fert ar 2015 aw
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8/15/2019 Fert AR 2015 AW
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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