01-Annual Report 2020
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more than ever Annual Report 2020 +92-21-111-211-211 engro.com EngroCorp Engro.Corporation engrocorporation EngroCorp engro-corp 11. Chief financial officer and chief executive officer duly endorsed the financial statements before approval of the Board; independent auditor’s review report 12. The Board has formed committees comprising of members given below: to the members of engro corporation limited Board Audit Committee Review Report on the Statement of Compliance contained in Listed Companies (Code of Corporate Governance) Mr. Muhammad Abdul Aleem Chairman Mr. Raihan Ali Merchant Member Regulations, 2019 Mr. Rizwan Diwan Member We have reviewed the enclosed Statement of Compliance with the Listed Companies (Code of Corporate Governance) Board People’s Committee i.e. HR and Remuneration Committee Regulations, 2019 (the Regulations) prepared by the Board of Directors of Engro Corporation Limited (the Company) for the Ms. Henna Inam Chairperson year ended December 31, 2020 in accordance with the requirements of regulation 36 of the Regulations. Mr. Abdul Samad Dawood Member Mr. Khawaja Iqbal Hassan Member The responsibility for compliance with the Regulations is that of the Board of Directors of the Company. Our responsibility is to Mr. Raihan Ali Merchant Member review whether the Statement of Compliance reflects the status of the Company’s compliance with the provisions of the Board Investment Committee Regulations and report if it does not and to highlight any non-compliance with the requirements of the Regulations. A review is Mr. Abdul Samad Dawood Chairman limited primarily to inquiries of the Company’s personnel and review of various documents prepared by the Company to Mr. Muhammad Abdul Aleem Member comply with the Regulations. Mr. Rizwan Diwan Member Mr. Khawaja Iqbal Hassan Member As a part of our audit of the financial statements we are required to obtain an understanding of the accounting and internal control systems sufficient to plan the audit and develop an effective audit approach. We are not required to consider whether 13. The terms of reference of the aforesaid committees have been formed, documented and advised to the committee for compliance; the Board of Directors’ statement on internal control covers all risks and controls or to form an opinion on the effectiveness of 14 The frequency of meetings of the committees were as per following: such internal controls, the Company’s corporate governance procedures and risks. • Audit Committee (4 meetings held during the year); The Regulations require the Company to place before the Audit Committee, and upon recommendation of the Audit • Board People’s Committee (13 meetings held during the year); and Committee, place before the Board of Directors for their review and approval, its related party transactions. We are only • Board Investment Committee (12 meetings held during the year). required and have ensured compliance of this requirement to the extent of the approval of the related party transactions by the Board of Directors upon recommendation of the Audit Committee. 15. The Board has set up an effective internal audit function who are considered suitably qualified and experienced for the purpose and are conversant with the policies and procedures of the Company; Based on our review, nothing has come to our attention which causes us to believe that the Statement of Compliance does not 16. The statutory auditors of the Company have confirmed that they have been given a satisfactory rating under the Quality appropriately reflect the Company's compliance, in all material respects, with the requirements contained in the Regulations as Control Review program of the Institute of Chartered Accountants of Pakistan and registered with the Audit Oversight applicable to the Company for the year ended December 31, 2020. Board of Pakistan, that they and all their partners are in compliance with International Federation of Accountants (IFAC) guidelines on code of ethics as adopted by the Institute of Chartered Accountants of Pakistan and that they and the partners of the firm involved in the audit are not a close relative (spouse, parent, dependent and non-dependent children) of the chief executive officer, chief financial officer, head of internal audit, company secretary or director of the Company; 17. The statutory auditors or the persons associated with them have not been appointed to provide other services except in accordance with the Act, the regulations or any other regulatory requirement and the auditors have confirmed that they A.F. Ferguson & Co. have observed IFAC guidelines in this regard; and Chartered Accountants Karachi 18. We confirm that all requirements of regulations 3, 6, 7, 8, 27, 32, 33 and 36 of the Regulations have been complied with. Date: April 2, 2021 Mr. Hussain Dawood Ghias Khan Chairman President and Chief Executive 73 | engro corp key shareholding and shares traded as at december 31, 2020 Information of shareholding required under reporting framework is as follows: Alhamra Islamic Stock Fund 544,285 Alfalah GHP Islamic Stock Fund 533,199 1. Associated companies, undertakings and related parties Meezan Balanced Fund 529,506 Name of Shareholders No. of Shares Held Al Ameen Islamic Ret. Sav. Fund-Equity Sub Fund 498,590 Dawood Hercules Corporation Limited 214,469,810 Al Hamra Islamic Asset Allocation Fund 370,569 Patek (Private) Limited 30,559,864 HBL Stock Fund 328,250 Dawood Corporation (Private) Limited 3,436,290 JS Growth Fund 315,660 Dawood Foundation 41,861 UBL Retirement Savings Fund - Equity Sub Fund 295,577 Total 248,507,825 Al Ameen Islamic Asset Allocation Fund 288,965 PICIC Growth Fund 267,870 2. Directors, CEO and their spouses and minor children Alfalah Ghp Stock Fund 245,470 Faysal Islamic Dedicated Equity Fund 240,223 Name of Shareholders No. of Shares Held PICIC Investment Fund 208,700 Hussain Dawood 5,008,681 Meezan Asset Allocation Fund 197,562 Abdul Samad Dawood 1,667,941 Meezan Dedicated Equity Fund 190,387 Sabrina Dawood 1,475,061 APIF - Equity Sub Fund 145,400 Shahzada Dawood 3,434,141 Unit Trust of Pakistan 140,900 Raihan Ali Merchant 5,500 NBP Islamic Active Allocation Equity Fund 139,790 Henna Inam 110 HBL Islamic Stock Fund 134,293 Khawaja Iqbal Hassan 40,000 Alfalah GHP Alpha Fund 123,967 Muhammad Abdul Aleem 110,822 APF-Equity Sub Fund 113,450 Rizwan Diwan 110 NBP Sarmaya Izafa Fund 106,970 Kulsum Dawood w/o Hussain Dawood 3,576,221 Atlas Islamic Dedicated Stock Fund 102,220 Ayesha Dawood w/o Abdul Samad Dawood 44 ABL Islamic Dedicated Stock Fund 101,841 Humera Aleem w/o Mohammad Abdul Aleem 37,186 NIT Asset Allocation Fund 94,686 Total 15,355,817 MCB Pakistan Asset Allocation Fund 94,500 3. Executives 94,541 0.0164% NBP Balanced Fund 93,818 Alfalah GHP Value Fund 83,380 4. Public Sector Companies and Corporations 33,268,290 5.7741% Alfalah Ghp Islamic Dedicated Equity Fund 79,979 AKD Index Tracker Fund 75,331 5. Banks, Development Finance Institutions, Non-Banking Finance Institutions, UBL Asset Allocation Fund 73,840 Insurance Companies, Takaful, and Modaraba 48,649,774 8.4437% JS Islamic Fund 70,400 Lakson Tactical Fund 64,307 6. Mutual Funds Lakson Islamic Tactical Fund 63,528 NBP Mahana Amdani Fund - MT 61,392 Name of Mutual Fund No. of Shares Held JS Value Fund 58,020 Meezan Islamic Fund 6,937,968 HBL Islamic Equity Fund 57,430 Al Ameen Shariah Stock Fund 2,849,956 HBL Equity Fund 49,934 NBP Stock Fund 2,459,851 JS Large Cap. Fund 49,300 NIT-Equity Market Opportunity Fund 1,811,936 NITIPF Equity Sub-Fund 41,750 NBP Islamic Stock Fund 1,717,670 Pak Oman Islamic Asset Allocation Fund 40,480 Atlas Stock Market Fund 1,651,701 HBL IPF Equity Sub Fund 34,990 UBL Stock Advantage Fund 1,381,410 HBL PF Equity Sub Fund 33,860 Meezan Tahaffuz Pension Fund - Equity Sub Fund 1,236,420 NBP Islamic Regular Income Fund 30,660 MCB Pakistan Stock Market Fund 1,199,990 Pakistan Capital Market Fund 30,000 Al Meezan Mutual Fund 1,112,790 HBL Islamic Asset Allocation Fund 28,440 KSE Meezan Index Fund 938,688 First Habib Islamic Stock Fund 25,040 ABL Stock Fund 895,291 HBL Multi - Asset Fund 24,950 NBP Islamic Sarmaya Izafa Fund 825,420 JS Islamic Pension Savings Fund-Equity Account 24,500 NIT Islamic Equity Fund 687,610 Atlas Income Fund - Mt 22,618 ABL Islamic Stock Fund 684,240 UBL Pakistan Enterprise Exchange Traded Fund 22,360 Atlas Islamic Stock Fund 668,056 JS Pension Savings Fund - Equity Account 21,890 Lakson Equity Fund 606,432 75 | engro corp Annual Report 2020 | 76 Alfalah GHP Income Fund 21,500 Date Of Transaction Number of Price Per First Capital Mutual Fund 20,000 S. No. Executive Name Transaction Type Shares Share NITPF Equity Sub-Fund 19,600 First Habib Stock Fund 18,850 15 Hussain Dawood 26-Feb-2020 Bought 160,000 301.48 NIT Pakistan Gateway Exchange Traded Fund 17,784 16 Kulsum Dawood w/o Hussain Dawood 26-Feb-2020 Bought 10,000 300.54 NBP Pakistan Growth Exchange Traded Fund 17,174 17 Khawaja Iqbal Hassan 26-Feb-2020 Bought 5,000 308.12 First Habib Asset Allocation Fund 16,827 18 Hussain Dawood 12-Mar-2020 Bought 98,800 289.38 NAFA Islamic Principal Protected Fund - II 16,390 19 Kulsum Dawood w/o Hussain Dawood 12-Mar-2020 Bought 20,000 292.27 NBP Financial Sector Income Fund - MT 15,000 ABL Pension Fund - Equity Sub Fund 14,560 20 Hussain Dawood 16-Mar-2020 Bought 50,000 268.38 Askari Asset Allocation Fund 14,450 21 Shahzada Dawood 16-Mar-2020 Bought 25,000 268.38 Meezan Pakistan Exchange Traded Fund 14,250 22 Qamar Jaleel 19-Mar-2020 Bought 1,200 241.36 Pak Oman Advantage Asset Allocation Fund 13,877