M. I. CEMENT FACTORY LTD.

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2 M. I. CEMENT FACTORY LTD. Corporate Office: Delta Life Tower (3 rd & 6 th floor) Plot No. 37, Road No. 45 (South) & 90 (North), Gulshan 2, Dhaka Tel: , , , , Fax: , info@crowncement.com Factory: West Mukterpur, Munshiganj Tel: , Fax: factory@crowncement.com

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4 TABLE OF CONTENT Transmittal Letter 05 Brief History 06 Notice of the 23 rd AGM (Bengali) 08 Notice of the 23 rd AGM (English) 09 Vision & Mission 10 Our Values 11 Goals 12 Corporate History & Acheivements 13 Corporate Profile 14 Board of Directors 16 Profile of the Board of Directors 17 Sponsor Shareholders 22 Audit Committee 23 Profile of the CEO 24 Advisory Panel 25 Management Team 26 Glimpse of the 3 rd EGM 27 Glimpse of the 22 nd AGM 28 Statement from the Chairman 29 Managing Director s Message 31 Directors Report (English) 33 Directors Report (Bengali) 44 Corporate Governance 53 Annexure to the Directors Report 55 International Projects 73 Highlight of the Events 74 Auditors Report 76 Statement of Financial Position 78 Statement of Profit or Loss & Other Comprehensive Income 79 Statement of Changes in Equity 80 Statement of Cash Flows 81 Notes to the Financial Statements 82 Proxy Form and Attendance Slip 119

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6 Transmittal Letter TRANSMITTAL LETTER Corporate Office: Delta Life Tower (3 rd & 6 th floor) Plot No. 37, Road No. 45 (South) & 90 (North) Gulshan 2, Dhaka Tel: , , , , Fax: info@crowncement.com 17 November 2017 The Valued Members Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies & Firms Dhaka Stock Exchange Ltd. Chittagong Stock Exchange Ltd. Sub: Annual Report for the year ended 30 June 2017 Dear Sir(s), We are pleased to enclose a copy of the Annual Report containing the Notice of the 23 rd Annual General Meeting, Directors Report, Auditors Report along with the Audited Financial Statements including Statement of Financial Position as at 30 June 2017, Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the 30 June 2017 including notes thereon for your kind information & records. Thanking you. Yours faithfully, (Md. Mozharul Islam, FCS) GM & Company Secretary 05

7 Brief History BRIEF HISTORY M. I. Cement Factory Ltd. is M. I. Cement Factory Ltd., a public limited company, is one of the leading cement manufacturers in Bangladesh. It started its journey on 31 December 1994 with the commitment of manufacturing high quality cement under the brand name Crown Cement that has already won renown both at home and abroad. Initially, the plant was installed with a capacity of producing 600 MT/Day of Portland Cement. With the passing of time, the demand for Crown Cement has been increasing daybyday. So, the Sponsors expanded the project gradually to the 2 nd unit started in 2002 with a production capacity of 800 MT/Day, the 3 rd unit in 2008 of 1,400 MT/Day, the 4 th unit in 2011 of 3,000 MT/Day and the 5 th unit in 2017 of 5,200 MT/Day to take the total production capacity to 11,000 MT/Day i.e. 3.3 million Metric Ton per annum. The Company s backward and forward integration endeavors have given new dimensions to its growth platform. With this end in view, the associate industrial units such as Crown Polymer Bagging Ltd., Crown Power Generation Ltd., Crown Mariners Ltd., Crown Transportation & Logistics Ltd. and Crown Cement Concrete & Building Products Ltd. have been set up and are in operation. It has also acquired three Handy Max size Ocean Going Ship to facilitate transportation of raw materials from abroad. 06

8 Brief History It is hopefully expected that these new growth platforms will facilitate creation of new dimensions and frontiers to the mother company M. I. Cement Factory Ltd. Crown Cement pioneered in cement export in 2003 and paved the way for earning hardearned foreign currency. Crown Cement achieved the National Export Trophy thrice for attaining the top most place among the cement exporters in Bangladesh. The factory possesses well communications facility both through water and road. It is located at West Mukterpur, Munshiganj on the bank of the river Dhaleswari. It is connected by a metalled road (DhakaMunshiganj Highway) linked with the whole country. The Company has been listed with the Dhaka Stock Exchange Ltd. and Chittagong Stock Exchange Ltd. in Its high growth agenda have been highly appreciated by the shareholders and have won the investors confidence. 07

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10 AGM Notice NOTICE OF THE 23 RD ANNUAL GENERAL MEETING Notice is hereby given that the 23 rd Annual General Meeting (AGM) of M. I. Cement Factory Limited will be held on Monday, the 4 th December 2017 at 11:00 A.M. at the Factory Premises, West Mukterpur, Munshiganj to transact the following business: AGENDA: 1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 30 June 2017, together with the Reports of the Auditors and the Directors thereon. 2. To declare the Dividend for the year ended 30 June To elect Directors in terms of the relevant provisions of the Articles of Association of the Company. 4. To appoint Auditors for the year ending 30 June 2018 and to fix their remuneration. 5. To reappoint the Managing Director of the Company. By Order of the Board Dated, Dhaka 17 November 2017 (Md. Mozharul Islam, FCS) General Manager & Company Secretary Notes: 1. The members, whose names appeared in the Company s Register or in the Depository Register on the Record Date i.e. 16 November 2017, shall be eligible to attend the Annual General Meeting and to receive the Dividend. 2. A member wishing to appoint a proxy must deposit the Proxy Form, duly stamped at the Company s Head Office: Delta Life Tower (3 rd & 6 th Floor), Plot No. 37, Road No. 45 (South) & 90 (North), Gulshan North Circle 2, Dhaka 1212 not later than 48 hours before the time fixed for the Meeting. 3. Admission into the meeting will be allowed on production of the Attendance Slip sent with the notice and verification of signature of the Member(s) and/or Proxyholder(s). kqvi nvìvie `i m`q AeMwZi Rb Rvbv bv hv Q h Avmbœ evwl K mvaviy mfvq Kvb cökvi Dcnvi / Lvevi / hvzvqvz fvzv cö`v bi e e v _vk e bv 09

11 Vision & Mission VISION & MISSION Vision Our vision is to make a contribution to the nation by creating opportunities in the arena of industrial growth and development of Bangladesh, and to provide a solid foundations for society's future. Mission M. I. Cement Factory Ltd. is the Largest Cement Exporter of Bangladesh Since 2009 As a modern cement company, we manufacture cement (Brand name: Crown Cement) to meet the needs of clients through innovative products & services that create value for all of our stakeholders. 10

12 OUR VALUES Our Values Quality ensures us to be the Export Leader Commitment Shareholders Create sustainable economic value for our shareholders by utilizing an honest and efficient business methodology. Community Committed to serve the society through employment creation, support community projects & events, and be a responsible corporate citizen. Customers Render service to our customers by using stateoftheart technology, offering diversified products and aspiring to fulfill their needs to the best of our abilities. Employees Be reliant on the inherent merit of the employees and honor our relationships. Work together to celebrate and reward the unique backgrounds, viewpoints, skills, and talents of everyone at the work place, at each level. Accountability We are accountable for providing quality products & excellent services along with meeting the strict requirements of regulatory standards and ethical business practices. Inspiring, Motivating & Compelling We're ambitious and innovative. We get excited about our work. We bring energy and imagination to our work in order to achieve a level of performance, not achieved before. We achieve a higher standard of excellence. Everything we produce should look fresh and modern. Ability We have the ability to undertake the responsibility to materialize our commitment, and goals. In all matters we think ahead & take new initiatives. We can see things from different perspectives; we are open to change and not bounded by how we have done things in the past. We can respond rapidly and adjust our mode of operation to meet stakeholder needs and achieve our goals. Keep Promises Everything we do should work perfectly. In all matters we maintain integrity & excellence. We believe in actions, not in words. Be Respectful We respect our customers, shareholders & others stakeholders and want to fulfill their needs. We are respectful in regard to all our interactions with them. We always appreciate comments & suggestions from our stakeholders. We are open, helpful & friendly. We have total commitment to customer satisfaction. 11

13 Goals GOALS Continually set the latest standards of modern technology in our industry to satisfy the needs of customers through innovative products and services. Contribute to the national economy and the infrastructure development of the country. Secure the strongest competitive position in our relevant market places through making quality product and operational excellence. Be partner with the best suppliers, delivering increased value for both the company and our customers. Be recognized as a respected & attractive company & an employer of first choice. Provide extensive career opportunities through competitive pay & benefits, training & development & a congenial working environment. Empower our employees at every level, and integrate them fully into our network. Continually demonstrate our commitment to sustainable environmental performance, and play a proactive role in Corporate Social Responsibility (CSR) within our sphere of influence. Achieve longterm financial performance. Create secured investment opportunity within the country. Enhance versatility & diversification through the penetration of new market segments. Improve administrative & organization structures to review all business lines regularly & develop the best practice in the industry. Earn foreign currency through export. 12

14 History & Achievements CORPORATE HISTORY & ACHIEVEMENTS Our job is to identify ways to increase productivity and efficiency and to promote a sustainable future. No matter how good we are at service, our success depends more than anything on being able to connect with customers. In our journey the following years are the symbol of prosperity and progress: Launched operartion of the 5 th Unit with a Production Capacity of 5,200 MT/Day Procured the 3 rd Mother Vassel (Crown Vision) Implementation of SAP Awarded Export Trophy (Bronze) for the year Achieved ICMAB Best Corporate Award Procured the 2 nd Mother Vessel (Crown Victory) for transportation of raw materials Achieved ICMAB Best Corporate Award Procured the 1 st Mother Vessel (Crown Voyager) for transportation of raw materials Launched operation of the 4 th Unit with a Production Capacity of 3,000 MT/Day Listed with Dhaka Stock Exchange Ltd. (DSE) & Chittagong Stock Exchange Ltd. (CSE) Awarded National Export Trophy (Gold) for the year Awarded National Export Trophy (Gold) for the year Launched operation of the 3 rd Unit with a Production Capacity of 1,400 MT/Day Launched operation of the 2 nd Unit with a Production Capacity of 800MT/Day Started commercial operation with a Production Capacity of 600 MT/Day Incorporated as a Public Limited Company 13

15 Corporate Profile CORPORATE PROFILE Company Name : M. I. Cement Factory Ltd. Company Registration No. : C27586 (1432)/94 Country of Incorporation : Bangladesh Legal Form : Public Limited Company Nature of Business : Manufacturing and Marketing of Portland Cement and Portland Composite Cement. Board of Directors Chairman: Mr. Mohammed Jahangir Alam Managing Director Alhaj Md. Khabiruddin Mollah Director Mr. Md. Alamgir Kabir Mr. Mollah Mohammed Majnu Mr. Md. Mizanur Rahman Mollah Mr. Md. Almas Shimul Independent Director Mr. Golam Mohammad Prof. Dr. Shaikh Shamsuddin Ahmed Audit Committee Chairman: Mr. Golam Mohammad Member Mr. Md. Alamgir Kabir Mr. Mollah Mohammad Majnu Mr. Md. Mizanur Rahman Mollah Member Secretary Mr. Md. Mozharul Islam, FCS Head of Internal Audit Mr. Md. Ziaul Alam, ACA Human Resources Chief Executive Officer Mr. Masud Khan, FCA, FCMA Permanent: 1,225 Persons Casual: 77 Persons Company Secretary Mr. Md. Mozharul Islam, FCS Chief Financial Officer Mr. Shahriar Istiaq Halim, FCA Members Composition Sponsors & Directors: 67.08% Foreigners: 0.43 % Institutes: % General Public: 14.97% No. of Shareholders: 34,554 14

16 Corporate Profile Associate Companies Crown Mariners Ltd. Crown Transportation and Logistics Ltd. Crown Power Generation Ltd. Crown Cement Concrete and Building Products Ltd. Crown Polymer Bagging Ltd. Share Capital Authorized Capital: Tk. 5,000 million Subscribed Capital: Tk. 1,485 million Paidup Capital: Tk. 1,485 million Insurers Lenders One Bank Ltd. Prime Bank Ltd. Eastern Bank Ltd. HSBC. Jamuna Bank Ltd. IFIC Bank Ltd. Standard Chartered Bank Bank Alfalah Ltd. United Commercial Bank Ltd. Habib Bank Ltd. Shahjalal Islami Bank Ltd. Pubali Bank Ltd. BRAC Bank Ltd. Dhaka Bank Ltd. IPDC Finance Ltd. Green Delta Insurance Company Ltd. Pioneer Insurance Company Ltd. Rupali Insurance Company Ltd. Chartered Life Insurance Ltd. Auditors Statutory Auditor: M/s. Syful Shamsul Alam & Co., Chartered Accountants Corporate Governance Compliance Auditor: M/s. ACNABIN, Chartered Accountants Contacts Registered Office: West Mukterpur, Munshiganj Head Office: Delta Life Tower (3 rd & 6 th floor), Plot No. 37, Road No. 45 (South) & 90 (North), Gulshan 2, Dhaka 1212, Phone : , , , , Fax : info@crowncement.com Web : 15

17 Board of Directors BOARD OF DIRECTORS Sitting from left: Mr. Mohammed Jahangir Alam (Chairman), Alhaj Md. Khabiruddin Mollah (Managing Director) Standing from right: Mr. Md. Alamgir Kabir (Director), Mr. Md. Almas Shimul (Director), Prof. Dr. Shaikh Shamsuddin Ahmed (Independent Director), Mr. Mollah Mohammad Majnu (Director), Mr. Golam Mohammad (Independent Director), Mr. Md. Mizanur Rahman Mollah (Director), Mr. Md. Mozharul Islam, FCS (GM & Company Secretary) 16

18 Profile of the BOD PROFILE OF THE BOARD OF DIRECTORS Crown Polymer Bagging Limited, Crown Mariners Limited, Crown Transportation & Logistics Limited and GPH Ship Builders Limited. He is the Managing Director of GPH Ispat Limited, GPH Power Generation Limited, GPH Steels Limited, GPH Engineers & Development Limited, Indo Steel ReRolling Industries Limited, Jahangir & Others Limited and Chittagong Capital Limited. He is also the Director of Premier Cement Mills Limited, Premier Power Generation Limited, Asia Insurance Ltd. and Chartered Life Insurance Limited and Crown Cement Concrete and Building Products Limited and National Cement Mills Limited. As a part of social activities he is actively involved with the following social organizations: Founder Member of Independent University of Bangladesh (IUB), Chittagong, Bangladesh Vice President of Gulshan North Club Limited Life Member of Chittagong MaaoShishu Hospital Member of Bangladesh German Chamber of Commerce and Industry Mr. Mohammed Jahangir Alam Chairman Mr. Mohammed Jahangir Alam is a man of Wisdom and energetic businessman. After completing education from Government College of Commerce, Chittagong, Bangladesh in 1980 started his career by joining in a private service. He has derived vast proficiency in trading in Iron & Steel, Cement, Bitumen, C.I. Sheet, Zinc Ingot, Capital Market, Industrial Ventures etc. Initially he established his business house named Jahangir & Others in 1987 which was subsequently incorporated as Jahangir & Others Limited in He has established himself as one of the business leaders in Bangladesh. He is a Sponsor Director and present Chairman of M. I. Cement Factory Limited, Crown Power Generation Limited, Executive Director of Auto ReRolling and Steel Mills Association General Secretary of Chattagram IronSteel Utpadak and Banik Samity Member of Bangladesh ExCadet Association Life Member of Bangladesh National Society for the Blind Life Member of Bhatiary Golf & Country Club Life Member of Gulshan Society Vice President of Gulshan Joggers Society General Member of FBCCI Life Member of Banani Club Limited Life Member of Dhaka Boat Club Limited Mr. Mohammed Jahangir Alam is a man of commitment which he strongly maintains in his day to day business activities. 17

19 Profile of the BOD Alhaj Md. Khabiruddin Mollah Managing Director Alhaj Md. Khabiruddin Mollah is a seasoned and experienced businessman. He is running several industrial units as their Managing Director viz. M. I. Cement Factory Ltd., Crown Power Generation Ltd., Molla Salt (Triple Refined) Industries Ltd., Crown Polymer Bagging Ltd., Crown Mariners Ltd. He had been actively involved with import & trading of Cement for the last 55 years. Mr. Mollah with active support of the other Directors, and shareholders, who are his close family members, have expanded the trading activities of the group and deals with various commodities such as Iodized Salt, Rod, C. I. Sheet and steel structural, Supported by a big warehouse at Pagla, they have set up a big network of wholesale and retail outlets at various points of Dhaka and Chittagong. He is resourceful member of the Company. Mr. Mollah Mohammad Majnu Director Mr. Mollah Mohammad Majnu is a Sponsor Director of M. I. Cement Factory Limited. He obtained Masters Degree in Science from Dhaka University. He is an active partner running Iodized Salt processing units namely M.M. Salt Industries Limited and Molla Salt (Triple Refined) Industries Limited and marketing the product in the name of "Molla Salt.", a household name. At present he is holding the position of the Additional Managing Director (Operations) in the management of the Company. He is one of the members of the Board s Audit Committee of the Company. He is the Managing Director of Crown Transportation & Logistics Ltd. He is also the director of Crown Power Generation Ltd., Crown Polymer Bagging Ltd., Crown Mariners Ltd., Crown Cement Concrete and Building Products Ltd. and Beta One Investment Ltd. 18

20 Profile of the BOD Mr. Md. Alamgir Kabir Director Mr. Md. Alamgir Kabir having educational background of MBA in Marketing is a Sponsor Director and at present Additional Managing Director of M. I. Cement Factory Limited. Having about three decades of business experience in both trading and manufacturing sectors, he has proved his wisdom and leadership in business. He is also one of the members of the Board s Audit Committee of the Company. At present he is the Chairman of GPH Ispat Limited. He holds the position of the Managing Director of Crown Cement Concrete and Building Products Limited. He is also the Director of Premier Cement Mills Limited, Premier Power Generation Limited, Crown Power Generation Limited, Crown Polymer Bagging Limited, Crown Mariners Limited, Crown Transportation & Logistics Limited, GPH Power Generation Limited, GPH Ship Builders Limited, GPH Steels Limited, GPH Engineers & Development Limited, Jahangir & Others Limited, Chittagong Capital Limited, Indo Steel ReRolling Industries Limited and National Cement Mills Limited and actively participating in their management. He is also running his trading house, engaged in trading of cement and other construction materials. He is also associated with some limited companies engaged in trading with his brothers. Besides success in business Mr. Kabir has also been proving his commitment to the society by attaching himself in Social activities like: Vice President, Bangladesh Cement Manufacturers Association Member, Army Golf Club President, Munshiganj Unnayan Forum Life Member, Bangladesh Red Crescent Society Mr. Md. Mizanur Rahman Mollah Director Mr. Mizanur Rahman Mollah is a Sponsor Director of M. I. Cement Factory Ltd. who is actively participating in different entity s Management as a Director of Crown Polymer Bagging Ltd., Crown Mariners Ltd., Crown Power Generation Ltd., Crown Transportation and & Logistics Ltd., M.M. Salt Industries Ltd. and Molla Salt (Triple Refined) Industries Ltd. He is also one of the members of the Board s Audit Committee of M. I. Cement Factory Ltd. Together with his other family members, he has been carrying out the trading operations from their reputed organization, dealing in Cement and other construction Materials. 19

21 Profile of the BOD Mr. Md. Alams Shimul Director Mr. Md. Almas Shimul went to Japan for his career development. After two years successful completion of job in a Japanese IT company he returned to Bangladesh and joined in family business. During his business history he holds the Directorship of M. I. Cement Factory Limited, Crown Polymer Bagging Limited, Crown Mariners Limited and Crown Power Generation Limited, Crown Transportation & Logistics Limited and Crown Cement Concrete and Building Products Limited. He holds the Chairmanship of Indo Steel ReRolling Industries Limited and the Additional Managing Director of GPH Ispat Limited. He is the Director of GPH Power Generation Limited, GPH Ship Builders Limited, GPH Engineers & Development Limited, Chittagong Capital Limited, Jahangir & Others Limited and GPH Steels Limited. Together with his brothers, he has been carrying out the trading of construction materials like Cement, MS Rod, CI Sheet etc. from their different trading houses from Chittagong Centre. He is also actively involved with the following social organizations: Region Chairperson Lions District 315B4, Bangladesh President, Chittagong Friends Club Joint Secretary, Chittagong Islamia College Ex. Student Forum Executive Member, Khulshi Club, Chittagong Founder Member, Idris Ali Matbar Foundation, Munshiganj Life Member, Bhatiary Golf and Country Club, Chittagong. Mr. Golam Mohammad Independent Director Mr. Golam Mohammad is an M.A. in Economics from Dhaka University, is one of the two Independent Directors of M. I. Cement Factory Ltd., who has a huge working experience in the several corporate organizations. He started his career in Industrial Development Bank of Pakistan in the year 1967 where he worked for 4 (Four) years. After the Independence in 1971, the IDBP was repatriated in Bangladesh in the name of Bangladesh Shilpo Bank (BSB) where he worked from 1971 to 1992 in different capacities, like Development Financing, General Banking, Central Accounts Department, Project Appraisal Department, Board Department and External Assistance Department (EAD). Letter on, he was a General Manager and Deputy General Manager in Ahad Cement Factory Ltd. for the period from and respectively. He is also the Chairman of the Board s Audit Committee of M. I. Cement Factory Ltd. 20

22 Profile of the BOD Professor Dr. Shaikh Shamsuddin Ahmed Independent Director Professor Dr. Shaikh Shamsuddin Ahmed is one of the two Independent Directors of M. I. Cement Factory Ltd. He is at present Professor in the Department of Finance, University of Dhaka. He was a Senior Economist and Economist in South Asia Human Development under The World Bank for the period from and respectively. He completed his M. Com. from the Finance Department of University of Dhaka in the year He also achieved his Ph. D from The Business School, University of Birmingham, UK. Mr. Md. Mozharul Islam, FCS Company Secretary Mr. Md. Mozharul Islam has completed his Graduation (Honours) and Masters in Accounting in the year 1983 and 1984 respectively. He has completed his Chartered Accountancy Course and passed the Intermediate Examination. He also studied Executive MBA. He also completed Chartered Secretarial Education from the Institute of Chartered Secretaries of Bangladesh (ICSB). He became a Fellow Member of this Institute. He started his career with United Insurance Company Ltd., a Public Limited Co. listed with the Stock Exchange of Bangladesh and, a concern of Duncan Brothers (Bangladesh) Ltd. (which is a 100% British holding in Bangladesh), where finally he worked as Head of the Finance & Accounts Department and as the Company Secretary. He served at a Dhaka Stock Exchange Member Company as a Key Official. He also worked at AB Bank Ltd. in the rank of Vice President. He Joined M. I. Cement Factory Ltd. in the early of

23 Sponsors Shareholders SPONSOR SHAREHOLDERS Sitting from left: Mr. Mohammed Jahangir Alam, Alhaj Md. Khabiruddin Mollah, Alhaj Md. Abdur Rouf Standing from right: Mr. Md. Alamgir Kabir, Mr. Mollah Mohammad Majnu, Mr. Md. Abdul Ahad, Mr. Md. Almas Shimul, Mr. Md. Mizanur Rahman Mollah, Mr. Md. Ashrafuzzaman 22

24 Audit Committee AUDIT COMMITTEE Standing from left: Mr. Md. Alamgir Kabir, Mr. Mollah Mohammad Majnu, Mr. Md. Mizanur Rahman Mollah, Mr. Golam Mohammad 23

25 Profile of the CEO PROFILE OF THE CEO Mr. Masud Khan, FCA, FCMA Chief Executive Officer Mr. Masud Khan was born in Chittagong. He did his schooling in Kolkata and thereafter graduated from St. Xavier s College, Kolkata. He qualified as a Chartered Accountant from The Institute of Chartered Accountants of India after serving as an Articled Assistant of Price Waterhouse Coopers (PWC), Kolkata, and qualified as a Cost and Management Accountant from The Institute of Cost and Works Accountant of India. He secured the 2nd position in India and 1st position in the Eastern Region in the Intermediate Examination of The Institute of Chartered Accountants of India. Mr. Khan has more than 38 years of professional experience in the different key positions in several multinational companies including Price Waterhouse Coopers (PWC), Kolkata; Monrovia Tobacco Corporation, Liberia; British American Tobacco Bangladesh Company Ltd. and LafargeHolcim Bangladesh Ltd. In LafargeHolcim he served as the Chief Financial Officer since Prior to joining the M. I. cement Factory Limited (Crown Cement Group), he was the advisor to the CEO of LafargeHolcim Bangladesh Ltd. He also worked in several key positions and fields at British American Tobacco Bangladesh Company Limited for more than 18 years.he is also serving as Independent Director of three multinational companies, such as Glaxo SmithKline Bangladesh Limited, Marico Bangladesh Limited and Berger Paints Bangladesh Ltd. and one local company (Viyellatex Limited). He is actively involved in improving the education in schools and colleges in his native village at Chunati in Chittagong. He is also the guest faculty of the Institute of Chartered Accountants of Bangladesh (ICAB). He joined M. I. Cement Factory Ltd. as Chief Executive Officer (CEO) on 1 November

26 Advisory Panel ADVISORY PANEL Standing from left: Major General Engr. Hameed Al Hasan (Retd.), Engr. Md. Shah Alam, Engr. A. Majid Chowdhury, Mr. Shankar Kumar Roy 25

27 Management Team MANAGEMENT TEAM Sitting from left: Engr. Saiful Alam (Executive DirectorFactory Oparations), Mr. Masud Khan, FCA, FCMA (Chief Executive Officer), Mr. Md. Habibur Rahman Mollah, FCA (Executive Director Corporate) Standing from right: Mr. Mosheul Islam, GM (IT), Mr. Shahriar Istiaq Halim, FCA, GM & Chief Financial Officer, Mr. Md. Ziaul Alam, ACA, GM (Internal Audit), Mr. Mahfuzul Hoque, GM (Supply Chain), Engr. Md. Sahidur Rahman, Sr. GM (Marketing & Sales), Engr. A.S.M Fahim Uddin, Sr. GM (Technical), Capt. Hashem Ahmed, Sr. GM (Shipping), Mr. Md. Mozahraul Islam, FCS, GM & Company Secretary, Mr. A. B. M. Yusuf Ali Khan, GM (HR) and Mr. Shaikh Md. Abul Kalam, GM (Administration) 26

28 GLIMPSE OF THE 3 RD EGM Glimpse of the 3 rd EGM Director s & Management attended in the 3 rd EGM Partial view of the Member s attended in the 3 rd EGM Member s participated on the discussion of the 3 rd EGM M.I. CEMENT FACTORY LTD. I Annual Report I

29 Glimpse of the 22 nd AGM GLIMPSE OF THE 22 ND AGM Director s & Management attended in the 22 nd AGM Partial view of the Member s attended in the 22 nd AGM Member s participated on the discussion of the 22 nd AGM 28

30 Statement from the Chairman STATEMENT FROM THE CHAIRMAN Respected Members, It is a great pleasure for me to be enable to submit, on behalf of the Board of Directors, the Annual Report for the year containing the Directors Report, Independent Auditors Report and Financial Statements as required under the Companies Act, 1994, the Listing Regulations of the Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited and Regulations of the Bangladesh Securities and Exchange Commission for consideration and approval thereof by you at this 23 rd Annual General Meeting. Bangladesh Cement Industry has been observing stable growth in the recent years because of steady pace of urbanization and construction of large infrastructure projects. Focusing on upcoming infrastructure development activities, your company has increased its production capacity which leads robust growth opportunity in the long run. M.I. CEMENT FACTORY LTD. I Annual Report I

31 Statement from the Chairman As we said earlier regarding our plan for expansion of our production capacity by setting up of the 5th Unit in addition to our existing 4 (four) No. of Units. We are delighted to inform you that sitting up of the new 5 th Unit has already been completed and meantime the production has already been started. The new 5 th Unit s additional installed production capacity is 5,200 MT/day, which has raised the existing 5,800 MT/day production capacity to 11,000 MT/day. We are very optimistic that this added production capacity will help us to raise our existing market share to a new height in the coming days. You will be happy to learn that inspite of the stiff competition in selling of Cement your Company had made the higher revenue in the current your of Tk Crore as against Tk Crore of the last year, but due to some increased expenditure in the year under reference the Net Profit after tax stood at Tk Crore as against of Tk Crore of the last year. You will appreciate that we are accountable for providing quality products & excellent services along with meeting the strict requirements of regulatory standards and ethical business practices. Apart from profit making, your Company equally emphasizes its obligation towards the Society. You would be happy to note that we have been continuing various activities to perform Corporate Social Responsibility. We believe that the highest standards of corporate governance are critical to the success of our business today. Good governance underpins the delivery of our strategy to become the best at what we do and generate sustainable returns for shareholders. The Board of Directors commits itself to ensuring good governance is embedded in the thinking and processes of the business. We are committed to deliver the best value to our shareholders via consistent dividend payments. In line with this, the Board of Directors proposed 20% Cash Dividend i.e. Tk per ordinary share of Tk each. We gratefully acknowledge the valuable help and advice that we have always received from our esteemed shareholders, not only during the deliberations in the Annual General Meeting but at other times as well. Thank you for interest in M. I. Cement Factory Ltd. Mohammed Jahangir Alam Chairman 30

32 MD s Message MANAGING DIRECTOR S MESSAGE Distinguished Shareholders, Assalamu Alaikum WaRahmatullah. This is my pleasure to welcome you all to the 23 rd Annual General Meeting of M. I. Cement Factory Limited. It is the event when we all the Shareholders of our Company meet together, exchange our views for betterment, development of our business and gradual progression toward overall growth of our Company. The present growth of our Company is the combined effort of all of us. We will continue our endeavor to take the Company to a remarkable position in the days ahead. If we look at the Revenue of our current year, we will see a good increase in volume of Revenue compared to the last year, though the market was very competitive. We can see also the enhancement in the amount of Net Asset Value of the Company at the end of this year than that of the previous year. M.I. CEMENT FACTORY LTD. I Annual Report I

33 MD s Message You would be happy to note that the growth potential of the Cement Industry in Bangladesh is enormous, as it is seen from the Per Capita Cement Consumption in Kilo Gram (KG) in Bangladesh compared to the neighbouring countries, such as Bangladesh 120 KG, India 130 KG, Pakistan 170 KG, Srilanka 310 KG, Malaysia 320 KG, China 1700 KG. Moreover, the urbanization and Large Infrastructure Project related works, as have been projected so far, make us hopeful to flourish the Cement Industry in Bangladesh further. Finally, I would like to express my appreciation for the hard work and commitment shown by the company's management team and employees, who continue to channel their considerable talents to build an everstronger business. Alhaj Md. Khabiruddin Mollah Managing Director 32

34 DIRECTORS' REPORT

35 Directors Report Directors' Report to the Members for the year ended 30 June 2017 The Board of Directors of M. I. Cement Factory Limited (MICFL) welcomes you to the 23rd Annual General Meeting (AGM) of the Company. It is our pleasure to place herewith the Directors Report and the Auditors Report along with the Audited Financial Statements of the Company for the year ended 30 June 2017 for your valued consideration, approval and adoption. The Directors Report is prepared in compliance with the provisions of Section 184 of the Companies Act, 1994 and the Listing Rules of the Dhaka Stock Exchange Limited (DSE) and the Chittagong Stock Exchange Limited (CSE) and Bangladesh Securities and Exchange Commission s (BSEC) Notification No. SEC/CMRRCD/ /134/Admin/44 dated 7 August Industry Outlook and Possible Future Development in the Industry Bangladesh is one of the fastest developing countries in the world with a GDP of around 7%. Thus, expecting a growth in demand for cement is considered logical and is thus expected to have major infrastructure, housing and services development in the coming years. The cement sector of Bangladesh has been considered as the 40th largest market in the world. Moreover, every month on an average 15,00020,000 MT of cement is being exported by the industry. Bangladesh s economic growth is reflected by acceleration in urban development, with the construction of houses, apartment blocks, road infrastructures and public facilities. The country s increasing urbanization has stimulated the building materials sector and has generated considerable demand for cement with a CAGR of around 10% in the past decade. Risk Factors There are various risk factors associated with carry out of the activities of the Company. Although, the risks of the industry are continuously evolving, the Company has taken reasonable steps to identify material risks that could have hampered the Business of the Company and had adopted preventive measures in this respect. (a) Credit risk Credit risk have the peculiarity that failure to perform obligation by one party brings about financial loss to the other related party or parties. Credit risk is the risk that one party to a financial instrument would cause a financial loss for the other party by failing to discharge an obligation. It mainly comprises of receivables from customer, trade and investment securities. To avert the credit risk against trade receivable the Company has a policy to obtain security instruments from credit availing customers. (b) Liquidity risk Liquidity risk is the risk that the Company might encounter difficulty in meeting the obligations associated with its financial liabilities that have to be settled by delivering cash or another financial assets or liabilities. The Company's approach in managing liquidity is to ensure that it will always have sufficient liquid assets to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Company's reputations. 34

36 Directors Report (c) Market risk Market risk is defined as the risk that the fair value or future cash proceed of a financial instrument will adversely fluctuate because of changes in market prices. The objective of market risk management is to manage and control risk exposures within acceptable parameters while optimising the return. Market risk comprises three types of risks: Currency Risk, Interest Rate Risk and Commodity Risk. (i) Foreign currency risk The risk that the fair value of future cash proceeds of a financial instrument might fluctuate because of adverse changes in foreign exchange rates. The Company is exposed to currency risk on its certain short and longterm debts and purchases that are denominated in foreign currencies. (ii) Interest rate risk Interest rate risk arises from the fluctuation of interest rate assigned with certain financial asset or liabilities. Exposure to interest risk of the Company at the reporting dates is only related with outstanding offshore loan/commitment having its relation to LIBOR plus interest rate. (iii) Commodity risk Commodity risk arises from fluctuation of value of commodity in terms of price, quantity, cost and political condition of the market from or to which the Company procure or sell product respectively. Exposure to commodity risk of the Company at the reporting date may not be significant. With general risks and all other categories of risks discussed above, it may be deemed that the Company is in almost safe and risk free position. In addition, the best that can be achieved is reasonable management of the risk to which the Company is exposed through a sound management process based on most accurate, timely and comprehensive management information available. Company s Operations: The total installed capacity and actual output of the Company for the year ended 30 June 2017 compared to 30 June 2016 was as follows: Particulars Installed Capacity Actual Output Capacity Utilization Growth of actual output in ,740,000 MT 1,740,000 MT 1,565,522 MT 1,470,088 MT % % 6.49 % 35

37 Directors Report The trend of Production in line with Installed Capacity of last five years is given below: Actual Production (in MT) 1,470,028 1,272, % 73.10% 68.63% 53% 926, % 1,194,079 1,565, During the years the Installed Capacity was 1,740,000 Metric Tons/year Sales Performance Over the years the Company enjoyed an increase of its sales revenue. This revenue enhancement is a combination of the superior quality of our products and value added services, the strength of our distribution channel and the promotional activities adopted by the Company. The quality of our products are rigorously monitored in order to ensure that these exceeds the parameters set in the standards like ISO 9000:2008, Bangladesh Standards & Testing Institution (BSTI) and Bureau of Indian Standards (BIS). A graphical view of sales performance of last five years is given below: Revenue (in million Taka) 7,991 8, ,017 9,440 6,

38 Directors Report The Company faced stiff competition from major players in the industry who increased capacity considerably widening the gap between supply and demand thereby creating pressure on prices to utilize their excess capacity. Despite such intense competition, your company has successfully weathered this storm and increased revenue over the previous year. During the Financial year , sales volume increased by 10.36% in the year over the year Domestic Sales Revenue increased by 4.22% and Export Sales Revenue increased by % respectively compared to that of previous Financial Year Sl. No. Amount in BDT Particulars Domestic Sales 2 Export Sales Total Amount in Quantity (Metric Ton) ,949,178,857 8,586,857,080 1,562,873 1,422, ,641, ,691,549 92,485 77,055 9,439,820,021 9,016,548,629 1,655,358 1,500,007 Overall Company Performance Gross Profit decreased by 2.95% from Tk. 1,659 million to Tk. 1,610 million. Despite an increase of 4.69% on turnover, cost of sales increased by 6.42% compared to that of the previous year mainly brought about by escalation in prices of clinker and other cementitious materials. Faced with intense competition including significant brand spend by our competitors and the continued need to invest in building the brand, Selling and Distribution Expenses increased by 13.25% compared to last year. Despite the above adverse factors, decline in Operating Profit was contained at 7.22% with control over other areas of cost. Remunerations of Directors Two of the Directors namely Mr. Md. Alamgir Kabir and Mr. Mollah Mohammad Majnu who are entrusted with some specific responsibilities of Additional Managing Directors are contributing their mite with their conscious performance in running the Company, in addition to Managing Director. While Mr. Md. Alamgir Kabir is looking after Marketing & Sales and Finance, Mr. Mollah Mohammad Majnu is looking after Factory Operations. The Directors remuneration, Meeting Attendance Fees has been mentioned in the Note No , and of the Notes to the Financial Statements. The System of Internal Control The Board of Directors assures its Shareholders that the Company has a competent risk management process to ensure that the system of internal control is sound in design and has been effectively implemented and monitored. Although it is possible that all risks to the business are not known at present, the Company takes reasonable steps to identify material risks that may likely to hamper business. It systematically reviews these risks control measures in the light of changing internal and external environment. Dividend Recommendation Considering the Business growth of the Company, the Board of Directors in their meeting held on 22 October 2017 has recommended cash 20% i.e. Tk (Taka two) only per share of Tk each aggregating to Tk. 297,000, for the year ended 30 June 2017 subject to the approval of the shareholders' in the Annual General Meeting scheduled to be held on 4 December

39 Directors Report The appropriation of the Net Profit earned during the year is made in the following manner: Particulars Amount (Taka) 1,299,350,972 Retained earnings (Carried forward from previous year) 35,588,759 Add: Revaluation Reserve and deferred tax liability realized Total Reserve 1,334,939,731 Add: Net Profit for the year 661,079,097 Total funds available for appropriation 1,996,018,828 Less: Proposed Dividend: Cash 20% 297,000,000 1,699,018,828 Undistributed Profit The Board of Directors of M. I. Cement Factory Ltd. is committed to ensure maximization of shareholders wealth over the long term by adequate returns on the capital invested by them. The graphical view of Net Asset Value (NAV) of last five years of your company is given below: Net Asset Value (in million Taka) 6,725 5,594 5,675 5, , Director s Election and Reappointment Pursuant to the provisions of the Companies Act, 1994 and Clause No. 81 of the Articles of Association of the Company onethird of the Directors shall retire by rotation in every Annual General Meeting. Accordingly, 2 (two) Directors of the Company will retire in the 23rd Annual General Meeting. The Retiring Directors are: 1. Mr. Mohammed Jahangir Alam 2. Alhaj Md. Khabiruddin Mollah Being eligible they offer themselves for reelection. A brief profile of the Directors are disclosed in AnnexureIV as per clause 1.5 (xxii) of BSEC Notification date 7 August

40 Directors Report Reappointment of the Managing Director Pursuant to the provisions of the Companies Act, 1994, the Managing Director shall retire after every 5 (five) years. Accordingly, the Board of Directors in its meeting held on 22 October 2017 has reappointed Alhaj Md. Khabiruddin Mollah as Managing Director for further term of 5 (five) years w.e.f. 4 December 2017 as per the Companies Act, 1994 and seek General Members approval in the Annual General Meeting. Brief resume and other information of Alhaj Md. Khabiruddin Mollah is depicted in AnnexureIV. Directors Declaration as to Financial Statements The Directors are responsible for the governance of the Company and as part of preparation and presentation of the financial statements, the Directors confirm, to the best of their knowledge that: The financial statements, prepared by the Management of the Company, present fairly its state of affairs, the result of its operations, cash flows and changes in equity; Proper books of account of the Company have been maintained; Appropriate accounting policies have been consistently applied in preparation of the Financial Statements and that the accounting estimates are based on reasonable and prudent judgment; The International Accounting Standards (IAS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure has been adequately disclosed; Other Regulatory Disclousers The company s IPO was made in No further issue of any instrument was made during the year. As per IAS 1 Presentation of Financial Statements, no items of income and expense are to be presented as extraordinary gain or loss in the financial statements. The financial statements have been prepared accordingly. No significant variations have occurred between quarterly and final Financial results of the Company during The company s ability to continue as a going concern remains unhindered. The Financial statement have been prepared by the management of the Company. CSR Activities Your company recognizes the need for being a responsible corporate citizen. As a part of sustainable development, it takes seriously its corporate social responsibilities. Some of the CSR activities are detailed in AnnexureIX. Export Before 1995, Bangladesh was only importing cement. However, export of cement started in the year The brand that pioneered export was none other than Crown Cement, the brand of M. I. Cement Factory Ltd. Presently exports are also being carried out competing with the product of importing countries. Cement export data says that Crown Cement exported the major portion of the national export volume in cement and significantly contributes to country s economy by earning foreign currency. 39

41 Directors Report By taking a Bangladeshi product beyond the Borders, Crown Cement is the only brand, which has been awarded with National Export Trophy (Gold) twice consecutively for the years and and National Export Trophy (Bronze) in the year During the Financial year under review we earned foreign exchange to the tune of about Tk million. Information Technology (IT) Your company strongly believes that IT is a business enabler and will be a game changer for the future. Crown Cement Group s Information Technology (CCGIT) has been playing a very important role in ensuring sustainable growth of the company. In parallel to the management s Vision 2020, the department embarked SAP Version S4HANA during the fiscal year. The project was successfully implemented and considered as first of its kind in Bangladesh using IBM s Power Systems platform. A stateofthe art Data Centre with separate Power Distribution and Network Switch Room have been commissioned in CCG s new corporate office at Gulshan, Dhaka to provide ease of access to the sophisticated network without compromising with the security. The Data Centre is awaiting certification from Panduit, a leading global manufacturer of physical IT infrastructure and network equipment. Our next effort will be on ensuring zero downtime in network operations. We have already obtained several redundant and concurrent connectivity by fiber optic and radio to our factory and nationwide RMC s as well. CCGIT also extended its support to the Programmable Logic Controller (PLC) devices and software, currently operating in various locations of the country. Human Resources: M. I. Cement Factory Limited is a Company where employees enjoy working with pride and are strongly motivated to gain and maintain professional excellence to convert the human resource into human capital. We, at M. I. Cement Factory Limited, carefully manage a learning environment, career development strategy and talent management. The organization strives to provide an environment where employees enjoy working that unleashes the best in them. We offer a competitive compensation package. We relentlessly look for individuals with quality education, teamspirit, drive for professional excellence, creative approaches who can, in turn, produce desired end result. The manpower of our Company of last five years is shown to the following graph: Human Resources 1,302 1,

42 Directors Report Safety, Health and Environment Environment, Health and Safety is a vital part of Crown Cement s Journey towards sustainable and safe development. Our goal Is to ensure 0 Harm to people keeping Health and Safety as a core principal of the business. We believe in visible leadership and accountability for Health and Safety at all levels throughout the organization. The Company is accountable for prevention of Injuries and Occupational Illness. Injuries and Occupational Illness is being minimized through continuous training and development of all employees. We also provide job specific Personal Protective Equipment (PPE) to all employees and contractors which in turn ensures a strong safety culture. With all these attributes in plan, our target is to achieve the ISO14001 EMS (Environmental Management System) and OHSAS18001 (Occupational Health and Safety Assessment Series) certifications within the quickest possible time. Contribution to the National Exchequer During the Accounting year ended 30 June 2017, the Company has contributed Tk. 2,237 Million to the National Exchequer through following manner: Particulars Advance Income Tax VAT ,359 1,378 1,196 1, ,237 2,230 2,071 1,970 1,667 Customs Duty Total Independent Directors As per the Corporate Governance Guidelines dated 7 August 2012 issued by the Bangladesh Securities and Exchange Commission (BSEC), considering 6 (Six) Shareholder Directors in the Board, two Independent Directors have been appointed, namely Mr. Golam Mohammad a retired Corporate Official with vast experience. Another Independent Director Professor Dr. Shaikh Shamsuddin Ahmed, Professor of Finance Department, Dhaka University. It may be mentioned here that the above noted two Independent Directors are going to complete their second year of their second tenure. Post Balance Sheet Events Subsequent to the Balance Sheet date, the Board of Directors has recommended a Cash Dividend of 20%. Mr. Masud Khan, FCA, FCMA has joined the Company as Chief Executive Officer (CEO) on 1 November The Audit Committee of the Board The Audit Committee reviews the quarterly, halfyearly and annual Financial Statements and statements of related party transactions. Also, it reviews adequacy and effectiveness of financial reporting process, accounting policies, internal control and risk management process. It is also responsible for overseeing the Management Letter along with performance, appointment and reappointment of external auditors. Currently, our Audit Committee consists of the following Directors: 41

43 Directors Report Sl. No. Name Position Status Independent Director Chairman 1 Mr. Golam Mohammad 2 Mr. Md. Alamgir Kabir Director Member 3 Mr. Molla h Mohammad Majnu Director Member 4 Mr. Md. Mizanur Rahman Mollah Director Member 5 Mr. Md. Mozharul Islam, FCS Compan y Secretary Member Secretary Auditors The existing Auditors of the Company M/s. Syful Shamsul Alam & Co., Chartered Accountants shall retire at the 23rd Annual General Meeting. Being eligible, they have expressed their willingness to be reappointed as External Auditor for the year ending 30 June The Board of Directors has accepted the willingness of M/s. Syful Shamsul Alam & Co., Chartered Accountants for reappointment as External Auditors for the year ending 30 June 2018, which is being placed in the 23rd Annual General Meeting. Governance, Ethics and its Compliance Good governance and ethical conduct provide the foundation for everything we do at M. I. Cement Factory Ltd. They help us earn trust, manage risks, foster sustainable growth, and build a resilient business. We aim to tackle challenging issues head on, make our communications and processes simple, hold everyone accountable, and empower all our employees to do what s right. Our Code of Business Conduct as well as our internal ethics upkeeps and tailored training, helps employees make ethical decisions. We believe continuous supervision in every business practice is the key to sustain in a leadership role. Therefore, our Company is directed, administered and complied with the set of laws, policies and procedures exerted in Bangladesh Securities & Exchange Commission s (BSEC) Notification No. SEC / CMRRCD / / 134/ Admin/44 dated 7 August 2012, Companies ACT, 1994 and the Listing Regulations, 2015 by Dhaka Stock Exchange Ltd. The Directors declaration, Pattern of Shareholding and MD s & CFO s declaration to the board for the year ended 30 June 2017 are appended as Annexure I, III and VI respectively. Further, the Corporate Governance Compliance Report and a Certificate of Compliance required under the said Guidelines, as provided by M/s. ACNABIN, Chartered Accountants is also annexed to this report as Annexure VII & VIII. Our Gratitude Our laudable performance of the year under review demonstrates the dedication and support to Company by our customers, employees, shareholders and all other stakeholders. In this context, the Board of Directors would like to extend its foremost regards and appreciation to the valued stakeholders of the Company for their continued patronage and guidance to the Company that brought this Company to its heights of success. We gratefully acknowledge the valuable help and advice that we have always received from our esteemed shareholders, not only during the Deliberations of the Annual General Meeting, but at other times as well. We greatly value the unstinting and ready support and cooperation of our clients and we assure them that it will be our constant endeavor to prove worthy of the trust they have reposed in us. To them and to the growing member of our well wishers we offer our profound thanks. 42

44 Directors Report We also deeply appreciate the help and cooperation that we have received from the various Ministries, the Government of the People s Republic of Bangladesh, National Board of Revenue (NBR), Bangladesh Investment Development Authority (BIDA), Registrar of Joint Stock Companies and Firms (RJSC), Bangladesh Securities and Exchange Commission (BSEC), Central Depository Bangladesh Limited (CDBL), Dhaka Stock Exchange Limited (DSE), Chittagong Stock Exchange Limited (CSE), the Company s Bankers, Insurers and Financial Institutions, Vendors, the Press and Media and other Business Partners and its staff have always been very helpful and their advice and guidance have made it possible for us to run the affairs of the Company Smoothly. We would like to express our sincere thanks for extending their helpful hands. We are proud of the unswerving loyalty and devotion of our staff, whose drive, energy and skill have helped the Company to reach its present position. On behalf of the Board of Directors Dated, Dhaka 22 October 2017 Mohammed Jahangir Alam Chairman 43

45 cwipvjkgûjxi cöwz e`b cwipvjkgûjxi cöwz e`b 30 Ryb 2017 Zvwi L mgvß eq ii Rb Gg. AvB. wm g U d v±ix wjwg U Wi cwipvjbv cl ` Gi cÿ _ K Kv úvbxi 23 Zg evw lk mvaviy mfvq (GwRGg) Avcbv `i ^vmzg Avgiv Avb `i mwnz 30 Ryb 2017 Zvwi L mgvß A _ eq ii Rb Kv úvbxi cwipvjke `i cöwz e`bwu Avcbv `i m`q we epbv, Aby gv`b Ges MÖn Yi Rb ck KiwQ cwipvjbv c l` Gi cöwz e`b Kv úvbxi AvBb 1994 Ges evsjv `k wmwkdwiwur A vû G PÄ Kgwkb (wegwmbwm) weáwß bs GmBwm / wmggaviaviwmww / / 134 / cökvmb / 44 ZvwiL 7 AvM 2012 Zvwi Li cöweavb Abyhvqx ciwpvjbv cl `i cöwz e`b cö Z Kiv n q Q wm g U wkí Ges Gi fwel r m vebv `ªæZ Dbœqbkxj `k jvi g a 7% wrwwwc cöe w AR bkvix `k wnmv e evsjv `k Ab Zg Av jvp wrwwwc cöe w i mv _ mvgäm i L eû cwigv Y fšz AeKvVv gv wbg vy, DbœZ M nvqy I Ab vb cyi KvVv gv wbg v Y hyw³m½z Kvi YB AvMvgx eqi jv Z wm g U Gi Pvwn`v e w cöz vwkz evsjv ` ki wm g U LvZ we k 40Zg e nr e j cwimwyz n Q AwaKš, ez gv b evsjv `k n Z M o cöwzgv m 15,00020,000 gwuªk Ub cwigvy wm g U we ` k ißvbx n Q `ªyZ bmi Dbœqb, M n wbg vy, A vcvu g U wbg vy, iv ÍvNvU wbg vy, mviv ` k hvzvqv Zi myweavi Rb mikvix e e vcbvq fšz AeKvVv gv jv h_v wekvj cwikíbvq e n`vkvi mzz, KvjfvU, iv Ív wbg vy, Ab vb AeKvVv gv BZ vw` wbg v Y e vck nv i wm g Ui Pvwn`v e o Q GB mkj Kvi YB wemz `k K wm g Ui Pvwn`vi evwl K µgea gvb 10% nv i cöe w N U Q SuzwK mswkøó Drcv`bmg~n Kv úvbx cwipvjbvq eûwe` SuzwKi m ylxb n Z nq hw`i GB SuzwK wj cöwzwbqzb cwiez bkxj ZvB Kv úvbx GB mgm v wj wpwýz I Zvi gvkv ejv Ki Z A bk jv cöwzkvig~jk c` ÿc MÖnY K i Q (K) µwwu SuzwK (evwk Z weµ qi SuzwK) GB SuzwKi GKwU gvivz K we klz t GB h GK cÿ Zvi ev Zv `i `vq cwi kv a e _ n j Aci mswkøó cÿ jv Zvi weiƒc cöwzwµqvi A_ bwzk ÿwzi m ylxb nq GB `vq wji g a AšÍf~ ³ A bk jvi g a Av Q (K) LvZ Ki wbku cvibv, e emvwqk cvibv I `vq, wewb qvm `wjj BZ vw` Kv úvbx g~jzt cö_ gv³ SuzwKwUi m ylxb nq ekx Gi cövk mveavbzv wnmv e LvZ Ki KvQ _ K wewfbœ c `i RvgvbZ ivlv nq (L) Zvij SuzwK Zvij mgm vi m ylxb n j e emv cwipvjbv KwVb n q c i Q Zvij ^ízv nzz Kvb Kv úvbx e emvwqk m úk hy³ `vq wbim b e _ nq d j evrv i Zvi mybvg Aÿzbœ _v K bv, KvuPvgvj ev Ab e emvwqk mgmöx µ q e _ n Z cv i cwiyv g e emv ÿwzi m ylxb AeavweZ nq myzivs Avgv `i Kv úvbx Zvi AvIZvi Zvij m ú`, Gi ms vb h_v mgq h_vh_fv e ivl Z me mgq Zrci _v K (M) evrvi SzuwK evrvi SzuwK ej Z evsvq h Kvb A_ `wjj hv, fwel Z cöwzk~j fv e Aeg~j vwqz nq GUv GgbI eysvq h evrv ii Pvwn`vi ni d i weµqg~j Drcv`b e qi wb œ Ae vb bq evrvi SuywK e e vcbvi D Ïk n Q SzuwKi cwigvy mnyxq gvîvq ivlv Ges Zv wbqš Y Kiv, hv Kv úvbxi Avq K e w Ki e AviI e vckfv e wb j Gi g a AšÍf ~³ nq Kv iwý SzuwK, my `i nvi n«vme w i SyuwK, `ªe g~j DVvbvgvi SzuwK BZ vw` (1) ˆe `wkk gỳ ªv wewbgq SzuwK G SzuwKi ÿwz ZLbB nq hlb ˆe `wkk gỳ ªvq `vq A_ev m ú` _v K wkš weiƒcfv e Zvi wewbgq nvi cwiewz Z nq G Kv úvbxi G `vq Gov Z cv i bv, hw` ^í gqv`x ev `xn gqvw` FY ev Kvb µq ˆe `wkk gỳ ªvq _v K 44

46 cwipvjkgûjxi cöwz e`b (2) my `i nv ii SuzwK my `i nv ii SuzwK D ~Z nq Kvb Avw_ K m ú `i Dci my `i nv ii A_ev `vq kv ai e vcv i my `i nv ii cöwzk~j cwiez bi Kvi Y Kv úvbxi GB SuzwK AviI wbf i K i e `wkk FY `vq Aegy³ Kivi ÿ Î, GB nvimy jv mvaviyzt w ik Z nq ÔwjeiÕ Gi mv _ cöhy³ K i hvnv cövqktb cwiez bkxj (3) `ªe µq / Av`vbcÖ`v bi SuzwK `ªe wewbgq SuzwK D ~ Z nq evrvi cwiw wz, ivr bwzk Aw wzwkjzv ev Aw izv BZ vw` Kvi Y µq ev weµ qi ÿ Î `ª e i g~ j i Aw izvi cöwÿ Z Kv úvbxi Kvb wbw` ó wnmve mgvwßi Zvwi L Ô`ªe SuzwKÕ D jøl hvm cwigvy bvi n Z cv i mkj cökvi mvaviy SzuwK Ges Ab vb köyxi SzuwK wj hv Dc i D jøl Kiv n q Q G wji cöwzwui wecix ZB Kv úvbx SzuwKgy³ Ae v b Av Q e j aiv h Z cv i AwaKš, SzuwKi wecix Z hv fvjfv e cöwzkvig~jk e e v n Z cv i, Zv n jv SyuwK wj wbim b hyw³m½z e e v MÖnY mwvk I mg qvwpz Z_ msmön Ges mgwš^z e e vcbv c` ÿc MÖnY Kv úvbxi Kvh µg MZ ermi A_ vr 30 Ryb 2016 ermiv šíi Zyjbvq 30 Ryb 2017 el k li d v±ixi vwcz Drcv`b ÿgzv Ges Zrwecix Z Drcv`b wqj wb œiæct weeiy vwcz Drcv`b ÿgzv 1,740,000 gt Ub 1,740,000 gt Ub cök Z Drcv`b 1,565,522 gt Ub 1,470,044 gt Ub Drcv`b AR b 89.97% 84.49% wnmve eq i Drcv` bi cök Z cöe w i nvi 6.49% vwcz Drcv`b ÿgzvi wecix Z MZ 5 (cvup) eq ii Drcv`b aviv wb œ cö`ë n jvt cök Z Drcv`b ( gwuªk U b) 1,470,028 1,565,522 1,194,079 1,272, ,534 53% 68.63% 73.10% 84.49% 89.97% DcwiD³ ermi wj Z vwcz Drcv`b ÿgzv GKB ikgfv e wqj 1,740,000 gt Ub 45

47 cwipvjkgûjxi cöwz e`b weµq Kg KvÛ wemz K qk ermib Avgv `i Kv úvbxi weµq Avq e w c q Q GUv m e n q Q Kv úvbxi Kg KZ vkg Pvix `i GKwbó Kg m úv`bv, cwi ekb gva g wji `ÿzv, eûwea weávcb Kvh µg Ges m e vcwi c b i DbœZ bmz gvb m úbœ niqv we klzt AvB.Gm.I 9000:2008, evsjv `k ó vûvw m& GÛ Uwós Bbw wudkb (we Gm wu AvB) Ges eÿ iv Ae BwÛqvb ó vûvw m& (we AvB Gm) Gi gvb Abyhvqx hb wm g U ˆZix Kiv nq Zv Kv úvbxi gvb wbqš Y wefvm KZ K wbexofv e ch eÿy Kiv nq mswkøó wm g U köbxi Rb h gvb`û AvIZvq wbeübk Z, cök Zc ÿ gv bi cixÿvq µvdb wm g U Aby gvw`z gvb Dc iv³ gvb` Ûi A bk E aÿ B Ae vb K i MZ 5 (cuvp) eq ii weµq Kvh µg MÖvwdK evi c wz Z wb œ Dc vwcz n jvt 6,830 weµq _ K cövß Avq (wgwjqb UvKvq) 7,991 8,264 9,017 9, ez gv b ` ki wm g U wk íi e nr cöwzôvb jv cö Z KB wecyjfv e Zv `i wgj jvi m úªmviy NwU q Q, hvi `iæb Pvwn`vi Zzjbvq Drcv`b ÿgzv eû E aÿ Ae vb Ki Q, dj ^iæc Ges ^vfvwek fv eb wm g U evrv i Pvwn`vi Zyjbvq AwZwi³ wm g U evrv i AbycÖ ek NU Q, hvi cwiywz wn m e AbvKvw ÿz cöwz hvmxzvq wm g U evrvi n Q Aw wzkxj, hv gv UB Kvg bq wkš GB cöwzk~j AvenvIqv Avgv `i Kv úvbx ` pzvi mv _ gvk ejv K i Q Ges wemz eq ii Zzjbvq PjwZ erm i Avq e w c q Q we ep A_ eq i (201617) MZ eq ii Zzjbvq 10.36% nv i Avq e w c q Q wemz eq ii (201516) Zzjbvq Af šíixy Avq e w i nvi I ißvbx Avq e w i nvi wefvrb Ki j `uvovq h_vµ g 4.22% I 14.18% ZzjbvwU wb œi mviyx Z jÿ Kiv h Z cv it µwgk bs weeiy UvKvi A ¼ cwigvy ( gwuªk Ub) Af šíixb weµq 8,949,178,857 8,586,857,080 1,562,873 1,422,952 2 ewntwe k weµq 490,641, ,691,549 92,485 77,055 gvu 9,439,820,021 9,016,548,629 1,655,358 1,500,007 46

48 Kv úvbxi mvwe K Kg KvÛ cwipvjkgûjxi cöwz e`b m½z Kvi Y e q e w I Ab vb hyw³mövn Kvi Y Avq e v qi wnmv e hv `uvwo q Q Zvi weeiy n jv gvu gybvdv n«vm n q Q 2.95%, UvKvi As K 1,659 wgwjqb _ K 1,610 wgwjqb, weµq 4.69% e w c ji weµq e q MZ eq ii Zzjbvq 6.42% e w c q Q Gi KviY wnmv e D jøl h, KvuPvgv ji we klzt cöavb KuvPvgvj wk skvi Gi g~j e w, AviI ˆewk ó i g a MbYv Kiv hvq cöwz hvmx Drcv`K cöwzôvb jvi e vck eª vwûs e q, cö gvkbvj Kg Kv Û KíbvZxZ ZrciZv BZ vw` Zv `i m _ cvjøv w` q Avgv `i Ae vb myiwÿz Ki Z Abyiƒcfv e AMÖmi n Z n q Q, ZvB weµq I cwi ekb e q e w MZ eq ii Zzjbvq `uvwo q Q 13.25% GZ`m Ë I cwipvjb gybvdv 7.22% Gi AwaK K g bvb cwipvjk `i cvwi ZvwlK e e vcbv cwipvjk QvovI Kv úvbxi `ybrb cwipvjk AwZwi³ e e vcbv cwipvjk wn m e `vwqz cvjb Ki Qb Zuviv n jb Rbve gvt AvjgMxi Kwei I Rbve gvjøv gvnv ` grby cö_ gv³ R bi `vwqz Awc Z n q Q wecby I weµq Ges A_ e e vcbvi Ges wøzxq Rb d v±ix cwipvjbvi `vwq Z Av Qb cwipvjk `i m vbx, mfvq Dcw wzi wd BZ vw` weeiy Avw_ K weeiyxi bvu bs 27.05, Ges G wee Z Kiv n q Q Af šíixy wbqš Y c wz Kv úvbxi cwipvjbv cl ` m vwbz kqvi nvìvi `i Avk Í Ki Qb hv Q h, Kv úvbx cwipvjbvq h mg Í SzuwKi Aw ÍZ i q Q Z`mg~ ni gvkv ejv Kivi Rb Kv úvbx Z myôz SuywK e e vcbv Ges h_vh_ Kvh Kix myiÿvi c` ÿc Z_v Af šíixy wbqš b c wz Pvjy i q Q Ges Zv wbqwgz bri`vix Kiv n Q hw`i fwel Z KZ cökvi e emvq msµvší SzuwKi D e n Z cv i Zvi mg Í wj c~e v ý Abyaveb Kiv m e bq, Z e GUv wbwðz h, D³ SzuwK jv gvkv ejvi Rb Kv úvbxi e MZ I Kvh Kix c wz i q Q, hv Ae vi cwi cöwÿ Z cwiewz Z cöwzkvig~jk c` ÿc bqv hvq jf vsk msµvší cö Ívebv Kv úvbxi e emvi cöe w we epbvq Kv úvbxi cwipvjbv cl `i 22 A ±vei 2017 Zvwi Li cl ` mfvq bm` 20% ev kqvi cöwz (UvKv g~j gvb) 2.00 (`yb UvKv) wnmv e me gvu 297,000, UvKv (we ep A_ eq ii (201617) Rb jf vsk wnmv e cö Íve K i Q, hv AvMvgx 4 ww m ^i 2017 Zvwi L kqvi nvìvi `i Avmbœ 23Zg evwl K mvaviy mfvq Aby gv`b Kiv n e wnmve eq i AwR Z bxu jv fi e Ub wb œ cö`wk Z n jvt weeiy cyäxf~z jf vsk (c~e ez x eqi _ K) hvm: wif vjy qkb wirvf Ges wejw ^Z Ki`vq gvu wirvf hvm: PjwZ eq ii bxu jvf wefvrb hvm Znwej we qvm: cö ÍvweZ jf vsk: bm` jf vsk 20% nv i Aew UZ gybvdv cwigvy (UvKv) 1,299,350,972 35,588,759 1,334,939, ,079,097 1,996,018, ,000,000 1,699,018,828 Kv úvbxi cwipvjbv cl ` Kv úvbx Z kqvi nvìvi `i wewb qvmk Z g~ja bi wecix Z h_vh_ gybvdv cö`v bi gva g `xn gqv ` kqvi nvìvi `i m ú `i e w Ki Z cöwzáe wb œi MÖv d wemz cuvp eq ii Kv úvbxi bxu m ú` g~j cö`wk Z n jvt 47

49 cwipvjkgûjxi cöwz e`b 5,594 bxu m ú` g~j (wgwjqb UvKvq) 5,675 5,879 6,725 7, cwipvjk wbe vpb Ges cybtwb qvm / wbe vpb Kv úvbx AvBb, 1994 Gi mswkøó aviv Abymi b Ges Kv úvbxi AvwU Kjm& Ae G v mvwm qmb Gi 81 bs aviv Abyhvqx AvwU Kj ev Íevq Yi c` ÿ c Kv úvbxi GKZ Zxqvsk cwipvjk e ËvKvifv cöwzwu evwl K mvaviy mfvq Aemi MÖnY Ki eb Z`vbyhvqx wb œ wjwlz 2 (`yb) Rb cwipvjk 23Zg evwl K mvaviy mfvq Aem i hv ebt (1) Rbve gvnv ` Rvnv½xi Avjg (2) AvjnvR gvt Lwei DwÏb gvjøvn& Zuviv hvm weavq cyytwbe vp bi Rb Av e`b K i Qb Zuv `i mswÿß Rxeb e ËvšÍ evsjv `k wmwkdwiwur GÛ G PÄ Kwgkb Gi 7 AvMó 2012 Zvwi Li bvwuwd Kkb Gi aviv 1.5 (xxii) Abyhvqx cwiwkó IV G mshy³ Kiv n q Q e e vcbv cwipvjk cybtwb qvm Kv úvbx AvBb, 1994 Gi mswkøó aviv Abyhvqx e e vcbv cwipvjk cöwz 5 (cuvp) eqi AšÍi cybtwb qvm n eb Z`byhvqx cwipvjbv cl ` 22 A ±vei 2017 Zvwi L AbywôZ mfvq Kv úvbxi e e vcbv cwipvjk AvjnvR gvt LweiDwÏb gvjøv K AvMvgx 4 ww m ^i 2017 ZvwiL n Z ciez x 5 (cuvp) eqi gqv `i Rb cybtwb qv Mi wm vší M nxz nq, hv AvMvgx 4 ww m ^i 2017 Zvwi L AbywôZ 23Zg evwl K mvaviy mfvq m vwbz kqvi nvìvi `i Aby gv` bi Rb Dc vcb Kiv n e Avw_ K wee wz Z cwipvjk `i NvlYv cwipvjkmy Kv úvbxi cwipvjbvi Rb `vqe, Avw_ K weeiyx cö Z Ges Dc vc bi Rb Zuviv Zuv `i Áv bi m e v P cö qvm wbwðzk í GB g g NvlYv Ki Q h, Kv úvbxi e e vcbv KZ K cö ZK Z Avw_ K weeiyx wj, Kv úvbxi cök Z Ae v, e emv qi djvdj, bm` cöevn Ges BK ybwui cwiez b Gi h_vh_ wpî cö`k b Ki Q, Kv úvbxi wnmve msµvší bw_ mwvkfv e msiÿy Kiv n q Q; Avw_ K weeiyx cö Z Kivi ÿ Î wnmve msµvší Dchy³ bxwzgvjv jv h_vh_ fv e cö qvm Kiv n q Q Ges wnmve msµvší Abygvb jv hyw³m½z I wepÿyzvi wfwë Z cö qvm Kiv n q Q; evsjv ` k cö hvr AvšÍR vwzk wnmve gvbmg~n (AvBGGm) Avw_ K weeiyx Zwi Kivi mgq AbymiY Kiv n q Q Ges Kvb wepz wz, hw` _v K Z e Zv h_vh_fv e cökvk Kiv n q Q 48

50 cwipvjkgûjxi cöwz e`b wbqš K ms vi wb ` kbv cwicvjb msµvší NvlYv 2011 mv j Kv úvbxi cöv_wgk MY cö Íve Kiv n q Q Av jvp eq i Kvb bzzb kqvi Bmÿ Kiv nq bvb AvBGGm1 Abyhvqx Avw_ K weeiyx Dc vcb, ÒA ^vfvwek jvf ev wzó wn m e Kvb Avq Ges e q LvZ Avw_ K weeiyx Z Dc vcb Kiv nq bvb Z`byhvqx Avw_ K weeiyxmg~n cö Z Kiv n q Q mv ji Kv úvwbi ÎgvwmK Ges P~ovšÍ Avw_ K djvd ji g a Kvb D jøl hvm ZviZg N Uwb Kv úvbx GKwU Pjgvb cöwzôvb wn m e cwipvwjz n e G e vcv i Kv bv m ` ni AeKvk bb Kv úvbxi e e vcbv KZ cÿ Av jvp wnmve weeiyxwu cöyqb K i Qb K c v iu mvgvwrk `vwqz cvjb Kg KvÛ (CSR) mvgvwrk `vwqz eva m úbœ cöwzôvb wnmv e Avcbv `i GB Kv úvbx cwiwpz Kv úvbxi UKmB Dbœq bi mv _ mv _ Kv úvbx AZ ší iæz mnkv i mvgvwrk `vwqz cvjb K i GB Kg KvÛ jv cwikó IX G mshy³ Av Q ißvbx 1995 mv ji Av M evsjv `k wm g U Avg`vwb Ki Zv Ges 2003 mvj _ K evsjv `k wm g U ißvwb ïiæ K i h eª vûwu wm g U ißvbx Z AMÖYx f~wgkv cvjb K i Q, mwu Ab Kvb eª vû bq, Gg. AvB. wm g U d v±ix wjwg UW Gi eª vû 'µvdb wm g U' ez gv b Avg`vbxKviK ` ki c b i mv _ cöwz hvmxzv K i wm g U ißvbx Ki Z n Q cwimsl vb wbwðz Ki Q h, GB c b i RvZxq ißvbx Z Gg.AvB wm g U d v±ix wjwg UW Gi Ae`vb m e v P, hv evsjv ` ki ˆe `wkk gỳ ªv AR b A_ bxwz Z g~j evb Ae`vb ivl Q Gg.AvB wm g U d v±ix wjwg UW Gi GB wm g U ißvbx Z m e v P ˆe `wkk gỳ ªv AR bkvix cöwzôvb wn m e I A_ eq i RvZxq ißvbx Uªwd ( ^Y ) AR b K i Q Ges Kv úvbxwu A_ eq i, bbimvqwbk kvlvq mvgmªxk wnmve we epbvq wb q, RvZxq ißvbx Uªwd ( eªvä) AR b K i Q A_ eq i wm g U ißvbx K i Avgiv wgwjqb UvKvi ˆe `wkk gỳ ªv AR b K iwq Z_ cöhyw³ Kv úvbx h_vh_fv eb Abyaveb K i h, ez gvb hy M Z_ cöhyw³ wfwëk Kg KvÛ Abykxjb AvaywbKKv j `ÿfv e wkí cöwzôvb cwipvjbv AZz³ bq µvdb wm g U MÖæ ci Z_ I cöhyw³ wefvm Kv úvbxi UKmB cöe w wbwðz Kivi Rb iæz c~y f~wgkv cvjb Ki Q Kv úvbxi Ôwfkb 2020Õ ev Íevq Yi avivevwnkzvq e e vcbv KZ cÿ PjwZ wnmve eq i ÔSAP Version S4HANAÕ Pvjy K i Q evsjv ` k cö_gev ii g Zv AvBweGg Gi cviqvi wm g cøvudg e envi K i mdjzvi mv _ G RvZxq cökí Avgv `i Kv úvbx Z ev ÍevqY Kiv n q Q GKwU c _K we`ÿ r weziy e e v Ges buiqv K i mybp iæ gi myweavmn AZ vaywbk WUv m Uvi Kv úvbxi K c v iu Awdm jkvb, XvKvq vcb Kiv n q Q hv buiqv K i g a mnr cö e ki ÿ Î h_vh_ wbivcëv wbwðz K i WUv m Uvi GB c wz ev ÍevqYwU GLb AvšÍ RvwZKfv e AMÖMY AvBwU AeKvVv gv cö ZKviK cöwzôvb c vbwzbu Gi cöz q bi A cÿvq Av Q Avgv `i ciezx c` ÿc n e, Avgv `i buiqvk Acv ikb jv K memgq Kvh Kix A_ vr ÒwR iv WvDbUvBgÓ ivlv Avgiv B Zvg a Avgv `i wm g U d v±ix Ges mviv `ke vcx Avgv `i iwwwg KbwµU Gi cøv U jv Z A bk jv AwZwi³ dvbevi AcwUK Ges iwwi ms hvm vcb K iwq Avgv `i cövmöv gej jwrk K Uªvjvi (wc Gj wm) hš mvgmöx Ges mduiq vi jv wewfbœ RvqMv Z KvR Ki Q hv Avgv `i K c v iu Z_ cöhyw³ `j cöz ÿ Ges c ivÿfv e mn hvmxzv K i hv Q 49

51 cwipvjkgûjxi cöwz e`b gvbe m ú` Gg. AvB. wm g U d v±ix wjwg UW Ggb GKwU cöwzôvb hlv b Zuv `i mnvqk cwi e ki Rb Gi Kg KZ vkg PvixMY AZ ší Me mnkv i KvR K i Ges Zviv K g eyrcwë AR b K i gvbe kw³ gvbe m ú ` iƒcvšíi NwU q Q Gg. AvB. wm g U d v±ix wjwg UW Zvi Kg KZ vkg Pvix wel q h bxwzgvjv MªnY K i Q Zv Z GLv b i q Q Zv `i Rb ÁvbvR bi cwi ek, Zvi Kwiqvi MVb Ges `ÿzv AR bi my hvm d j GKRb Kg Pvix Zvi AšÍwb wnz Kg `ÿzv cöwzdj bi my hvm cvq Zv `i Rb i q Q Zzjbvg~jKfv e Rbm ú` evrv ii mv _ cöwz hvmxzvg~jk cvwiköwgk MÖn Yi my hvm Kv úvbx cöwzwu e w³ K Kg `ÿ Kiv, wug w úwi U DØy Kiv Ges Zvi g a m wókxj bi wekvk NUv bv, Zvi cöwzdjb m cªwzôv b Av ivc Ki Z cvi e wemz 5 (cvup) eq ii Kv úvbxi gvbe m ú` wb qv Mi Z_ wb œi MÖv di gva g Dc vcb Kiv n jvt gvbe m ú` 971 1,096 1, AvZœmyiÿv, ^v I Kg cwi ek Kv úvbxi w wzkxj AMÖhvÎvq Ges mȳ cöe w Z cö qvrb Kg KZ v Kg Pvix `i wbivcëv, ^v mnvqk Kg cwi ek Avgv `i bxwzgvjv n jv jvkr bi ÔÔk~b Ó ÿwz niqv, ^v m Z I wbivc` Kg cwi ek Avgiv wek vm Kwi ` k gvb bz Z Ges ^v wbivcëv iÿvq Revew`wnZvi `vq MÖnY Kiv Kv úvbx Kv Ri Rb AvnZ niqv Ges Kg m úv` b iæmœ niqvi cwinv i h_vh_ c~e mzk Zv MÖn Yi Rb `vwqz kxj G j ÿ Kv úvbx h_vh_ cöwkÿ bi Ges cöhyw³ e envi I GRb wkwÿz e w³em wb qvwrz K i Avm Q d v±ix Z hš cvwz e envi I úk KvZi RvqMv jv Z h_vh_ wbivcëv hš cvwz e envi Gi Rb AwfÁ wkÿk wb qvwrz Av Qb GB fv e wbivcëv K wó AbymiY Kv úvbxi bxwzgvjvi AšÍf ~³ G wel q AviI AMÖmi niqvi Rb Avgiv hz`ªæz m e AvBGmI14001, BGgGm (BbfvqiY g Uvj g v brg v U wm óg) Ges Inmvm18001 (AKz ckbvj nj_& GÛ mdwu G v mm g U wmwir) mvwu wd KU AR bi c` ÿc wb qwq 50

52 cwipvjkgûjxi cöwz e`b RvZxq A_ fvûv i A_ Rgv 30 Ryb 2017 A_ eq i Kv úvbx 2,237 wgwjqb UvKv RvZxq A_ fvûv i Rgv K i Q, hvi we ÍvwiZ weeiy wb œiæct ^Zš cwipvjk evsjv `k wmwkdwiwur GÛ G PÄ Kwgkb Gi MZ 7 AvMó 2012 Zvwi Li K c v iu mykvm bi wb ` kbv Abymv i Kv úvbxi 6 (Qq) Rb cwipvj Ki wecix Z 2 (`yb) Rb ^Zš cwipvjk wb qvm `qv n q Q, hv `i bvg n jv Rbve Mvjvg gvnv `, whwb GKRb AZ ší AwfÁZv m úbœ AemicÖvß K c v iu DaŸ Zb Kg KZ v Ges AciRb cö dmi Wt kl kvgmywïb Avn g`, cö dmi, dvbb vý wefvm, XvKv wek we` vjq D jøl h, D jøwlz e w³øq Zv `i wøzxq Uv g i 2 (`yb) ermi hvez `vwqz cvjb Ki Qb e v jýwku DËi NUbvejx e v jýwku cö Zi Ae ewnz c ob Kv úvbxi cwipvjbv cl ` 20% bm` jf vsk Gi cö Íve K ib Rbve gvmỳ Lvb, GdwmG, GdwmGgG, Pxd Gw wkdwuf Awdmvi wnmv e 1 b f ^i 2017 Zvwi L Kv úvbx Z hvm`vb K i Qb AwWU KwgwU AwWU KwgwU ÎgvwmK, Aa evwl K Ges evwl K Avw_ K weeiyx wji wnmv ei h_v_ Zv I wbf yjzv Ges mswkøó cÿmg~ ni jb `b wji cixÿv I ch v jvpbv K ib ZvQvov, A_ welqk wi cvwu s c wz, wnmve iÿb bxwzgvjv, Af šíixb wbqš Y c wz, SzuwK e e vcbv cwµqv ch v jvpbv K ib G KwgwU g v br g U juvi mn ewnt bxwiÿk wb qvm I cybtwb qvm, Zv `i Kg cwiwa, wb qvm kz BZ vw`i ch v jvpbv K ib ez gv b wb œwjwlz cwipvjke `i mgš^ q AwWU KwgwU MwVZ n q Qt wbixÿk weeiy µwgk bs bvg Kv úvbxi c`ex KwgwUi c`ex 1 Rbve Mvjvg gvnv ` ^Zš cwipvjk mfvcwz 2 Rbve gvt AvjgMxi Kwei cwipvjk m`m 3 Rbve gvjøvn& gvnv ` grby cwipvjk m`m 4 Rbve gvt wgrvbyi ingvb gvjøvn& cwipvjk m`m 5 Rbve gvt grnviæj Bmjvg, GdwmGm gnve e vck I Kv úvbx mwpe m`m mwpe (wgwjqb UvKvq) AwMÖg Avq Ki g~mk 1,359 1,378 1,196 1, ïé gvu 2,237 2,230 2,071 1,970 1,667 ez gvb ewntwbixÿk gmvm mvbdzj kvgmyj Avjg GÛ Kvs, PvU vw GKvD U v Um& Gi gqv`kvj Kv úvbxi 23Zg evwl K mvaviy mfvq Zv `i wøzxq gqv` k l Aemi MÖnY Ki eb cybtwb qv Mi hvm weavq, Zviv 30 Ryb 2018 Zvwi L mgvße wnmve eq ii Rb ewntwbix K wn m e cybtwb qv Mi AvMÖn e ³ K i Qb cwipvjbv cl ` me m wzµ g gmvm mvbdzj kvgmyj Avjg A vû Kvs, PvU vw GKvD U v Um& K 30 Ryb 2018 Zvwi L mgvße wnmve eq ii Rb ewntwbix K wn m e cybtwb qv Mi cö Íve Aby gv`b K ib, hv 23Zg evwl K mvaviy mfvq m vwbz kqvi nvìvi `i Aby gv` bi Rb ck Kiv n e 51

53 cwipvjkgûjxi cöwz e`b Mfb vý, bwzkzv Ges Zvi cwicvjb mykvmb Ges bwzk AvPiY Gg. AvB. wm g U d v±wi wjwg U Wi mkj Kg Kv Ûi wfwë Bnv wek vm, SzuwK e e vcbv, w wzkxj we Ívi Ges µwgk e emv cömv i mnvqzv cö`vb K i bxwzgvjv n jv P v jwäs Bmÿ i gy LvgyLx msmövg Kiv, Avgv `i Av`vbcÖ`vb I hvmv hv Mi mnr c wz AbymiY, mevi Rb Revew`wnZv Ges Kg KZ vkg Pvix `i K mvwe K Kg cš v Abymi Yi mvnm cö`vb Avgv `i e emvwqk ˆbwZKZvi cvkvcvwk wbr ^ bwzkzv, bxweo cöwkÿy Kg KZ vkg Pvix `i ˆbwZKfv e wm vší wb Z mvnm hvmvq Avgv `i Kv Ri `vwqz cvj b µgvmz ZË eavb Kivi c wz, AbymiY Kivi AvPiY, bz Z MÖn Y mnvqzv K i myzivs Avgv `i Kv úvbxi `vwqz kxj Kg KZ vmy wb ` k cö`vb K ib I cökvmb cwipvjbv K ib wjwlz cöbqbk Z AvBb, bxwz Ges wba vwiz c wz AbymiY K i hv evsjv `k wmwkdwiwur A vû G PÄ Kwgk bi (wegmbwm) weáwß bst GmBwm / wmggaviaviwmww / / 134 / cökvmb / 44 ZvwiL 7 AvM 2012, Kv úvwb AvBb, 1994 Ges XvKv K G PÄ Gi wjw s i jkbm, 2015 wb ` wkkv wj Z wba viy Kiv n q Q Av jvp A_ eqi Z_v 30 Ryb 2017 wnmve eq ii Rb cwipvjk `i NvlYvcÎ, kqviavi Yi cwigvy I aiy Ges cl `i cöwz e e vcbv cwipvjk Ges wm.gd.i. Gi NvlYvcÎ cwiwkó I, III Ges VI G aivevwnkfv e mshy³ Kiv n q Q AwaKš, gmvm GKbweb, PvU vw GKvD U v Um& KZ K cö`ë K c v iu Mfb vý Kgcøv qý cöwz e`b Ges K c v iu Mfb vý Kgcøv qý mvwu wd KU GB cöwz e` bi mv _ cwiwkó VII Ges VIII G mshy³ Kiv n q Q Avgv `i K ZÁZv cökvk Avgv `i GB Av jvp erm ii cökswmz Kvh µg ev e emvwqk AR b wewfbœ msmvb, cöwzôvb I e vw³e M i mvbymön I cökswmz mvnvh I mn hvwmzvi mgwš^z djköæwz I cöwzdjb cö_ gb Avgiv iy KiwQ Avgv `i m vbxz MÖvnK `i Ges m ½ m ½ Avgv `i Kg KZ vkg Pvix `i AK vší kög, mnvqzv cö`vbkvix kqvi nvìvi Ges Ab vb ók nvìvi `i GB cöm ½B Avgv `i cipvjbv cl ` kª v Ávcb Ki Qb, Avgv `i m vbxz ók nvìvi `i Zuv `i A kl mg_ b, myweá w`kwb ` kbvi Rb hvi Kvh KvwiZv Kv úvbxi cökswmz mvdj AR b mnvq n q Q Avgviv K ZÁ wp Ë Avgv `i m vbxz kqvi nvìvi `i Ag~j mnvqzv iy KiwQ, hv ïay evrmwik mvaviy mfv cwipvjbvqb mnvqzv K iwb eis Ab vb ÿ ÎI Zv `i mvnvh c qwq Avgiv gnvg~j g b Kwi Avgv `i m vwbz MÖvnKM Yi mnvqzv, mvnvh Ges h wek vm I Av v Zuviv Avgv `i Dci Ac b K i Q Avgv `i ïfvkv ÿx `i cöwz AšÍ ii Mfxi _ K ab ev` Ávcb KiwQ Avgiv AvšÍwiK K ZÁZv Ávcb KiwQ MbcÖRvZš x evsjv `k mikv ii mkj gš bvj qi cöwz, RvZxq ivr ^ evw, evsjv `k wewb qvm Dbœqb KZ cÿ, iwróªvi Ae R q U ók Kv úvbxr GÛ dvg m, evsjv `k wmwkdwiwur GÛ G PÄ Kwgkb, m Uªvj ww cvwruix evsjv `k wjwg UW, XvKv ók G PÄ wjt, wpuvmvs ók G PÄ wjt, Kv úvbxi mkj e vskvi, exgvkvix cöwzôvbmg~n, Avw_ K cöwzôvbmg~n, fûim&, cöm I wewfbœ wgwwqv Ges mkj e emvqxk cvu bvi I Zv `i KgKZ vkg Pvix `i hv `i KvQ _ K AdzišÍ mvnvh mn hvwmzv c qwq hv `i Qvov G Kv úvbx mypviæiƒ c cwipvjbv Kiv mnrzi n Zv bv G QvovI AmsL mvnvh I ïfvkv ÿx `i mnvqzv c qwq mk ji cöwz ibj Avgv `i AdzišÍ fvjevmv I kö v me k l wkš K ZÁZvq D aÿ, Avgv `i Me Avgv `i KgKZ vkg Pvix `i cöwz hv `i AK vší Kg m úv`b kw³ ms hvm Kg KzkjZv G Kv úvbx K ez gvb mvd j i kx l Ae vb Ki Z mnvqzv K i Q cwipvjbv cl `i c ÿ ZvwiL, XvKv 22 A ±vei 2017 ( gvnv ` Rvnv½xi Avjg) Pqvig vb 52

54 CORPORATE GOVERNANCE Corporate Governance The Company had always been fully adherent with the corporate governance principles and best practices. As per compliance of Notification No. SEC/CMRRCD/ /134/Admin/44 dated 7 August 2012 the organisms through which the corporate governance functions are carried out are as follows: Board Size The number of members of the Board of Directors as on 30 June 2017 stands at 6 (excluding 2 Independent Directors). Independent Director: In terms of the provision under this sub clause the Board of Directors has nominated 2 (two) Independent Directors, whose appointment were ultimately approved in the Annual General Meeting are namely Mr. Golam Mohammad and Professor Dr. Shaikh Shamsuddin Ahmed. The Independent Directors, nominated by the Board of Directors meet the entire requirement as prescribed under the subclause (ii) of the BSEC Notification under reference. In terms of provision of subclause (iii) of the Notification under reference the appointment of Independent Directors which needs approval of the shareholders in the 22 nd Annual General Meeting (AGM). The post of the Independent Directors was not vacant for more than 90 days. The Board of Directors has laid down a Code of Conduct for all members of the Board. The Independent Directors nominated by the Board of Directors are highly qualified and knowledgeable person. They are able to ensure compliance with financial regulatory and corporate laws and can make meaningful contribution to business. The nominated Independent Directors poses more than minimum requirement of twelve years of corporate management / professional experiences and can make meaningful contribution towards the business of the Company. No relaxation of qualification of the Independent Directors is required. Chairman of the Board and the Managing Director The position of the Chairman of the Board and the Managing Director is separate individual. The roles of the Chairman and the Managing Director are clearly defined in the Articles of Association of the Company. The Directors Report to the Members The Directors Report is prepared in compliance with the provisions of Section 184 of the Companies Act 1994, Bangladesh Securities and Exchange Commission s Notification No. SEC / CMRRCD / / 134 / Admin / 44 dated 7th August,

55 Corporate Governance Chief Financial Officer (CFO), Head of Internal Audit (HOIA) and Company Secretary (CS) The Company has appointed Mr. Shahriar Istiaq Halim, FCA as Chief Financial Officer, Md. Ziaul Alam, ACA Head of Internal Audit and Mr. Md. Mozharul Islam, FCS as Company Secretary of the Company as per requirement of Bangladesh Securities and Exchange Commission (BSEC). Their role has been defined by the Board. The Chief Financial Officer and Company Secretary regularly attend the Board Meeting. Audit Committee of the Board: The Audit Committee, as a subcommittee of the Board, has been constituted with the Independent Director as Chairman and three other Directors. The Company Secretary acts as Secretary to the Committee. Role of the Audit Committee as per provision of the Bangladesh Securities and Exchange Commission (BSEC) Regulation, have been duly adopted by the Board. Their Reports are being submitted as per CCC requirements. External / Statutory Auditors: The role of the auditors in certification of the Financial Statements is the most significant aspect of Corporate Governance and protection of interest of investors. As evident from the Annual Reports, the Company rigidly follows the code of International Accounting Standards (IAS) and International Standard of Auditing (ISA) with legally required disclosures of Accounts and Financial Statements. This has been possible due to the high level capability and integrity of M/s. Syful Shamsul Alam & Co., Chartered Accountants whose unchallenging performance has played a very trustworthy role in the protection of interest of the investors. Subsidiary Company There is no Subsidiary Company of M. I. Cement Factory Limited. Duties of the Managing Director and the Chief Financial Officer The provisions of Bangladesh Securities and Exchange Commission (BSEC) Regulation are being complied with on regular basis. Reporting and Compliance of Corporate Governance Every year the Company obtains a certificate from a Practicing Professional Accountant/Secretary (Chartered Accountant/Cost and Management Accountant/Chartered Secretary) regarding compliance of conditions of Corporate Governance Guidelines of the Bangladesh Securities and Exchange Commission (BSEC) and send the same to the shareholders along with the Annual Report on a yearly basis. In this regard the Company appointed the M/s. ACNABIN, Chartered Accountants to obtain the certificate on compliance of condition of Corporate Governance Guidelines of Bangladesh Securities and Exchange Commission (BSEC) vide Notification No. SEC/CMRRCD/ /134/Admin/44 dated 07 August

56 ANNEXURE TO THE DIRECTORS REPORT

57 Annexure Annexure I The Directors Report on some areas as per the Condition No. 1.5 of the Bangladesh Securities and Exchange Commission (BSEC) Guideline The Directors also report that: Related Party transactions are depicted in the Note No of the Notes to the Financial Statements. Remuneration of the Directors has been shown in the Note No , and of the Notes to the Financial Statements. The Financial Statements of the Company give a true and fair view of the Company s state of affairs, result of its operation, cash flows and changes in equity. Proper Books of Account as required by law have been kept. Appropriate accounting policies have been followed in formulating the Financial Statements and accounting estimates were reasonable and prudent. The Financial Statements were prepared in accordance with International Accounting Standards (IAS) / Bangladesh Accounting Standards (BAS) /International Financial Reporting Standards (IFRS) / Bangladesh Financial Reporting Standards (BFRS) as applicable in Bangladesh. The internal control system is sound in design and is effectively implemented and monitored. There is no significant doubt about the Company s ability to continue as a going concern. There is no significant deviation from the operating result of the last year. Key operating and financial data of at least preceding five years and the current year have been presented on AnnexureII. The number of Board Meeting and Audit Committee Meeting during the period from 1 July 2016 to 30 June 2017 and the attendance are given below: Sl. Board Meeting Audit Committee Meeting Name No. Held Attendance Held Attendance 1 Mr. Mohammed Jahangir Alam N/A N/A 2 Alhaj Md. Khabiruddin Mollah N/A N/A 3 Mr. Md. Alamgir Kabir Mr. Mollah Mohammad Majnu Mr. Md. Mizanur Rahman Mollah Mr. Md. Almas Shimul N/A N/A 7 Mr. Golam Mohammad (Independent Director) Prof. Dr. Shaikh Shamsuddin Ahmed (Independent Director) 13 9 N/A N/A 9 Mr. Md. Mozharul Islam, FCS, GM & Company Secretary Mr. Shahriar Ishtiaq Halim, FCA, GM & CFO The pattern of shareholding as required by clause 1.5 (xxi) of the BSEC s Notification dated 7 August 2012 stated in AnnexureIII. 56

58 Annexure Annexure II Summary of key operating and financial data of preceding five years and the current year Income and Expenses: (Taka in 000) Particulars REVENUE 9,439,820 9,016,549 8,264,241 7,990,643 6,829,697 5,657,601 Cost of goods sold (7,829,382) (7,357,194) (6,850,549) (6,731,727) (5,731,175) (4,911,278) GROSS PROFIT 1,610,438 1,659,355 1,413,692 1,258,915 1,098, ,324 a. Administrative Expenses (209,406) 150, , , ,012 89,367 b. Selling & distribution Expenses (399,790) 353, , , , ,258 c. a + b (609,196) 503, , , , ,625 Other operating income 108,536 40,086 23,460 23,430 36,035 64,193 OPERATING PROFIT 1,109,777 1,196, , , , ,892 Financial income / (expenses) (330,259) (237,950) (131,557) (66,211) 74, ,928 Other nonoperating income 58,694 33,861 6,630 40,980 18,504 27,830 Share of profit from associates 64,665 36,964 39,301 21,656 9,499 6,295 Contribution to WPPF (42,994) 49,000 42,812 44,454 44,054 37,174 NET PROFIT BEFORE TAX 859, , , , , ,771 Income tax (198,805) 235, , , , ,010 NET PROFIT AFTER TAX 661, , , , , ,761 Earnings per share (Taka)

59 Annexure Assets and Liabilities (Taka in 000) ASSETS Particulars NON CURRENT ASSETS 7,582,097 5,416,696 4,210,152 4,018,305 4,175,045 4,135,528 Property, plant and equipments 4,709,506 4,951,215 4,203,552 3,926,836 4,082,861 2,770,456 Capital workinprogress 2,872, ,481 6,600 91,468 92,184 1,365,072 Investment in Associate Companies 198, ,919 96,956 57,655 35,999 26,500 CURRENT ASSETS 10,138,765 8,609,003 7,754,595 7,271,046 5,572,353 5,759,451 Investment in shares 379, , , ,992 91,831 93,494 Inventories 980, , , , , ,127 Trade receivables 1,610,719 1,065,262 1,169,679 1,169, , ,852 Current account with sister concerns 916, , , , , ,012 Other receivables 190,901 75,030 53,961 57, ,357 61,234 Advances, deposits and prepayments 712, , , , , ,327 Advance income tax 1,492,093 1,156, , , , ,452 Cash and cash equivalents 3,856,614 3,683,336 3,502,416 3,237,988 2,855,127 2,902,953 TOTAL ASSETS 17,919,447 14,159,619 12,061,703 11,347,005 9,783,396 9,921,479 EQUITY AND LIABILITIES Shareholders Equity 7,097,795 6,724,824 5,879,330 5,675,411 5,594,400 5,400,876 Share capital 1,485,000 1,485,000 1,485,000 1,485,000 1,485,000 1,350,000 Share premium 2,956,560 2,956,560 2,956,560 2,956,560 2,956,560 2,956,560 Retained earnings 1,996,019 1,596,351 1,221,083 1,015, , ,919 Revaluation reserve 660, , , , , ,397 58

60 Annexure Assets and Liabilities (Taka in 000) Particulars LIABILITIES Noncurrent Liabilities 2,448, , ,392 1,278,308 1,693,689 1,969,173 Long term borrowing net off current maturity 1,829, , , ,349 1,451,552 1,811,139 Liabilities for gratuity 92,280 80,287 59,990 44,132 13,831 9,907 Deferred tax liability 527, , , , , ,126 Current Liabilities & Provision 8,372,771 6,721,249 5,343,981 4,393,286 2,495,306 2,551,430 Trade payables 234, , , , , ,526 Other payables 255, , , ,995 65,021 47,471 Current portion of long term borrowings , , , , ,076 Short term loan 6,909,414 5,064,049 4,142,617 3,143,055 1,486,345 1,351,027 Provision for tax liabilities 636, , , , , ,484 Liabilities for WPPF 42,994 49,000 42,812 44,454 44,054 37,174 Payable to IPO applicants 12,772 12,833 12,840 12,721 12,866 13,311 Unclaimed dividend 22,977 21,803 18,795 11,241 9,586 4,361 TOTAL LIABILITIES 10,821,652 7,434,795 6,182,373 5,671,594 4,188,996 4,520,602 TOTAL EQUITY AND LIABILITIES 17,919,447 14,159,619 12,061,703 11,347,005 9,783,396 9,921,479 59

61 Annexure Annexure III Pattern of shareholding (a) Parent/Subsidiary/Associated Companies and other related parties (name wise details): Not applicable. (b) Directors, Managing Director, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor children (name wise details): No. of shares Name Position Minor Self Spouse Children Mr. Mohammed Jahangir Alam Chairman 23,024,925 Nil N/A Alhaj Md. Khabiruddin Mollah Managing Director 23,388,750 Nil N/A Mr. Md. Alamgir Kabir Director 14,397,075 Nil Nil Mr. Mollah Mohammad Majnu Director 12,127,500 Nil Nil Mr. Md. Mizanur Rahaman Mollah Director 12,127,500 Nil Nil Mr. Md. Almas Shimul Director 7,276,500 Nil Nil Mr. Golam Mohammad Independent Director 148 Nil N/A Prof. Dr. Shaikh Shamsuddin Ahmed Independent Director Nil Nil Nil Mr. Md. Mozharul Islam, FCS Company Secretary Nil Nil Nil Mr. Shahriar Istiaq Halim, FCA Chief Financial Officer Nil Nil Nil Mr. Md. Ziaul Alam, ACA Head of Internal Audit Nil Nil Nil (c) Executives (top five salaried employees other than the Directors, Managing Director, Company Secretary, Chief Financial Officer, Head of Internal Audit): Name No. of shares Executives Nil Shareholders holding ten per cent (10%) or more voting interest in the Company (name wise details): Name Position No. of shares Mr. Mohammed Jahangir Alam Alhaj Md. Khabiruddin Mollah Chairman Managing Director 23,024,925 23,388,750 Shareholding Composition of the Members (as at 30 June 2017) 14.97% 17.52% 67.08% Sponsors and Directors 0.43% Foreigners Institutions General Paublic 60

62 Annexure Annexure IV Directors profile who seek reappointment: Mr. Mohammed Jahangir Alam Reappointment of Directors Mr. Mohammed Jahangir Alam is a man of Wisdom and energetic businessman. After completing education from Government College of Commerce, Chittagong, Bangladesh in 1980 started his career by joining in a private service. He has derived vast proficiency in trading in Iron & Steel, Cement, Bitumen, C.I. Sheet, Zinc Ingot, Capital Market, Industrial Ventures etc. Initially he established his business house named Jahangir & Others in 1987 which was subsequently incorporated as Jahangir & Others Limited in He has established himself as one of the business leaders in Bangladesh. He is a Sponsor Director and present Chairman of M. I. Cement Factory Limited, Crown Power Generation Limited, Crown Polymer Bagging Limited, Crown Mariners Limited, Crown Transportation & Logistics Limited and GPH Ship Builders Limited. He is the Managing Director of GPH Ispat Limited, GPH Power Generation Limited, GPH Steels Limited, GPH Engineers & Development Limited, Indo Steel ReRolling Industries Limited, Jahangir & Others Limited and Chittagong Capital Limited. He is also the Director of Premier Cement Mills Limited, Premier Power Generation Limited, Asia Insurance Ltd. and Chartered Life Insurance Limited and Crown Cement Concrete and Building Products Limited and National Cement Mills Limited. As a part of social activities he is actively involved with the following social organizations: Founder Member of Independent University of Bangladesh (IUB), Chittagong, Bangladesh Vice President of Gulshan North Club Limited Life Member of Chittagong MaaoShishu Hospital Member of Bangladesh German Chamber of Commerce and Industry Executive Director of Auto ReRolling and Steel Mills Association General Secretary of Chattagram IronSteel Utpadak and Banik Samity Member of Bangladesh ExCadet Association Life Member of Bangladesh National Society for the Blind. Life Member of Bhatiary Golf & Country Club Life Member of Gulshan Society Vice President of Gulshan Joggers Society General Member of FBCCI Life Member of Banani Club Limited Life Member of Dhaka Boat Club Limited Mr. Mohammed Jahangir Alam is a man of commitment which he strongly maintains in his day to day business activities. 61

63 Annexure Alhaj Md. Khabiruddin Mollah Alhaj Md. Khabiruddin Mollah is a seasoned and experienced businessman. He is running several industrial units as their Managing Director viz. M. I. Cement Factory Limited., Crown Power Generation Ltd., Molla Salt (Triple Refined) Industries Ltd., Crown Polymer Bagging Ltd., Crown Mariners Ltd. He had been actively involved with import & trading of Cement for the last 55 years. Mr. Mollah with active support of the other Directors and Shareholders, who are his close family members, have expanded the trading activities of the group and deals with various commodities such as iodized salt, Rod, C. I. Sheet and steel structural, supported by a big warehouse at Pagla, they have set up a big network of wholesale and retail outlets at various points of Dhaka and Chittagong. He is the highest Tax Payers of Narayanganj District for the consecutive last 6 (six) years. He is resourceful member of the Company. 62

64 Annexure Annexure V Report of the Audit Committee to the Board for the year ended 30 June 2017 As per Bangladesh Securities and Exchange Commission Notification No. SEC/CMRRCD/ /134/Admin/44 on Corporate Governance dated 7 August 2012 The Audit Committee of the Board was duly constituted by the Board of Directors of the Company in accordance with the above noted Notification of the Bangladesh Securities and Exchange Commission (BSEC). The objectives of the Audit Committee are to assist the Board of Directors in the following areas: Establishing a culture of adequate internal control system to ensure that sufficient risk management system is in place to manage the company that financial reports disclosed by the Company are reliable for its users. Ensuring true and fair presentation of the financial statements in compliance with Bangladesh Accounting Standards/ Bangladesh Financial Reporting Standards and applicable regulatory requirements. Reviewing the internal audit procedure of the Company and to ensure that the internal audit can continue their activities without any limitations. To review the efficiency and effectiveness of internal audit and to review whether the management is complying with recommendations made by the internal audit department. Recommending appointment of external auditor, review audit work and reports submitted by external auditors and to ensure compliance and regularization of recommendations made by the external auditors. Reporting to the Board of Directors on mistakes, fraud and forgeries and other irregularities to ensure compliance and regularization. Ensuring compliance with all applicable legal and regulatory rules and regulations and the directives made by the Board of Directors. In pursuance of its objectives, the Audit Committee of the Board held 7 meetings during the year ended 30 June The Committee reviewed compliance of policy issues, regulations and applicable laws in general and reports submitted by the internal audit department as well as reports submitted by the external auditors. During the year under review, the Audit Committee emphasized on the following: To assess the internal audit procedure followed by the Company. To take initiative to introduce a risk based internal audit manual. To review the monthly, quarterly, halfyearly and yearend Financial Statements. To review the reports submitted by the internal audit department, the Audit Committee instructed and provided suggestions /guidelines to improve the state of operation. Dated, Dhaka 21 October 2017 (Golam Mohammad) Chairman Audit Committee 63

65 Annexure Annexure VI Managing Director s (MD) and Chief Financial Officer s (CFO) Statement of Responsibilities (In line with the Bangladesh Securities and Exchange Commission (BSEC) Notification dated 7 August 2012) The preparation and presentation of financial statements accurately and appropriately is the responsibility of the management and accordingly we certify that: We have reviewed the Financial Statements for the year ended 30 June 2017 and based on our best of knowledge, belief and information available, these statements, do not contain any materially untrue statement or omit any material fact or do not contain statements that might be misleading; These statements together present, in all material respects, a true and fair view of company s affairs and are in compliance with the existing accounting standards and/or applicable laws regulations. The Financial Statements were prepared in accordance with the Bangladesh Financial Reporting Standards (BFRS) and comply with the Companies Act, 1994, the Securities and Exchange Rules, 1987 and other applicable laws and regulations; We have reviewed Directors Report and other reports as included in Annual Report for ensuring accuracy and appropriateness. However, the Directors Report and other reports include updated information that was available till the publication of Annual Report ; To the best of our knowledge and belief, no transactions enter into by the company during the financial year are fraudulent, illegal or violating business ethics and codes of conduct that is ensured by the established efficient and effective internal control system of the Company through internal auditors and the audit committee, which requires a high degree of judgments; We affirm that we have not denied any personal access to the audit committee of the Company (in respect of matters involving alleged misconduct) and we have provided protection to whistle blowers from unfair termination and other unfair or prejudicial employment practices; and We further declare that all Board Members and senior managerial personnel have affirmed compliance with the codes of conduct for the current year. (Shahriar Istiaq Halim, FCA) Chief Financial Officer (Alhaj Md. Khabiruddin Mollah) Managing Director 64

66 Annexure Annexure VII 65

67 Annexure Annexure VIII Report on compliance of Corporate Governance Guideline of BSEC (Condition No. 7) Status of Compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission s Notification No. SEC/CMRRCD/ /Admin/44 dated 07th August 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969 is presented below: Condition No. 1.0 Board of Directors (BoD) Title Compliance Status ( has been put in the appropriate column) Complied Not Complied Remarks (if any) Board size (number of Board members minimum 5 and Maximum 20) Independent Directors 1.2 (i) At least one fifth (l/5) of the total number of Directors shall be Independent Directors 1.2 (ii) Independent Director means a Director: 1.2 (ii) (a) who either does not hold any share in the company or holds less than one percent (1%) shares of the total paidup shares of the company 1.2 (ii) (b) who is not a sponsor of the company and is not connected with the company's any sponsor or director or shareholder who holds one percent (1%) or more shares of the total paidup shares of the company on the basis of family relationship. His/her family members also should not hold above mentioned shares in the company 1.2 (ii) (c) who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies 1.2 (ii) (d) who is not a member, director or officer of any stock exchange 1.2 (ii) (e) who is not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market 1.2 (ii) (f) who is not a partner or executive or was not a partner or an executive during the preceding 3 (three) years of the company's statutory audit firm 1.2 (ii) (g) who shall not be an independent director in more than 3 (three) listed companies 1.2 (ii) (h) who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a bank or a NonBank Financial Institution (NBFI) 1.2 (ii) (i) who has not been convicted for a criminal offence involving moral turpitude 1.2 (iii) Independent Director(s) shall be appointed by BoD and approved by the shareholders in the Annual General Meeting (AGM) 66

68 Annexure Condition No. 1.2 (iv) Title The post of independent director(s) cannot remain vacant for more than 90 (ninety) days Compliance Status ( has been put in the appropriate column) Complied Not Complied Remarks (if any) 1.2 (v) The Board shall lay down a code of conduct of all Board members and annual compliance of the code to be recorded 1.2 (vi) The 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 Director (ID) 1.3(i) Independent Director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial, regulatory and corporate laws and can make meaningful contribution to business 1.3(ii) Independent Director should be a Business Leader/ Corporate leader/bureaucrat/university Teacher with Economics or Business Studies or Law background/ Professionals like Chartered Accountants, Cost & Management Accountants, Chartered Secretaries. The independent director must have at least 12 (twelve) years of corporate management/professional experiences 1.3(iii) In special cases the above qualifications may be relaxed subject to prior approval of Commission N/A 1.4 The Chairman of the Board and the Chief Executive Officer (CEO) shall be different individuals. The Chairman shall be elected from among the directors. The Board of Directors shall clearly define respective roles and responsibilities of the Chairman and the CEO 1.5 The Director's Report shall include the following additional statements: 1.5 (i) Industry outlook and possible future developments in the industry 1.5 (ii) Segmentwise or productwise performance 1.5 (iii) Risks and concerns 1.5 (iv) A discussion on Cost of Goods Sold, Gross Profit Margin and Net Profit Margin As per law(s) details are discussed in the financial statements. 1.5 (v) Discussion on continuity of any ExtraOrdinary gain or loss 1.5 (vi) Basis for related party transactions a statement of all related party transactions should be disclosed in the annual report 1.5 (vii) Utilization of proceeds from public issues, rights issues and/or through any other instrument N/A 1.5 (viii) An explanation if the financial results deteriorate after the company goes for None Initial Public Offering (IPO) N/A 1.5 (ix) If significant variance occurs between Quarterly Financial performance and Annual Financial Statements, the management shall explain about the variance N/A 1.5 (x) Remuneration to directors including independent directors 67

69 Annexure Condition No. 1.5 (xi) 1.5 (xii) 1.5 (xiii) 1.5 (xiv) 1.5 (xv) 1.5 (xvi) 1.5 (xvii) 1.5 (xviii) 1.5 (xix) 1.5 (xx) 1.5 (xxi) 1.5 (xxi) (a) 1.5 (xxi) (b) Title The financial statements present fairly its state of affairs, the result of its operations, cash flows and changes in equity Proper books of account have been maintained Adaptation of appropriate accounting policies & estimates IAS/BAS/IFRS/BFRS, as applicable in Bangladesh, have been followed and adequate disclosure for any departure The system of Internal control is sound in design and has been effectively implemented and monitored Going Concern (ability to continue as going concern) Highlight and explain significant deviations from the last year s operating results Key operating and financial data of at least preceding 5(five) years shall be summarized Reason for nondeclaration of Dividend The number of Board meetings held during the year and attendance by each director Pattern of shareholding and name wise details (disclosing aggregate number of shares): Parent/Subsidiary/Associated Companies and other related parties Directors, Chief Executive Officer (CEO). Company Secretary (CS), Chief Financial Officer (CFO), Head of Internal Audit (HIA) and their spouses and minor children 1.5 (xxi) (c) Executives Shareholders holding ten percent (10%) or more voting interest 1.5 (xxi) (d) in the company 1.5 (xxii) In case of the appointment/reappointment of a director, disclose: 1.5 (xxii)(a) a brief resume of the director 1.5 (xxii)(b) nature of his/her expertise in specific functional areas names of companies in which the person also held the 1.5 (xxii)(c) directorship and the membership of committees of the board 2.0 Chief Financial Officer, Head of Internal Audit & Company Secretary Appointment of CFO, HIA and CS and defining their respective 2.1 roles. responsibilities & duties 2.2 The CFO and the CS shall attend the meeting of the Board of Directors 3.0 Audit Committee 3 (i) The Audit Committee shall be the subcommittee of the BoD The Audit Committee shall assist the BoD in ensuring that the financial statements reflect true and fair view of the state of 3 (ii) affairs of the company and in ensuring a good monitoring system within the business. Compliance Status ( has been put in the appropriate column) Complied Not Complied N/A Remarks (if any) 68

70 Annexure Condition No. 3 (iii) Title The Audit Committee shall be responsible to the BoD. The duties of the Audit Committee shall be clearly set forth in writing Compliance Status ( has been put in the appropriate column) Complied Not Complied Remarks (if any) 3.1 Constitution of the Audit Committee 3.1 (i) The Audit Committee shall be composed of at least 3 members 3.1 (ii) The BoD shall appoint members of the Audit Committee who shall be directors of the company and shall include at least 1 (one) Independent Director 3.1 (iii) All members of the audit committee should be "financially literate" and at least 1 (one) member shall have accounting or related financial management experience 3.1 (iv) Expiration of the term of service of Audit Committee members making the number lower than 3 (three) and fill up the vacancy (ies) by the Board not later than 1 (one) month from the date of vacancy(ies) N/A 3.1 (v) The Company Secretary shall act as the secretary of the Audit Committee 3.1 (vi) The quorum of the Audit Committee meeting shall not constitute without at least 1(one) independent director 3.2 Chairman of the Audit Committee 3.2 (i) The BoD shall select the Chairman of the Audit Committee, who shall be an Independent Director 3.2 (ii) Chairman of the audit committee shall remain present in the AGM (i) Role of Audit Committee Oversee the financial reporting process 3.3(ii) Monitor choice of accounting policies and principles 3.3(iii) Monitor Internal Control Risk Management process 3.3(iv) Oversee hiring and performance of external auditors 3.3(v) Review the annual financial statements before submission to the board for approval 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 submitted by the management 3.3(ix) Review Management Letters/Letter of Internal Control weakness issued by statutory auditors 3.3(x) Disclosure to the Audit Committee about the uses/applications of IPO funds by major category (capital expenditure, sales and marketing expenses, working capital, etc), on a quarterly basis, as a part of their quarterly declaration of financial results. Further, on an annual basis, shall prepare a statement of funds utilized for the purposes other than those stated in the prospectus N/A 69

71 Annexure Condition No (i) 3.4.1(ii)(a) 3.4.1(ii)(b) Title Reporting of the Audit Committee Reporting to the Board of Directors Reporting to BoD on the activities of the Audit Committee Reporting to BoD on conflicts of interests Reporting to BoD on any fraud or irregularity or material defect in the internal control system Compliance Status ( has been put in the appropriate column) Complied Not Complied Remarks (if any) 3.4.1(ii)(c) Reporting to BoD on suspected infringement of laws 3.4.1(ii)(d) Reporting to BoD on any other matter Reporting to BSEC (if any material impact on the financial condition & results of operation, unreasonably ignored by the management) 3.5 Reporting to the Shareholders of Audit Committee activities, which shall be signed by the Chairman and disclosed in the Annual Report 4.0 External / Statutory Auditors 4.0 (i) Nonengagement in appraisal or valuation services or fairness opinions 4.0 (ii) Nonengagement in designing and implementation of Financial Information System 4.0 (iii) Nonengagement in Book Keeping or other services related to the accounting records or financial statements 4.0 (iv) Nonengagement in Brokerdealer services 4.0 (v) Nonengagement in actuarial services 4.0 (vi) 4.0 (vii) Nonengagement in internal audit services Nonengagement in any other services that the Audit Committee determines 4.0 (viii) No partner or employees of the external audit firms shall possess any share of the company during the tenure of their assignment 4.0 (ix) Audit/ certification services on compliance of corporate governance as required under clause (i) of condition No (i) Subsidiary Company Provisions relating to the composition of the BOD of the holding company shall be made applicable to the composition of the BoD of the subsidiary company N/A 5(ii) At least 1(one) Independent Director on the BoD of the holding company shall be a director on the BoD of the subsidiary company. N/A 5(iii) The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company N/A 5(iv) The minutes of the respective Board Meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company also N/A 70

72 Annexure Condition No. 5(v) Title The Audit committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company Compliance Status ( has been put in the appropriate column) Complied Not Complied N/A Remarks (if any) 6.0 Duties of Chief Executive Officer (CEO) and Chief Financial Officer (CFO) 6(i) 6 (i)(a) 6 (i)(b) 6 (ii) (i) 7 (ii) The CEO and CFO shall certify to the Board that they have reviewed financial statements for the year and that to the best of their knowledge and belief: These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading These statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards and applicable laws There are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent. illegal or violation of the company's code of conduct Reporting and Compliance of Corporate Governance Obtaining certificate from a practicing Professional Accountant/Secretary regarding compliance of conditions of Corporate Governance Guidelines of the BSEC and include in the Annual Report Directors statement in the directors' report whether the company has complied with these conditions 71

73 Annexure Annexure IX CSR Activities CSR reflects an organization s commitment towards improving the society s wellbeing and it also serves to enhance the organization s image. M. I. Cement Factory Ltd. does not consider business is all about maximizing profit; rather it believes in contribution towards the society as a social obligation and in which our customers, investors like to be more engaged with. Thus M. I. Cement Factory Ltd. always tries to explore thoughtful, comprehensive approaches to corporate citizenship that we believe aligns with Company s values and maximizes the impact it can make as a corporation. We primarily focus on specific societal issues; Followings are the few CSR initiatives that we have carried on last year: Warm Clothes Giving Drive Though the poverty incidence in our country is decreasing but still a significant number of our total population is living below the poverty line. Many of them live as refugees or in slums. During the winter they suffer a lot, even die from various seasonal diseases. As we feel their sufferings, we are arranging many warm clothes giving drives throughout the mostly affected parts of the country in winter. Donation to the Prime Minister s Education Assistance Trust This year we also donated a substantial amount to the Prime Minister s Education Assistance Trust. Donation and Construction We believe philanthropic contribution is the most effective way to eradicate social disparity. Thus our Company has been donating significant amount of money to the people, those who are suffering from social difference. Several students for their higher education, aid for hajj program for the deprived people, humanity program, free medicine distribution, aid for poor patient and so on are our regular donating program throughout the year. In addition to the above mentioned activities, during the year we also donated to a Mosque Fund at DOHS, Mirpur. Education of the Blinds Disabled Childs are the neglected in our society. As they are part of our society we need to nurture them to make them efficient to our society. Thus our company has been donating a regular amount of money to several Blind students in their education which is removing the darkness of illiteracy. Merit Scholarship As the poor student doesn t have the financial support for their education along with their other needs. We are providing several poor students with proper financial assistance to support their education. Fire Service & Civil Defense Fire Service and Civil Defense is a service oriented first responding government organization of the Peoples Republic of Bangladesh under the Ministry of Home Affairs. The activity of the organization is devoted for the peoples. They organized various awareness programs to aware general peoples on various disasters. Recently Crown Group has sponsored an awareness & Sensitizing Seminar on Earthquake Vulnerability Preparedness and Way Forward which was organized by the Fire Service and Civil Defense. Environmental & Social Obligations Crown Group recognizes that various human activities leave harmful effects on ecological systems, climate and public health. In connection, the organization has made a commitment towards promoting sustainable environmental practices through all its activities. To grow a healthy environment we have donated Gulshan Joggers Society, a club of the walkers at Gulshan Park for organizing their awareness program for motivating the city people in living healthy life. Sports and Cultural We, Crown Group are most enthusiastic in sponsoring various Sports, which is the healthiest recreation for us. We have sponsored many Cricket tournament, Football tournament, Training program for young cricketers and so on all over the year. We also contribute to the religious festivals of various religions throughout the country. 72

74 INTERNATIONAL PROJECTS Int l Projects Flyover at Agartala, India made with Crown Cement. Largest Data Centre HiTech Park in Bangladesh located at Kaliakoir, Gazipur is being made with Crown Cement. Indira Gandhi Memorial Hospital at Agartala, India made with Crown Cement 73

75 Highlight of the Events HIGHLIGHT OF THE EVENTS Signing with LOESCHE Innovative Engineering Germany CNBM International Engineering Co. Ltd. for establishing our 5 th Unit with latest Ultra Modern Technology. Mr. Md. Alamgir Kabir, Additional Managing Director is receiving the National Export Trophy (Bronze) from the honorable Prime Minister Sheikh Hasina for the year (Awarded in 2017). Mr. Mollah Mohammad Majnu, Additional Managing Director handing over the Cheque to Valerie Ann Taylor being donation to the Centre for the Rehabilitation of the Paralyzed (CRP) for supporting their Rehabilitation Project. 74

76 HIGHLIGHT OF THE EVENTS Highlight of the Events Mr. Mohammed Jahangir Alam, Chairman and Alhaj Md. Khabiruddin Mollah, Managing Director is handing over the Crest to extend reception for honoring our Heroes of the Liberation War, 1971 for their greatest contribution. Mr. Md. Habibur Rahman Mollah, FCA, Executive Director is handing over the Key of a Microbus being donation from M. I. Cement Factory Limited to Mr. A. A. M. S. Arefin Siddique, ViceChancellor of Dhaka University for the use of the Office of the Controller of Examinations. Winner Team of the Rise High Bangladesh Competition Sponsored by M. I. Cement Factory Limited in association with the Daily Star for promoting the Innovative Export Ideas. 75

77 Auditors' Report AUDITORS' REPORT To the Shareholders of M. I. Cement Factory Limited Report on the Financial Statements We have audited the accompanying financial statements of M. I. Cement Factory Limited ("the Company") which comprise the statement of financial position as at 30 June 2017, and the statement of profit or loss and other 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 information. 76 M.I. CEMENT FACTORY LTD. I Annual Report I