Engro Chemical (Pakistan) Ltd - 2005
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BALANACE SHEET AS AT DECEMBER 31, 2005
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                                                              2005         2004
                                                    Notes       (Rupee in '000)
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SHARE CAPITAL AND RESERVES
SHARE CAPITAL
AUTHORISED:
200,000,000 Ordinary shares of Rs 10 each                2,000,000    2,000,000
Issued, subscribed and paid-up                       3   1,529,400    1,529,400
Reserves - revenue                                       4,429,240    4,429,240
Unappropriated profit                                                   627,244
                                                         5,846,166    5,056,484
                                                         7,375,566    6,585,884
NON CURRENT LIABILITIES:
Redeemable capital                                   4   2,887,500    2,575,000
Liability against asset subject to finance lease     5       2,289        4,515
Deferred Taxation                                    6   1,003,177      966,295
Retirement and other service benefits                7      43,004       68,514
                                                         3,935,970    3,614,324
CURRENT LIABILITIES
CURRENT PORTION OF:
- redeemable capital                                 4     687,500    1,086,500
- long term loan                                                 -      594,500
- liability against asset subject to finance lease   5       2,226        2,085
- other service benefits                             7      20,230       22,471
Short term borrowings                                8           -            -
Trade and other payables                             9   1,969,001    1,236,790
Taxation                                                    43,267            -
Unclaimed dividends                                         77,870       42,803
                                                         2,800,094    2,985,149
Contingencies and commitments                       10
FIXED ASSETS:
Property, plant and equipment                       11   6,840,058    7,096,330
Intangible assets                                   12      21,618        9,938
                                                         6,861,676    7,106,268
Long term investments                               13   2,172,757    1,424,557
Long term loans, advances and other receivables     14      65,642       51,928
CURRENT ASSETS:
Stores, spares and loose tools                      15     665,902      587,288
Stock-in-trade                                      16   1,922,982      484,748
Trade debts                                         17     543,316      522,608
Loans, advances, deposits and prepayments           18     360,923      477,636
Other receivables                                   19     237,931       64,662
Taxation                                                         -      160,291
Short term investments                              20     138,016      864,223
Cash and bank balances                              21   1,142,485    1,441,148
                                                         5,011,555    4,602,604
                                                       14, 111,630   13,185,357
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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED DECEMBER 31, 2005
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                                                              2005         2004
                                                Notes          (Rupees in '000)
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Net sales                                        22      18,276,277  12,797,662
Cost of sales                                    23    (14,364,288) (9,528,215)
Gross profit                                             3,911,989    3,269,447
Selling and distribution expenses                24     (1,270,703) (1,036,509)
                                                         2,641,286    2,232,938
Other income                                     25      1,144,987      558,154
Other operating charges                          26      (286,652)    (190,328)
Financial charges                                27      (280,070)    (285,711)
                                                         (566,722)    (476,039)
Profit before taxation                                   3,219,551    2,315,053
Taxation                                         28      (900,469)    (704,478)
Profit after taxation                                    2,319,082    1,610,575
Earnings per share - Basic and diluted           29       Rs 15.16     Rs 10.53
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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED DECEMBER 31, 2005
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                                                         Revenue Reserve
                                            Share                                       Total
                                          Capital        General Unappropriated
                                                                         Profit
                                                                (Rupees in '000)
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Balance as at January 1, 2004           1,529,400      4,129,240       540,189      6,198,829
Final Dividend for the year ended
December 31, 2003 @ Rs 3.50 per share           -             -      (535,290)      (535,290)
Profit for the year
 ended December31, 2004                         -             -      1,610,575      1,610,575
Interim dividends
1st @ Rs 2.50 per share                         -             -      (382,350)      (382,350)
2nd @ Rs 2.00 per share                         -             -      (305,880)      (305,880)
Transfer to general reserve                     -        300,000     (300,000)             -
Balance as at December 31, 2004         1,529,400      4,429,240       627,244      6,585,884
Final Dividend for the year ended
 December 31, 2004 @ Rs 4.00 per share          -             -      (611,760)      (611,760)
Profit for the year ended
 December 31, 2005                              -             -      2,319,082      2,319,082
Interim dividends
1st @ Rs 3.00 per share                         -             -      (458,820)      (458,820)
2nd @ Rs 3.00 per share                         -             -      (458,820)      (458,820)
                                        1,529,400     4,429,240      1,416,926      7,375,566
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CASH FLOW STATEMENT for the Year Ended December 31 2005
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                                                          (AMOUNTS IN THOUSAND)
                                                              2005         2004
                                                    Notes              (Rupees)
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CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations                       31  2,349,338    2,422,235
Retirement and other service benefits paid                (61,204)    (256,926)
Financial charges paid                                   (234,338)    (283,883)
Taxes paid                                               (660,029)    (906,127)
Long term loans and advances                              (13,714)       23,295
Net cash inflow from operating activities                1,380,053      998,594
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditure                                      (377,072)    (520,106)
Sales proceeds on disposal of fixed assets                  11,023       19,751
Income on deposits/ other financial assets                  53,044       42,372
Investment in a subsidiary company                       (748,200)            -
Dividends received                                         833,700      485,921
Net cash (outflow) / inflow from investing activities    (227,505)       27,938
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from redeemable capital                         1,000,000    1,000,000
Repayment of redeemable capital                        (1,086,500)    (587,500)
Asset subject to finance lease                             (2,085)        6,600
Repayment of long term loan                              (594,500)            -
Dividends paid                                         (1,494,333)  (1,234,716)
Net cash (outflow) from financing activities           (2,177,418)    (815,616)
Net (decrease)/ increase in cash and cash equivalents  (1,024,870)      210,916
Cash and cash equivalents at the beginning of the year   2,305,371    2,094,455
Cash and cash equivalents at the end of the year     32  1,280,501    2,305,371
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NOTES TO THE FINANCIAL STATEMENTS for the Year Ended December 31, 2005
1. STATUS AND NATURE OF BUSINESS

Engro Chemical Pakistan Limited (the company) is a public listed company incorporated in Pakistan.

The principal activity of the Company is manufacturing, purchasing and marketing of fertilisers.

The Company is also involved in the production and marketing of seeds and has invested in joint ventures / other entities engaged in chemical related activities and industrial automation.

During the year, the Company has incorporated a wholly owned subsidiary with the objective to undertake food business.

The registered office of the Company is situated at 8th floor, PNSC Building, Moulvi Tamizuddin Khan Road, Karachi.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.1. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with the requirements of the Companies Ordinance, 1984 (the Ordinance) and approved accounting standards as applicable in Pakistan.

Approved accounting standards comprise of such International Accounting Standards (IASs) as notified under the provisions of the Ordinance.

Wherever, the requirements of the Ordinance or directives issued by the Securities and Exchange Commission of Pakistan (SECP) differ with the requirements of these standards, the requirements of the Ordinance or the requirements of the said directives take precedence.

2.2. BASIS OF PREPARATION

2.2.1. These financial statements have been prepared under the historical cost convention, except for the remeasurement of 'financial assets at fair value through profit or loss' including derivative financial instruments, at fair value and recognition of certain staff retirement benefits at present value.

2.2.2. The preparation of financial statements in conformity with approved accounting standards requires the use of certain critical accounting estimates.

It also requires management to exercise its judgement in the process of applying the company's accounting policies.

The estimates / judgements and associated assumptions used in the preparation are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The resulting accounting estimates / judgements / assumptions will, by definition, seldom equal the related actual results.

The estimates /judgements and associated assumption are reviewed on an ongoing basis.

Revision to the accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in period of revision and future periods if the revision affects both current and future periods.

The estimates, judgements and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of the assets and liabilities within the next financial year are discussed in respective notes.

2.3. TAXATION

Current taxation

Provision for current taxation is based on the taxable income for the year determined in accordance with the prevailing law for taxation on income.

The charge for current tax also includes adjustments, where considered necessary, to provision for tax made in previous years, arising from assessments framed during the year for such years.

Deferred taxation

Deferred tax has been provided using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial

reporting purpose and the amounts used for taxation purposes.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date.

Deferred tax asset is reduced to the extent that it is no longer probable that the related tax benefit will be realised.

2.4. RETIREMENT AND OTHER SERVICE BENEFITS DEFINED CONTRIBUTION PLANS

-- The Company operates

-- defined contribution provident fund for its permanent employees. Monthly contributions are made both by the Company and employees to the fund at the rate of 10% of basic salary.

-- defined contribution pension fund for the benefit of management employees.

Monthly contributions are made by the Company to the fund at the rate ranging from 12.5% to 13.75% of basic salary (note 7.6).

Defined benefit plans and other service benefits

-- The Company operates:

-- defined benefit funded pension scheme for its management employees (note 7.1 and 7.6).

-- defined benefit funded gratuity schemes for its management and non-management employees.

The pension scheme provides life time pension to retired employees or to their spouses.

Contributions are made annually to these funds on the basis of actuarial recommendations.

The pension scheme has been curtailed and effective from July 1, 2005, no new members are inducted in this scheme (note 7.6).

-- The Company also operates unfunded scheme for resignation gratuity of certain management employees.

-- The Company recognises actuarial gains / losses over the expected future services of current members, using the recommended approach under IAS 19, Employee Benefits.

-- Actuarial valuations of the schemes are undertaken at appropriate regular intervals and the latest valuation was carried out at December 31, 2005.

-- Provision is also made under a service incentive plan for certain category of experienced employees to continue in the Company's employment.

Employees' compensated absences

-- The company accounts for compensated absences on the basis of unavailed leave balance of each employee at the end of the year.

2.5. FINANCIAL LIABILITIES

All financial liabilities are recognised initially at fair value plus directly attributable transaction costs, if any, and subsequently measured at amortised cost using effective interest rate method.

2.6. PROPERTY, PLANT AND EQUIPMENT OWNED

-- Operating assets are stated at cost less accumulated depreciation and impairment losses, if any, whereas capital work-in-progress is stated at cost.

Borrowing and other related costs specific to a project during its construction period are capitalised.

-- Depreciation is charged to income using the straight-line method whereby the cost of an operating asset is written off over its estimated useful life.

Depreciation on additions is charged from the month following the one in which the asset is available for use and on disposal upto the month the asset is in use.

The rates of depreciation are stated in note 11.

-- Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipments.

-- Maintenance and repairs are charged to income as and when incurred.

Major renewals and betterments are capitalised and the assets so replaced, if any, other than those kept as standby items are retired.

-- Gains and losses on disposal of assets are included in income currently.

-- The residual value, if not insignificant, is reassessed annually.

Leased

Leases of property, plant and equipment where the Company has substantially all the risks and rewards of ownership, are classified as finance lease.

Assets subject to finance lease are stated at the lower of present value of minimum lease payments under the lease agreement and the fair value of the assets acquired on lease.

Outstanding obligations under the lease less finance charges allocated to future periods are shown as a liability.

Value of leased assets is depreciated over the useful life of the asset using the straight line method.

Depreciation on leased assets is charged to income.

Finance charges under lease agreements are allocated to the periods during the lease term so as to produce a constant periodic rate of financial cost on the remaining balance of principal liability for each period.

2.7. INTANGIBLE ASSETS

Costs that are directly associated with identifiable software products controlled by the company and have probable economic benefit beyond one year are recognised as intangible assets.

Intangible assets are stated at cost less accumulated amortisation and impairment losses, if any.

Intangible assets are amortised on a straight line basis over their estimated useful lives.

Costs associated with maintaining computer software products are recognised as an expense as incurred.

2.8. INVESTMENTS

Subsidiaries and joint venture companies

Investments in subsidiary and joint venture companies are stated at cost less provision for impairment, if any.

Held-to-maturity investments

Investments with a fixed maturity that the Company has the intent and ability to hold to maturity are classified as held-to-maturity investments.

Held-to-maturity investments are carried at amortised cost using the effective interest rate method.

Financial assets at fair value through profit or loss

Investments are designated as 'financial assets at fair value through profit or loss' by the Company either at initial recognition or as per transitional provisions of International Accounting Standard 39, Financial Instruments: Recognition and Measurement.

Surplus/ deficit arising from re-measurement is taken to profit and loss account.

Investments are treated as current assets where the intention is to hold these for less than twelve months from the balance sheet date.

Otherwise investments are treated as long term assets.

2.9. STORES, SPARES AND LOOSE TOOLS

Stores, spares and loose tools are valued at weighted average cost except for items in transit which are stated at cost.

A provision is made for any excess book value over estimated realisable value of items identified as surplus to the Company's requirements.

Adequate provision is also made for slow moving items.

2.10. STOCK-IN-TRADE

Stock-in-trade is valued at the lower of cost and net realisable value. Cost is determined using weighted average method except for raw material in transit which are stated at cost.

Cost includes applicable purchase cost and manufacturing expenses.

The cost of work in process includes material and proportionate conversion costs.

Net realisable value is the estimated selling price in the ordinary course of business less the costs of completion and selling expenses.

2.11. TRADE AND OTHER RECEIVABLES

Trade and other receivables are recognised initially at fair value plus directly attributable transaction costs, if any, and subsequently measured at amortised cost using effective interest rate method less provision for impairment, if any.

A provision for impairment of trade and other receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables.

2.12. CASH AND CASH EQUIVALENTS

Cash and cash equivalents are carried in the balance sheet at cost.

For the purposes of cash flow statements, cash and cash equivalents comprise cash in hand, balance with banks and short term placements readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

Cash and cash equivalents also include bank overdrafts / short term borrowings that are repayable on demand and form an integral part of the Company's cash management.

2.13. PROVISIONS

Provisions are recognised in the balance sheet when the company has a legal or constructive obligation as a result of past events and it is probable that outflow of economic benefits will be required to settle the obligation and a reliable estimate of the amount can be made.

However, provisions are reviewed at each balance sheet date and adjusted to reflect current best estimate.

2.14. FOREIGN CURRENCY TRANSLATION

Transactions in the foreign currencies are accounted for in Pak Rupees at the exchange rates prevailing at the date of the transactions.

Monetary assets and liabilities in foreign currencies are translated into Pak Rupees at rates of exchange prevailing at the balance sheet date.

Foreign exchange differences are recognised in the profit and loss account.

2.15. OFFSETTING OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

Financial assets and financial liabilities are offset and the net amount is reported in the financial statements only when the Company has a legally enforceable right to offset the recognised amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

2.16. REVENUE RECOGNITION

-- Sales are recognised when product is despatched to customers.

-- Income on deposits and other financial assets is recognised on accrual basis.

-- Dividend income is recognised when the Company's right to receive the payment has been established.

2.17. DERIVATIVE FINANCIAL INSTRUMENTS

Derivatives that do not qualify for hedge accounting are recognised in the balance sheet at fair value with corresponding effect to profit and loss.

Derivative financial instruments are carried as assets when fair value is positive and liabilities when fair value is negative.

2.18. TRANSACTIONS WITH RELATED PARTIES

Sales, purchases and other transactions with related parties are carried out on commercial terms and conditions.

2.19. IMPAIRMENT LOSSES

The carrying amount of the company's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment loss.

If such indications exist, the assets recoverable amount is estimated in order to determine the extent of the impairment loss, if any.

Impairment loss is recognised as expense in the profit and loss account.

2.20. RESEARCH AND DEVELOPMENT COSTS

Research and development costs are charged to income as and when incurred.

2.21. DIVIDEND DISTRIBUTION

Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the period / year in which the dividends are approved.
3. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL
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      2005       2004                                    2005              2004
        (Numbers)                                              (Rupees in '000)
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40,352,000 40,352,000        Ordinary shares of       403,520           403,520
                             Rs 10 each fully paid
                             in cash
    112,588,079112,588,079   Ordinary shares of     1,125,880         1,125,880
                             Rs 10 each issued
                             as fully paid
                             bonus shares
    152,940,079152,940,079                          1,529,400         1,529,400
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4. REDEEMABLE CAPITAL
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Secured (Non-participatory)
Long term finance utilised under
mark-up arrangement
                                                     Instalments
                                   Number           Commencing from        2005          2004
                                                                      (Rupees)
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National Bank of Pakistan (1)    2 half yearly December 15, 2006        400,000       400,000
National Bank of Pakistan (2)    8 half yearly June 17, 2004            175,000       262,500
United Bank Limited              5 half yearly      September 30, 2006  920,000       920,000
MCB Bank Limited (1)             5 half yearly      September 30, 2006  680,000       680,000
Standard Chartered Bank          5 half yearly      September 30, 2006  400,000       400,000
National Bank of Pakistan (3)    8 quarterly November                    1,2009       600,000
MCB Bank Limited (2)             8 quarterly            March 12, 2010  400,000             -
                                                                      3,575,000     2,662,500
Term Finance Certificates (TFCs)
2nd Tranche                                                                   -       999,000
                                                                      3,575,000     3,661,500
Less: Current portion shown under current liabilities                   687,500     1,086,500
                                                                      2,887,500     2,575,000
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4.1. The long term finance carry mark-up ranging between 1.0% - 1.05% (2004:1.0% -1.05%) over six months Government Treasury Bills, except for National Bank of Pakistan (3) and MCB Bank Limited (2) on which markup is 1.3% over three month Karachi Interbank Offered Rate (KIBOR).

4.2. During the year, the Company redeemed 2nd Tranche of Term Finance Certificates amounting to Rs 1 billion (amount of Rs 999,000 outstanding at December 31, 2004) by exercising the call option for early redemption.

4.3. The above finances are secured by an equitable mortgage upon the immovable property and floating charge over current and future fixed assets of the company.

4.4. In view of the substance of the transactions, the sale and repurchase of assets under long term finance have not been recorded in these financial statements.

4.5. The company has entered into an interest rate swap agreement with Citibank Pakistan to manage its interest rate exposure on floating rate borrowing for a notional amount of Rs one billion, amortising up to September 2008.

Under swap arrangement, the Company would receive average of last three cut-off yields of six months Government Treasury Bills from Citibank on notional amount and pay fixed 5.47% which will be settled semi-annually.

The company has the option of unwinding whole or part of the swap transaction at any semi-annual settlement date with prior notice to the bank.

4.6. As interest rates were peaking during the year, the Company entered into a matching swap with United Bank Limited, effective from March 2006 to perfectly offset the earlier swap of Citibank.

Under this arrangement, the company will pay average of last three cut-off yields of six months Government Treasury Bills on notional amount of Rs one billion and receive fixed at 9.5% which will be settled semi-annually.

The fair value of above swap is Rs 65,117 (note 14).
5. LIABILITY AGAINST ASSET SUBJECT TO FINANCE LEASE

5.1. The company has entered into a lease agreement with a financial institution for lease of a vehicle.

The liability under this agreement is payable by the year 2007 and is subject to finance charges @ 6% per annum used as the discount factor.

The company intends to exercise its option to purchase the leased vehicle for Rs 50 upon completion of the lease period.

5.2. The amount of future payments for the finance leases and the periods in which these payments will become due are as follows:
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                                                              2005         2004
                                                                       (Rupees)
                                                                           Year
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      2005                                                       -        2,417
      2006                                                   2,400        2,400
      2007                                                   2,400        2,400
                                                             4,800        7,217
      Less: Finance charges not due                            285          617
                                                             4,515        6,600
      Less: Current portion shown under current liabilities               2,226
      2,085
                                                             2,289        4,515
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6. DEFERRED TAXATION
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                                                              2005         2004
                                                           (Rupees in thousand)
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CREDIT / (DEBIT) BALANCES ARISING ON ACCOUNT OF:
Accelerated depreciation allowance                       1,036,297    1,026,353
Provision for - retirement benefits                       (22,132)     (31,845)
Slow moving stores and spares/ doubtful receivables        (6,058)     (23,176)
Others                                                     (4,930)      (5,037)
                                                         1,003,177      966,295
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7. RETIREMENT AND OTHER SERVICE BENEFITS
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                                                              2005         2004
                                            Notes          (Rupees in thousand)
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RETIREMENT BENEFITS:
Opening balance                                             19,960      177,475
Expense recognised - net                     7.3           (4,297)       52,762
Contributions made                                        (11,718)    (210,277)
Closing balance                                              3,945       19,960
LESS: PAYABLE TO / (RECEIVABLE FROM) GRATUITY FUNDS:
                                          9 & 19               450      (5,520)
                                                             3,495       25,480
Other service benefit plan                                  59,739       65,505
Less: Current portion shown under current liabilities       20,230       22,471
                                                            39,509       43,034
                                                            43,004       68,514
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7.1. THE AMOUNTS RECOGNISED IN THE BALANCE SHEET ARE AS FOLLOWS
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                                            Defined     Defined         Defined
                                            Benefit      Benefit        Benefit
                                     Pension Plan Gratuity Plans     Separation
                                             Funded       Funded  Gratuity Plan
                                        (Curtailed)                   Un-funded
                                                         (Rupees)
===============================================================================
Present value of funded obligations         358,066      180,341              -
Fair value of plan assets                 (401,942)    (203,855)              -
Deficit / (Surplus)                        (43,876)     (23,514)              -
Present value of unfunded
obligations                                       -            -          3,495
Unrecognised actuarial gain                 43,876*       23,964              -
Net liability at the end of the year              -          450          3,495
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* The actuarial gain on defined benefit plan (curtailed) will be recognised once the certainty of recovery is established.

7.2. MOVEMENTS IN NET LIABILITY RECOGNISED
===============================================================================
                                            Defined     Defined         Defined
                                            Benefit      Benefit        Benefit
                                      Pension PlanGratuity Plans     Separation
                                             Funded       Funded  Gratuity Plan
                                        (Curtailed)                   Un-funded
                                                         (Rupees)
===============================================================================
NET LIABILITY AT THE BEGINNING:
of the year                                     -         (5,520)        25,480
Expense recognised                          5,661          12,027         2,764
Reversals made                                  -               -      (24,749)
                                            5,661          12,027      (21,985)
Contributions made                        (5,661)         (6,057)             -
Net liability at the end of the year            -             450         3,495
===============================================================================
7.3. The following amounts have been charged in the profit and loss account in respect of retirement benefit schemes.
===============================================================================
                                                              2005         2004

      Defined benefit plans                                (Rupees in thousand)
===============================================================================
      Current service cost                                  27,641       38,146
      Interest cost                                         44,691       52,649
      Reversal made                                       (24,749)            -
      Expected return on plan assets                      (52,297)     (38,237)
      Net actuarial gain recognised in current year            417          204
                                                           (4,297)       52,762
      Defined contribution plan                             43,720       26,551
===============================================================================
7.4. Actual returns on funded plan assets during 2004 were Rs 140,120.

7.5. PRINCIPAL ACTUARIAL ASSUMPTIONS

Projected unit credit method, based on the following significant assumptions, was used for valuation of the schemes mentioned above:

-- discount rate at 9% p.a;

-- expected long term rate of increase in salaries for employees at 9% per annum in case of Non management employees long range rate is 8% whereas for the first three years the increase has been assumed at 13%;

-- expected post retirement pension increase rate at 5% per annum; and

-- expected long term rate of return on investment at 9% per annum.

7.6. During the year, the company has set up a Defined Contribution Pension Scheme known as Engro Chemical Pakistan Limited MPT Employees Defined Contribution Pension Fund (the Fund) for the benefit of management employees.

Employees joining the Company from July 1, 2005 will become members of the new Fund.

Members of the existing pension fund (a defined benefit plan) were given a one-time option, exercisable upto June 15, 2005 to join the new Fund effective from July 1, 2005.

The actuarially accrued liability in respect of past services of those members who have exercised this option has been transferred to the new Fund on the effective date.

The Fund has been approved under the provision of the Income Tax Ordinance, 2001, effective July 1, 2005.
8. SHORT TERM BORROWINGS - SECURED

The facility for short term running finance available from various banks amounts to Rs 2,400,000 (2004: Rs 2,400,000).

The rates of mark-up range from 5% to 10.59% (2004:1.4% to 9.5%) and the facilities are secured by floating charge upon all current and future moveable property of the Company.
9. TRADE AND OTHER PAYABLES
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                                                              2005         2004
                                              Notes        (Rupees in thousand)
===============================================================================
      Creditors                                           839,395*      296,915
      Accrued liabilities                                  327,537      281,531
      Payable to gratuity fund                 7               450            -
      Advances from customers                              655,883      582,654
      Financial charges accrued on secured
      - redeemable capital and long term loan               61,377       40,363
      - short term borrowings                               26,813        2,095
      Deposits from dealers refundable on
      termination of dealership                              7,486        6,957
      Contractors' deposits and retentions                  11,282        8,560
      Workers' profits participation fund    9.1             6,716        1,594
      Workers' welfare fund                                 27,297       16,121
      Other                                                  4,765            -
                                                         1,969,001    1 236 790
===============================================================================
* This includes payable of Rs 155,908 to Engro Eximp (Private) Limited.

9.1. WORKERS' PROFITS PARTICIPATION FUND
===============================================================================
                                                              2005         2004
                                             Notes         (Rupees in thousand)
===============================================================================
Balance at the beginning of the year                         1,594        4,607
Interest on funds utilised
 in the company's business                    27                82           30
Allocation for the year                       26           171,716      123,565
Less: Amount paid to the Trustees of the Fund              166,676      126,608
                                                             6,716        1,594
===============================================================================
10. CONTINGENCIES AND COMMITMENTS

Contingencies

10.1. Claims, including pending lawsuits, against the Company not acknowledged as debts amounted to Rs 48,911 (2004: Rs 45,412).

10.2. Corporate guarantee of Rs 153,850 (2004: Rs 143,682) have been issued to banks in favour of subsidiary companies.

10.3. The company is contesting the penalty of Rs 99,936 paid and expensed in 1997, imposed by the State Bank of Pakistan (SBP) for alleged late payment of foreign exchange risk cover fee on long term loans and has filed a suit in the High Court of Sindh.

A partial refund of Rs 62,618 was, however, recovered in 1999 from SBP and the recovery of the balance amount is dependent on Court's decision.

10.4. The Company had commenced two separate arbitration proceedings against the Government of Pakistan for non-payment of marketing incidentals relating to the years 1983-84 and 1985-86 respectively.

The sole arbitrator in the second case has awarded the company Rs 47,800 and it is hoped that the award for the earlier years will be announced shortly.

The award for the second arbitration has not been recognised due to inherent uncertainties arising from its challenge in the High Court.

Commitments
10.5. CAPITAL COMMITMENTS OUTSTANDING
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
Plant and machinery                                         25,104      111,425
===============================================================================
11. PROPERTY, PLANT AND EQUIPMENT
===================================================================================================================
                            Land            BuildingPlant and Catalyst Furniture     Vehicles      2005     2004
                                            Freehold Leasehold                         Freehold Leasehold Machinery
           Fixtures and      Own    Leased
                                                                    Equipment
                                                              (Rupees)
=====================================================================================================================
COST:
At January 1     12,820  187,396   503,973   271,9729,226,399 160,409 363,981  143,114   6,600  10,876,66 410,373,831
Additions             -        -    30,404     1,861  303,724  54,722  23,635   44,772      -     459,118     406,885
Disposals             -        -         -         - (13,993)       - (6,603) (17,444)      -    (38,040)    (64,461)
Transfers             -        -         -         -       -        -       -        -      -           -     160,409
At December 31   12,820  187,396   534,377   273,8339,516,130 215,131 381,013  170,442  6,6601  1,297,742  10,876,664
Depreciation
 At January 1         -   37,593   199,720    24,8443,744,153  88,134 215,387   84,743    330   4,394,904   3,822,381
Accumulated
 depreciation         -        -         -         -       -        -       -        -      -           -      48,233
Charge for the year   -    3,982    21,870     6,853 455,470   36,850  47,846   25,539  1,320     599,730     573,105
Disposals             -        -         -         -  (8,216)       - (6,151) (11,188)      -    (25,555)    (46,577)
Transfers             -        -         -         -       -        -       -        -      -           -     (2,238)
At December 31        -   41,575   221,590    31,6974,191,407 124,984 257,082   99,094  1,650   4,969,079   4,394,904
Net book value   12,820  145,821   312,787   242,1365,324,723  90.147 123,931   71,348  4,950   6,328,663   6,481,760
Annual rate of
depreciation %       - 2 to 3.33 2.5 to 10      2.5  5 to 10 20 to 33.33 10 to 25 12 to 20  20
Capital work-in-progress (note 11.4)                                                              511,395     614,570
Total                                                                                           6,840,058   7,096,330
=====================================================================================================================
11.1. DEPRECIATION AND AMORTISATION HAVE BEEN ALLOCATED AS FOLLOWS
===============================================================================
                                                              2005         2004
                                             Notes         (Rupees in thousand)
===============================================================================
Depreciation for the year                     11           599,730      573,105
Amortisation for the year                     12             9,449        9,206
                                                           609,179      582,311
Cost of sales                                 23           584,153      559,711
Selling and distribution expenses             24            25,026       22,600
                                                           609,179      582,311
===============================================================================
11.2. The Collector of Customs had disallowed exemption from custom duty and sales tax amounting to Rs 48,236 in prior years in respect of first catalyst and other items being part and parcel of the expansion plant on the contention that these items do not fall under the definition of "plant and machinery" which is exempt under the relevant SRO.

The company challenged the Department's contention through a constitutional petition in the High Court of Sindh which stayed the recovery of the amount claimed and in December 1994 decided the petition in favour of the company.

The Department filed an appeal in the Supreme Court.

During the year, the Supreme Court of Pakistan dismissed the appeal and upheld the Sindh High Court judgement in company's favour.

Payments totalling Rs 22,207 made to the Department during the pendency of the petition in the High Court of Sindh on their contention that the stay order had expired, are now refundable to the Company, for which an application has been filed with the Department and disclosed as receivable (note 19).

11.3. PARTICULARS OF DISPOSAL OF FIXED ASSETS
================================================================================================================
         Description and     Sold to                                Cost     Accumulated     Net book       Sale
         method of disposal                                                 depreciation        value   proceeds
                                                                                             (Rupees)
================================================================================================================
VEHICLES:
By Company policy            Mr Naveed A. Hashmi                     535             437           98        155
to existing/separating       Mr Irfan Nadeem Khan                    795             172          623        634
executives                   Mr Shahid A. Hakim                      849              71          778        774
                             Mr Majid Hasan                          555             435          120        160
                             Mr Salim Azhar                        1,169             565          604        615
                             Mr Azhar Iqbal Farooq                   879              80          799        801
                             Mr Pervez Ghias                       1,225           1,021          204        319
                             Mr Tahir Jawaid                         849             212          637        681
                             Mr Ahsan Zafar Syed                     795             145          650        674
                             Mr Mohammad Salim                       849             241          608        600
                             Mr Ahmad Abbas Mirza                    555             481           74        162
                             Mr Inamullah Naveed Khan                849             269          580        610
Insurance claim              New Hampshire Insurance
                             Company                                 555             111          444        495
                                                                  10,459           4,240        6,219      6,680
Items having book value up to Rs 50                                6,985           6,948           37      1,102
                                                                  17,444          11,188        6,256      7,782
Furniture, fixtures & equipment and Plant & machinery
By Auction           Al Noor Trading Corporation                  13,931           8,184        5,747      1,624
                                                                  13,931           8,184        5,747      1,624
Items having book value up to Rs 50                                6,665           6,183          482      1,617
                                                                  20,596          14,367        6,229      3,241
                                                                  38,040          25,555       12,485     11,023
================================================================================================================
11.4. CAPITAL WORK-IN-PROGRESS
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
Plant and machinery                                        361,150      463,992
Building and civil works                                    96,184      109,536
Furniture, fixtures and equipment                           47,595       24,985
Advances to suppliers                                        6,466       16,057
                                                           511,395      614,570
===============================================================================
12. INTANGIBLE ASSETS
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
COST:
At 1st January                                              64,431       62,213
Additions                                                   21,129        2,218
At 31st December                                            85,560       64,431
AMORTISATION:
At 1st January                                              54,493       45,287
Charge for the year                                           9,449       9,206
At 31st December                                            63,942       54,493
Net book value at December 31                               21,618        9,938
===============================================================================
13. LONG TERM INVESTMENTS
===============================================================================
                                                              2005         2004
                                           Notes           (Rupees in thousand)
===============================================================================
UNQUOTED:
Subsidiary companies - at cost              13.1           832,757       84,557
Joint venture companies - at cost           13.2         1,340,000    1,340,000
OTHER ASSOCIATED COMPANY:
Arabian Sea Country Club Limited
500,000 Ordinary shares of Rs 10 each                        5,000        5,000
Less: Provision for diminution
 in value of investment                                      5,000        5,000
                                                         2,172,757    1,424,557
===============================================================================
13.1. SUBSIDIARY COMPANIES
========================================================================================================
Name of the Company                                Equity      Investment         Equity      Investment
and description of interest                        % held          at cost             -          % held
                                                                                                at cost-
                                                                     2005                           2004
                                            Note                 (Rupees)                       (Rupees)
========================================================================================================
Engro Eximp (Private) Limited
10,000 Ordinary shares of Rs 10 each                  100             100            100             100
Engro Management Services (Private) Limited
250,000 Ordinary shares of Rs 10 each                 100           2,500            100           2,500
Engro Foods (Private) Limited                13.1.1
15,000,000 Ordinary shares of Rs 10 each              100         150,000              -               -
Advance against issue of share capital                            598,200              -               -
Innovative Automation & Engineering (Private) Limited
1,020,000 Ordinary shares of Rs 10 each                51          81,957             51          81,957
                                                                  832,757                         84,557
========================================================================================================
13.1.1. 1During the year, the Company has incorporated a wholly owned subsidiary with the objective to undertake food business.

13.2. JOINT VENTURE COMPANIES
===================================================================================================
Name of the Company                             Equity    Investment         Equity      Investment
 and description of interest                    % held       at cost         % held         at cost

                                                                2005                           2004
                                                            (Rupees)                       (Rupees)
===================================================================================================
Engro Vopak Terminal Limited
45,000,000 Ordinary shares of Rs 10 each           50        450,000             50         450,000
Engro Asahi Polymer & Chemicals Limited
89,000,000 Ordinary shares of Rs 10 each           50        890,000             50         890,000
                                                           1,340,000                      1,340,000
===================================================================================================
13.3. Value of the above investments, based on the net assets of the investee companies as at December 31, 2005 was as follows:
===============================================================================
                                                              2005         2004
                                                                       (Rupees)
===============================================================================
Engro Eximp (Private) Limited                               85,649       15,802
Engro Management Services (Private) Limited                  2,371        2,388
Engro Foods (Private) Limited (including advance against
 equity amounting to Rs 598,200)                           731,975            -
Innovative Automation & Engineering (Private) Limited       55,423       55,269
Engro Vopak Terminal Limited                               457,951      509,186
Engro Asahi Polymer & Chemicals Limited                    999,214      980,319
Arabian Sea Country Club Limited (June 30, 2005)             4,193        2,946
===============================================================================
14. LONG TERM LOANS, ADVANCES AND OTHER RECEIVABLES
===============================================================================
                                                              2005         2004
                                             Notes         (Rupees in thousand)
===============================================================================
CONSIDERED GOOD:
Executives                                                  57,182       69,805
Other employees                                              6,372       34,516
                                                            63,554      104,321
Less: Instalments recoverable
 within twelve months                         18            31,029       52,393
Fair value of interest rate SWAP       4.5 & 4.6            65,117            -
Less: Current portion                         19            32,000            -
                                                            33,117            -
                                                            65,642       51,928
===============================================================================
14.1. Reconciliation of the carrying amount of loans and advances to Executives:
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
Balance at the beginning of the year                        69,805       92,670
Disbursements                                               39,112       15,556
Repayment                                                 (51,735)     (38,421)
Balance at the end of the year                              57,182       69,805
===============================================================================
14.2. This includes interest free services incentive loans to executives of Rs 43,464 (2004: Rs 43,366) repayable in equal monthly instalments over a three years period or in one lump sum at the end of such period and interest free loans given to workers of Rs 2,910 (2004: Rs 15,936) pursuant to Collective Labour Agreement.

It also includes advances of Rs 10,734 (2004: Rs 38,883) to employees for the purchase of Company's shares and these advances are repayable by 2006.

14.3. The maximum amount outstanding at the end of any month from the executives aggregated to Rs 78,955 (2004: Rs 114,751).
15. STORES, SPARES AND LOOSE TOOLS
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
Consumable stores                                           95,130       97,381
Spares                                                     584,822      543,476
Loose tools                                                  3,260        3,565
                                                           683,212      644,422
Less: Provision for surplus and slow moving items           17,310       57,134
                                                           665,902      587,288
===============================================================================
16. STOCK-IN-TRADE
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
Raw materials                                              810,712      241,424
Work-in-process                                              1,032        2,720
Finished goods - own manufactured product                  318,675      140,262
Purchased product                                          792,563      100,342
                                                         1,111,238      240,604
                                                         1,922,982      484,748
===============================================================================
17. TRADE DEBTS
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
Considered good                                            543,316      522,608
Considered doubtful                                          7,923        7,923
                                                           551,239      530,531
Less: Provision for doubtful debts                           7,923        7,923
                                                           543,316      522,608
===============================================================================
18. LOANS, ADVANCES, DEPOSITS AND PREPAYMENTS

Current portion of long term loans and advances to executives and other employees
===============================================================================
                                                              2005         2004
                                             Notes         (Rupees in thousand)
===============================================================================
Considered good                               13            31,029       52,393
Sub-ordinated loan to Engro Eximp (Private)
Limited                                     18.1           190,000      200,000
Advances and deposits                                       89,393       46,689
Margins against letters of credit                              185      135,519
Prepayments                                                 51,134       43,853
Less: Provision for doubtful receivables                       818          818
                                                           360,923      477,636
===============================================================================
18.1. The loan carries mark-up at rates not being lower than the mark-up payable by the Company for ordinary commercial finance of like maturities, presently at 9% per annum (2004: 5% per annum).

The loan is subordinated to the facilities provided to the subsidiary by its banking creditors and is repayable on demand, taking into account the financing requirements of the subsidiary.

Due to the nature of the transaction, the sale and repurchase of underlying assets has not been recorded in the financial statements.
19. OTHER RECEIVABLES
===============================================================================
                                                              2005         2004
                                           Notes           (Rupees in thousand)
===============================================================================
RECEIVABLE FROM GOVERNMENT FOR:
Custom duty and sales tax                   11.2            22,207       22,207
Others                                                      13,560       13,560
                                                            35,767       35,767
Accrued income on deposits
 / other financial assets                                    5,857       10,179
Receivable from gratuity funds                 7                 -        5,520
Sales tax refundable                                         6,609        1,744
Current portion of fair
 value of interest rate swap                  14            32,000            -
DUE FROM:
Subsidiary companies
Engro Eximp (Private) Limited                               10,450            -
Engro Foods (Private) Limited                                1,835            -
Innovative Automation & Engineering (Private) Ltd              432        5,108
Engro Management Services (Private) Limited                     15            -
JOINT VENTURES:
Engro Asahi Polymer & Chemicals Limited                      2,739          215
Engro Vopak Terminal Limited                              135,006*           41
Claims on foreigh suppliers                                  7,307        6,075
Less: Provision for doubtful receivables                       295          295
                                                             7,012        5,780
Others                                                         258          357
Less: Provision for doubtful receivables                        49           49
                                                               209          308
                                                           237,931       64,662
===============================================================================
* This includes dividend receivable of Rs 135,000.

19.1. The maximum amounts due from joint ventures / subsidiary companies at the end of any month during the year aggregated as follows:
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
SUBSIDIARY COMPANIES:
Engro Eximp (Private) Limited (advance against purchases)  779,330      779,994
Engro Foods (Private) Limited                               29,397            -
Innovative Automation & Engineering (Private) Limited          432        5,108
Engro Management Services (Private) Limited                     15          114
JOINT VENTURES:
Engro Asahi Polymer & Chemicals Limited                      4,472        1,933
Engro Vopak Terminal Limited                               135,006        1,669
===============================================================================
20. SHORT TERM INVESTMENTS

Financial assets at fair value through profit or loss Government of Pakistan Special US Dollar.
===============================================================================
                                                              2005         2004
                                           Notes           (Rupees in thousand)
===============================================================================
Bonds                                                            -      686,682
Certificates of investments                                      -       25,000
Certificates of deposits                    20.1            25,000       50,000
Fixed income / money market funds           20.2           113,016      102,541
                                                           138,016      864,223
===============================================================================
20.1. The investments carry a return @ 11% per annum.

20.2. These represents investments in open end mutual funds and are valued at their respective redemption / repurchase price.
21. CASH AND BANK BALANCES
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
WITH BANKS:
On deposit accounts                                        829,544    1,113,068
On current accounts                                        171,547      149,368
IN HAND:
Cheques / demand drafts                                    138,644      175,712
Cash                                                          2,750       3,000
===============================================================================
22. NET SALES
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
Own manufactured product                                10,693,873    9,502,588
Less: Sales tax                                            966,635    1,017,902
                                                         9,727,238    8,484,686
Purchased product                                        9,123,314    4,592,093
Less: Sales tax                                            574,275      279,117
                                                         8,549,039    4,312,976
Net Sales                                               18,276,277   12,797,662
===============================================================================
Sales are net of marketing allowances of Rs 72,967 (2004: Rs 60,314).
23. COST OF SALES
===============================================================================
                                                              2005         2004
                                           Note            (Rupees in thousand)
===============================================================================
Raw materials, consumed                                  3,025,095    2,287,659
Salaries, wages and staff welfare                          543,705      542,305
Fuel and power                                           1,655,614    1,460,233
Repairs and maintenance                                    283,577      236,462
Depreciation I amortisation                 11.1           584,153      559,711
Consumable stores                                           74,824       76,143
Staff recruitment, training, safety and other expenses      31,938       23,869
Purchased services                                         101,542       98,569
Travel                                                      22,862       21,245
Communication, stationery and other office expenses         28,971       29,368
Insurance                                                   51,343       53,756
Rent, rates and taxes                                         4,817       4,817
Other expenses                                              43,197       26,371
Manufacturing cost                                       6,451,638    5,420,508
Add: Opening stock of work-in-process                         2,720       9,668
Less: Closing stock of work-in-process                        1,032       2,720
                                                              1,688       6,948
Cost of goods manufactured                               6,453,326    5,427,456
Add: Opening stock of finished goods manufactured          140,262      156,342
Less: Closing stock of finished goods manufactured         318,675      140,262
                                                         (178,413)       16,080
Cost of goods sold - own manufactured product            6,274,913    5,443,536
Purchased product                                        8,089,375    4,084,679
                                                        14,364,288    9,528,215
===============================================================================


24. SELLING AND DISTRIBUTION EXPENSES
===============================================================================
                                                              2005         2004
                                           Note            (Rupees in thousand)
===============================================================================
Salaries, wages and staff welfare                          202,972      210,857
Staff recruitment, training, safety and other expenses      24,680       17,618
Product transportation and handling                        802,649      594,812
Repairs and maintenance                                     10,697       13,330
Advertising and sales promotion                             62,893       60,770
Rent, rates and taxes                                       38,563       30,287
Communication, stationery and other office expenses         20,447       26,485
Travel                                                      22,462       21,503
Depreciation / amortisation                 11.1            25,026       22,600
Purchased services                                          13,434       11,990
Other expenses                                              46,880       26,257
                                                         1,270,703    1,036,509
===============================================================================
25. OTHER INCOME
===============================================================================
                                                              2005         2004
                                           Notes           (Rupees in thousand)
===============================================================================
Dividend income                             25.1           963,600      491,021
Income on deposits / other financial assets                 59,172       45,242
Service charges                                             19,507        5,825
Fair Value of interest rate swap                            65,117            -
Reversal of resignation gratuity provision   7.2            24,749            -
Profit on disposal of fixed assets                               -       12,644
Net foreign exchange gain                   25.2              1,322       3,422
Others                                                      11,520            -
                                                         1,144,987      558,154
===============================================================================
25.1. DIVIDEND INCOME
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
SUBSIDIARY COMPANIES:
Engro Eximp (Private) Limited                               55,000      228,221
Innovative Automation & Engineering (Private) Limited        5,100       15,300
JOINT VENTURES:
Engro Vopak Terminal Limited                               270,000      247,500
Engro Asahi Polymer & Chemical Limited                     133,500            -
                                                           963,600      491,021
===============================================================================
25.2. NET FOREIGN EXCHANGE GAIN / (LOSS)
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
Foreign exchange gain on Government of Pakistan
Special US Dollar Bonds - Rs 1,908 (2004: Rs 23,822)
and foreign currency bank accounts                            1,223      23,922
Foreign exchange gain / (loss) on foreign currency loan          99    (20,500)
                                                              1,322       3,422
===============================================================================
26. OTHER OPERATING CHARGES
===============================================================================
                                                              2005         2004
                                            Note           (Rupees in thousand)
===============================================================================
Workers' profits participation fund          9.1           171,716      123,565
Workers' welfare fund                                       43,067       32,674
Research and development (including salaries and wages)     68,790       31,937
Loss on sale of fixed assets                                 1,462            -
AUDITORS' REMUNERATION:
 - statutory audit                                           1,000        1,000
 - fee for other       services                                603        1,025
 - reimbursement of expenses                                   129          247
                                                             1,732        2,272
LESS: SHOWN UNDER INTANGIBLE ASSETS / CAPITAL:
Work-in-progress                                             (315)        (820)
                                                             1,417        1,452
Professional tax                                               200          700
                                                           286,652      190,328
===============================================================================
27. FINANCIAL CHARGES
===============================================================================
                                                              2005         2004
                                            Note           (Rupees in thousand)
===============================================================================
Interest on workers' profits
 participation fund                          9.1                82           30
Mark-up / interest on - redeemable capital
 and long term loans                                       238,033      279,853
 - short term borrowings                                    40,676        2,745
Others                                                        1,279       3,083
                                                           280,070      285,711
===============================================================================
28. TAXATION
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
Current - for the year                                     863,587      586,906
Deferred                                                    36,882      117,572
                                                           900,469      704,478
===============================================================================
28.1. The income tax assessments of the company has been finalised up to and including the income year ended December 31, 2002.

For the income years 1995 and 1996 the assessments were set aside by Commissioner (Appeals) wiping off the additional tax demand of Rs 211,155.

The appeals in 1996 (later 6 months), 1997 and 1998 have been decided in favour of the company by appellate authorities.

However, in 1998 the Commissioner has rejected the company's appeal on the issue of incorporating correct turnover numbers in assessment.

The company is in appeal before the Income Tax Appellate Tribunal (ITAT) which the Company is confident of winning.

In 1999, 2000, 2001 and 2002 the Company has filed appeals before the Commissioner (Appeals) of which appeals in 2000 and 2001 has been decided in favour of the Company on most of the issues except on the issue of apportionment of the gross profit and selling and distribution expenses while appeals in 1999 and 2002 are pending.

In 2000 and 2001 the Company is filing appeals before the ITAT which it is confident of winning.

The company's management is confident that in view of the positive outcomes from the appeals process the issues will be ultimately decided in favour of the company and there would not be any additional tax liability relating to the prior years.

Therefore, no additional tax charge has been made in that respect during the year.

28.2. RELATIONSHIP BETWEEN TAX EXPENSE AND ACCOUNTING PROFIT

The tax on the company's profit before tax differs from the theoretical amount that would arise using the company's applicable tax rate as follows:
===============================================================================
                                                              2005         2004
                                                                       (Rupees)
===============================================================================
Profit before tax                                        3,219,551    2,315,053
Tax calculated at the rate of 35%                        1,126,843      810,269
Depreciation on exempt assets not deductible
 for tax purposes                                           33,599       34,495
Effect of applicability of lower tax rate/exemption
on certain income and other tax credits/debits           (259,973)    (142,286)
Tax under final regime                                           -        2,000
Tax charge for the year                                    900,469      704,478
===============================================================================
29. EARNINGS PER SHARE

There is no dilutive effect on the basic earnings per share of the Company, which is based on:
===============================================================================
                                                              2005         2004
===============================================================================
Profit after taxation (Rupees)                           2,319,082    1,160,575
Weighted average number of Ordinary shares (in thousand)   152,940      152,940
===============================================================================
30. REMUNERATION OF CHIEF EXECUTIVE, DIRECTORS AND EXECUTIVES

The aggregate amounts charged in the financial statements for remuneration, including all benefits, to chief executive, directors and executives of the Company are given below:
=====================================================================================
                                    2005                           2004
                                  Directors                      Directors
                           Chief      Others Executives    Chief    Others Executives
                       Executive                       Executive
                                                        (Rupees)
=====================================================================================
Managerial remuneration    9,688      3,909   363,106      7,688     4,581    335,337
Retirement benefit funds   1,065        231    36,739        548       373     22,554
Other benefits             2,559        257    17,273      1,592       666     19,281
Fees                           -        202         -         -         16          -
Total                     13,312      4,599   417,118      9,828     5,636    377,172
Number of persons,
 including those who
 worked part of the year       1          9       281         2          9        279
=====================================================================================
30.1. The company also makes contributions based on actuarial calculations to pension and gratuity funds and provides certain household items for use of some employees.

Cars are also provided for use of some employees and directors.

30.2. Technical advisory fees paid to one non-executive director (2004: one) during the year amounted to Rs 900 (2004: Rs 900).
31. CASH GENERATED FROM OPERATIONS
===============================================================================
                                                              2005         2004
                                           Note            (Rupees in thousand)
===============================================================================
Profit before taxation                                   3,219,551    2,315,053
ADJUSTMENT FOR NON-CASH
 CHARGES AND OTHER ITEMS:
Depreciation and amortisation                              609,179      582,311
Loss/(profit) on disposal of fixed assets                    1,462     (12,644)
Provision for retirement
 and other service benefits                                 39,423       97,380
Income on deposits/other financial assets                 (59,172)     (45,242)
Dividend income                                          (963,600)    (491,021)
Financial charges                                          280,070      306,211
Working capital changes                     31.1         (777,575)    (329,813)
                                                         2,349,338    2,422,235
===============================================================================
31.1. WORKING CAPITAL CHANGES
===============================================================================
                                                              2005         2004
                                                           (Rupees in thousand)
===============================================================================
(INCREASE)/DECREASE IN CURRENT ASSETS:
Stores, spares and loose tools                            (78,614)     (20,366)
Stock-in-trade                                         (1,438,234)     (99,166)
Trade debts                                               (20,708)      117,635
Loans, advances, deposits and prepayments                  116,713    (352,868)
Other receivables (net)                                   (42,761)        3,859
                                                       (1,463,604)    (350,906)
INCREASE/(DECREASE) IN CURRENT LIABILITIES:
Trade and other payables including
 other service benefits (net)                              686,029       21,093
                                                         (777,575)    (329,813)
===============================================================================
32. CASH AND CASH EQUIVALENTS
===============================================================================
                                                              2005         2004
                                             Notes         (Rupees in thousand)
===============================================================================
Cash and bank balances                        21         1,142,485    1,441,148
Short term investments                        20           138,016      864,223
                                                         1,280,501    2,305,371
===============================================================================
33. FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES

33.1. FINANCIAL ASSETS AND LIABILITIES
========================================================================================================================
    Effective interest/                             Interest/mark-up bearing                Non-Interest/mark-up bearing
                        mark-up rate  Maturity   Maturity   Maturity           Maturity    Maturity   Maturity
                                 (%)      upto from one to  more than    Total      upto from one to  more than    Total
                                     one year  five years five years          one year five years five years
                                                                      (Rupees)
========================================================================================================================
FINANCIAL ASSETS:
Loans and advances                 9   190,000         -          -    190,000    31,029    65,642           -    96,671
Trade debts                                  -         -          -          -   543,316         -           -   543,316
Other receivables                            -         -          -          -   163,540         -           -   163,540
Short term investments            11    25,000         -          -     25,000   113,016         -           -   113,016
Cash and bank balances        3 to 13  829,544         -          -    829,544   312,941         -           -   312,941
                                     1,044,544         -          - 1,044,544 1,163,842     65,642           - 1,229,484
Financial Liabilities
Redeemable capital       3.75 to 10.30 687,500 2,462,500    425,000 3,575,000         -          -           -         -
Liability against asset
subject to finance lease           6     2,226      2,289         -      4,515        -          -           -         -
Trade and other payables                     -         -          -          - 1,308,353         -           - 1,308,353
Unclaimed Dividends                          -         -          -          -    77,870         -           -    77,870
                                       689,726  2,464,789    425,000  3,579,515 1,386,223        -           - 1,386,223
========================================================================================================================
(a) Financial liabilities exposed to floating interest rate risk included above amount to Rs 3,575,000.

33.2. FINANCIAL RISK MANAGEMENT

Overall, risks arising from the Company's financial assets and liabilities are limited.

The company manages its exposure to financial risk in the following manner:

(a) Foreign exchange risk

This exists due to the Company's exposure resulting from outstanding import payments.

A foreign exchange risk management policy has been developed and approved by the Management Committee.

The policy allows the company to take currency exposure for limited periods within predefined limits and open exposure is rigorously monitored.

The company ensures that it has options available to exit or hedge any exposure, either through forward contracts or prepayments, etc.

(b) Interest / mark-up rate risk

The company has long term Rupee based loans at variable rates.

Variable rate loans have a prepayment option, which can be exercised upon any adverse movement.

Rates on short term loans are effectively fixed.

(c) Credit risk

The company is exposed to a concentration of credit risk on its trade debts amounting to Rs 543,316 by virtue of all its customers being agri-based businesses in Pakistan.

However, this risk is mitigated by applying individual credit limits and by securing the majority of trade debts against bank guarantees from reputable banks.

Concentration of credit risk on cash based financial assets is minimised by dealing with a variety of major banks.

(d) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding to an adequate amount of committed credit facilities and the ability to close out market positions due to the dynamic nature of the business.

The company's treasury aims at maintaining flexibility in funding by keeping committed credit lines available.

33.3. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

The carrying value of all financial assets and liabilities reflected in the financial statements approximate their fair values.
34. TRANSACTIONS WITH RELATED PARTIES

34.1. Related parties comprise subsidiaries, joint venture companies, other companies with common directors, retirement benefit funds, directors and key management personnel.

34.2. Details of transactions with related parties during the year, other than those which have been disclosed elsewhere in these financial statements, are as follows:
=========================================================================
                                                        2005         2004
                                                                 (Rupees)
=========================================================================
SUBSIDIARY COMPANIES:
Purchases and services                             7,871,594    3,790,158
Service rendered                                       1,311        1,242
ASSOCIATED COMPANIES:
Purchases and services                                71,289       76,582
Service rendered                                       5,865        3,481
Dividend paid                                        612,974      330,859
OTHERS:
Dividend paid                                         12,719       10,175
=========================================================================
34.3. Associated companies held 63,857,402 (2004: 41,357,402) Ordinary shares in the Company at year end.
35. DONATIONS

Donations include the following in which a director or his spouse is interested:
===========================================================================================
Interest in     Name and address of Donee           2005     2004
                          Donee                                                    (Rupees)
===========================================================================================
Mr Zaffar Ahmad Khan      Member          Patients Welfare Program
                                          Aga Khan University Hospital, Karachi 40       50
Spouse of Mr Parvez Ghias                 Member               Citizen's Education
                                          Development Foundation, Karachi       25       25
Mr Zaffar Ahmad Khan      Member          Oncology Unit Project,
                                          Aga Khan University Hospital,
                                          Karachi                            2,000    2,000
Mr Asad Umar              Member          Engro Community Welfare
                                          Foundation, Karachi                1,795        -
Mr Asad Umar              Member          Lahore University of Management
                                          Sciences, Lahore                     100      100
Spouse of Mr Asad Umar    Member          Book Group, Karachi                  195        -
                                                                             4,155    2,175
===========================================================================================
36. PRODUCTION CAPACITY
==================================================================
         Designed Annual                         Actual Production
                Capacity                          2005        2004
             Metric Tons                               Metric Tons
==================================================================
      Urea       850,000                        911,672    870,321
      NPK        100,000                        157,013    120,566
==================================================================
37. NON-ADJUSTING EVENT AFTER BALANCE SHEET DATE

The board of Directors in its meeting held on January 31, 2006 has proposed a final cash dividend of Rs 5 per share (2004: Rs 4 per share final cash dividend) for approval of the members at the Annual General Meeting to be held on March 30, 2006.

The financial statements for the year ended December 31, 2005 do not include the effect of the proposed cash dividends which will be accounted for in the financial statements for the year ending December 31, 2006.
38. DATE OF AUTHORISATION FOR ISSUE

These financial statements were authorised for issue on January 31, 2006 by the Board of Directors of the company.

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