. Dependence on Single Line of Business
The Company's revenues are presently derived primarily from the provision of medical transcription
services to hospitals, healthcare organizations, and other transcription companies on an outsourced basis.
The Company's future success will depend on the continued market acceptance of its transcription
services and the continued trend towards outsourcing of transcription services. A reduction in demand or
increase in competition in the market for its transcription services would have a material adverse effect
on the Company's business, financial condition and results of operations.
The cost of onshore transcription is becoming prohibitive due to diminishing availability of trained
manpower in the US, and the comparatively higher cost that hospitals have to pay for transcriptions.
Countries like Pakistan are ideally suited for such back office operations. AMZVL believes that GoNet,
based on past experience, will be able to cater to the needs of its clients by employing trained and skilled
transcriptionists providing high quality services on competitive rates. Furthermore, the Company plans to
diversify into other areas of service provision to the health care industry in the US as part of their overall
strategy.
b. Rapid Technological Change
The healthcare information services industry is characterized by rapid technological change, evolving
client needs and emerging technical standards. The introduction of competing services or products
incorporating new technologies, such as voice recognition capabilities, and the emergence of new
technical standards could render some or all of the Company's services unmarketable. The Company
believes that its future success depends on its ability to enhance its current services and develop new
services that address the increasingly sophisticated needs of its customers. The failure of the Company to
develop and introduce service enhancements and new services in a timely and cost-effective manner in
response to changing technologies or client requirements would have a material adverse effect on the
Company's business, financial condition and results of operations.
GoNet has identified this risk and has established sophisticated technological systems for high quality
MT services. In addition to the above, the Company plans to conduct continuous research on the possible
technological changes that could occur, so as to enable the Company to employ suitable strategies to
mitigate the risk. In this regard the company has already developed its first generation of transcription
products based on voice recognition and voice mining. These are being deployed in the USA in the near
future.
c. Dependence on Key Personnel
The Company's future success depends upon its ability to attract and retain its key managerial personnel.
The loss of services of some of the Company's executive officers or the inability of the Company to
attract additional management personnel could have a material adverse effect upon the Company's
business, financial condition and results of operations.
GoNet recognizes the need and importance of its work force and offers competitively attractive packages
to its employees; furthermore, employees are provided extensive training via competent trainers to
further enhance their skills. All these factors result in GoNet being viewed as an attractive workplace for
existing and potential employees. These positive attributes have greatly assisted the company in
expanding its human resource base to its present level of 250 headcount from the initial figure of 14
persons, two years ago.
d. Potential for Significant Fluctuations in Annual Operating Results
The Company may, in the future, experience, significant fluctuations in its annual operating results,
which could result in volatility in the price of the Common Stock. Annual results of operations may
fluctuate as a result of a variety of factors, including demand for the Company's services, the opening of
new offices, the timing of introduction of new services and service enhancements by the Company or its
competitors, market acceptance of new services, the size and timing of client contracts, changes in client
- 29 -
PROSPECTUS
budgets, the size and timing of acquisitions, the integration of acquired businesses into the Company's
operations, the number and timing of new hires, competitive conditions in the industry and general
economic conditions. Further, the Company's contracts generally involve significant client commitment
and may require time-consuming authorization procedures within the client's organization. For these and
other reasons, the sales cycles for the Company's services are typically lengthy and subject to a number
of factors outside of the Company's control.
GoNet believes that it will be able to overcome these operating risks, with the continuous input from its
team of professionals, by regulating appropriate safeguard procedures to further improve the overall
framework and structure of the organization and by rapidly diversifying its product slate in the US
through its R&D program.
e. Ability to Attract and Retain Qualified Transcriptionists
The Company's future success depends upon its ability to attract and retain qualified transcriptionists. As
competition in this business area intensifies in Pakistan, it would become increasingly difficult to retain
trained transcriptionists, especially since competitors may be offering them higher salaries. The inability
of the Company to attract, hire and retain such personnel would have a material adverse effect upon the
Company's business, financial condition and results of operations.
The Company is mitigating this risk by conducting MT training on a continuous basis via their in-house
training facility, wherein batches of 25 – 30 trained transcriptionists “graduate” every quarter, with the
majority joining the company’s workforce. The strategy is ,therefore, to have a continuous supply of
trained transcriptionists available to cater to its business volumes, even though many may move to other
companies.
4.13.2 Risks Associated With Acquisitions
A major factor in the Company’s growth strategy is the acquisition of US based transcription companies,
and benefiting from the labor arbitrage on their existing and future business volumes. There can be no
assurance that the Company will be successful in identifying suitable acquisition targets, arranging
financing for such acquisitions, negotiating terms favorable to the Company, consummating the said
acquisitions or integrating the acquired businesses into the Company's operations. Moreover, in
connection with the acquisitions, the Company may be required to incur additional indebtedness or other
liabilities, which could have a material adverse effect on the Company's liquidity and capital resources,
or it may have to issue additional shares, which could result in diluting the holding or earning capacity of
its existing shareholders.
AMZVL believes that GoNet (the production arm) and AMZ Access Inc(the purchasing arm), are both
equipped with a team of competent professionals who possess the necessary skills and will be able to
reduce this risk to an acceptable level. The Company has already acquired Global Transcription for this
purpose. Other potential acquisition targets have been identified and short-listed. In this regard the
Company has retained in the US lawyers, CPA’s and consultants who are highly reputed and well versed
with the acquisition of technology companies, in order to assist it in the due diligence process as well as
in conducting negotiations with potential sellers.
4.13.3 Competition
Increased competition may result in price reductions for the Company's services, reduced operating
margins and the inability of the Company to increase its market share. There can be no assurance that the
Company will be able to compete successfully against current or future competitors or that competitive
pressures will not have a material adverse effect on the Company's operating performance. However, it
may be noted that the US healthcare Industry is today worth in excess of US$ 1.4 trillion, whereas every
year MT business volumes increase by 10 per cent. Presently 97% of the overall MT business is being
conducted within the US, but at present there is a proportionate decline in the number of medical
transcriptionists. Therefore it is estimated that business volumes outsourced internationally will go up
from 106.27 billion lines in 2000 to 196.37 billion lines in 2004. Consequently, the potential for
business in this area is so substantial that even increased competition would not have a very significant
impact on the volumes.
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PROSPECTUS
4.13.4 Changes in the Healthcare Industry
The healthcare industry in the US is subject to changing political, economic and regulatory influences
that may affect the outsourcing arrangements of healthcare providers. Federal and state legislators have
proposed programs to reform the United States healthcare system and other proposals are in the
development stage. In general, these programs and proposals tend to emphasize managed care, seek to
lower reimbursement rates and otherwise attempt to control the environment in which healthcare
providers operate. Additionally, there are movements in many States to table legislation which may
restrict or prevent health care service companies from outsourcing transcription services to off-shore
destinations. Healthcare providers may react to these proposals and the uncertainty surrounding such
proposals by curtailing outsourcing arrangements or deferring decisions regarding the use of outsourced
services. Many healthcare providers are consolidating to create larger healthcare delivery organizations.
This consolidation reduces the number of potential clients for the Company's services and increases the
bargaining power of these organizations, which could lead to reductions in the amounts paid for the
Company's services. The impact of these developments in the healthcare industry is difficult to predict
and could have a material adverse effect on the Company's business, financial condition and results of
operations.
4.13.5 Confidentiality Requirements
The medical information transcribed by the Company is of an extremely sensitive nature. In providing its
services, the Company is subject to certain statutory, regulatory and common law requirements regarding
the confidentiality of medical information. Failure to comply with such confidentiality requirements
could result in material liability to the Company.
GoNet recognizes the importance of confidentiality in the MT industry and fully assures the secrecy and
prohibition of information relating to its clients by creating a culture to maintain the secrecy and
imparting proper training to its employees as well as its acquired companies. Additionally, all
transcription services are provided over secure networks with the minimum capability of 0f 128 bit
encryption.
Note: It is stated that all material risk factors have been disclosed and nothing has been concealed
with respect to this Prospectus.
- 31 -
PROSPECTUS
PART V
5. FINANCIAL INFORMATION
5.1 Auditors’ Certificate under Section 53(1) read with Clause 28(1) of Section 2 of Part 1
of the Second Schedule of the Companies Ordinance, 1984.
AB/188-A/04
September 15, 2004
The Board of Directors

AMZ Ventures Limited
19th Floor, Tower-B,
Saima Trade Tower,
Karachi.
Dear Sirs,
In accordance with Section 53(1) read with clause 28(1) of Section 2 of Part 1 of the Second
Schedule to the Companies Ordinance, 1984, we report that:
a) as per the audited financial statements of the company for the period ended June
30, 2004, the assets and liabilities thereof are as follows:
Rupees
ASSETS
Deferred costs 1,901,640
Cash and bank balances 8,158,360
LIABILITIES
Creditors, accrued and other liabilities 600,000
________
NET ASSETS 9,460,000
=======
REPRESENTED BY
Issued, subscribed and paid up share capital
500,000 Ordinary shares of Rs. 10 each 5,000,000
Share deposit money 4,460,000

9,460,000
=======
b) in view of the incorporation of the company on May 13, 2004 and in the light of
the operations of the company, which had not commenced until June 30, 2004,
profit and loss account for the period then ended had not been prepared by the
company.
Yours faithfully
Sd/-
Ford Rhodes Sidat Hyder & Co.

Chartered Accountants
- 32 -
PROSPECTUS
5.2 Auditors’ Certificate on Break-up Value of Shares
CERTIFICATE
This is to certify that based on the audited balance sheet of AMZ Ventures Limited as at June 30, 2004,
break-up value of each Ordinary class A share of a nominal value of Rs. 10 each of the company is Rs. 10,
determined as follows:
Rupees
Issued, subscribed and paid-up capital 5,000,000

=======
Number of Ordinary class A shares issued 500,000

=======
Break-up value of each Ordinary class A share of a

nominal value of Rs. 10 each Rs. 10
=======
Yours faithfully
Sd/-
Karachi--- Ford Rhodes Sidat Hyder & Co.

September 7, 2004 Chartered Accountants
- 33 -
PROSPECTUS
5.3 Auditors’ Certificate on Issued, Subscribed and Paid-up Capital of the Company.
AB/188-B/04
September 15, 2004
The Board of Directors

19th Floor, Tower-B,
Saima Trade Tower,
Karachi.
Dear Sirs,
AUDITORS’ CERTIFICATE ON ISSUED, SUBSCRIBED

AND PAID UP CAPITAL OF THE COMPANY.
We have verified that according to the books of account, the issued, subscribed and paid-up capital of the
company as at September 15, 2004 is Rs. 200,000,000 divided into 12,500,000 Ordinary “Class A”
shares of Rs. 10 each and 7,500,000 ordinary “Class B” shares of Rs. 10 each.
The break-up of Ordinary “Class A” and “Class B” shares are as follows:
Class “A” shares Issued, Subscribed and Paid-up

paid in cash.
PRIVATE PLACEMENT
Sponsors/Promoters
1,300,000 13,000,000
Directors
Mr. Rehman Ghani 100,000 1,000,000
Mr. Inaam-ul-Haq 25,000 250,000
580,000 5,800,000
Institutions
2,200,000 22,000,000
Others
8,420,000 84,200,000
Total of Class “A” Shares 12,500,000 125,000,000
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PROSPECTUS
Class “B” shares Issued, Subscribed and Paid-up

paid for consideration other than cash.
Sponsors/Promoters
Mr. Athar Haneef Naseem Shaikh 2,275,000 22,750,000
Mian Ikram-ul-Haq 2,275,000 22,750,000
4,550,000 45,500,000
Directors
Mr. Farook Ali Khan 750,000 7,500,000
850,000 8,500,000
Others
AMZ Technologies (Pvt.) Ltd. 2,000,000 20,000,000
2,100,000 21,000,000
Total of Class “B” Shares 7,500,000 75,000,000
Total issued, subscribed and paid-up capital 20,000,000 200,000,000
Yours faithfully
Sd/-

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PROSPECTUS
5.4 Auditors’ Certificate under Section 53(1) read with Clause 29 of Section 2 of Part 1 of the
Second Schedule of the Companies Ordinance, 1984.
AB/188-C/04
September 15, 2004
The Board of Directors,

AMZ Ventures Limited,
th
19 Floor, Tower –B,
Saima Trade Tower,
Karachi.
Dear Sirs,
In accordance with Section 53(1) read with Clause 29 of Section 2 of Part I of the Second Schedule to the
Companies Ordinance, 1984, we report that on July 28, 2004, the company issued 7,500,000 Ordinary
“Class B” shares of Rs.10 each in consideration of the acquiring an interest, exceeding 50 percent of
capital and profits and losses, in GO Internet & Software Services (Private) Limited. We further report that:
a) as per the financial statements of GO Internet & Software Services (Private) Limited for the year
ended June 30, 2004, audited by another firm of Chartered Accountants, the assets and liabilities
thereof are as follows:
ASSETS Rupees
NON-CURRENT ASSETS
Tangible fixed assets
Operating fixed assets – Owned 74,921,395
Operating fixed assets – Leased 20,078,297
Capital work-in-progress 6,000,758
101,000,450
Intangible assets 38,500
Long term loans and advances 1,053,625
Long term deposits 4,891,581
Deferred cost 13,105,965
CURRENT ASSETS
Trade debts 16,290,001
Advance, deposit, prepayment and other receivables 22,661,145
Cash and bank balances 1,833,077
40,784,223
TOTAL ASSETS 160,874,342
EQUITY AND LIABILITIES

SHARE CAPITAL AND RESERVES
Share capital
Authorised
10,000,000 Ordinary shares of Rs.10 each 100,000,000
Issued, subscribed and paid up capital
7,600,000 Ordinary shares of Rs.10 each 76,000,000
Accumulated losses (8,194,387)
67,805,613
SURPLUS ON REVALUATION OF FIXED ASSETS 12,669,598
80,475,211
NON-CURRENT LIABILITIES
Liabilities against assets subject to finance lease 13,934,469
Deferred liabilities 91,740
Long term deposits 240,056
- 36 -
PROSPECTUS
CURRENT LIABILITIES
Current portion of lease liabilities 2,397,052
Short term running finances 50,000,000
Creditors, accrued and other liabilities 13,309,666
Provision for taxation 426,148
66,132,866
TOTAL EQUITY AND LIABILITIES 160,874,342
b) as per the financial statements of GO Internet & Software Services (Private) Limited for the
period ended June 30, 2001 and the years ended June 30, 2002 to June 30, 2004, audited by
other firms of Chartered Accountants, the profit and loss accounts of the company are as follows:
Year ended Year ended Year ended Period ended

June 30, 2004 June 30, 2003 June 30, 2002 June 30, 2001
Rupees Rupees Rupees Rupees
(Restated) (Restated)
REVENUE 47,211,553 39,761,700 46,422,752 5,009,603
Direct cost 32,512,888 21,496,987 31,121,564 4,687,178
GROSS PROFIT 14,698,665 18,264,713 15,301,188 322,425
Operating expenses 21,723,287 14,047,612 13,971,014 4,335,576
OPERATING PROFIT / (LOSS) (7,024,622) 4,217,101 1,330,174 (4,013,151)
Other income/(Loss) 330,230 10,400 (13,082) 142,848

Financial charges 1,602,573 398,677 524,243 136,442
Profit / (loss) for the year before taxation (8,296,965) 3,828,824 792,849 (4,007,109)
Taxation 592,671 328,974 232,114 25,048
Profit / (loss) for the year after taxation (8,889,636) 3,499,850 560,735 (4,032,157)
UNAPPROPRIATED PROFIT /
(ACCUMULATED
LOSS) BROUGHT FORWARD 28,428 (3,471,422) (4,032,157) -
Effect on incremental depreciation on

revalued assets 666,821 - - -
UNAPPROPRIATED PROFIT /
(ACCUMULATD LOSSES)
CARRIED FORWARD (8,194,387) 28,428 (3,471,422) (4,032,157)
In view of the commencement of operations of GO Internet & Software Services (Private) Limited during
the period ended June 30, 2001, the profit and loss accounts thereof have been presented for a period of
four years, comprising of the period ended June 30, 2001 and the years ended June 30, 2002 to June 30,
2004.
Yours faithfully,
Sd/-

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PROSPECTUS
PART VI
6. MANAGEMENT OF THE COMPANY
6.1 Board of Directors of the Company
Name and Address Designation Directorship in Other Companies
Naseem Shujaat Mirza Chairman None

A-II-33,St.#18, Khayaban-e-
Tanzeem, Phase V, DHA,Karachi
Athar Haneef Naseem Shaikh Vice Chairman & AMZ Securities (Pvt.) Limited
40/II, Street 24, Khayaban-e-Mujahid, Chief Executive AMZ Technologies (Pvt.) Limited
Phase V, D.H.A., Karachi AMZ Foods (Pvt.) Limited
AMZ-KHN Consulting (Pvt.) Limited
Pakistan Enterpise Development Facility (Pvt.) Ltd.
Go Internet & Software Services (Pvt.) Limited
News-VIS CIS (Pvt.) Limited
Farook Ali Khan Director None

97-B, Street 15, Gulshan-e-Faisal,
Bath Island, Karachi
Rehman Ghani Director Prime Bank Limited

House No. 13, Fan Road, Lahore
Inaam-ul-Haque Director Business and Industrial Insurance Company

Limited
756/2, Sector-X, DHA, Lahore.
Yacoob Shakoor Tabani Director Grace Apparel (Pvt.) Limited

House No. 61/1, Street No. 9, Apparel Arts (Pvt.) Limited
Phase 5, D.H.A., Karachi T.M. Textile (Pvt.) Limited
Grace Knitwear (Pvt.) Limited
Tabani Industries (Pvt.) Limited
Gohar Sharif Butt Director None

House No. 50/2, Sector B-4, Phase 5,
D.H.A., Karachi
6.2 DIVIDEND RECORD OF OTHER LISTED COMPANIES IN WHICH DIRECTORS ARE

HOLDING DIRECTORSHIPS
The dividend record of the listed company in which Directors of the Company hold directorship is:
2000 2001 2002 2003 2004
Prime Bank Limited

Cash - - 10% 12% -
Bonus 30% - 15% 10% -
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PROSPECTUS
6.3 BRIEF PROFILE OF THE MEMBERS OF THE BOARD OF DIRECTORS
6.3.1 Mr. Naseem Shujaat Mirza – Chairman
Mr. Mirza after graduating from Forman Christian College Lahore with a B.A Honors Degree in
Economics & Political science qualified as a Chartered Accountant from the Institute of Chartered
Accountants of England & Wales in 1958. He joined the ICI Group of Companies in Pakistan in 1958
and held various responsibilities covering all aspects of management including finance, project finance,
personnel, marketing etc. He was made Chairman & Chief Executive of ICI Pakistan in 1983 and during
his thirteen years tenure he made ICI Pakistan the single largest multinational with several distinct
businesses such as polyester fiber, soda ash, paints, general chemicals, pharmaceuticals, specialty &
agrochemicals. In 1996, Mr. Mirza had the privilege of persuading ICI PLC London to make the single
largest manufacturing investment in its history for establishing a PTA plant worth USD 450 million in
Pakistan.
Towards the end of 1996 while still the Non Executive Chairman of ICI Pakistan Mr. Mirza took over as
Chairman & Chief Executive of the Pakistan Telecommunications Limited (“PTCL”). During his tenure
of approximately four years Mr. Mirza was instrumental in driving this telecom monopoly to become a
financially strong and profitable venture. The shareholder value of PTCL was substantially increased by
Mr. Mirza by taking the very important strategic decision to set up “Ufone”, today one of Pakistan’s
leading mobile telephone operators, as a 100% subsidiary of PTCL against great opposition from vested
interests.
During his career with ICI Pakistan Mr. Mirza had attended many in-house development programs and a
top leadership program at Templeton College, Oxford University. With PTCL Mr. Mirza was
successfully involved in 1997 in a Bond issue worth USD 150 million and a USD 250 million
securitization deal with Citibank & ABN-AMRO Bank – both unique deals in an environment when
Pakistan’s sovereign risk was considered to be almost unbankable. Mr. Mirza was personally involved in
running the road shows for both these projects. . Mr. Mirza has therefore had the experience of running
the largest public sector company and one of the largest multinationals in Pakistan. Apart from being a
member of the Managing Committee for a number of years, Mr. Mirza has been the President of the
Overseas Chambers of Commerce & Industry for two years.
At various times Mr. Mirza has also been the Non Executive Director of Commercial Union Insurance
Pakistan Limited, Alwin Engineering, Escort Investment Bank and Chairman & Director of Paramount
Leasing Limited. He is also on the Board of Trustees of the Layton Rahmatullaah Benevolent Fund and
the Lahore University of Management Sciences.
6.3.2 Mr. Athar Haneef Naseem Shaikh – Vice Chairman & Chief Executive Officer
Mr. Shaikh’s professional career spans 25 years, during which time he has held senior management
positions with various local and multinational banks/financial institutions in Pakistan, including Chase
Manhattan and Deutsche Bank. He has also served as Financial Advisor to the Public Investment Fund,
Ministry of Finance, Kingdom of Saudi Arabia, where he managed an investment portfolio comprising
petroleum refineries and petrochemical complexes. He has been closely associated with the evolution of
the NBFC and Modaraba sectors in Pakistan.
Mr. Shaikh is also a founder member of Pakistan’s first online Credit Information Bureau, of which he is
also a director. He has additionally served as a member of the Executive Committee of the Leasing
Association of Pakistan. Mr. Shaikh, who holds a Masters in Business Management degree from the
Asian Institute of Management, Manila, co-founded AMZ Securities (Pvt) Ltd., which is one of
Pakistan’s leading corporate brokerage houses. Mr. Shaikh has been involved as CEO with both AMZ
Technologies and GoNet since their acquisition by the Group. Mr. Shaikh does not draw any form of
remuneration from AMZVL.
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PROSPECTUS
6.3.3 Mr. Inaamul Haque – Director
Mr. Inaamul Haque has an exemplary track record of public service. During his long and illustrious
career Mr. Haque has served as the Vice Chairman (CEO) Export Promotion Bureau, Chairman State
Life Insurance, Additional Secretary Ministry of Law, Chairman Cotton Export Corporation, Secretary
Ministry of Communications and as the Executive Director/Alternate Executive Director World Bank
Group and Member, Global Environment Facility Council. During his career Mr. Haque has also
remained Adjunct Professor at the Washington College of Law, American University, Washington D.C.
teaching international contracts/international business transactions, international project finance and
international trade finance.
He has also been a visiting speaker at the various forums including the Pakistan Administrative Staff
College, National Defence College and the national Institute of Public Administration. Mr. Haque has a
number of publications and articles to his credit on international law and finance. Mr. Haque has attended
both the Punjab and Karachi Universities and has additionally obtained his LLM from Harvard
University, USA.
6.3.4 Mr. Farook Ali Khan - Chief Operating Officer & Director
Mr. Khan who possesses a Bachelors degree (1987) in Engineering from NED University, Karachi, and a
Masters degree in Computer Science (1989) from AIT in Bangkok, Thailand has specialized in Artificial
Intelligence, Learning Techniques, and Knowledge Acquisition. He has worked with IBM between 1989
– 90 in Thailand on the Asian Language Processing Engine with special emphasis on learning techniques
in transliteration. He has also undertaken several teaching assignments in Pakistan and Thailand and has
additionally been engaged in conducting software exports from Pakistan, specifically for the healthcare
and education industry, ERP solutions, back office operations, web solutions, business processes, etc.
Mr. Khan has extensive experience of business development in the US, Europe and Asian countries on
outsourcing models for software and IT enabled products. He has also been involved in mergers and
acquisitions of IT companies in the US for a local business group.
Mr. Khan joined GoNet in September 2002, and is responsible for the day-to-day operations of the
Company, as well as assisting the Chief Executive in deciding on general policies and overall strategy for
the Company. Mr. Khan does not draw any form of remuneration from AMZVL.
6.3.5 Mr. Rehman Ghani – Director
Mr. Ghani has spent his professional career in the pharmaceutical and health care industry in Pakistan
and abroad. He is currently the Managing Director South Asia for BSN Medical Limited, which is a joint
venture company, established by Beirsdorf of Hamburg, Germany and Smith&Nephew Plc of the UK. In
this capacity he oversees manufacturing facilities in Pakistan and India and other operations in Sri Lanka,
Nepal and Bangladesh. Prior to joining BSN Mr. Ghani spent over ten years with Sandoz Pakistan
Limited where he was responsible for product management, marketing and corporate strategy.
Mr. Ghani has traveled extensively.Mr. Ghani has obtained a Masters in Science in Operations
Management from the Northrop University, California, USA.
6.3.6 Mr. Gohar Sharif Butt – Director
Mr. Butt has over thirteen years of professional banking and consulting experience. His professional
qualifications include a B.Sc from the Punjab University majoring in mathematics and physics, and an
MBA from IBA, Karachi majoring in Management Information Systems. During his career Mr. Butt has
worked for both the American Express bank and the Standard Chartered Grindlays Bank in Pakistan. He
has specialized in the areas of strategic planning, process re-engineering and systems planning, business
development, and human resource development and management. Prior to leaving Standard Chartered
Mr. Butt was overseeing the banks Islamic finance arm as the Managing Director of First Grindlays
Modaraba.
Since July 2001 Mr. Butt has been successfully operating his own consultancy practice under the name
and style of Equity Exchange & Trust. He specializes in designing human resource development and
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PROSPECTUS
change management programs for Pakistan’s corporate sector. Mr. Butt has also successfully established
an outsourcing company, which provides trained manpower primarily to Pakistan’s banking industry. He
also owns and operates a company, which distributes filtered drinking water.
6.3.7 Mr. Yacoob S. Tabani – Director
Mr. Tabani is engaged in Textile manufacturing and he has been involved in his family owned textile and
garment manufacturing business since 1975. His companies are engaged in an integrated manufacturing
process and are exporting both knitted and woven garments to the USA, Europe and the Far East.
Mr. Tabani has obtained a BS in Industrial Engineering from the University of Wisconsin, Madison,
USA.
6.4 PROFILE OF THE COMPANY SECRETARY
Mr. Shahid Jamal completed his Masters from University of Karachi in Commerce and Business
Administration. He is an Associate Member of the Institute of Cost & Management Accountants of
Pakistan, Institute of Chartered Secretaries and Institute of Taxation Management and is in process of
completing the final level of the Institute of Corporate Secretaries of Pakistan and the Institute of
Chartered Accountants of Pakistan.
Mr. Jamal completed his four years audit training from Ford, Rhodes, Robson & Morrow Chartered
Accountants, a member firm of Ernst & Young, U.K. During this period he gained excellent exposure of
financial, cost and managerial accounting and procedural systems of blue chip concerns such as Pakistan
International Airlines, Pakistan Telecommunication, Civil Aviation Authority, etc. He has vast
experience in financial control, accounts, taxation and company secretarial matters, and has specialized
in establishing internal controls, budgeting, operational planning, project costing and feasibility reports.
He has been working at AMZ Technologies since its formation, and has been involved in all matters
concerning finance, accounting, taxation and company secretarial. Mr. Jamal does not draw any form of
remuneration from AMZVL.
6.5 OVER DUE LOANS
There are no overdue loans (local or foreign currency) on any of the above-mentioned companies. The
Company/Directors do not have any overdue loans as per the CIB report dated August 02, 2004.
6.6 NUMBER OF DIRECTORS
The Articles of Association have specified the number of directors to be the minimum required by law,
that being seven, which may be increased by the Board of Directors as and when required by them.
6.7 QUALIFICATION OF DIRECTORS
A Director must be a Member unless he is a person representing the Government or an institution or

authority which is a member, or is a full time working Director who is an employee of the Company, or a
Chief Executive or a person representing a creditor and must hold ordinary shares in the company to the
nominal value of Rs. 5,000/-. In the case of Directors representing special interests holding shares of the
requisite value, no such share qualification shall be required, provided intimation in writing as to such
representation is lodged with the Company within two months of the appointment of such Directors.
6.8 REMUNERATION OF THE DIRECTORS
As per clause 67 of the Articles of Association the remuneration of a Director for attending meeting of
the Board shall from time to time be determined by the Company in General Meeting pursuant to
Articles 35(f) provided that neither the Chief Executive nor any other Director in whole time
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PROSPECTUS
remunerated service with the Company shall be entitled to any payment for attending meetings of the
Board. A Director may also be paid all traveling, hotel and other expenses properly incurred by him in
attending and returning from meetings of the Directors or any committee of Directors or General
Meeting of the Company or in connection with the business of the company.
6.9 BENEFITS TO PROMOTERS AND OFFICERS DURING THE LAST TWO YEARS
No amount or benefit has been paid or given within the last two years or is intended to be given to any
promoter/ or officer or to any officer of the Company otherwise than as remuneration for services
rendered as full time executives of the Company.
6.10 INTEREST OF THE DIRECTORS
The Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending
meetings. The Directors performing full time service to the Company may also be deemed to be
interested in the remuneration payable to them by the Company.
The Directors may also be deemed to be interested to the extent of any shares held by each of them in the
Company and/or the shares applied for and allotted to them, if any.
6.11 INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY
None of the Directors of the Company had or have any interest in any property acquired by the Company
within the last two years or now proposed to be acquired by the Company.
6.12 ELECTION OF DIRECTORS
The Directors shall comply with the provisions of Section 174 to 178, 180 and 184 of the Companies
Ordinance for election of Directors and matters ancillary thereto. The present Directors of the Company
shall hold office until the first Annual General Meeting of the Company (which in terms of Section 158
of the Companies Ordinance is required to be held within 18 months from the date of incorporation),
unless they resign or are removed in accordance with the provisions of the Companies Ordinance. In the
first annual general meeting, the directors of the Company shall be re-elected for a period of three years.
6.13 VOTING RIGHTS
The share capital of the Company comprises of Class ‘A’ shares and Class ‘B’ shares with respective
rights, benefits and privileges and obligations, as conferred upon each Class by or under the provisions of
Clause 133 of the Articles of Association of the Company.
The holders of each Class “A” share purchased will be entitled to vote on all matters presented to
shareholders. The holders of each Class “B” management share will be entitled to 4 votes for the purpose
of election and removal of the Board of Directors. In respect of all other matters under the Companies
Ordinance, 1984 requiring an ordinary or special resolution, the voting rights of Class “A” and Class “B”
shares will be equal.
6.14 POWERS OF DIRECTORS
The business of the Company shall be managed by the Directors, who may pay all expenses incurred in
promoting and registering the company, and may exercise all such powers of the company as are not by
the Companies Ordinance, 1984, or by the Articles of Association or by special resolution of the
Company required to be exercised by the company in a general meeting.
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PROSPECTUS
6.15 BORROWING POWERS
The Directors may exercise all the power of the Company to borrow and mortgage or charge its
undertaking, property and assets, (both present and future), and to issue debentures and other securities,
whether outright or as collateral security for the debt, liability or obligation of the Company, or of any
third party as provided by the Articles of Association of the Company and subject to the provisions of the
Companies Ordinance, 1984.
6.16 INDEMNITY
Clause 131 of the Articles of Association of the Company reads as under:
“Every Director or officer of the Company and every person employed by the
Company as auditor shall be indemnified out of the funds of the Company against
all liability incurred by him as such Director, officer or auditor in defending any
proceedings, whether civil or criminal, in which judgment is given in his favour, or
in which he is acquitted, or in connection with any application under Section 488 of
the Ordinance in which relief is granted to him by the Court.”
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PROSPECTUS
PART VII
7. MISCELLANEOUS INFORMATION
7.1 REGISTERED OFFICE / HEAD OFFICE / SHARE DEPARTMENT

19th Floor, Tower B, Saima Trade Towers
I. I. Chundrigar Road
Karachi-74000, Pakistan
Phone: [021] 111-269-111
Fax: [021] 2219760
7.2 ADVISOR & ARRANGER TO THE ISSUE

6th Floor, Continental Trade Center
Block 8, Clifton
Karachi
Phone: [021] 111-253-111
Fax: [021] 5867992
7.3 BANKERS TO THE ISSUE

Habib Bank Limited
Jahangir Siddiqui Investment Bank Limited
KASB Bank Limited
Metropolitan Bank Limited
Muslim Commercial Bank Limited
7.4 BANKERS TO THE COMPANY
Muslim Commercial Bank Limited
7.5 AUDITORS

6th Floor, Progressive Plaza
Beaumont Road,
Karachi 75530
Phone: (92-21) 5650007-11
Fax: (92-21) 5681965
7.6 LEGAL ADVISORS TO THE ISSUE
Mohsin Tayebaly & Co.

2nd Floor, Dime Centre
BC-4, Block 9
KDA Scheme 5
Clifton, Karachi
Phone: [021] 5872690
Fax: [021] 5870240
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PROSPECTUS
7.7 COMPUTER BALLOTER
THK Associates (Pvt.) Limited

Ground Floor Modern Motor House
Beaumont Road,
Karachi
Phone: [021] 568-9021
Fax: [021] 565-5595
7.8 MATERIAL CONTRACTS / DOCUMENTS
7.8.1 Underwriting Agreements
The Company has entered into the following underwriting agreements:
Names of Underwriter Date No. of Shares Amount (Rs.)

Aqeel Karim Dhedhi Securities (Pvt) Ltd. July 29, 2004 4,000,000 40,000,000
First Dawood Investment Bank July 29, 2004 3,500,000 35,000,000
Pak Oman Investment Co. (Pvt) Ltd. July 29, 2004 1,500,000 15,000,000
Crescent Leasing Corporation Ltd. July 29, 2004 500,000 5,000,000
Security Leasing Company Ltd. July 29, 2004 500,000 5,000,000
Total 10,000,000 100,000,000
7.8.2 Private Placement Agreements
The Company has entered into Private Placement agreements dated June 07, 2004 with all Pre-
IPO investors of the Company.
PRIVATE PLACEMENT
Sponsors/Promoters
1,300,000 13,000,000
Directors
Mr. Rehman Ghani 100,000 1,000,000
Mr. Inaam-ul-Haq 25,000 250,000
580,000 5,800,000
Institutions
2,200,000 22,000,000
Others
8,420,000 84,200,000
Sub Total 12,500,000 125,000,000
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PROSPECTUS
7.8.3 Agreement with Go Internet & Software Services (Pvt.) Limited
The Company has entered into an agreement with Go Internet & Software Services (Pvt.)
Limited on May 01, 2004 for the swapping of shares of Go Internet & Software services (Pvt.)
Limited of Rs. 75 million with the shares of AMZ Ventures Limited upto Rs. 75M (7,500,000
Class “B” Ordinary shares of Rs. 10/- each) in the proportion of shares held by shareholders of
Go Internet & Software Services (Pvt.) Limited.
7.8.4 Operation License dated June 24, 2004
The Company has obtained from the Commission a license dated June 24, 2004 to undertake
venture capital investments, in terms of Rule 5(2) of the Non-Banking Finance Companies
(Establishment and Regulation) Rules 2003 for a period of one year, from June 24, 2004 to June
23, 2005, subject to the conditions mentioned in Section 1.3 of this Prospectus.
7.9 INSPECTION OF DOCUMENTS AND CONTRACTS
Copies of the Memorandum and Articles of Association, the audited financial statements, the Auditor’s
Certificates, Information Memorandum, Feasibility Report and copies of agreements referred to in this
Prospectus may be inspected during usual business hours on any working day at the registered office of
the Company from the date of publication of this Prospectus until the closing of the subscription list.
7.10 LEGAL PROCEEDINGS
There are no claims and/or recovery suits pending against or by the Company.
7.11 VENDORS
The Company has no vendors in term of clause 12 of Part I of the Second Schedule of the Companies
Ordinance, 1984.
7.12 SUBSIDIARY COMPANIES
Go Internet & Software Services (Pvt.) Limited is a wholly owned subsidiary of the Company.
7.13 MEMORANDUM OF ASSOCIATION
The Memorandum of Association, inter alia, contains the objects for which the Company was
incorporated and the business, which the Company is, authorized to undertake. A copy of the
Memorandum of Association is annexed to this Prospectus and with every issue of the Prospectus except
the one that is released in newspapers as advertisement.
7.14 INVESTMENT IN ASSOCIATED COMPANIES UNDER SECTION 208 OF THE

COMPANIES ORDINANCE, 1984
AMZVL being a Venture Capital Company whose principal business is acquisition of equity stake in
venture projects is not subject to the requirements of Section 208, as per sub section 4 of Section 208 of
the Companies Ordinance, 1984.
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PROSPECTUS
7.15 REVALUATION OF ASSETS
The Company has not revalued any of its assets and no such provisions have been made in the accounts.
7.16 CAPITALIZATION
The Company has not capitalized any of its reserves.
7.17 FINANCIAL YEAR OF THE COMPANY
The financial year of the company is from July 01 to June 30.
7.18 AMORTIZATION OF DEFERRED COST
Deferred costs appearing in Balance Sheet of the company as at June 30, 2004, representing formation
expenses and will be amortized on a straight line basis over a period of 5 years from the date of
commencement of the operation of the company.
7.19 COMMENCEMENT OF BUSINESS
Company has obtained Certificate of Commencement of Business Certificate under section 146(2) of the
Companies Ordinance 1984, on July 15, 2004, from Securities & Exchange Commission of Pakistan.
The Company has started its operation since August 05, 2004.
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PROSPECTUS
PART VIII
8. APPLICATION AND ALLOTMENT INSTRUCTIONS
8.1 Name(s) and address (es) must be written in full, in block letters, in English and should not be
abbreviated. All applications must bear the signature(s) and address (es) corresponding with that
recorded with the bank in that account. In case of difference of signature with the bank and the
National Identity Card (“NIC”), both the signatures should be affixed on the application form.
8.2 APPLICATION MUST BE MADE ON THE COMPANY’S PRINTED FORM OR A LEGIBLE

PHOTOCOPY THEREOF.
8.3 The applicants opting for scrip less form of security are required to complete the relevant Section of
the application. In case of discrepancy between the information provided in the application form and
the information already held by CDS, the Company reserves the right to issue the share certificates
in the physical form.
8.4 An Attested copy of National Identity Card (“NIC”) should invariably be enclosed and the number
indicated against the name of applicant. Copy of the National Identity Card can be attested by any
Federal/Provincial Government gazetted officer, Councilor, Bank Manager, Oath Commissioner or
Head-Master of High School etc. Original National Identity Card, along with one attested
photocopy, must be produced for verification to the branch at the time of presenting an application.
The attested photocopy will, after verification, be retained by the bank branch along with the
application.
8.5 i) Application for shares must be made for 500 shares of Rs. 10 each or multiples of 500 shares only.
Applications, which are not in multiples of 500 shares shall be rejected. Applications of shares
below the value of Rs.5000/- shall not be entertained.
ii) Jumbo Certificates will be issued in accordance with the shares applied for to those successful
applicants who have opted for shares in the form of physical certificates..
iii) Fictitious and multiple (more than one) applications are prohibited and such application money
shall be liable to confiscation under Section 18-A of the Securities and Exchange Ordinance, 1969.
8.6 (i) Subscription money must be paid by cheque drawn on applicant’s own account.
(ii) All applications must bear the signature and address corresponding with that recorded with the
bank in the applicant’s account.
(iii) Only one application will be accepted against each account. In case of joint accounts, one
application may be accepted in the name of a person shown as minor in the records of the bank.
8.7 Copies of the Prospectus and application forms can be obtained from members of the Karachi Stock
Exchange (Guarantee) Limited, the Bankers to the Issue and their designated branches and the
Registered Office of the Company.
8.8 Remittance for the full amount of shares at Rs.10/- per share must be forwarded to any one of the
Bankers to the Issue named in the Prospectus. Payments should be in the form of cheques or drafts
drawn payable to any one of the Bankers of the Issue “A/C AMZ VENTURES LIMITED” and
crossed, “A/C Payee Only” and must be drawn on a bank in the same town as the bank to which the
application form has been sent.
8.9 Applications are not to be made by minors, persons of unsound mind or firms or trusts. Applications
made by companies and corporate bodies must be accompanied by a copy of their Memorandum and
Articles of Association or an equivalent instrument. Where applications are made by virtue of Power
of Attorney, the Power of Attorney or notarially certified copy must be lodged with the application.
Applications by foreign nationals and non-resident companies shall be accepted subject to existing
laws and provided the subscription amount is paid by means of a remittance through banking
channels or through other means permitted by the State Bank of Pakistan.
8.10 Joint applications from more than four persons will not be accepted. In case of joint applications
each party must sign the application form and submit copies of attested National Identity Cards. The
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PROSPECTUS
share certificates will be dispatched to the person whose name appears first on the application form
while in case of CDS, it will be credited to the respective CDS account and where any amount is
refundable, in whole or in part, the same will be refunded by cheque and by post, or through the
bank where the application was tendered, to the person named first on the application form, without
interest, profit or return.
8.11 Banks are not allowed to make application for shares of the total value of Rs. 5,000.- on account of
their constituents. Such applications will be made by the subscriber himself, complete in all respects
and shall be certified by the Bank Manager as provided in the application form. Share certificates in
respect of such applications shall be issued in the name of the applicant and sent to the postal
address stated in the application form or to the bank through which the application was tendered,
while in the case of CDS, it will be credited to the respective CDS account. These shall not be issued
in the name of Banker.
8.12 Applications for above 500 shares may be made by banks on behalf of their constituents but must
contain all the information in respect of each constituent on the application. All such applications
made by banks must also be certified by the Bank Manager concerned as provided in the application
form. Share certificates in respect of such applications will be made in the name of banks on account
of the constituent and the relevant share certificates and advice for refunds will be sent to the bank
concerned.
8.13 No receipt will be issued for payment made with the application but an acknowledgment will be
forwarded in due course either by issuance of share certificate in whole or in part or by return of the
money paid with the applications lodged with them. The bankers to the issue will issue provisional
acknowledgment for applications lodged with them. No interest or profit will be payable in respect
of the refunded amount.
8.14 It would be permissible for a bank to refund subscription money to unsuccessful applicants having
an account in that bank by crediting such account instead of remitting the same by cheque, pay order
or bank draft. Applicants should therefore, not fail to give their bank account numbers.
8.15 Transfer of shares to successful applicants shall be made in accordance with the instructions of the
Securities & Exchange Commission of Pakistan.
8.16 Applications will be subject to pre-ballot as well as post-ballot scrutiny. Applications which do not
meet with the above requirements or applications which are incomplete will be rejected.
Subscription money in respect of rejected applications shall not be refunded without the approval of
the Securities & Exchange Commission of Pakistan.
8.17 In case of application made by a banker or recognized Stock Exchange member, the banker or
member shall obtain the certificate from the applicant(s) in terms of paragraph 12 of the application
form and forward the same in original to the bank with the application.
8.18 Making of any false statement in the application or willfully embodying incorrect information
therein will make the applicant or the bank liable to legal action.
8.19 The basis and conditions of allotment to the general public and employees of the group companies
of AMZVL shall be as follows:
(a) Application for shares below the total value of Rs. 5,000/- shall not be entertained.
(b) The minimum amount of application for subscription of shares is Rs. 5,000/-, and
(c) Fictitious and multiple (more than one) applications are prohibited and such application
money shall be liable to confiscation under Section 18-A of the Securities and Exchange
Ordinance, 1969.
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(e) If the shares to be issued to the general public and the employees of the Company are sufficient
for the purpose, all applications shall be accommodated.
(f) If the offer is oversubscribed in terms of number of applications and amount, the shares will be
allotted by computer balloting in the presence of representative (s) of KSE in the following manner:
(i).If all applications for 500 shares can be accommodated, then all such applications shall be
accommodated first. If all applications for 500 shares cannot be accommodated then balloting
will be conducted among applications for 500 shares only.
(ii).If all applications for 500 shares have been accommodated and shares are still available for
allotment, then all applications for 1,000 shares shall be accommodated. If all applications for
1,000 shares cannot be accommodated then balloting will be conducted among applications for
1,000 shares only.
(iii).If all applications for 500 shares and 1,000 shares have been accommodated and shares are still
available for allotment, then all applications for 1,500 shares shall be accommodated. If all
applications for 1,500 shares cannot be accommodated then balloting will be conducted among
applications for 1,500 shares only.
(iv).If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and
shares are still available for allotment, then all applications for 2,000 shares shall be
accommodated. If all applications for 2,000 shares cannot be accommodated then balloting will
be conducted among applications for 2,000 shares only.
(v).After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted
in the following manner:
(a) If the remaining shares are sufficient to accommodate each application for over 2,000
shares, then 2,000 shares shall be allotted to each applicant and the remaining shares shall
be allotted on prorate basis.
(b) If the remaining shares are not sufficient to accommodate all the remaining applications for
at least 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares to the
successful applicants.
(g) If the offer is over subscribed in terms of amount only, then the allotment of shares shall be made on
the following basis:
I. First preference will be given to the applicants who applied for 500 shares;
II. Next preference will be given to the applicants who applied for 1,000 shares;
III. Next preference will be given to the applicants who applied for 1,500 shares; and then;
IV. Next preference will be given to the applicants who applied for 2,000 shares;
After allotment of the above, the balance shares, if any, shall be allotted on a prorate basis to the
applicants who applied for more than 2,000 shares.
(i) Allotment of shares will be subject to scrutiny of applications for subscription of shares.
(j) Applications, which do not meet with the above requirements, or applications, which are
incomplete, will be rejected.
8.20 The Company will dispatch share certificates to successful applicants though their bankers to the
offer or credit to the respective CDS accounts to the successful applicants based on the option
exercised by the applicant within thirty (30) days of allotment.
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8.21 BANKERS TO THE ISSUE
Code No. Banks

01 First Dawood Investment Bank Limited
02 Habib Bank Limited
03 Jahangir Siddiqui Investment Bank Limited
04 KASB Bank Limited
05 Metropolitan Bank Limited
06 Muslim Commercial Bank Limited
8.22 CODE OF OCCUPATION

01 BUSINESS 02 BUSINESS EXECUTIVE
03 SERVICE 04 HOUSEWIFE
05 HOUSEHOLD 06 PROFESSIONAL
07 STUDENT 08 AGRICULTURIST
09 INDUSTRIALIST 10 OTHERS
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PROSPECTUS
PART IX
9. SIGNATORIES TO THE PROSPECTUS
1. Mr. Naseem S. Mirza Sd/-
2. Mr. Athar Naseem Shaikh Sd/-
3. Mr. Inaamul Haque Sd/-
4. Mr. Farook Khan Sd/-
5. Mr. Yacoob S. Tabani Sd/-
6. Mr. Gohar Sharif Butt Sd/-
7. Mr. Rehman Ghani Sd/-
Dated: October 06, 2004
Place: Karachi.
Witness: Muhammad Shahid Jamal

Company Secretary
Address: 19th Floor, Tower-B, Saima Trade Tower,

I.I.Chundrigar Road,
Karachi.
NIC No: 42101-1553872-1
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PART X
10. MEMORANDUM OF ASSOCIATION
THE COMPANIES ORDINANCE, 1984
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
AMZ VENTURES LIMITED
I. The name of the Company is "AMZ VENTURES LIMITED".
II. The Registered Office of the Company will be situated in the Province of Sindh, Pakistan.
III. The objects for which the Company is established, are all or any of the following:
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.
2. To invest the capital and other monies of the company in the purchase or upon the security of
shares, stocks, debentures, debenture stock, bonds, mortgages, obligations and securities of any
kind issued or guaranteed by any company, corporation, firm or any other person or concern of
whatsoever nature and carrying on whatsoever business and shares, stocks, debentures, bonds,
mortgages, obligations and securities issued or guaranteed by Government, Central or
Provincial, Commissioners, Municipal, Local or other authority or body of whatsoever nature,
whether in Pakistan or abroad.
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.
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PROSPECTUS
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.
9. To purchase receivables, book debts of companies, corporations and others.
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.
11. To conduct and carry on business as economic and financial consultants.
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.
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
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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.
18. To initiate, sponsor, float, organize, manage, administer and operate companies, Modaraba
companies, Modaraba funds and Modarabas of all types and descriptions, mutual funds, venture
capital funds, unit trusts and other similar concerns either in syndicates or otherwise subject to
obtaining the requisite permission, if any, as per Section 4 of the Modaraba Companies and
Modarabas (Floatation and Control) Ordinance, 1980 and Venture Capital Companies and
Ventures Capital Funds Rules for the time being in force.
19. To amalgamate, merge, absorb, acquire or take over any company, Modaraba company,
Modaraba fund, Modaraba mutual fund, venture capital fund, unit trust, other company in
accordance with the provisions of law and after obtaining the requisite approval, if any.
20. To acquire and hold either in the name of any company, corporation, firm or any other person or
concern, or in that of any nominee investments in , stock, musharaka certificates, modaraba
certificates, participation term certificates, unit trust certificates, mutual fund certificates,
debentures, debentures stock, bonds, obligations and securities issued or guaranteed by any
company, Government, sovereign ruler, commissioners, public body or authority, supreme,
municipal, local or otherwise whether in Pakistan or elsewhere and to vary such investments.
21. To assist, cooperate, collaborate or participate under any financial management, joint venture or
other arrangement with any company, Modaraba company, Modaraba fund, Modaraba, mutual
fund, venture capital fund, unit trust, or any other similar concern either under the management
of this Company or of any other concern or company providing such arrangement would not
involve the element of riba in any form whatsoever and further providing that none of these
enterprises are or would be engaged in or the funds thereof invested in any venture the activities
of which are contrary to the injunctions of Islam.
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 studies, consultation, project implementation, market development,
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PROSPECTUS
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 semi-autonomous 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, materials, substances, articles and things whether finished, semi-
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PROSPECTUS
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;
39. To enter into and execute agreements, contracts, deeds, conveyances, mortgages and charges
with any natural or juristic person for the furtherance of the business of the Company;
40. To issue shares of more than one kind so that each of such kind may have different classes of
shares.
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;
45. To obtain finance (as defined in the Financial Institutions (Recovery of Finances) Ordinance,
2001), issue (convertible or otherwise) bonds, instruments of redeemable capital, debt
instruments, capital market installments, promissory notes and other securities and instruments
and to charge all or any part of the assets of the Company as security for the repayment of any
amount so raised or obtained and for the payment of all financial costs, interests, charges, mark-
up, fees and costs in relation thereto;
46. To enter into partnership or arrangement for sharing profits, joint venture, reciprocal
concession, or otherwise with any person or company;
47. To advance money or to guarantee performance of contracts (inclusive of guaranteeing

obligations of third parties);
48. To join or become members of any association, company or society formed or to be formed for
the protection or advancement of the interests of employers or investors or others engaged in
any trade or business and to subscribe to or subsidize any such association, company or society;
49. To enter into any arrangement or agreement with any Government or Authority, Federal,
Provincial, Municipal, Local or otherwise that may seem conducive to the Company's business
or object;
50. To obtain from any Government or Authority any rights, privileges and concessions which the
Company may think desirable to obtain and carry out, exercise, and comply with any such
arrangements, agreements, rights, privileges and concessions, and to apply for and obtain
licenses, provisional orders, special Acts or other statutory or legislative authority;
51. To purchase or otherwise acquire any patents, brevets, inventions, trade marks, licenses,
concessions and the like conferring any exclusive or non-exclusive or limited right to use any
invention which may seem capable of being used for any of the purposes of the Company or the
acquisition of which may seem calculated directly or indirectly to benefit the Company, and to
use, exercise, develop or grant licenses in respect of or otherwise turn to account, the property
and right so acquire;
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PROSPECTUS
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;
53. To issue all or any part of the original or enhanced share capital of the Company at par or at a
premium or discount subject to any permission required by law;
54. To borrow moneys in such manner as the Company shall think fit and in particular by the issue
of such securities, bonds and instruments payable to bearer or otherwise, and either permanent
or redeemable or repayable or convertible into and collaterally to secure the repayment of any
such borrowed moneys or any such securities or instruments of the Company by means of a
trust deed or otherwise;
55. To make advances upon the security of any property, rights or benefits, acquired by the
Company and upon the security of land, buildings and hereditaments or any interest or estate
therein in any part of the world and upon any other assets, real or personal, or upon personal
security, but not to act as an investment company;
56. To invest surplus moneys of the Company not immediately required, upon such securities and in
such manner as may from time to time be determined;
57. To subscribe or guarantee money for any purpose which may be considered likely, directly or
indirectly, to further the objects of the Company or for any national, charitable, benevolent,
public, general or useful object or for any exhibition;
58. To open, maintain and operate bank accounts and make, draw, endorse, accept, discount,
execute, issue and negotiable bills of exchange, promissory notes, cheques or any other
negotiable or transferable instruments;
59. To give any indemnity, guarantee or security or enter into any bond and without restricting the
generality of the foregoing, to indemnify any person or company and guarantee or otherwise
become liable for the performance by any person or company of any obligation, contract or
undertaking as may be required in connection with the business of the Company;
60. To take out any insurances that the Company deems necessary or appropriate and to pay the
premiums therefore;
61. To accept a gift or gifts of any movable or immovable property of whatsoever kind or
wheresoever situated from any person, company or corporation;
62. To institute and defend in any forum legal proceedings of every kind or description whatsoever,
enter into arbitration agreements and refer disputes to arbitration, pay, satisfy or receive
payments in respect thereof, or compound or compromise any claim, demand, action, suit or
proceeding of any nature whatsoever made or brought by or against the Company;
63. To remunerate any person or company for services rendered in placing or assisting to place or in
guaranteeing any of the in the Company's capital or any debentures or other securities of the
Company, if permissible under the applicable law;
64. To employ experts to investigate into or examine the conditions, prospects, value, character and
circumstances of any business, concerns and undertakings and generally of any assets, property
or rights;
65. To employ or engage persons in or about the business of the Company and to indenture,
contract or otherwise engage workmen, skilled and unskilled;
66. To grant pensions, allowances, gratuities and bonuses to the persons employed by or trading
with the Company and to aid in the establishment, support and subscribe to any association, or
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institutions, calculated to benefit persons employed by the Company or having dealings with the
Company;
67. To pay out or reimburse out of the funds of the Company all expenses which the Company may
lawfully pay, incidental to the promotion, formation and registration of the Company and
advertising of or raising money for the Company by , debentures, bonds or other securities and
the issue of its capital, including brokerage and commission for obtaining applications for or
taking, placing or underwriting , debentures, bonds or other securities, subject to such
permission as required under the law;
68. To employ contractors, managers, consultants and other skilled persons for the Company;
69. To constitute and regulate separate branches or departments of the Company's business and to
appropriate thereto respectively any of the assets of the Company and any of the capital issued
or to be issued of the Company and from time to time to vary the constitution or regulations of
any such branches or departments or any such appropriations and if thought fit to amalgamate
all or any of the said branches or departments;
70. To procure the Company to be registered or recognized in any country or place outside Pakistan
and to keep Branch Registers;
71. To do all or any of the above things in any part of the world as principals, agents, contractors,
sub-contractors, trustees or otherwise and by or through trustees, agents, subsidiary company or
otherwise and either alone or in conjunction with others;
72. To undertake such business in the service sector as may from time to time be permitted by the
Government of Pakistan including wholesale, distribution and retail trade; transportation,
storage and communications, infrastructure projects including development of industrial zones;
telecommunications, super markets/shopping malls, urban development, (development of new
communities); hotels and tourism or tourism related services; technical testing facilities; audio-
visual services; sporting and other recreation services; rental services relating to transport
equipment and machinery; equipment and tools for land machinery, equipment for agricultural
purpose; environmental services;
73. To act as the holding company in respect of, direct and indirect, subsidiaries of the Company
that are engaged in the businesses and/or, promotion of objects set forth herein (it being
understood and clarified that this clause shall not in any manner limit or curtail the ability of the
Company to invest in subsidiaries or other entities that may otherwise be in the interest of the
Company);
74. To do all such other things as are incidental or conducive to the above objects of the Company,
but shall not engage in banking business or business of an investment company, leasing,
managing agency or insurance or any unlawful business;
75. Notwithstanding anything stated in any of the above clause, the company shall obtain such other
approval or licence from the competent authority, as may be required under any law for the time
being inforce, to undertake a particular business.
76. The company shall not engage in banking business or any investment company or any unlawful
business and that nothing in object clauses shall be construed to entitle it to engage in such
business or undertake business of banking company, investment leasing, insurance business
directly or indirectly.
Declaration: It is hereby declared that:
(a) the word "company" in this clause except where used in reference to this Company, shall be
deemed to include any partnership or other body of persons, whether corporate or
unincorporate, and whether domiciled in Pakistan or elsewhere;
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(b) the objects specified in each of the paragraph of this clause shall be regarded as independent
objects, and accordingly shall in no way be limited or restricted (except where otherwise
expressed in such paragraphs) by reference to or inference from the terms of any `other
paragraph or the name of the Company, but may be carried out in as full and ample a manner
and construed in as wide a sense as if each of the said paragraphs defined the objects of a
separate and distinct company;
(c) notwithstanding anything contained in the foregoing object clauses of this Memorandum of
Association, nothing herein shall be construed as empowering the Company to undertake or
indulge in the business of banking, finance, investment or insurance, directly or indirectly, as
restricted under law or any unlawful operations.
IV. The liability of the members is limited.
V. The Authorized Capital of the Company is Rs. 350,000,000 (Rupees Three Hundred and Fifty
Million only) divided initially into 7,500,000 (Seven Million Five Hundred Thousand) Class B
Shares (Management Shares) of the face value of Rs. 10/- (Rupees Ten) each and 27,500,000
(Twenty Seven Million and Five Hundred Thousand only) Ordinary Shares of the face value of
Rs. 10/- (Rupees Ten) each , with power to increase or reduce the capital and to consolidate or
sub-divide the and issue of different kinds or classes therein of higher or lower denominations
and to vary, modify or abrogate any such rights or conditions in such manner as may for the
time being be provided by the Company in such manner as may be authorised by the regulations
of the Company and subject to applicable laws.
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PART XI
11. APPLICATION FORM
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PROSPECTUS
APPLICATION AND ALLOTMENT INSTRUCTIONS
1. Name(s) and address (es) must be written in full, in block letters, in English and should not be abbreviated. All applications must bear the signature(s) and address (es) corresponding with that recorded with
the bank in that account. In case of difference of signature with the bank and the National Identity Card (“NIC”), both the signatures should be affixed on the application form.
2. APPLICATION MUST BE MADE ON THE COMPANY’S PRINTED FORM OR A LEGIBLE PHOTOCOPY THEREOF.
3. The applicants opting for scrip less form of security are required to complete the relevant Section of the application. In case of discrepancy between the information provided in the application form and the
information already held by CDS, the Company reserves the right to issue the share certificates in the physical form.
4. An Attested copy of National Identity Card (“NIC”) should invariably be enclosed and the number indicated against the name of applicant, except in case of the applications filed by the Investment
Corporation of Pakistan on behalf of its account holders/investors. Copy of the National Identity Card can be attested by any Federal/Provincial Government gazetted officer, Councilor, Bank Manager, Oath
Commissioner or Head-Master of High School etc. Original National Identity Card, along with one attested photocopy, must be produced for verification to the branch at the time of presenting an application.
The attested photocopy will, after verification, be retained by the bank branch along with the application.
5.i) Application for shares must be made for 500 or in multiples of 500 shares only. Applications, which are not in multiples of 500 shares, shall be rejected. Application of shares below the value of Rs.5000/-
shall not be entertained.
ii) Jumbo Certificates will be issued in accordance with the shares applied to those successful applicants who have opted for share in the form of physical certificates..
iii) Fictitious and multiple (more than one) applications are prohibited and such application money shall be liable to confiscation under Section 18-A of the Securities and Exchange Ordinance, 1969.
6.i) Subscription money must be paid by cheque drawn on applicant’s own account.
ii) All applications must bear the signature and address corresponding with that recorded with the bank in the applicant’s account.
iii) Only one application will be accepted against each account. In case of joint accounts, one application may be accepted in the name of a person shown as minor in the records of the bank.
7. Copies of the Prospectus and application forms can be obtained from members of the Karachi Stock Exchange (Guarantee) Limited, the Bankers to the Issue and their designated branches and the Registered
Office of the Company.
8. Remittance for the full amount of shares at Rs.10/- per share must be forwarded to any one of the Bankers to the Issue named in the Prospectus. Payments should be in the form of cheques or drafts drawn
payable to any one of the Bankers of the Issue “A/C AMZ VENTURES LIMITED” and crossed, “A/C Payee Only” and must be drawn on a bank in the same town as the bank to which the application form has
been sent.
9. Applications are not to be made by minors, persons of unsound mind or firms or trusts. Applications made by companies and corporate bodies must be accompanied by a copy of their Memorandum and
Articles of Association or an equivalent instrument. Where applications are made by virtue of Power of Attorney, the Power of Attorney or notarially certified copy must be lodged with the application.
Applications by foreign nationals and non-resident companies shall be accepted subject to existing laws and provided the subscription amount is paid by means of a remittance through banking channels or
through other means permitted by the State Bank of Pakistan.
10. Joint applications from more than four persons will not be accepted. In case of joint applications each party must sign the application form and submit copies of attested National Identity Cards. The share
certificates will be dispatched to the person whose name appears first on the application form while in case of CDS, it will be credited to the respective CDS account and where any amount is refundable, in
whole or in part, the same will be refunded by cheque and by post, or through the bank where the application was tendered, to the person named first on the application form, without interest, profit or return.
11. Banks are not allowed to make application for 500 shares on account of their constituents. Such applications will be made by the subscriber himself, complete in all respects and shall be certified by the Bank
Manager as provided in the application form. Share certificates in respect of such applications shall be issued in the name of the applicant and sent to the postal address stated in the application form or to the
bank through which the application was tendered, while in the case of CDS, it will be credited to the respective CDS account. These shall not be issued in the name of Banker.
12. Applications for above 500 shares may be made by banks on behalf of their constituents but must contain all the information in respect of each constituent on the application. All such applications made by
banks must also be certified by the Bank Manager concerned as provided in the application form. Share certificates in respect of such applications will be made in the name of banks on account of the constituent
and the relevant share certificates and advice for refunds will be sent to the bank concerned.
13. No receipt will be issued for payment made with the application but an acknowledgment will be forwarded in due course either by issuance of share certificate in whole or in part or by return of the money
paid with the applications lodged with them. The bankers to the issue will issue provisional acknowledgment for applications lodged with them. No interest or profit will be payable in respect of the refunded
amount.
14. It would be permissible for a bank to refund subscription money to unsuccessful applicants having an account in that bank by crediting such account instead of remitting the same by cheque, pay order or
bank draft. Applicants should therefore, not fail to give their bank account numbers.
15. Transfer of shares to successful applicants shall be made in accordance with the instructions of the Securities & Exchange Commission of Pakistan.
16. Applications will be subject to pre-ballot as well as post-ballot scrutiny. Applications which do not meet with the above requirements or applications which are incomplete will be rejected. Subscription
money in respect of rejected applications shall not be refunded without the approval of the Securities & Exchange Commission of Pakistan.
17. In case of application made by a banker or recognized Stock Exchange member, the banker or member shall obtain the certificate from the applicant(s) in terms of paragraph 12 of the application form and
forward the same in original to the bank with the application.
18. Making of any false statement in the application or willfully embodying incorrect information therein will make the applicant or the bank liable to legal action.
19. The basis and conditions of allotment:
(a) Application for shares below the total value of Rs. 5,000/- shall not be entertained.
(b) The minimum amount of application for subscription of shares is Rs. 5,000/-
(c) Fictitious and multiple (more than one) applications are prohibited and such application money shall be liable to confiscation under Section 18-A of the Securities and Exchange Ordinance, 1969.
(e) If the shares to be issued to the general public and the employees of the Company are sufficient for the purpose, all applications shall be accommodated.
(f) If the offer is oversubscribed in terms of number of applications and amount, the shares will be allotted by computer balloting in the presence of representative (s) of KSE in the following manner:
I. If all applications for 500 shares can be accommodated, then all such applications shall be accommodated first. If all applications for 500 shares cannot be accommodated then balloting will be
conducted among applications for 500 shares only.
II. If all applications for 500 shares have been accommodated and shares are still available for allotment, then all applications for 1,000 shares shall be accommodated. If all applications for 1,000 shares
cannot be accommodated then balloting will be conducted among applications for 1,000 shares only.
III. If all applications for 500 shares and 1,000 shares have been accommodated and shares are still available for allotment, then all applications for 1,500 shares shall be accommodated. If all applications
for 1,500 shares cannot be accommodated then balloting will be conducted among applications for 1,500 shares only.
IV. If all applications for 500 shares, 1,000 shares and 1,500 shares have been accommodated and shares are still available for allotment, then all applications for 2,000 shares shall be accommodated. If all
applications for 2,000 shares cannot be accommodated then balloting will be conducted among applications for 2,000 shares only.
V. After the allotment in the above mentioned manner, the balance shares, if any, shall be allotted in the following manner:
VI. If the remaining shares are sufficient to accommodate each application for over 2,000 shares, then 2,000 shares shall be allotted to each applicant and the remaining shares shall be allotted on prorate
basis.
VII. If the remaining shares are not sufficient to accommodate all the remaining applications for at least 2,000 shares, then balloting shall be conducted for allocation of 2,000 shares to the successful
applicants.
(g) If the offer is over subscribed in terms of amount only, then the allotment of shares shall be made on the following basis:
I. First preference will be given to the applicants who applied for 500 shares;
II. Next preference will be given to the applicants who applied for 1,000 shares;
III. Next preference will be given to the applicants who applied for 1,500 shares; and then;
IV. Next preference will be given to the applicants who applied for 2,000 shares;
After allotment of the above, the balance shares, if any, shall be allotted on a prorate basis to the applicants who applied for more than 2,000 shares.
(h) In case of under subscription of the offer under preferential allocation to employees of the Company, the under-subscribed shares will be offered to general public if the public offer is oversubscribed.
(i) Allotment of shares will be subject to scrutiny of applications for subscription of shares.
(j) Applications, which do not meet with the above requirements, or applications, which are incomplete, will be rejected.
20. The Company will dispatch share certificates to successful applicants though their bankers to the offer or credit to the respective CDS accounts to the successful applicants based on the option exercised by
the applicant within thirty (30) days of allotment.
21. CODE OF OCCUPATION
01 BUSINESS 02 BUSINESS EXECUTIVE

03 SERVICE 04 HOUSEWIFE
05 HOUSEHOLD 06 PROFESSIONAL
07 STUDENT 08 AGRICULTURIST
09 INDUSTRIALIST 10 OTHERS
22. BANKERS TO THE ISSUE
Code No. Banks
01 First Dawood Investment Bank Limited

02 Habib Bank Limited
03 Jahangir Siddiqui Investment Bank Limited
04 KASB Bank Limited
05 Metropolitan Bank Limited
06 Muslim Commercial Bank Limited
- 62 -

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AMZVL Prospectus

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THE INVESTORS ARE ADVISED IN THEIR OWN INTERESTS

TO CAREFULLY READ THE CONTENTS OF THE PROSPECTUS

Lead Manager to the Issue

Aqeel Karim Dhedhi Securities (Pvt.) Limited

I. APPROVAL AND LISTING ON THE STOCK EXCHANGE......................2

1.2 CLEARANCE OF THE PROSPECTUS BY THE KARACHI STOCK EXCHANGE

1.3 LICENSE TO CARRY ON THE BUSINESS OF A VENTURE CAPITAL COMPANY

1.4 APPROVAL / RELAXATIONS FROM THE COMMISSION

1.6 LISTING ON THE KARACHI STOCK EXCHANGE

Class “B” shares Issued, Subscribed and Paid-up

Sub Total 7,500,000 75,000,000

Class “A” shares Issued, Subscribed and Paid-up

Sub Total 12,500,000 125,000,000

Grand Total 30,000,000 300,000,000

(i) A return on equity of 20% or more; or

2) Shares issued for consideration other than cash

3) Go Internet & Software Services (Private) Limited-Revaluation of Fixed Assets

4) Approval from the State Bank of Pakistan

5) Restriction on Disinvestment of Shares by the Sponsors, Promoters and Directors

2.2 OPENING AND CLOSING OF THE SUBSCRIPTION LIST

THE SUBSCRIPTION LIST WILL INSHALLAH OPEN AT THE COMMENCEMENT OF

2.3 INVESTOR ELIGIBILITY

2.4 MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES

2.5 REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

2.6 MINIMUM SUBSCRIPTION FOR ALLOTMENT

2.7 ISSUE AND DISPATCH OF SHARE CERTIFICATES

2.8 TRANSFER OF SHARES

Transfer under book entry system:

2.9 SHARES ISSUED DURING PRECEDING YEARS

2.10 PRINCIPAL PURPOSE FOR THE USE OF SUBSCRIPTION MONEY

2.11 INTEREST OF SHAREHOLDERS

Underwriters of the Issue interested in the Underwriting Commission

2.12 DIVIDEND POLICY

2.13 ELIGIBILITY FOR DIVIDEND

2.14 DEDUCTION OF ZAKAT

2.15 WITHHOLDING TAX ON DIVIDENDS

2.16 EXEMPTION FROM CAPITAL GAINS

2.17 CAPITAL VALUE TAX

2.18 DEFERRED TAXATION

Names of Underwriter No. of Shares Amount (Rs.)

3.2 BUY-BACK/REPURCHASE AGREEMENT

THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY-BACK/RE-PURCHASE

3.3 UNDERWRITING COMMISSION

3.4 COMMISSION TO THE BANKERS TO THE ISSUE

3.6 EXPENSES OF THE ISSUE

Expense Category Rate Amount (Rs.)

Expense Related to Public Issue

4.1 THE COMPANY

• Finance rapidly growing companies;

4.2 THE BUSINESS CONCEPT

4.3 TRANSACTION BACKGROUND

• Athar Haneef Naseem Shaikh

4.4 TRANSACTION STRUCTURE

The structure provides for issuance of two classes of shares:

AMZ Ventures Equity

Investment for acquisitions Equity

MT Co. MT Co. MT Co. MT Co.

4.5 PROMOTERS PROFILE

- AMZ Securities (Pvt) Ltd.

A brief on each of the group companies is provided below:

The company also operates an online trading system called AMZTRADE.COM.

AMZ Technologies (“AMZT”), is a telecommunications consulting and network Integration Company.

4.6 MEDICAL TRANSCRIPTION BACKGROUND

• The need to maintain basic hospital data;

substantially enhance its medical transcription facilities in Pakistan;

Business Intelligence for Finance & Healthcare industry

Initial Information Exchange from possible acquisition target