Future Powering
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POWERING OUR COMMUNITIES Brightening OUR MEMBERS’ FUTURE ANNUAL REPORT 2017 LALPIR POWER LIMITED CONTENTS Corporate Profile ..........................................................................................03 Vision Statement ..........................................................................................04 Mission Statement ........................................................................................04 Notice of Annual General Meeting .................................................................06 Organization Chart ........................................................................................16 Director’s Profile ............................................................................................17 Directors’ Report ..........................................................................................19 Financial Data ...............................................................................................32 Vertical Analysis ............................................................................................33 Performance Review .....................................................................................34 Pattern of Shareholders ...............................................................................35 Statement of Compliance with the Code of Corporate Governance ..............39 Review Report to the Members on Statement of Compliance With Best Practices of Code of Corporate Governance ................................42 Auditors’ Report To The Members ................................................................45 Balance Sheet ..............................................................................................46 Profit and Loss Account ...............................................................................48 Cash Flow Statement ...................................................................................49 Statement of Changes in Equity ....................................................................50 Notes to and Forming Part of the Financial Statements.................................51 Form of Proxy 2017 1 THE COMPANY Lalpir Power Limited (“the Company”) was incorporated in Pakistan on 8 May 1994 under the Companies Ordinance, 1984. The registered office is situated at 53-A, Lawrence Road, Lahore. The principal activities of the Company are to own, operate and maintain an oil fired power station (“the Complex”) having gross capacity of 362 MW in Mehmood Kot, Muzaffargarh, Punjab, Pakistan. 2 COMPANY PROFILE BOARD OF DIRECTORS BANKERS OF THE COMPANY Mian Hassan Mansha Chairman Mr. Khalid Qadeer Qureshi Chief Executive Officer Habib Bank Limited Mr. Aurangzeb Firoz The Bank of Punjab Mr. Jawaid Iqbal United Bank Limited Mr. Muhammad Azam Allied Bank Limited Mr. Mahmood Akhtar National Bank of Pakistan Mr. Inayat Ullah Niazi Bank Alfalah Limited Faysal Bank Limited Askari Bank Limited Habib Metropolitan Bank Limited AUDIT COMMITTEE NIB Bank Limited MCB Bank Limited (Formerly NIB Bank Limited) Mr. Jawaid Iqbal Chairman Bank Islami Pakistan Limited Mr. Inayat Ullah Niazi Standard Chartered Bank (Pakistan) Limited Mr. Mahmood Akhtar Al Baraka Bank (Pakistan) Limited Pakbrunei Investment company Meezan Bank Limited Silk Bank Limited HUMAN RESOURCE & REMUNERATION(HR &R) COMMITTEE AUDITOR OF THE COMPANY Mr. Jawaid Iqbal Chairman Riaz Ahmad & Co. Mian Hassan Mansha Chartered Accountants Mr. Mahmood Akhtar CHIEF FINANCIAL OFFICER LEGAL ADVISOR OF THE COMPANY Mr. Awais Majeed Khan Mr. M. Aurangzeb Khan Advocate High Court COMPANY SECRETARY Mr. Khalid Mahmood Chohan REGISTERED OFFICE SHARE REGISTRAR 53-A, Lawrence Road, Lahore-Pakistan Central Depository Company of Pakistan Limited UAN: 042-111-11-33-33 CDC House,99-B, Block-B, S.M.C.H.S Shahra-e-Faisal, Karachi – 74400 Tel: (92-21) 111-111-500 HEAD OFFICE Fax: (92-21) 34326053 1-B, Aziz Avenue, Gulberg-V, Lahore- Pakistan PLANT Tel:042-35717090-96 Fax:042-35717239 Mehmood Kot, Muzaffargarh, Punjab – Pakistan. 2017 3 VISION STATEMENT ENLIGHTEN THE FUTURE THROUGH EXCELLENCE, COMMITMENT, INTEGRITY AND HONESTY MISSION STATEMENT TO BECOME LEADING POWER PRODUCER WITH SYNERGY OF CORPORATE CULTURE AND VALUES THAT RESPECT COMMUNITY AND ALL OTHER STAKE HOLDERS. 4 2017 5 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the Annual General Meeting of the members of Lalpir Power Limited (the “Company”) will be held on April 30, 2018 (Monday) at 11:00 A.M. at The Nishat Hotel (Emporium Mall), Trade and Finance Centre Block, Near Expo Centre, Abdul Haq Road, Johar Town, Lahore to transact the following business: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended December 31, 2017 together with the Directors’ and Auditors’ reports. 2. To approve Final Cash Dividend @ 10% [i.e. Rs. 1/- (Rupee One Only) per Ordinary Share as recommended by the Board of Directors, in addition to the 10% interim cash dividend already paid. 3. To appoint statutory Auditors and fix their remuneration. The audit committee and the board have recommended the name of retiring auditors M/s Riaz Ahmad & Co., Chartered Accountants for re-appointment as auditors of the company. 4. Special Business: To consider and if deemed fit, to pass the following resolution as Special Resolution under Section 199 of the Companies Act, 2017, as recommended by the Board of Directors with or without modification, addition(s) or deletion(s) 6 RESOLVED that approval of the members of Lalpir Power Limited (the “Company”) be and is hereby accorded in terms of Section 199 of the Companies Act, 2017 for investment upto PKR 1,000,000,000/- (Rupees One Billion Only) in the form of loan / advance to Pakgen Power Limited (“Pakgen”), an associated company, for a period of one year starting from the date of approval by the members, at the mark up rate of 1 Month KIBOR plus 0.50% (which shall not be less than the average borrowing cost of the Company) and as per other terms and conditions of loan agreement in writing and as disclosed to the members. FURTHER RESOLVED the Chief Executive Officer and/or Chief Financial Officer and/or Company Secretary of the Company be and are hereby singly empowered and authorized to do all acts, matters, deeds and things and take any or all necessary steps and actions to complete all legal formalities including signing of agreement and other documents and file all necessary documents as may be necessary or incidental for the purpose of implementing the aforesaid resolutions. By order of the Board LAHORE (KHALID MAHMOOD CHOHAN) March 22, 2018 COMPANY SECRETARY NOTES: 1. BOOK CLOSURE NOTICE:- The Ordinary Shares Transfer Books of the Company will remain closed from 20-04-2018 to 30-04-2018 (both days inclusive) for entitlement of 10% Final Cash Dividend [i.e. Rs. 1/- (Rupees One Only) Per Ordinary Share] and attending and voting at Annual General Meeting. Physical transfers/ CDS Transactions IDs received in order in all respect up to 1:00 p.m. on April 19, 2018 at Share Registrar, Central Depository Company of Pakistan, CDC House, 99-B, Block ‘B’, S.M.C.H.S., Main Shahrah-e-Faisal, Karachi, will be considered in time for entitlement of 10% Final Cash Dividend and attending of meeting. 2017 7 2. ATTENDANCE AT MEETING 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 notarially 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. The proxy form is available on the Company’s website: http://www.lalpir.com/. 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. 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 under Circular No.1 of 2000: A. For Attending the Meeting a. In case of Individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall authenticate his/her identity by showing his/her original CNIC or, original Passport at the time of attending the Meeting. b. In case of corporate entity, the Board’s resolution / power of attorney with specimen signature of the nominee shall be produced (unless it has been provided earlier) at the time of the Meeting. B. For Appointing Proxies a. In case of individuals, the account holder and/or sub-account holder whose registration details are uploaded as per the CDC Regulations, shall submit the proxy form as per above requirements. b. The proxy form shall be witnessed by two persons, whose names, addresses and CNIC numbers shall be mentioned on the form. c. Attested copies of the CNIC or the passport of beneficial owners and the proxy shall be furnished with the proxy form. d. The proxy shall produce his original CNIC or original passport at the time of the Meeting. e. In case of corporate entity, the Board’s resolution / power of attorney with specimen signature shall be furnished (unless it has been provided earlier) along with proxy form to the Company. Members are requested to