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111-211-211 engrofertilizers.com

 Annual Report 2015

fields of

connection

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about the cover

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© 2016, Engro

 All Rights Reserved. No part of this publication may be reproduced

without the prior written permission of the publisher.

contents

Company Information 06

Notice of the meeting 07

Engro Fertilizers at a Glance 12

Our History 14

Our Milestones 16

Our Core Values 18

Company Information

Board of Directors 22

Directors’ Profiles 24

Board Committees 28

Functional Committees 29

Our Governance Framework 30

Statement of Compliance with

the Code of Corporate Governance 31

Corporate Governance

Standalone Financials 74

Consolidated Financials 136

Proxy Form

Electronic Transmission Consent Form

 Video Confere ncing Facility Form

Financial Statements

Directors’ Report

CEO’s Message 36

Key Numbers 38

Business Review 40

Horizontal and Vertical Analyses 46

Summary 52

Financial Ratios 53

Statement of Value Addition and Distribution 57

Key Shareholding and Share Traded 58

Shareholder Information 62

Pattern of Shareholding 63 Category of Shareholding 66

 Awards and Achievements 68

Our Brands 70

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fields of growth

Company Information

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Board of Directors

Khalid Siraj Subhani

Ruhail Mohammed

 Abdul Samad Dawood

Inamullah Naveed Khan

Javed Akbar 

Naz Khan

Shabbir Hashmi

Shahid Hamid Pracha

Company Secretary

Faiz Chapra

Bankers

 Allied Bank Limited

 Askari Bank Limited

Bank Alfalah Limited

Bank Al Habib Limited

Bank Islami Pakistan Limited

 The Bank of Punjab

Burj Bank Limited

Citi Bank .N.A.

Dubai Islamic Bank (Pakistan) Limited

Faysal Bank Limited

Habib Bank Limited

Habib Metropolitan Bank Limited

JS Bank Limited

MCB Bank Limited

Meezan Bank Limited

National Bank of Pakistan

Samba Bank Limited

Silk Bank Limited

Soneri Bank Limited

Standard Chartered Bank (Pakistan) Limited

Summit Bank Limited

United Bank Limited

 Auditors

 A.F. Ferguson & Company

Chartered Accountants

State Life Building No. 1-C

I.I. Chundrigar Road

Karachi-74000, Pakistan

 Tel: +92(21) 32426682-6 / 32426711-5

Fax +92(21) 32415007 / 32427938

Cost Auditors

J.A.S.B. & Associates

Chartered Accountants

No. 4 Uni Tower 

I.I. Chundrigar Road

Karachi-74000, Pakistan

 Tel: +92(21)32468154-5 / 32468158

Fax +92(21) 32468157

Registered Office

7th Floor, The Harbor Front Building,

HC # 3, Marine Drive, Block 4, Clifton,

Karachi-75600, Pakistan

 Tel: +92(21) 35297501 – 35297510 Fax:+92(21) 35810669

Website: www.engrofertilizers.com

 Compa ny Fo li o/CDS Tot al P ri nc ipa lShareholder  JointShareho lder 

  N am e A cc ou nt No . S ha re s

  N am e & S ha re ho ld in g N am e & S ha re ho ld in g

  C NIC No. P roport ion C NIC No. Proportion

  No.ofShares No.ofShares

engro fertilizers|06  Annual Report 2015 |  07

company information

NOTICE IS HEREBY GIVEN that the Seventh Annual General Meeting of Engro

Fertilizers Limited will be held at Marriott Hotel, Abdullah Haroon Road, Karachi on

Monday, March 28, 2016 at 10 a.m. to transact the following business:

notice of the meeting

 A. Ordinary Business:

(1) To receive and consider the Audited Accounts for the

year ended December 31, 2015 and the Directors' and  Auditors' Reports thereon.

(2) To declare a final dividend at the rate of PKR 3.00 (30%)

for the year ended December 31, 2015

(3) To appoint Auditors and fix their remuneration.

(4) To elect 08 directors in accordance with the Companies

Ordinance, 1984. The retiring Directors are M/s Syed

Khalid Siraj Subhani, Ruhail Mohammed, Javed Akbar,

 Abdul Samad Dawood, Shabbir Hashmi, Naz Khan,

Inamullah Naveed Khan and Shahid Hamid Pracha.

B. Special Business:

(5) To consider, and if thought fit, to pass the following

resolution as Special Resolution:

  RESOLVED THAT the consent of the Company in

General Meeting be and is hereby accorded to

lend/provide to Engro Corporation Limited, a short

term loan / financing facility of up to PKR 6 billion. The

facility will initially be for a period of one year, but

renewal of the same for four further periods of one

year each be and is also hereby approved.

(6) To consider, and if thought fit, to pass the following

resolution as a Special Resolution:

  RESOLVED that the Articles of Association of the Company

be amended by adding a new Article 54A as follows:

  The provisions and requirements for e-voting as prescribed by the SECP from time to time shall be

deemed to be incorporated in these Articles, irrespective

of the other provisions of these Articles of Association and

notwithstanding anything contradictory therein

N.B  (1) The Directors of the Company have fixed, under sub-section

(1) of Section 178 of the Companies Ordinance, 1984,

the number of elected directors of the Company at 08.

(2) The Share Transfer Books of the Company will be

closed from Tuesday, March 15, 2016 to Monday,

March 28, 2016 (both days inclusive). Transfers received

in order at the office of our Registrar, M/s. FAMCO  ASSOCIATES (PVT.) LTD, 8-F, next to Hotel Faran,

Nursery, Block 6, PECHS, Shahra-e-Faisal, Karachi

[PABX Nos. (92-21) 34380101-5] and email info.shares@-

famco.com.pk by the close of business (5:00 p.m) on

Monday, March 14, 2016 will be treated to have been in

time for the purposes of payment of final dividend to the

transferees and to attend and vote at the meeting.

(3) A member entitled to attend and vote at this Meeting

shall be entitled to appoint another person, as his/her

proxy to attend, speak and vote instead of him/her,

and a proxy so appointed shall have such rights, as

respects attending,speaking and voting at the

Meeting as are available to a member. Proxies, in

order to be effective, must be received by the

Company not less than 48 hours before the Meeting.  A proxy need not be a member of the Company.

(4) Submission of Copy of CNIC/NTN Details (Mandatory)

  Pursuant to the directives of the Securities and

Exchange Commission of Pakistan CNIC number of

individuals is mandatorily required to be mentioned on

dividend warrants and pursuant to the provisions of

Finance Act 2015, the rate of deduction of income tax

under section 150 of the Income Tax Ordinance 2001

from dividend payment have been revised as: for filers

of Income Tax return 12.5% and Non filer of Income

 Tax return 17.5%. In case of Joint account, each

holder is to be treated individually as either a filer or

non-filer and tax will be deducted on the basis of shareholding of each joint holder as may be notified by

the shareholder, in writing as follows, to our Share

Registrars, or if no notification, each joint holder shall

be assumed to have an equal number of shares.

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 The CNIC number/NTN details is now mandatory and is

required for checking the tax status as per the Active

 Taxpayers List (ATL) issued by Federal Board of Revenue

(FBR) from time to time.

Individuals including all joint holders holding physical share

certificates are therefore requested to submit a copy of their

valid CNIC to the company or its Registrar if not already

provided. For shareholders other than individuals, the checking will be done by matching the NTN number, therefore the

Corporate shareholders having CDC accounts are requested

in their own interest to provide a copy of NTN certificate to check

their names in the ATL before the book closure date to their

respective participants/CDC, whereas corporate shareholders

holding physical share certificates should send a copy of

their NTN certificate to the Company or its Share Registrar.

 The Shareholders while sending CNIC or NTN certificates, as

the case may be must quote their respective folio numbers.

In case of non-receipt of the copy of a valid CNIC, the Company

would be unable to comply with SRO 831(1)/2012 dated July

05 2012 of SECP and therefore will be constrained under SECP

Order dated July 06, 2015 under section 251(2) of the Companies

Ordinance, 1984 to withhold the dispatch of dividend warrants

of such shareholders. Further, all the shareholders are advised to immediately check their status on ATL and may, if