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Annual Report 2014 Knowing Our Potential

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Annual Report 2014 Knowing Our Potential knowing OUR POTENTIAL Annual Report 2014 knowing OUR POTENTIAL We invested years of hard work to reach where we are today. We grew from small to big, and are still growing with staggering numbers. Our powerful vision and strategic decision-making has taken our capabilities far ahead. This year we inspire to realize our potential to acquire limitless opportunities. contents Vision & Mission 03 Organizational Structure 86 Company Information 06 Board Committees 87 Geographical Presence 08 Criteria to Evaluate Board’s Performance 90 Our Values 10 CEO’s Performance Review 91 Strategic Objectives 12 Attendance of Board & Committee Meetings 94 Code of Conduct 13 Whistle Blowing Policy 95 Cyan Seven 18 Report of the Audit Committee 96 Potential in Selected Sectors 21 Statement of Compliance with the Notice of the 55th Annual General Meeting 26 Code of Corporate Governance 98 Directors’ Report 32 Review Report to the Members on the CEO’s Message 46 Statement of Compliance 100 Corporate Social Responsibility 48 Financial Statements Stakeholder’s Information Auditors’ Report to the Members 101 Calendar of Major Events 53 Statement of Financial Position 102 Risk & Opportunity Report 54 Profit and Loss Account 103 Shareholders’ Information 56 Statement of Comprehensive Income 104 Key Financial Highlights 60 Statement of Changes in Equity 105 Ratio Analysis 64 Statement of Cash Flows 106 Share Price Sensitivity Analysis 66 Notes to the Financial Statements 107 Statement of Value Addition 67 Pattern of Shareholding 140 Glossary 143 Corporate Governance Proxy Form Directors’ Profile 80 Management Team 84 2 cyan - annual report 2014 cyan profile Cyan limited is a public listed company emerged in the year 2011 after the revocation of the insurance license of Central Insurance Company Limited, established in Pakistan on 23rd April, 1960. The objective of Cyan is to invest in high growth potential companies. Entrepreneurs are the pioneers and vital cogs behind a country’s development and its employment creation. Cyan Limited is the platform where entrepreneurial spirit is nurtured, development opportunities are sustained and passionate organizations are harnessed to succeed. With our unique position and vast experience, We are able to bring together a high potential organization that has demonstrated its skill to compete and sustain at local and international avenues, with those business visionaries, investors and experts that will enable opportunities and potential for all the stakeholders rather than provide a mere assessment. We believe that the possibilities are numerous and our systematic approach and endeavors will help in turning an entrepreneurial dream and achievement into a resounding success for all stakeholders. At Cyan we are committed to convert potential into success. cyan - annual report 2014 3 vision & mission taking entrepreneurship to scale 4 cyan - annual report 2014 broadening OUR HORIZONS cyan - annual report 2014 5 broadening Our diversity in numerous industries has equipped us with valuable experience and market dynamics expertise. We focus on various opportunities lying around and make the most out of them. The living proof of our success is our wide range of OUR HORIZONS services that continue to satisfy the industry needs. 6 cyan - annual report 2014 company information Board of Directors Hasan Reza-ur Rahim Executives* Kulsum Dawood Ghias Uddin Khan Sulaiman S. Mehdi (CEO) (Chairperson) Shafiq Ahmed Faisal Mangroria Non-Executive Director (CFO & CS) Board HR & Remuneration Com- Shahab Farooq Ghias Uddin Khan mittee (Head of Research) Non-Executive Director Ghias Uddin Khan Ghulam Haider (Chairman) (Head of IA) Hasan Reza-ur Rahim Muhammad Anas Karimi Non-Executive Director Kamran Nishat (Manager Finance) Hasan Reza-ur Rahim Muhammad Ali Hemani Jonathan Bilal Lenihan (Senior Investment Analyst) Non-Executive Director Board Investment Committee Hasan Reza-ur Rahim *As determined by the Board of Kamran Nishat (Chairman) Directors Independent Director Kulsum Dawood Auditors Shafiq Ahmed Jonathan Bilal Lenihan A.F. Ferguson & Co. Non-Executive Director Shafiq Ahmed (Chartered Accountants) State Life Building 1-C, Sulaiman S. Mehdi CFO & Company Secretary I.I. Chundrigar Road, Karachi. (Chief Executive) Faisal Mangroria Website: www.pwc.com/pk Executive Director Head of Internal Audit Bankers Board Audit Committee Ghulam Haider Allied Bank Limited Kamran Nishat Bank Al Habib Limited (Chairman) Bank Al Falah Limited Barclays Bank PLC Pakistan cyan - annual report 2014 7 Tax Consultants Share Registrar/Transfer A.F. Ferguson & Co. Agent (Chartered Accountants) Technology Trade (Pvt.) Ltd. State Life Building 1-A, Dagia House,241-C,Block-2, I.I. Chundrigar Road, Karachi. P.E.C.H.S. Off: Shahrah-e- Website: www.pwc.com/pk Quaideen, Karachi. Tel: (92-21) 34391316-7 ,19 Internal Auditors & 34387960-1, Fax: (92-21) The Internal Audit Function has 34391318 been Outsourced to Anjum Asim Rating Agency Shahid Rahman JCR-VIS Credit Rating Agency (Chartered Accountants) House, 128/C, 25th Lane Off Khayaban-e-Ittehad, Phase VII, Legal Advisors DHA, Karachi Mohsin Tayebally & Co. 1st Floor, Dime Centre, BC-4, Block 9, Khekashan, Clifton, Karachi Registered Office 4th Floor, Dawood Centre, M.T. Khan Road Karachi-75530 Website: www.cyanlimited.com 8 cyan - annual report 2014 geographical presence only in karachi cyan - annual report 2014 9 Kashmir NWFP QUETTA Punjab Balouchistan Sindh HYDERABAD KARACHI 10 cyan - annual report 2014 our values At Cyan we are committed to participate openness and transparency at all stages, from transaction origination to achieving investment exits. We are committed to ethical business practices and intend to engage with companies that share our values. Strong work ethics combined with entrepreneurial zeal is reflected in everything we do, from strategic decision making to conducting a training session. Our team thrives on building relationships and partnerships. Most important of all, we are committed to participating in Pakistan’s growth prospects and laying the necessary foundations for businesses to succeed. OUR CORE VALUES cyan - annual report 2014 11 Openness and Transparency Integrity Strong Work Ethics Teamwork and Partnership Commitment to Pakistan 12 cyan - annual report 2014 strategic objectives At Cyan, disclosure and transparency are essential to the way we do business. We strive at all times to guarantee that our investors, portfolio companies, employees and all parties with whom we do business can rely on us to work in an ethical and responsible way. Strong work ethics combined with entrepreneurial zeal is reflected in all that we do, from strategic decision making to directing a training session. Our team flourishes with building connections and partnerships. Most important of all, the investments we make are designed to contribute in Pakistan’s growth prospects and laying the necessary foundations for businesses to succeed. We are committed to recognizing potential and help in nurturing it in the most efficient manner. Generate Attractive Returns on Equity Portfolio The Company outperformed the KSE-100 index by 405bps. Maximize shareholder’s Worth The Shareholder return was 50% based on Company’s market capitalization and dividend payout during 2014 compared to KSE-100 Index return of 27%. Private Equity Business Company is aggressively pursuing private equity transactions. cyan - annual report 2014 13 code of conduct For Employees: the same unless otherwise required by statutory This code is developed and adopted with a view to authorities/law. All such information will remain develop and promote the highest standards of ethical as a trust and will only be used for the purpose behavior, professionalism, integrity and commitment for which it is intended and will not be used for amongst the employees of the company. It is adopted the personal benefits of any individual(s). Inside with the end view of promoting good corporate information about Cyan’s clients/affairs shall not be governance. used for their own gain, or for that of others either directly or indirectly. The company makes it mandatory for all its employees to perform their duties and responsibilities in 4. Professionalism accordance with this code. Serve Cyan honestly and faithfully and strictly serve Cyan’s affairs and the affairs of its constituents. The company is guided by the following principles in all Disclose and assign to Cyan all interest in any activities for attainment of the organizational objectives: invention, improvement, discovery or work of authorship that they may make or conceive and 1. Abidance of Laws / Rules which may arise out of their employment with a. All employees shall conform to and abide by the Cyan. If their employment is terminated, all rights company policies, applicable laws, regulations to property and information generated or obtained and directives which may from time to time be as part of their employment relationship will remain in force. the exclusive property of Cyan. b. The employees shall not take part in, subscribe 5. Business/Work Ethics in aid of, or assist in any way, any political a. Respect fellow colleagues and work as a team. movement that is in disinterest of Cyan. They shall at all times be courteous and not let any personal differences affect their work. 2. Integrity a. Conduct themselves with the highest standards b. Ensure good attendance and punctuality and of ethics, professional integrity and dignity in all demonstrate a consistently good record in this dealings with the public, clients, investors and area. employees, and not engage in acts discreditable to Cyan and the profession. If they become c. Maintain a standard of personal hygiene and aware of any irregularity that might affect the dress appropriately for attendance at work. interests of Cyan, they shall inform the senior management immediately. d. As a personal responsibility, safeguard both the tangible and intangible assets of Cyan that are b. Maintain all books, data, information and under their personal control and shall not use records with scrupulous integrity, reporting in Cyan assets for their personal benefits except an accurate and timely manner all transactions/ where permitted by Cyan. reports. e.
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