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PROSPECTUS
Public Offer of 2nd Issue of Rated, Listed and Secured Term Finance Certificates (Engro Rupiya Certificates - 2nd Issue) of PKR 2,000 Million With Green Shoe Option of Additional PKR 1,000 million
Instrument Rating AA (Double A) Entity Rating AA (Double A) By The Pakistan Credit Rating Agency Limited (PACRA)
EPS GoP Interim Period Interim Profit IPO IPP Issue Date Issue KSE LSE OUTSTANDING ISSUE PRICE
Page Number PART I 1. APPROVALS, CONSENTS AND LISTING ON THE STOCK EXCHANGES PART II 2. TERM FINANCE CERTIFICATES AND RELATED MATTERS PART III 3. COMMISSIONS, BROKERAGE AND OTHER EXPENSES OF THE ISSUE PART IV 4. HISTORY AND PROSPECTS PART V 5. FINANCIAL INFORMATION & CREDIT RATING REPORT PART VI 6. TRUSTEE AND SECURITY PART VII 7. MANAGEMENT OF THE COMPANY PART VIII 8. MISCELLANEOUS INFORMATION PART IX 9. APPLICATION AND ALLOTMENT INSTRUCTIONS PART X 10. SIGNATORIES TO THE PROSPECTUS PART XI 11. MEMORANDUM OF ASSOCIATION PART XII 12. APPLICATION FORM PART XIII 13. REDEMPTION NOTICE
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Profit payment frequency Semi Annually Profit Accrual Minimum Investment Denomination of TFC Subscription Period TFC Schedule From the Date of Investment Rs. 25,000/Rs. 5,000/- or in multiples thereof 3 months Date of opening of subscription period Date of closing of subscription period Date of Interim Profit Payment1 Issue Date First Profit Payment Second Profit Payment Third Profit Payment Fourth Profit Payment Fifth Profit Payment Sixth and Final Profit Payment Principal Repayment in full Maturity Date First come first served TFCs may be held either in physical form or in book entry (scrip-less) form through CDS of CDCPL 100% of the principal amount in the thirty-sixth (36th) month (For details refer to para 2.14) The investors/TFC holders may ask the Company for early redemption at anytime from the Date of Investment subject to a service charge of 2% of the Outstanding Issue Price and 15 day prior notice (For details refer to para 2.14.2) June 01, 2011 August 31, 2011 September 15, 2011 September 16, 2011 March 15, 2012 September 15, 2012 March 15, 2013 September 15, 2013 March 15, 2014 September 15, 2014 September 15, 2014 September 15, 2014
Allotment basis Holding of TFCs Principal Redemption Put Option (Early Redemption)
Trustee
Registrar & Transfer Agent Central Depository Company of Pakistan Limited (CDCPL) Entity Rating Instrument Rating Risk Factors Listing Pre-IPO Underwriting AA (Double A) by PACRA (For details refer to para 5.6) AA (Double A) by PACRA (For details refer to para 5.6) For details refer to para 4.4 Karachi Stock Exchange (KSE), Lahore Stock Exchange (LSE) None None
b) c)
d)
1.4.
LISTING ON STOCK EXCHANGES Application has been made to KSE and LSE for permission to deal in and for quotation of TFCs of the Company. If, for any reason, the application for listing is not accepted by both KSE and LSE, the Company undertakes to publish immediately in the press a notice to that effect and thereafter to refund the subscription money with markup at 14.5% per annum and if any such money is not refunded within eight days after the Company becomes liable to refund it, the directors of the Company shall be liable to refund the money from the expiration of the said eight day together with surcharge at the rate of 1.5% per month as required under the provisions of Section 72 of the Ordinance.
http://www.savings.gov.pk/nsb.asp http://www.sbp.org.pk/ecodata/Auction-Investment.pdf
ADDITIONAL INSTRUCTIONS FOR FOREIGN/NON-RESIDENT INVESTORS 1. In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicants letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of memorandum of association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the bank manager/officer in the country of applicants residence. Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the State Bank of Pakistans Foreign Exchange Manual.
2. 2.5.
MINIMUM AMOUNT OF APPLICATIONS AND BASIS OF ALLOTMENT OF TFCs a) b) c) The minimum amount of application for subscription of TFCs is PKR 25,000/Applications for TFCs below the aggregate face value of PKR 25,000/- will not be entertained. Applications for TFCs by the general public, including institutions and individuals, must be made for a minimum of the aggregate face value of PKR 25,000/- or in multiples of PKR 5,000/- for amounts above PKR 25,000/-. Allotment of TFCs will be made on first come first served basis and applications for subscription of TFCs will not be accepted once the target amount of PKR 2,000 million with green-shoe option of additional PKR 1,000 million is subscribed. In case Bankers to the Issue on any given day accept subscriptions which result in the target amount being exceeded, then all applications in excess of the target amount will be returned to the applicants along with profit at the rate of 14.5% per annum for the number of days for which such applicants are deprived of their money plus a further three (3) days profit at the same rate. Therefore, there will be no oversubscription. In order to ensure that allotment of TFCs is made to the applicants on first come first served basis, the Bankers to the Issue shall mark each Subscription Application with the date and time of their receipt. The applications not marked with date and time of receipt shall be accommodated after all the applications properly marked with date and time are accommodated. Allotment of TFCs shall be subject to scrutiny of applications for subscription.
d)
e)
2.11. PRINCIPAL PURPOSE FOR THE USE OF SUBSCRIPTION MONEY The subscription money, as and when received by the Bankers to the Issue, shall be transferred to the designated bank account of the Company and will be mostly utilized to provide subordinated loans to its subsidiaries including Fertilizer, PowerGen, and Foods to replace their existing debt already drawn or to be drawn. Some of the proceeds will also be retained by the Company to provide funds for servicing redemptions, if any, arising from the issuance of the TFC. 2.12. REGISTERED INSTRUMENT TFCs will be in registered form and the Company shall maintain or cause to be maintained a register of TFC holders. 2.13. INTEREST OF TFC HOLDERS None of the TFC holders have any special or other interest in the property or profit of the Company other than that as holders of the TFC certificates of the Company. 2.14. REDEMPTION OF TFCs A register for TFC holders will be maintained or cause to be maintained by the Company. The register will be closed for a period of 7 days prior to the profit payment date. The company will give a minimum of 14 days notice to the Exchange prior to the Book Closure for Profit payments. Investors can redeem TFCs earlier than maturity by exercising Put option (see para 2.14.2) or the TFCs will redeem as per schedule detailed in para 2.14.1.
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The redemption schedule for TFCs subscribed on the opening date of subscription and held till Maturity, of an aggregate face value of PKR 25,000 based on profit rate of 14.5% per annum is set out in the table below:
Principal Months Redemption 0 6 12 18 24 30 36 25,000 Total 25,000 Profit @ 14.5% 1,057.29 1,812.50 1,812.50 1,812.50 1,812.50 1,812.50 1,812.50 11,932.29 Zakat @ Withholding 2.5% Tax @ 10% 105.73 181.25 181.25 181.25 181.25 181.25 625.00 181.25 625.00 1,193.23 Total Principal Principal Payment Payment in % Outstanding 951.56 0.00% 25,000 1,631.25 0.00% 25,000 1,631.25 0.00% 25,000 1,631.25 0.00% 25,000 1,631.25 0.00% 25,000 1,631.25 0.00% 25,000 26,006.25 100.00% 35,114.06 100.00%
Notes: The above redemption schedule includes interim profit payment of PKR 1,057.29 for the period from the opening date of subscription till the Issue Date The above redemption schedule includes deduction of Zakat and Withholding Tax. For applicability of these, please refer to para 2.16 and 2.18 below respectively. The above redemption may be subject to Income Tax. For its applicability, please refer to para 2.17.
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In case of TFCs held in CDS, TFC holders can exercise the Put Option as per the Central Depository Company of Pakistan Limited Regulations. TFCs applied for redemption will not be tradable in the secondary market. In case of physical certificates, the investor will have to surrender the certificates along with the redemption notice. TFCs held in CDS will be cancelled when the redemption notice is received by the Company. By way of an example, the redemption schedule for TFCs subscribed on the opening date of subscription for an aggregate face value of PkR 25,000 based on profit rate of 14.5% per annum and redeemed at the end of 27th month from the Issue Date is set out in the table below:
Principal Months Redemption 0 6 12 18 24 27 24,500 Total 24,500 Profit @ 14.5% 1,057.29 1,812.50 1,812.50 1,812.50 1,812.50 906.25 9,213.54 Zakat @ Withholding 2.5% Tax @ 10% 105.73 181.25 181.25 181.25 181.25 612.50 90.63 612.50 921.35 Total Principal Principal Payment Payment in % Outstanding 951.56 0.00% 25,000 1,631.25 0.00% 25,000 1,631.25 0.00% 25,000 1,631.25 0.00% 25,000 1,631.25 0.00% 25,000 24,703.13 98.00% 32,179.69
Notes: The above redemption schedule includes interim profit payment of PKR 1,057.29 for the period from the opening date of subscription till the Issue Date The above redemption schedule includes deduction of Zakat and Withholding Tax. For applicability of these, please refer to para 2.16 and 2.18 below, respectively. The above redemption may be subject to Income Tax. For its applicability, please refer to para 2.17. The above redemption schedule includes deduction of a service charge of 2% of the outstanding Issue Price of the TFC. Profit will be paid to the TFC holder till the date the Company pays the redemption amount and will be computed on 365 day year basis. PLEASE NOTE THAT THE ISSUER HAS NO CALL OPTION.
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2.15. REDEMPTION RESERVE In view of the secured nature and good credit rating (AA), the Company is expected to have adequate funds to meet its financial obligations arising from the issue of TFCs. Therefore, no redemption reserve is being created for the redemption of TFCs. 2.16. DEDUCTION OF ZAKAT Zakat is deductible in case of TFCs held by Muslim citizens of Pakistan, except where a statutory declaration of exemption is filed, and in case of certain non-corporate entities such as Trusts, Funds (subject to being qualified for non-deduction of Zakat in terms of the Zakat and Ushr Ordinance, 1980) etc. Zakat shall be deducted at the time of redemption of the principal amount of the TFCs or on the market value based on the closing rate on KSE on the first day of Ramzan, whichever is lower, at the rate of 2.50% on such dates as the concerned TFC becomes due for redemption in a Zakat year. 2.17. INCOME TAX Any income derived from the Term Finance Certificates shall be subject to income tax as per the Income Tax Ordinance, 2001. According to this Ordinance, the tax shall be deducted @ 10% of the gross amount of profit paid as per the First Schedule, Part 3, Division 1, Para (a), and shall be deemed to be the final discharge of tax liability on the profit arising to a tax payer other than a company, under subsection 3 of Section 151 of the Income Tax Ordinance, 2001. Currently, there is an additional surcharge of 15% of the total income tax amount which is applicable till June 30, 2011. Subsequent tax rates will be applicable as per the then prevailing rates. 2.18. DEDUCTION OF WITHHOLDING TAX Engro Corp. is required to withhold tax at the rate of 10% (or the then prevailing rate), from profit payments to all investors except companies and resident individuals whose investment amount is up to PKR 150,000 under Clause 59, part (IV), Second Schedule of Income Tax Ordinance 2001. Currently, there is an additional surcharge of 15% of the total income tax amount which is applicable till June 30, 2011. Subsequent tax rates will be applicable as per the then prevailing rates.
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2.21. MARKET MAKING The TFCs will be listed on KSE and LSE. JS Global Capital Limited will act as Market Maker for the issue. The role of the market maker will be to offer bid & ask quotes for the TFCs at a spread of 0.50% and 1.50% in yield, or equivalent price terms, for marketable or non-marketable lots respectively. Price will be determined by market maker in light of prevailing liquidity, interest rates and credit risk on the issuer. Marketable lots are defined as any amount upto PKR 1 million face value with minimum face value of PKR 25,000 and Non-Marketable lots are defined as any amount less than PKR 25,000 face value or more than PKR 1 million face value. Market Maker will trade TFCs which are either available for transfer with CDS or physically in the form of printed certificates. 2.22. DISCLOSURE OF DEFERRED TAXATION Deferred tax is recognized using the balance sheet method, providing for all temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. The balance of deferred tax liability for Engro Corporation Limited as at December 31, 2010 is PKR 1,297. Break up is as follows: Accelerated depreciation Retirement & other Service benefits Amounts in 000 PKR 1,822 PKR (525) PKR 1,297
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In March 2011, there has been a 20% bonus issue which has increased the total shareholding to 393,284,183 shares. Engro Corporation Limited is listed on the Karachi, Lahore and Islamabad stock exchanges and has a total paid-up capital1 of PKR 3,277.37 million where as total market2 capitalization stood at PKR 63,518.67 million. As a testament to Engro Corp.s blue chip corporate status, the Company has been a frequent winner of the Corporate Excellence Award of the Management Association of Pakistan as well as the Top 25 Companies Award of the Karachi Stock Exchange. Further, Engro Corps corporate and social responsibility initiatives have been recognized internationally at various forums. Engro Corporation Limited has diverse business interests in fertilizer, PVC, bulk chemical storage, food processing, power generation etc. through various subsidiaries and joint ventures. The following is a summary financial snapshot of Engro Corporation Limited on a consolidated basis:
1 2
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2005 18,757 2,279 7,541 14,397 6,856 1,529 12.15 30.22 49.31 14.91 11.00 164.45 11.03
*As of 31 December
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The Board of Directors Engro Corporation Limited 7th & 8th Floor, The Harbour Front Building HC No. 3, Marine Drive, Block 4, Clifton Karachi 75600, Pakistan
Dear Sirs
AUDITORS REPORT UNDER SECTION 53(1) READ WITH CLAUSE 28 OF SECTION 2 OF PART I OF THE SECOND SCHEDULE TO THE COMPANIES ORDINANCE, 1984 FOR THE PURPOSE OF INCLUSION IN THE PROSPECTUS FOR TERM FINANCE CERTIFICATES BY ENGRO CORPORATION LIMITED We have, for the purpose of reporting under section 53(1) read with clause 28 of Section 2 of Part I of the Second Schedule to the Companies Ordinance, 1984, reviewed the audited unconsolidated financial statements of Engro Corporation Limited (the Company) and the audited consolidated financial statements of the Company and its subsidiaries (the Group) for the five years ended December 31, 2006 to December 31 2010, for inclusion in the prospectus for proposed issue of rated, listed and secured Term Finance Certificates by the Company. The financial statements of the Company and the Group for the years ended December 31, 2006 to December 31, 2008 were audited by KPMG Taseer Hadi & Co., Chartered Accountants whereas the financial statements for the years ended December 31, 2009 and December 31, 2010 have been audited by us. The auditors issued an unqualified opinion on the financial statements for the year ended December 31, 2006. Whereas for the years ended December 31, 2007, 2008, 2009 and 2010, the auditors opinion was also unqualified in all respects except that due to a fire at the Companys premises on August 19, 2007, certain records, documents and books of accounts of the Company relating to prior years were destroyed. Records in electronic form remained intact and certain hard copy records relating to financial year 2006 have not been recreated. Further, the auditors report for the years 2007, 2008 and 2009 included an emphasis of matter paragraph that the Company has recognized the effect of acquisition of taxable losses of a subsidiary company, pending designation from the Securities and Exchange Commission of Pakistan (SECP) as company entitled for Group Relief under the Income Tax Ordinance, 2001. As disclosed in the 2010 financial statements, the subsidiary company during the year was designated as part of the Group of Engro Corporation Limited by the SECP and the Companys appeal against the disallowance of the aforementioned Group Relief was also decided in the Companys favour by the Appellate Tribunal for the years ended December 31, 2006 and 2007. No emphasis of matter paragraph has been included in the auditors report for the year ended December 31, 2010.
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100%
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1.1
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65,642,000
65,642,000
857,000 242,000
857,000 242,000
1.2.2 In addition to above, the Company has also issued a corporate guarantee to International Finance Corporation (IFC) for USD 80,000 under the Amended Agreement entered into by the Subsidiary Company with IFC. As at December 31, 2010, USD 50,000 has been availed while USD 30,000 is still undisbursed. Further, IFC has an option to convert a tranche of the disbursed loan amounting to USD 15,000, into ordinary shares of the Company at Rs. 205 per ordinary share (Rs.186.84 as at December 31, 2010) calculated at the dollar rupee exchange rate prevailing on the business day prior to the date of notices issued by IFC to exercise the conversion option. Such option is to be exercised within a period of no more than five years from the date of disbursement of loan. The Company has entered during the year into an agreement with the Subsidiary Company that in the event IFC exercises the aforementioned conversion option, the IFC loan amount then outstanding against the Subsidiary Company would stand reduced by the conversion option amount and the Subsidiary Company would pay the rupee equivalent of the corresponding conversion amount to the Company which would simultaneously be given to the Subsidiary Company as a subordinated loan, carrying mark-up payable by the Company for rupee finances of like maturities plus a margin of 1%. The effect of IFC conversion in substance would result in a loan from the Company having the same repayment terms / dates as that of the extinguished loan of IFC i.e. three half yearly installments commencing from September 15, 2015. 1.2.3 The Company has provided Corporate Guarantee amounting to USD 10,000 issued to Allied Bank Limited to open DSRA letter of credit in favour of the Subsidiary Companys senior long term lenders. 1.2.4 Project completion support to lenders The Company has extended project completion support to the lenders of Engro Powergen Qadirpur Limited (formerly, Engro Energy Limited), a subsidiary of Engro PowerGen Limited for US$ 15,400. The project support is contingent upon occurrence or non-occurrence of specified future events. The project is complete and lender NOCs are awaited.
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143,732
(iii)
Avanceon LP (USA), a subsidiary of Avanceon Limited, is obligated under non-cancellable operating leases for computer & office equipment which expire at various dates through 2011. The future lease commitments related to non-cancellable operating leases as of December 31, 2010 are as follows: Rupees Not later than one year Later than one year and not later than five years Later than five years 1,212 1,212
(iv)
Avanceon Limited leases its facilities from Cornerstone Investments (a related party) under an operating lease at a monthly rental of Rs. 2,349. The lease shall expire on April 30, 2011 and future commitments in respect thereof amounts to Rs. 9,396 all of which are due not later than one year. The Subsidiary Company (Engro Polymer and Chemicals Limited) has entered into operating lease arrangements with Al-Rahim Trading Terminal and Dawood Hercules Limited - a related party, for storage and handling of Ethylene Di Chloride (EDC) and Caustic soda, respectively. The total lease rentals due under these lease arrangements are payable in monthly installments till July 31, 2019. The future aggregate lease payments under these arrangements are as follows: Rupees Not later than one year Later than one year and not later than five years Later than five years 59,840 57,600 50,400 167,840
(v)
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Net sales Cost of sales GROSS PROFIT Selling and distribution expenses
17,601,783 (13,364,524) 4,237,259 (1,481,730) 2,755,529 970,600 368,254 (287,176) (362,551) (649,727) 3,444,656 (897,330) 2,547,326
Dividend income Royalty income Administrative expenses Other operating income Other operating expenses Finance cost
1,640,000 257,584 (388,652) 433,947 (38,773) (92,131) (130,904) 1,811,975 (136,016) 1,675,959
Note: 1. The above figures are as reported in the respective years published financial statements except certain items that have been rearranged for consistency of classification. Effective January 1, 2010, Engro Corporation Limited now functions as a Holding Company consequent to demerger of the Fertilizer Undertaking to the Subsidiary Company, Engro Fertilizers Limited, through a Scheme of Arrangement, as referred to in section 5.1.1. For earnings per share, refer section 6 of this report.
2.
3.
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3.
ENGRO CORPORATION LIMITED AND ITS SUBSIDIARY COMPANIES (THE GROUP) CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEARS ENDED DECEMBER 31, 2006 TO DECEMBER 31, 2010
2010 Year ended December 31, 2009 2008 2007 Rupees 58,152,368 (44,658,196) 13,494,172 40,973,047 (30,111,348) 10,861,699 34,120,611 (26,138,366) 7,982,245 2006
Net sales Cost of sales GROSS PROFIT Selling and distribution expenses
(8,289,680) 11,983,955
Share of income from joint venture PROFIT BEFORE TAXATION Taxation PROFIT AFTER TAXATION
Attributable to : - Owners of the Company - Non Controlling Interest 6,790,049 (349,047) 6,441,002 3,806,918 (88,116) 3,718,802 4,125,754 80,936 4,206,690 2,876,520 (42,732) 2,833,788 2,106,891 31,951 2,138,842
Note: 1. The above figures are as reported in the respective years published financial statements except certain items that have been rearranged for consistency of classification. For earnings per share, refer section 6 of this report.
2.
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5.
SIGNIFICANT DISCLOSURES MADE IN THE NOTES TO THE PUBLISHED FINANCIAL STATEMENTS OF THE COMPANY AND THE GROUP FOR THE RELEVANT FINANCIAL YEARS We reproduce below the significant disclosures made in the notes to the financial statements of the Company and the Group for the relevant years ended December 31, 2006 to December 31, 2010:
5.1 5.1.1
Financial statements for the year ended December 31, 2010 Scheme of Arrangement The Board of Directors in their meeting on April 28, 2009 decided to divide the Company into two companies by separating its fertilizer undertaking from the rest of the undertaking that was to be retained in the Company (Retained Undertaking). In this regard, a wholly owned subsidiary namely Engro Fertilizers Limited was incorporated on June 29, 2009. The division was effected on January 1, 2010 (the Effective Date) through a Scheme of Arrangement (the Scheme) whereby: the Fertilizer Undertaking has been transferred and vested in Engro Fertilizers Limited against the issuance of ordinary shares of Engro Fertilizers Limited to the Company (section 5.1.2); and the retention of the Retained Undertaking in the Company along with the change of name of the Company to Engro Corporation Limited. Engro Corporation Limited henceforth will function as a Holding Company to oversee the business of the new fertilizer subsidiary as well as business of its other existing subsidiaries/associates.
5.1.2
Bifurcated Balance Sheet as at January 1, 2010 In order to determine the net assets of the Retained Undertaking and the Fertilizer Undertaking for the aforementioned transfer / demerger of the Company, the assets and liabilities of the Company as at January 1, 2010 were bifurcated, as per the Scheme, between the Fertilizer Undertaking and Retained Undertaking.
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Rupees Total assets Less: Total liabilities Net assets transferred to Engro Fertilizers Limited Add: Hedging reserve (negative) - refer note below Adjustment pertaining to transfer of Fertilizer Undertaking 76,695,164 66,565,739 10,129,425 609,719 10,739,144
Engro Fertilizers Limited in return issued 9,999,993, in addition to existing 7, fully paid ordinary shares of Rs. 10 each plus share premium to the Company against the aforementioned adjustment as follows:
Hedging Reserve As per the Scheme of Arrangement, the hedging reserve and revaluation surplus/reserves as at January 1, 2010 is to be transferred to Engro Fertilizers Limited, whereas only the revaluation surplus/reserves (hedging reserve omitted) is to be deducted by Engro Fertilizers Limited from the net assets so transferred to determine the share premium amount over and above the Rs. 100,000 share capital. Such omission of hedging reserve created a difference of an equivalent amount in the balance sheet. Therefore, this being an inadvertent omission in the Scheme of Arrangement, the management has also included the hedging reserve (negative) in the determination of share premium to eliminate the aforementioned difference. Further, in the opinion of the Companys management, supported by the legal advisor, the need for amendment to the Scheme of Arrangement in respect of such inclusion of hedging reserve does not arise as it does not in any way adversely affect the interest of the shareholders or creditors. 5.1.3 Investment in subsidiaries The Company, during the year, transferred 272,000,000 ordinary shares of Rs. 10 each (85% of share capital) in Engro Powergen Qadirpur Limited (formerly, Engro Energy Limited) to Engro PowerGen Limited, a wholly owned subsidiary of the Company, against cash consideration, on account of the Company's overall restructuring of its business to enable all direct subsidiaries to operate as holding companies for their respective lines of business. With regard to the remaining 10% holding, the Company may divest it but no firm decision has been taken as at December 31, 2010. During the year, the Company also subscribed to: 80,410,000 right shares of Rs. 10 each at par, issued by Engro Polymer and Chemicals Limited; 30,466,000 right shares of Rs. 10 each at a premium of Rs. 90 per share, issued by Engro PowerGen Limited; and 157,700,000 right shares of Rs. 10 each at par, issued by Engro Foods Limited.
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5.2.1 Scheme of Arrangement The Board of Directors of the Company in their meeting of April 28, 2009 decided to divide the Company into two companies by separating its fertilizer undertaking from the rest of the undertaking that is to be retained in the Company as more fully explained in section 5.1.1 & 5.1.2. The de-merger required the approval of the High Court of Sindh. After obtaining the requisite approvals from the creditors and the shareholders of the Company, the High Court approved the Scheme of Arrangement (Scheme) on December 9, 2009. The Scheme came into effect on January 1, 2010 (Effective Date). 5.2.2 Subsidiary Companies Engro Fertilizers Limited and Engro Eximp (Private) Limited Consequent to restructuring of its businesses by the Company, effective January 1, 2010, the entire trading operations of fertilizer business of the Company (i.e purchase of fertilizers from the Engro Eximp (Private) Limited (EXIMP) and sale to dealers) has been transferred to EXIMP. Accordingly, the stock in hand of the Company as at December 31, 2009 of goods purchased from the EXIMP has been returned. Effective January 01, 2010, Engro Fertilizer Limited, will act as the selling agent of EXIMP. Engro Polymer & Chemicals Limited The new PVC plant commenced commercial production on January 1, 2009. Further, on August 1, 2009, the Subsidiary Company commenced commercial operations of Ethylene Di Chloride (EDC), Chlor-alkali and Power plants (Gas turbines). The Vinyl Chloride Monomer (VCM) plant is still in the test production phase. These plants have been set up adjacent to the Subsidiary Companys existing PVC facilities in the Port Qasim Industrial Area. Furthermore, during the year, the Subsidiary Company has also commenced supply of surplus power generated from Power plants to Karachi Electric Supply Corporation (KESC), under an agreement. Engro Energy Limited The Shareholders in the Extraordinary General Meeting (EOGM) held on November 27, 2009 have consented to the Companys proposed transfer of 304 million ordinary shares of Rs. 10 each in Engro Energy Limited, to Engro PowerGen Limited (EPL) in exchange for the same number of fully paid-up shares of EPL. Such a transfer, to be effected upon completion of legal and other formalities, is on account of the Companys overall restructuring of its businesses to enable all direct subsidiaries to operate as holding companies for their respective lines of business.
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5.3.1 Investment in subsidiaries The following investments were made in the subsidiary companies during the year: Name of Subsidiary Engro Energy Limited Engro Foods Limited Engro PowerGen Limited Rupees 1,362,275 1,950,000 15,100
During the year, percentage of investment in Engro Polymer and Chemicals Limited decreased from 65.92% to 56.19% while investment in Engro Energy Limited decreased from 100% to 95%. During the year, the Company incorporated a wholly owned subsidiary by the name of Engro PowerGen Limited with the objective to undertake power projects, by investing Rs. 15,100.
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5.4.1 Investment in subsidiaries The following investments were made in the subsidiary companies during the year: Name of Subsidiary Engro Energy (Private) Limited Engro Foods Limited Engro Polymer and Chemicals Limited Engro Innovative Automation (Private) Limited Rupees 1,579,725 797,500 1,429,661 300,000
During the year, percentage of investment in Engro Polymer and Chemicals Limited (formerly Engro Asahi Polymer and Chemicals Limited) has decreased from 80% to 65.92% while investment in Engro Innovative Automation (Pvt) limited has increased from 51% to 62.67%. 5.4.2 Significant Event During the third quarter of the financial year, a fire broke out at PNSC Building, Karachi where the Head Offices of the Company and some of its Subsidiaries were located. Immediately following this event the Company and its Subsidiaries whose Head Office were located at PNSC building, launched their Disaster Recovery Plan due to which operational disruption and financial impact resulting from this incident remained minimal.
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During the year, the Company has incorporated a wholly owned subsidiary by the name of Engro Energy (Private) Limited with the objective to undertake energy related businesses including setting up Independent Power Projects. The Company also acquired 30% shareholding from Asahi Glass Company (AGC) of Japan in December 2006 resulting in the holding of the Company increasing from 50% to 80% in EAPCL which became its subsidiary. This acquisition resulted in a net fair value adjustment (negative goodwill) of Rs. 392,506 out of this amount of Rs. 197,316 pertaining to 50% of equity already held was taken to equity and Rs. 195,190 pertaining to 30% of equity acquired was taken to other income. 5.5.2 Issue of right shares with premium The Company issued 10% right shares at Rs. 80 per share to the shareholders including premium of Rs. 70 per share. The total issue including share premium amounted to Rs. 1,221,309 net of transaction cost on such issue. 5.5.3 Change in accounting policy During 2006 the Company changed its accounting policy relating to appropriations to reserves, whereby such appropriations are recognised in the year in which these are approved. Upto last year appropriations to reserves were recognised in the financial statements of the period to which it related. The change in accounting policy was necessitated in view of a clarification from the Institute of Chartered Accountants of Pakistan regarding non statutory appropriations to reserves, approved post balance sheet date, by a company. This change in accounting policy did not have any effect on the Companys total equity. 6. 6.1 EARNINGS PER SHARE - Basic and Diluted The details of audited earnings per share, basic and diluted, of the Company and the Group are as follows: Year e nded December 31, 2010 2009 2008 2007 2006 Rupees per share Earnings per share - The Company 5.11 12.73 15.03 11.99 10.09 - The Group 20.72 12.24 14.67 10.98 8.99 The earnings per share for the years ended December 31, 2006 to 2009 have been restated to incorporate the effect of issuance of right shares and bonus issue upto December 31, 2010. Accordingly, these do not include the effect of bonus shares issued subsequent to December 31, 2010. Yours truly Sd/_____________________ A.F.FERGUSON & CO. Chartered Accountants Karachi
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No. of Shares 185,354,484 142,382,335 327,736,819 Ordinary shares of Rs.10 each fully paid in cash Ordinary shares of Rs. 10 each issued as fully paid bonus shares
Yours truly Sd/_____________________ A.F.FERGUSON & CO. Chartered Accountants Karachi MANAGEMENT NOTE Bonus shares have been issued in the ratio of 1 share for every 5 shares held (i.e. 20%) thereby increasing the issued, subscribed and paid-up share capital to Rs. 3,932,84 thousand as at March 31, 2011
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The Company
The Group
(Rupees in thousand) Issued, subscribed and paid-up capital Share premium Employee share option compensation reserve Hedging reserve Revaluation reserve on business Maintenance reserve Exchange revaluation reserve General reserve Unappropriated profit 3,277,369 10,550,061 74,813 4,429,240 8,722,156 23,776,270 27,053,639 3,277,369 10,550,061 162,455 (927,438) 104,698 197,577 28,883 4,429,240 12,776,146 27,321,622 30,598,991
(Rupees per share) Break-up value per share (before final dividend) 82.55 93.36
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(Number of shares) Number of ordinary shares in issue (after bonus issue) 393,284,183 393,284,183
(Rupees per share) Break-up value per share (after final dividend and bonus issue)
67.12
76.14
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
Shares of Rs. 10 each 48,010,000 250,000 700,000,000 36,476,000 25,066,667 1,072,800,000 45,000,000 500,000 1,928,102,667
Percentage Holding
100% 100% 100% 100% 62.67%
Total Value (PkR Million) 1,131.70 2.64 5,544.34 3,866.02 29.12 13,639.59 526.90 N.A 24,740.32
Engro Vopak Terminal Ltd. (JV) Arabian Sea Country Club (Affiliate) Total
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The terms and conditions of the Declaration of Trust and Security Documents are adhered to; and The interests of the TFC holders are safeguarded by taking the actions that it deems necessary (as prescribed by the Declaration of Trust) in the event of any breach of terms and conditions of TFC Instrument and the Declaration of Trust by Engro Corp.
6.3.
THE TRUST DEED The Trust Deed dated April 07, 2011 (Declaration of Trust) executed between the Company and IGI Investment Bank Limited specifies the rights and obligations of the Trustee. In the event of Engro Corp. defaulting on any of its obligations under the terms of the Declaration of Trust, the Trustee may enforce Engro Corps obligations in accordance with the terms of the Trust Deed. The proceeds of any such enforcement shall be distributed to the TFC Holders at the time on a pari passu basis in proportion to the amounts owed to each TFC holder pursuant to the TFCs.
6.4.
EVENTS OF DEFAULT AND SECURITY ENFORCEMENT PROCEDURE The event of default will be governed under Article 8 of the Declaration of Trust executed between the Company and the Trustee to the Issue. It is clarified, however, that in the event of default, the TFC holders acting through the Trustee shall be entitled to initiate legal proceedings against the Company for recovery of the outstanding amount payable under the TFCs. The Obligations shall become immediately due and payable, and the Security shall become immediately enforceable by a declaration of the Trustee, notified to the Issuer, upon the occurrence of an Event of Default. Under Section 8.1.1 of the Declaration, each of the following events constitute an Event of Default and is reproduced below:
a) the failure of the Issuer to: i. redeem any Coupon on its respective Redemption Date and to pay the Redemption Amount and / or any portion thereof on such Redemption Date;
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b) default by the Issuer in the performance or observance of or compliance with any of its other material obligations or undertakings under the Declaration of Trust and Deed of Floating Charge; c) an event of default (howsoever described and / or defined) occurs under a Transaction Document; d) any representation or warranty made or deemed to be made or repeated by the Issuer in or pursuant to this Declaration is found to be incorrect and / or misleading in any material respect; e) the Issuer enters into an arrangement for the benefit of its creditors in respect of any Financial Indebtedness; f) the Issuer: i. ii. voluntarily or involuntarily becomes the subject of bankruptcy or insolvency proceedings except for proceedings which are frivolous in nature; and / or elects to become a party to or is subject to any proceedings or procedure under any law for the relief of financially distressed debtors, except for proceedings which are frivolous in nature; and / or is unable or admits in writing its inability to pay its debts as they mature, to the Trustee; and / or a receiver or an administrator is appointed for all or any material part of its assets or business;
iii. iv.
g) the Issuer is unable or admits its inability to meet its payment obligations in respect of its Financial Indebtedness as the same fall due, suspends making payments on any of its Financial Indebtedness or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling its Financial Indebtedness or any portion thereof; h) a moratorium is declared in respect of any Financial Indebtedness of the Issuer; i) any corporate action, legal proceedings or other procedure or steps are taken in relation to the suspension of payments, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Issuer other than a solvent liquidation or reorganisation; enforcement of any Security Interest over substantial assets of the Issuer;
j)
k) any governmental agency nationalizes, acquires or expropriates (with or without compensation) any material or all the assets of the Issuer including but not restricted to the Secured Assets; l) the Issuer fails to meet any of its material obligations under this Declaration and the same has a Material Adverse Effect;
m) any other event or circumstance arising out of the Issuers negligence or default which results in a Material Adverse Effect; n) any Financial Indebtedness of the Issuer is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (howsoever described);
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8TH FLOOR, THE HARBOR FRONT BUILDING, HC # 3, MARINE DRIVE, BLOCK 4, CLIFTON, KARACHI, PAKISTAN
ARSHAD NASAR
NO.25, FALCON ENCLAVE AIR FORCE OFFICERS SOCIETY(AFOS) TUFAIL ROAD LAHORE CANTT. PAKISTAN 11TH FLOOR, DAWOOD CENTRE, M.T. KHAN ROAD, KARACHI, PAKISTAN
ISAR AHMAD
Engro Polymer & Chemicals Limited Engro Foods Limited Dawood Lawrencepur Limited Dawood Hercules Chemicals Limited Dawood Hercules Fertilizers Limited Central Insurance Company Limited Tenaga Generasi Limited
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SHAHZADA DAWOOD
76
SAAD RAJA
31 BELLFIELD AVENUE HARROW, MIDDLESEX HA3 6ST, UK ENGRO POLYMER & CHEMICALS LTD. BAHRIA COMPLEX-I, M.T.KHAN ROAD, KARACHI, PAKISTAN
ASIF QADIR
Engro Polymer & Chemicals Limited Engro Polymer Trading (Private) Limited Inbox Business Technologies (Private) Limited Unicol Limited Engro Powergen Limited Engro Powergen Qadirpur Limited Engro Fertilizers Limited Sindh Engro Coal Mining Company Ltd. Pakistan Poverty Alleviation Fund Engro Polymer & Chemicals Limited Engro Vopak Terminal Limited Engro Fertilizers Limited Engro Eximp (Private) Limited Engro Polymer & Chemicals Limited Engro Powergen Qadirpur Limited Engro Powergen Limited Sindh Engro Coal Mining Company Limited
KHALID S. SUBHANI
8TH FLOOR, THE HARBOR FRONT BUILDING, HC # 3, MARINE DRIVE, BLOCK 4, CLIFTON, KARACHI, PAKISTAN 7th Floor, The Harbor Front Building, HC # 3, Marine Drive, Block 4, Clifton, Karachi, Pakistan
KHALID MANSOOR
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7.2.
PROFILE OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Mr. Hussain Dawood is the Chairman of Engro Corporation Limited, Dawood Hercules Chemicals Limited and the Karachi Education Initiative/Karachi School for Business & Leadership. He is also a Director on the Board of the Pakistan Centre for Philanthropy. Pakistan Business council, Commonwealth business council, Beacon House National University, & Asia house London. He is a global charter Member of the Indus Entrepreneurs and the member of the World Economic Forum in Davos. He is on the honorary council of Italy, In Lahore and was recently conferred the award Ufficiale Ordine al Merito della Repubblica italiana, by the Italian government. As part of social responsibilities, he Chairs the board of the Pakistan Poverty Alleviation fund, one of the largest World bank-financed social funds across the world. Mr.Dawood is an MBA from Kellogg School of Management, Northwestern University, USA, and a graduate in Metallurgy from Sheffield University, UK. He joined the board in 2003.
7.3.
PROFILE OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER Asad Umar is President and Chief Executive of Engro Corporation Limited, Chief Executive Officer of Engro Fertilizers Limited and Chairman of all Engro Subsidiaries and joint Ventures. He has held key assignments with the company and with Exxon Chemical in Canada. Mr. Umar is also on the Board of the Pakistan Business Council, Karachi Education Initiative, Pakistan Institute of Corporate Governance, State Bank of Pakistan and Trustee of Lahore University of Management Sciences (LUMS). A Masters in Business Administration, he joined the board in 2000.
7.4.
PROFILE OF THE COMPANY SECRETARY Andalib Alavi is Vice President Legal & Company Secretary of Engro Corporation Limited and manages the legal affairs of all the Engro group companies. He is also the chairman of Engro Management Services (Private) Limited and a member of the Corporate Governance Committee of the Karachi Stock Exchange. He is Bar-at-Law from Lincolns Inn and holds LLB Hons degree from LSE, University of London. He joined Engro in 1992.
7.5.
PROFILE OF THE CHIEF FINANCIAL OFFICER Ruhail Mohammed is Senior Vice President and Chief Financial Officer of Engro Corporation Limited. He has worked for many years in various senior positions in Pakistan, UAE and Europe. He is on the Boards of Engro Foods Limited, Engro Powergen Qadirpur Limited, Avanceon Limited, Engro Powergen Limited, Engro Fertilizers Limited, Engro Foods Supply Chain (Pvt) Limited, Engro Eximp (Pvt) Limited and Sigma Leasing Corporation Limited and Chief Executive of Engro Management Services (Pvt) Limited. A Masters in Business Administration in Finance, he joined the Board in 2006.
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MISCELLANEOUS INFORMATION
REGISTERED OFFICE / HEAD OFFICE Engro Corporation Limited 7th & 8th Floor, Harbor Front Building Marine Drive, Block 4, Clifton, Karachi Tel: 111 211 211 Fax: 35636741 Website: www.engrorupiya.com A.F.Ferguson & Co. Chartered Accountants State Life Building No. 1-C I.I.Chundrigar Road, Karachi Andalib Alavi Vice President Legal & Company Secretary Central Depository Company of Pakistan Limited CDC House, 99-B, Block B, S.M.C.H.S., Main Shahra-e-Faisal, Karachi-74400, Pakistan i ii iii iv v vi vii viii ix x xi xii xiii i ii MCB Bank Limited Standard Chartered Bank (Pakistan) Limited Bank Alfalah Limited NIB Bank Limited United Bank Limited Habib Bank Limited Bank Al Habib Limited Allied Bank Limited JS Bank Limited Askari Bank Limited Citibank N.A. Pakistan Faysal Bank Limited Samba Bank Limited Standard Chartered Bank (Pakistan) Limited MCB Bank Limited
8.2.
AUDITORS
8.3.
8.4.
8.5.
8.7.
MATERIAL CONTRACTS / DOCUMENTS 8.7.1 Deed of Floating Charge dated April 07, 2011 between the Company and IGI Investment Bank Limited; 8.7.2 Declaration of Trust Agreement dated April 07, 2011 between the Company and IGI Investment Bank Limited; 8.7.3 Credit Rating Report dated April 08, 2011 by PACRA;
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The Stock Dividends appearing in 2009 & 2010 were announced with the full year results but were capitalized in the following years. 8.12. REVALUATION OF FIXED ASSETS The Company has not reflected any revaluation of fixed assets in their Financial Statements. 813. MEMORANDUM OF ASSOCIATION The Memorandum of Association, inter alia, contains the objects for which the Company was incorporated and the business that the Company is authorized to undertake. A copy of the Memorandum of Association annexed to this Prospectus is being published with all issues hereof except those released as newspaper advertisement. 8.14. VENDORS The Company has no Vendors in terms of Clause 12 of section 1 Part 1 of the Second Schedule of the Ordinance.
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8.16. INVESTMENT IN ASSOCIATED COMPANIES Investments in associated undertakings as per the audited accounts of December 31, 2010, are as follows:
Company Engro Polymer & Chemicals Ltd.
Engro Eximp (Pvt) Ltd. Engro Management Services (Pvt) Ltd. Engro Foods Ltd. Engro PowerGen Ltd. Avanceon Ltd. Engro Powergen Qadirpur Ltd. Engro Fertilizers Ltd.
No. of Shares 372,810,000 48,010,000 250,000 700,000,000 36,476,000 25,066,667 32,000,000 1,072,800,000 45,000,000 500,000
8.17. LONG TERM BORROWINGS OF THE COMPANY AND ITS SUBSIDIARIES Long Term borrowings of the Company and its subsidiaries as per the audited accounts of December 31, 2010, are as follows:
Company Engro Corporation Limited Engro Polymer & Chemicals Ltd.
Engro Foods Ltd. Engro PowerGen Ltd. Avanceon Ltd. Engro Fertilizers Ltd. Total
Amount (Rs. 000) 3,384,536 12,264,653 5,740,051 11,865,850 128,860 71,311,686 104,695,636
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d) e) 2)
APPLICATION MUST BE MADE ON THE COMMISSIONS APPROVED APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER OF A4 SIZE WEIGHING ATLEAST 62 GM. Copies of Prospectus and application forms can be obtained from the members of Karachi Stock Exchange (Guarantee) Limited, Lahore Stock Exchange (Guarantee) Limited, the Bankers to the Issue and their branches, and the registered office of Engro Corporation Limited. The Prospectus and the application forms can also be downloaded from the website:[https://www.engrorupiya.com] The applicants opting for scripless form of TFCs are required to complete the relevant sections of the application. In accordance with provisions of the Central Depositories Act, 1997 and the CDC Regulations, credit of such TFCs is allowed ONLY in the applicants own CDC Account. In case of discrepancy between the information provided in the application form and the information already held by CDS, the Company reserves the right to issue TFCs in physical form. Name (s) and address (es) must be written in full block letters, in English and should not be abbreviated. All applications must bear the name and signature of the applicant. In case of difference of signature with the Computerized National Identity Card (CNIC) or National Identity Card for Overseas Pakistanis (NICOP) or Passport, both the signatures should be affixed on the application form. APPLICATIONS MADE BY INDIVIDUAL INVESTORS (i) In case of individual investors, an attested photocopy of CNIC (in case of RPs)//Passport (in case of NRPs and FIs) as the case may be, should be enclosed and the number of CNIC/Passport should be written against the name of the applicant. Copy of these documents can be attested by any Federal/Provincial Government Gazetted Officer, Councilor, Oath Commissioner or Head Master of High School or bank manager in the country of applicants residence Original CNIC/Passport, along with one attested photocopy, must be produced for verification to the banker to the issue at the time of presenting the application. The attested photocopy will, after verification, be retained by the bank branch along with the application.
3)
4)
5) 6)
7)
(ii)
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(ii)
9)
Joint application in the name of more than two persons will not be accepted. In case of joint application, each applicant must sign the application form and submit attested copies of their CNICs/Passport. The TFCs will be dispatched to the Principal Holder, while in case of CDS, it will be credited to the CDS account mentioned on the face of the form and where any amount is refundable, in whole or in part, the same will be refunded by cheque or other means by post, or through the bank where the application was submitted, to the principal holder. Please note that joint application will be considered as a single application for the purpose of allotment of TFCs. The person to be nominated shall not be a person other than the following relatives of the member, namely, a spouse, father, mother, brother, sister and son or daughter, including a step or adopted child. The nominee must sign the application form and submit attested copies of their CNICs/Passport. Subscription money must be paid by cheque drawn on applicants own bank account or pay order/bank draft payable to one of the Bankers to the Issue Engro Rupiya Certificate and crossed A/C PAYEE ONLY. The applicant should have at least one bank account with any of the commercial banks but not necessarily with the Bankers to the Issue. The applicants not having a bank account at all (nonaccount holders) are not allowed to submit application for subscription of TFCs. Applications are not to be made by minors and/or persons of unsound mind. Applicants should ensure that the bank branch, to which the application is submitted, completes the relevant portion of the application form. Applicants should retain the bottom portion of their application forms as provisional acknowledgement of submission of their applications. This should not be construed as an acceptance of the application or a guarantee that the applicant will be allotted the number of TFCs for which the application has been made. Making of any false statements in the application or willfully embodying incorrect information therein shall make the application fictitious and the applicant or the bank shall be liable for legal action. Bankers to the Issue are prohibited to recover any charges from the subscribers for collecting subscription applications. Hence, the applicants are advised not to pay any extra charges to the bankers to the issue. For the applications made through pay order/bank draft, it would be permissible for a banker to the issue to deduct the bank charges while making refund of subscription money to unsuccessful applicants through pay order/bank draft individually for each application.
10)
11)
12)
16)
17)
18)
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ADDITIONAL INSTRUCTIONS FOR FOREIGN/NON-RESIDENT INVESTORS 20) In case of foreign investors who are not individuals, applications must be accompanied with a letter on applicants letterhead stating the legal status of the applicant, place of incorporation and operations and line of business. A copy of memorandum of association or an equivalent document should also be enclosed, if available. Where applications are made by virtue of Power of Attorney, the same must be lodged with the application. Copies of these documents can be attested by the bank manager in the country of applicants residence. Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set out under the State Bank of Pakistans Foreign Exchange Manual.
21)
BASIS OF ALLOTMENT 1. 2. The minimum amount of application for subscription of TFCs is Rs. 25,000/-. Application for TFCs below the total value of Rs.25,000/- shall not be entertained. Application for TFCs must be made for a minimum of the aggregate face value of PKR 25,000/, or in multiples of PKR 5,000/- for amounts above PKR 25,000/-. Applications, which are neither for Rs 25,000/- nor in multiples of PKR 5,000/- for amounts above PKR 25,000/- shall be rejected. Allotment/Transfer of TFCs to applicants shall be made in accordance with the allotment criteria/ instructions disclosed in the Prospectus. Allotment of TFCs shall be subject to scrutiny of applications in accordance with the criteria disclosed in the Prospectus and/or the instructions by the Securities & Exchange Commission of Pakistan. Applications, which do not meet the above requirements, or applications which are incomplete will not be accepted. The applicants are, therefore, required to fill in all data fields in the Application Form. The Registrar will dispatch TFCs to successful applicants or credit the respective CDS accounts of the successful applicants (as the case maybe). Therefore, applicants are advised to fill in accurate mailing address and CDS account details, if any. BANKERS TO THE ISSUE
Code 01 02 03 04 05 06 07 Name of Banks MCB Bank Limited Standard Chartered Bank (Pakistan) Limited Bank Alfalah Limited NIB Bank Limited United Bank Limited Habib Bank Limited Bank Al Habib Lim ited Code 08 09 10 11 12 13 Name of Banks Allied Bank Limited JS Bank Limited Askari Bank Limited Citibank N.A. Pakistan Faysal Bank Limited Samba Bank Limited
3. 4.
5.
6.
7.
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9.
Occupation Code
Code 01 02 03 04 05 Occupation Business Business Executive Service Housewife Household Code 06 07 08 09 10 Occupation Professional Student Agriculturist Industrialist Other
10.
Nationality Code
Code 001 002 003 004 005 Name of Banks U.S.A U.K U.A.E K.S.A Oman Code 006 007 008 009 010 Name of Banks Iran Bangladesh China Bahrain Other
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Witness 1: Name: Place: Karachi Witness 2: Name: Place: Karachi Signature: _________-Sd-_____________ Signature: _________-Sd-_____________
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(2)
(3)
(4)
(5)
89
(7)
(8)
(9)
(10)
(11)
(12)
90
(14)
(15)
(16)
(17)
(18)
(19)
(20)
91
(22)
(23)
(24)
(25)
(26)
(27)
(28)
92
(30)
(31)
(32)
(33)
(34) (35)
93