ENGRO POWERGEN QADIRPUR LIMITED Bank Limited ... CDCPL The Central Depository Company of Pakistan...

ADVICE FOR GENERAL PUBLIC

THE INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS OFFER FOR SALE DOCUMENT, ESPECIALLY THE RISK FACTORS GIVEN AT PARAGRAPH 4.3, BEFORE MAKING ANY INVESTMENT

DECISION.

SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN ONE APPLICATION BY SAME PERSON) IS

PROHIBITED AND SUCH APPLICATIONS’ MONEY IS LIABLE TO CONFISCATION UNDER SECTION 18A OF THE SECURITIES

AND EXCHANGE ORDINANCE, 1969.

ENGRO POWERGEN QADIRPUR LIMITED

OFFER FOR SALE DOCUMENT

For Offer of 40,475,000 Ordinary Shares (12.5% of the Total Paid Up Capital) at an Offer Price of PKR 30.02/-

(including premium of PKR 20.02/- per share)

THIS IS NOT A PROSPECTUS BY ENGRO POWERGEN QADIRPUR LIMITED (THE COMPANY) BUT

AN OFFER FOR SALE DOCUMENT BY ENGRO CORPORATION LIMITED AND ENGRO POWERGEN

LIMITED, FOR OFFER FOR SALE OF SHARES OUT OF THEIR SHAREHOLDING IN THE COMPANY.

DATE OF PUBLIC SUBSCRIPTION: From September 22th

to 24th

, 2014 (BOTH DAYS INCLUSIVE)

DURING BANKING HOURS

FINANCIAL ADVISORS, LEAD MANAGERS AND ARRANGERS

Habib Bank Limited

Bank Alfalah Limited

BANKERS TO OFFER

Allied Bank Limited Habib Bank Limited NIB Bank Limited Askari Bank Limited Habib Metropolitan Bank Limited Samba Bank Limited

Bank Alfalah Limited JS Bank Limited Silk Bank Limited

Faysal Bank Limited MCB Bank Limited United Bank Limited*

*In order to facilitate investors, United Bank Limited (“UBL”) is offering electronic submission of application (e-IPO) to its account holders. UBL account holders can use UBL Net Banking facility to submit their application online via link www.ubldirect.com/corporate/ebank. Further, please note

that online application can be submitted 24 hours a day during the subscription period which will close at 12:00 midnight on 24th

September, 2014.

Underwritten by:

Date of Publication of this Offer for Sale Document: 14th

September 2014

For further queries you may contact: Engro Powergen Qadirpur Limited - Mr. Ali Athar; P: +92 (21) 35297501 Ext 4021; E: [email protected];

Habib Bank Limited - Mr. Imran Sherani; P: +92 (21) 3243 9400; E: [email protected]; Bank Alfalah Limited - Mr. M. Zeeshan; P: +92 (21) 111-777-786 Ext. 2126; E: [email protected]

http://www.ubldirect.com/corporate/ebank

mailto:[email protected]



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STATEMENT ON OFFEROR’S ABSOLUTE RESPONSIBILITY

The Offerors, having made all reasonable inquiries, accept responsibility for the disclosures made in this

Offer for Sale Document and confirm that:

(i) this Offer for Sale Document contains all information with regards to the Offerors and the Offer,

which is material in the context of the Offer and nothing has been concealed;

(ii) the information contained in the Offer for Sale Document is true and correct to the best of our

knowledge and belief;

(iii) the opinions and intentions expressed herein are honestly held; and

(iv) there are no other facts and information, the omission of which makes this document as a whole or

any part thereof misleading.

For and on behalf of Offerors,

Engro Corporation Limited

-sd-

________________________

Engro Powergen Limited

-sd-

________________________

Naz Khan Mohammed Saqib

Chief Financial Officer Chief Financial Officer

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GLOSSARY OF TECHNICAL TERMS

BAFL Bank Alfalah Limited

BTU British Thermal Unit

CDCPL The Central Depository Company of Pakistan Limited

CDS Central Depository System

CNIC Computerized National Identity Card

Commission / SECP Securities and Exchange Commission of Pakistan

Company / EPQL Engro Powergen Qadirpur Limited

COD Commercial Operations Date

CPI Consumer Price Index

ECL Engro Corporation Limited

EPC Engineering, Procurement and Construction

EPL Engro Powergen Limited

Exchange/KSE Karachi Stock Exchange Limited

FDI Foreign Direct Investment

FED Federal Excise Duty

FSA Fuel Supply Agreement

FX Foreign Exchange

GOP Government of Pakistan

GSA Gas Supply Agreement

HBL Habib Bank Limited

HSD High Speed Diesel

IFC International Finance Corporation

IPP Independent Power Producer

ISO International Organization for Standardization

ITO Income Tax Ordinance, 2001

KIBOR Karachi Interbank Offered Rate

LIBOR London Interbank Offered Rate

LM Lead Managers

MMSCFD Million Standard Cubic Feet per Day

MW Megawatt

MWH Megawatt Hour

NEPRA National Electric Power Regulatory Authority

NTDC National Transmission and Dispatch Company Limited

NOC No Objection Certificate

O&M Operations and Maintenance

OFSD Offer for Sale Document

Ordinance The Companies Ordinance, 1984

PKR Pakistan Rupee(s)

PPA Power Purchase Agreement entered into between the Company and the

NTDC (through its Central Power Purchasing Agency) on behalf of ex-

WAPDA Distribution Companies

Power Purchaser NTDC (through its Central Power Purchasing Agency) on behalf of ex-

WAPDA Distribution Companies

PPIB Private Power and Infrastructure Board

RCOD Required Commercial Operations Date

RFO Residual Fuel Oil

ROE Return on Equity

ROEDC Return on Equity during Construction

SCRA Special Convertible Rupee Account

TREC Trading Right Entitlement Certificate

US United States of America

USD US Dollars

WHT Withholding Tax

WPI Wholesale Price Index

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DEFINITIONS

Application Money The amount of money paid along with application for subscription of

shares which is equivalent to the product of the Offer Price and the

number of shares applied for plus CDC and Stamp duty charges.

Combined Cycle Power Plant Combined Cycle Power Plant or Combined Cycle Gas Turbine Plant

is a gas turbine generator that generates electricity and heat in the

exhaust that is used to make steam, which in turn drives a steam

turbine to generate additional electricity.

e-IPO Facility

e-IPO Facility is the facility through which investors can make

application for subscription of shares of the Company through

internet. In order to facilitate the investors, the Offerors have

arranged provision of this facility though United Bank Limited

that is among the Bankers to the Offer.

UBL‟s accountholders can use UBL net-banking to submit their

applications online via link

http://www.ubldirect.com/corporate/ebank.

Accountholders of UBL can submit their applications through the

link 24 hours a day during the subscription period which will close at

12:00 midnight on September 24th, 2014.

OFSD

A document containing all the information and disclosures as

required under the Companies Ordinance, 1984 together with

disclosure of the Offer Price, the date of publication of OFSD and,

the date(s) for subscription of shares.

Financial Advisors, Lead

Managers & Arrangers

Habib Bank Limited and Bank Alfalah Limited.

Offeror Engro Corporation Limited and Engro Powergen Limited.

Offer Offer for Sale of 40,475,000 Ordinary Shares of EPQL (12.5% of the

Total Paid Up Capital of the Company) at an Offer Price of PKR

30.02/- per share including premium of PKR 20.02/- per share.

Offer Price The price at which Ordinary Shares of the Company are being

offered. The Offer Price is PKR 30.02/- per share.

Ordinary Shares Ordinary Shares of Engro Powergen Qadirpur Limited having face

value PKR 10.00/- each unless otherwise specified in the context

thereof.


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TABLE OF CONTENTS

Part Content Page

1 APPROVALS AND LISTING ON THE STOCK EXCHANGE ........................................... 6

2 SHARE CAPITAL AND RELATED MATTERS ................................................................... 9

3 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES .......... 20

4 HISTORY AND PROSPECTS ................................................................................................ 22

5 FINANCIAL INFORMATION ............................................................................................... 34

6 MANAGEMENT OF THE COMPANY ................................................................................ 46

7 MISCELLANEOUS INFORMATION .................................................................................. 55

8 APPLICATION AND ALLOTMENT INSTRUCTIONS .................................................... 60

9 SIGNATORIES TO THE OFFER FOR SALE DOCUMENT ............................................ 64

10 MEMORANDUM OF ASSOCIATION ................................................................................. 65

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PART 1

1 APPROVALS AND LISTING ON THE STOCK EXCHANGE

1.1. APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

Approval of the Securities & Exchange Commission of Pakistan (“SECP” or the “Commission”)

as required under Section 62 read with Section 57(1) of the Companies Ordinance, 1984 (the

“Ordinance”) has been obtained by Engro Corporation Limited and Engro Powergen Limited (the

Offerors) for the issue, circulation and publication of this Offer For Sale Document.

DISCLAIMER:

IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS APPROVAL, SECP

DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF

THE COMPANY AND ANY OF ITS SCHEMES STATED HEREIN OR FOR THE

CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINIONS EXPRESSED

WITH REGARDS TO THEM BY THE OFFERORS AND/OR THE COMPANY IN THIS

OFFER FOR SALE DOCUMENT.

SECP HAS NOT EVALUATED QUALITY OF THE OFFER AND ITS APPROVAL FOR

ISSUE, CIRCULATION AND PUBLICATION OF THIS OFFER FOR SALE DOCUMENT

SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF THE SAME. THE

PUBLIC SHOULD CONDUCT THEIR OWN INDEPENDENT DUE DILIGENCE AND

ANALYSIS REGARDING THE QUALITY OF THE OFFER BEFORE SUBSCRIBING.

1.2. CLEARANCE OF THE OFFER FOR SALE DOCUMENT BY THE KARACHI STOCK

EXCHANGE LIMITED

The OFSD has been cleared by the Karachi Stock Exchange Limited (“KSE”) (referred to as the

“Exchange”), in accordance with the requirements of its Listing Regulations.

DISCLAIMER:

• THE EXCHANGE HAS NOT EVALUATED THE QUALITY OF THE OFFER, AND

ITS CLEARANCE SHOULD NOT BE CONSTRUED AS ANY COMMITMENT OF

THE SAME. THE PUBLIC SHOULD CONDUCT THEIR OWN INDEPENDENT

INVESTIGATION AND ANALYSIS REGARDING THE QUALITY OF THE OFFER

BEFORE SUBSCRIBING.

• THE PUBLICATION OF THIS DOCUMENT DOES NOT REPRESENT

SOLICITATION BY THE EXCHANGE.

• THE CONTENTS OF THIS DOCUMENT DO NOT CONSTITUTE AN INVITATION

BY THE EXCHANGE TO INVEST IN SHARES OR SUBSCRIBE FOR ANY

SECURITIES OR OTHER FINANCIAL INSTRUMENT, NOR SHOULD IT OR ANY

PART OF IT FORM THE BASIS OF, OR BE RELIED UPON IN ANY CONNECTION

WITH ANY CONTRACT OR COMMITMENT WHATSOEVER OF THE

EXCHANGE.

• IT IS CLARIFIED THAT INFORMATION IN THIS OFFER FOR SALE DOCUMENT

SHOULD NOT BE CONSTRUED AS ADVICE ON ANY PARTICULAR MATTER BY

THE EXCHANGE AND MUST NOT BE TREATED AS A SUBSTITUTE FOR

SPECIFIC ADVICE.

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• THE EXCHANGE DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS

HOWEVER ARISING FROM OR IN RELIANCE UPON THIS DOCUMENT TO ANY

ONE, ARISING FROM ANY REASON, INCLUDING, BUT NOT LIMITED TO,

INACCURACIES, INCOMPLETENESS AND/OR MISTAKES, FOR DECISIONS

AND/OR ACTIONS TAKEN, BASED ON THIS DOCUMENT.

• THE EXCHANGE NEITHER TAKES RESPONSIBILITY FOR THE CORRECTNESS

OF CONTENTS OF THIS DOCUMENT NOR THE ABILITY OF THE OFFEROR TO

FULFILL ITS OBLIGATIONS THEREUNDER.

• ADVICE FROM A SUITABLY QUALIFIED PROFESSIONAL SHOULD ALWAYS BE

SOUGHT BY INVESTORS IN RELATION TO ANY PARTICULAR INVESTMENT.

1.3. FILING OF OFFER FOR SALE DOCUMENT AND OTHER DOCUMENTS WITH THE

REGISTRAR OF COMPANIES

The Company has filed with the Registrar of Companies, Companies Registration Office (“CRO”)

Securities and Exchange Commission of Pakistan, Karachi, as required under Sections 57(3) and

(4) of the Ordinance, a copy of this OFSD signed by the authorized signatories of the Offerors,

together with the following documents attached thereto:

a) Letter dated September 5th

, 2014 from the Auditors of the Company, M/s. A.F. Ferguson & Co. –

Chartered Accountants consenting to the publication of their names in the OFSD, which

contains in Part 5 certain statements and reports issued by them as experts (which consent has

not been withdrawn), as required under Section 57(5) of the Companies Ordinance, 1984.

b) Copies of material contracts and agreements mentioned in Part 7 of this OFSD as required

under Section 57(4) of the Ordinance.

c) Written confirmations of the Legal Advisor to this Offer and the Bankers to this Offer,

mentioned in this OFSD consenting to act in their respective capacities, as required under

Section 57(5) of the Companies Ordinance, 1984.

d) Written consents of the Directors, the Chief Executive and the Company Secretary of the

Company who have consented to their respective appointments being made and their having

been named or described as such Directors, Chief Executive and Company Secretary in this

OFSD, as required under Section 57(3) of the Ordinance, read with sub-clause (1) of clause (4)

of Section 1 of Part 1 of the Second Schedule to the Ordinance.

1.4. LISTING ON THE EXCHANGE

Application has been submitted to the Exchange for permission to deal in and for quotation of the

shares of the Company.

In accordance with the Rule Book of KSE, Chapter 11 pertaining to the “Future Trading in

Provisionally Listed Companies”, the Company shall stand listed provisionally for trading and for

the quotation of its shares on the Karachi Stock Exchange from the date of publication of the OFSD

or a date as may be specified by the Exchange.

If for any reason the application for formal listing is not accepted by the Exchange, during and up

to the period as specified under section 72 (1) of the Companies Ordinance, 1984, the Offerors

undertake that a notice to that effect will immediately be published in the press and refund

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Application Money to the applicants without surcharge within eight (8) days from the date they

become liable to pay it.

In the event the Offerors are unable to repay the amount within the aforementioned period of eight

(8) days, the directors of the Offerors shall be jointly and severally be liable to repay the money

from the expiry of eighth day together with a surcharge of one and a half percent (1.5%) for every

month or part thereof from the expiry of the eighth day.

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PART 2

2 SHARE CAPITAL AND RELATED MATTERS

2.1. SHARE CAPITAL

No. of

shares

Face value Premium Total (including

premium)

(PKR) (PKR) (PKR)

AUTHORIZED CAPITAL

330,000,000 Ordinary Shares of PKR 10/- each 3,300,000,000 - 3,300,000,000

ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL

323,800,000 Issued against Cash 3,238,000,000 80,777,000 3,318,777,000

323,800,000 Total 3,238,000,000 80,777,000 3,318,777,000

The existing issued, subscribed & paid up capital of the Company is held as follows:

SPONSORS

32,000,000 Engro Corporation Limited 320,000,000 - 320,000,000

271,999,992 Engro Powergen Limited 2,719,999,920 - 2,719,999,920

OTHER SHAREHOLDERS

16,000,000 International Finance Corporation(1)

160,000,000 56,511,500 216,511,500

DIRECTORS

1 Mr. Ruhail Mohammed 10 - 10

1 Mr. Muhammad Ali 10 - 10

1 Mr. Shabbir Hashmi 10 - 10

1 Mr. Javed Akbar 10 - 10

1 Ms. Aliya Yusuf 10 - 10

1 Mr. Vaqar Zakaria 10 - 10

1 Mr. Muhammad Aliuddin Ansari 10 - 10

1 Mr. Shahid Hamid Pracha 10 - 10

3,800,000 Employees under the Employee Share

Option Scheme(2)

38,000,000 24,265,500 62,265,500

323,800,000 Total Paid up Capital 3,238,000,000 80,777,000 3,318,777,000

(1)

In October 2008, IFC entered into an agreement with Engro Corporation Limited to subscribe for

16,000,000 shares of Company at the Rupees equivalent of USD 0.17424 per share, which was PKR

13.77/- per share (including a cash premium of PKR 3.77 per share).The aforementioned transaction

resulting in a total premium of PKR 60,377,962/- out of which PKR 3,866,463/- was deducted on

account of share issuance cost, thus a net amount of PKR 56,511,500/- was recorded in the financial

statements.

(2)

Approval for the Employee Share Option Scheme (“Scheme”) was granted by SECP vide letter

dated September 25th, 2008. Under the Scheme, senior employees of the Company were granted

options to purchase newly issued ordinary shares of the Company at an exercise price of PKR 15/-

per ordinary share (if exercised in 2011) and PKR 17/- per ordinary share (if exercised in 2012)

respectively. The number of options granted had been calculated in accordance with the ability and

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criticality of an employee to the business, subject to the approval of the Board‟s Compensation

Committee constituted for the Scheme.

Vesting period commenced from the grant date and ended on December 31st, 2010, where after the

options could be exercised within a period of two years i.e. up to December 31st 2012. Fair values

per share determined at the time of exercise of options were PKR 16.29/- per share in the year 2011

and PKR 18.29/- per share in the year 2012. Cost of the balance amount of fair value per share at

the time of exercise of the options was borne by the Company and charged to the income statement.

2.2. THE OFFERORS

The following two shareholders are jointly offering 12.5% shares out of their respective

shareholdings in the Company:

Name of the Offeror Number of shares

being Offered

Percentage to the paid up

capital of the Company

Engro Corporation Limited (divesting its 100%

shareholding in the Company) 32,000,000 9.88%

Engro Powergen Limited 8,475,000 2.62%

Total 40,475,000 12.5%

2.3. PRE-IPO PLACEMENT

40,475,000 ordinary shares (divested by Engro Powergen Limited) of the face value of PKR 10/-

each have been subscribed through the private placement by the following investors at the price of

PKR 30.02/- per share (including a premium of PKR 20.02/- per share) as per the agreements

mentioned in part 7.

No. of

Shares Investors

Face Value

(PKR)

Premium

(PKR)

Total

[including

premium]

(PKR)

375,000 Almurtaza Machinery (Pvt.) Limited 3,750,000 7,507,500 11,257,500

2,025,000 Bank Alfalah Limited 20,250,000 40,540,500 60,790,500

3,634,400 Bulk Management (Pvt.) Ltd. 36,344,000 72,760,688 109,104,688

1,650,000 Elahi Electronics 16,500,000 33,033,000 49,533,000

4,000,000 Habib Bank AG Zurich 40,000,000 80,080,000 120,080,000

2,502,000 Habib Bank AG Zurich, UAE 25,020,000 50,090,040 75,110,040

2,000,000 Jubilee Life Insurance Company Limited 20,000,000 40,040,000 60,040,000

798,950 Liberty Mills Limited 7,989,500 15,994,979 23,984,479

798,950 Liberty Power Tech Limited 7,989,500 15,994,979 23,984,479

7,575,000 Metro Securities (Pvt.) Limited 75,750,000 151,651,500 227,401,500

525,000 Moosani Securities (Pvt.) Limited 5,250,000 10,510,500 15,760,500

1,369,100 Shakoo (Pvt.) Limited 13,691,000 27,409,382 41,100,382

7,575,000 Swift Textile Mills (Pvt.) Limited 75,750,000 151,651,500 227,401,500

1,599,100 Westbury (Pvt.) Limited 15,991,000 32,013,982 48,004,982

4,047,500 Employees of the Company and Engro

Group 40,475,000 81,030,950 121,505,950

40,475,000 Total 404,750,000 810,309,500 1,215,059,500

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2.4. PRESENT OFFER - OFFER FOR SALE OF SHARES TO GENERAL PUBLIC

No. of

Shares

Face Value

(PKR)

Premium

(PKR)

Total

[including

premium]

(PKR)

40,475,000

The Present Offer of 40,475,000

ordinary shares (12.5% of the

total paid-up share capital of the

Company) of PKR 10/- each,

being offered at an Offer Price of

PKR 30.02/- per share (inclusive

of a premium of PKR 20.02/- per

share).

404,750,000 810,309,500 1,215,059,500

Notes:

a. As per rule 3 (I) (iv) of the Companies (Issue of Capital) Rules, 1996, the sponsors shall

at all times retain at least 25% of the capital of the Company.

b. As per regulation No. 5.4.5 (a) of KSE‟s Rule Book (Chapter 5 - Listing of Companies

and Securities Regulations), sponsors‟ shareholding in excess of 25% shall not be

saleable for a period of six months from the last date of public subscription.

c. As per regulation No. 5.4.5 (b) of KSE‟s Rule Book (Chapter 5 - Listing of Companies

and Securities Regulations), allocation of shares, under Pre-IPO placement (as specified

in section 2.3) including employees of company / group companies etc., shall not be

saleable for a period of six months from the last date of public subscription.

2.5. OPENING AND CLOSING OF THE SUBSCRIPTION LIST

The subscription list will open for three (3) days at the commencement of banking hours on

September 22nd

2014 and will close on September 24th

2014 at the close of banking hours.

Please note that online applications can be submitted 24 hours a day during the subscription

period which will close at 12:00 midnight on September 24th

2014.

In order to facilitate investors, United Bank Limited “UBL” is offering electronic submission

of application (e-IPO) to its accountholders. UBL account holders can use UBL Net Banking

to submit their application via link http://www.ubldirect.com/corporate/ebank.

2.6. INVESTOR ELIGIBILITY FOR PUBLIC OFFER

Eligible investors include

a) Pakistani citizens residing in or outside Pakistan or persons holding two nationalities including

Pakistani Nationality;

b) Foreign nationals whether living in or outside Pakistan;

c) Companies, bodies corporate or other legal entities incorporated or established in or outside

Pakistan (to the extent permitted by their respective constitutive documents and existing

regulations as the case may be);

d) Mutual funds, provident/pension/gratuity funds/trusts (subject to the terms of their respective

Trust Deeds and existing regulations); and


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e) Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

2.7. FACILITIES AVAILABLE TO NON-RESIDENT PAKISTAN AND FOREIGN

INVESTORS

Non-resident Pakistani investors and foreign investors may subscribe for the shares being offered

through this OFSD by using their Special Convertible Rupee Account (“SCRA”). For detail please

see Chapter XX of the Foreign Exchange Manual (2002) of the State Bank of Pakistan.

Foreign investors do not require any regulatory approvals to invest in the shares being offered

through this OFSD. Payment in respect of investment in the shares of the Company has to be made

in foreign currency through an inward remittance or through surplus balances in SCRA. Local

currency cash account(s) opened for the purpose of Foreign Portfolio Investment (FPI) is classified

as SCRA. There is no restriction on repatriation of sale proceeds and dividend payouts on shares.

Underlying client names/beneficial owners are required to be disclosed at depository level.

Key Documents required for individual(s):

1. Account opening request

2. Passport / ID

General documentation required for opening of SCRA account by institutional investors is:

1. Account opening request

2. Board Resolution & Signatories list

3. Passport / ID of Board of Directors

4. Passport / ID of all authorized signatories

5. Certificate of Incorporation (COI) or equivalent document like Trade Registry

Certificate, Business Registration Certificate, and Certificate of Commencement of

Business

6. Memorandum & Articles of Association

7. Withholding tax registration certificate / Certificate of country of domicile of client

8. Latest Annual Report

9. List of Board of Directors

10. List of Shareholders (greater than 10% holdings) and key officers

It is however pertinent to note that the procedure and requirements of each financial institution with

respect to opening of SCRA differs, hence it is advised to request the procedure from respective

financial institution.

Payments made by foreign investors shall be supported by proof of receipt of foreign currency

through normal banking channels. Such proof shall be submitted along with the Application by the

foreign investors.

2.8. MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF

SHARES

The basis and conditions of allotment to the general public shall be as follows:

(a) Application for shares below the total value of PKR 15,039/- (Offer Price plus PKR 0.01 per

share (Stamp duty on transfer of shares) plus 0.048032 per share (CDC charges of 0.16% of the

Offer Price) x 500 shares) shall not be entertained in case of transfer of shares to CDC account.

In case physical shares are desired application for shares below the total value of PKR 15,085/-

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(Offer Price plus PKR 0.15 per share (Stamp duty on transfer of shares) x 500 shares) shall not

be entertained.

(b) The minimum amount of application for subscription of 500 shares is PKR 15,039/- (Offer

Price plus PKR 0.01 per share (Stamp duty on transfer of shares) plus 0.048032 per share

(CDC charges of 0.16% of the Offer Price) x 500 shares) in case shares are desired to be

transferred to a CDC account. In case physical shares are desired, minimum amount of

application for subscription of 500 shares is PKR 15,085/- (Offer Price plus PKR 0.15 per

share (Stamp duty on transfer of shares) x 500 shares) for both in physical form and shares

under the book entry system.

(c) Application for shares must be made for 500 shares or in multiple of 500 shares only.

Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected.

(d) SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN

ONE APPLICATION BY SAME PERSON) IS PROHIBITED AND SUCH

APPLICATIONS’ MONEY IS LIABLE TO CONFISCATION UNDER SECTION 18A

OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969.

(e) If the shares offered to the general public are sufficient to accommodate all applications, all

applications shall be accommodated.

(f) If the shares applied for are in excess of the shares offered, the distribution shall be made by

computer balloting, in the presence of the representative(s) of the Stock Exchange in the

following manner:

(i) If all the applications for 500 shares can be accommodated, then all such applications

shall be accommodated first. If all applications for 500 shares cannot be accommodated,

then balloting will be conducted among applications for 500 shares only.

(ii) If all the applications for 500 shares have been accommodated and shares are still

available for allotment, then all applications for 1,000 shares shall be accommodated. If

all applications for 1,000 shares cannot be accommodated, then balloting will be

conducted among applications for 1,000 shares only.

(iii) If all applications for 500 shares and 1,000 shares have been accommodated and shares

are still available for allotment, then all applications for 1,500 shares shall be

accommodated. If all applications for 1,500 shares cannot be accommodated, then

balloting will be conducted among applications for 1,500 shares only.

(iv) If all applications for 500 shares, 1,000 shares and 1,500 shares have been

accommodated and shares are still available for allotment, then all applications for 2,000

shares shall be accommodated. If all applications for 2,000 shares cannot be

accommodated, then balloting will be conducted among applications for 2,000 shares

only.

(v) After the allotment in the above mentioned manner, the balance shares, if any, shall be

allotted in the following manner:

If the remaining shares are sufficient to accommodate each application for over

2,000 shares, then 2,000 shares shall be allotted to each applicant and remaining

shares shall be allotted on pro-rata basis.

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If the remaining shares are not sufficient to accommodate all the remaining

applications for over 2,000 shares, then balloting shall be conducted for allocation of

2,000 shares each to the successful applicants.

(g) If the Offer is over-subscribed in terms of amount only, then allotment of shares shall be made

in the following manner:

(i) First preference will be given to the applicants who applied for 500 shares;

(ii) Next preference will be given to the applicants who applied for 1,000 shares;

(iii) Next preference will be given to the applicants who applied for 1,500 shares;

(iv) Next preference will be given to the applicants who applied for 2,000 shares; and then

(v) After allotment of the above, the balance shares, if any, shall be allotted on pro rata basis

to the applicants who applied for more than 2,000 shares.

(h) Allotment of shares will be subject to scrutiny of applications for subscription of shares.

(i) Applications, which do not meet the above requirements, or applications which are incomplete,

will be rejected.

2.9. REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

On behalf of the Offerors, the Company shall take a decision within ten (10) days of the closure of

subscription list as to which applications have been accepted or are successful and refund the

money in cases of unaccepted or unsuccessful applications within ten (10) days of the date of such

decision, as required under Section 71 of the Ordinance.

As per Sub-section (2) of Section 71 of the Ordinance, if refund as required under Sub-section (1)

of Section 71 of the Ordinance is not made within the time specified therein, the Offerors shall be

liable to repay the money with surcharge at the rate of 1.5%, for every month or part thereof from

the expiration of the 15th day and, in addition, to a fine not exceeding PKR 5,000/- and in case of

continuing offense to a further fine not exceeding PKR 100/- per day after the said 15th day of

which the default continues. Provided that the Offerors shall not be liable if it proves that the

default in making the refund was not due to any misconduct or negligence on its part.

2.10. CREDIT AND DISPATCH OF SHARE CERTIFICATES

On behalf of the Offerors, the Company will dispatch share certificates to successful applicants

through their Banker to the Offer or by crediting the respective Central Depository System

(“CDS”) accounts of the successful applicants within thirty (30) days of the close of public

subscription, as per Listing Regulations of the Stock Exchange.

Shares will be issued either in scrip-less form in the CDS of CDCPL or in the shape of physical

scripts on the basis of option exercised by the successful applicants. Shares in the physical scripts

shall be dispatched to the Bankers to the Offer within thirty (30) days from the date of close of

subscription list, whereas scrip-less shares shall be directly credited through book entries in the

respective accounts maintained with the CDCPL. Please note that Transfer charges and Stamp

Duty, as the case may be, will not be borne by the Offerors.

The applicants who opt for receipt of shares in scrip-less form in CDS should fill in the relevant

columns of the Application Form. In order to exercise the scrip-less option, the applicant(s) should

have CDS account at the time of subscription.

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If the Offerors make a default in complying with the above requirements, they shall pay to the

Stock Exchange a penalty of PKR 5,000/- per day for every day during which the default

continues. The Stock Exchange may also notify the fact of such default and the name of the

Company by notice and also by publication in its Ready-Board Quotation of the Stock Exchange.

The name of the Company will also be notified to the members of the Exchange and placed on the

website of the Exchange.

2.11. TRANSFER OF SHARES

a) Physical Scripts

Under the provisions of Section 77 of the Ordinance, the Directors of the Company shall not

refuse to transfer any fully paid share unless the transfer deed is, for any reason, defective or

invalid or is not accompanied by the relevant share certificate. Provided that the Company shall

within thirty (30) days from the date on which the instrument of transfer was lodged with it,

notify the defect or invalidity to the transferee who shall, after the removal of such defect or

invalidity, be entitled to re-lodge the transfer deed with the Company.

b) Transfer under book entry system

The shares maintained with the CDS in the book entry form shall be transferred in accordance

with the provisions of the Central Depositories Act, 1997 and the CDCPL Regulations.

2.12. SHARES ISSUED IN PRECEDING YEARS

Date of Allotment Number of

shares

Par

Value

Amount (Par Value)

Share

Premium (per share)

Amount

(Share

Premium)

Amount

(Total) Consideration

February 28, 2006 2 10 20 - - 20 Cash

August 22, 2006 1,499,998 10 14,999,980 - - 14,999,980 Cash

January 31, 2007 11,000,000 10 110,000,000 - - 110,000,000 Cash

December 7, 2007 152,800,000 10 1,528,000,000 - - 1,528,000,000 Cash

September 9, 2008 138,700,000 10 1,387,000,000 - - 1,387,000,000 Cash

October 11, 2008 16,000,000 10 160,000,000 3.77 60,377,962 220,377,962 Cash

November 4, 2011* 900,000 10 9,000,000 5 4,500,000 13,500,000 Cash

November 24, 2011* 150,000 10 1,500,000 5 750,000 2,250,000 Cash

December 8, 2011* 2,425,000 10 24,250,000 5 12,125,000 36,375,000 Cash

December 29, 2011* 125,000 10 1,250,000 5 625,000 1,875,000 Cash

June 28, 2012* 150,000 10 1,500,000 7 1,050,000 2,550,000 Cash

December 27, 2012* 50,000 10 500,000 7 350,000 850,000 Cash

TOTAL 323,800,000 3,238,000,000 79,777,692 3,317,777,962

* Shares issued under Employee Shares Option Scheme

2.13. PRINCIPAL PURPOSE OF THE OFFER FOR SALE OF SHARES

The purpose of this Offer for Sale of Shares by ECL and EPL is to expand and diversify the capital

base, improve governance structure of the Company, raise liquidity and consequently access

alternate capital resources. Proceeds from the Offer will be utilized to:

(i) pay-off conventional liabilities, and

(ii) finance new projects such as the LNG terminal

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2.14. INTEREST OF SHAREHOLDERS

None of the holders of the issued shares of the Company, except IFC who is also senior lender,

have any special or other interest in the property or profits of the Company other than as holders of

the ordinary shares in the capital of the Company.

2.15. DIVIDEND POLICY

The rights in respect of capital and dividends attached to each share are and will be the same. The

Company in its general meeting may declare final dividends but no dividends shall exceed the

amount recommended by the Directors. Dividend, if declared, in the general meeting, shall be paid

according to the terms of the provisions of the Ordinance.

The Directors may from time to time pay to the members such interim dividends as appear to the

Directors to be justified by the profits of the Company. No dividends shall be paid otherwise than

out of the profits of the Company for the year or any other undistributed profits.

No unpaid dividends shall bear interest or mark-up against the Company. The dividends

shall be paid within the period prescribed under the Ordinance.

Those investors who intend that their cash dividend, if any, is directly credited in their Bank

Account, must fill-in the relevant part of the shares subscription Form under the heading,

“Dividend Mandate Option”.

2.16. ELIGIBILITY FOR DIVIDEND

The shares being offered shall rank pari-passu with the existing shares in all matters, including the

right to such bonus or right issue and dividend as may be declared by the Company subsequent to

the offer of such shares.

The Company has already declared and paid an interim dividend of PKR 1.54/- per share (as

of 30th

June 2014), out of the profit for the financial year ending 31st December 2014 to the

existing shareholders, that excludes Pre-IPO Placement Investors and the General Public.

2.17. DEDUCTION OF ZAKAT

Income distribution will be subject to deduction of Zakat at source, pursuant to the provisions of

Zakat and Ushr Ordinance, 1980 (XVIII of 1980) as may be applicable from time to time (except

where the Ordinance does not apply to any shareholder or where such shareholder is otherwise

exempt or has claimed exemption from payment/deduction of Zakat in terms of and as provided in

that Ordinance).

2.18. CAPITAL GAINS (SECTION 37-A)

Capital gains derived from the sale of listed securities are taxable in the following manner under

Section 37A of the Income Tax Ordinance, 2001.

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Tax Rate

Holding period of securities

S. No. Tax Year less than one year more than one year and less

than two years

more than two

years

1 2015 12.5% 10% 0%

2.19. WITHHOLDING TAX ON DIVIDENDS

Dividend distribution to shareholders will be subject to withholding tax at the reduced rate of 7.5%

as specified in Clause 20 of Part 2 of the Second Schedule to the Income Tax Ordinance, 2001.

2.20. EXEMPTION FROM INCOME TAX

Income of the Company derived from the electric power generation project is exempted from

income tax under clause 132 of Part-1 of the Second Schedule to the Income Tax Ordinance, 2001.

2.21. DEFERRED TAXATION

The profits and gains of the Company derived from electric power generation are exempt from tax

under terms of clause 132 of Part-I of the Second Schedule to the Income Tax Ordinance, 2001

therefore no provision for deferred taxation is required to be made by the Company.

2.22. SALES TAX ON SALE/PURCHASE OF SHARES

Under the Constitution of Pakistan and Article 49 of the 7th NFC Award the Government of Sindh

and the Government of Punjab have promulgated the Sindh Sales Tax on Services Act, 2011 and

the Punjab Sales Tax on Services Act, 2012 respectively. The Sindh Revenue Board and the

Punjab Revenue Authority administer and regulate the levy and collection of the Sindh Sales Tax

(SST) and Punjab Sales Tax (PST) respectively on the taxable services provided or rendered in

Sindh or Punjab.

The value of taxable services for the purpose of levy of sales tax is the gross commission charged

from clients in respect of purchase or sale of shares in a Stock Exchange. As per Sindh Finance Act

2014-15, as mentioned in Part B of the Second Schedule (Taxable Services) read with Section 3 of

the Sindh Sales Tax on Services Act, 2011, the sales tax on Brokerage is 15%.

2.23. CAPITAL VALUE TAX (CVT) ON PURCHASE OF SHARES

Pursuant to amendments made in the Finance Act, 1989 through Finance (Amendments)

Ordinance, 2012 promulgated on April 24, 2012, 0.01% Capital Value Tax will be applicable on

the purchase value of shares.

2.24. JUSTIFICATION FOR PREMIUM

Professional Management Team with Proven Track Record

The Company has a strong emphasis on recruiting and retaining best professionals who are

central to its business model. The management team boasts strong professional backgrounds

from top tier institutions.

A testament to this is the fact that the Project was constructed at a cost of US$ 0.89 million /

MW which is amongst the lowest in thermal IPPs that have come online under the Power

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Policy 2002 thus benefiting the end users in the form of lower tariff. Furthermore, the Project

was completed 3 months prior to RCOD, highlighting the management‟s ability to timely

execute key deliverables.

In addition to the above, the Company has operated the Project at par with other IPPs over the

course of its life through its in-house O&M team further highlighting its operational excellence

and commitment to quality.

Among the Low Cost Power Producers

The Company operates a new and state-of-the-art technology to produce low cost power from

permeate gas. It is a well-known fact that amongst thermal power projects, gas based projects

are one the cheapest source of power due to their substantially lower fuel cost. The Company

thus ranks higher in NEPRA‟s dispatch merit order list, benefiting from higher dispatch factor.

Guaranteed Returns

The Project was established under the Power Policy 2002 whereby, the Company is guaranteed

a US$ IRR of ~ 15% irrespective of off take or dispatch. Under the aforementioned policy and

the PPA, tariff is determined using a cost plus fixed return of equity approach and individual

tariff components are indexed for variation in exchange rate(s) and inflation, thus hedging the

Company against exchange rate and inflation risk.

Additionally, certain variations in fuel price are also passed on to the Power Purchaser. IPPs

enjoy exemption from income tax (including turnover tax) and withholding tax on import

during project construction. Also GoP is required to reimburse the Company for certain

adverse changes in duties and taxes, and against specified political risks.

Unique Source of Fuel Supply

The Company utilizes permeate gas from the Qadirpur gas field as fuel to run its operations.

The permeate gas has a low BTU value and was previously flared / wasted due to its limited

use. Due to the unique nature of its fuel source the present gas supply shortage in the country

and the resultant curtailment faced by industries across the board, the Company faces a

significantly lower risk of gas curtailment.

Capital Appreciation Potential

Return on equity is likely to increase over the life of the Project due to the gradual depreciation

parity resulting in higher dividend stream. Furthermore in the current scenario of a stable to

declining interest rate environment, high yielding shares also offer capital appreciation

potential.

Engro, a Leading Corporate Entity

Engro is a leading brand name in Pakistan, and has an excellent reputation amongst its

customers, suppliers, lenders and other stake holders due to its professional corporate structure,

experienced management, quality products, innovation, diversification and continued growth

strategy.

Over the last decade, Engro Corporation Limited has grown from PKR 10 billion to PKR 155

billion in terms of revenue and is one of the largest industrial corporations in Pakistan

operating in various sectors including Fertilizer, Foods, Energy and Chemicals. Engro

Corporation has differentiated itself in Pakistan‟s business landscape by its proven ability to

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grow the business through its superior management expertise and its commitment to Pakistan,

where it has invested over USD 1.9 billion in projects from 2007 to 2011. In terms of market

capitalization, Engro Corporation is also one of the largest private sector companies listed on

the Karachi Stock Exchange.

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PART 3

3 UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES

3.1. UNDERWRITING

The Offer of 40,475,000 ordinary shares at an Offer Price of PKR 30.02/- per share has been

fully underwritten as under:

Name of Underwriter Number of Shares Amount (PKR)

Habib Bank Limited 20,237,500 607,529,750 Bank Alfalah Limited 20,237,500 607,529,750

Total 40,475,000 1,215,059,500

If, and to the extent, the Ordinary Shares underwritten are not subscribed and paid for in full

by the closing date for the public subscription, the Underwriters in terms of the underwriting

agreements will, within two (2) days of being called upon to do so by the Offerors, (i)

subscribe and take up against full payment in cash or (ii) procure subscribers to subscribe and

take up against full payment in cash, the shares remained unsubscribed subject to the

maximum number of the shares underwritten by each of them.

In opinion of the Directors, the resources of the Underwriters are sufficient to discharge their

underwriting commitments.

3.2. UNDERWRITING COMMISSION

The underwriters have been paid an underwriting commission at the rate of 0.75% of the

amount of Offer underwritten by them. In addition, a take up commission at the rate of 0.25%

shall be paid to the underwriters on the value of shares required to be subscribed by them by

virtue of their respective underwriting commitments.

3.3. BUY BACK/REPURCHASE AGREEMENT

THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK/RE-PURCHASE

AGREEMENT WITH THE OFFERORS OR ANY OTHER PERSON IN RESPECT OF THIS

PUBLIC OFFER.

ALSO, NEITHER THE OFFERORS NOR ANY OF THEIR ASSOCIATES HAVE ENTERED

INTO ANY BUY BACK/REPURCHASE AGREEMENT WITH THE UNDERWRITERS OR

THEIR ASSOCIATES. THE OFFERORS AND THEIR ASSOCIATES SHALL NOT BUYBACK

/ REPURCHASE SHARES FROM THE UNDERWRITERS AND THEIR ASSOCIATES.

3.4. COMMISSION TO THE BANKERS TO THE OFFER

A commission at the rate of 0.25% of the amount collected on allotment in respect of successful

applicants will be paid by the Offerors to the Bankers to the Offer for services to be rendered by

them in connection with this Offer for Sale of Shares.

3.5. BROKERAGE

For the public offering, the Offerors will pay brokerage to the TREC holders of the Exchange at the

rate of 1% of the value of shares (including premium) actually sold through them. No brokerage

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shall be paid to the TREC in respect of shares taken up by the underwriters by virtue of their

underwriting commitments.

3.6. ESTIMATED EXPENSES TO THE OFFER FOR SALE

The expenses of this Offer are estimated not to exceed PKR 69.73 million. All such expenses are

to be borne by the Offerors. Details of the expenses are mentioned below:

Expenses Rate Amount (PKR)

Financial Advisor & Lead Arrangers Fee 0.92% 22,357,095

Underwriting Commission – General Public 0.75% 9,112,946

Take up Commission – General Public 0.25% 3,037,649

Brokerage to Members of the Stock Exchange 1.00% 12,150,595

Bankers to the Offer Commission 0.25% 3,037,649

Printing, Publication and Notice Costs 3,000,000

KSE Initial Listing Fee, Annual Listing Fee,

Service Charges 3,118,012

SECP Application and Processing Fee 200,000

Balloting Agent 2,220,000

Marketing Cost 5,000,000

Legal & Professional Fee 1,500,000

Miscellaneous Cost 5,000,000

Total 69,733,946

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PART 4

4 HISTORY AND PROSPECTS

4.1. BRIEF HISTORY

4.1.1. The Offerors


Engro Corporation Limited (formerly known as “Engro Chemical Pakistan Limited”) is one

of the largest industrial corporations in Pakistan operating in various sectors including

Fertilizer, Foods, Energy and Chemicals. It is a public limited company and is listed on the

Karachi, Lahore and Islamabad Stock Exchanges.

An Esso/Mobil joint venture started operations in 1957 which discovered the Mari Gas field

near Daharki. In 1965 Esso set up EssoPakistan Fertilizer Company Limited which started

manufacturing and marketing fertilizers and established a full-fledged marketing organization

which undertook agronomic programs to educate the farmers of Pakistan. As the nation‟s first

fertilizer brand, Engro (then Esso) helped modernize traditional farming practices. In 1971,

Esso Pakistan Fertilizer Company Limited became Exxon Chemical Pakistan Limited and

then later Engro Chemical Pakistan Limited as a result of the most successful employee buy-

out in Pakistan‟s corporate history.

On January 1st, 2010, after a demerger of the fertilizer business, Engro Chemical Pakistan

Limited was renamed Engro Corporation Limited and established as a holding company. The

principal activity of the the Holding Company is to manage investments in subsidiary

companies and joint ventures.

Engro Corporation has differentiated itself in Pakistan‟s business landscape by its proven

ability to grow the business through its superior management expertise and its commitment to

Pakistan, where it has invested over USD 1.9 bn in projects from 2007 to 2011. In terms of

market capitalization, Engro Corporation is also one of the largest private sector companies

listed on the Karachi Stock Exchange.


Engro Powergen Limited, a wholly owned subsidiary of Engro Corporation Limited, was

incorporated in 2008 to develop power projects in Pakistan with a view to addressing the

perennial power shortage in the country while still earning a competitive return for its

shareholders.

Engro Powergen Limited is the parent company of Engro Powergen Qadirpur Limited which

operates a 217.298 (net) MW Combined Cycle Power Plant and in 2009 also entered into a

joint venture with the Sindh government, to establish the Sindh Engro Coal Mining Company

Limited whose principal purpose is to mine coal from Thar Block-II and is also developing

660 MW coal based power project.

4.1.2. The Company

Engro Powergen Qadirpur Limited (“EPQL” or the “Company”) was incorporated in Pakistan

on February 28th, 2006 as a private limited company. Effective March 24, 2008, the

Company was converted to an unlisted public company.

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Engro Powergen Qadirpur Limited was established to undertake the business of power

generation and sale. The Company completed construction and testing of its 217.298 (net)

MW combined cycle power plant and commenced commercial operations on March 27, 2010.

The electricity generated is transmitted to the National Transmission and Dispatch Company

(“NTDC”) under the Power Purchase Agreement (“PPA”) dated October 26, 2007 which is

valid for a period of 25 years from the Commercial Operations Date.

4.1.3. Plant Details

The Company has set up a 217.298 (net) MW gas based thermal power project near Qadirpur,

District Ghotki, Sindh. The Company operates a plant of Chinese origin which was acquired

brand new in the years 2007-2009.

The project is unique as it converts low-BTU, high sulphur content permeate gas, which was

earlier being wasted and flared, into much needed electric power. The plant is a Combine

Cycle Plant, with 1+1+1 configuration; i.e. one gas turbine, one Heat Recovery Steam

Generator (“HRSG”), and one steam turbine. The plant uses permeate gas as its primary fuel

source and HSD as the startup and backup fuel. The unique fuel usage, which was previously

being flared, makes Engro Powergen Qadirpur Limited one of the lowest tariff power plant as

compared to other thermal based power plant in the economic merit order and also results in a

net saving of national energy. The low cost of fuel does not have an impact on net

profitability of the Company since it is a pass through item.

The plant operates on highly efficient technology resulting in a lower cost of power

generation. China Tianchen Chemical Engineering Corporation (TCC) was chosen as

Engineering and Procurement Contractor for the project and China National Construction and

Engineering Company (CNCEC) was chosen as construction contractor after a competitive

bidding process.

A tariff based on a net output of 217.3MW (while operating on permeate gas) and 212.9MW

(while operating on HSD) was approved by the NEPRA.

Brief synopsis of the Engro Powergen Qadirpur Limited power plant is provided in the table

below:

Location 2.5 KM approx from OGDCL‟s Qadirpur gas treatment plant

Plot Size 40 Acres

Total Gross Capacity 224.8 MW

Auxiliary Consumption 7.5 MW

Net Capacity (with correction) 217.3 MW

Gas Turbine Specifications Combined Cycle Gas Turbine – GE PG9171E supplied by

Nanjing Turbine Company

Steam Turbine Specifications Harbin Steam Turbine Factory Co. Ltd., China

Commerical Operations Date March 27, 2010

Total Project Cost (actual) USD 194 Million

Fuel - 75MMSCFD Permeate Gas from Qadirpur Gas Field

- High Speed Diesel (HSD) as startup and backup fuel

Gas Supply Contract Sui Nothern Gas Pipelines Limited (SNGPL)

Project Life 25 Years (~21 years remaining)

EPC Contractor China Tianchen Chemical Engineering Corporation (TCC)

Construction Contractor China National Construction and Engineering Company

(CNCEC)

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4.1.4. Location

Land for the project site was purchased near OGDCL‟s Qadirpur gas plant in February 2007

in Qadirpur, District Ghotki, Sindh. Raw water to meet normal plant needs is drawn from the

Ghotki feeder canal located approximately 7 km south of the project site under a permit from

the Sindh Irrigation and Drainage Authority.

4.1.5. Project Construction and Implementation Status

The Engro Powergen Qadirpur Limited project was initiated with the submission of a

proposal to PPIB for approval in January 2005 and it commenced commercial operations on

March 27, 2010, in the shortest time as compared to other IPPs. Provided below are key

milestones in the project‟s development:

Milestones Date Proposal submitted to PPIB Jan 2005

PPIB Approved 75 MMSCFD Permeate Gas Sep 2005

Feasibility Approved by PPIB Sep 2006

Tariff Petition Submitted to NEPRA Feb 2007

NEPRA Public Hearing Held Mar 2007

NEPRA Tariff Determination July 2007

EPC Contract Signed Oct 2007

PPA / IA Signed Oct 2007

GSA Signing after OGRA Approval Apr 2008

GSA Amendment & Financial Close Oct 2008

IFC Equity Injection Oct 2008

First Fire of Gas Turbine Dec 2009

Synchronization of Plant with WAPDA Dec 2009

Mechanical Completion Mar 2010

Commercial Operations Date March 27, 2010

Physical and Financial Project Completion Date July 19, 2011

4.1.6. Production Since Achieving Commercial Operations Date(COD):

The Project achieved COD on March 27, 2010, representing one of the shortest construction

periods for comparable IPPs in recent history. Over 3 years of operations the plant has

operated at a healthy average billable availability factor of 95%:

Billable Availability

Factor

Load Factor

2nd

Quarter(Apr- Jun) 2010 99.2% 85.3%

3rd

Quarter (Jul-Sep) 2010 88.6% 71.3%

4th Quarter (Oct-Dec) 2010 98.1% 89.9%

Full year 2010 95.0% 82.5%

1st Quarter (Jan-Mar) 2011 99.7% 83.0%

2nd

Quarter(Apr- Jun) 2011 100.2% 85.8%

3rd

Quarter (Jul-Sep) 2011 100.1% 87.9%


Full year 2011 100.1% 88.1%

1stQuarter(Jan- Mar) 2012 100.4% 88.9%

2nd

Quarter(Apr- Jun) 2012 100.0% 96.5%

3rd

Quarter (Jul-Sep) 2012 100.6% 95.2%


Full year 2012 100.5% 93.9%


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*Note: The plant went into a complete shutdown on Oct 12, 2013 due to fault in gas turbine generator rotor.

This was a unique failure of GT - Gen Rotor and there was no experience / expertise available in Pakistan,

but team managed to reach out & found an expert vendor – Korean Power Services, and the repair was done

at site which was the first of its kind in Pakistan. The plant was brought back online on December 27, 2013

and is functioning smoothly after repair.

4.1.7. Key Contractors / Technology Partners

Key contractor and technology partners of Engro Powergen Qadirpur Limited and their brief

profiles are given in the table below:

Contractor / Technology Partner Role Profile

China Tianchen Chemical

Engineering Corporation

(TCC)

Engineering and

Procurement Contractor

TCC was founded in 1953

and is one of the leading

international engineering

corporations in the world.

On the international front,

TCC is ranked as a top

225 Global International

Contractor in the

American "Engineering

News Records" (ENR).

TCC is ISO 9001 quality

system certified. In 2002,

TCC also passed the

certification for ISO

14001, GB/T28001

Occupational Safety &

Health and Environmental

Management system.

China National Construction

and Engineering Company

(CNCEC)

Construction Contractor

CNCEC, a large

corporation directly

administrated by the State

Council of China, acted as

Construction Contractor

for the project.

The company has

diversified exposure in

the fields of Power,

Fertilizer, Petrochemical,

Oil Refinery and

Infrastructure

CNCEC has successfully

executed more than 1,000

Billable Availability

Factor

Load Factor

2nd

Quarter(Apr- Jun) 2013 100.8% 74.0%

3rd

Quarter (Jul-Sep) 2013 100.6% 99.7%

4th Quarter (Oct-Dec) 2013* 30.5% 15.5%

Full year 2013 83.1% 71.7%


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Contractor / Technology Partner Role Profile

contracts with a

cumulative value

exceeding USD 4,000

million in over 40

countries

Masaood John Brown

International (MJBI)/Harbin

Hanghao Power Station

Equipment Science and

Technology Co. Ltd

Long-Term Service

Agreement-Maintenance

Support

EPQL has entered into

maintenance support

contract with Masaood

John Brown International

(MJBI) and Harbin

Hanghao Power Station

Equipment Science and

Technology Co. Ltd.

MJBI is a world

renowned service

provider for Frame 9E gas

turbine. Harbin Hanghao

is the maintenance

support arm of Harbin

Turbine Company, OEM

of steam turbine. Both the

contractors have

mobilized during the first

maintenance outage in

March 2011.

4.1.8. Key Operational Contracts

Detail of Key Operational Contracts is provided at paragraph 7.8.4.

4.1.9. Project Funding

The total project cost was initially estimated at USD 205 million as against the actual cost of

USD 194 million at COD which had been financed in a Debt-Equity ratio of 75/25. The entire

senior debt was arranged through international financing in the following manner;

Institutions Agreement Date

USD million

Amount

Committed

Amount

Utilized

International Finance Corporation (IFC) 19/12/2007 57 53.1

DEG of Germany (DFI) 19/12/2007 20 18.7

FMO of Netherland (DFI) 19/12/2007 28 26.0

Proparco of France (DFI) 19/12/2007 23 21.9

Swedfund of Sweden (DFI) 19/12/2007 13 12.2

OPEC Fund for International

Development (OFID) 19/12/2007 13 12.1

Total Debt 154 144.0

Ultimately only USD 144 million of debt financing was utilized and these international

lenders are scheduled to be completely repaid by the year 2020. As of December 31, 2013 the

current outstanding amount is USD 105 million.

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4.1.10. Tariff

The power purchaser ensures guaranteed returns through a tariff structure covering all fixed

and variable costs. Summarized tariff structure is presented below:

Tariff structure is classified into two components; (a) cash outflows linked with capacity

utilization of the plant such as fuel price, variable O&M, etc. (referred as “Energy

Purchase Price”) and (b) cash outflows independent of capacity utilization of the plant

such as debt servicing, return on equity, fixed O&M costs etc. (referred as “Capacity

Purchase Price”). Hence, equity returns are assured regardless of capacity utilization of

the plant provided the plant is made available for dispatch.

The equity investors are guaranteed a US dollar based equity IRR of 15% provided that

the company is making dependable power capacity available. The table below illustrates

the tariff structure applicable to all thermal IPPs.

Engro Powergen Qadirpur Limited has one of the lowest tariffs amongst other thermal IPPs

bringing it on higher priority in the merit order of dispatch.

Engro Powergen Qadirpur Limited‟s tariff (excluding fuel cost component) has been trued-up

by NEPRA and is shown below:

Tariff Component Indexation

Year 1 (2010 –

2011 ) to 10 (2020-

2021)

Year 11 (2021-

2022) to 25

(2034-2035)

Capacity charge for Operation on Gas (PKR/kW/Hr)

Fixed O&M – Foreign US$/PKR& US CPI 0.0096 0.0096

Fixed O&M – Local* CPI (General) - Local 0.1796 0.1796

Insurance Actual on yearly basis 0.0630 0.0630

Cost of Working Capital KIBOR Variation 0.0537 0.0537

ROE US$/PKR 0.3438 0.3438

ROEDC US$/PKR 0.1265 0.1265

Debt Servicing Libor & Exchange rate

Variation 0.7121 -

Total Capacity Charge 1.4883 0.7762

Energy charge for Operation on Gas (PKR/kWH)

Variable O&M – Foreign US$/PKR& US CPI 0.1917 0.1917

Variable O&M – Local* CPI (General) - Local 0.0501 0.0501

Total Variable O&M

(PKR/ KWh)

0.2418 0.2418

*Reference values revised by NEPRA for April 2011 onwards

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Tariff for Q2, 2014 as approved by NEPRA is as follows:

Tariff Components Revised April-June

2014 Quarter – Gas

Capacity Charge (PKR/kW/Hour)

Fixed O&M – Foreign 0.0121

Fixed O&M – Local 0.2194

Insurance 0.0687

Cost of Working Capital 0.0455

ROE 0.3997

ROEDC 0.1471

Debt Servicing 0.8252

Total Capacity Charge (PKR/kW/Hour) 1.7177

Variable O&M (PKR/kWh)

Variable O&M – Foreign 0.2414

Variable O&M – Local 0.0612

Total Variable O&M (PKR/kW/Hour) 0.3026

The aforementioned tariff is subject to quarterly revision. For future reference, latest tariff of

the Company can be found at http://www.nepra.org.pk/tariff_ipps.htm. The tariff applicable in

Q2 including fuel cost was of PKR 7.0666 per kW/Hour.

4.2. Power Industry Overview

The Power Sector of Pakistan is primarily operated through the Water and Power Development

Authority (“WAPDA”) which distributes electricity across Pakistan except for the metropolitan

city of Karachi (and its surrounding areas) which are distributed electricity via K-Electric.

However, given the dearth of electricity and due to the Government of Pakistan‟s initiative to boost

investment in this sector, private sector participation in power generation has increased in recent

years with establishment of 35 Independent Power Projects (“IPPs”) contributing a total of ~43% to

the total electricity generation in Pakistan.

As of 2013, the total electricity generation capacity of Pakistan was 23,663 MW, of which thermal

contributed 16,000 MW (67.62%), hydroelectric contributed 6,826 MW (28.85%), nuclear

contributed 787 MW (3.33%) and 50 MW (0.2%) was contributed by wind power. Domestic users

are the largest consumers of electricity consuming ~46%; followed by the industrial sector ~30%,

agriculture ~11% and the commercial sector ~8% respectively.

Pakistan finds itself very short in terms of power supply, with supply unable to keep pace with

demand which is expected to increase in a range of 5-7% per annum, with the domestic power

industry unable to generate enough electricity to meet the country‟s needs resulting in a supply

deficit of more than 5,000 MW at peak demand levels. This situation is expected to persist in the

short to medium term. The spike in shortfall is primarily due to following reason:

- Capacity is underutilized from existing power plants

- No major expansion neither from private nor from public sector

- Significant Transmission and Distribution Losses

- Creation of circular debt

http://www.nepra.org.pk/tariff_ipps.htm

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Units in MW

Source: NEPRA, BAFL & HBL Research

Chronic power deficit in the country has been regarded as one of the most significant challenges

facing the country, particularly in the manufacturing sector. With limited addition to the power grid

during FY08-FY13, the deficit is currently estimated to be over 5, 000MW while circular debt leads

to further under-utilization of resources. The gross amount of circular debt, at present, is estimated

to be at the levels PKR300bn (May‟14).

Source: NEPRA

4.3. RISK FACTORS

4.3.1. Off-take Risk

Low dispatch / off-take from the Project may result in lower revenue for the Company and

resultantly lower profits. This may have an adverse effect on investor returns.

Mitigating Factor:

Under the PPA, tariff payments are bifurcated into capacity payments and energy payments.

Capacity payments require reimbursement of certain fixed costs, financing costs and returns on

equity to the Company irrespective of Off-take, whereas energy payments are based on certain

variable costs.

Subject to the terms of the PPA, the Power Purchaser is obligated to make capacity payments

to the Company provided the Company is able to keep available the committed capacity.

-

2,000

4,000

6,000

8,000

-

5,000

10,000

15,000

20,000

25,000

FY09 FY10 FY11 FY12 FY13

Generation Capability Peak Demand Deficit

36%

27%

30%

4% 2%

Electricity Generation by Source

(FY13)

Oil Gas Hydel Nuclear Others

16%

52%

31%

1%

Electricity Generation By Source

(FY05)

Oil Gas Hydel Nuclear Coal

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4.3.2. Operational Risk

Unlike other IPPs, the Company operates the plant through internal O&M service providers. In

the event, the Company is unable to make available the committed capacity it will lead to a

reduction in capacity payments and consequently, return on equity which cannot be passed on

to the O&M contractor in the form of liquidated damages.

Mitigating Factor:

The Company has put into place a highly professional and experienced O&M team which

ensures continuity of operations, compliance with the terms of the relevant contracts

(including the PPA) and maintains and operates the plant as per requisite schedules.

Furthermore, being cognizant of the criticality of its O&M team, the Company has developed

a system of succession planning to ensure smooth operations in the event of turnover.

4.3.3. Gas Supply Risk

Given the shortage of gas supply, several industries including the Power Sector faces gas load

shedding which results in lower dispatch.

The existing source of gas supply may deplete over the life of the Project which may render

the Company unable to continue operations.

Mitigating Factor:

The Company utilizes a unique source of gas i.e. permeate gas to generate power. Permeate

gas is supplied from the Qadirpur Gas field which was previously being flared. EPQL is

isolated from effects of gas curtailment due to overall gas shortage in the country.

In the event of depletion in gas reserves, the Company is allowed to comingle fuel i.e. run on

both gas and HSD and get an appropriate tariff. Further comfort can be taken from the fact that

under the terms of the Implementation Agreement (the terms of which are summarised in

paragraph 7.8) the GoP is obligated to allow the Company certain costs for alternate fuel

sources.

4.3.4. Gas Price Risk

An increase of gas price i.e. the primary business driver will result in lower profitability of the

Company and hence lower investor returns.

Mitigating Factor:

Subject with compliance with the efficiency provided in the tarrif, the tariff structure as

approved under the PPA, allows for certain increases in fuel prices to be passed-on to the

Power Purchaser.

4.3.5. Technology Risk

The power plant may face technological obsolescence and may be replaced with plants

operating on more efficient technology.

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Mitigating Factor:

Subject to the terms of the PPA, the Power Purchaser is obligated to purchase power from the

Company for a term of 25 years with predefined return on equity. The PPA also stipulates a

regressive efficiency structure which accounts for loss of efficiency due to usage.

4.3.6. Interest Rate Risk

Fluctuation in interest rate may have an adverse effect on the Company‟s profitability.

Mitigating Factor:

Cost of financing constitutes part of capacity payments in the PPA. Interest payment

components are indexed to variations in the respective benchmark interest rates i.e. KIBOR or

LIBOR.

4.3.7. Inflation Risk

Inflationary pressure will increase the operating costs for the Company thus reducing its

profitability.

Mitigating Factor:

Under the PPA, certain effects of inflation are adjusted for when determining the amount of

payments to be made to the Company by the Power Purchaser.

4.3.8. Liquidity Risk

Build-up of circular debt and the resultant liquidity constraint may render the Company unable

to honor its financial commitments.

Mitigating Factor:

The Company keeps a close watch on its liquidity through stringent internal controls. Financial

obligations are projected to determine the level of liquidity required which is arranged through

either internal cash generation or available credit lines.

4.3.9. Exchange Rate Risk

Risk of PKR depreciating against USD may result in variability of the Company‟s

profitability.

Mitigating Factor:

The tariff is adjusted by NEPRA to take into account fluctuations of USD/PKR exchange

rate during construction.

Foreign currency component of O&M costs, return on equity, interest payment and

principal repayment component are indexed to variations in the USD/PKR exchange rate.

GOP provides guarantee on availability of foreign currency, free transfer and repatriation

of funds under the Implementation Agreement.

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Under Power Policy 2002, the company is guaranteed a US dollar equity Internal Rate of

Return (“IRR”) of approximately 15%. Pakistan’s IPP’s have a unique return structure

in which they are insulated from fluctuations in fuel prices, interest rates and foreign

exchange rates. The tariff structure outlined in the Power Purchase Agreement (“PPA”)

ensures the IPPs of US dollar-denominated revenue streams, with equity returns pegged to

the US dollar, insulating cash flows from exchange rate movements.

4.3.10. Credit Risk

The Power Purchaser may be unable to clear its dues under the circular debt resulting in a loss

to the Company.

Mitigating Factor:

Receivables of Company under sale of electricity are secured against a GoP guarantee through

the Implementation Agreement. Additionally, being an IPP operating on gas, the Company

contributes one of the cheapest forms of power to the national grid. Hence, continued

operations of the Company are a matter of direct interest to the Power purchaser.

4.3.11. Litigation Risk

The litigations mentioned in section 7.10 may have an adverse impact on the Company.

Mitigating Factor:

Litigations against levy of Gas Infrastructure Development Cess (GIDC) and Worker Welfare

Fund (WWF) have no adverse impact on the Company since both are recoverable from Power

Purchaser as a „pass through‟ item.

For remaining litigation, the Company is confident, based on the advice from its legal counsel,

that chances of judgment against the Company are remote hence no provisions have been taken

into the financial statements of the Company.

4.3.12. Capital Markets Risk

The risk relates to the price performance of the share after the Company is listed.

Mitigating Factor:

The rise or fall in market prices is mainly governed by market forces. However, investor

sentiment is based on the fundamental value of the Company which is primarily dependent on

financial performance. Further, past performance is no guarantee of future returns but the

Company is likely to perform in future due to experienced management and strong group

profile.

4.3.13. Flood Risk

Floods may cause interruption in the operations of plant and damage the plant and machinery.

Mitigating Factor:

The Project facility is protected through plant walls and gates which are designed and built to

stop water ingress. Furthermore, all roads leading to the Project facility are surrounded by

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drain channels which collect the flood water at a common water pit built at the lowest

elevation of the plant.

4.3.14. Recovery of Insurance Claims

Timing and amount of insurance claim recovery may affect projected cash flows.

Mitigating Factor:

The insurance company was brought onboard from the onset of the problem to minimize their

turnaround time and all steps were taken after their concurrence of the malfunction of rotor in

2013. Accordingly, the Company is confident that the insurance claim will be recovered

during 2014.

4.3.15. Political Risk

Uncertain political conditions / political force majeure events may pose a threat to the

Company‟s profitability.

Mitigating Factor:

Pursuant to the Implementation Agreement, the Company is not liable for failure or delay in

performing certain obligations in case of certain political force majeure events.

Note: IT IS STATED THAT ALL MATERIAL RISK FACTORS HAVE BEEN DISCLOSED

AND THAT NOTHING HAS BEEN CONCEALED IN THIS RESPECT.

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PART 5

5 FINANCIAL INFORMATION

5.1. AUDITORS’ REPORT UNDER SECTION 53(I) 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 OFFER FOR

SALE DOCUMENT

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5.2. SHARE BREAK-UP VALUE CERTIFICATE

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5.3. AUDITORS CERTIFICATE ON ISSUED, SUBSCRIBED, AND PAID – UP –

CAPITAL OF THE COMPANY

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5.4. HALF YEAR AUDITED ACCOUNTS FOR THE PERIOD ENDED 30TH

JUNE 2014

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5.5. SUMMARY FINANCIAL HIGHLIGHTS

INCOME STATEMENT

PKR in Million Jun’14 (HY) Dec’13 Dec’12 Dec’11 Dec’10

Revenue 6,516 8,665 11,666 8,338 5,727

Cost of Sales 5,068 7,014 9,033 6,050 4,120

Gross Profit 1,448 1,652 2,633 2,288 1,607

Profit from Operations 1,421 1,934 2,510 2,216 1,544

Financial Charges 333 476 404 429 432

Profit after Tax 1,088 1,458 2,101 1,786 1,111

BALANCE SHEET


Equity 6,075 5,523 6,758 5,110 4,193

Non-Current Assets 14,416 15,337 14,969 14,564 14,393

Current Assets 6,281 3,696 9,396 6,048 4,228

Total Assets 20,697 19,033 24,365 20,611 18,621

Current Liabilities 6,324 3,923 7,474 5,038 3,464

Non-Current Liabilities 8,298 9,586 10,133 10,464 10,964

Total Liabilities 14,622 13,510 17,607 15,502 14,427

FINANCIAL RATIOS


Gross Margin 22% 19% 23% 27% 28%

Operating Margin 22% 22% 22% 27% 27%

Net Margin 17% 17% 18% 21% 19%

EPS 3.36 4.5 6.49 5.58 3.47

Current Ratio 1.0 0.9 1.3 1.2 1.2

Long Term Debt to Equity Ratio 1.59 1.99 1.68 2.25 2.83

Total Debt to Equity Ratio 2.02 2.15 2.03 2.83 3.27

Return on Assets 5% 8% 9% 9% 6%

Return on Equity 18% 26% 31% 35% 26%

Break Value per share 18.76 17.06 20.87 15.79 13.10

Break Value per share - Adjusted* 18.76 17.06 20.87 15.78 12.96 *adjusted for increase in number of shares in the following year

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PART 6

6 MANAGEMENT OF THE COMPANY

6.1. POLICY MATTERS

All policy-related matters are managed by the Board of Directors, headed by the Chairman of the

Board. At present, the Board comprises of 8 Directors including the CEO. The Directors are

elected by the shareholders in accordance with the relevant provisions of the Ordinance.

BOARD OF DIRECTORS & COMPANY SECRETARY OF THE COMPANY

S. No. Name Address Designation Directorship in other Companies (as on

June 30, 2014)

1

Mr.

Muhammad

Aliuddin

Ansari

8th Floor, The

Harbour Front

Building

HC # 3,

Marine Drive

Block 4,

Clifton,

Karachi

Director


Engro Fertilizers Limited

Engro Eximp (Private) Limited

Engro Eximp AgriProducts (Private) Ltd.

Sindh Engro Coal Mining Company

Dewan Drilling Limited

Dewan Petroleum (Private) Limited

Pakistan Chemical & Energy Sector Skill

Development Company

Pakistan Business Council

Engro Vopak Terminal Limited

Engro Polymer & Chemicals Limited

Engro Foods Limited


Elengy Terminal Pakistan Limited

Thar Power Company Limited

Engro Foundation (Trustee)

Engro Elengy Terminal (Private) Limited

Gel Utility Limited, Nigeria

2

Mr. Syed

Muhammad

Ali

4th Floor, The

Harbour Front

Building

HC # 3,

Marine Drive

Block 4,

Clifton,

Karachi

CEO/Director


The Hub Power Company Limited

Laraib Energy Limited

GEL Utility Limited, Nigeria

Engro Power International Holding B.V.,

Netherlands

3 Mr. Ruhail

Mohammed

7th Floor, The

Harbour Front

Building

HC # 3,

Marine Drive

Block 4,

Clifton,

Karachi

Director



Engro Eximp (Private) Limited


Engro Foods Limited

Engro Foundation (Trustee)

Pakistan Institute of Corporate

Governance


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S. No. Name Address Designation Directorship in other Companies

(as on June 30, 2014)

4 Ms. Aliya

Yusuf

Orr. Dignam

& Co. Bldg

No. 1-B, State

life Sq. I.I

Chundrigar

Road,

Karachi

Director


First Micro Finance Bank Limited

APWA Endowment Trust

Colgate Palmolive (Pakistan) Limited

5 Mr. Vaqar

Zakaria

Hagler Bailly

Pakistan (Pvt)

Ltd, 39, Street

3, E7,

Islamabad

Director

Hagler Bailly Pakistan

Himalayan Wildlife Foundation


Pakistan Foundation Fighting Blindness,

Member Board of Trustees

National Transmission and Dispatch

Company Ltd

6 Mr. Shabbir

Hashmi

House No.

90/1

Street No. 11

Kh-e- Sehar,

DHA, Phase 6

Karachi

Director




LMKR Holdings (Private) Limited

Sindh Engro Coal Mining Company

Limited

UBL Fund Managers

Thar Power Company Limited

The Helpcare Society


7

Mr. Shahid

Hamid

Pracha

16-B, 3rd

Central Lane,

Phase II,

DHA,

Karachi

Director



Engro Fertilizers limited

DH Fertilizers Limited

Tenaga Generasi Limited

Dawood Lawrencepur Limited

Dawood Hercules Corporation Limited


e2e Business Enterprises (Private)

Limited

8 Mr. Javed

Akbar

75/1/1 Street

15,

Kh-e-Sehar,

Phase 6, DHA

Karachi.

Director


Dawood Hercules Chemical Limited

Javed Akbar Associates (Private) Limited

DH Fertilizers Limited

Pakistan Petroleum Limited



9

Ms. Faryal

Mazhar

Habib

8th Floor, The

Harbour Front

Building

HC # 3,

Marine Drive

Block 4,

Clifton,

Karachi

Company

Secretary



Elengy Terminal Pakistan Limited.

Engro Elengy Terminal (Pvt) Limited.

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6.2. OVER DUE LOANS

There are no overdue loans (local or foreign currency) on the Company or its Directors.

6.3. DIVIDEND PAYOUT

Dividend payout of the Company since the last four (4) years from 2010 is as below:

Jun’14 (HY) Dec’13 Dec’12 Dec’11 Dec’10*

Cash Dividend 15.4% 61.7% 35.5% 28.6% -

Bonus - - - - -

Payout Ratio 46% 137% 55% 51% -

* 2010 was the first year of commercial operations.

6.4. DIVIDEND PAYOUT OF ASSOCIATED COMPANIES

2013 2012 2011 2010 2009

Engro Corporation Limited (December Year-end) Dividend per share Note 1 - 6.0 6.0 6.0

Bonus 0% 0% 30% 20% 10%

Engro Fertilizers Limited (December Year-end)

Dividend per share not applicable

Bonus

Engro Foods Limited (December Year-end) Dividend per share - - -

not applicable Bonus 0% 0% 0%

Engro Polymer & Chemicals Limited (December Year-end)

Dividend per share - - - - -

Bonus 0% 0% 0% 0% 0%

Dawood Hercules Limited (December Year-end) Dividend per share 1.0 1.0 1.0 5.0 4.0

Bonus 0% 0% 0% 300% 10%

Dawood Lawrencepur Limited (December Year-end)

Dividend per share 1.0 5.0 1.0 0.5 -

Bonus 0% 0% 0% 15% 0%

The Hub Power Company Limited (June Year-end)

Dividend per share 8.0 6.0 5.5 5.0 3.35

Bonus 0% 0% 0% 0% 0%

Lotte Chemicals Pakistan Limited (December Year-end)

Dividend per share - - 0.5 0.5 0.5

Bonus 0% 0% 0% 0% 0%

Pakistan Petroleum Limited (June Year-end)


Bonus 20% 25% 10% 20% 20%

Colgate Palmolive (Pakistan) Limited (June Year-end)


Bonus 10% 20% 15% 15% 15%

Cyan Limited (December Year-end)


Bonus 0% 50% 0% 50% 25% Note 1: specie dividend of 1 share of Engro Fertilizers Limited for every 10 shares of Engro Corporation Limited

Note 2: the above table shows only post-listing payouts

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6.5. PROFILE OF DIRECTORS

Mr. Muhammad Aliuddin Ansari - Chairman

Muhammad Aliuddin Ansari is the President & Chief Executive Officer of Engro Corporation

Limited since May 2012. He is a graduate of Business Administration with a specialization in

Finance & Investments. Ali started his career as an Investment Manager at Bank of America in

London which later became World Invest after a management buyout. He has also worked as CEO

Pakistan and later as COO Emerging Europe for Credit Lyonnais Securities Asia. He has also

worked as CEO AKD Securities and was instrumental in launching Online Trading, Venture

Capital and Private Equity investments in Pakistan. In 2006 he partnered with an Oil & Gas

company to form Dewan Drilling, Pakistan‟s first independent drilling company which he led as its

CEO before joining Engro.

Ali is a member of the Board of Directors of various companies details of which are given in

paragraph 6.1 above. He has chaired a number of SECP committees and also served on the Boards

of the Karachi Stock Exchange, NCCPL, Lucky Cement and Al-Meezan Investment Management

amongst others. He joined the Corp Board in 2009.

Mr. Syed Muhammad Ali - Chief Executive Officer / Director

Mr. Syed Mohammed Ali is the Chief Executive Officer of the Company since November 2011.

Before that he has held various key assignments of Engro Corporation Limited. He joined Engro

Fertilizers Limited in the year 2000. He is a director on the Board of Engro Powergen Qadirpur

Limited, Engro Powergen Limited, The Hub Power Company Limited, GEL Utility Limited, Engro

Power International Holding B.V., Netherlands & Laraib Energy Limited. Ali has done his

bachelor‟s in Electrical Engineering from UET Lahore in 1995.

Mr. Ruhail Mohammed - Director

Ruhail Mohammed is currently the Chief Executive Officer of Engro Fertilizers Limited. Prior to

his current position, he was the Chief Financial Officer of Engro Corporation Limited and also the

Chief Executive Officer of Engro Powergen Limited. He holds an MBA degree in Finance from the

Institute of Business Administration, Karachi, and is also a Chartered Financial Analyst.

Ruhail has 25 years of Financial & Commercial experience and prior to becoming CEO of Engro

Fertilizers Limited has worked in areas such as treasury, commodity & currency trading,

derivatives, mergers & acquisitions, risk management, strategy & financial planning. He has

worked in these areas in Pakistan, UAE and Europe.

He is on the Board of Engro Corporation Limited and its various subsidiaries. In addition, he is also

on the Boards of Cyan Limited, Hub Power Company Limited & Pakistan Institute of Corporate

Governance.

Mr. Vaqar Zakaria - Director

Mr. Vaqar Zakaria has over 35 years experience in energy and environmental management in

Pakistan and in the region. His professional focus has been on business policy and strategy

evaluation, planning of energy production and distribution systems, energy pricing, demand

forecasting, and environmental assessment of energy projects. With private sector firms, he has

been extensively involved in power, and oil and gas infrastructure projects, including conceptual

planning, engineering and project management. He has assisted the Planning Commission, energy

ministries, state owned utilities, the World Bank, the Asian Development Bank, and the private

sector in the development of energy infrastructure, policies to promote investment in the energy

sector, and in formulating short and long-term energy plans. Vaqar played a key role in setting up

Hagler Bailly Pakistan in 1990, where he continues to oversee all organizational matters. He has

also been instrumental in establishing the Himalayan Wildlife Project, an NGO active in setting up

national parks and assisting the communities and government in management of the protected

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areas. He holds a bachelor‟s and master‟s degrees in Chemical Engineering from the

Massachusetts Institute of Technology (MIT), USA.

Ms. Aliya Yusuf - Director

Ms. Aliya Yusuf is a Partner of Orr Dignam & Co. based in the Firm‟s Karachi office. She obtained

her law degree from the University of Cambridge and is a Barrister from Gray‟s Inn. As with other

Partners of the Firm, she deals with a wide range of corporate, financial and commercial matters.

Her focus areas are M&A (including privatization) and project work, joint ventures and in the

energy, pharmaceutical and communication sectors and real estate development.

Mr. Shabbir Hashmi - Director

Mr. Shabbir Hashmi has more than 30 years of project finance and private equity experience. He

had led the Pakistan operations at Actis Capital, one of the largest private equity investors in the

emerging market.

Prior to Actis, he was responsible for a large regional portfolio of CDC Group Plc for Pakistan and

Bangladesh. He also had a long stint with USAID and later briefly with the World Bank in Pakistan,

specializing in planning and development of energy sector of the country. Apart from holding more

than 24 board directorships as a nominee of CDC/Actis in the past, he is currently serving as an

independent director on several companies from manufacturing to financial services. He is also on

the board of governors of The Help Care Society which is operating K-12 schools in Lahore for

underprivileged children.

He is an engineer from Dawood College of Engineering & Technology, Pakistan and holds an MBA

from J.F. Kennedy University, USA. He has been serving as an independent director on the board

since 2006.

Mr. Shahid Hamid Pracha - Director

Mr. Pracha is Chief Executive of Dawood Hercules Corporation Limited and Chairman of DH

Fertilizers Limited, Dawood Lawrencepur Limited, and Tenaga Generasi Limited. He is also a

Director on the Boards of HUBCO, Engro Corporation Limited, Engro Fertilizers Limited, e2e

Business Enterprises (Private) Limited, Engro Powergen Limited and Engro Powergen Qadirpur

Limited He previously served as Chief Executive of the Dawood Foundation, the philanthropic arm

of the Dawood Hercules Group.

Mr. Pracha is a graduate electrical engineer from the University of Salford, UK and prior to joining

the Dawood Group, spent a major part of his career with ICI Plc‟s Pakistan operations in a variety

of senior roles including a period of international secondment with the parent company in the UK.

He is also a founding member of the Pakistan Society for Human Resource Managers and

previously served as the first CEO of the Karachi Education Initiative, the sponsoring entity of the

Karachi School for Business & Leadership. He joined the Engro Fertilizers Board in 2012.

Mr. Javed Akbar - Director

He has a Master‟s degree in Chemical Engineering from United Kingdom and has over 35 years

experience in fertilizer and chemical business with Exxon, Engro and Vopak. He has managed

Exxon and Engro Fertilizer plants and their expansions in Pakistan, worked in Exxon‟s Chemical

Technology divisions in USA and Canada, and served as HR Manager in Exxon Pakistan. He was

part of the buyout team when Exxon divested its stake in Engro.

Prior to his retirement in 2006, Javed Akbar was Chief Executive of Engro Vopak Terminal

Limited, a joint venture between Engro and Royal Vopak of Holland. After his retirement, he

established a consulting company specializing in analyzing and forecasting petroleum,

petrochemical and energy industry trends and providing strategic insight.

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He also serves on the Board of Directors of Dawood Hercules Corporation Limited, DH Fertilizers

Limited, Engro Fertilizers Limited, Engro Powergen Limited, Engro Powergen Qadirpur Limited,

Engro Vopak Terminal Limited, Javed Akbar Associates (Private) Limited, Pakistan Petroleum

Limited and is also on the panel of environmental experts of Sindh Environmental Protection

Agency.

6.6. PROFILE OF MANAGEMENT

Mr. Syed Muhammad Ali - Chief Executive Officer Please refer paragraph 6.5 above.

Mr. Atif Kaludi - Chief Financial Officer Atif Kaludi is Chief Financial Officer at EPQL. As CFO, Atif is heading the Finance & Planning,

Accounting, Commercial and Procurement teams.

He is a Chartered Accountant by qualification and completed his training from Ernst & Young

Pakistan in 2004. He then worked as Assistance Vice President Finance at TPL Holdings till 2007.

Atif became a part of Engro group in 2007 starting with Engro Polymer & Chemicals Ltd (EPCL).

He also worked in the supply chain function at EPCL for 2 years before moving to EPQL in 2012.

Ms. Faryal Mazhar Habib - Company Secretary Faryal Mazhar Habib is the Company Secretary at EPQL. Faryal handles all company secretarial

work along with handling all legal in-house work relating to EPQL. She is an Advocate of the High

Court and holds a Bachelor of Law (LL.B) from the University of London and a Masters of Laws

(LL.M) from the University of Aberdeen specializing in oil and gas law. Faryal has been practicing

since 2004 and became part of Engro Group in 2013.

Mr. Syed Shahzad Nabi - General Manager Plant

Mr. Syed Shahzad Nabi is the GM Plant of Engro Powergen Qadirpur Limited since September

2013. Prior to his current position, he has handled various key assignments at Engro Fertilizers &

Engro Polymers in different capacities. He is a graduate in Mechanical Engineering from NED

University Karachi.

Mr. Farooq Nazim Shah - Senior Engineering Manager Mr. Farooq Nazim Shah is the Senior Engineering Manager of Engro Powergen Qadirpur Limited

since November 2012. Before that he has handled various key assignments at Engro Fertilizers

Limited. He joined Engro Fertilizers Limited in the year 1992. Farooq has an overall experience of

more than 20 years at various Technical, Large Projects, Business Development and administrative

positions. Farooq has done his bachelor‟s in Electrical Engineering from NED University of

Engineering & Technology, Karachi in 1990.

Mr. Raja Ashfaq - Production Manager Mr. Raja Ashfaq Ahmed is associated with Engro Powergen Qadirpur Limited since March 2008 as

Production Manager. He took responsibilities before the construction of plant and has been involved

in engineering review of the plant.

After construction of the plant he led testing and commissioning of the plant till COD. Before that

he was working with International Power as Shift Manager since May, 1995. In 1995, the 4 X 323

MW power plants were under construction. Mr. Ashfaq worked actively in commissioning of four

units which completed in March 1996. Mr. Ashfaq has a total experience of nearly 34 years of

Operation of plant.

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6.7. NUMBER OF DIRECTORS

Pursuant to Section 174 of the Ordinance, the number of directors of the Company shall not be less

than seven (7). The Board consists of 8 Directors as detailed in paragraph 6.1 above.

6.8. QUALIFICATION OF DIRECTORS

A Director must be a member unless he is a person representing the Government or an institution

or the Securities & Exchange Commission that is a member, or is a whole time working director

who is an employee of the Company, or a Chief Executive or a person representing a creditor.

6.9. APPOINTMENT/ ELECTION OF DIRECTORS

The Directors shall comply with the provisions of Sections 174 to 178, 180, and 184 of the

Ordinance, relating to the election of Directors and matters ancillary thereto. The present Directors

of the Company were duly elected on October 15th, 2013 for a term of three years.

6.10. BENEFITS OF PROMOTERS AND OFFICERS DURING THE LAST TWO YEARS

No amount or benefit has been paid or given within the last two years or is intended to be given to

any promoter/ or officer of the Company otherwise than as remuneration for services rendered as

full-time executives of the Company.

6.11. REMUNERATION OF THE DIRECTORS

The remuneration to be paid to the Directors for attending the meetings of the Directors or a

committee of Directors shall be determined by the Board from time to time, provided that a

Director who is an executive of the Company shall not be entitled to any remuneration for

attending meetings of the Board or a Committee of the Board. The Directors may also be paid all

travelling, hotel and other expenses, properly incurred by them in attending and retuning from

meetings of the Directors or any committee of the Directors or general meetings of the Company or

in connection with the business of the Company. Where a Director or a firm of which such Director

is a partner or a private company of which such Director is a director holds an office of profit under

the Company other than the office of Chief Executive or an office as legal or technical advisor or

banker, the terms of remuneration for such office shall be sanctioned by an Ordinary Resolution of

the Company, except that remuneration of directors who are executives of the Company shall be

decided by the Board of Directors.

6.12. INTEREST OF DIRECTORS IN THE COMPANY

The directors may be deemed to be interested to the extent of fees payable to them for attending

Board meetings. The directors performing whole time service to the Company may also be deemed

interested in the remuneration payable to them from the Company. The directors may also be

deemed to be interested, to the extent of any shares held by each of them in the Company and the

dividends to be declared on their shareholding in the Company.

6.13. INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY

None of the directors of the Company had or have any interest in any property acquired by the

Company within the last two years or now proposed to be acquired by the Company.

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6.14. VOTING RIGHTS

The rights and privileges, including voting rights, attached to the ordinary shares of the Company

are equal.

6.15. AUDIT COMMITTEE/CONSTRUCTION OF AUDIT COMMITTEE

An Audit Committee of the Board has been formed to comply with the Code of Corporate

Governance, which comprises of the following:

Mr. Shahid Hamid Pracha

Mr. Shabbir Hashmi

Ms. Aliya Yusuf

The audit committee meetings are held on a quarterly basis, as per provisions of the Code of

Corporate Governance. The Committee has its terms of reference which were determined by the

Board of Directors in accordance with the guidelines provided in the Listing Regulations.

6.16. INTERNAL AUDIT

The Board has setup an effective internal audit function managed by suitably qualified and

experienced personnel who are conversant with the policies and procedures of the Company and

are involved in the internal audit function on a full time basis. Internal Audit Department is headed

by Mr. Jaseem Ahmed Khan. Jaseem completed his Chartered Accountancy from ICAP in 2006.

He is also CISA qualified and has held various senior positions in PSO, ORIX and Al-Meezan

Investment Management Limited.

6.17. POWERS OF DIRECTORS

The business of the Company shall be managed by the Directors who may pay all expenses

incurred in setting up and registering the Company and may exercise all such powers of the

Company as are not by the Ordinance or by any other law or the Articles of Association of the

Company, required to be exercised by the Company in General Meeting but no regulation made by

the Company in General Meeting shall invalidate any prior act of the Directors which would have

been valid if that regulation had not been made.

6.18. BORROWING POWERS OF DIRECTORS

Subject to the provisions contained in the Articles of Association of the Company, the Directors

may exercise all the powers of the Company to borrow money and to mortgage or charge its

undertaking and property, or any part thereof, and to issue securities and debentures whether

outright or as security for any debt, liability or obligation of the Company or of any third party.

6.19. INDEMNITY

Every Director or officer of the Company and every person employed by the Company as auditor

shall be indemnified out of the funds of the Company against all liability incurred by him as such

Director, officer or auditor in defending any proceedings, whether civil or criminal, in which

judgment is given in his favor, or in which he is acquitted, or in connection with any application

under the relevant provisions of the Ordinance in which relief is granted to him by the court.

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6.20. INVESTMENT IN ASSOCIATED COMPANIES

The Company has not made any investment in any of associated companies nor has any resolution

been passed for investment in associated companies under Section 208 of the Ordinance.

6.21. INVESTMENT IN SUBSIDIARIES

The Company has not sponsored nor acquired any subsidiaries nor has any resolution been passed

for sponsoring or acquiring any subsidiaries under Section 208 of the Ordinance.

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PART 7

7 MISCELLANEOUS INFORMATION

7.

7.1. REGISTERED OFFICE

Engro Powergen Qadirpur Limited

4th Floor, The Harbor Front Building

HC-3, Marine Drive, Block 4, Clifton

Karachi - 75600, Pakistan

Website: www.engropowergen.com

7.2. BANKERS TO OFFER 01 Allied Bank Limited

02 Askari Bank Limited

03 Bank Alfalah Limited 04 Faysal Bank Limited

05 Habib Bank Limited

06 Habib Metropolitan Bank Limited

07 JS Bank Limited

08 MCB Bank Limited

09 NIB Bank Limited

10 Samba Bank Limited

11 Silk Bank Limited

12 United Bank Limited

7.3. BANKERS TO THE COMPANY

01 Allied Bank Limited

02 Bank Alfalah Limited

03 Bank of Punjab Limited

04 Burj Bank Limited

05 Habib Allied International Bank, London

06 Habib Metropolitan Bank Limited

07 KASB Bank Limited

08 National Bank of Pakistan Limited

09 NIB Bank Limited

10 Soneri Bank Limited

7.4. AUDITORS

A. F. Fergusons & Co., Chartered

Accountants State Life Building No. 1-C

I.I. Chundrigar Road

P.O. Box 4716

Karachi

7.5. LEGAL ADVISOR TO THE COMPANY & THE

OFFER

Haidermota BNR& Co.

D-79, Block 5

Clifton, Karachi

7.6. COMPUTER BALLOTER AND SHARES

REGISTRAR

FAMCO Associates (Pvt) Ltd. State Life Building No. 1-A

I.I. Chundrigar Road

Karachi

7.7. FINANCIAL ADVISORS AND LEAD MANAGERS

Habib Bank Limited

01-HBL Plaza, I.I. Chundrigar Road, Karachi

Ph: 021-32418000 Ext. 2741

Fax: 021 32435914

http://www.engropowergen.com/

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7.8. MATERIAL CONTRACTS / DOCUMENTS

7.8.1. Underwriting Agreements

Underwriter No. of shares Amount (PKR) Date

Habib Bank Limited 20,237,500 607,529,750 28th

July, 2014 Bank Alfalah Limited 20,237,500 607,529,750 28

th July, 2014

7.8.2. Due Diligence Reports of the Underwriters

Underwriter Date

Habib Bank Limited 28th

July, 2014 Bank Alfalah Limited 28

th July, 2014

7.8.3. Private Placement Agreements

Agreement Date Counter Party

Share Subscription Agreement September 22, 2008 International Finance Corporation

Private Placement Agreement July 22nd, 2014 Swift Textile Mills (Pvt.) Ltd.

Private Placement Agreement July 22nd, 2014 Jubilee Life Insurance Co. Ltd.

Private Placement Agreement July 22nd, 2014 Metro Securities (Pvt.) Ltd.

Private Placement Agreement July 23rd, 2014 Moosani Securities (Pvt.) Ltd.

Private Placement Agreement July 23rd, 2014 Liberty Mills Ltd.

Private Placement Agreement July 23rd, 2014 Liberty Power Tech Ltd.

Private Placement Agreement July 23rd, 2014 Shakoo (Pvt.) Ltd.

Private Placement Agreement July 23rd, 2014 Westbury (Pvt.) Ltd.

Private Placement Agreement July 23rd, 2014 Bulk Management (Pakistan) Pvt. Ltd.

Private Placement Agreement July 23th, 2014 Bank Alfalah Limited

Private Placement Agreement July 24th, 2014 Habib Bank AG Zurich

Private Placement Agreement July 24th, 2014 Habib Bank AG Zurich,UAE

Private Placement Agreement July 24th, 2014 Elahi Electronics

Private Placement Agreement July 24th, 2014 Almurtaza Machinery (Pvt.) Limited

Private Placement Agreement August 7th, 2014 Employees of the Company and Engro Group

7.8.4. Material Agreements

Agreements Date Counterparty

Generation License Jul 26, 2007 NEPRA

Power Purchase Agreement Oct 26, 2007 NTDC

Implementation Agreement Oct 29, 2007 President, Islamic Republic of

Pakistan

Gas Supply Agreement Apr 22, 2008 and amended on Oct

8, 2008

Sui Northern Gas Company

Limited

Supply (Engineering and Oct 4, 2007 China Tianchen Chemical

Email: [email protected]

Website: www.hbl.com

Bank Alfalah Limited

B.A. Building

I.I. Chundrigar Road,

Karachi.

Email:[email protected]

Website: www.bankalfalah.com


http://www.hbl.com/


http://www.bankalfalah.com/

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Procurement) Contract Engineering Corporation

Construction Contract Oct 4, 2007 China National Construction and

Engineering Company

7.8.5. Long Term Financing Agreements

Bank Date Facility

Amount

(USD in

Millions)

Balance as

of 31

Dec’13

Mark-up

Rate

International Finance Corporation (IFC) 19/12/2007 53.1 39.21 6M LIBOR

+ 3%

DEG of Germany (DFI) 19/12/2007 18.7 13.50 6M LIBOR

+ 3%

FMO of Netherland (DFI) 19/12/2007 26 18.76 6M LIBOR

+ 3%

Proparco of France (DFI) 19/12/2007 21.9 15.81 6M LIBOR

+ 3%

Swedfund of Sweden (DFI) 19/12/2007 12.2 8.8 6M LIBOR

+ 3%

OPEC Fund for International

Development (OFID)

19/12/2007 12.1 8.93 6M LIBOR

+ 3% Note: The borrowing is secured by an equitable mortgage on the immovable property and the hypothecation of current and future assets of the company, expect receivables from NTDC in respect of Energy Purchase Price.

7.8.6. Short Term Financing Agreements

Bank Facility Amount

(PKR in

Millions)

Balance as of

31 Dec’13

Mark-up

Rate

Allied Bank Limited 1,000 182 3M KIBOR + 2%

KASB Bank Limited 50 50 3M KIBOR + 2%

NIB Bank Limited 500 300 3M KIBOR + 2%

Soneri Bank Limited 500 50 3M KIBOR + 2%

Habib Metropolitan Bank Limited 50 50 3M KIBOR + 2%

Bank of Punjab Limited 300 - 3M KIBOR + 2%

Bank Alfalah Limited 250 250 3M KIBOR + 2%

Pak Kuwait Investment Company

(Pvt.) Limited

500 - 3M KIBOR + 2%

Note: The facilities are secured by, (i) lien over Energy Purchase Price (EPP) account and charge over present and future receivables from the Power Purchaser in respect of EPP, and (ii) first charge over current assets of the Company and subordinated charge over

present and future plant, machinery, equipment and other movables assets and immovable properties of the Company.

Summary of Material Contracts

Power Purchase Agreement (PPA) dated 26

th October 2007

The PPA has been signed between NTDC (through its Central Power Purchasing Agency on behalf

of ex-WAPDA Distribution Companies) and Engro Powergen Qadirpur Limited (previously Engro

Energy Ltd.) on 26th October 2007 having a term of 25 years. The Company commenced its

commercial operation on 27th March, 2010.

PPA sets out the principal terms and conditions for the Capacity and Energy payments by CPPA.

The Company is required to declare availability of its plant to NTDC up to the Tested Capacity.

The tariff is payable by CPPA in respect to each unit of generated electricity and/or made

available.

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For each month, Capacity Payment is to be paid in advance equal to the Capacity Purchase Price

(CPP) in effect for that month at 70% of the Tested Capacity. The remaining 30% Capacity is

billed in following month for the actual capacity established.

Capacity Payment is also payable for the capacity then unavailable during any period during which

the Complex is undergoing a forced or partial forced outage up to 348 hours in a year and during

the period when it is undergoing an approved schedule outage. The allowed schedule outages to the

Company in each year is 21 Days for the combustion inspection, 26 Days for the hot gas path

inspection (every third year), except in any year in which a Major Overhaul (every sixth year) is

required in which case the Company is entitled to 60 Days.

For each month, Energy Payment is to be paid equal to the product of Energy Purchase Price (EPP)

and the number of KWh of electricity delivered to NTDC during that month.

Implementation Agreement (IA) with GOP/ PPIB dated 29th

October 2007

The Implementation Agreement has been signed between the Islamic Republic of Pakistan (GoP)

through Private Power Infrastructure Board (PPIB) and Engro Powergen Qadirpur Limited

(previously Engro Energy Ltd.) on 29th October 2007. IA provides the following provisions:

GoP provides guarantee for the payment obligations of Power Purchaser.

Gas Reservoir Risk:

― Loan/equity of the project will not be affected as financial cost of alternate fuel option

will be passed on to GOP/NTDC.

Taxation:

― No income tax

― No Sales Tax on Imports before COD

Gas Supply Agreement (GSA) with SNGPL / OGDCL dated 22nd

April 2008

The Gas Supply Agreement “GSA” had been signed between the Sui Northern Gas Pipelines

Limited “SNGPL” referred to as “Seller” and Engro Powergen Qadirpur Limited (previously

Engro Energy Ltd.) referred to as “Buyer” on 22nd April, 2008. SNGPL in turn has a back to back

agreement with Oil and Gas Development Company Limited “OGDCL” referred to as “Gas

Producer” for the supply of 75 MMSCFD gas from Qadirpur Gas Field.

The term of this agreement is for a period of 25 years, subject to availability of Permeate gas.

An Amendment No 1 to GSA has been executed out on 8th October, 2008 for adjustments in

calorific value of gas then made available to the power plant.

The gas is a low BTU gas having high contents of Hydrogen Sulphide “permeate gas” and was

previously being flared at the Qadirpur gas field.

The Daily Contract Quantity (DCQ) is 46,000MMBTU/Day. The contract allows 36 days of

outage allowance for schedule and unscheduled outages of Seller & Gas Producer. Subject to a

cap, the Company is financially protected against non-supply of gas beyond the allowed outage

allowance.

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GOP Guarantee dated 30th

April 2008

The GOP guarantee was signed between the Company and the Government of Pakistan on

30thApril 2008. Under this agreement the GOP irrevocably and unconditionally guarantees and

promises to pay to the Company any and every sum of money which WAPDA and Gas Supplier

are obligated to pay to the Company under or pursuant to the Power Purchase Agreement and Gas

Supply Agreement, which they have failed to pay under the terms of the aforementioned

agreements.

7.9. INSPECTION OF DOCUMENTS AND CONTRACTS

Copies of the Memorandum and Articles of Association, the audited financial statements, the

Auditor‟s Certificates, Information Memorandum and copies of agreements referred to in this

OFSD may be inspected during usual business hours on any working day at the registered office of

the Company from the date of publication of this OFSD until the closing of the subscription list.

7.10. LEGAL PROCEEDINGS

Details of legal proceedings pending against the Company or initiated by the Company, involving

material financial implications is as provided below:

EPQL vs. Federation of Pakistan, through Ministry of Law and Justice [WP 847 of 2014]

pending before the Lahore High Court.

The Respondents have claimed an amount of PKR 1,462,314,674 as Gas Infrastructure

Development Cess for the billing period 1.1.13 to 31.12.13. Levy of GIDC and the recovery

for the referred period is under challenge and due to the stay order granted by the Court, the

Respondents have been restrained from recovering GIDC from the consumers. Interim stay

order has been granted and is intact. However, GIDC if charged will be recovered by the

Company as pass through item from NTDC under the approved tariff.

EPQL & Others vs. Federal Board of Revenue pending before the Sindh High Court at

Karachi.

Writ Petition filed in the Sindh High Court challenging the levy of WWF. All Engro petitions

have been clubbed together. Orders have also been passed restraining the FBR from recovery

of demands.

7.11. MEMORANDUM OF ASSOCIATION

The Memorandum of Association, inter alia, contains the objects for which the Company was

incorporated and the business which the Company is authorized to undertake. A copy of the

Memorandum of Association is annexed to this OFSD and with every issue of the OFSD except the

one that is released in newspapers as advertisement.

7.12. FINANCIAL YEAR OF THE COMPANY

The financial year of the Company commences on January 1st

and ends on December 31steach year.

7.13. CAPITALIZATION

The Company has not capitalized any profits till the date of publication.

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PART 8

8 APPLICATION AND ALLOTMENT INSTRUCTIONS

8.1. GENERAL INSTRUCTIONS

8.1.1 Eligible investors include:

a. Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities

including Pakistani nationality;

b. Foreign Nationals whether living in or outside Pakistan;

c. Companies, bodies corporate or other legal entities incorporated or established in or

outside Pakistan (to the extent permitted by their constitutive documents and existing

regulations, as the case may be);

d. Mutual Funds, Provident/pension/gratuity funds/trusts, (subject to the terms of the Trust

Deed and existing regulations); and

e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

8.1.2 APPLICATION MUST BE MADE ON THE COMMISSION’S APPROVED

APPLICATION FORM OR A LEGIBLE PHOTOCOPY THEREOF ON A PAPER

OF A4 SIZE WEIGHING ATLEAST 62 GM.

8.1.3 Copies of this OFSD and applications forms can be obtained from members of Karachi

Stock Exchange Limited, Lahore Stock Exchange Limited and Islamabad Stock Exchange

Limited, the Bankers to the Offer and their Branches, the Lead Managers and the registered

office of the Company. The OFSD and the Application Form can also be downloaded from

the following website: www.engropowergen.com.

8.1.4 The applicants opting for scripless form of shares are required to complete the relevant

sections of the application. In accordance with the provisions of the Central Depositories

Act, 1997 and the CDCPL Regulations, credit of such shares is allowed ONLY in the

applicant‟s 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 shares in physical form.

8.1.5 Name(s) and address(es) must be written in full block letters, in English and should not be

abbreviated.

8.1.6 All applications must bear the name and signature corresponding with that recorded with

the applicant's banker. In case of difference of signature with the bank and 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.

8.1.7 APPLICATIONS MADE BY INDIVIDUAL INVESTORS

(i) In case of individual investors, an attested photocopy of CNIC (in case of Resident

Pakistanis)/Passport (in case of Non-Resident Pakistanis) 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

http://www.engropowergen.com/

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Government Gazetted Officer, Councilor, Oath Commissioner or Head Master of

High School or bank manager in the country of applicant's residence.

(ii) Original CNIC/Passport, along with one attested photocopy, must be produced for

verification to the Banker to the Offer and the applicant's banker (if different from the

Banker to the Offer) at the time of presenting the application. The attested photocopy

will, after verification, be retained by the bank branch along with the application.

8.1.8 APPLICATIONS MADE BY INSTITUTIONAL INVESTORS

(i) Applications made by companies, corporate bodies, mutual funds,

provident/pension/gratuity funds/trusts and other legal entities must be accompanied

by an attested photocopy of their Memorandum and Articles of Association or

equivalent instrument/document. Where applications are made by virtue of Power of

Attorney, the same should also be submitted along with the application. Any

Federal/Provincial Government Gazetted Officer, Councilor, Bank Manager, Oath

Commissioner and Head Master of High School or bank manager in the country of

applicant's residence can attest copies of such documents.

(ii) Attested photocopies of the documents mentioned in paragraph 8.1.8 (i) must be

produced for verification to the Banker to the Offer and the applicant's banker (if

different from the banker to the Offer) at the time of presenting the application. The

attested copies, will after verification, be retained by the bank branch along with the

application.

8.1.9 Only one application will be accepted against each account, however, in case of joint

account, one application may be submitted in the name of each joint account holder.

8.1.10 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 Shares will be dispatched to the person whose name appears first on

the application form 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 person named first on the application form, without

interest, profit or return. Please note that joint application will be considered as a single

application for the purpose of allotment of Shares.

8.1.11 Subscription money must be paid by cheque drawn on applicant's own bank account or pay

order/bank draft payable to one of the Bankers to the Offer in favor of account “PUBLIC

OFS OF SHARES OF EPQL” and crossed “A/C PAYEE ONLY”.

8.1.12 For the applications made through pay order/bank draft, it would be permissible for a

Banker to the Offer to deduct the bank charges while making refund of subscription money

to unsuccessful applicants through pay order/bank draft individually for each application.

8.1.13 The applicant should have at least one bank account with any of the commercial

banks. The applicants not having a bank account at all (non-account holders) are not

allowed to submit application for subscription of Shares.

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8.1.14 Applications are not to be made by minors and/or persons of unsound mind.

8.1.15 Applicants should ensure that the bank branch, to which the application is submitted,

completes the relevant portion of the application form.

8.1.16 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

Shares for which the application has been made.

8.1.17 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.

8.1.18 Bankers to the Offer 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 Offer.

8.1.19 It would be permissible for a Banker to the Offer to refund subscription money to

unsuccessful applicants having an account in its bank by crediting such account

instead of remitting the same by cheque, pay order or bank draft. Applicants should,

therefore, not fail to give their bank account numbers.

8.1.20 Submission of fictitious and multiple applications (more than one application by same

person) is prohibited and such Application Money shall be liable to confiscation under

Section 18A of the Securities and Exchange Ordinance, 1969.

ADDITIONAL INSTRUCTIONS FOR FOREIGN/NON-RESIDENT INVESTORS

8.1.21 In case of foreign investors who are not individuals, applications must be accompanied with

a letter on applicant's 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 applicant's

residence.

8.1.22 Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as

set out under the State Bank of Pakistan's Foreign Exchange Manual.

BASIS OF ALLOTMENT

8.1.23 The basis and conditions of transfer of shares to the General Public shall be as follows:

a) The minimum amount of application for subscription of 500 shares is PKR 15,039/- (Offer

Price plus PKR 0.01 per share (Stamp duty on transfer of shares) plus 0.048032 per share

[CDC charges of 0.16% of the Offer Price] x 500 shares) in case shares are desired to be

transferred to a CDC account. In case physical shares are desired, minimum amount of

application for subscription of 500 shares is PKR 15,085/- (Offer Price plus PKR 0.15 per

share (Stamp duty on transfer of shares) x 500 shares).

b) Application for Shares must be made for 500 Shares or in multiple thereof only.

Applications, which are neither 500 Shares nor for multiple thereof, shall be rejected.

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c) Allotment/Transfer of Shares to successful applicants shall be made in accordance with the

allotment criteria/instructions disclosed in the OFSD.

d) Allotment of Shares shall be subject to scrutiny of applications in accordance with the

criteria disclosed in the OFSD and / or the instructions by the Securities and Exchange

Commission of Pakistan.

e) Applications, which do not meet the above requirements, or applications which are

incomplete will be rejected. The applicants are, therefore, required to fill in all the data

fields in the Application Form.

f) The Company will dispatch shares to successful applicants through their Bankers to the

Offer or credit the respective CDS accounts of successful applicants (as the case may be).

8.2. BANKERS TO THE OFFER

Code No. Bank Code No. Bank

01 Allied Bank Limited 07 JS Bank Limited

02 Askari Bank Limited 08 MCB Bank Limited

03 Bank Alfalah Limited 09 NIB Bank Limited

04 Faysal Bank Limited 10 Samba Bank Limited

05 Habib Bank Limited 11 Silk Bank Limited

06 Habib Metropolitan Bank Limited 12 United Bank Limited

In order to facilitate investors, the Offerors have arranged provision of e-IPO facility through

UBL that is among the Bankers to the Offer. UBL account holders can use their Internet

Banking facility to submit their application online via link

www.ubldirect.com/corporate/ebank. The account holders of UBL can submit their

applications through these links 24 hours a day during the subscription period which will

close at 12:00 midnight on 24th

September 2014.

8.3. CODE OF OCCUPATION

Code No. Occupation Code No. Occupation

01 Business 06 Professional

02 Business Executive 07 Student

03 Service 08 Agriculturist

04 Housewife 09 Industrialist

05 Household 10 Others

8.4. NATIONALITY CODE

Code No. Name of country Code No. Name of country

001 U.S.A 006 Bangladesh

002 U.K 007 China

003 U.A.E 008 Bahrain

004 K.S.A 009 Other

005 Oman


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PART 9

9 SIGNATORIES TO THE OFFER FOR SALE DOCUMENT

Signed, as required by Section 62, read with Section 57 of the Companies Ordinance, 1984 by:

For and on behalf of the Offerors,


-sd-

Naz Khan

Chief Financial Officer


-sd-

Mohammed Saqib Chief Financial Officer

Signed by the above in presence of witnesses:

Witness 1 Witness 2

-sd- -sd-

___________________________ __________________

Name: Mohammed Faizan Khan Name: Humair Abdul Rasheed

Address: C/O Engro Corporation Limited Address: C/O Engro Powergen Limited

CNIC # 42301-6380655-5 CNIC # 42301-1113622-5

Dated: March 18th, 2014

Place: 4th Floor, The Habour Front Building, HC 3, Marine Drive, Block 4, Clifton, Karachi - 75600

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PART 10

10 MEMORANDUM OF ASSOCIATION

THE COMPANIES ORDINANCE, 1984

(COMPANY LIMITED BY SHARES)

Memorandum of Association

OF

ENGRO POWERGEN QADIRPUR LIMITED

(FORMERLY ENGRO ENERGY LIMITED)

I. The name of the Company is "ENGRO POWERGEN QADIRPUR LIMITED.”

II. The Registered Office of the Company will be situated in the Province of the SIND,

Pakistan.

III. The objects for which the Company is established are all or any of the following: -

1. To carry on at suitable locations at District Ghotki Sind and other places in

Pakistan the business of power generation, distribution, transmission and sale in

all its branches and aspects and by the use of such forms of energy and in such

manner as may be deemed feasible and sell and deliver the electricity thus

generated.

2. To finance, design, construct, own, operate and maintain a power station

together with all machinery, equipment and works ancillary thereto (hereinafter

referred to as "Power station") and to do all such acts, deeds, and things,

without limitation whatsoever as may be necessary or desirable in that

connection.

3. To carry on anywhere in Pakistan the business of power generation,

transmission, sale and distribution in all its branches and aspects and in

particular to construct, lay down, establish, maintain and fix all necessary

power stations together with ancillary works, cables, wires, lines, accumulators,

lamps, and to generate, accumulate, distribute, sell and supply electricity.

4. To construct and maintain roads, bridges, wharves, quays, jetties and piers,

pipelines and storage tanks for water, petroleum products, natural gas and other

substances, gas processing and compression plants, water desalination and

treatment plants and such other works as may be required for all or any of the

above purposes.

5. To provide engineering, construction, consultancy and design services and any

facilities, equipment and installations whether related to such services and

systems or otherwise.

6. To carry on the businesses of manufacturing, supplying, servicing, engineering,

contractors, consultants, agents and import, export, buying, selling,

manufacturing and/or dealing in all types of machinery, plant or equipment

used in connection with the generation, transmission, distribution and supply of

electricity or any other form of energy.

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7. To buy, sell, import, hire, manufacture, deal in, and turn to account plant,

machinery, implements, conveniences, provisions, articles, and products

capable of being used in connection with the operations of or required by

workmen and others employed by the Company or incidentally or conveniently

connected with any such business as aforesaid.

8. To explore for, produce, import or otherwise obtain any fuel or other raw

materials for use in connection with the generation of electricity or any other

form of energy and to process and deal in any such raw materials or any by-

products thereof and to process and deal in any by-products which may be

obtained from the activities of generating, transmitting, distributing or

supplying electricity or any other form of energy.

9. To carry on the businesses in all their branches of retailers, suppliers and

dealers in electrical appliances, household and general domestic equipment,

fixtures and fittings and all kinds of goods, equipment, materials or installations

connected with the use of electricity or any other form of energy whether for

domestic, industrial, commercial or other purposes.

10. To conduct, promote and commission research of all kinds and research and

development activities of all kinds, whether related to the generation,

transmission, distribution and supply of electricity or other form of energy or

otherwise, and to exploit and turn to account the results of any such research or

research and development carried out by or for the Company.

11. To acquire by any means and hold and deal with any heritable, real or personal

property or corporeal or incorporeal rights whatsoever, whether or not for the

purposes of or in connection with any of the foregoing activities, and (without

prejudice to the generality of the foregoing) to purchase, take on lease or in

exchange, hire or otherwise acquire and hold any heritable or real property and

any estate or interest in such property, including without limitation any lands,

buildings, installations, structures, servitudes, easements, privileges and

concessions and to use, exploit and develop the same.

12. To abstract and divert water from any appropriate source for use in connection

with the generation of electricity.

13. To carry on any other trade or business whatever which, in the opinion of the

Directors of the Company, can be advantageously carried on in connection with

or ancillary to any of the above mentioned businesses or is calculated directly

or indirectly to enhance the value of, or render profitable any of, the property or

rights of the Company.

14. To carry on any other trade, commerce, industry and/or business whatsoever,

which, in the opinion of the Directors of the Company, is or may be capable of

being carried on directly or indirectly for the benefit of the Company.

15. To purchase or by any other means acquire and take options over any property

whatever, and any rights or privileges of any kind over or in respect of any

property.

16. To apply for, register, purchase, or by other means acquire and protect, prolong

and renew, whether in Pakistan or elsewhere, any trademarks, patents,

copyrights, trade secrets, or other intellectual property rights, licences, secret

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processes, designs, protections and concessions and to disclaim, alter, modify,

use and turn to account and to manufacture under or grant licences or privileges

in respect of the same, and to expend money in experimenting upon, testing and

improving any patents, inventions or rights which the Company may acquire or

propose to acquire.

17. To acquire or undertake the whole or any part of the business, goodwill, and

assets of any person, firm, or company carrying on or proposing to carry on any

of the businesses which the Company is authorised to carry on and as part of

the consideration for such acquisition to undertake all or any of the liabilities of

such person, firm or company, or to acquire an interest in, amalgamate with, or

enter into partnership or into any arrangement for sharing profits, or for co-

operation, or for mutual assistance with any such person, firm or company, or

for subsidising or otherwise assisting any such person, firm or company, and to

give or accept, by way of consideration for any of the acts or things aforesaid or

property acquired, any shares, debentures, debenture stock or securities that

may be agreed upon.

18. To enter into any arrangements with any government or authority (municipal,

local, or otherwise) that may seem conducive to the attainment of the

Company's objects or any of them, and to obtain from any such government or

authority any charters, decrees, rights, privileges or concessions which the

Company may think desirable and to carry out, exercise, and comply with any

such charters, decrees, rights, privileges, and concessions.

19. To carry on and undertake trading business of all sorts and to act as indentors,

importers, exporters, traders, suppliers, and commission agents of products,

commodities and materials in any form or shape manufactured or supplied by

any company, firm, association of persons, body, whether incorporated or not,

individuals, Government, Semi- Government or any local authority.

20. To apply for, tender, offer, accept, purchase, enter into or otherwise acquire any

contracts and concessions for or in relation to the projection, execution,

carrying out, improvements, management, administration or control of works

and conveniences and undertake, execute, carry out, dispose of or otherwise

turn to account the same.

21. To carry on in or outside Pakistan the business of manufacturers, transmitters,

suppliers, importers, exporters, indentors, transporters, dealers in all articles

and commodities akin to or connected with any of the business of the Company

capable of being conveniently carried on or necessary for the promotion of the

objects herein contained, as permissible under law.

22. To carry on business and obtain licences for shipping agents, clearing and

forwarding agents, purchasing and indenting agents, selling agents, (except

managing agent) on such terms and conditions as the Company may think

proper, subject to any permission as required under the law.

23. To carry on agency business (except managing agency) and to acquire and hold

selling agencies and to act as selling agents, commission agents, manufacturers'

representatives and distributing agents of and for the distribution of all kinds of

merchandise, goods, commodities, products, materials, substances, articles and

things whether finished, semi-finished, raw, under process, refined, treated or

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otherwise pertaining to trade and commerce and for that purpose to remunerate

them and to open and maintain depots and branches.

24. To purchase, take on lease or in exchange, hire, apply for or otherwise acquire

and hold any interest, any rights, privileges, lands, building, easements,

trademarks, patents, patent rights, copyrights, licences, machinery, plants,

stock-in-trade and any movable and immovable property of any kind necessary

or convenient for the purposes of or in connection with the Company's business

or any branch or department thereof and to use, exercise, develop, grant

licences in respect of or otherwise turn to account any property, rights and

information so acquired, subject to any permission required under the law.

25. To acquire by concession, grant, purchase, barter, licence either absolutely or

conditionally and either solely or jointly with others any lands, buildings,

machinery, plants, equipments, privileges, rights, licences, trademarks, patents,

and other movable and immovable property of any description which the

Company may deem necessary or which may seem to the Company capable of

being turned to account, subject to any permission as required under the law.

26. To act as representatives, for any person, firm or company and to undertake and

perform sub-contracts, and also act in the business of the Company through or

by means of agents, sub-contractors and to do all or any of the things mentioned

herein in any part of the world and either alone or in collaboration with others

and by or through agents, sub-contractors or otherwise.

27. To establish, promote or assist in establishing or promoting and subscribe to or

become a member of any other company, association or club whose objects are

similar or in part similar to the objects of this Company or the establishment or

promotion of which may be beneficial to the Company or its employees.

28. To open accounts with any Bank or Banks and to draw, make, accept, endorse,

execute, issue, negotiate and discount cheques, promissory notes, bills of

exchange, bills of lading, warrants, deposit notes, debentures, letter of credit

and other negotiable instruments and securities.

29. To arrange local and foreign currency loans from scheduled & other banks,

leasing companies and modarbas and other financial institutions for the purpose

of purchase, manufacture, market, supply, export and import of machinery,

construction of factory, building and for the purpose of working capital or for

any other purpose.

30. To sell or otherwise dispose of the whole or any part of the undertaking of the

Company, either together or in portions for such consideration as the Company

may think fit and in particular, for shares, debenture-stock or securities of any

Company purchasing the same.

31. To borrow or raise money by means of loans or other legal arrangements from

banks, or other financial institutions, or Directors in such manner as the

Company may think fit and in particular by issue of debentures, debenture

stock, perpetual or otherwise convertible into shares and to mortgage, or charge

the whole or any part of the property or assets of the Company, present or

future, by special assignment or to transfer or convey the same absolutely or in

trust as may seem expedient and to, purchase, redeem or payoff any such

securities.

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32. To pay all costs, charges, and expenses preliminary or incidental incurred in

formation or about the promotion and establishment of the Company and to

remunerate any person, firm or company for services rendered or to be rendered

in or about the formation or promotion of the Company or the conduct of its

business.

33. To give any servant or employee of the Company commission in the profits of

the Company's business or any branch thereof and for the purpose to enter into

any agreement or scheme of arrangement as the Company may deem fit and to

procure any servants or employees of the Company to be insured against risk of

accident in the course of their employment by the Company.

34. To establish and support or aid in the establishment and support of associations,

trusts, institutions, funds and conveniences calculated to benefit persons who

are or have been Directors of or who have been employed by or who are serving

or have served the Company or any other Company which is a subsidiary or

associate of the Company or the dependents of such persons and to grant

pensions, gratuities, provident funds, allowances, relief and payments in any

other manner calculated to benefit the persons described herein.

35. To distribute any of the Company's property and assets among the members in

specie or in any manner whatsoever in case of winding up of the Company.

36. To guarantee the performance of contracts and obligations of the Company or

any of its associated companies or persons or any other person or company

whatsoever.

37. To cause the Company to be registered or recognised in any foreign country.

38. To do and perform all other acts and things as are incidental or conducive to the

attainment of the above objects or any of them.

39. To apply for and obtain necessary consents, permissions and licences from any

Government, State, Local and other Authorities for enabling the Company to

carry on any of its objects into effect as and when required by law.

40. It is declared that the company shall not engaged in business of banking

company, banking, leasing, investment, managing agency or insurance business

or directly or indirectly as restricted under the law or any unlawful operation

and the company shall not indulge in multi-level marketing, launching of ponzi

or pyramid schemes for marketing purposes.

41. Notwithstanding anything stated in any object clause, the company shall obtain

such other approval or license from Competent Authority, as may be required

under any law or the time being in force, to undertake a particular business.

IV. The liability of the members is limited.

V. The authorised share capital of the Company is Rs. 3,300,000,000/- (Rupees Three

billion three hundred million) divided into 330,000,000, (three hundred and thirty

million) shares of the nominal value of Rs. 10.00 (Rupees ten) each with the rights,

privileges and conditions attached thereto as are provided for the time being, with

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power to increase and reduce the capital of the Company and to divide the shares in

the capital for the time being, into several classes.

ENGRO POWERGEN QADIRPUR LIMITED Bank Limited ... CDCPL The Central Depository Company of Pakistan...

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Transcript of ENGRO POWERGEN QADIRPUR LIMITED Bank Limited ... CDCPL The Central Depository Company of Pakistan...