7 epcl-annual-report-2019

Page 259 - 260 notice of AGM
and annexures

annual report 2019

Notice of Annual General Meeting 7) In accordance with the provisions of section 242 of the Companies Act, 2017, a listed Company is required to pay cash
dividend only through electronic mode directly into the bank account designated by the entitled shareholders. Accordingly, the
NOTICE IS HEREBY GIVEN that the Twenty Second Annual General Meeting of Engro Polymer & Chemicals Limited (the “Compa- shareholders are requested to provide the information mentioned on an E-Dividend Mandate Form available at the website of
ny”) will be held at Karachi School of Business & Leadership, National Stadium Road Opp. Liaquat National Hospital, Karachi on the Company to the share registrar. The CDC account holders must submit their information directly to their broker (participant)
Thursday, April 16, 2020 at 10:00 a.m. to transact the following business: / Central Depository Company of Pakistan Limited.

A) Ordinary Business 8) In accordance with the directives of the SECP, the dividends of shareholders whose CNIC copies have not been received by
the Company shall not be electronically credited until receipt thereof. Therefore, the individual shareholders who have not
1) To receive, consider and adopt the standalone and consolidated audited Financial Statements for the year ended December submitted their CNIC copies are requested to send the same at the earliest to the share registrar of the Company. Corporate
31, 2019 along with the Directors' and Auditors' Reports thereon and the Chairman’s Review Report. entities are requested to provide their NTN. While providing their CNIC / NTN, shareholders must quote their respective folio
numbers. The physical shareholders are requested to notify any change in their addresses to the share registrar of the
2) To declare, as recommended by the Directors, the payment of a final dividend at the rate of PKR 0.20 per share (2%) for the Company and in case of CDC shareholders to their broker (participant).
year ended December 31, 2019.
9) In compliance with section 150 read with Division I of Part III of the First Schedule of the Income Tax Ordinance, 2001
3) To appoint Auditors for the year 2020 and fix their remuneration. The Members are hereby notified that the Audit Committee withholding tax on dividend income will be deducted for shareholders appearing in Active Taxpayers List (ATL) at 15%. For
and the Board of Directors have recommended the name of retiring Auditors M/s. A.F. Ferguson & Co., Chartered Accountants shareholders whose name is not appearing in ATL, section 100BA read with the Tenth schedule of the Income Tax Ordinance,
for re-appointment as Auditors of the Company 2001 requires withholding tax on dividend income to be increased to 30%. To enable the Company to withhold tax at 15%, all
shareholders are advised to ensure that their names appear in the latest available ATL on FBR website, otherwise tax on their
4) To elect eight (8) Directors in accordance with the Companies Act, 2017. The retiring Directors are Mr. Ghias Uddin Khan, cash dividend will be deducted at 30%. Withholding tax exemption from the dividend income shall only be allowed if a copy of
Mr. Imran Anwer, Mr. Nadir Salar Qureshi, Mr. Hasnain Moochhala, Mr. Noriyuki Koga, Mr. Feroz Rizvi and Mr. Eram Hasan valid tax exemption certificate is made available to the share registrar of the Company by the first day of book closure.

10) The FBR has clarified that in case of joint account, each holder is to be treated individually as either a filer or non-filer and tax
will be deducted on the basis of shareholding of each joint holder as may be notified by the shareholder, in writing as follows,
to the Company’s share registrar, otherwise it will be assumed that the shares are equally held by the joint shareholders:

By the order of the Board Khawaja Haider Abbas Company Secretary Folio / CDS Account No. Total Shares Principal Shareholder Joint Shareholder
Company Secretary
Karachi
February 4, 2020

N.B. Name & Shareholding Name & Shareholding
CNIC No. Proportion CNIC No. Proportion
1) In terms of the section 159(1) of the Companies Act, 2017, the Directors of the Company have fixed the number of elected
Directors at eight (8). No. of shares No. of shares

2) Any person who seeks to contest election of Director shall file with the Company a notice of his/her intention to offer 11) In pursuance to Circular No. 10 of 2014 dated May 21, 2014, if the Company receives consent from members holding in
himself/herself for election as a Director along with the consent to act as a Director in Form 28 under section 159(3) and aggregate ten percent (10%) or more shareholding residing at geographical location, to participate in the meeting through
section 167 respectively, of the Companies Act, 2017 and a detailed profile along with office address for placement onto the video conference at least seven (7) days prior to the date of the meeting, the Company will arrange video conference facility in
Company’s website in terms of SRO 634(I)/2014 dated July 10, 2014, not later than fourteen days before the date of meeting. that city subject to availability of such facility in that city. The Company will intimate members regarding venue of video
conference facility at least five (5) days before the meeting along with complete information necessary to enable them to
3) The selection of Independent Directors will be complied with the requirements of section 166 of the Companies Act, 2017 and access such facility. In order to avail this facility please provide the following information to our share registrar:
Regulation 6 of Listed Companies (Code of Corporate Governance) Regulations, 2019.

4) Pursuant to Companies (Postal Ballot) Regulations 2018, for the purpose of election of Directors and for any other agenda item I / We, __________________ of ________________ being a member of Engro Polymer and Chemicals Limited, holder of
subject to the requirements of sections 143 and 144 of the Companies Act, 2017, members will be allowed to exercise their __________ Ordinary Share(s) as per Register Folio No / CDC Account No. ______________ hereby opt for video conference
right of vote through postal ballot, that is voting by post or through any electronic mode, in accordance with the requirements facility at _________________.
and procedure contained in the aforesaid Regulations. _________________

5) The Share Transfer Books of the Company will be closed from Friday, April 10, 2020 to Thursday, April 16, 2020 (both days Signature of Member
inclusive). The transfers received in order at the office of the Company’s share registrar, M/s. FAMCO Associates (Private)
Limited, 8-F, near hotel Faran, Block 6, PECHS, Shahra-e-Faisal, Karachi PABX Nos. (92-21) 34380101-5 and email By the order of the Board
[email protected] by the close of business (5:00 p.m.) on Thursday, April 9, 2020 will be treated to have been in time
for the purposes of payment of final dividend to the transferees and to attend and vote at the meeting.

6) A member entitled to attend and vote at this meeting shall be entitled to appoint another person as his/her proxy to attend, Karachi Khawaja Haider Abbas
speak and vote instead of him/her, and a proxy so appointed shall have such rights, as respects attending, speaking and February 4, 2020 Company Secretary
voting at the meeting as are available to a member. Proxy forms, in order to be effective, must be received by the Company not
less than forty-eight (48) hours before the meeting. A proxy need not be a member of the Company.

Page 261 - 262 annual report 2019

calender of major events standard request form

Circulation of Annual Audited Accounts

The Share Registrar Dated: _________________
Engro Polymer & Chemicals Ltd.

20-December-2019 16-January-2019 FAMCO Associates (Pvt.) Ltd.
8-F, Near Hotel Faran
Musharaka Completion of Nursery, Block-6, P.E.C.H.S., Shahra-e-Faisal
Agreement with Rs. 8.75 Bn Sukuk KARACHI.
E-mail: [email protected]
DIBPL Telephone No. (9221) 3438 0101-5, 3438 4621-3
Dear Sirs,

Subject: Request for Hard Copy of Annual Report of Engro Polymer & Chemicals Limited.

26-November-2019 04-February-2019 As notified by the Securities and Exchange Commission of Pakistan (SECP) vide S.R.O. 470(I)/2016 dated May 21, 2016 and
approved by the Shareholders in the Annual General Meeting of the Company held on April 14, 2017, the Company is circulating
LABSA and 4Q Financial its annual balance sheet, and profit and loss account, auditor’s report and directors report etc. (“Annual Audited Accounts”) to its
HTDC project Statements members through CD/DVD/USB at their registered addresses, save for those who opt for a hardcopy of the Annual Audited
announcement Accounts by filling out the details below and sending it to the Company’s share registrar and Company Secretary.
10-March-2019
15-October-2019 MAJOR I, ________________________________ S/o, D/o, W/o ________________________ being a registered shareholder of Engro
Conferred IFN Deal Polymer & Chemicals Ltd. with the particulars as mentioned below would request that my name be added to the list of
3Q Financial EVENTS of the Year Award Shareholders of the Company who opt for delivery of a hardcopy of the Annual Audited Accounts of the Company and hereby
Statements request you send me the Annual Audited Accounts in hard copy form at my registered address as contained in the member
2019 register instead of providing the same through CD/DVD/USB.

Particulars

Name of Shareholder
Folio No. / CDC ID No.
CNIC / NICOP / Passport No.
Land Line Telephone No. (if any)
Cell No. (if any)

06-August-2019 24-April-2019 22-April-2019 Yours truly,

2Q Financial 1Q Financial Commencement of ___________________________
Statements Statements Caustic Soda Flaker Shareholder’s Signature

Copy to:

Company Secretary
Engro Polymer & Chemicals Ltd.
16th Floor, The Harbour Front, Dolmen City
HC-3, Block 4, Clifton, Karachi-75600.
E-mail: [email protected]

Page 263 - 264 annual report 2019

proxy form

I/We

of being a member of

ENGRO POLYMER AND CHEMICALS and holder of ordinary shares as

per share(Number of Shares)Register Folio No. and/or

CDC Participant I.D. No. and Sub Account No. , hereby appoint

of or failing him/her

of as my / our proxy to vote for me /

us and on my / our behalf at the 22nd Annual General Meeting of the Company to be held on 16

the 16th day of April, 2020 and any adjournment thereof. annual report 2019

Signed this day of 2020.

Witnesses:

(1) Signature : Signature
Name :
Address : (Signature should agree
: with the specimen registered
CNIC or :
with the Company)
Passport No. :

(2) Signature :
Name :
Address :
:
CNIC or :

Passport No. :

Notes:

Proxies in order to be effective, must be received by the Company not less than 48 hours before the
meeting. A Proxy need not be a member of the Company.

CDC Shareholders and their proxies are each requested to attach an attested photocopy of their
Computerized National Identity Card or Passport with this proxy form before submission to the Company.

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0.00 13,706 8
67.31 611,827,852 3
1.80 16,352,696 11
5.46 49,581,843 15
11.82 107,478,188 73
67.20 610,787,012 2

10.49 95,329,670 28,492
0
3.12 28,339,378
213

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57:43

31:69 YoY 2018 2019

-6% 203 191

-4% 86 83

NA - 1

Page 283 - 284 annual report 2019

USD MT 2019 2018

1,100
1,050
1,000

950
900
850
800

USD MT

1,700
1,500
1,300
1,100

900
700
500

2019 2018

Page 285 - 286 annual report 2019

PVC Demand & Capactiy - Asia

12.5 20.4 Mn ton 32
20 30
9.5 28 31 27
8.3 26
24
2.5 22
2.3 20
1.2
1.2 2013 2014 2015 2016 2017 2018 2019
Demand Capacity
05
10 15

PVC Demand & Capactiy - South Asia

4.0 3.9
3.5 1.8
3.0
Mn ton 2.5
2.0
1.5
1.0

2013 2014 2015 2016 2017 2018 2019
Demand Capacity

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EPCL

EPCL

Mn tons 45
40
35

2013 2014 2015 2016 2017 2018 2019

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