Annual Report 2019 Under the Title of “Directors’ Report to Members” And
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"//6"-3&1035 "//6"-3&1035 04 Categories of Shareholders 54 Statement of Compliance with the 05 Statement of Value Addition Code of Corporate Governance and its Distribution 58 Statement Under Section 46 (6) 06 Vision / Core Values of the Insurance Ordinance, 2000 08 Company Information 60 Independent Auditors’ Report to the Members on 10 Notice of the 59th Annual General Meeting Unconsolidated Financial Statements 15 Board of Directors 64 Unconsolidated Financial Statements 18 Management Team 128 Directors' Report on Consolidated 20 Chairman’s Review Financial Statements 21 Chairman’s Review (Urdu) 129 Independent Auditors’ Report to the Members on 22 Quality Policy Consolidated Financial Statements 23 Organizational Structure 134 Consolidated Financial Statements 24 Company Profile 236 Statement of Compliance with the Shariah 26 Corporate Social Responsibility Principles 28 Six Years at a Glance 237 Independent Reasonable Assurance Report 30 Financial Ratios 239 Shariah Advisor’s Report 38 Directors’ Report to the Members on 240 Independent Auditors' Report to the Members Unconsolidated Financial Statements on Window Takaful Operations 52 Directors’ Report to the Members on 242 Window Takaful Operations Unconsolidated Financial Statements (Urdu) Financial Statements 53 Independent Auditors' Review Report to the 283 Pattern of Shareholding Members on Statement of Compliance with 287 Proxy Form Best Practicies of Code of Corporate Governance 288 Proxy Form (Urdu) "//6"-3&1035 CATEGORIES OF SHAREHOLDERS Directors Chief Executive Officer Executives / Executives’ Spouses Associated Companies, Undertakings & Related Parties Banks, DFIs and NBFIs Insurance Companies Modaraba and Mutual Funds General Public Others CATEGORIES OF SHAREHOLDERS Number of Shares Stake % Directors 111,705 0.032 Chief Executive Officer 7,073 0.002 Executives / Executives' Spouses 104 - Associated Companies, Undertakings & Related Parties 70,964,050 20.275 Banks, DFIs and NBFIs 14,108,203 4.031 Insurance Companies 31,402,606 8.972 Modaraba and Mutual Funds 27,764,351 7.933 General Public 100,961,513 28.846 Others 104,680,395 29.909 350,000,000 100.000 "//6"-3&1035 STATEMENT OF VALUE ADDITION AND ITS DISTRIBUTION 2019 2018 WEALTH GENERATED (Rupees in '000') % (Rupees in '000') % Gross premium earned 22,860,092 20,151,264 Investment and all other income 1,586,343 1,465,284 24,446,435 21,616,548 Management and other expenses (19,857,008) (17,681,325) 4,589,427 100.00 3,935,223 100.00 WEALTH DISTRIBUTED To employees 1,797,252 39.16 1,636,314 41.58 To government 720,019 15.69 934,500 23.75 2,517,271 54.85 2,570,814 65.33 To share holders Cash dividend 875,000 19.07 700,000 17.79 Retained in business Depreciation and amortization 251,313 5.48 149,215 3.79 Retained profit / (Loss) 945,843 20.61 515,194 13.09 1,197,156 26.09 664,409 16.88 4,589,427 100.00 3,935,223 100.00 2019 2018 13% 21% 4% 41% 39% 5% 18% 19% 16% 24% To employees To Government Cash Dividend Depreciation / amortization To employees To Government Retained Profit / (Loss) Cash Dividend Depreciation / amortization Retained Profit / (Loss) "//6"-3&1035 "//6"-3&1035 "//6"-3&1035 COMPANY INFORMATION BOARD OF DIRECTORS Umer Mansha Chairman Ibrahim Shamsi Director Imran Maqbool Director Muhammad Anees Director Mohammad Arif Hameed Director Sadia Younas Mansha Director Shaikh Muhammad Jawed Director Muhammad Ali Zeb Managing Director & Chief Executive Officer ADVISOR Mian Muhammad Mansha AUDIT COMMITTEE Muhammad Anees Chairman Ibrahim Shamsi Member Shaikh Muhammad Jawed Member Umer Mansha Member ETHICS, HUMAN RESOURCE AND REMUNERATION COMMITTEE Muhammad Anees Chairman Ibrahim Shamsi Member Muhammad Ali Zeb Member Umer Mansha Member INVESTMENT COMMITTEE Umer Mansha Chairman Imran Maqbool Member Muhammad Ali Zeb Member Muhammad Asim Nagi Member COMPANY SECRETARY Tameez ul Haque, F.C.A CHIEF FINANCIAL OFFICER Muhammad Asim Nagi, F.C.A "//6"-3&1035 EXECUTIVE MANAGEMNT TEAM BANKERS Muhammad Ali Zeb Askari Bank Limited Muhammad Asim Nagi Abu Dhabi Commercial Bank, UAE Adnan Ahmad Chaudhry Allied Bank Limited Asif Jabbar Bank Alfalah Limited Muhammad Salim Iqbal Bank Al-Habib Limited Bank Islami Pakistan Limited Dubai Islamic Bank Pakistan Limited AUDITORS Emirates Islamic Bank, UAE Deloitte Yousuf Adil FINCA Microfinance Bank Limited Chartered Accountants Habib Bank Limited 134-A, Abu Bakar Block, New Garden Town, Habib Metropolitan Bank Lahore, Pakistan Khushali Bank Limited MCB Bank Limited MCB Islamic Bank Limited SHARIAH ADVISOR Meezan Bank Limited Mufti Muhammad Hassan Kaleem Mobilink Microfinance Bank Limited National Bank of Pakistan Samba Bank Limited Soneri Bank Limited SHARE REGISTRAR The Punjab Provincial Cooperative Bank Limited CDC Share Registrar Services Limited United Bank Limited CDC House, 99-B, Block-B, S.M.C.H.S., Zarai Taraqiati Bank Limited Main Shahra-e-Faisal, Karachi-74400 Ph: (92) 0800-23275 Fax (92-21) - 34326053 REGISTERED OFFICE Adamjee House, 80/A, Block E-1, Main Boulevard Gulberg-III, Lahore- 54000, Pakistan. Phone: (92-42) 35772960-79 Fax (92-42) – 35772868 Email: [email protected] Web: www.adamjeeinsurance.com "//6"-3&1035 NOTICE OF 59TH ANNUAL GENERAL MEETING NOTICE is hereby given that the 59th Annual General Meeting (AGM) of Adamjee Insurance Company Limited (the “Company”) will be held at The Nishat Hotel, 9A Gulberg III, Main Mehmood Ali Kasuri Road, Lahore on 22 May 2020 at 11:00 a.m. to transact the following business: ORDINARY 1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements of the Company for the year ended 31 December 2019, Directors’ and Auditors’ reports thereon and the Chairman’s Review Report. 2. To declare and approve, as recommended by the directors, the payment of final cash dividend of Rs. 1.50 per share i.e. @ 15% in addition to 10% interim cash dividend already declared and paid i.e., total 25% for the year ended 31 December 2019. 3. To appoint auditors and fix their remuneration. The members are hereby notified that the Board of Directors and the Audit Committee have recommended the name of retiring auditors M/s Deloitte Yousuf Adil, Chartered Accountants for appointment as auditors of the Company. SPECIAL 4. To consider and if thought fit, to pass the following resolutions as special resolution with or without modification(s), addition(s) or deletion(s). a) RESOLVED THAT “the validity of special resolution passed in the Annual General Meeting of the Company held on 28 April 2014 for investment of up to Rs. 500 million for purchase of 50 million ordinary shares of Nishat Hotels & Properties Limited, an associated company be and is hereby extended for further two years till 28 April 2022 to allow the Company to make investment until 28 April 2022 with other terms and conditions of the investment to remain unchanged”. b) RESOLVED THAT “approval of the members of Adamjee Insurance Company Limited (the “Company”) be and is hereby accorded to increase %age of long term equity investment in Hyundai Nishat Motor (Private) Limited (HNMPL), an associated company from 10% to up to 13% of the total paid up share capital of HNMPL provided that the aggregate limit of equity investment in HNMPL shall not exceed the amount of Rs. 1,056.4 million for subscription of 105.64 million ordinary shares approved pursuant to the authority of special resolutions passed on 26 March 2018 and 30 November 2019 and other terms with condition of investment to remain unchanged”. RESOLVED FURTHER THAT “the Chief Executive and/or Company Secretary (the “Authorized Officers”) of the Company be and are hereby authorized and empowered on behalf of the Company to take all steps and actions necessary, ancillary, incidental and sign, execute and amend such documents, papers, instruments etc., as may be necessary or expedient for the purpose of giving effect to the spirit and intent of the aforesaid resolutions”. By Order of the Board Tameez-ul-Haque 29 April 2020 Secretary NOTES: 1. The financial statements and reports have been placed on the website of the Company www.adamjeeinsurance.com. 2. The share transfer books of the Company will remain closed from 14 May 2020 to 22 May 2020 (both days inclusive). Transfers received in order at the office of the Company’s Independent Share Registrar, M/s CDC Share Registrar Services Ltd., CDC House, 99- B, S.M.C.H.S, Main Shahrah e Faisal, Karachi by the close of business (1:00 PM) on 13 May 2020 will be treated in time for the purposes of entitlement of members to the final cash dividend and for attending and voting at the Annual General Meeting. 3. A member entitled to attend and vote at this meeting may appoint any other member as his/her proxy to attend and vote. The Instrument appointing a proxy and the power of attorney or other authority under which it is signed or a notarial attested copy of the power of attorney must be deposited at the registered office of the Company at least 48 hours before the time of the meeting. A proxy must be a member of the company. A Company or a Corporation being a member of the Company may appoint a represent- ative through a resolution of board of directors for attending and voting at the meeting. 4. Members, who have deposited their shares into Central Depositary Company of Pakistan Limited, are being advised to bring their original National Identity Cards along with CDC Participant ID and account number at the meeting venue. 5. Members who have deposited their shares into Central Depository Company of Pakistan Limited (“CDC”) will further have to follow the under mentioned guidelines as laid down by the Securities and Exchange Commission of Pakistan in Circular No 1 of 2000. "//6"-3&1035 A.