Presentation on

Engro Foods Ltd

Company Law
M.Com (Morning)
2nd Semester

Dedication

We dedicate our presentation

to our PARENTS and respected
TEACHERS who taught and
hold our hands on every step of
our life.

Presented to

Sir Imtiaz Ahmad

University Of Sargodha
(Gujranwala Campus)

Presented by
Group Name:
Fantastic Five

Hafiz Zia
Rana Shoaib
Aslam
Hamza Siraj
Umar Sharif
Muhammad
Ahsan

MCMF13M0
59
MCMF13M0
42
MCMF13m0
51
MCMF13M0
38
MCMF13M0
22

Approvals & Listing on

the Stock Exchange

Hafiz Zia
MCMF13M059

Engro Foods Ltd

Our Company
Why we chose Engro Foods?
History
Products

Ice Cream
Flavored Milk
Fruit Juices
Milk Powders

Engro Foods Production Plant

Prospectus of Engro Foods

Prospectus
Disclaimer
Glossary
CDC
CDA
CDS

Table of Content
Approvals

Share Capital & Related

Matters

Hafiz Zia
MCMF13M059

Share Capital
(Authorized & Issued, Sub & Paid Up)

Holding Companys Shares

Shares

(Directors)

No.
of
Shar
es

Name

Face
Value

Premi
um

Tota
l

Muhammad Aliuddin
Ansari

10

10

Sarfarz A. Rehman

10

10

Ruhail Mohammad

10

10

Shahzada Dawood

10

10

Muhammad Amin

10

10

Zafar Ahmed Siddiqui

10

10

Mujahid Hamid

10

10

Abdul Samad Dawood

10

10

Roshaneh Zafar

10

10

Sabrina Dawood

10

10

Total

100

100

Private Investor
(at PKR 15 Premium Per Share)

No. of
Shares

Name

Face
Value

Premiu
m

Total

20828000

National Bank Of
Pakistan

20828000

312,420,00
0

520,700,000

850000

American funds
insurance series

850000

127,500,00
0

212,500,000

5120000

Acacia Institution
Lp-USA

5120000

76,800,000

128,000,000

48,000,
000

Sub Total

480,000,
000

720,000,
000

1,200,000,
000

Total Paid Up Capital

No. of
Shares

748,000,
000

Name

Face
Value

Premium

Total

7,480,000,
000

720,000,0
00

8,200,000,
000

Offer

Offeree (General Public)

Number of Shares (27,000,000)
Face Value (PKR 10 per share)
Premium (PKR 15 per share)
Opening Date (July 5, 2011)
Closing Date (July 7, 2011)

Terms of Offer
Investor Eligibility
Residential Status
Companies
Branches

Facility to Non-Residential
Minimum Subscription
Tax related matters of
application

Terms of Offer (Conti)

Fictitious and multiple

application
Refund of Subscription money
Issue and Dispatch of Shares
Transfer of Shares

Physical Scrips
Book entry system

Dividend
Dividend Policy
Eligibility for Dividend
Deductions

Zakat
Tax

Capital Gain

Underwriting,
Commissions,
Brokerage & other
Expenses
Rana Shoaib
Aslam
MCMF13M042

Underwriting,
Commissions,
Brokerage & other
Expenses

Underwriting

Underwriting,
Commissions,
Brokerage & other
Expenses

Buy Back/repurchase agreement

Underwriting Commission
Commission to Bankers to the Offer
Brokerage
Estimated expenses to the Offer

Underwriting,
Commissions,
Brokerage & other
Expenses

Estimated expenses to the Offer

History & Prospects

Engro Foods Limited
It Started Food Business In 2006
In 2010 It Launched New Products
Venture To Produce Halal Foods

Dairy Juices
Pak Is 5th Largest Country In Milk
Producing
38 Billion Liters Per Annum
Milk Producing Grows 2%

Rice Plant

History & Prospects

Segmentation Of Milk
Ambient UHT
Powder Milk
Chilled Dairy

Juices

507 Million LTR (PKR 31 Billion P.A)

Ice-cream

71 Million sold in 2010 (8.8 Billion P.A)

Juices And Nectar

History & Prospects

Dairy Farm

Established in 2008
With Covered area 557 Acers
2591 Animals
Producing 20,000 LPD

Production Facilities
Sakkar & Sahiwal : 400000 & 700000 LPD
respectively

Ice Cream Plant

Having Capacity 22 millions LPD

History & Prospects

Global Business Unit
Formed in 1st quarter of 2009 as GBU

Capital Expenditure Plan &

Financing
Internal Cash
Debt & Equity

Financial Information

Hamza Siraj
MCMF13M051

Financial Information
Audit Report
Balance Sheet
Consolidated assets & liabilities : Company &
its Subsidiary

Auditors Certificate
Management Accounts
Balance Sheet
Consolidated assets & liabilities : Company &
its Subsidiary

Audit Report

(Balance Sheet)

Audit Report

(Balance Sheet)

Consolidated assets & Liabilities :

Company & its Subsidiary

Auditors Certificate :
Issued, Subscribed & Paid Up Capital

Management Accounts :
Balance Sheet (Unaudited)

Management Accounts :
Consolidated assets & Liabilities : Company & its
Subsidiary (Unaudited)

Risk Factors

Economic Slowdown
Inflation & Interest rate
Operational Risk
Technological Risk
Barriers to entry
Competition Risk
Risk of Flood
Regulatory Risk

Management

Umar Sharif
MCMF13M038

Chairman
Muhammad Aliuddin Ansari

President & CEO : since May 2012.

BA (Hons) : Finance & Investments.
Started Career : Investment Manager at
Bank of America in London.

CEO (Chief Executive Officer)

Sarfaraz A. Rehman

CEO of Engro Foods : 2005 to 2011

Chartered Accountant
Started Career : Finance & Marketing,
manager at Unilever.
Rejoined Engro Foods as the CEO in 2013.

Board of Directors
Sr

Name

Muhamma
d Aliuddin
Ansari

Father
Name

Muhamma
d Abad
Ansari

National
ity

Pakistan

Occupati
on

No. of
Ordina
ry
Shares

Signatu
res

Business
Executive

44/II, 15th
Street,
Khayaban -eSeher, Phase
-VII, DHA,
Karachi.

sd

Business
Executive

5th Floor, The

Harbour Front
Building, Plot
No. HC-03,
Block
04, Marine
Drive
Clifton,Karach
i

sd

sd

sd

Sarfarz A.
Rehman

Abdul Hadi

Ruhail
Mohamma
d

YOUSUF
MOHAMME
D

Pakistan

Business
Executive

Shahzada
Dawood

Hussain
Dawood

Pakistani

Business
Executive

Pakistani

Residential
Address

H.NO. 101-1,
KHY-EBADBAN,PHAS
E V, DHA,
KARACHI.
F-6, Dawood
Colony,
National
Stadium Road,
Karachi

Board of Directors (conti)

Sr

Name

Father
Name

National
ity

Occupati
on

Muhamma
d Amin

Muhamma
d Amanat

Pakistan

Business
Executive

Zafar
Ahmed
Siddiqui

Muhamma
d Zameer

Pakistani

Business
Executive

Mujahid
Hamid

Javeed Iqbal

Pakistan

Business
Executive

Abdul
Samad
Dawood

Hussain
Dawood

Pakistani

Business
Executive

Residential
Address

4TH Floor,
Tower B, World
Trade
Centre, Block
05, Clifton
Karachi
47/J, Block 06,
P.E.C.H.S
Karachi
MANAGEMENT
COLONY,
ENGRO
CHEMICAL PAK
LTD. DAHARKI,
DISTRICT
GHOTKI.
8th Floor, The
Harbour Front
Building, Plot
No. HC-03,
Block
04, Marine
Drive Clifton,K
arachi

No. of
Ordina
ry
Shares

Signatu
res

sd

sd

sd

sd

Board of Directors (conti)

Sr

10

Name

Roshaneh
Zafar

Sabrina
Dawood

Father
Name

Muhamma
d Akram
Ali

Mumtaz
Ahmad
Khan

National
ity

Occupati
on

Residential
Address

Pakistan

Business
Executive

Business
Executive

Pakistani

No. of
Ordina
ry
Shares

Signatu
res

47/J, Block 06,

P.E.C.H.S
Karachi

sd

F-6, Dawood
Colony,
National
Stadium Road,
Karachi

sd

Key Management

NUMBER OF DIRECTORS
10 directors including the Chief Executive.
QUALIFICATION OF DIRECTORS
According to Section 187
APPOINTMENT/ ELECTION OF DIRECTORS

AGM (Annual General Meeting)

Present Directors elected on April 30, 2012 for a

term of 3 (Three) years.
REMUNERATION OF THE DIRECTORS
Articles of Association of the Company
INTEREST OF DIRECTORS IN PROPERTY
ACQUIRED BY THE COMPANY
No interest in any property acquired by the
Company.

Key Management
VOTING RIGHTS
Voting rights, attached to the ordinary shares of
the Company are equal.

Registered/Head Office
Engro Foods Limited
5TH Floor, The Harbour Front
Building Plot # HC-3, Block 4
Scheme # 5 Clifton, Karachi
Phone: 00-92-21-5296000-4
Fax: 00-92-21-5295962

Banker of the Company

Habib Bank Ltd.

MCB Ltd.
United Bank Ltd.
Bank Al-Habib Ltd.

Auditors of the Company

A.F. Ferguson & Co.
Chartered Accountants
Address State Life Building 1-C.
I.I. Chundrigar Road. Karachi,
Pakistan
Number (021) 242-6711

Legal Advisor
Mr. Mohammad Jamil
Advocate, Supreme Court 321
Prince Centre, Preedy Street,
Karachi

Financial Advisor

National Bank of Pakistan

Corporate & Investment Banking Group 1st floor,
NBP Head Office I.I. Chundrigar Road Karachi.
Tel: +92 21 9921 2100
Fax: +92 21 9921 2257

Financial Advisor

United Bank Limited

Investment Banking Group 8th floor, State Life
Building # 1 I.I. Chundrigar Road Karachi.
Tel: +92 21 111 825 111
Fax:+92 21 241 241 0

Running Finance Facilities

Sr

Bank

Amount
(PKR in
000)

Rate

MCB Bank Limited

200,000

1 Month Kibor +
1%

United Bank
Limited

300,000

1 Month Kibor
+1.25

Habib Bank
Limited

300,000

1 Month Kibor +
1

Total

800000

Leasing Facilities

S
r

Bank/DFIs

Amount
(PKR in MN)

Standard Chartered
Modaraba

1.021

Bank of Punjab

7.368

Total

8.389

Investor
Name

Amount

Date

National Bank of Pakistan

520,700,0
00

13-May2011

Acacia Institutional Partners

LP - USA

128,000,0
00

09-May2011

SAB Securities Limited- UK

25,000,00
0

09-May2011

Total

6737000
00

Financial Year
1st day of January and ends on
the 31th day of December each
year.

Memorandum of Association

Muhammad
Ahsan
MCMF13M022

Memorandum of Association
Engro Foods Limited
Registered office in Sindh
Objects
Production of food items
Processing Bottling
Packing
Import & Export

Agricultural Business
BY-Products
Contracts with Government
Acquisition (Al-Safaa)
Obtain any Provisional Order

Memorandum of Association
Objects
Borrow
Debentures
PTC (Participation Term Certificate)
TFCs (Term Finance Certificate)

Open & Operate accounts with banks

Liability of members is limited

Memorandum of Association
Capital
Authorized Capital
PKR 8500,000,000 (850,000,000 Shares @ PKR 10 Per
Share)

Shares Capital
PKR 82,00,000,000 (700,000,000 shares @ PKR 10 Per
Share
+ 48,000,000 @ PKR 10 + PKR 15 Premium Per Share)

GAPS

Profit made by Promoters

Remuneration of Directors
Legal Proceedings
Disclaimer
Glossary
IPO

k
n
a
h
T u
o
Y

Any
Question?