Lalpir Power Title

ANNUAL REPORT 2018 LALPIR POWER LIMITED CONTENTS Company Profile .........................................................................................................03 Vision Statement ........................................................................................................04 Mission Statement ......................................................................................................04 Notice of Annual General Meeting ...............................................................................06 Organization Chart ......................................................................................................20 Chairman’s Review .................................................................................................... 21 Chairman’s Review (Urdu) .......................................................................................... 22 Director’s Profile ..........................................................................................................23 Directors’ Report ........................................................................................................25 Directors’ Report (Urdu) ..............................................................................................33 Financial Data .............................................................................................................39 Vertical Analysis ..........................................................................................................40 Performance Review ...................................................................................................41 Pattern of Shareholders ..............................................................................................42 Statement of Compliance with the Code of Corporate Governance ............................46 Review Report to the Members on Statement of Compliance With Best Practices of Code of Corporate Governance ..............................................48 Auditors’ Report To The Members ..............................................................................50 Statement of Financial Position ...................................................................................54 Statement of Profit or Loss and Other Comprehensive Income ...................................56 Statement of Cash Flows ............................................................................................57 Statement of Changes in Equity ..................................................................................58 Notes to the Financial Statements ..............................................................................59 Form of Proxy 2018 1 THE COMPANY Lalpir Power Limited (“the Company”) was incorporated in Pakistan on 8 May 1994 under the Companies Ordinance, 1984 (now the Companies Act, 2017). 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 Habib Bank Limited Mr. Mahmood Akhtar ........... Chief Executive Officer The Bank of Punjab Mr. Aurangzeb Firoz United Bank Limited Mr. Jawaid Iqbal Allied Bank Limited Mr. Muhammad Azam National Bank of Pakistan Mr. Tanvir Khalid Bank Alfalah Limited Mr. Inayat Ullah Niazi 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. Tanvir Khalid Al Baraka Bank (Pakistan) Limited Pakbrunei Investment company Meezan Bank Limited HUMAN RESOURCE & Silk Bank Limited REMUNERATION(HR &R) COMMITTEE AUDITOR OF THE COMPANY Mr. Jawaid Iqbal .................. Chairman Mian Hassan Mansha Riaz Ahmad & Co. Mr. Inayat Ullah Niazi Chartered Accountants 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, Central Depository Company of Pakistan Limited Lahore-Pakistan CDC House,99-B, Block-B, S.M.C.H.S UAN: 042-111-11-33-33 Shahra-e-Faisal, Karachi – 74400 Tel: (92-21) 111-111-500 HEAD OFFICE Fax: (92-21) 34326053 1-B, Aziz Avenue, Gulberg-V, PLANT Lahore- Pakistan Tel:042-35717090-96 Mehmood Kot, Muzaffargarh, Fax:042-35717239 Punjab – Pakistan. 2018 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 2018 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, 2019 (Tuesday) at 11:00 A.M. at The Nishat Hotel (Emporium Mall), Trade and Finance Centre, 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, 2018 together with the Directors’ and Auditors’ reports. 2. To approve Final Cash Dividend @ 10% [i.e. Re. 1/- (Rupee One Only) per Ordinary Share as recommended by the Board of Directors. 3. To appoint statutory Auditors for the year ending 2019 and fix their remuneration. 4. Special Business:- To consider and if deemed fit, to pass the following resolutions as Special Resolutions under Section 199 of the Companies Act, 2017, as recommended by the Board of Directors with or without modification, addition(s) or deletion(s). A) 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, 6 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. B) “Resolved that approval of the members of Lalpir Power Limited (the “Company”) be and is hereby accorded in terms of Section 199 and other applicable provisions of the Companies Act, 2017, and the Company be and is hereby authorized to invest up to PKR 200 Million (Rupees Two Hundred Million Only) from time to time in Nishat Hotels and Properties Limited (“NHPL”), an associated company, for subscribing at Par, fully paid up 20,000,000 ordinary shares of PKR 10 each of NHPL, subject to all other regulatory approvals, as applicable. “Resolved Further that this resolution shall be valid for a period of three (3) years starting from the date of approval by members and 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, take any or all necessary actions including signing and execution of agreement(s) and to complete all legal formalities as may be necessary or incidental expedient for the purpose of implementing the aforesaid resolutions.” “Resolved Further that subsequent to the above said equity investment, Chief Executive and/ or Company Secretary be and are hereby authorized singly to dispose off, through any mode, a part or all of equity investments made by the Company from time to time as and when deemed appropriate and necessary in the best interest of the Company and its shareholders.” Statement under Section 134(3) of the Companies Act, 2017 concerning special business is annexed to the notice of meeting circulated to the members of the Company. By order of the Board LAHORE (KHALID MAHMOOD CHOHAN) March 22, 2019 COMPANY SECRETARY NOTES: 1. BOOK CLOSURE NOTICE:- The Ordinary Shares Transfer Books of the Company will remain closed from 22-04-2019 to 30-04-2019 (both days inclusive) for entitlement of 10% Final Cash Dividend [i.e Re. 1/- (Rupee 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, 2019 at Share Registrar, Central Depository Company of Pakistan, Limited 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. 2018 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

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