Annual Report 2019
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CONTENTS 03 04 07 07 Key Figures Company Information Vision Mission 08 12 14 20 Notice of 23rd Annual Profile of the Board of Code of Conduct Operational Highlights General Meeting Directors 22 24 26 29 Whistle Blowing Policy Board Committees Chairman’s Review Directors’ Report 37 38 40 42 Directors’ Report (Urdu) Social Action Employee Trainings Key Operating and Programme Financial Data 44 47 48 50 Pattern of shareholding Categories of Pattern of shareholding Corporates Holding shareholders - Additional Information 10,000 and More Shares 54 55 56 58 Highlights Organizational Executive & Statement of Structure Management Compliance with Listed Committees companies 60 62 Independent Auditor’s Independent Auditor’s Review Report to the Report to the members Members of Kot Addu of Kot Addu Power Power Company Limited Company Limited Review Report on Report on the Audit the Statement of of the Financial Compliance contained Statements in Listed Companies (Code of Corporate Governance) Regulations, 2017 FINANCIALS 68 70 71 72 2019 Statement of Financial Statement of Profit or Statement of Statement of Cash Flows Position Loss Account Comprehensive Income 73 74 117 119 Annaul Report Statement of Changes Notes to and Forming Proxy Form (English) Proxy Form (Urdu) in Equity Part of the Financial Statements KAPCO | KAPCO 01 02 KEY FIGURES TURNOVER RS. 84,831 MILLION GROSS PROFIT RS. 14,205 MILLION PROFIT AFTER TAX RS. 13,112 MILLION EARNING PER SHARE RS. 14.90 2019 Annaul Report KAPCO | KAPCO 03 COMPANY INFORMATION Board of Directors LDS Committee Lt. General Muzammil Hussain (Retd) Mr. Aqeel Ahmed Nasir Chairman Chairman Mr. Aftab Mahmood Butt Mr. Aftab Mahmood Butt Chief Executive Mr. Saad Iqbal Mr. Aqeel Ahmed Nasir Mr. Hafiz Muhammad Yousaf General Manager Mr. Saad Iqbal Mr. Muhammad Arshad Ch. Finance / CFO Mr. Muhammad Ikram Khan Mr. Muhammad Mohtashim Aftab Ms. Zunaira Azhar Audit Committee Company Secretary Mr. A. Anthony Rath Mr. Hafiz Muhammad Yousaf Chairman Mr. Saad Iqbal Head of Internal Audit Mr. Muhammad Arshad Ch. Mr. Sikandar Usmani Mr. Muhammad Ikram Khan HR Committee Auditors Deloitte Yousuf Adil Mr. Aqeel Ahmed Nasir Chartered Accountants Chairman Mr. Aftab Mahmood Butt Mr. Muhammad Ikram Khan Internal Auditors EY Ford Rhodes Chartered Accountants 04 Legal Advisor Shares Registrar Cornelius, Lane & Mufti THK Associates (Private) Limited First Floor, 40-C, Block-6 Banks P.E.C.H.S. Karachi 75400, Pakistan Tel: +92 (0)21 111 000 322 Conventional Fax: +92 (0)21 34168271 Allied Bank Limited Askari Bank Limited Registered Office Bank Al-Habib Limited Citibank, N.A. Office No. 309, 3rd Floor, Evacuee Trust Complex Faysal Bank Limited Agha Khan Road, F-5/1, Islamabad, Pakistan Habib Bank Limited Habib Metropolitan Bank Limited Corporate Office MCB Bank Limited National Bank of Pakistan 5 B/3, Gulberg III Samba Bank Limited Lahore 54660, Pakistan Standard Chartered Bank (Pakistan) Limited Tel: +92 (0)42 3577 2912-6 United Bank Limited Fax: +92 (0)42 3577 2922 Islamic AlBaraka Bank (Pakistan) Limited Power Project Askari Bank Limited-IBD Kot Addu Power Complex, Kot Addu Bank Alfalah Limited District Muzaffargarh, Punjab, Pakistan BankIslami Pakistan Limited Tel: +92 (0)66 230 1047-9 Dubai Islamic Bank Pakistan Limited Fax: +92 (0)66 230 1025 2019 Meezan Bank Limited National Bank of Pakistan-IBD Standard Chartered Bank (Pakistan) Limited-IBD The Bank of Punjab - IBD [email protected] Annaul Report www.kapco.com.pk KAPCO | KAPCO 05 06 VISION To be a leading power generation company, driven to exceed our shareholders’ expectations and meet our customer’s requirements MISSION • To be a responsible corporate citizen • To maximise shareholders’ return • To provide reliable and economical power for our customer • To excel in all aspects relating to safety, quality and environment • To create a work environment which fosters pride, job satisfaction and equal opportunity for career growth for the employees 2019 Annaul Report KAPCO | KAPCO 07 NOTICE OF 23rd ANNUAL GENERAL MEETING Notice is hereby given that the 23rd Annual General Meeting of Kot Addu Power Company Limited will be held at the Islamabad Serena Hotel, Khayban-e-Suhrawardy, Islamabad on Monday, October 28, 2019 at 10.00 a.m. to transact the following business: 08 ORDINARY BUSINESS 1. To confirm the Minutes of the Twenty Second Annual General Meeting of the Company held on October 23, 2018. 2. To receive, consider and adopt the Annual Audited Accounts of the Company for the year ended June 30, 2019 together with Directors’ and Auditor’s Reports thereon. 3. To approve the final cash dividend of Rs. 3.00 per share, that is, 30% for the year ended June 30, 2019 as recommended by the Board of Directors. This is in addition to the interim dividend of Rs. 1.50 per share, that is, 15% already paid making a total cash dividend of Rs. 4.50 per share, that is, 45% during the year. 4. To appoint Auditors and fix their remuneration for the year ending June 30, 2020. The present Auditors, Messrs. Deloitte Yousuf Adil, Chartered Accountants, retired and being eligible, offer themselves for reappointment. 5. To transact any other business with the permission of the Chairman. By Order of the Board Lahore A. Anthony Rath September 16, 2019 Company Secretary 2019 Annaul Report KAPCO | KAPCO 09 NOTES: 1. The share transfer books of the Company will remain 5. E-Dividend (Mandatory) closed from October 22, 2019 to October 28, 2019 (both days inclusive). Transfers received in order at the office In pursuance of Section 242 of the Companies Act, of the Company’s Shares Registrar, THK Associates 2017 and Circular No. 18/2017 dated August 1, 2017, (Private) Limited at the close of business on October it is mandatory for all listed companies to pay dividend 21, 2019 will be treated in time for purposes of payment only by way of electronic mode, directly into the bank of the final cash dividend (subject to approval of the accounts of entitled shareholders. Members) and to attend and vote at the Meeting. Keeping in view the same, all cash dividend, if declared 2. A Member entitled to attend and vote at the Meeting is by the Company in future will be directly transferred in entitled to appoint a proxy to attend and vote on his/her bank account of the shareholders. In order to enable behalf, provided such proxy is also a Member. the Company to follow the directives of the regulators in regard to payment of dividend only through electronic 3. An instrument of proxy and the Power of Attorney or other mode, shareholders are requested to provide/update authority (if any) under which it is signed, or a Notary your IBAN to our Share Registrar. Accordingly, all CDC Public certified copy of such Power of Attorney, in order shareholders are requested to send their IBAN details to be valid, must be deposited with the Company’s directly to their concerned Stock Broker / Central Registrar, THK Associates (Private) Limited not later Depository Company of Pakistan Limited. In case of non- than (48) forty-eight hours before the time of holding the availability/incorrect IBAN, the Company will not be in a Meeting. position to pay the cash dividend of such shareholders. 4. CDC account holders will in addition have to follow the 6. Submission of copy of CNIC (Mandatory) under mentioned guidelines as laid down in Circular No.1 dated January 26, 2000 of the Securities & Exchange The Securities and Exchange Commission of Pakistan Commission of Pakistan for attending the Meeting: (SECP) vide their SRO 779(i) 2011 dated August 18, 2011 has directed the company to print your CNIC number (i) In case of individuals: The account holder or sub on your dividend warrants and if your CNIC number is account holder and / or the person whose securities not available in our records, your dividend warrant will are registered on CDS; and their registration not be issued / dispatched to you. In order to comply details are uploaded as per the regulations, shall with the regulatory requirement, you are requested to authenticate his/her identity by showing his/her kindly send photocopy of your CNIC to your Participant original Computerized National Identity Card (CNIC) / Investor Account Services or to us (in case of physical or original passport at the time of attending the shareholding) immediately to Company’s Shares Meeting. The Members are also required to bring Registrar, THK Associates (Private) Limited. their Participants’ I.D. number and account numbers in CDS. (ii) In case of corporate entity: The Board of Directors Resolution / Power of Attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of Meeting. 10 7. Transmission of Annual Financial Statements Consent for Video Conference Facility through E-Mail: Members can also avail video conference facility in {name of cities where facility can be provided keeping in view SECP vide SRO 787(1)/2014 dated September 8, 2014 geographical dispersal of members}. In this regard please fill has provided an option to receive audited financial the following and submit to the Company’s Corporate Office statements electronically through email. Hence, members at 5-B/3, Gulberg III, Lahore 54660 10 days before holding of who hold shares in physical form and are interested in the AGM. receiving the annual reports electronically in future are required to submit their e-mail addresses and consent If the Company receives consent from Members holding for electronic transmission to the Shares Registrar of the in aggregate 10% or more shareholding residing at a Company. CDC shareholders are requested to submit geographical location, to participate in the meeting though their email address and consent directly to their broker video conference at least 10 days prior to date of the Meeting, (Participant)/CDC Investor Account Services.