LALPIR POWER LIMITED always and everywhere well connected annual report 2020 CONTENTS Company Profle .........................................................................................................03 Vision Statement ........................................................................................................04 Mission Statement ......................................................................................................04 Notice of Annual General Meeting ...............................................................................06 Organization Chart ......................................................................................................32 Chairman’s Review .................................................................................................... 33 Chairman’s Review (Urdu) .......................................................................................... 34 Director’s Profle ..........................................................................................................35 Directors’ Report ........................................................................................................37 Directors’ Report (Urdu) ..............................................................................................43 Financial Data .............................................................................................................49 Vertical Analysis ..........................................................................................................50 Performance Review ...................................................................................................51 Pattern of Shareholders ..............................................................................................52 Statement of Compliance with the Code of Corporate Governance ............................56 Review Report to the Members on Statement of Compliance With Best Practices of Code of Corporate Governance ..............................................59 Auditors’ Report To The Members ..............................................................................61 Statement of Financial Position ...................................................................................64 Statement of Proft or Loss and Other Comprehensive Income ...................................66 Statement of Changes in Equity ..................................................................................67 Statement of Cash Flows ............................................................................................68 Notes to the Financial Statements ..............................................................................69 Form of Proxy 2020 1 THE COMPANY Lalpir Power Limited (“the Company”) was incorporated in Pakistan on 8 May 1994 under the repealed Companies Ordinance, 1984 (now the Companies Act, 2017). The registered offce is situated at 53-A, Lawrence Road, Lahore. The principal activities of the Company are to own, operate and maintain an oil fred 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. Aurangzeb Firoz The Bank of Punjab Mr. Jawaid Iqbal Mr. Muhammad Azam United Bank Limited Mr. Inayat Ullah Niazi Allied Bank Limited Mrs. Hajra Arham National Bank of Pakistan Mr. Mahmood Akhter Bank Alfalah Limited CHIEF EXECUTIVE OFFICER Faysal Bank Limited Askari Bank Limited Mr. Mahmood Akhtar Habib Metropolitan Bank Limited AUDIT COMMITTEE MCB Bank Limited Bank Islami Pakistan Limited Mr. Jawaid Iqbal .................. Chairman Standard Chartered Bank (Pakistan) Limited Mr. Inayat Ullah Niazi Al Baraka Bank (Pakistan) Limited Mrs. Hajra Arham Meezan Bank Limited HUMAN RESOURCE & Silk Bank Limited REMUNERATION(HR &R) COMMITTEE Mr. Jawaid Iqbal .................. Chairman AUDITOR OF THE COMPANY Mian Hassan Mansha Mr. Inayat Ullah Niazi Riaz Ahmad & Co. Chartered Accountants CHIEF FINANCIAL OFFICER LEGAL ADVISOR OF THE COMPANY Mr. Awais Majeed Khan Mr. M. Aurangzeb Khan COMPANY SECRETARY Advocate High Court Mr. Khalid Mahmood Chohan REGISTERED OFFICE SHARE REGISTRAR 53-A, Lawrence Road, CDC Share Registrar Services Limited Lahore-Pakistan CDC House,99-B, Block-B, S.M.C.H.S UAN: +92-42-111-11-33-33 Shahra-e-Faisal, Karachi – 74400 Fax:+92-42-36367-414 Tel: +92-21-111-111-500 Fax: +92-21-34326053 HEAD OFFICE PLANT 1-B, Aziz Avenue, Gulberg-V, Lahore- Pakistan Mehmood Kot, Muzafargarh, Tel: +92-42-35717090-96 Punjab – Pakistan. Fax:+92-42-35717239 2020 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 2020 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 Monday, April 26, 2021 (Monday) 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, 2020 together with the Chairman Review, 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 of the Company in addition to the 12.50% 1st Interim and 10% 2nd Interim Dividends already declared and paid. 3. To appoint statutory Auditors of the Company for the year ending 2021 and fx their remuneration. The Board and Audit Committee have recommended the name of M/s Riaz Ahmad & Co., Chartered Accountants, the retiring auditors, for appointment as Auditors of the Company. 4. Special Business:- To consider and if deemed ft, 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 modifcation, 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 renewal of 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 (One) Month KIBOR plus 1% (which shall not 6 be less than the average borrowing cost of the Company) and as per other terms and conditions disclosed to the members. FURTHER RESOLVED the Chief Executive Ofcer and/or Chief Financial Ofcer 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 fle all necessary documents as may be necessary or incidental for the purpose of implementing the aforesaid resolution. B) 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 renewal of investment up to PKR 500,000,000/- (Rupees Five Hundred Million Only) in the form of working capital loan extended to Nishat Hotels and Properties Limited (“NHPL”), 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 (One) Month KIBOR plus 1% (which shall not be less than the average borrowing cost of the Company) and as per other terms and conditions disclosed to the members. FURTHER RESOLVED the Chief Executive Ofcer and/or Chief Financial Ofcer 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 fle all necessary documents as may be necessary or incidental for the purpose of implementing the aforesaid resolutions. C) 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 make long term investment of up to PKR 300 Million (Rupees Three Hundred Million Only) from time to time in Nishat Hotels and Properties Limited (“NHPL”), an associated company, for acquiring at Par value of Rs. 10 each, fully paid up 30,000,000 ordinary shares of NHPL. FURTHER RESOLVED 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 Ofcer and/or Chief Financial Ofcer 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. FURTHER RESOLVED that subsequent to the above said equity investment, Chief Executive and/ or Company Secretary be and are hereby authorized singly to dispose of, through