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ANNUAL REPORT
Quaid‐e‐Azam Thermal Power (Private) Limited 7‐C1, Gulberg‐III, Lahore
Annual Report 2015
Page No.
Corporate Information
02
Notice of Annual General Meeting
05
Directors’ Report
10
Pattern of Shareholding
16
Review Report to the Members on Statement of Compliance with the Public Sector Companies (Corporate Governance) Rules, 2013
18
Statement of Compliance with the Public Sector Companies (Corporate Governance) Rules, 2013
20
Auditors’ Report to the Members on the Financial Statements for the period ended June 30, 2015
27
Balance Sheet
30
Profit and Loss Account
31
Statement of Comprehensive Income
32
Statement of Changes in Equity
33
Cash Flow Statement
34
Notes to the Financial Statements
35
Form of Proxy
44
CONTENTS
Page 1 of 44
Annual Report 2015
CORPORATE INFORMATION
Board of Directors Mr. Arif Saeed Chairman Mr. Abdul Basit Director Mr. Asad Ali Khan Director Mr. Muhammad Jehanzeb Khan Director Mr. Mohammad Afzaal Bhatti Director Mr. Najam Ahmed Shah Director Mr. Nauman Ahmed Khan Director Mr. Shoukat Ali Director Syed Maratib Ali Director Mr. Ahad Khan Cheema Director Chief Executive Officer Mr. Ahad Khan Cheema Finance & Audit Committee Mr. Asad Ali Khan Chairman Mr. Shoukat Ali Member Mr. Mohammad Afzaal Bhatti Member Human Resource Committee Mr. Nauman Ahmed Khan Chairman Mr. Muhammad Jehanzeb Khan Member Mr. Arif Saeed Member Mr. Mohammad Afzaal Bhatti Member Procurement Committee Mr. Arif Saeed Chairman Mr. Muhammad Jehanzeb Khan Member Mr. Abdul Basit Member Mr. Najam Ahmed Shah Member Nomination Committee Mr. Nauman Ahmed Khan Chairman Mr. Arif Saeed Member Mr. Muhammad Jehanzeb Khan Member Mr. Mohammad Afzaal Bhatti Member Chief Financial Officer Mr. Shamsul Aziz Company Secretary Syed Salman Hassan Auditors
A.F. Ferguson & Co. Chartered Accountants, a member firm of PWC Network
Page 2 of 44
Annual Report 2015
Legal Advisor
Sohaib & Sultan (Advocates & Corporate Counsels)
Bankers to the Company
The Bank of Punjab United Bank Limited Allied Bank Limited
Registered Office
7‐C1, Gulberg‐III, Lahore
Page 3 of 44
Annual Report 2015
NOTICE OF THE 1ST ANNUAL GENERAL MEETING
Page 4 of 44
QUAID‐E‐AZAM THERMAL POWER (PVT.) LTD.
7‐C1, Gulberg‐III, Lahore.
(i) Mr. Mohammad Jehanzeb Khan,
Shareholder
(ii) Mr. Yusuf Khan,
Shareholder
(iii) Dr. Aamer Ahmed,
Shareholder
(iv) Dr. Arshad Mahmood,
Shareholder
Subject: Notice of the 1st Annual General Meeting of the Shareholders of Quaid‐e‐
Azam Thermal Power (Private) Limited
Notice is hereby given to all shareholders of Quaid‐e‐Azam Thermal Power (Private) Limited
(the “Company”) that the 1st Annual General Meeting of the Company will be held on
Monday, February 15, 2016 at 03:00pm in the Board Room of QATPL, 1st Floor, 7‐C1,
Gulberg‐III, (Off MM Alam Road), Lahore to transact the following business:
Ordinary Business:
(i) To confirm Minutes of the 1st Extraordinary General Meeting of the Company held
on September 10, 2015.
(ii) To receive, consider and adopt Annual Audited Accounts of the Company for the
period ended June 30, 2015 together with Auditor’s, Director’s and Annual Reports
thereon.
(iii) To appoint Statutory Auditors of the Company for the Year 2015‐2016 and to fix
their remuneration. The present Auditors namely M/s. A. F. Ferguson & Co.
Chartered Accountants will stand retired at the conclusion of the 1st AGM of the
Company and are eligible to offer themselves for re‐appointment as recommended
by the Board of Directors.
(iv) To transact any other business with the permission of the Chair.
Special Business:
To approve amendment in Article‐39 of the Articles of Association of the Company
deals with quorum requirement for Board of Directors Meeting and to consider, if
thought fit, to pass, with or without modifications, following resolutions as special
resolutions:
1st Annual General Meeting Notice
Page 5 of 44
i. RESOLVED THAT, “the amendment in the Article 39 of the Articles of
Association of the Company be and is hereby approved.”
ii. FURTHER RESOLVED THAT, “the Article 39 of the Articles of Association of the
Company be and is hereby amended in the manner set out below:
Article 39:
“A meeting of the Board for the time being at which a quorum is present shall
be competent to exercise all or any of the authorities, powers and discretion
by or under the Articles vested in or exercisable by the Board generally. The
quorum for a meeting of Directors of a Company shall not be less than one‐
third (1/3rd) of their number or four (04), whichever is greater.”
iii. FURTHER RESOLVED THAT, “the Articles contained proposed amendment in
the draft Articles of Association submitted to this meeting be and is hereby
approved and adopted as the Articles of Association of the Company.”
iv. FURTHER RESOLVED THAT, “the Chief Executive Officer and/or the Company
Secretary be and is hereby authorized and empowered to complete all
necessary legal and other corporate formalities with regard to the aforesaid
matters on behalf of the Company and to perform all acts, matters, things and
deeds as may be deemed necessary and beneficial for the Company in this
regard and also file all necessary documents with Competent Authority(s) as
they think fit on behalf of the Company.”
By Order of the Board
Quaid‐e‐Azam Thermal Power
(Private) Limited
Syed Salman Hassan
Company Secretary
Lahore: January 23, 2016
CC:
The following are requested to kindly attend the meeting on the scheduled date, time and
venue, please:
(i) Chief Executive Officer, QATPL
(ii) Chief Financial Officer, QATPL
(iii) M/s. A. F. Ferguson & Co. Chartered Accountants, QATPL’s Auditors
Page 6 of 44
Notes:
(i) The share transfer books of the company shall remain close from February 08,
2016 to February 15, 2016 (both days inclusive).
(ii) A member entitled to attend and vote at this meeting of the Company is entitled
to appoint any other member as his/her proxy to attend and vote instead of
him/her, and a proxy so appointed shall have the rights to speak and vote at the
meeting as are available to the member.
(iii) The instrument appointing a proxy and the power of attorney or other authority
under which it is signed or a notarially attested copy of the power of attorney in
order to be valid must be deposited at the registered office of the Company not
less than forty‐eight (48) hours before the meeting.
(iv) In case of corporate entity, the Board of Director’s resolution/ power of attorney
with specimen signatures of the nominee shall be produced at the time of the
meeting. A proxy representing a Corporation or company must himself be a
member of the Company.
(v) The proxy form shall be witnessed by two (2) persons whose names, addresses
and C.N.I.C numbers shall be mentioned on the proxy form.
(vi) Members are requested to notify the Company of any changes in their addresses
immediately.
A statement under Section 160(1) (b) of the Companies Ordinance, 1984
pertaining to the special business is being sent to the members along with
notice of the meeting.
Page 7 of 44
Statement under Section 160(1)(b) of the Companies Ordinance, 1984
The following statement sets out the material facts pertaining to the special business to be
transacted at the 1st Annual General Meeting of Quaid‐e‐Azam Thermal Power (Private)
Limited (the “Company”) to be held on February 15, 2016 at 03:00 pm.
Alteration in the Articles of Association of the Company
Quorum is the least number of members who are required to be present at a meeting so as
to make it a valid meeting. No business of any meeting of the Board of Directors shall be
transacted unless a quorum of members is present at that time when the meeting proceeds
to business. The quorum shall be in accordance with the provisions of Companies
Ordinance, 1984 or the Articles of Association of the Company.
It is pertinent to mention here that the Companies Ordinance, 1984 does not specify any
quorum for the Board meetings of Private Limited Company, however, the Article‐39 of the
Articles of Association of QATPL enunciates that two (02) Directors personally present shall
constitute a quorum for a meeting of Board of Directors which is considerably low and
needs to be enhanced for ensuring maximum participation of Directors in the Board
meetings for making effective decisions on Company’s affairs.
Hence, in view of the foregoing, the Articles of Association of the Company is required to be
amended in light of Section 28 of the Companies Ordinance, 1984. The Board of Directors in
its 11th meeting of 23.12.2015 unanimously approved to place the matter before the
Shareholders at the 1st Annual General Meeting of the Company for their approval to be
sought by way of Special Resolution to be passed by a majority of not less than three‐fourth
(3/4th) of the votes cast by the Shareholders on the proposed alteration in the Articles of
Association of the Company.
Dated: January 23, 2016
Page 8 of 44
Annual Report 2015
DIRECTORS’ REPORT TO SHAREHOLDERS
Page 9 of 44
QUAID‐E‐AZAM THERMAL POWER (PVT.) LTD. 7‐C1, Gulberg‐III, Lahore
Directors’ Report to Shareholders For the Period ended June 30, 2015
The Directors of the Quaid‐e‐Azam Thermal Power (Private) Limited (“QATPL”) have the
pleasure in submitting their report together with Audited Financial Statements of the
Company for the period ended June 30, 2015 prepared under Section 236 of the Companies
Ordinance, 1984.
Company’s Overview
The Country has been gripped by severe energy shortages for a decade and the gap
between production and consumption is widening every year. The energy crisis has caused
irreparable loss to the national economy and left a negative impact on the trade and
economic activities. The Government of Punjab is working on war footing to bring an end to
the energy crisis in the Province.
In view of acute shortage of electricity, the Government of Punjab has established QATPL as
a Private Company Limited by Shares incorporated under the aegis of Companies Ordinance,
1984. QATPL is 100% owned by Government of the Punjab through Energy Department. The
objective of the Company is to establish and maintain 1180 MW Re‐Gasified Liquefied
Natural Gas (RLNG) based Thermal Power Plant at Bhikki, District Sheikhupura within the
stipulated timeline keeping in view the chronic power shortage in the Country.
The Project of the Company is proceeding on a very fast track with its scheduled Commercial
Operation Date (“COD”) in a record time of 27 months from Notice to Proceed. In this
regard, the Agreement for Engineering, Procurement and Construction (“EPC Agreement”)
has been awarded to HEI‐HRL Joint Venture (Joint Venture of Harbin Electric International
Company Limited and Habib Rafiq (Pvt.) Ltd.) subsequent to the end of financial year and
notice to procced has been issued to the said Contractor accordingly.
Progress on the Project
The QATPL envisages establishing and maintaining 1180 MW Re‐Gasified Liquefied Natural
Gas (RLNG) based Thermal Power Plant at Bhikki. The Project is moving ahead at very fast
pace to embark on construction by October, 2015 and to subsequently achieve Commercial
Operation Date by December, 2017. National Engineering Services Pakistan (Private) Limited
(“NESPAK”) was hired by the Company as Project Consultant/ Owner’s Engineer which has
Page 10 of 44
further sub‐hired Lahmeyer International for all technical advisory services, Haidermota BNR
& Co. for legal services and Ernst & Young for financial services for the Project. The Project
team consisting of qualified and experienced professionals which is working day and night to
achieve the desired timelines. The Land for the project measuring 578 Kanals at Bhikki has
been purchased, whereas, Government of the Punjab has already injected its equity of PKRs
18 billion and expects to inject the remaining sum shortly.
The requisite Load Study has been carried out by National Transmission & Dispatch
Company Limited (“NTDC”). Planning Commission‐I (“PC‐I”) for power evacuation has been
approved. Environmental Impact Assessment (“EIA”) Report / No Objection Certificate
(“NOC”) has been approved/ issued by the Environment Protection Agency, Government of
the Punjab. The EPC Agreement has been signed with HEI‐HRL Joint Venture. Letter of Intent
(“LOI”) has been issued by Private Power Infrastructure Board, Government of Pakistan.
Application for Power Generation License has been submitted to National Electric Power
Regulatory Authority (“NEPRA”), whereas, electricity tariff has been approved by NEPRA.
The Technical / Financial Feasibility Studies have been prepared along with the Project
Financial Model. Final drafts of Power Purchase Agreement and Gas Supply Agreement have
been agreed with the concerned Ministries, Central Power Purchasing Agency & Sui
Northern Gas Pipelines Limited.
Management & Administration
The Company is governed by its Board of Directors comprising of professionals from Public/
Private Sector with requisite range of skills, knowledge, experiences to make it properly
composed & structured and to enhance the core competence of the Board. The Chief
Executive Officer of the Company is responsible for smooth running of Company’s
operations, to manage day‐to‐day Company’s affairs and implementing strategies and
policies approved by the Board.
Financing Structure
The Financing Structure of the Project is based on 75% Debt to be arranged from local Banks
and 25% Equity to be contributed by the Government of the Punjab. The total estimated
Project Cost is approximately Rs. 90 billion out of which Rs. 22.5 billion will be met through
equity contribution and Rs. 67.5 billion to be raised through debt arrangements.
National Bank of Pakistan and Habib Bank Limited are the lead arrangers who will do the
syndication for the debt amount, whereas, 100% upfront equity will be injected by
Government of the Punjab. The partial amount of Rs. 18 billion has already been
contributed while remaining equity shall be poured subsequently.
Page 11 of 44
Financial Results
During the period, the Company incurred a net loss of Rs. 25,341,000/‐ which was mainly
attributed to the tax expenses of Rs. 26,092,000 /‐ incurred on the interest income of Rs.
79,067,000/‐ earned by the Company on its bank deposits. Therefore, no operational profits
are available for apportionment.
Share Capital
The Authorized Share Capital of the Company is Rs. 10,000,000 divided into 100,000
Ordinary Shares of Rs. 100 each, whereas, the Paid up Share Capital of the Company is also
Rs. 10,000,000 divided into 100,000 Ordinary Shares of Rs. 100 each. The Company has not
issued any Equity Shares during the period under review.
Corporate and Financial Reporting Framework
(a) The Board has complied with the relevant principles of corporate governance, and has
identified the rules that have not been complied with, the period in which such non‐
compliance continued, and reasons for such non‐compliance. Furthermore, since the
Company is newly incorporated and in its nascent stage, hence, compliance of certain
provisions of the PSC Rules is yet to be made, however, the management is committed
to ensure compliance of PSC Rules in its true letter and spirit during the course of
Financial Year ending June 30, 2016.
(b) The financial statements together with notes thereon have been drawn up and prepared
by the management of the Company in conformity with the Companies Ordinance,
1984. These statements present fairly its state of affairs, the result of its operations,
cash flows and changes in equity.
(c) Proper books of account of the Company have been maintained.
(d) Appropriate accounting policies have been consistently applied in preparation of
financial statements and accounting estimates are based on reasonable and prudent
judgment.
(e) The appointment of Chairman and other members of Board and the terms of their
appointment along with the remuneration policy adopted are in the best interests of the
Company as well as in line with the best practices. The entire Board of Directors is
providing pro bono services to the Company for its landmark project of national
importance, hence, no remuneration is paid by the Company to its Directors for their
Services.
Page 12 of 44
(f) International Financial Reporting Standards (IFRS), as applicable in Pakistan, have been
followed in preparation of financial statements.
(g) All statutory and corporate information of the Foundation is conveyed to the Securities
and Exchange Commission of Pakistan as required under Companies Ordinance, 1984.
Future Outlook
The demand for electricity has been steadily rising for the past decade and is forecast to
continue with economic growth of the Country. QATPL has a strong vision and commitment
to add economical energy to the national grid and promote capacity building in the
Country’s energy sector through the development of World’s most efficient and state‐of‐
the‐art technology at the most economical cost. QATPL is confident to play a critical role in
eliminating the menace of power outages from the energy starved Country in the coming
times.
Earnings per Share
There is no earning per share as the Company has not yet commenced its commercial
operations.
Board Meetings and Attendance
During the period ended June 30, 2015 six (06) Board meetings were held. The attendance
of the Board members has been as follows:
Leave of absence was granted to the Directors who could not attend the Board meetings
due to their pre‐occupation.
Sr. No. Name of Director Meetings Attended
1 Mr. Arif Saeed, Chairman BoD 6 of 6
2 Mr. Muhammad Jehanzeb Khan 6 of 6
3 Mr. Yusuf Khan 6 of 6
4 Mr. Muhammad Irfan Elahi 6 of 6
5 Mr. Abdul Basit 5 of 6
6 Mr. Mohammad Afzaal Bhatti 4 of 6
7 Mr. Najam Ahmed Shah 6 of 6
8 Mr. Asad Ali Khan 4 of 6
9 Mr. Nauman Ahmed Khan 3 of 6
10 Syed Maratib Ali 1 of 6
Page 13 of 44
Statutory Auditors
The present Statutory Auditors of the Company, M/s. A. F. Ferguson & Co. Chartered
Accountants (member firm of PWC Network) will stand retired at the conclusion of the first
Annual General Meeting of the Company and are eligible to offer themselves for re‐
appointment. They have also been recommended by the Finance & Audit Committee as
External Auditors till the conclusion of 2nd Annual General Meeting on the terms and
conditions as approved by the Shareholders of the Company.
Auditor’s Report
The Auditors of the Company, M/s. A. F. Ferguson & Co. Chartered Accountants (member
firm of PWC Network) have completed their assignment up to the period ended June 30,
2015. The Auditors have not made any reservations or adverse remarks in their Audit Report
for the period under review. The Auditors' Report does not contain any qualification, notes
to the Accounts and Auditors' remarks in their report are self‐explanatory and do not call for
any further comments.
Pattern of Shareholding
As required under Section 236(1) & 464 of the Companies Ordinance, 1984 and Rule‐17(4)(i)
of Public Sector Companies Rules, 2013, statement of the Pattern of Shareholding of the
Company reflecting the aggregate number of shares held as at June 30, 2015 is attached
hereto as “Annex‐A”.
Acknowledgement
The Board of Directors would like to take this opportunity to express its appreciation and
gratitude to all its shareholders and stakeholders for their continued valuable support in
managing the business. The Board also acknowledges and thanks the management team
and employees of the Company for their hard work and dedication shown throughout the
period under review.
For and on behalf of
Board of Directors
Arif Saeed
Chairman
City: Lahore Date: December 23, 2015
Page 14 of 44
Annual Report 2015
PATTERN OF SHAREHOLDING
Page 15 of 44
ANNEX‐A
Pattern of Shareholding
As at June 30, 2015
No. of
Shareholders
Shareholding Total
Shares Held From To
5 1 100000 100,000
Categories of Shareholding
As at June 30, 2015
Category of
Shareholders
No of
Shareholders
No of
Shares Held
Shareholding
Percentage
Government of the
Punjab & its Nominees 5 100,000 100%
Page 16 of 44
Annual Report 2015
REVIEW REPORT TO THE MEMBERS ON STATEMENT OF COMPLIANCE WITH PUBLIC SECTOR COMPANIES (CORPORATE GOVERNANCE) RULES, 2013
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Annual Report 2015
STATEMENT OF COMPLIANCE WITH PUBLIC SECTOR COMPANIES (CORPORATE GOVERNANCE) RULES, 2013
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Annual Report 2015
AUDITORS’ REPORT TO THE MEMBERS ON THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2015
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Annual Report 2015
FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2015
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Annual Report 2015
PROXY FORM
I/ We ____________________________________ of __________________________________
(full address) being the member(s) of QUAID‐E‐AZAM THERMAL POWER (PRIVATE) LIMITED
hereby appoint Mr. / Mrs. /Miss _______________________________ of (who is also member
of the Company vide Registered Folio No. ____________ (being member of Company) as my/ our
Proxy to attend at and vote for my/ us and on my/ our behalf at the
________________________________ Annual/ Extra Ordinary General Meeting of the Company
to be held at ____________________________________ on ________________ at
____________________ and at any adjournment thereof.
Signed this____________________ day of___________________ 2016
WITNESSES: Signature:
Name:
Address:
CNIC No.
Signature:
Name:
Address:
CNIC No.
Note:
The Form of Proxy should be deposited at the Registered Office of the Company not later than 48 hours before the time for holding the meeting. A proxy must himself be a member of the Company.
Please affix Rupees five
revenue stamp
Signature
Signature should agree with the specimen signature registered with the Company
Page 44 of 44