35 th 35 th. Annual Report

Transcription

1 35 th 35 th Annual Report JUTE SPINNERS LTD. JUTE SPINNERS LIMITED

2 JUTE SPINNERS LTD. 35 th ANNUAL REPORT JUTE SPINNERS LIMITED

3 Annual Report JUTE SPINNERS LIMITED Head Office : House No. 67/A (New), Road No. 9A (New), Dhanmondi R/A, Dhaka-1209 Telephone : , jutespinnersltd@gmail.com Jute Spinners Limited REPORT AND ACCOUNTS CONTENTS PAGE NO. 1. Notice of 35th Annual General Meeting 3 2. Corporate Information 4 3. Speech of the Chairman Director's Report Five Years Statistics Audit Committee Report Value Added Statement Corporate Governance Compliance Status Report Auditor's Report Statement of Financial Position as at 30th June, Statement of Comprehensive Income for the year ended 30th June, Statement of Changes in Equity for the year ended 30th June, Statement of Cash Flow for the year ended 30th June, Accounting Policies and Explanatory Notes Schedule of Fixed Assets Form of Proxy 49

4 Jute Spinners Limited Annual Report JUTE SPINNERS LIMITED Head Office : House No. 67/A (New), Road No. 9A (New), Dhanmondi R/A, Dhaka-1209 Telephone : , jutespinnersltd@gmail.com Notice is hereby given that the Thirty Fifth Annual General Meeting of the Shareholders of JUTE SPINNERS LIMITED will be held at CIRDAP AUDITORIUM, 17 Topkhana Road, Dhaka-1000 on Saturday the 20th December, 2014 at a.m to transact the following business : 01. To confirm the proceedings of the Thirty Fourth Annual General Meeting of the company held on 14th December, To receive, consider and adopt the Audited Financial Statement for the year ended June 30, 2014 together with the reports of Auditors and Directors thereon. 03. To elect Directors. THIRTY FIFTH ANNUAL GENERAL MEETING NOTICE 04. To accord post facto approval of election of Chairman and Managing Director & CEO of the Company. 05. To appoint auditors for the year and to fix their remuneration. 06. To transact any other business of the Company with the permission of the Chair. By order of the Board Dated : October 28, 2014 A.T.M. Mostafa Company Secretary NOTES 1. The Registers of Members and the share Transfer book/cdbl transaction of the Company will remain closed on November 19, 2014 and no share transfer will be effected on the day. 2. A member entitled to attend and vote at the General Meeting may appoint a proxy to attend and vote on his/her behalf. The proxy form duly stamped must be deposited at the registered Office of the Company not later than 48 hours before the time fixed for the meeting. 03

5 Annual Report Jute Spinners Limited JUTE SPINNERS LIMITED Head Office : House No. 67/A (New), Road No. 9A (New), Dhanmondi R/A, Dhaka-1209 Telephone : , jutespinnersltd@gmail.com, Web: CORPORATE INFORMATION BOARD OF DIRECTORS Mr. Muhammad Shams-Ul Huda Mr. Muhammad Shams-Uz Zoha Mr. Muhammad Shams-Ul Kadir Mrs. Shahida Hossain Mr. Md. Harunur Rashid Chairman Managing Director & CEO Director Director Independent Director & Chairman of Audit Committee Chief Financial Officer Mr. Md. Tofazzal Hossain Bhuiyan Company Secretary Mr. A.T.M. Mostafa OTHER INFORMATION Bankers Janata Bank Ltd. Local Office 1, Dilkusha C/A, Dhaka-1000 Auditors HOWLADAR YUNUS & CO. CHARTERED ACCOUNTANTS House - 14 (4th floor) Road - 16A, Gulshan - 1 Dhaka Head Office House No. 67/A (New), Road No. 9A (New) Dhanmondi R/A, Dhaka-1209 Web: Factory BSCIC Industrial Estate Shiromoni, Khulna. 04

6 Jute Spinners Limited Annual Report RyU w úbvm wjwg UW JUTE SPINNERS LIMITED Head Office : House No. 67/A (New), Road No. 9A (New), Dhanmondi R/A, Dhaka-1209 Telephone : , , jutespinnersltd@gmail.com Pqvig vb Gi e³e wem&wgjøvwni ivn&gvwbi ivwng m vwbz kqvi nvìvie `, Avm&mvjvgy AvÕjvBKzg, AvR RyU w úbvm wjwg UW Gi cuqwîkzg evwl K mvavib mfv Avwg K ZÁZv I ïkwiqv Av`vq KiwQ H gnvb me kw³gvb Avjøvn& cv Ki whwb AvR Avgv K Avcbv `i gv S Dcw Z niqvi ZIwdK `vb K i Qb Avi kz e ÍZv m Z I Avcbviv AvR Ki evwl K mvavib mfvq Dcw Z n q Qb, mrb Avwg Avcbv `i mevb K AvšÍwiK gvevikev` Rvbvw Q AvR Ki GB mfvq Kv úvbxi A_ -eq ii wbixw Z evwl K Avw_ K weeibx, BSEC Gi Corporate Governance Compliance Report I cwipvjk `i cöwz e`b Avcbv `i mvg b Dc vcb KiwQ Kvh µg t bvbv cöwzk~jzv Z_v gyryix Kwgkb 2013 ev Íevqb, we` yz weåvu I g~j e w, wek g `v, cöwz hvwmzvgyjk evrvi I Avbylvw½K DcKiY g~ j i Da MwZ BZ vw` gvkv ejv K i Avgiv AviI GKwU eqi AwZµg K iwq BwZg a A bk wgj eü n q Q Avevi A bk wgj GKB c _ nvu Q AvšÍR vwzk evrv i ißvbx g~ j am VKv Z Avgiv Drcv`b n«vm Ki Z eva n qwq m úªwz mkj wgj mßv n 2 w`b eü ivlvi wm vší Kvh Kix n q Q djköæwz Z Avgiv Kvbg Z wu K _vk ji GeviI eo As Ki jvkkvb b Z n q Q hvi Dci Avgv `i Kvb wbqš b wqjbv Avgiv me kw³ w` q Póv K ii mdjkvg n Z cvwiwb e j AvšÍwiK fv e `ytwlz fwel Z c~e vfvm t gnvb Avjøvn& cv Ki A kl g nievbx Z AvšÍRvwZ K evrv i Avgv `i mybvg A zbœ Av Q wkš AvšÍR vwzk evrv i cvu myzvi `iczb Ae vnz Av Q GKw` K ißvbx g~j n«vm I Ab w` K mikvi cvumyzv ißvbx Z fz ywki cwigvb 10% n Z Kwg q 7.50% AcwiewZ Z i L Qb hv givi Dci Lvovi Nvu Gi kvwgj GB Ae v Ae vnz _vk j ïay AvgivB bb, G ` ki mkj cvu wkíb Aw ÍZ m¼ U co e c vší i we`ÿ r weåvu I g~j e w, köwgk `i gyryix Kwgkb ev Íevqb mb AwbðqZv K Av iv Rviv jv Ki Q GZ`m Z I Rbv iui e envi I wg ji hš cvwz mhzœ i Yv e Yi gva g me vwak ` Zvi mv _ DbœZgvb ervq i L evrv i Avgv `i Drcvw`Z c b i mybvg A zbœ i L mdj fv e wu K _vkvi msmöv g Avgiv AvšÍwiKfv e wb qvwrz AvwQ Avcbv `i AvšÍwiK mn hvwmzv I gnvb Avjøvn& iveÿyj AvÕjvgx bi A kl ing Z Avgiv Avgv `i MšÍ e cšuq Z AvšÍwiK fv eb Avkvev`x Avjøvn& cvk Avgv `i ndvrz Kiyb jf vsk t Bs A_ eq i RyU w úbvm wjwg UW gybvdv AR b Ki Z bv cvivq cwipvjk gûjx D³ eq ii Rb Kvb jf vsk mycvwik/aby gv`b Ki Z cv ibwb e j AvšÍwiK fv e `ytwlz I gg vnz Avcbviv `vqv Ki eb fwel Z hv Z GB ai bi Ae v wb q Avcbv `i mvg b nvwri n Z bv nq 05

7 Annual Report Jute Spinners Limited Dcmsnvi t m vwbz kqvi nvìvimb Avcbviv AeMZ Av Qb h, MZ 35 eq ii g a wøzxq ev ii gz Avgiv wech q gvkv ejv KiwQ ` ki wewfbœ v b A bk wgj eü n q M ji Avgiv gnvb Avjøvn& cv Ki ing Z GLbI wu K AvwQ, Bbkvjøvn& _vke jvkmvb wb q Avgiv gvuvgywu wpwšíz _vk ji G Kev i AvZw¼Z bb Kvib cöev` Av Q "gvbyl hlv b nvpu Lvq, mlv bb D V `vovqó Avgiv Avgv `i me cökvi cö Pôv Pvwj q hve hv Z GB wech qki cwiw wz KvwU q DV Z cvwi AZGe myôz e emvwqk cwikíbv I DbœZ evrvi m úªmvi bi gva g Avgv `i Ny i `vov bvi Pôv Ae vnz Av Q Ges _vk e cwi k l h mkj e vsk, exgv cöwzôvb, Avw_ K cöwzôvb, mikvix ms v, vbxq I ˆe `wkk µzv bvbvfv e Zuv `i ^ZtùzZ mn hvwmzv I mg_ b cö`vb K i Qb, Zvu `i K Avwg AvšÍwiK ab ev` Rvbvw Q m e vcwi wewfbœ mskugq g~û Z Avgv `i Dci m vwbz kqvi nvìvie `i ` p Av v Avgv `i K cöiyv hywm q Q, Zvu `i KI ZvB gvevikev` I K ZÁZv Ávcb KiwQ Kv úvbxi mkj kªwgk, Kg KZ v I Kg Pvix K Zvu `i wb ew`z I wbijm mev cö`v bi Rb Avwg AvšÍwiK Avwfb `b Rvbvw Q fwel ZI Zvu `i G ai bi mev Ae vnz _vk e e j Avkv KiwQ Avcbv `i mywl, kvwšígq I mg fwel Z Kvgbv KiwQ ( gvnv ` kvgm&-dj nỳ v) Pqvig vb 06

8 Jute Spinners Limited JUTE SPINNERS LIMITED Head Office : House No. 67/A (New), Road No. 9A (New) Dhanmondi R/A, Dhaka-1209 Annual Report REPORT OF THE DIRECTORS for the year ended 30th June 2014 Respected Shareholders, The Directors have the pleasure in submitting their report and the audited accounts of the Company for the year ended 30th June 2014 together with the Auditor's Report thereon. FINANCIAL RESULTS AND APPROPRIATION DIRECTOR (in million taka) Revenue Less : Cost of Goods Sold Gross Profit (467.63) (769.51) Less: Expenses (101.15) (143.45) Profit/(Loss) from Operation (75.48) (72.99) Other Income (75.01) (72.61) Less: Contribution to Workers Profit Participation/Welfare Funds - - Net Profit/(Loss) before tax (75.01) (72.61) Less: Income tax (5.99) (10.43) Deferred Tax (Income)/Expenses Net Profit/(Loss) after tax (74.18) (81.84) The Directors recommended the following appropriations: Proposed dividend For 2014 NIL (in 2013 : NIL) - Retained earnings (74.18) - (81.84) Mr. Muhammad Shams-uz Zoha, Managing Director & CEO & Mr. Muhammad Shams-ul Kadir, Director retire by rotation as per Articles 126 and 127 of the Articles of Association of the company and being eligible offer themselves for re-election. CORPORATE GOVERNANCE COMPLIANCE REPORT In accordance with the requirement of the Securities and Exchange Commission, "Corporate Governance Status Compliance Report" is annexed. CORPORATE & FINANCIAL REPORTING The Company has complied with all the requirements of Corporate Governance as required by the Securities and Exchange Commission. Accordingly the Directors are pleased to confirm the followings : (a) The financial statements together with the notes thereon have been drawn up in conformity with the Companies Act 1994 and Securities and Exchange Rules These statements present fairly the Company's state of affairs, the result of its operations, cash flow and changes in equity. (b) Proper books of accounts of the Company have been maintained. (c) Approprite Accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment. (d) The International Accounting Standards, as applicable in Bangladesh, have been followed in the preparation of the financial statements. (e) The systems of internal control are sound and have been effectively implemented and monitored. (f ) There are no significant doubts upon the Company's ability to continue as a going concern. (g) The key operating and financial data for the last five years is Annexed. (h) DIVIDEND The Board of Directors regrets that no recommendation for payment of any Dividend could be made due to the fact that the Company could not make profit for the year. (i) The hanging cloud over the sky of international jute goods market has not yet moved away. Therefore, we are not assured that we could be able to overcome the rough situation in near future. (j) BOARD MEETING AND ATTENDANCE During the year, Seven Board Meetings were held. The attendance record of the Directors is as follows : Name of Directors Meeting attended Mr. Muhammad Shams-ul Huda 7 Mr. Muhammad Shams-uz Zoha 7 Mr. Muhammad Shams-ul Kadir 7 Mrs. Shahida Hossain 1 Late Mr. A.K.M. Shahjahan (Expired on ) 4 Mr. Harunur Rashid 2 07

9 Annual Report Jute Spinners Limited (k) The pattern of shareholding is as follows : Namewise details (i) Parent/Subsidiary/Associate companies and other related parties : (ii) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor children : Share held Nil (iii) (iv) Late Mr. Muhammad Shams-ul Haque Mr. Muhammad Shams-ul Huda Ex. Chairman Chief Executive Officer 424,150 80,300 Mr. Muhammad Shams-uz Zoha Mr. Muhammad Shams-ul Kadir Mrs. Shahida Hossain Director Director Director 104,800 34,000 34,000 Chief Financial officer, spouse and minor children Company Secretary, spouse and minor children Executives Nil Shareholders holding ten percent (10%) or more voting in interest in the company Mrs. Hasina Begum ICB Dhaka Nil Nil 298, ,390 (l) Report of CEO & CFO : The report of the Managing Director & CEO and the Chief Financial Officer in respect of Financial Statements of the Company for the year ended 30th June, 2014 was discussed and accepted. (m) Report of Internal Audit Committee : The report of the Internal Audit Committee for the year ended 30th June, 2014 was discussed and accepted. n. Report of Chairman of Audit Committee : The report of the Chairman of the Internal Audit Committee addressing the respected Shareholders in respect of their performance for the year was discussed and accepted for publishing in the 35th Annual Report

10 Jute Spinners Limited Annual Report AUDITORS M/S Howladar Yunus & Co., Chartered Accountants, House - 14 (4th floor), Road - 16A, Gulshan -1, Dhaka will retire at this Annual General Meeting. New Auditors for the year will be appointed at the 35th AGM. Our Position on auditors Qualified opinion : (i) Revenue : It was our regular practice in revenue recognition that we consider the actual amount as export sales which we received from the Bank and supported by the Bank advice. However, we will consider to change our practice as per auditors observation though the net financial result will not change. (iii) Gratuity : During the year we have made provision for required gratuity i.e 2 (two) months basic wages/salary of our employees and the shortfall as noted by the previous auditor has been covered from the WPP Fund account as forecast by the Directors' report dated 28th October, (ii) WPPF & Gratuity Fund : Deferred Liability of Tk. 36,633,694/= has been transferred from one fund to another on a reasonable ground as earlier forecast and now recommended by the Board. (iv) Going Concern : Unfortunately, the Company is passing through a critical time due to dull international jute goods market which indicates clearly a material uncertainty in respect of going concern. But the management assured that the uncertainty will be removed very soon because the management is trying afresh to overcome the rough situation by all means. (v) Directors Account : During the year the Directors took some amount from the Company to meet some urgent expenditures. These were unexpected events and the entire amounts were refunded subsequently by them. On behalf of the Board, Muhammad Shams-ul Huda Chairman 28th October 2014 Dhaka. 09

11 Annual Report Jute Spinners Limited Figures in Lac Taka Particulars Result of Operations : Revenue Gross Profit Operating Profit/(Loss) Net Profit/(Loss) After Tax Basic Earning per Share (intaka) Dividend Paid/Recommended Income Tax Paid Five Years Statistics 4, , , , , , (754.86) (729.88) (741.82) (818.41) (43.64) (48.14) Financial Position : Total Assets Fixed Assets-Gross Fixed Assets-Net Financial Assets Reserve & Surplus Gross Working Capital Net Working Capital Authorized Capital Share Holders' Equity Paid up Capital Total Long Term Debt Deferred Tax Assets/(Liability) 3, , , , , , , , , , (1,596.56) (848.24) , , , , , (1,039.17) (376.32) (1,426.56) (678.24) Key Financial Ratio, Figures and Market Data : Current Ratio Debt Equity Ratio Return on Investment Shareholders Equity per Share (in Tk.) Market Value per Share (in Tk.) Price Earning Ratio (Based on DSE Price) (Time) Other : Number of shares Number of shareholders Production (Qnty in MT) Export (Qnty in MT) Total Employees : (3.15) (6.38) % % 3.47% 8.61% 6.80% (83.92) (39.90) (1.49) (1.61) ,700,000 1,700,000 1,700,000 1,700, ,183 10,256 10,256 9,929 9,784 5,775 10,330 9,917 1,700, ,753 8,959 Officers Staff Workers ,244 1,290 1,284 1,

12 Jute Spinners Limited Annual Report AUDIT COMMITTEE REPORT Constituted as under : 01. Mr. Md. Harunur Rashid - Chairman 02. Mr. Muhammad Shams-Uz Zoha - Member 03. Mr. Muhammad Shams-Ul Kadir - Member Altogether 4 meetings of the Audit Committee were held in The following matters were discussed in the meetings and decisions taken were communicated to the Board of Directors. 01. Review of the annual financial statement of Review of the half-yearly report of half year ended on 31st December Review of the 1st & 3rd Quarter report for the period ended 30th September, 2013 and 31st March, 2014 respectively. 04. Review of internal audit reports. Dated, Dhaka 28th October, Independent Director & Chairman of the Audit Committee 11

13 Annual Report Jute Spinners Limited Value Added Statement For the year ended 30th June 2014 VALUE ADDED PARTICULARS Turnover Bought-in materials and services Other Income Taka % Taka % 493,295, ,968,828 (384,845,351) (741,995,788) 471, ,555 APPLICATIONS 108,921, % 98,351, % To Directors as Remunaration To Employees-as Salaries,Wages & Benefit To Providers of Loan-as interest & Charges To Govt. Fund as Income Tax To Providers of Capital as Dividend Retained for Business & Depreciation 4,500, % 4,500, % 125,650, % 123,411, % 32,232, % 32,154, % 5,992, % 10,434, % % % 168,375, % 170,500, % (59,454,504) % (72,148,555) % 108,921, % 98,351, % 12

14 Jute Spinners Limited Annual Report HUDA & CO. Chartered Accountants House No. 51, Road No. 13, Sector 13, Uttara Model Town, Dhaka Tel : Mobile : CERTIFICATE OF COMPLIANCE TO THE SHAREHOLDERS OF Jute Spinners Limited (As required under the BSEC Guidelines) We have examined compliance to the BSEC guidelines on Corporate Governance by Jute Spinners Limited for the year ended June These guidelines relate to the Notification no. SEC/CMRRCD/ /134/Admin/44 dated August of Bangladesh Securities and Exchange Commission (BSEC) on Corporate Governance. Such compliance to the codes of Corporate Governance is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of Corporate Governance. This is a scrutiny and verification only and not an expression of opinion or audit on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations provided to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned guidelines issued by BSEC. We also state that such compliance is neither an assurance as to the future viability of the Company nor a certification on the efficiency or effectiveness with which the Management has conducted the affairs of the Company. Dated : 10 November 2014 Place : Dhaka HUDA & CO. Chartered Accountants 13

15 Annual Report Jute Spinners Limited Annexure - A Status of compliance with the conditions imposed by the Commission s Notification No. SEC/CMRRCD/ /134/Admin/44 dated 07 August 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969: (Report under Condition No.7.00) Condition No. Title Compliance Status (Put in the appropriate column) Complied Not complied Remarks (if any) 1.1 Board's Size: The number of the board members shall not be less than 5 (five) and more than 20 (twenty) (i) Independent Directors: One fifth (1/5) of the total number of directors 1.2 (ii) a) Does not hold any share or holds less than 1% shares of the total paid-up shares. 1.2 (ii) b) Not connected with any sponsor/director/shareholder who holds 1% or more shares of the total paid-up shares on the basis of family relationship 1.2 (ii) c) Does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies 1.2 (ii) d) Not a member, director or officer of any stock exchange 1.2 (ii) e) Not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market 1.2 (ii) f) Not a partner or an executive or was not a partner or an executive during the preceding 3 (three) years of any statutory audit firm. 1.2 (ii) g) Not be an independent director in more than 3 (three) listed companies; 1.2 (ii) h) Not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a bank or a NBFI 1.2 (ii) i) Not been convicted for a criminal offence involving moral turpitude 1.2 (iii) Nominated by the board of directors and approved by the shareholders in the AGM 1.2 (iv) Not remain vacant for more than 90 (ninety) days. 1.2 (v) Board shall lay down a code of conduct of all Board members and annual compliance of the code to be recorded. 14

16 Jute Spinners Limited Annual Report Condition No. Title Compliance Status (Put in the appropriate column) Complied Not complied Remarks (if any) 1.2 (vi) Tenure of office of an independent director shall be for a period of 3 (three) years, which may be extended for 1 (one) term only. 1.3 Qualification of Independent Directors (ID): 1.3 (i) Knowledge of Independent Directors 1.3 (ii) Background of Independent Directors 1.3 (iii) Special cases for qualifications 1.4 Individual Chairman of the Board and CEO 1.5 The Directors' Report to Shareholders : 1.5 (i) Industry outlook and possible future developments in the industry 1.5 (ii) Segment-wise or product -wise performance 1.5 (iii) Risks and concerns 1.5(iv) Discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin. 1.5 (v) Discussion on continuity of any Extra -Ordinary gain or loss 1.5 (vi) Basis for related party transactions 1.5 (vii) Utilization of proceeds from public issues, rights issues and/or through any others 1.5 (viii) Explanation if the fina ncial results deteriorate after the company goes for IPO, RPO, Rights Offer, Direct Listing. 1.5 (ix) Explanation about significant variance occurs between Quarterly Financial performance and Annual Financial Statements 1.5 (x) Remuneration to directors including independent directors (ID) 1.5 (xi) Fairness of Financial Statement 1.5 (xii) Maintenance of proper books of accounts N/A N/A Disclosed in FS- Note , no remuneration paid to ID. 15

17 Annual Report Jute Spinners Limited Condition No. Title Compliance Status (Put in the appropriate column) Complied Not complied Remarks (if any) 1.5 (xiii) Adoption of appropriate accounting policies and estimates 1.5 (xiv) Followed IAS, BAS, IFRS and BFRS in preparation of financial statements 1.5 (xv) Soundness of internal control system 1.5 (xvi) Ability to continue as a going concern 1.5 (xvii) Significant deviations from the last year's 1.5 (xviii) Key operating and financial data of at least preceding 5 (five) years 1.5 (xix) Reaso ns for not declared dividend 1.5 (xx) Number of board meetings held during the year and attendance 1.5 (xxi) Pattern of shareholding: 1.5 (xxi) a) Parent/Subsidiary/Associated Companies and other related parties The company carrying loss for the year ended June (xxi) b) Directors,CEO,CS,CFO,HIA and their spouses and minor children 1.5 (xxi) c) Executives 1.5(xxi) d) 10% or more voting interest 1.5 (xxii) Appointment/re -appointment of director: 1.5 (xxi i) a) Resume of the director 1.5 (xxii) b) Expertise in specific functional areas 1.5 (xxii) c) Holding of directorship and membership of committees of the board other then this company. 2.1 Appointment of CFO, HIA and CS: 2.2 Attendance of CFO and CS at the meeting of the Board of Directors. 3 Audit Committee : 3(i) Constitution of Audit Committee 3(ii) Assistance of the Audit Committee to Board of Directors 3(iii) Responsibility of the Audit Committee 3.1 Constitution of the Audit Committee: 3.1(i) At least 3 (three) members 3.1(ii) Appointment of members of the Audit Committee 16

18 Jute Spinners Limited Annual Report Condition No. Title Compliance Status (Put in the appropriate column) Complied Not complied Remarks (if any) 3.1(iii) Qualification of Audit Committee members 3.1(iv) Term of Service of Audit Committee members 3.1(v) Secretary of the Audit Committee 3.1 (vi) Quorum of the Audit Committee 3.2 Chairman of the Audit Committee 3.2 (i) Board of Directors shall select the Chairman. 3.2 (ii) Chairman of the audit committee shall remain present in the AGM. 3.3 Role of Audit Committee 3.3 (i) Oversee the financial reporting process 3.3 (ii) Monitor choice of accounting policies and principles 3.3 (iii) Monitor Internal Control Risk managemen process 3.3 (iv) Oversee hiring and perfo rmance of external auditors 3.3 (v) Review the annual financial statements before submission to the board for approva 3.3 (vi) Review the quarterly and half yearly financial statements before submission to the board for approval 3.3 (vii) Review the adequacy of internal audit function 3.3 (viii) Review statement of significant related party transactions 3.3 (ix) Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors 3.3 (x) Disclosure about the uses/applications of funds raised by IPO/RPO/Right issue 3.4 Reporting of the Audit Committee: Reporting to the Board of Directors: (i) Activities of Audit Committee (ii) a) Conflicts of interests (ii) b) Material defect in the internal control system (ii) c) Infringement of laws, rules and regulations (ii) d) Any other matter Reporting to the Authorities 3.5 Reporting to the Shareholders and General Investors 17

19 Annual Report Jute Spinners Limited Condition No. Title Compliance Status (Put in the appropriate column) Complied Not complied Remarks (if any) 4 Engagement of External/Statutory Auditors: 4 (i) Appraisal or valuation services or Fairness opinions 4 (ii) Financiali nformation systems design and implementation 4 (iii) Book -keeping 4 (iv) Broker-dealer services 4 (v) Actuarial services 4 (vi) Internal audit services 4 (vii) Services that the Audit Committee determines 4 (viii) Audit fir ms shall not hold any share of the company they audit. 4 (i x) Audit certification service 5 Subsidiary Company : 5 (i) Composition of the Board of Directors 5 (ii) At least 1 (one) independent director to the subsidiary company N/A 5 (iii) Submission of Minutes to the holding company N/A 5(iv) Review of Financial Statement by the holding company 5 (v) Review of Financial Statement by the holding company 6 Duties of Chief Executive Officer and Chief Financial Officer: 6 (i) a) Reviewed the materially untrue of thefinancial statement 6 (i) b) Reviewed about compliance of the accounting standard 6 (ii) Reviewed about fraudulent, illegal or violation of the company's code of conduct 7 Reporting and Compliance of Corporate Governance: 7 (i) Obtain certificate about compliance of conditions of Corporate Governance Guidelines 7 (ii) Annexure attached in the directors' report N/A N/A N/A 18

20 Howladar Yunus & Co. Auditors' Report To the Shareholders of Jute Spinners Limited Annual Report Gulshan Office : Howladar Yunus & Co. House - 14 (4th floor) Road - 16A, Gulshan - 1 Dhaka Bangladesh. T F Introduction We have audited the accompanying Financial Statements of Jute Spinners Limited (the Company), which comprise the Statement of Financial Position as at June 30, 2014, and the Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with Bangladesh Financial Reporting Standards (BFRSs), the Companies Act, 1994 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSAs). Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company s preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the Financial Statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. Basis for Qualified Opinion 1. During the year the Company has recorded Revenues at the rate prevailing at realization date. As a result, exchange differences have not been separately disclosed by the company. This constitutes a departure from paragraph 21 of BAS 21 The Effects of Changes in Foreign Exchange Rates and Paragraph 97 of BAS 1 Presentation of Financial Statements. Consequently, the aggregate effects of the foreign currency gain or loss have not been determined. According to paragraph 21 of BAS 21: A foreign currency transaction shall be recorded, on initial recognition in the functional currency, by applying to the foreign currency amount the spot exchange rate between the functional currency and foreign currency at the date of the transaction. According to Paragraph 97 of BAS 1: When items of income or expense are material, an entity shall disclose their nature and amount separately. Chartered Accountants Correspondent firm of Grant Thornton International Ltd. 19

21 Howladar Yunus & Co. 2. As on June 30, 2014 the closing balance of WPP & WF represents an amount of BDT 13,744,387/-. During the year the company transferred an amount of BDT 36,633,694/- from WPP & WF to Gratuity Payable. As a result, as on June 30, 2014 the Deferred Liability is understated by BDT 36,633,694/-. 3. During the year the Company s Operating Expenses include Gratuity Expenses for an amount of BDT 8,229,316/-. This Balance includes the deficit amount of provision which was required to be maintained as per last year calculation. Previous Auditor has identified the issue and modified their opinion in this regard. However management has not account for the deficit amount in compliance with Bangladesh Accounting Standards, which triggers a departure from Paragraph 43 of BAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. The Company s records indicate that had management corrected this error retrospectively, operating expenses would have decreased. Accordingly net profit would have increased. 4. During the year the Company incurred a Net Loss of BDT 74,182,221/- and the balance of cumulative loss and Share Capital are BDT 159,656,104/- and 17,000,000/- respectively, which indicates a negative position of Shareholder Equity. Despite of the above the Company s financial statements have been prepared on a going concern basis. In absence of any mitigating factors, the above situation indicates a material uncertainty which may cast a significant doubt on the Company s ability to continue as a going concern. 5. During the year the Directors of the Company took loan for various purposes throughout the year which are disclosed in note 5.01 under the head Advance, Deposit and Prepayments, in the Statement of Financial Position. However as on June 30, 2014, the loan of the Directors exceeds their shareholding position, which constitutes a departure from Section 103 of the Companies Act Qualified Opinion In our opinion, except for the possible effect of the matters discussed in the Basis for Qualified Opinion paragraph, the Financial Statements present fairly, in all material respects, the financial position of Jute Spinners Limited as at June 30, 2014, and its financial performance and its cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standards (BFRSs). Other Matter The Financial Statements of the Company for the year ended June 30, 2013, were audited by another firm of chartered accountants, who through their report dated October 28, 2013 expressed a qualified opinion on those statements because of going concern issue, understatement of gratuity provision and understatement of interest on WPPF. Subject to the above, we report that; a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit and made due verification thereof; b) in our opinion, proper books of account as required by law have been kept by the company so far as it appeared from our examination of those books; c) the statement of financial position and statement of comprehensive income of the company dealt with by the report are in agreement with the books of accounts and returns. d) the expenditure incurred and payments made were for the purpose of the company s business for the year. Chartered Accountants Chartered Accountants Correspondent firm of Grant Thornton International Ltd. Dated, Dhaka 28 October

22 Jute Spinners Limited ASSETS JUTE SPINNERS LIMITED Statement of Financial Position As at June 30, 2014 Annual Report Amount in Taka Notes 30-Jun Jun-13 Non-Current Assets: 59,616,621 59,784,251 Property Plant and Equipment ,402,673 56,395,432 Deferred Tax Assets ,213,948 3,388,819 Current Assets: 246,605, ,292,390 Inventories ,466, ,414,117 Advances, Deposits and Pre-payments ,675,139 30,889,858 Accounts Receivable ,716 10,618,042 Cash and Cash Equivalents ,155,246 2,370,373 TOTAL ASSETS 306,221, ,076,641 EQUITY AND LIABILITIES Shareholders' Equity (142,656,104) (67,823,649) Share Capital ,000,000 17,000,000 Retained Earnings 9.00 (159,656,104) (84,823,649) Non Current Liabilities 98,356,146 89,975,552 Deferred Liabilities ,356,146 89,975,552 Current Liabilities 350,521, ,924,738 Short Term Loans (Secured) ,914, ,621,619 Advance Against Sales ,842, ,770 Liabilities for Other Finance , ,528 Liabilities for Expenses ,431,194 20,763,499 Liabilities for Goods ,747, ,726,379 Unclaimed Dividend ,099,905 2,104,046 Provision for Taxation ,730,495 18,048,897 TOTAL SHAREHOLDERS' EQUITY & LIABILITIES 306,221, ,076,641 The annexed accounting policies and other notes form an integral part of the financial statements. Chairman Managing Director Chief Financial Officer Chartered Accountants Dated: October 28, 2014 Dhaka 21

23 Annual Report Jute Spinners Limited JUTE SPINNERS LIMITED Statement of Comprehensive Income for the year ended 30 June 2014 Amount in Taka Notes 30-Jun Jun-13 Revenue ,295, ,968,828 Cost of Goods Sold (467,631,937) (769,507,396) Gross Profit 25,663,514 70,461,432 Operating Expenses: 101,149, ,449,544 Administrative Expenses ,570,419 33,125,366 Selling Expenses ,346,765 78,170,013 Financial Expenses ,232,180 32,154,165 Operating Profit/(Loss) (75,485,850) (72,988,112) Other Income , ,555 Profit/(Loss) Before Contribution to WPPF (75,014,653) (72,609,556) Contribution to Workers Profit Participation & Welfare Funds - - Net Profit Before Tax (75,014,653) (72,609,556) Provision for Income Tax (5,992,697) (10,434,774) Deferred Tax Income ,825,129 1,203,702 Profit/(Loss) After Tax for the Year (74,182,221) (81,840,629) Other Comprehensive Income - - Total Comprehensive Income/(Loss) for the Year (74,182,221) (81,840,629) Earning Per Share (par value Tk 10/- ) (43.64) (48.14) The annexed accounting policies and other notes form an integral part of the financial statements. Chairman Managing Director Chief Financial Officer Chartered Accountants Dated: October 28, 2014 Dhaka 22

24 Jute Spinners Limited Annual Report JUTE SPINNERS LIMITED Statement of Changes in Equity for the year ended 30 June 2014 Taka Particulars Share Capital Retained Earning Total Balance as on July 1, ,000,000 (84,823,649) (67,823,649) Dividend for Total Balance as on 30 June ,000,000 (84,823,649) (67,823,649) Total Comprehensive Income/(Loss) for (74,182,221) (74,182,221) Short Provision of Income Tax for & (650,234) (650,234) Total Balance as on 30 June ,000,000 (159,656,104) (142,656,104) Weighted Average Number of Share 1,700,000 Net Asset Value ( NAV ) Per Share (83.92) JUTE SPINNERS LIMITED Statement of Changes in Equity for the year ended 30 June 2013 Taka Particulars Share Capital Retained Earning Total Balance as on July 1, ,700,000 (2,983,020) 14,016,980 Total Comprehensive Income/(Loss) for (81,840,629) (81,840,629) Total Balance as on 30 June ,700,000 (84,823,649) (67,823,649) Weighted Average Number of Share 1,700,000 Net Asset Value ( NRV ) Per Share (39.90) The annexed accounting policies and other notes form an integral part of the financial statements. Chairman Managing Director Chief Financial Officer Dated: October 28, 2014 Dhaka 23

25 Annual Report Jute Spinners Limited JUTE SPINNERS LIMITED Statement of Cash Flow For the year ended 30 June 2014 A. CASH FLOWS FROM OPERATING ACTIVITIES Amount in Taka Notes 30-Jun Jun-13 Cash Received From Customer and Others ,779, ,476,254 Cash Paid to Suppliers and Employees (519,028,421) (828,418,597) Cash Generated From Operation (12,248,638) 56,057,657 Interest and Bank Charge Paid (32,232,180) (32,143,290) Income Tax Paid and Deducted at Source (6,050,626) (8,950,064) Net Cash ( used in ) / Generated from Operating Activities (50,531,444) 14,964,303 B. CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Property, Plant and Equipment (909,829) (1,753,161) Disposal of Assets - - Net Cash Used in Investing Activities (909,829) (1,753,161) C. CASH FLOWS FROM FINANCING ACTIVITIES Increase/(Decrease) in Bank Loan 50,293,084 (11,933,231) Dividend Paid (4,140) (2,468,414) Liabilities for Other Finance 1,937,202 (809,347) Net Cash Used in Financing Activities 52,226,146 (15,210,992) Decrease in Cash and Cash Equivalents 784,873 (1,999,850) Cash and Cash Equivalents at Beginning of year 2,370,373 4,370,223 Cash and Cash Equivalents at End of Year 3,155,246 2,370,373 Net Operating Cash Flow Per Share (29.72) 8.80 The annexed accounting policies and other notes form an integral part of the financial statements. Chairman Managing Director Chief Financial Officer Dated: October 28, 2014 Dhaka 24

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34 Jute Spinners Limited Annual Report embodying economic benefits will be required to settle the obligation; or the amount of the obligation cannot be measured with sufficient reliability. A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent liabilities and assets are not recognized in the Statement of Financial Position of the Company. bb. Financial Risk Management The Company has exposure to the following risks from its use of financial instruments: Credit risks Liquidity risks Market risk This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. The Company management has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. Credit Risk Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a Financial Instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers, institutional and export customers etc. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. In monitoring credit risk, debtors are grouped according to whether they are an individual or legal entity, ageing profile, maturity and existence of previous financial difficulties. Accounts and other receivables are mainly related to the Company's customers. The exposure of the Company to credit risk on accounts receivables is mainly influenced by the individual payment characteristics of the customers. Credit risk from this receivable is very minimal. Credit risk does not arise in respect any other receivables. Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity (cash and cash equivalents) is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. Typically, the Company ensures that it has 33

35 Annual Report Jute Spinners Limited sufficient cash and cash equivalents to meet expected operational expenses, including financial obligations through preparation of the cash flow forecast, prepared based on time line of payment of the financial obligation and accordingly arrange for sufficient liquidity/fund to make the expected payment within due date. Market Risk Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters. cc. Risk and Uncertainties for Use of Estimates in Preparation of Financial Statements Preparation of Financial Statements in conformity with the Bangladesh Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Financial Statements and revenues and expense during the period reported. Actual results could differ from those estimates. Estimates are used for accounting of certain items such as depreciation and amortization and taxes. dd. Responsibility for Preparation and Presentation of Financial Statements The Board of Directors is responsible for the preparation and fair presentation of Financial Statements in accordance with Bangladesh Financial Reporting Standards (BFRSs), Section 183 of the Companies Act, 1994 and other applicable laws and regulations. 34

36 Jute Spinners Limited Annual Report Amount in Taka Property, Plant and Equipment Land and Land Development 7,981,860 7,981,860 Building and Other Construction 11,711,088 12,857,154 Plant and Machineries 27,559,728 31,861,836 Electric Installation 220, ,447 Office Equipment 313, ,039 Furniture and Fixture 983,222 1,294,589 Vehicles 402,622 1,013,106 Sundry Assets 229, ,401 49,402,673 56,395, Deferred Tax Asset (a) Deferred Tax Asset is arrived at as follows : Taxable Temporary Difference Book Value of Depreciable Fixed Assets Less Land 43,060,813 48,413,572 Tax Base (26,545,819) (31,412,005) 16,514,994 17,001,567 Deductible Temporary Difference Book Value of Gratuity payable 84,607,983 39,593,695 Less : Tax Base ,607,983 39,593,695 Net deductible Temporary Difference 68,092,989 22,592,128 Effective Tax Rate 15% 15% Deferred Tax Asset 10,213,948 3,388,819 Amount in Taka Quantity 30-Jun Jun Inventories Raw Jute 1, MT 68,191, ,500,747 Finished Goods 1, MT 79,308,067 75,145,829 Work in Process MT 21,030,094 24,409,361 Stores & Spares (4.01 ) 8,937,681 12,358, ,466, ,414,117 35

37 Annual Report Jute Spinners Limited 4.01 Stores & Spares Construction Materials 11,376 88,590 Mechanical Spare Parts 4,794,367 6,795,827 Electrical Materials 232, ,112 Ball Bearing and Bearing Block 551, ,398 Fuel, Lubricants & Chemical 525,316 1,436,758 Works Shops Materials 150, ,392 Packing Materials 2,351,662 2,374,034 Printing & Stationery 287, ,968 Miscellaneous and General Stores 32,088 48,100 8,937,681 12,358, Advances, Deposits and Pre-payments : Advances (5.01) 64,877,118 30,039,657 Deposits 416, ,203 Prepayments 381, ,998 65,675,139 30,889, Advances : Advance Against Salary 4,693,081 3,824,961 Advance Against Raw Jute 28,299, ,979 Advance Against Store Purchase 352, ,415 Advance Against Expenses 1,275, ,000 Advance Against House Loan 1,396,000 1,540,000 Directors Advance 6,967,808 - Other Party Advance 750,000 - Advance Payment of Income Tax 17,673,774 20,584,481 JSL Workshop A/C. 3,469,155 2,453,820 A. Hossain Enterprize - 6,000 64,877,117 30,039, Accounts Receivable Trade Receivable 307,716 10,618, ,716 10,618,042 Trade Receivable represents export bills receivable.the aging of the trade debtors are maximum 30 (thirty) days and these are considered good and sebsequently fully realized Cash and Cash Equivalents Cash in hand 2,013,988 1,351,887 Cash at Bank 1,141,258 1,018,486 Janata Bank Ltd. Local Office 1, ,312 Khulna Corporate Branch 620, ,680 E. R. Q. Account 136, ,874 Prime Bank Ltd. Motijheel Branch, Dhaka 18,002 18,002 Motijheel Branch, Dhaka 306, ,901 National Bank Ltd. Dhanmondi Branch,Dhaka 57, ,717 3,155,246 2,370,373 36

38 Jute Spinners Limited Annual Report Share Capital Authorised : 3,500,000 Ordinary Shares of Tk. 10 each 35,000,000 35,000,000 Issued, Subscribed & Paid - up Capital : 1,700,000 Ordinary Shares of Tk. 10 each Fully Paid-up in Cash 17,000,000 17,000, The Break up of Share Holding is as Follows : Shareholdings Shares Percentage Shares Percentage Directors 676, % 676, % ICB 184, % 354, % Financial Institutions 123, % 144, % General Public & Others 715, % 524, % Total 1,700, % 1,700, % 8.04 Option on un-issued shares: There is no option regarding authorized capital not yet issued but can be issued to increase the issued, subscribed and paid-up capital through the issuance of new shares against cash contribution and bonus The distribution showing the numbers of shareholders and their share holdings in percentage on 30 June 2014 is as follows: Range of Holdings Persons Number Percentage Less than , % , % , % , % , % , % Total 704 1,700, % The sharesare listed with Dhaka Stock Exchange Ltd. and quoted at Tk on 30 June 2014 (Face value Tk ) ( Tk Face value Tk ). Retained Earnings Opening Balance (84,823,649) (2,983,020) Add: Profit/(Loss) for the Year (74,182,221) (81,840,629) Short Provision During the Year (650,234) (159,656,104) (84,823,649) 10.00Deferred liabilities WPP & WF 13,744,387 50,378,081 Gratuity Payable 84,607,983 39,593,695 Provident Fund 3,776 3,776 98,356,146 89,975, Short Term Loan Hypothecation 207,259, ,621,619 Loan against Cash Subsidy on Export 38,655, ,914, ,621,619 37

39 Annual Report Jute Spinners Limited This loan is secured against hypothecation of Stock of raw jute, working in process, Finished Goods, Stores and spairs Advance Against Sales Received from Foreign Buyers : KODAMA - Japan 1,319,957 - Sarvamangal Pratistha (SP) - India 1,447,068-2,767,025 - Received from Local Party : Ishaque & Sons, Imamgonj 75, ,770 Lovely & Brothers, Khulna 20-75, ,770 2,842, , Liability for Other Finance Audit Fees 175, , Sk.Sanchaya Tahabil Welfare Fund 57,720 34, Workers Union Subscription 2,020 8, Death Claim 17, , Earnest/Security Money Return 5,000 5, Income Tax Payable on Office Rent 105,000 75, Relief Fund 36,493 36, Kamaleswardi Madrasha (18,000) (8,050.00) Officers Income Tax 375, , , , Liability for Expenses Head Office Staff Salary 865, ,127 Mill Office Staff Salary 3,023,464 1,511,732 Workers' Wages 2,919,407 3,357,822 Staff Bonus 1,813,065 2,058,143 Workers Bonus 2,055,647 3,495,841 Un-paid Wages 86,225 87,433 Mill Office Telephone 8,472 8,472 Guest House Rent 52,000 65,000 C&F Bill Provision 20,822 20,822 Power Bill Provision 1,062,715 - Un-paid Salary 130, ,105 Ghorashal Multilayer P.P. Ltd. 14,820 14,820 Hossain Enterprise 220, ,755 Kusum Rubber Industries 14,000 14,000 Kalachan & Brothers 581,110 - Khaleque Polythene Store 227, ,209 Kazi Bobbin Factory 325, ,515 Maxim International 22,100 22,100 New National Bobbin Factory 149, ,500 Paper Cone Industries 1,295,622 1,081,873 Soyeb Traders 152, ,475 38

40 Jute Spinners Limited Annual Report SEA TEX 787, ,013 Shaheen Engr. Workers - 81,600 Swantex 11,000 11,000 Onny Paper Store 73,849 92,349 NS Electric Store Hossain Brothers - 64,440 Friends Rubber & Plastic - 58,966 Rony Traders 404, ,463 Poly Cable Ind. Ltd. 140, ,732 Bikrampur Board House 370, ,350 S.R. Jutes Manufacturing Co ,155 BASE Chemicals Bangladesh - 81,600 Jute Spare Comples - 193,860 M.H. Rubber & Traders - 3,750 Jute Spare Comples 43,560 - M.H Rubber & Traders 107,000 - ES International 34,800 - A.H. Jinnath Trading 115,743 79,359 Bangladesh Spring Workers MR Traders 238, ,426 Power Dev. Board, Khulna 1,674,859 1,801,012 RN Enterprise SM Engineering Workers 169, ,540 Tania Enterprise TR Rubber 314, ,765 Ruhul Enterprise 22,050 19,165 K. Iron & Steel Industries M/S. Al-Amin Enterprise 1,238 1,238 Pioneer Plastic & Enginer 14,000 - Sureshari Traders 27,746 34,746 AK Enterprise 404, ,071 Glory Engineering Ltd 400, ,912 Anwar Hossain & Brothers - 13,197 Adarsha Traders 32,947 34,318 20,431,194 20,763,499 39

41 Annual Report Jute Spinners Limited Liability for Goods Abdus Salam Khan, Madaripur 4,433,371 2,568,174 Jahangeer Hossain, Faridpur 1,507,554 1,091,141 Joynal Abedin, Khulna 8,773,664 8,455,775 Mawla Biswas, Faridpur 2,069,343 1,528,365 Mahatab Uddin Khan - 194,584 Nazrul Islam, Chatmahar, Pabna 4,969,339 9,170,547 Nurul Islam Khokon, Khulna 880 Ashraf Ali, Khulna 19,956 19,956 Joydev Shaha 4,396,746 1,752,873 Abdul Jabbar - 982,950 Badaruddin Sharif - 14,178,108 A. Jalil Khalashi 3,049, ,631 Maltitone International 612, ,844 Ayub Hossain 3,209,754 - Mesbahuddin Khan Thakur 297, ,028 Ananda Kr. Saha 1,316, ,321 Saiful Alam Kamal - 1,983,775 Kesob Ch. Sarker 10,356 10,356 Liton Chandro Kundu - 875,195 Sonamui Traders (S. Bhaumik) - 7,343,678 Towhidul Islam 410, ,027 Samar Kumar Kundu 1,772,581 2,036,077 Shawkat Traders - 32,815,794 Motaleb Hossain 1,839, ,101 Sirejul Islam 79,916 79,916 Dulal Saha 2,082, ,128 Nashiruddin Mollah 168, ,528 Boloy Kumar Saha 238, ,903 Madhusadan Bhumik 1,813,437 - Gonesh Ch. Sarker 30,421 30,421 Saifur Rahman (Tanin) 4,197,907 1,408,095 Ab. Razzak (Paiker) 699,780 - Md. Shajahan Sardar (Babu) - 74,522 Sharmin Zaman Mitu 11,709,409 13,209,995 Parimal Chandra Saha 2,000 2,000 Rezaul Sheikh 760, ,000 Sudam Chandra Sutradar 2,276,796 90,571 62,747, ,726, Un-Claimed Dividend Interim Dividend 9,060 9,060 Final Dividend (16.01) 2,090,845 2,094,986 2,099,905 2,104,046 40

42 Jute Spinners Limited Annual Report Final Dividend for the year ,048 10,048 Final Dividend for the year ,610 8,610 Final Dividend for the year ,525 3,525 Final Dividend for the year ,480 6,480 Final Dividend for the year ,460 3,460 Final Dividend for the year ,090 27,090 Final Dividend for the year ,700 8,700 Final Dividend for the year ,517 57,517 Final Dividend for the year ,300 8,300 Final Dividend for the year ,600 7,600 Final Dividend for the year ,325 8,325 Final Dividend for the year ,875 13,875 Final Dividend for the year ,575 7,575 Final Dividend for the year ,946 8,946 Final Dividend for the year ,828 9,828 Final Dividend for the year ,212 13,212 Final Dividend for the year ,170 19,170 Final Dividend for the year ,859 21,859 Final Dividend for the year ,220 50,220 Final Dividend for the year , ,555 Final Dividend for the year , ,090 2,090,845 2,094, Provision for Taxation Tax Deduction at Source 5,920, ,750,064 Provision for Local 0.50% 72, ,298,833 5,992,697 18,048,897 Quty / MT Amount in Taka Jun Jun Revenue Foreign Sales 5, ,155, ,230,660 Add : Local Sale ,414,280 25,290,940 Add : Subsidy Earned/Cash Incentive - 50,726,000 42,447,228 6, ,295, ,968,828 According to the verdict of the Honourable High Court in reference no. 281 and 282 of 2002, Cash Subsidy should be included in revenue. 41

43 Annual Report Jute Spinners Limited Cost of Goods Sold Opening Work in Process ,409,361 21,151,217 Raw Jute Consumed (Note ) 6, ,902, ,993,081 Other Direct Material Consumed (Note ) - 24,125,428 38,097,916 Cost of Material 6, ,437, ,242,214 Manufacturing Expenses (Note-19.03) 158,387, ,401, ,824, ,644,205 Less : Closing Work in Process (359.78) (21,030,094) (24,409,361) Cost of Production 471,794, ,234,844 Add : Opening Finished Goods ,145, ,418, ,940, ,653,226 Less : Closing Finished Goods (1,041.19) (79,308,067) (75,145,829) Cost of Goods Sold 467,631, ,507, Raw Jute Consumed Opening Balance 2, ,500, ,720,203 Purchase 4, ,592, ,773,625 7, ,093, ,493,828 Closing Stock 1, (68,191,107) (149,500,747) Consumption 6, ,902, ,993, Others Direct Materials Opening Balance 682,051 3,456,798 Purchases 25,048,758 35,323,088 25,730,809 38,779,886 Closing Stock (1,605,381) (682,051) Consumption 24,125,428 38,097, Manufacturing Expenses : Salary, Wages and Allowances etc. 111,290, ,721,274 Spare's Consumed & Repairs 18,300,070 26,708,426 Depreciation 7,325,385 7,869,967 Insurance 1,238,695 2,147,894 Power and Fuel 17,270,802 26,314,099 Rent, Rates and Taxes 432, ,517 Handling and Carrying 370, ,356 Utilities 226, ,654 Welfare Expenses 392, ,783 Traveling and Conveyance 427, ,035 Telephone, Fax, Postage & 68,399 72,634 Entertainment 225, ,279 Printing and Stationery 233, ,175 Stores Carrying 584, , ,387, ,401,991 42

44 Jute Spinners Limited Annual Report Salary, wages and allowances includes the following : Bonus 7,227,566 7,078,096 Gratuity 6,641,608 6,078, Category-wise information in respect of salary/wages of employees/workers: Below Tk. 3,000 NIL NIL Tk. 3,000 and above 1,390 Nos 1,436 Nos Administrative Expenses Directors' Remuneration 4,500,000 4,500,000 Salary and Allowances 14,360,883 14,689,937 Printing and Stationery 274, ,928 Depreciation 577, ,405 Travelling and Conveyance 438,826 3,893,594 Telephone, Fax, Postage & 905, ,177 Entertainment 238, ,381 Car Maintenance 1,013,278 1,216,877 License Renewal Fees etc. 581, ,577 Audit Fees (Statutory) Including VAT 115, ,000 Cost Audit Fees 52,500 52,500 Advertisement 214, ,000 AGM Expenses 478, ,363 Rent, Rates and Taxes 2,568,896 2,414,688 Group Insurance Premium 520, ,156 Computer Expenses 163, ,257 Repairs and Maintenance 206, ,631 Utilities 1,147,148 1,090,506 News Paper & Periodicals 9,797 8,104 Training Expenses 5,500 - Welfare Expenses 199, ,285 28,570,419 33,125, Salary and Allowances Include the Following : Bonus 1,037, ,520 Gratuity 1,587,708 1,587, Category-wise Information in Respect of Salary of Employees: Below Tk. 3,000 NIL NIL Tk. 3,000 and Above 44 Nos 48 Nos Selling Expenses Ocean Freight 30,904,839 65,092,227 Sales Commission 3,172,148 2,237,105 Truss Carrying Labour bill 207,427 1,509,778 C&F Expenses 1,162,000 1,727,061 FCC and Collection Expenses 2,140,355 2,350,182 Overdue Interest 1,435,953 3,608,135 Govt. Revenue on Export 441, ,024 Marine Insurance 408, ,813 Custom & Excise 474,123 43,688 40,346,765 78,170,013 43

45 Annual Report Jute Spinners Limited Financial Expenses Interest on Cash Credit (Hypo) A/ C 30,881,629 30,596,900 Interest on Cash Credit (Blocked) A/C - 138,138 Bank & Other Charges 1,350,353 1,408,252 Foreign Exchange Gain - (24,280) VAT on P.O. Commission ,155 32,232,180 32,154, Other Income Wooden Chips Sales (W/S) Reject Wood Sale (W/S) 505-8, ,124 42, ,531 Jute Dust Sale Q.C Hanks Sale 136,890 45,625 R/Drum, Aluminium, Tin scrap, Slivercan, etc. 159,581 68,275 Miscellaneous Sales 122,827 - Punishment Compensation - 3,000 Export Claim Received - 40, , , Deferred Tax Income / (Expenses) is arrived at as follows : Closing Deferred Tax Asset 10,213,948 3,388,819 Opening Deferred Tax Asset (3,388,819) (2,185,117) Deferred Tax Income / (Expenses) 6,825,129 1,203, Cash Received from Customers 506,779, ,476,254 Cash Received from Customers 506,779, ,476, Cash Paid to Suppliers and Employees Cash Paid to Suppliers and Employees 519,028, ,418, ,028, ,418, Earnings Per Share (EPS) (a) Earning Attributable to the Ordinary Shares (74,182,221) (81,840,629) (b) Weighted Average Number of Ordinary Shares Outstanding During the Year 1,700,000 1,700,000 (c) EPS (a / b) (43.64) (48.14) 44

46 Jute Spinners Limited Annual Report Payment/Perquisites To Directors & Officers (a) The aggregate amount paid/provided during the year in respect of Directors and Officers are disclosed below: Particulars Directors' Officers' Directors' Officers' Basic 3,096,000 8,203,989 2,640,000 7,551,996 Bonus - 1,213,394-1,054,880 House Rent allowance 960,000 3,633, ,000 3,363,870 Conveyance allowance 144, , ,000 Medical allowance 300, , , ,018 Allowance ,000 - (b) Utility (Electricity, Gas & Wasa) 575, (c) The rate of Board meeting attendance fees is Tk.100/- per Director per meeting but no such amount was drawn by any director of the company during the year under review Production Capacity & Actual Production MT Production Capacity 11, , Actual Production 6, , Reasons of short fall : i) Power failure. ii) Light Count production iii) Export order decrease Capacity is determined on the basis of quality of goods to be produced Capital Expenditure Commitment (a) There is no capital expenditure contracted but not incurred or provided for at 30 June (b) There was no sum for which the company is contingently liable as on 30 June There was no material capital expenditure authorized by the Board but not contracted for at 30 June There were no credit facilities available to the company under any contract, other than trade credit available in the ordinary course of business and not availed of as on 30 June No payments have been made in foreign currency for royalty, technical experts and professional advisory fee, interest etc There were no non-resident shareholders Foreign Exchange Earning The company earned Tk. 428,155,171 (US$ 5,393,460) in foreign currency through export. 45

47 Annual Report Jute Spinners Limited Reason for Incurring Losses The main reasons for incurring losses during the year are disclosed below : (a) Reduce in production & sales volume compared to the last year. (b) Increase in wages due to implementation of wages commission, 2014 (c) Increase in rates of Electricity, JBO, High Speed Diesel Related Party Disclosure Name of Related Party JSL Trading International Associated Undertakings Nature of Transactions Sales Finance Value of Transactions During the year 32,907,930 2,056,700 Balance at the year end NIL 750, Claims (a) Claim against the Company but not acknowled as debt 10,849,948 7,551,983 (Income tax for June30,2011 to 2013) (b) Claim by the company not acknowledged as receivables Nil Nil Qty / M. Ton Amount in Taka 30 June Additional Disclosure as per schedule XI of companies ACT 1994: Opening working process ,409,361 Closing working Process ,030,094 Raw Jute Purchases 4, ,592,752 Opening Raw jute 2, ,500,747 Closing Raw Jute 1, ,191,107 Raw jute Consumed 6, ,902,392 Opening finished goods ,145,829 Closing finished goods 1, ,308,067 Sales 6, ,881, Approved and authorized for issue by the board of directors on October 28, 2014 and signed for and on behalf of the Board Chairman Managing Director Chief Financial Officer Dated: October 28, 2014 Dhaka 46

48 Jute Spinners Limited Annual Report JUTE SPINNERS LIMITED Schedule of Fixed Assets As at June 30, 2014 Particulars Balance as on 01-Jul-13 C O S T Rate of D E P R E C I A T I O N Sales Balance as on Dep. Balance as on Sales Adjustment 30-Jun-14 (%) 01-Jul-13 Adjustment Addition during the year Charged during the year Balance as on 30-Jun-14 WDV as on 30- Jun-14 Land and Land Development 7,981, ,981, ,981,860 Building and Other Construction 43,408, ,408,792 5% 30,551,638 1,146,066-31,697,704 11,711,088 Plant and Machineries 113,173, , ,874, % 81,311,943 5,002,927-86,314,870 27,559,728 Electric Installation 3,398, ,398,231 10% 2,929, ,985-3,177, ,462 Office Equipment 4,815, ,000-4,934,859 15% 4,357, ,201-4,621, ,838 Furniture and Fixture 4,994,719 2,635-4,997,354 6%-15% 3,700, ,002-4,014, ,222 Vehicles 9,441, ,441,168 20% 8,428, ,484-9,038, ,622 Sundry Assets 3,741,825 87,375-3,829,200 25% 3,281, ,923-3,599, ,853 Carrying amount at 30 June ,956, , ,866, ,560,801 7,902, ,463,389 49,402,673 Carrying amount at 30 June ,203,072 1,753, ,956, ,072,429 8,488, ,560,801 56,395,432 Amount in Taka for the year Depreciation Charged to : Manufacturing Expenses ( Note ) 7,325,385 7,869,967 Administrative Expenses ( Note ) 577, ,405 7,902,588 8,488,372 47

49 Annual Report JUTE SPINNERS LIMITED Head Office : House No. 67/A (New), Road No. 9A (New), Dhanmondi R/A, Dhaka-1209 Telephone : , , jutespinnersltd@gmail.com Jute Spinners Limited PROXY FORM SHAREHOLDERS FOLIO /BO NO. NO. OF SHARES HELD I/We of (address being shareholder/(s) of JUTE SPINNERS LIMITED hereby appoint, another shareholder of the company, Mr./Mrs./Miss of (address) as my/our proxy to attend and vote for me/us on my/our behalf at the Thirtyfifth Annual General Meeting to be held on 20th December, 2014 and at any adjournment thereof and the poll that may be taken in consequence thereof. As witness my/our hand this... day of Revenue Stamp Tk Signature of Proxy Folio/Bo No. : Signature of Shareholder Folio/Bo No. : Notes : i) ii) Signatures must be in accordance with specimen signature registered with the company /CDBL record The Proxy Form must be deposited at the Registered Office/Liaison Office of the company not later than 48 hours before the time fixed for the meeting. Otherwise, the proxy form will not be treated as valid. JUTE SPINNERS LIMITED ATTENDANCE SLIP I/We hereby record my/our presence at the Thirtyfifth Annual General Meeting of the company on 20th December, 2014 to be held at the CIRDAP auditarium, 17, Topkhana Road, Dhaka (Folio/ BO No) (Name) (Signature) Please complete the attendance slip and deposit at the registration counter of the day of the meeting. 49

50 Members of Board of Directors & others in the dias Distinguished Shareholders