FINAL REPORT

Friesland Campina (Engro Foods)

Course: Corporate and Business Law

Submitted to: Sir Zeeshan Ul Haq

Group Members:
Syed Muhammad Azeem
Azka Rehman
Hassan Ilyas
Shiraz Khan
Table of Contents
Date of incorporation ................................................................................................................................... 2
Name of Listing: ............................................................................................................................................ 4
Date of Listing ............................................................................................................................................... 4
Registered office details............................................................................................................................... 4
Name of the Directors and their election details ........................................................................................ 4
Chairman and Chief Executive ..................................................................................................................... 4
Major Sponsors/shareholders of the Company .......................................................................................... 5
Present authorized capital and Present Issued Subscribed and Paid up Capital of the Company ............... 6
Further issuance of capital ........................................................................................................................... 6
Number of General Meetings ...................................................................................................................... 7
Financial Year of the Company .................................................................................................................... 7
Date of the last Annual General Meeting held. Agenda of the AG ............................................................ 7
Business agendas mentioned in the notices of general meetings held during the last two years:.............. 8
General meetings have been held during the last two years ................................................................... 11
Company’s Sales/ Turnover, Net Profit and Profit before taxation ......................................................... 11
Dividend issued by Friesland Campina Pakistan ....................................................................................... 13
Casual Vacancy on board Occurred ........................................................................................................... 14
Removal of Director ................................................................................................................................... 14
Protocols of Hiring a Director a director as per Company’s Act 2017 ...................................................... 15
Date of incorporation
Friesland Campina Engro Pakistan Limited (PSX: FCEPL), previously Engro
Foods was established in 2005. After entering into a partnership with Royal
Friesland Campina of Netherlands, it changed its name to Friesland Campina
Engro Pakistan.
The company manufactures, processes, and sells dairy products, beverages,
ice cream and frozen desserts. It also owns and operates a dairy farm.
Friesland Campina Engro Pakistan Limited is a 39.9% owned subsidiary
engaged in the manufacturing, processing and marketing of dairy products and
frozen desserts. The company operates two processing plants in Sukkur and
Sahiwal, with its Head Office based in Karachi, Pakistan. Its portfolio includes
the company-known brands like Olper's, Omoré, and Tarang.

Friesland Campina Engro Pakistan brings more than 145 years of experience
to the dairy landscape of Pakistan with the purpose of “transforming the health
and the company being of Pakistanis now and for generations to come, by
nourishing them through unlocking the goodness of milk from grass to glass, as
enhancing the livelihood of farmers.

Friesland Campina Engro Pakistan Limited is a Pakistani dairy Company and a

subsidiary of the Dutch multinational corporative Royal Friesland Campina. The
Company launched as Engro Foods in 2005 with our first production facility in
Sukkur, Pakistan and the introduction of our flagship UHT milk brand: Olper’s.
Following successful entries in the tea-whitening category with Tarang in 2007,
and the ice-cream market with Omore in 2009, the company entered a strategic
partnership with Royal Friesland Campina of Netherlands in 2016.

Friesland Campina Engro Pakistan Limited is a 39.9% owned subsidiary

engaged in the manufacturing, processing and marketing of dairy products and
frozen desserts.

This partnership allowed the company to gain access to more than 145 years
of dairy expertise, technology, and R&D. It further advanced our efforts towards
the Sustainable Development Goals: environment, gender equality, no poverty
and zero hunger.
Moreover, with two production facilities in Sukkur and Sahiwal, a dairy farm in
Nara, over 1,300 milk collection centers and a resource network encompassing
thousands of individuals, our expansive and robust footprint ensures a
sustainable, efficient supply chain, knowledgeable farmers.

Dairy farmers are the backbone of FCEPL’s supply chain, and they take great
pride in exemplary Dairy Development Program. The program is tailored and
designed to ensure inclusive growth and increased profitability by sharing
knowledge and best practices for dairy farming, providing training on animal
health, housing and barn design, feed and water, milk hygiene, aflatoxin control,
cow signals, farm economics, calf rearing and the environment. The company
also help facilitate farmer communities in obtaining subsidized loans as working
capital.

The innovation drawn is global dairy expertise and are tailored specifically for
local preferences and cultural adoption. With this outlook and our unique
position, the company is combining enterprising talent with emerging
methodologies to set the foundation for the next chapter in the food-safety and
nourishment story in Pakistan.
Name of Listing:
Friesland Campina Engro Pakistan

Date of Listing
26 April 2005.

Registered office details

5th Floor, the Harbor Front Building, HC-3, Marine Drive, Block - 4, Clifton,
Karachi - 75600, Pakistan

Name of the Directors and their election details

Board of Directors
1. Mr. Ali Ahmed Khan
2. Mr. Abdul Samad Dawood
3. Mr. Abrar Hasan
4. Mr. Eduardus Lambertus Holtzer
5. Ms. Petra Attje ZinkThe company
6. Mr. Roeland Francois Van Nee
7 Mr. Zouhair Abdul Khaliq

Elected to the 16th Annual General Meeting held on April 20, 2021.

Chairman and Chief Executive

1. Samad Dawood (The Chairman of the Board)
2. Ali Ahmed Khan (Chief Executive Officer)

Re-elected 16th Annual General Meeting held on April 20, 2021.

Major Sponsors/shareholders of the Company
Present authorized capital and Present Issued Subscribed and Paid up
Capital of the Company

Present Authorized Capital PKR 850,000,000 and Issued, Subscribed and

Paid-up Capital: 766,596,075.

Further issuance of capital

No further issuance of capital from last 5 years as they are already under
producing as per their capacity that is why they didn’t need to raise fund for any
expansion or anything.

Number of Board Meetings

10 board meetings held in last 5 years

Number of General Meetings

4 Annual general meetings held in last 5 years they missed the AGM of 2020.

Financial Year of the Company

Financial year is ended on 31 December

Date of the last Annual General Meeting held. Agenda of the

AG
Last AGM was held on Tuesday, April 20, 2021 at 03:00 p.m. at Karachi via
Zoom Cloud for circulation amongst the TRE Certificate (Trading Right
Entitlement) Holders of the Exchange.
Business agendas mentioned in the notices of general meetings held
during the last two years:

The following business agendas are mentioned in the notices of AGM:

(1) To appoint Auditors and fix their remuneration.

(2) To change the name of the Company from Engro Foods Limited to Friesland
Campina Engro Pakistan Limited as the current major shareholders intend to
incorporate their names in the name of the Company.

(3) Changes in the Memorandum and Articles of Association of the Company

due to enactment of the Companies Act, 2017 in place of the
Companies Ordinance, 1984

3.1 Alteration in the Memorandum of Association of the Company

RESOLVED that the words “The Companies Ordinance, 1984” appearing in the
beginning of the Memorandum of Association be replaced with “The Companies
Act, 2017”

3.2 Alteration in the Articles of Association of the Company

1. The words “The Companies Ordinance, 1984” appearing in the beginning of

the Articles be replaced with “The Companies Act, 2017”.

2. The definition of “The Ordinance” appearing in Article 2 shall be amended

and replaced as follows: ““The Act” means the Companies Act
2017, or any statutory modification or re-enactment thereof for the time being
in force.”

3. The words “Section 2(1)(36) of the Ordinance” appearing in the definition of

“Special Resolution” be replaced with “Section 2(1)(66) of the Act”.

4. The words “Section 2(1) (21) of the Ordinance” appearing in the definition of
“Member” be replaced with “Section 118 of the Act”.

5. The words “Section 147 of the Ordinance” appearing in the definition of

“Register” be replaced with “Section 119 of the Act”.
6. The words “Section 86 of the Ordinance” appearing in Article 7 be replaced
with “Section 83 of the Act”.

7. The words “Section 96 of the Ordinance” appearing in Article 9 be replaced

with “Section 89 of the Act”.

8. The words “Section 95 of the Ordinance” appearing in Article 10 be replaced

with “Section 86 of the Act”

9. The words “Section 82 of the Ordinance” appearing in Article 11 be replaced

with “the Act”.

10. The words “within thirty [30] days” appearing in Article 21 be replaced with
“within fifteen [15] days”.

11. The words “Section 80 of the Ordinance” appearing in Article 27 be replaced

with “Section 79 of the Act”.

12. The words “the Ordinance” appearing in Article 30 be replaced with “the
Act”.

13. The words “Section 158 of the Ordinance” appearing in Article 31 be

replaced with “Section 132 of the Act”.

14. The words “eighteen months” appearing in Article 31 be replaced with

“sixteen months”.

15. The words “Section 159 of the Ordinance” appearing in Article 32 be

replaced with “Section 133 of the Act”.

16. The words “Section 158 and 159 of the Ordinance” appearing in Article 33
be replaced with “Section 132 and 133 of the Act”.

17. The words “Section 160(1) (b) of the Ordinance” appearing in Article 33 be
replaced with “Section 134(3) of the Act”.

18. The words “Section 167 of the Ordinance” appearing in Article 41 be

replaced with “Section 143 of the Act”.
19. The words “Section 168 of the Ordinance” appearing in Article 42 be
replaced with “Section 145 of the Act”.

20. The words “Section 177 of the Ordinance” appearing in Article 60 be

replaced with “Section 158 of the Act”.

21. The words “Section 181 of the Ordinance” appearing in Article 64 be

replaced with “Section 163 of the Act”.

22. The words “Section 178 of the Ordinance” appearing in Article 64 be

replaced with “Section 159 of the Act”

23. The words “Section 196(2) of the Ordinance” appearing in Article 68 be

replaced with “Section 183(2) of the Act”.

24. The words “Section 196(2) of the Ordinance” appearing in Article 71 be

replaced with “Section 183(2) of the Act”.

25. The words “Section 214 of the Ordinance” appearing in Article 73 be

replaced with “Section 205 of the Act”.

26. The words “Section 219 of the Ordinance” appearing in Article 75 be

replaced with “Section 209 of the Act”.

27. The words “Section 187 of the Ordinance” appearing in Article 79 be

replaced with “Section 153 of the Act”.

28. The words “Section 196 of the Ordinance” appearing in Article 84 be

replaced with “Section 183 of the Act”.

29. The words “Section 199 to 201 of the Ordinance” appearing in Article 86 be
replaced with “Section 187 to 189 of the Act”.

30. The words “Section 202 of the Ordinance” appearing in Article 86 be

replaced with “Section 190 of the Act”.

31. The words “Section 249(2) of the Ordinance” appearing in Article 91 be

replaced with “Section 241 of the Act”.
32. The words “Section 251 of the Ordinance” appearing in Article 95 be
replaced with “Section 243 of the Act”.

33. The words “Section 230 of the Ordinance” appearing in Article 98 be

replaced with “Section 220 of the Act”.

34. The words “Section 233, 234 and 236 of the Ordinance” appearing in Article
101 be replaced with “Section 223 to 227 of the Act”.

35. The words “Section 236 of the Ordinance” appearing in Article 103 be
replaced with “Section 227 of the Act”.

36. The words “Section 236 and 241 of the Ordinance” appearing in Article 103
be replaced with “Section 227 and 232 of the Act”.

37. The words “Section 252 to 255 of the Ordinance” appearing in Article 105
be replaced with “Section 246 to 249 of the Act”.

38. The words “the Ordinance” appearing anywhere in the Articles be

replaced with “the Act”.

In July 2019, the company changed its name to Friesland Campina Engro
Pakistan.

General meetings have been held during the last two years
In the last two years only the Annual General meeting has been held.

Company’s Sales/ Turnover, Net Profit and Profit before

taxation

In 2020, the company reported a revenue of RS 44.2 billion, registering a 14%

growth vs 2019 performance despite Covid 19 related lockdowns and closure
of retail and leisure outlets. FCEPL registered a profit after tax of RS 177 million
vs a loss of RS 955 million in 2019 and the main challenge for the company
was food inflation and devaluation of Pakistani Rupee.
The company reported a revenue of RS 24.6 billion, registering a growth of 22%
in 2021 as compared to RS 20.15 billion that was recorded in 2020 due to the
strong and wide distribution and increased availability of products in addition to
on ongoing investment in brands.

The data analysis has been done based on the unaudited financial statements
of the year 2021 as the AGM will be held on April, 20, 2022 in Karachi in which
the directors of the company will present an annual report containing
information for shareholders about the company’s performance and strategy.
The performance of first quarter of the year 2022 is also not available.
Dividend issued by Friesland Campina Pakistan

Friesland Campina paid Cash dividend per share last in 2016 and 2017.
In the year 2019 and 2020, dividends were paid but it is not known that the
dividend amount was of which year.

Casual Vacancy on board Occurred

Mr. Johannes Petrus was stepped down as the CEO of the company in March
2017 and he was replaced by Mr. Ali Khan as the Chief Executive Officer.
However, Mr. Petrus continued as the Director on the Board of Engro Foods
Limited/ Friesland Campina Pakistan.

Removal of Director
There is no removal or hiring of director
Protocols of Hiring a Director a director as per Company’s Act
2017
The requirements for a newly appointed director on the Board is to acquire the
Directors Training Program certification within a period of one year from the
date of appointment as a director on the Board is recommendatory. Further, the
SECP’s role in granting exemption to directors keeping in view the relevancy of
minimum of 14 years of education and 15 years of experience on the board of
a listed company has been removed. Additionally, the provisions relating to
exemptions from the requirements of the DTP certification which are available
in the following cases are deleted in the 2019 Code:
An individual having at least 25 years of post-qualification experience in fields
of law, audit, tax, finance, corporate affairs, regulatory or government sector
experience and is a member of professional body of accountants whose
qualification is recognized as equivalent to post graduate degree by HEC.
• An individual having at least 30 years of experience in fields of law, audit, tax,
finance, corporate affairs, regulatory or government sector experience and has
a postgraduate degree in the above mentioned fields from a university in
Pakistan or equivalent recognized and approved by HEC.
In accordance with the 2017 Code it was compulsory for every company to
arrange training every year under the DTP for:
• At least one female executive from the year starting June 30, 2019; and
• At least one head of department from the year starting June 30, 2021. These
trainings are recommendatory and, therefore, now the listed companies are
encouraged to arrange training every year for:
• At least one female executive – from July 2020; and
• At least one head of department – from July 2022.
Subject to the requirements of section 155 of the Companies Act, 2017, it is
mandatory that no person shall be elected or nominated or hold office as a
director of a listed company including as an alternate director of more than
seven listed companies simultaneously.