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CO NAME ADDRESS

: ENGRO CHEMICAL PAKISTAN LTD :

Building : PNSC Building, 7th & 8 the Floors Street : Moulvi Tamizuddin Khan Road 5736 Karachi 7400 Pakistan

PO Box : Town : Post Code: Country :

Telephone: (92 21) 111 411 / 561 10 1060 (10 lines) Fax : (92 21) 561 0688

SENIOR COMPANY PERSONNEL Name 1. Nisar A. Memon 2. Zaffar A Kan 3. Pervaiz Ghias 4. Asad Umar 5. Pervaiz Kausar 6. S Naseem Ahamd 7. Raymond Chiu 8. Javed Akbar 9. Asif Qadir 10. Istagbal Mehdi 11. Shabbir Hashmi 12. Andalib Alavi Total Empoyees: 761 Position Chairman President Director/Vice President Director/Senior Vice President Fertilizer operations Director/President Business Development Director Director Director Director Director Director Company Secretary

PAYMENTS No complaints have been heard regarding payments from local suppliers or banks. This is a well established company operating since 1965. We consider it is acceptable to deal with subject for LARGE amounts, although it is normal accepted practice for international suppliers to deal on secured terms with Pakistani importers. Opinion on maximum credit: eight figure credits (PAK Rs) would not be considered unusual for this company Trade risk assessment: Normal

PRINCIPAL BANKERS Name : ABN AMRO BANK

Branch: Avari Tower


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Town

: Karachi

The company also has an account with the following banks: 1. 2. 3. 4. 5. 6. 7. 8. 9. Citibank NA, State Life Building Branch, Karachi Faysal Bank Ltd, Karachi Habib Bank Ltd, Karachi Muslim Commercial Bank Ltd, Karachi National Bank of Pakistan, Karachi Standard Chartered Bank, Karachi Standard Chartered Grindlays Bank, Chartered House Barnch, Karachi United Bank Ltd, Karachi Union Bank Ltd, Karachi

AUDITORS A.F. Off: Tel: Fax: Ferguson & Co., State Life Bldg No. 1-C I.I Chundrigar Road, P.O Box 4716, Karachi (92-21) 242-6711 to 242-6715 242-6682 to 242-6685 242-7938/241-5007

FINANCIAL INFORMATION Comparative figures of the companys annual accounts for the last three years ended on 31 December 2001 is given hereunder: AMOUNT IN MILLION OF PAK RUPPEES 31.12.2001 31.12.200 31.12.1999 Paid up capital Reserves & surplus Redeemable capital loans Long term Loans Deferred Liabilities Retirement and other services Benefits Current maturity of long Term loans Short term running finances Secured Trade creditors Other current liabilities TOTAL CPAITAL & LIABILITIES Operating fixed assets Capital work in progress Long term investment Long terms loan and advances Deferred costs Trade debts Cash & bank balances Other current assets TOTAL PROPERTIES AND ASSETS 1390.364 3849.523 2463.173 528.925 776.955 155.981 539.300 582.270 1042.235 1094.986 --------12423.712 ----------------6584.723 276.853 1340.000 151.988 59.689 424.045 937.412 2224.132 --------12423.712 --------1209.012 4009.589 2325.343 745.224 703.133 123.892 600.015 87.319 721.058 1038.125 --------11562.710 ----------------6367.857 531.366 1341.475 150.744 65.376 233.345 508.084 1995.711 --------11562.710 --------1209.012 3729.568 1760.118 1147.668 696.031 785.627 448.727 455.955 853.717 ---------11086.423 ------------------6690.387 78.810 1341.475 166.395 9.625 235.619 565.947 1654.027 ---------11086.423 ----------

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--------Sales Gross Profit Operating profit Other income Financial charges Other charges Pretax profit Taxation Net Profit Unappropriated profit B/F Transfer to general reserves Cash dividend Stock divided Unappropriated profit C/o to B/sheet Sales increase/(decrease) in Percentage Gross profit margin Operating profit margin Pretax profit margin Net profit margin Book value per 10-Rupees share Earning per 10-Rupees share Sales Turnover 8220.158 2741.965 1735.968 198.588 (645.795) (97.500) 1191.261 (127.201) 1064.060 3.997 (20.000) (1042.774) 5.283

--------8393.880 2933.879 1913.729 218.886 (683.525) (99.233) 1349.857 (223.528) 1126.329 5.328 (100.000) (846.308) (181.352) 3.977

---------8628.367 3364.338 1980.118 142.115 (574.490) (105.922) 1341.821 (294.239) 1047.582 3.152 (320.000) (725.406) 5.328

(2.07%) 33.36% 21.12% 14.49% 12.94% 37.69 7.65

(2.72%) 34.95% 22.80% 16.08% 13.42% 43.16 9.32

3.14% 38.99% 22.95% 15.55% 12.14% 40.85 8.66

:PAK Rs 8,628,367,000 1999 exact :PAK Rs 8,393,880,000 2000 exact :PAK Rs 8,220,158,000 2001 exact :PAK Rs 1,341,821,000 1999 exact :PAK Rs 1,349,857,000 2000 exact :PAK Rs 1,191,261,000 2001 exact

Pre Tax Profit

Subject worth worked out at PAK Rs 5,240,000,000. REDEEMABLE CAPITAL: Redeemable capital loans fro Pak Libya Holding Co. Pvt Ltd, ABN Amro Bank, NBP, MCB Habib Bank Ltd, United Bank Ltd and Crescent Investment Bank Ltd and long terms loans from International Finance Corporation, Washington, U.S.A., Commonwealth Development Corporation, UK, and NBP former NDFC) are secured by an equitable mortgage of immovable property; hypothecation of current and future movable property and a floating charge on all the business undertaking, goodwill of the company, its properties, assets and rights current and future. SHORT TERMS FINANCES: Short terms bank finances from carious banks are secured by Hypothecation and floating charge on all current and future movable property of the company. The aggregate limits of credit from commercial banks are Pkr 1.783 billion (2000: Pkr 1735 billion and 1999: Pkr 1.303 billion) TERM FINANCE CERTIFICATES (TFCs) The company has issued Term Finance Certificates worth Pkr 1.5 billion (Pkr 0.5 billion pn November 26/27, 2001 and Pkr 1 billion on July 04 05, 2002 with the aims to finance capital expenditure and investment program including two energy and gas project and modification in urea and amonnia plants as well as to improve the environmental performance.

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The company has offered Pkr 1.2 billion TFCs to the institutional investors and Pkr 0.3 billion to the general public. The public offer of Pkr times respectively. The TFCs carries a variable profit plan with minim of 11% and maximum of 15% , based on the auction results of the five years PIB Bonds. TFCs are traded on all the three stock exchanges of Pakistan. The TFCs are redeemable in five years repayable in semi annual instalments after a grace period of 36 months from the date of issue. The TFCs are secure by first pari passu floating charge over all present and future assets of the company; first pari passu equitable mortgage over urea plant at Dharki site and all fixed assets of the company thereon. The TFCs has been assigned a rating AA- (AA minus) by Paksitan Credit Rating Agency Ltd which denotes high credit quality. COMMENTS The companys sales and production was on the lower side. During the year under review, the company registered sales at Pkr 8.220 billion and gross profit at Pkr 2.741 billion reflection 2.07% and 6.54% decline respectively as compared to the preceding years figures. The gross margin worked out at 33.36% slightly lower than last years 34.95%. Engro Urea sales in 2001 were 795,000 toness, marginally lower compared to 8000,000 tonnes achieved last year. The sales volume included a limited quantity of 16,000 tons of purchased urea which was import and sold in the beginning of the year to meet the market demand. The company held its overall market share of 20%. The production of Engro Urea at 790,000 tonnes was down 2% from the preceding years output. The shortfall was due to equipment malfunction problems which were significantly smoothened towards the end of the year. In 2001, the industry demand of DAP fertilizers (phosphate) declined by 5% due to drought conditions and relatively high price of DAP. The company arranged DAP imports to promote balanced fertilization and sold 161,000 tonnes compared to 194,000 tonnes. The company completed its first year of entry into seeds business by marketing high quality hybrid seeds of corn, sunflower and sorghum and was able to achieve a modest market share of about 4%. During the period June December 2001, the company produced 31,000 tons NPK Fertilizer and sold 24,000 tons of it. The NPK business recorded a loss of Pkr 109 million. The plant is now operating in excess of 80% of its design capacity of 100,000 tons. During the year, the compnays net profit declined so the earnings per share declined in 2001 to Pkr 7.65 form Pkr 8.10 in 2000 but dividend improved to Pkr 7.50 per share from Pkr 7 per share in 2000. A number of factor contributed in the decline of profit the cost of GST absorption, loss of production and sales volume, high maintenance costs and start up losses of NPK and seeds operation. However, the company could trim selling and distribution expenses to Pkr 1,006 million from Pkr 1,091 million. Financial and other charges also stood down to Pkr 743 million from 783 million. Other income contributed Pkr 199 million, compared with Pkr 219 million the earlier year, The financial backbone of the balance sheet remained robust as evidenced by long term debt to equity ration and current ratio. DETAILS OF SEMI ANNUAL FINANCIAL STATEMENT: AMOUNT IN MIILION OF PAK RUPPES 30.06.2002 Paid up capital Reserves & surplus Redeemable capital loans Long terms loans 1390.364 3837.441 227.672 637.832

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Retirement and other services benefits Current maturity of long terms loans Short term running finances secured Other current liabilities TOTAL CAPTIAL & LIABILITIES

128.698 485.941 1209.330 1187.712 --------11813.272 ----------------6710.726 249.597 1341.475 150.441 81.207 790.788 149.500 276.312 2063.226 --------11813.272

Operating fixed assets Capital work in progress Long term investment Long term loans and advances Deferred costs Inventories Trade debts Cash & bank balances Other current assets TOTAL PROPERTIES AND ASSETS PROFIT AND LOSS ACCOUNT: Sales Gross profit Operating profit Other Income Financial charges Other charges Pretax profit Taxation Net Profit 30.06.2002 2522.785 865.921 536.166 126.422 (325.928) (16.885) 319.775 (32.498) 287.277

30.06.2001 2505.280 843.234 414.839 55.125 (370.254) (4.986) 94.724 (21.918) 72.806

The companys profit in six months up to June 30, 2002, amounted to Pkr 287.277 Million on sales of Pkr 2522.785 million as compared to Pkr 72.806 million on sales of Pkr 2505.280 million of sames period a year ago. The company declared a cash interim dividend of 20 per cent. THIRD QUARTER/NINE MONTHS REPORT AS OF SEPTEMBER 30, 2002. The company has released its third quarter/nine months results on October 22, 2002 showing its third quarter sales at Pkr 3.1 billion with profit after tax at Pkr 439.941 million as compared to sales of Pkr 2.360 million and profit of Pkr 419.292 million in the similar period of last year. The company also reported that the its cumulative sales for the nine months ended on September 30, 2002 has jumped by 35.8% to Pkr 6.634 billion from Pkr 4.883 million and profit after tax increased by 20.79% to Pkr 853.622 million from Pkr 706.569 million in the corresponding period of last year. The total sales volume of the company increased by 12% to 579,000 tonnes in the nine months compared to the corresponding period a year ago. Higher sales, reduced NPK fertilizer losses and higher dividend income from a joint venture accounted for the improved profit. Based on these results, the board of directors have declared a second interim dividend of Pkr 2 per share making total dividend payouts to date to Pkr 4 per share.

LEAGAL STATUS AND HISTORY Date Started : 29 September 1965


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History: Incorporated on 29 September 1965 under Companies Ordinance 1984 (formerly Companies Act 1913) in the name of Esso Pakistan Fertilizer Co. Ltd as subsidiary of Esso Group of USA ( presently known Exxon Corporation). Offered shares of PAK Rs 7.2 million for public subscription, PAK Rs 1.8 million on NIT Ltd and 4 million to Finance. The company changed its name to Exxon Chemicals Pakistan Ltd on 8 August 1978 and to Engro Chemicals Pakistan ltd in August, 1991 after the parent company, Exxon Corporation of USA (holding 75% interest) disinvested its holding in June 1991, to employees group, nation and international financial institutions including mutual funds. Its present major shareholders are Employees Trust, International Finance Corp, USA Commonwealth Development Corp, UK; Asia Finance & Investment Corp. Other local shareholders are National Development Finance Corp (merged into Nation al Bank of Pakistan; Pakistan Kuwait Investment Co. Ltd and general public. Paid up capital of PAK Rs 374 million in 1993 was increased to PAK Rs 584.064 million in 1995 by issue stock dividend and right issue of 1994 95 to PAK Rs 700.877 million in 1996 by issue of 20% stock dividend to PAK Rs 876.096 million in 1997 by issue of 25% stock dividend; 1007.610 million in 1998 by 15% sockt dividend in 1997 and to PAK Rs 1.209 billion in 1999 by 20% stock dividend of 1998. C.R. No. :1879 Authorised Capital: PAK Rs 2,000,000,000 divided into 200,000,000 shares of PAK Rs 10 Paid up Capital : PAK Rs 1,390,000,000

Public Limited Liability Company with the following directors and shareholders: Directors 1. Nisar A Memon 2. Zaffar A Khan 3. Pervaiz Chias 4. Asad Umar 5. Pervaiz Kausar 6. S Naseem Ahmad 7. Raymond Chiu 8. Javed Akbar 9. Asif Qadir 10. Istaqbal Mehdi 11. Shabbir Hashmi Shareholders 1. 2. 3. 4. 5. Individuals Financial Institutions Joint stock companies Insurance companies Cooperative society, trade associates, Securities & Exchange Commission of Pakistan and others. 6. Investment companies 7. Modarabas funds companies Percentage 30.43% 29.16% 24.25% 10.16% 5.61% 0.29% 0.10%

the major share holders of the company are its employees, annuitants and ECPL Employees Trust; CDC Group Plc, International Finance Ltd. Other shareholders are local and foreign institutions and individuals. The shares of the company are traded on all the three stock exchanges of Pakistan.

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The company has filed a lawsuit against certain Dawood Group companies is pending decision in the High Court of Sindh. Dawood Group of companies managed to acquire majority stakes of the company which is according to the companys management is in violation of provisions of law. Personal Profiles: Zaffar A Kahn. He graduated as a mechanical engineer in 1967 and joined the subject in the same year. His career progressed through all the major divisions of the company. Pervaiz Ghias. He is a qualified chartered accountant, joined the Engro Chemicals Pakistan Ltd in 1980. He has worked in human resources and finance department and now responsible for finance and accounting; administration services and legal functions. Asad Umar. He is a qualified engineer from U.E.T., Lahore.

Shabbir Hashmi Represents Commonwealth Development Corporation, UK Affiliated companies of Engro Chemicals Pakistan Ltd: JOINT VENTURES/AFFLILATES: The ECPL is a major fertilizer company of Pakistan and in recent years has taken step to diversify its business into petro-chemical in joint venture with Mitsubishi Corporation of Japan (the largest producer of Chlor alkali in Asia with strong presence in EDC, VCM and PVC business. 1. Engro Vopak Terminal Ltd. Incorporated on 07.11.1995. It is a 50:50 joint venture between Engro Chemical Pakistan ltd and Paktank Asia Pacific Ltd. (A subsidiary of Dutch Royal Rakhoed N.V, of Netherlands). The EPT has completed an integrated bulk liquid chemical terminal cum jetty and storage tank-farm at Port Qasim, in October 1997 at the cost of US 65 million on build, operate and transfer basis (BOT basis). Commenced commercial operation on 25-11-1997. The company provided a complete solution for the handling and storage of liquefied petroleum gas. Paid up capital Pkr 9000 million. 50% equity of the company is held by Engro Chemicals Pakistan ltd. The company has acquired 100 acres land at Port Qasim. In the first phase, it has constructed terminal/jetty on 15 acres of land. The jetty will handle two million tons liquid chemicals. The EVTL has signed a 15 years user agreement with Engro Asahi Polymer and Chemicals Ltd; ICI Pakistan; Crescent Industrial Chemicals Ltd and an upcoming polypropylene plant to proved handling and storage facilities for imported bulk chemical raw material. The company has completed and commissioned specilized storage tanks for handling liquefied petroleum gas and VCM (vinly chloride monomeny) in the fourth quarter of 1999 at an estimated cost of us 16.5 million. VCM and CAN facilities has already been put into service. The LPG storage facility started in December 2001 to handle imported PLG after remaining idle for 20 months. The company is now negotiating to establish import of Monethylene Glyco through the EVTL terminal. This would b the seventh product on EVTLs slate. EVTLs revenue generated by handling bulk chemicals increased by 20% in 2001. The after tax profit of EVTL was Pkr 297 million fo r the year 2001, versus Pkr 206 million in year 2000. EVTL declared a dividend of 25% for the year 2001 versus 10% in 2000. Engros share of the dividend payout amounts to Pkr 112.5 million. 2. Engro Asahi Polymer and Chemical Ltd Port Qasim, Karachi. President and Chief executive from june 2001. Mr Asif Qadir. He is a chemical engineer from Columbia University, New York. Incorporated in October 1997. Set up the first in Pakistan world class 100,000 tons a year PVC Resin plant at Port Qasim on plot of land measuring 30 acres in joint venture with Asahi Glass Co Ltd, Japan and Mitsubishi Corporation of Japan. According to the joint venture agreement signed on 10.10.1996, the Engro Chemical, Asahi and Mitsubishi subscribed 50%, 30% and 20% respectively,
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in the equity stake of the company. The plant was completed at a cost of US $73.5 million well below the budgeted cost of US $83 million and commenced production in November 1999, six weeks ahead of planned schedule. The plant achieved 69% capacity utilization from 65% in 2000. The Engro Chemical has contributed Pkr 890 million as its 50% share in the equity.

The vinyl chloride monomeny (VCM) is the principal raw material for manufacturing PVC is imported and utilized the facilities of Engro Vopak Terminal Ltd. The company commenced marketing activities ahead of the plant start up by selling imported PVC. Present consumption of PVC in Pakistan is accounted 70,000 tons with an average growth rate of 8% per annum. The government has assured the company to maintain a minimum 20% import duty tariff differential between VCM and PVC. During the financial year 2001, the EAPCL incurred a loss of PAK Rs 181 million which is signigicantly lower than previous years loss of PAK Rsr 342 million. The company production increased to 69,000 tons from 65,000 tons in 2000 and domestic sales increased by almost 60% to 58,000 tons from 36,500 tons in 2000. Export were curtailted to 12,400 tons primarily due to the low margins available in the international market. The company also obtained ISO 14001 certification making its one of the few companies in Pakistan to achieve this distinction. 3. POLYPROPYELEN RESIN PROJECT: ECPL has completed a feasibility study to set up a 100,000 ton per year PP resin manufacturing project at a cost of US$90 million which would be located at Port Qasim, Karachi. The regional economic turmoil has slowed down the development of the proposed project. 4. PVC PIPES AND FITTING PROJECT: The Engro Chemical board of directors has approved an investment of US 6 million in a PVC pipes and fitting project. The company plan to set up the proposed pant at Engros site in Port Qasim, to produce 3500 tons pvc popes and fittings. The project has been put on hold in view of the unfavourable business environment. 6. Arabian Sea Country Club Ltd (unquoted). The company holds equity of PAK Rs 5,00,000 (500,000 shares of PAK Rs 100 each). diminution in value investment amounted PAK Rs 5,000,000. Break up value NIL. Provision for

ACTIVITIES The company is involved in the following activities: Manufacturing, purchasing and marketing of urea and NPK fertilizers. In addition, the company has diversified its business portfolio by investing in joint venture companies engage in chemical related businesses and looking other business opportunities. The company entered into the seeds business in the 2001 by marketing achieve 4% market share. Plant at Daharki Distt. Sukkur-65020 Sindh has a capacity of 850,000 metric tons raised from 750,000 metric tons in October, 1998 at a cost of PAK Rs 72 million. ECPL Started production in December, 1968 with initial capacity of 173 000 metric tons a year. In 1978 plant capacity was debottlenecked which raised capacity to 268,000 metric tons a year. Capacity expanded to 600,000 tons on 01.10.1993 at a cost of US $130 million, to 750,000 tons in
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May 1995 at a cost of US $22.6 million (PAK Rs 770 million) and to 850,000 metric tons in November 1998 at a cost of PAK Rs 72 million (under financial assistance of US $11 million from CDC and US$15 million funded by Islamic Investment Company of Gulf, Bahrain through Pakistan Kuwait Investment Co Ltd, Karachi arranged by ABN Amro Bank under agreement signed on 18 August 1997. By adding Ammonia plant with a capacity of 1350 tons per day has made it the largest Ammonia plant in Pakistan. The ammonia expansion project has made significant spare capacity of ammonia which at a modest cost can be converted into additional urea production of 400,000 per annum. NPK Fertilizer Plant: In April 2001, the company completed installation of a 100,000 metric tons capacity NPK fertilizer plant at Port Qasim at a cost 10 million US dollars which commissioned commercial production in June-2001. MARKET SHARE: Engro Urea Seed Business: EXPANSION OF UREA PLANT: ECPL has completed basic design for urea capacity expansion to 1.2 million metric tons. As a first step debottlenecks of the plant to raise capacity to 950,000 tons a year will be carried out by the year 2002. The company is pursuing its request to the government for supply of additional gas to fully utilize the potential to debottleneck the existing plant capacity to 1.2 million tons per year. ISO CERTIFICATION: The companys Daharki manufacturing site obtained ISO certification in 2001. Imports from USA, UK, Japan and European countries UREA PLANT PRODUCTION CAPACITY: Capacity (in metric tons) Production (in metric tons) Production efficiency Sold Engro Urea Sold imported/purchased Urea Sold purchased Phosphatic/Potassic Total sale of fertilizers in Metric tons Market share NPK PLANT PRODUCTION CAPACITY: Capacity (in metric tons) Production (in metric tons) Production efficiency 100,000 31,169 31.17% 2001 850,000 790,119 90.95% 795,000 161,000 984,000 20% 2000 850,000 807,646 95.02% 800,000 194,000 1023,000 20% 1999 850,000 807,420 94.99% 806,000 46,000 218,000 1070,000 21% 20% (2000: 20% 1999:21%) 4% (200:Nil)

FACILITIES

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Rented office measuring 15,000 square feet in a multi-storey office plaza located at the heading address. A factory is at Daharki Distt. Sukkur-65020 Sindh over an area of 500 acre of land. acres are occupied by employees housing colony. Total areas 600 acres. Another 100

GENERAL INFORAMTION Shaukay Raza Mirza Chairman of the board of directors died on July 26, 2001. He began his carrer with Exxon Chemicals Pakistan in 1962. Later he was appointed as technical manager at Exxon Chemicals urea plant at Daharki near Sukkur. In 1979 he became president and general manager, Exxon Chemical Intl Supply Co, Hong Kong. In 1988 he was appointed president and chief executive of Exxon Chemical Pakistan ltd (now Engro Chemical Pakistan Ltd). He was selected as a member of Commonwealth Business Council in April, 1998. Engro Chemical is the second largest urea producers in the country with production capacity of 850,000 tons a year and market share of 20% 2000: 20%) of the countrys total fertilizer market. Its major share holders are employees, the Employees Trust, International Finance Corporation, Commonwealth Development Corporation and Asian Finance & Investment Co. Ltd (an affiliate of Asian Development Bank). Other shareholders are financial institutions National Development Finance Corp )now merged with National Bank of Pakistan) Pak Kuwait Investment Co ltd and general public. The company made a sizeable investment of 250 million US dollars in urea business expansion and in joint ventures of Engro Vopak Terminal Ltd and Engro Asahi Polymer & Chemicals Ltd. In addition, the company has broadened its fertilizer product slate b setting a new plant at Port Qasim to produce 100,000 tons granulated NPK fertilizers with different crop specific grades and entered into marketing of hybrid and open pollinated seeds under the brand name of Bemisal. Recently, Engro has signed a memorandum of understanding with Oman Oil Company to build and operated a 850,000 tons a year ammonia urea complex in the Sultanate of Oman. The project is premised on utilizing Omani gas and Engros expertise to build and operate cost effective plant. The partners are targeting to complete its feasibility study by middle of 2003. Oman Oil Company, is commercial entrepreneur, 100% owned by government of Oman, created in 1992 to provide the government with a vehicle to pursue investment opportunities both inside and outside Oman. The company won the 8 Corporate Excellence Awards since the year 1998 given by the Management Association of Pakistan 1993. The company also won the 29 Safety Awards and 19 Stock Exchange 25-Top Companies Awards. The company holds this distinction of being the most frequent winner amongst all companies. END OF REPORT

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