Annual Report December 31, 2020
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2020 Annual Report 1 Annual Report December 31, 2020 CONTENTS PAGES Corporate Information 2 Notice of Meeting 3 Statement of Compliance with the Code of Corporate Governance 4 Review Report to the Members on Statement of Compliance 6 Review Report by the Chairman on Board's Overall Performance U/S 192 7 Directors' Report 8 Pattern of Holding of Shares 16 Financial Highlights for Last Six Years 19 Auditors' Report to the Members 20 Balance Sheet 25 Profit & Loss Account 26 Statement of Changes in Equity 27 Cash Flow Statement 28 Notes to the Financial Statement 29 Subsidiary Company's Accounts: Laksonpremier Tobacco Company (Private) Limited 76 Form of Proxy 2 Corporate Information BOARD OF DIRECTORS REGISTERED OFFICE KAMRAN Y. MIRZA (Chairman) 19TH FLOOR, THE HARBOUR FRONT, ROMAN YAZBECK (Chief Executive) DOLMEN CITY, HC-3, BLOCK-4, MICHAEL SCHARER (until October 28, 2020) CLIFTON, KARACHI-75600 LIM KHANG WEI (until October 28, 2020) MUHAMMAD ZEESHAN FACTORIES PATTARAPORN AUTTAPHON 1. G.T ROAD, QUADIRABAD, DISTRICT: LT. GEN. (R) TARIQ KHAN (until October 28, 2020) SAHIWAL (PUNJAB) PETER CALON (from October 29,2020) 2. LEAF DIVISION COMPLEX, 22ND KM, MIRZA REHAN BAIG (from October 29,2020) MARDAN SWABI ROAD, MARDAN (KPK) GHULAM NABI KAZI (from October 29,2020) SHARE REGISTRAR COMPANY SECRETARY CENTRAL DEPOSITORY COMPANY OF MUSTAFA KAMAL ZUBERI (until August 10, 2020) PAKISTAN (CDC) FAIZA KAPADIA RAFFAY (until November 22, 2020) CDC HOUSE, 99-B, BLOCK-B, S.M.C.H.S., SANA ENAIT HASHMI (from November 23, 2020) MAIN SHAHRAH-E-FAISAL, KARACHI -74400 AUDIT COMMITTEE Website : www.philipmorrispakistan.com.pk LT. GEN. (R) TARIQ KHAN (Until October 28, 2020) (Chairman) Email : pmpk.info@pmi. GHULAM NABI KAZI (from October 29, 2020) (Chairman) LIM KHANG WEI (Until October 28, 2020) PETER CALON (from October 29, 2020) PATTARAPORN AUTTAPHON MUSTAFA KAMAL ZUBERI (until August 10, 2020) (Secretary) FAIZA KAPADIA RAFFAY (until November 22, 2020) (Secretary) SANA ENAIT HASHMI (from November 23, 2020) (Secretary) HUMAN RESOURCE & REMUNERATION COMMITTEE KAMRAN Y. MIRZA (Chairman) ROMAN YAZBECK MICHAEL SCHARER (Until October 28, 2020) PETER CALON (From October 29, 2020) SARAH HASSAN (Secretary) AUDITORS A. F. FERGUSON & CO. Chartered Accountants BANKERS UNITED BANK LIMITED STANDARD CHARTERED BANK PAKISTAN LIMITED MCB BANK LIMITED HABIB BANK LIMITED CITI BANK N.A. DEUTSCHE BANK A.G. FAYSAL BANK LIMITED 3 Notice of Meeting NOTICE IS HEREBY GIVEN that the 52nd Annual General Meeting (AGM) of PHILIP MORRIS (PAKISTAN) LIMITED ('the Company") will be held on Wednesday, April 21, 2021 at 11.30 a.m. via video-link. Considering the practical difficulties posed by Covid-19, SECP vide circular No. 6 of 2021 dated March 03, 2021 had allowed to hold the general meeting through electronic mode. In wake of on-going pandemic to ensure the health and safety of our Shareholders and our employees we will be holding the AGM via video-link. However, while convening the AGM through video-link the Company will observe the quorum provisions and will comply with all the regulatory requirements. Shareholders can participate in the AGM proceedings through Zoom to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited financial statements of the Company for the year ended December 31, 2020 together with the Directors' and Auditor's Report thereon. 2. To appoint the External Auditors for the year 2021 and to fix their remuneration. The retiring auditor M/s. A. F. Ferguson & Co.-Chartered Accountants has given consent to act as Auditor of the Company for the year ending December 31, 2021. By Order of the Board SANA ENAIT HASHMI Karachi: Tuesday, March 30, 2021 Company Secretary NOTES: 1. To attend the AGM through video-link, the members are requested to register themselves by providing the following information through email at [email protected] at least 48 hours before the AGM. Name of CNIC Number Folio Number/ Cell Number Email Address Shareholder CDC Account No 2. The registered Members, after necessary verification (as per the above requirement) will be provided a video- link by the Company via email. 3. The login facility will remain open from 10.45 a.m. till the end of AGM. Members can also share their suggestions/ comments on the agenda on WhatsApp number 03218200864 one hour before the meeting schedule in order to register their attendance 4. The share transfer books of the Company will remain closed from April 17, 2021 to April 21, 2021 (both days inclusive). Transfer received in order at the office of the Company's Share Registrar, CDC Share Registrar Services Limited, CDC House, 99-B, Block B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi at the close of business on April 14, 2021 will be considered in time to be eligible to attend the meeting. 5. A member entitled to attend and vote at the AGM may appoint another member as his / her proxy to attend, speak and vote. In case of corporate entity, the Board of Directors' Resolution / Power of Attorney with specimen signatures shall be submitted with the proxy form to the Company. 6. Forms of proxy to be valid must be received at the Share Registrar's office not later than 48 hours before the time of the meeting. 7. Member are requested to notify the Share Registrar of the Company promptly of any change in their addresses. 8. Members who have not yet submitted photocopy of their CNIC and information relating to Dividend Mandate, Email ID and Cell number to the Company's Registrar are requested to send the same at the earliest. 9. A form of proxy is enclosed herewith. 4 Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulations, 2019 Philip Morris (Pakistan) Limited Year ended December 31, 2020 The Statement is being presented to share the status of compliance with the Listed Companies (Code of Corporate Governance) Regulations, 2019 ("the Regulations") by Philip Morris (Pakistan) Limited ("the Company"). The Company has complied with the requirements of the Regulations in the following manner:- 1. The total number of Directors as at December 31, 2020 were Seven (7) as per the following,- a. Male: Six (6) b. Female: One (1) 2. The composition of the Board as at December 31, 2020 was as follows: Category Name Independent Directors Kamran Y.Mirza-Chairman Ghulam Nabi Kazi Mirza Rehan Baig Non-Executive Directors Peter Calon Pattaraporn Auttaphon Executive Directors Roman Yazbeck Muhammad Zeeshan Female Directors Pattaraporn Auttaphon 3. The directors have confirmed that none of them is serving as a director on more than seven listed companies, including the Company; 4. The Company has prepared a code of conduct and has ensured that appropriate steps have been taken to disseminate it throughout the Company along with its supporting policies and procedures; 5. The Board has developed a vision/mission statement, overall corporate strategy and significant policies of the company. The Board has ensured that complete record of particulars of the significant policies along with their date of approval or updating is maintained by the Company; 6. All the powers of the Board have been duly exercised and decisions on relevant matters have been taken by the Board/ shareholders as empowered by the relevant provisions of the Act and these Regulations; 7. The meetings of the Board were presided over by the Chairman and, in his absence, by a director elected by the Board for this purpose. The Board has complied with the requirements of Act and the Regulations with respect to frequency, recording and circulating minutes of meeting of the Board; 8. The Board has a formal policy and transparent procedures for remuneration of Directors in accordance with the Act and these Regulations; 9. The Board has arranged Director's Training Program for the following: Mirza Rehan Baig 10. The Board has approved appointment of Chief Financial Officer, Company Secretary and Head of Internal Audit, including their remuneration and terms and conditions of employment and complied with relevant requirements of the Regulations; 11. Chief Financial Officer and Chief Executive Officer duly endorsed the financial statements before approval of the Board; 5 Statement of Compliance with Listed Companies (Code of Corporate Governance) Regulations, 2019 12. The Board has formed the following committees. The composition of these Committees as at December 31, 2020 was as follows: a) Audit Committee Name Designation Ghulam Nabi Kazi Chairman Peter Calon Member Pattaraporn Auttaphon Member b) Human Resource and Remuneration Committee Name Designation Kamran Y. Mirza Chairman Roman Yazbeck Member Peter Calon Member 13. The terms of reference of the aforesaid committees have been formed, documented and advised to the committee for compliance; 14. The frequency of meetings of the committee was as follows: a) Audit Committee - Four (4) b) Human Resource and Remuneration Committee - One (1) 15. The Board has set up an effective internal audit function; 16. The statutory auditors of the company have confirmed that they have been given a satisfactory rating under the Quality Control Review program of the Institute of Chartered Accountants of Pakistan and registered with Audit Oversight 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 Accounts of Pakistan and that they and 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, these Regulations or any other regulatory requirement and the auditors have confirmed that they have observed IFAC guidelines in this regard; and 18.