Annual Report Rahim Textile Mills Ltd.

Transcription

1 Annual Report Rahim Textile Mills Ltd.

2 Annual Report th Annual Report

3 TRANSMITTAL LETTER The Shareholders Bangladesh Securi es and Exchange Commission Registrar of Joint Stock Companies & Firms Dhaka Stock Exchange Ltd. Sub: Annual Report for the year ended 30th June, Dear Sir (s), We are pleased to enclose a copy of Annual Report together with the Audited Financial Statements comprising Statement of Financial Posi on as at 30th June, 2016, Statement of Profit or Loss and other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year ended 30th June, 2016 along with notes thereon for your informa on and records. Yours sincerely Syed Saiful Haque Company Secretary Dated: November 16,

4 Annual Report 2016 Registered Office: 134, New Eskaton Road, Dhaka-1000 Corporate & Share Office: Mehnaj Monsur Tower House #11A, Road #130, Gulshan-1, Dhaka-1212 NOTICE OF THE 35th ANNUAL GENERAL MEETING No ce is hereby given that the 35th ANNUAL GENERAL MEETING of the Shareholders of the Company will be held on Monday, 26th December, 2016 at 9.00 a.m. at Trust Milonayaton, 545, Puraton Biman Bandar Sarak (Adjacent to Shahid Bir Shresta Jahangir Gate), Dhaka Cantonment, Dhaka-1206 to transact the following business: Agenda-1. To receive, consider and adopt the Audited Financial Statements for the year ended 30th June, 2016 together with the Report of the Directors and the Auditors thereon. Agenda-2. To declare dividend for the year ended 30th June, Agenda-3. Agenda-4. Agenda-5. To elect Directors in terms of the relevant provision of Ar cles of Associa on. To appoint Auditors for the year and to fix their remunera on. To re-appoint the Independent Director. By order of the Board Syed Saiful Haque Company Secretary Dated: November 16, 2016 Notes: (i) (ii) (iii) (iv) The Shareholders whose names would appear in the Share Register of the Company and/or Depository Register of CDBL on the record date i.e. November 09, 2016 would be en tled to a end at the AGM and to receive the dividend. The Proxy form must be affixed with requisite revenue stamp and be deposited at the Corporate & Share Office of the Company not less than 48 hours before the me fixed for the mee ng. Admi ance to the mee ng venue will be on produc on of a endance slip sent with the Annual Report. The Annual Report is available in the Company s website at le.com N.B: No gi or benefit in cash or kind shall be paid/offered to the hon ble Shareholders in the 35th AGM of the Company as per BSEC Circular under reference No.SEC/CMRRCD/ /154 dated

5 Corporate Philosophy: Vision We view business as a means to the material and social well being of the investors, employees and society at large, leading to accre on of wealth through financial and moral gains as a part of the process of the human civiliza on. Mission: Our mission is to produce and provide world class tex le and garments products and services and posi on the country in the higher value segment in the interna onal market. Objec ves: Our objec ves are to conduct transparent business opera on based on market mechanism within the legal & social frame work with aims to a ain the mission reflected by our vision. Quality Policy: Rahim Tex le Mills Ltd. is commi ed to be a provider of world class tex le products and services by offering unrivalled quality and sa sfying the customers. The Company is commi ed to avoid use of dyes and chemicals those are health hazard and harmful for the mankind and environment. Corporate Governance: Corporate Governance involves decisions making process for any corporate body as a going concern for the benefit of all concerned, present and future. These decisions may be categorized as policy & strategic, opera onal and execu ng, performance & evalua on and sharing of the accre onal assets between present and future cohorts. The involvement of the entrepreneur in all these areas invokes decision making governance on a con nuous basis, the degree of involvement being variable with the extent of delega on of authority top down and repor ng for accountability bo om up of the management echelon. These aspects of governance are shared by the Board of Directors, Execu ve Management, opera onal par cipants and workers and others in fulfillment of the common goals that converge in increasing the benefits of the stakeholders. To this end en re corporate governance efforts are blended with good governance prac ces as ethically and morally acceptable standards under a given socio poli co environmental phenomenon of our society in which we work live and exist. The organisms through which the corporate governance func ons are carried out are: BOARD OF DIRECTORS: (a) Cons tu on: The Board of Directors, the top Management echelon, consis ng of the founder entrepreneurs/ successors and Independent Directors, provides the policy and strategic support and direc on for the en re range of the corporate ac vi es. The Board of Directors consist of Seven (7) members including two Independent Directors with varied educa on and experience which provides a balancing character in decision making process. The Board is re-cons tuted every year at each Annual General Mee ng when one third of the members re res and seek re-elec on. A director is liable to be removed if the condi ons of the Ar cles of Associa on and the provisions of the Companies Act 1994 are not fulfilled. (b ) Role & Responsibili es: The main role of the Board of Directors, which is the highest level of authority, is to provide general superintendence, oversee the opera ons and control the affairs of the Company through appropriate delega on and accountability processes via the lines of command. However, the Board of Directors hold the ul mate responsibility & accountability with due diligence for conduc ng the ac vi es of the Company as per provisions of law in the interest of the shareholders, the stakeholders, the state and the society. The Board of Directors, in fulfillment of its responsibility holds periodic mee ngs, at least once a quarter and provides appropriate decisions/direc ons to the Execu ve Management. Such mee ng usually consider opera onal performance, financial results, review of budgets, capital expenditure proposals for BMRE or new projects/divisions/product lines, procurement of funds by issue of shares or borrowing, procurement of raw materials, plant & machinery, pricing of products/discounts, recruitment, training and promo on of officers, approval of audited accounts and distribu on of dividends and other interest of the stakeholders including the employees and workers. The Board of Directors take special care in designing and ar cula ng produc vity and compensa on plans of employees and workers and rewarding them appropriately on the basis of quality and quan ty of performance as an incen ve. Board also remains responsible for removal of opera onal hazards to life and health of workers, friendly environmental work condi on and social rela onship as demanded of good ci zen in a country. (C) Rela onship with Shareholders and Public: The shareholders as owners are required to be provided with material informa on on the Company s opera on quarterly, half-yearly and annually, the la er at the AGM. They are also provided rou ne services by the Company Secretary. The Board is, however, responsible to the Shareholders as well as investors for publica on of any Price Sensi ve Informa on as per BSEC Regula ons. A qualified & experienced Company Secretary is in charge to discharge all these responsibili es. The Company has also a web site to provide permissible informa on/no ces/price sensi ve informa on/financial reports and others for the Shareholders and interested investors. 4

6 Annual Report 2016 (d) Rela onship with Government: In its role on accountability to the government, the Board of Directors is to ensure payments of all dues to government in the form of import duty, custom duty, port charges, VAT, Corporate Taxes and other levies as and when they become due on the basis of actual opera ons and make sure to avoid corrup on. This has enabled the Company to enhance its contribu on to the Na onal Exchequer on a progressive rate year a er year. (e) Rela onship with Financiers/ Bankers: The Board oversees the financial transac ons and ensures to meet company s commitments to the lenders without default. (f) Rela onship with Suppliers: The Company has to import plant and machinery and the raw materials from abroad, it has to maintains cordial rela onship for mutually beneficial interest with its interna onal as well as local suppliers. This has enabled the company to avoid any legal disputes in interna onal/local courts and enhanced the Company s image as a good customer. (g) Corporate Social Responsibili es (CSR): The Board of Directors is also aware of the Corporate Social Responsibili es (CSR) especially in the areas of gender equality, race-religion- regional equality, non- employment of child labor, human rights, environmental pollu on, social marke ng and social-ac vi es. SEPARATE ROLE OF THE CHAIRMAN AND MANAGING DIRECTOR: The posi ons of Chairman and Managing Director are held separate persons. The Chairman is responsible for func ons of the Board while the Managing Director serves as the Chief Execu ve Officer (CEO) of the Company to implement the decision of the Board and to oversee the day to day func ons as permi ed by the Ar cles of Associa on. CHIEF FINANCIAL OFFICER, HEAD OF INTERNAL AUDIT AND COMPANY SECRETARY: The Company has appointed Mohammad Sakhawat Hossain, as Chief Financial Officer, Md. Rakibul Islam, as Head of Internal Audit and Syed Saiful Haque, as Company Secretary of the Company as per requirement of Bangladesh Securi es and Exchange Commission guidelines. AUDIT COMMITTEE OF BOARD: The Board of Directors has cons tuted an Audit Commi ee of the Board consis ng of three Directors. The Audit Commi ee is headed by the Independent Director, Dr. Sultan Hafeez Rahman, a renowned economist and former Director General, South Asia of Asian Development Bank (ADB). Other members are Mr. Azizur Rahim Chowdhury, Director and Dr. Shamim Ma n Chowdhury, Director. The Audit Commi ee carries out its responsibili es as per the provisions of law and submits its report to the Board of Directors from me to me. The Audit Commi ee shall also co-ordinates with the Internal and External Auditors as and when required. The Audit Commi ee ensures that adequate internal checks & balances supported by adequate MIS are in place for detec on of errors, frauds and other deficiencies. The other responsibili es include inter alia, not being limited to, the preven on of conflict of interest between the Company and its Directors, Officials, customers, suppliers, government and any other interest groups and detect or remove any scope of insider trading in the Company s stock. The Audit Commi ee also ensures compliance of requirements of BSEC and other agencies. The Audit Commi ee of the Board held 4 (four) Mee ngs during the year OTHER GOVERNANCE APPARATUS: The Company, in its efforts for Corporate Good Governance Prac ces, uses a series of top ranking professional service providers including Bankers, Insurers and Technical experts who con nuously assist the Board of Directors and the Execu ve Management in properly discharging their du es to all the shareholders, stakeholders, the Government, and the Public as highlighted below: (a) Independent Director: In compliance of the BSEC Regula ons on Good Governance, the Board of Directors as empowered by the Regula ons, appointed Dr. Sultan Hafeez Rahman, one of the renowned economist and former Director General, South Asia of Asian Development Bank (ADB) and Senior Research Fellow of Bangladesh Ins tute of Development Studies (BIDS), Adviser/consultant to the Ministry of Jute, Industry and Commerce and Finance and Planning of Govt. of Bangladesh, Member of the Board of Directors of Agrani Bank and Md. Qamrul Huda, one of the Senior Bankers of the country, former Managing Director of Pubali Bank Limited, Eastern Bank Limited and former Chief Execu ve of BCCI and addi onal Managing Director of U ara Bank Limited and General Manager of Janata Bank as the non-shareholder Independent Directors. It is expected that their exper se would help contribute to the further disclosure and protect the interest of all investors in general and smaller investors in par cular. (b) Bankers: The degree of efficient business opera on largely depends on the quality & efficiency of banking services received by the company. Efficient banking service brings down cost of opera ons. On the other hand, cost of financial services and interest on the lending by the banks are also required to be the minimum. With this end of view, the company has established long term business rela onship with the banks namely AB Bank Limited and The City Bank Limited who provide most efficient service at minimum cost/interest that benefit the shareholders. The company has neither ever defaulted in any commitment with its Bankers nor did get entangled in legal dispute at any court. 5

7 (c) Insurer: Insurance services cover certain opera onal risks which are required by law/business prac ces to be covered by legi mate insurance service providers for protec on of the interest of the company, the investors. To this end, the company has to select insurer with the most efficient, reputed and financially sound history so that claims, if any, are se led promptly and the premium rates are market compe ve. The Company, based on these considera ons, is maintaining insurance business rela onship with the highly reputed and publicly listed insurance companies namely Pioneer Insurance Co. Ltd., Peoples Insurance Co. Ltd. and United Insurance Co. Ltd. The company has not yet faced any dispute over any claims and the company enjoys special premium rates which protects the interest of the investors. (d) Auditors: The role of the auditors in cer fica on of the financial statement is the most significant aspect of Corporate Governance and protec on of interest of investors. As evident from the Annual Reports, the company rigidly follows the code of Interna onal Accoun ng Standards (IAS) and Bangladesh Accoun ng Standards (BAS) with legally required disclosures of Accounts and Financial Statements. This has been possible due to the high level capability and integrity of M/s. Malek Siddiqui Wali, Chartered Accountants whose performance has played a very trustworthy role in the protec on of interest of the investors. MANAGEMENT COMMITTEE: The Management Commi ee is led by the Managing Director (CEO) who has been appointed by the Board of Directors for a term of 5 years (renewable) with the approval of Shareholders in the Annual General Mee ng. The Managing Director is supported by professional, well educated, trained and experienced team consis ng of Mr. Ghaus Mohammad, Director-HR & Admin, Mr. Saiful Haq, Execu ve Director and Mohammad Sakhawat Hossain, Chief Financial Officer. SEGMENT REPORT: The company s opera ons are carried out on a single business and geographic segment within which the company operates and as such no segment repor ng is felt necessary. RISK PERCEPTION: The Company Management perceives investment risk within the na onal and interna onal economic perspec ves in rela on to legal and moral requirements involving inter alia, intellectual property right, scien fic inven on, WTO Regula on etc. and monetary and fiscal investment policies and has prepared its produc on & marke ng strategies to meet the challenges from these risks. WE STRIVE FOR We in Rahim, strive, above all, for top quality products at the least cost. We owe our shareholders and strive for protec on of their capital as well as ensure highest return and growth of their assets. We strive for best compensa on to all the employees who cons tute the back-bone of the management and opera onal strength of the Company. We strive for the best co-opera on of the creditors and debtors the banks & financial ins tu ons who provide financial support when we need them, the suppliers of raw materials & suppliers who offer them at the best prices at the opportune moments, the providers of u li es- power, gas & water etc. and the customers who buy our products and services by redeeming their claim in me by making prompt payment and by distribu ng proper product on due dates to our customers. We strive for fulfillment of our responsibility to the Government through payment of en re range of due taxes, du es and claims by various public agencies like municipali es etc. We strive, as responsible ci zen, for a social order devoid of malprac ces, an environmental behaviors, unethical and immoral ac vi es and corrup ve dealings. We strive for prac cing good-governance in every sphere of ac vi es covering inter alia not being limited to, disclosure & repor ng to shareholders, holding AGM in me, distribu on of dividends and other benefits to shareholders, repor ng/dissemina on of price sensi ve informa on etc. We strive for equality in sexes, races, religions and regions in all sphere of opera on without any discriminatory treatment. We strive for an environment free from pollu on and poisoning. We strive for the achievement of Millennium development goals for the Human Civiliza on. 6

8 Annual Report 2016 CORPORATE REVIEW I. MANAGEMENT APPARATUS: (a) BOARD OF DIRECTORS: Mr. Didar A. Husain Chairman Mr. A. Ma n Chowdhury Managing Director Dr. Shamim Ma n Chowdhury Director Ms. Saima Ma n Chowdhury Director Mr. Azizur Rahim Chowdhury Director Dr. Sultan Hafeez Rahman Independent Director Md. Qamrul Huda Independent Director (b) AUDIT COMMITTEE: Dr. Sultan Hafeez Rahman Chairman Dr. Shamim Ma n Chowdhury Member Mr. Azizur Rahim Chowdhury Member (c) MANAGEMENT COMMITTEE: Mr. A. Ma n Chowdhury Chairman Mr. Ghaus Mohammad Member Mr. Saiful Haq Member Mr. Mohammad Sakhawat Hossain Member (d) SENIOR CORPORATE OFFICIALS: Mr. Ghaus Mohammad Director, HR & Admin Mr. Saiful Haq Execu ve Director Mr. Mohammad Sakhawat Hossain Chief Financial Officer Mr. Syed Saiful Haque Company Secretary Mr. Md. Hedayet ullah General Manager Md. Rakibul Islam Head of Internal Audit (e) AUDITORS: Malek Siddiqui Wali Chartered Accountants (f ) COMPANY SECRETARY: Mr. Syed Saiful Haque (g) BANKERS: i. AB Bank Ltd. ii. The City Bank Ltd. (h) INSURERS: i. Pioneer Insurance Co. Ltd. ii. Peoples Insurance Co. Ltd. iii. United Insurance Co. Ltd. (i) LISTING: Dhaka Stock Exchange Ltd. (j) REGISTERED OFFICE: 134, New Eskaton Road, Dhaka (k) CORPORATE HEAD OFFICE: Mehnaj Monsur Tower, House # 11A, Road # 130,Gulshan-1, Dhaka (l) INVESTORS RELATION DEPARTMENT: Md. Kamruzzaman Fax No , kamruzzaman@knitasia.com, Tel: , Ext-282 Cell: (m) FACTORY: Shafipur, Kaliakoir, Gazipur. 7

9 II. CORPORATE HISTORY: Year of Incorpora on : 31 December, 1981 Year of Commencement of Produc on : 01 July, 1987 Year of Ini al Public Offering (IPO) : 1988 Stock Exchange Lis ng date : 29 March, 1988 Awarded Oeko-Tex Cer ficate : Authorized Capital : Tk.500 Million Paid Up Capital : Tk Million Product Lines : Dyeing, Prin ng of Woven & Knit Fabrics Number of Shareholders (30th June 2016) : 2555 Number of Employees (30th June 2016) : 588 III. FIVE YEARS OPERATIONAL RESULTS: (Figures in thousand Tk.) Par culars Turnover 630, , , , ,214 Gross Profit 108,568 92,310 70,211 83,094 68,151 Opera ng Profit 60,540 35,291 14,675 19,276 2,859 Net Profit before Tax 54,060 33,723 27,069 15,623 5,225 Net Profit a er Tax 43,331 23,565 23,180 12,795 4,418 Total Assets 655, , , , ,672 Fixed Assets 444, , , , ,306 Total Bank Loan 197, , , , ,883 Total Current Assets 210, , , , ,366 Total Current Liabili es 365, , , , ,527 Current Ra o 0.58:1 0.54:1 0.54:1 0.43:1 0.53:1 Authorized Capital 500, , , , ,000 Paid up Capital 48,559 34,685 27,527 22,022 20,020 Number of shares outstanding 4,855,851 3,468,465 2,752,750 2,202,200 2,002,000 Shareholder s Equity 234, , , , ,899 Face Value per Share Cash Dividend Per Share (%) Stock Dividend (%) Return on Paid up Capital 40% 40% 26% 25% 10% Net Assets Value per Share (NAV) Net Opera ng Cash Flow per Share Earning per share (Tk.) 8.92 * Number of Shareholders ,429 2,423 1,257 Number of Employees Produc on (In Lac yards) Earning per share for the year has been restated. 700,000 Turnover (Figure in thousand) Earning per share (Figures in Tk.) 600, , , , , , Production (In lac yards )

10 Annual Report 2016 MESSAGE FROM THE CHAIRMAN Dear Shareholders, I consider it a great honor to welcome you on behalf of the Board of Directors to the 35th Annual General Mee ng of Shareholders of Rahim Tex le Mills Ltd. and to present before you the Annual Report along with the Audited Financial Statements and the Auditors and Directors Report thereon of the Company for the year ended 30th June, During the financial year the Company succeeded in making the net profit due to increase in turnover of Tk million compared to previous year and decrease in percentage of cost of goods sold by 1.81% (Tk million i.e % of turnover in and Tk million i.e % of turnover in ) and decrease in percentage of financial expenses by 2.50% compared to previous year. Earlier the Board of Directors in its mee ng held on 8th November, 2010 had approved a BMRE plan (Plan No.-1) for Tk crore out of which a sum of Tk crore had so far been u lized. The Board, taking considera on of overall social, economical, poli cal situa on and careful review, decided to discon nue the remaining work of exis ng BMRE plan No.-1 and in its Board mee ng held on 21st March, 2016 passed another BMRE plan (Plan No.-2) for Tk crore, which was disseminated as price sensi ve informa on. As against our BMRE plan No.-2, The City Bank Ltd. approved Tk crore as project loan. Out of which import of Machinery & Equipment s and construc on of Building are under process. At present our produc on capacity stood lac yards. Bangladesh Securi es and Exchange Commission (BSEC) has introduced mandatory Guidelines on Corporate Governance. The Board of Directors of the Company is commi ed to deliver good governance and exercise best prac ces in all respects, for us, good governance is about managing the business effec vely and responsibly and in a way which is honest, transparent, showing accountability and abiding by the laws of the land. As you are aware, though the global recession which began in has gradually weakened over the years, the nega ve impacts however s ll remains. In fact, the world economic trend was never in our favor during this period. In spite of this our GDP growth rate had exceeded 7.00 percent. The vital export market for Ready Made Garments (RMG) products from Bangladesh is under watchful scru ny of USA and EU. We are striving to ensure that our compliance standards improve and we remain compe ve and con nue to grow and gain further access to the markets abroad. We take the opportunity to thank our Shareholders, Bangladesh Securi es and Exchange Commission, Dhaka Stock Exchange Ltd., CDBL, RJSC, Bankers, Customers, Employees and other stake holders for their whole hearted support to our Company. Didar A. Husain Chairman 9

11 DIRECTORS REPORT TO THE SHAREHOLDERS FOR THE YEAR Dear Shareholders, In terms of provisions of Sec on 184 of the Companies Act 1994, Rule 12 of the Bangladesh Securi es and Exchange Rules 1987, BSEC No fica on dated 07 August 2012 and IAS (Interna onal Accoun ng Standards) codes as adopted by the Ins tute of Chartered Accountants of Bangladesh (ICAB), it is the pleasure of the Board of Directors to submit its Report to the Shareholders for the year ended 30th June, 2016 in the following paragraphs. TEXTILE SECTOR: Industry outlook and possible future developments in the industry: Although we are not ge ng uninterrupted power supply in spite of this our produc on capacity u liza on has been increased by 3.95% compared to previous year. At present our installed produc on capacity is lac yards. The turnover growth of our company during the past few years are given below: Year Company s Growth Rate % % % % % COMPANY S OPERATIONS: Segment-wise or product wise performance: The actual produc on performance for the year under review has been affected due to shortage of power/gas supply. In spite of this u liza on of produc on capacity has increased from 83.03% to 86.98%. We are pleased to inform you that we have performed well in net profits and are regular in debt servicing. Earlier the Board of Directors in its mee ng held on 8th November, 2010 had approved a BMRE plan No.-1 for Tk crore out of which a sum of Tk crore had so far been u lized. The Board, taking considera on of overall social, economical, poli cal situa on and careful review, decided to discon nue the remaining work of exis ng BMRE plan No.-1 and in its Board mee ng held on 21st March, 2016 passed another BMRE plan No.-2 for Tk crore. Thus as against our BMRE plan No.-2 we got sanc on from The City Bank Ltd. Tk crore as project loan. Out of this import of Machinery and Equipment s & construc on of Building is under process. A compara ve statement of produc ons posi on are given below: Par culars % Increase/(decrease) 01 Produc on Capacity: a) Dyeing, Prin ng & Finishing unit (Lac yards) % 02 Actual Produc on: a) Dyeing, Prin ng & Finishing unit (Lac yards) % 03 Capacity U liza on: a) Dyeing, Prin ng & Finishing unit (Lac yards) % Risk and concerns: Global market is changing con nuously with demand for fabric on the increase. New trends in fabric development were seen in the year under review. Environment, economic & poli cal issues affects the trends and nature of business. Health and safety issues are also factors of concern. Price increase of raw materials and the price hike of energy has affected manufacturing cost. The call to go green to meet environmental and compliance requirements has caused a shi in selec ng eco-friendly chemicals which are expensive. Our efforts are to offset this imbalance through constant research and exploring alterna ve sources. Our objec ve is to reduce the chemical usage in produc ons. Analysis of Cost of Goods sold, Gross Profit Margin and Net Profit Margin: (a) Cost of Goods Sold: This year s cost of goods sold was Tk million (82.77% of turnover) as compared to last year s cost of goods sold of Tk million (84.58% of turnover). This is due to the fact that there has been decrease in average produc on cost by Tk.0.38 per yds (Tk in per yds and Tk in per yds). The increase in produc on quan ty is Lac yards over the last year. Produc on capacity u lized during the year was 86.98%. (b) Gross Profit: The turnover of the company during the year was Tk million as against last year s turnover of Tk million. The increase in turnover is 5.29% over the last year. Gross Profit earned during the year was Tk million (17.23% of turnover) as against last year s gross profit of Tk million (15.42% of turnover). The increase in Gross Profit ra o is due to decrease in prices of Dyes & Chemicals (Raw materials) and other overheads. The Gross profit ra o has increased by 1.81% over the previous year due to turnover quan ty has increased compared to the previous year. (c) Net Profit: Net profit (a er tax) earned during the year was Tk million as compared to last year s Net profit (a er tax) of Tk million. During the year net profit a er tax has increased due to increase of turnover and decrease of financial expenses on turnover by 2.50% compared to previous year. 10

12 Extra-Ordinary gain or loss: During the year the company incurred loss on disposal of fixed assets (old machinery) at Tk.3,828,601 and a er adjustment of Tk.51,803 as other income (net interest received from FDR) balance amount of Tk.3,776,798 has been shown as Non Opera ng Income which has been shown in note no in the Notes of Account. Related party transac ons: Related party transac ons are depicted in Note no in the Notes of Account. U liza on of proceeds from public issues and/or right issues: There were no public issues and/or right issues offered during the year. Financial results a er the company goes for Ini al Public Offering (IPO), Repeat Public Offering (RPO), Rights Offer, Direct Lis ng, etc.: Ini al Public Offering was made on There were no Repeat Public Offering, Rights Offer, Direct Lis ng, etc. in the history of the company. Variance between Quarterly Financial performance and Annual Financial Statements: The unaudited Earning per share (EPS) for 1st quarter was Tk.2.69, 2nd quarter Tk.4.36 and 3rd quarter Tk A er Audit the Annual Earning per share (EPS) stood at Tk The quarterly variance between 1st quarter to 2nd quarters occurred due to allotment of 1,387,386 number Bonus share for the year Otherwise there were no major variance between the quarterly financial performances. Remunera on to directors including independent directors: The remunera on of Directors including Independent Directors are depicted in Note no in the Notes of Account. Statement of Directors on Financial Reports: The above reports are depicted in Annexure-I Significant devia ons from the last year s opera ng results: Turnover increased by 5.29% over the last year. However, the Cost of goods sold (COGS) decreased by 1.81% due to decrease in price of Dyes & Chemicals and increase of sales quan ty. Financial expenses decreased by 2.50% due to repayment of term loan in me. As a result, opera ng profit has increased by 3.70% on sales compared to last year ( was 5.90% and is 9.60%). FINANCIAL RESULTS: The compara ve statements of financial results of the Company for the year as compared to previous year are summarized as follows: (Tk. in Thousand) Par culars % Increase/(Decrease) Turnover 630, , % Cost of goods sold 521, ,312 (1.81%) Gross profit 108,568 92, % Opera ng expenses 31,638 26, % Financial expenses 16,390 30,501 (2.50%) Opera ng profit 60,540 35, % Net profit (AT) 43,331 23, % Gross profit margin 17.23% 15.42% 1.81% Net profit margin 6.87% 3.94% 2.93% Earning per share (Tk.) 8.92 * Face value per share *Earning per share restated in the year Key opera ng and financial data of last 5 (five) years have been presented in summarized form at page no. 08 Dividend: Board of Directors has recommended for declara on of Stock 40% i.e (Zero point four zero) Bonus Share for every 01 (One) ordinary shares held by the shareholders on the Record date. MARKETING: Global market behavior is guided by trends, fashion demands, value etc. These challenges were faced con nuously in achieving our objec ves to capturing a greater market share. The most effec ve tools were innova on. New prin ng and dyeing houses posed a threat and compe on was intense. Through innova on we used different techniques in dyeing, prin ng and finishing. We adopted the new trends in our marke ng policy. Good intercommunica on with buyers and our suppliers helped in a aining our goals and ensured a good bonding. We have moved forward and are shredding our image of commission woven dyeing to a complete woven package dyeing house. We are providing dyed and printed woven fabric to buyers. In prin ng the trend is towards digital prin ng. We need to adopt this trend in order to remain strong. We are happy to inform that we have weathered the compe on and impediments and made posi ve progress. The future looks strong. CAPITAL EXPENDITURES: During the year the following capital expenditure were incurred by us with own finance: (Tk. in million) Par culars Land/civil construc on Plant & Machinery Other Fixed Assets Total Annual Report 2016

13 LONG TERM LOAN REPAYMENT: During the year the company has repaid the Term Loan amoun ng to Tk.93,189,088 and Director s loan amoun ng to Tk.14,953,649. As a -result the Term Loan posi on and Director s loan posi on as on 30th June, 2016 stood at Tk.66,864,433 and Tk. Zero respec vely. APPROPRIATION OF PROFIT: The Board of Directors recommended for appropria on of profit as follows: Retained Earnings brought forward from previous year : Tk. 68,077, Less: Dividend distribu on for the year : (Tk.13,873,860.00) Balance surplus brought forward : Tk. 54,203, Add: Net Profit (a er tax) during the year : Tk. 43,331, Add: Transfer to retained earnings : Tk. 2,302, Add: Transfer for disposed Assets : Tk. 89, Total net free surplus available for appropria on : Tk. 99,927, Appropria on Proposed: (i) Stock Dividend (Bonus Shares) in the ra o of 1:0.40 (40%) i.e (Zero point four zero) Bonus Share for every 01(One) ordinary share held on Record Date :(Tk.19,423,404.00) Retained Earnings a er payment of Dividend Tk. 80,503, DECLARATION OF DIVIDEND: In the line of proposed appropria on of profit, the Board of Directors proposed and recommended for declara on of Stock Dividend (Bonus 40% for the year This will need issuance of 1,942, Ordinary Shares of Tk each by capitaliza on of Tk. 19,423, out of Retained Earnings (free reserves). The stock dividend will be available to the Shareholders whose names would appear in the Share Register of the Company or in the Depository on the record date. ELECTION OF DIRECTORS: Rota on of Directors: Pursuant to Ar cle clause 120 of the Ar cles of Associa on of the Company Mr. Didar A. Husain, Director and Ms. Saima Ma n Chowdhury, Director shall re re by rota on and being eligible as per Ar cle 121 of the Ar cles of Associa on of the Company, they offered themselves for re-elec on. Brief resume and other informa on of the above men oned directors as per clause 1.5 (xxii) of BSEC no fica on date 7th August, 2012 are depicted in ANNEXURE III. APPOINTMENT OF AUDITORS: M/s. Malek Siddiqui Wali, Chartered Accountants, Auditors of the Company, will re re at this Annual General Mee ng (AGM) and being eligible offered themselves for re-appointment as auditors of the company for the year M/s. Malek Siddiqui Wali, Chartered Accountants, is a panel auditors of BSEC. The Board recommended M/s. Malek Siddiqui Wali., Chartered Accountants, 9-G, Mo jheel C/A, Dhaka-1000 for re-appointment as auditors of the Company of the year with fixa on of their remunera on. RE-APPOINTMENT OF INDEPENDENT DIRECTOR: The Board of Directors in its mee ng held on 06th June, 2016 decided to re-appoint Md. Qamrul Huda as Independent Director of the Company for a further period of 3 (three) years with effect from 19th June, 2016 as per BSEC Regula ons and recommended for approval by the shareholders in the ensuing Annual General Mee ng. Brief resume and other informa on of the above men oned director is depicted in ANNEXURE-III. CORPORATE GOVERNANCE: Corporate Governance is the prac ce of good ci zenship, through which the Company is governed by the Board, keeping in view its accountability to the shareholders and to the society. A statement in pursuance to clause 1.5, report of compliance, audit commi ee report as per clause 3.5, cer ficate from professional accountant as per clause 7(i) and a status of compliance as per clause 7(ii) of the BSEC No fica on No.SEC/CMRRCD/ /134/Admin/44 dated 07 August 2012 are depicted/disclosed in the ANNEXURE -I, II, III, IV, V, VI and VII respec vely. ACKNOWLEDGEMENT: The Directors are pleased to express their gra tude for the co-opera on and support provided by the Shareholders, Customers, Bankers, Insurance Companies, Suppliers, BSEC, DSE, CDBL and dedica on by Workers and Employees of the company without whose ac ve support the result would not have been possible. Looking forward to a bright future for all of us. On behalf of the Board of Directors, Didar A. Husain Chairman In the event of conflict between English text and Bangla text of this report, English text shall be prevailed. 12

14 iwng U UvBj wgjm& wjwg UW eq ii Rb kqvi nvìvie `i cöwz cwipvjbv cl `i cöwz e`b Annual Report 2016 m vwbz kqvi nvìvie `, cwipvjbv cl ` Avb `i mv _ Kv úvbx AvBb 1994 Gi 184 bs cwi Q`, wmwkdwiwur GÛ G PÄ iæjm& 1987 Gi 12 bs wewa Ges Zdwmj Abyhvqx kz vbymv i, wegmbwm bvwuwd Kkb ZvwiL 07 AvMó 2012 Ges w` BbwówUDU Ae PvUvW GKvD U v Um Ae evsjv `k (AvBwmGwe) KZ K M nxz AvB.G.Gm (Avš ÍRvwZK wnmve gvb`û) Abymv i 30 k Ryb, 2016 Zvwi L mgvß Avw_ K eq ii cöwz e`b m vwbz kqvi nvìvie `i Kv Q wb gœv³ cwi Q` jv Z ck Ki Qb:- U UvBj m±it wkí m úwk Z avibv Ges GB wk íi fwel r Dbœq bi m vebvt hw`i Avgiv avivevwnkfv e we`yr mieivn cvw Q bv Z_vwc wg ji Drcv`b 3.95% e w c q Q wemz eq ii Zzjbvq ez gv b Avgv `i Drcv`b ÿgzv jÿ MR Kv úvbxi wemz K qk eq ii weµq e w RwbZ Z_ wb œiæct eqi Kv úvbxi weµq e w i nvi % % % % % Kv úvbx cwipvjbv/kvh µgt LvZIqvix A_ev cb wfwëk djvdj t we ep eqi Kv úvbxi cök Z Drcv` bi cwigvb M vm/we`yr mieiv ni mízvi Rb ÿwzmö n q Q Zv m Z I Drcv`b ÿgzvi e envi 83.03% n Z 86.98% e wø c q Q Avgiv Avb `i mv _ Rvbvw Q h, Avgiv fvj bxu gybvdv AR b Ki Z mÿg n qwq Ges wbqwgz Fb cwi kva K iwq BwZcy e cwipvjbv cl ` 8B b f ^i 2010 Zvwi L KvwU UvKvi GKwU weggavib cwikíbv Aby gv`b K i Qb, hv n Z KvwU UvKv e envi Kiv n q Q cwipvjbv cl ` mvwek mvgvwrk, A_ bwzk I ivr bwzk welq jv we epbv K i D³ weggavib cwikíbv bv Pvwj q hviqvi wmøvší MÖnb K ib Ges 21 k gvp 2016 Zvwi L AbywôZ evw mfvq KvwU UvKvi weggavib cwikíbv bs-2 Aby gv`b K ib weggavib cwikíbv bs-2 Gi wecix Z w` wmwu e vsk wjwg UW n Z KvwU UvKvi FY eivï cviqv M Q hv _ K gwkbvix I BKzBcg v Um Avg`vbx Ges wewìs KÝUªvKmb cöwµqvaxb Av Q Drcv` bi Zzjbvg~jK wpî bx P `Iqv n jv t weeib % e w /(n«vm) 1 Drcv`b gzv: K) WvBs, wcöw Us GÛ % wdwbwks BDwbU (j MR) 2 cök Z Drcv`b: K) WvBs, wcöw Us GÛ % wdwbwks BDwbU (j MR) 3 Drcv`b gzvi e envi: K) WvBs, wcöw Us GÛ % wdwbwks BDwbU (jÿ MR) SuzwK I DwØMœZv mg~nt we&k evrvi `ªZ cwiez b n Q mv _ mv _ Kvc oi Pvwn`v e w cv Q Av jvp eq i Kvc oi Dbœq bi aviv Avgiv `L Z cvb cwi ek, A_ bwzk Ges ivr bwzk welq mgyn D³ aviv Ges e emvi cök wz K ÿwz MÖ Í K i ^v Ges wbivcëvi welqwu we epbvi welq KvPvgv ji g~j e w Ges we`yr Gi g~j e w Drcv`b e q e wø Ki Q meyrvq bi gvb`û iÿvi Rb cwi ek evüe K vwg Kj e envi KiZ n Q hv LyeB e qeûj G ÿ Î wekí KiYxq mgc K Avgv `i M elbv Ges cö Póv Ae vnz Av Q Avgv `i D Ïk n Q Drcv` bi ÿ Î me wb œ K vwg Kj e envi Kiv wewµz c b i e q we køly, gvu cövwšík gybvdv Ges bxu cövwšík gybvdvt (K) wewµz c b i e q t PjwZ eq i wewµz c b i e q wqj wgwjqb UvKv (Uvb Ifv ii 82.77%) hv wemz eq i wqj wgwjqb UvKv (Uvb Ifv ii 84.58%) GUv mz h c b i Mo Drcv`b e q cöwz M R K g Q 0.38 UvKv ( eq i cöwz M R UvKv hv h_vµ g eq i UvKv wqj) wemz eq ii Zzjbvq c b i Drcv`b jÿ MR e w c q Q PjwZ eq i Drcv`b ÿgzvi e envi n q Q 86.98% (L) gvu gybvdv t PjwZ eq i Kv úvbxi Uvb Ifvi wqj wgwjqb UvKv hv wemz eq i wqj wgwjqb UvKv wemz eq ii Zzjbvq Uvb Ifvi e w i nvi 5.29% PjwZ eq i gvu gybvdv AwR Z n q Q wgwjqb UvKv (Uvb Ifv ii 17.23%) hv wemz eq i wqj wgwjqb UvKv (Uvb Ifv ii 15.42%) gvu gybvdvi iwki e w cviqvi Kvib nj WvBm I K vwg Kj (KvPvgvj) Ges Ab vb Ifvi nw LiP n«vm cviqv wemz eqi A cÿv gvu gybvdvi iwki 1.81% e w c q Q Uvb Ifvi e w i Kvi b 13

15 (M) bxu gybvdv t PjwZ eq i (Ki ciez x) bxu gybvdv AwR Z n q Q wgwjqb UvKv hv wemz eq i wqj wgwjqb UvKv PjwZ eq i Ki ciezx bxu gybvdv e w cviqvi Kvib n Q c~e ez x eq ii Zzjbvq Avw_ K LiP 2.50% n«vm cviqv Ges weµ qi cwigvb e w cviqv A ^vfvwek jvf ev ÿwz t PjwZ eq i Kv úvbx vqx m úwë (civzb gwkbvix) ÿwz Z weµq K i Q 3,828,601 UvKv hvn Z 51,803 UvKv Ab vb Avq mgš^q Kivi ci 3,776,798 UvKv bb-acv iwus Avq wn m e cö`k b Kiv n q Q, hv wnmv ei bvu bs G cà wk Z n q Q AvšÍtm ú wkz Kv úvbxi jb `b mg~n t wnmv ei bvu bs Z AvšÍtm úwk Z jb `bmg~n eb bv Kiv n q Q cvewjk Bmÿ A_ev ivbu Bmÿ n Z cövß Znwe ji e envi t G eqi Kvb cvewjk Bmÿ A_ev ivbu Bmÿ Kiv nq bvb Bbwmqvj cvewjk Advwis (AvBwcI), wiwcu cvewjk Advwis (AviwcI), ivbu Advi, WvB i± wjw s BZ vw` _ K A_ ev Znwej cövwßi ci Kv úvbxi Avw_ K Ae v t Bbwmqvj cvewjk Advwis (AvBwcI) m úbœ n q Q 1988 mv j ciez x Z Kvb wiwcu cvewjk Advwis (AviwcI), ivbu Advi, WvB i± wjw s BZ vw` Kiv nq bvb evwl K Avw_ K weeibx I ˆÎgvwmK Avw_ K Ae vi weeibxi g a cv_ K t Kv úvbxi AwbixwÿZ wnmve Abyqvqx cö_g KvqvUv ii Avwb s cvi kqvi (BwcGm) wqj 2.69 UvKv, wøzxq KvqvUv ii 4.36 UvKv Ges Z Zxq KvqvUv ii 6.40 UvKv wbixÿvi ci evwl K PzovšÍ wnmv e Avwb s cvi kqvi (BwcG&m) `vwi q Q 8.92 UvKv cö_g KvqvUvi Ges wøzxq KvqvUv i BwcGmG cv_ K niqvi Kvib A_ eq ii jf vsk eve` 1,387,386 wu evbvm kqvi eivï Kiv &GQvov KvqvUviwj Avw_ K cöwz e` bi g a Zgb Kvb cv_ K cwijwÿz nqwb ^Zš cwipvjkmn cwipvjk `i cvwiköwgk t wnmv ei bvu bs G ^Zš cwipvjkmn cwipvjk `i cvwiköwgk eb bv Kiv n q Q Avw_ K cöwz e` bi Dci cwipvjkm Yi wee wz t Dc iv³ wi cvu mg~n G b vi-1 G eb bv Kiv n q Q wemz eq ii cwipvjbvmz djvd ji mwnz PjwZ eq ii e eavb t wemz eq ii Zzjbvq Uvb Ifvi 5.29% e w c q Q hw`i wewµz c b i e q n«vm c q Q 1.81% WvBm I K vwg Kjm Gi LiP n«vm cviqv Ges weµ qi cwigvb e o hviqvi Rb Avw_ K LiP 2.50% n«vm c q Q Uvg jvb h_v mg q cwi kva Kivi Rb djköæwz Z Acv iwus gybvdv weµ qi Dci e w c q Q 3.70% wemz eq ii Zzjbvq ( eq i wqj 5.90% Ges eq i 9.60%) Avw_ K ch v jvpbv: cye ezx eq ii m ½ ZzjbvgyjK Avw_ K djvdj bx P Dc vcb Kiv n jv: (nvrvi UvKvq) weeiy %e w (n«vm) weµq 630, , % wewµz c Y i e q 521, ,312 (1.81%) gvu jvf 108,568 92, % cwipvjb e q 31,638 26, % Avw_ K e q 16,390 30,501 (2.50%) cwipvjbv gybvdv 60,540 35, % bxu jvf Ki ciez x 43,331 23, % gvu Av qi nvi 17.23% 15.42% 1.81% bxu Av qi nvi 6.87% 3.94% 2.93% kqvi cöwz Avq (UvKv) 8.92 * kqv ii AwfwnZ g~j * eq i kqvi cöwz Avq wi ó UW Kiv n q Q wemz 05 (cuvp) eq ii gyl cwipvjb Ges Avw_ K WvUvmg~n mswÿß AvKv i c ôv bs 08 G eb bv Kiv n q Q jf vsk t cwipvjbv cl ` 40% K wwwf WÛ A_ vr cöwz 01wU mvavib kqv ii wecix Z 0.40 (k~b `kwgk Pvi k~b )wu evbvm kqvi Nvlbvi Rb AÎ mvavib mfvq mycvwik K i Qb ikw W U h mkj kqvi nvìvi `i bvg Kv úvbxi kqvi iwróvi A_ev ww cvwruwi iwróv i wjwce _vk e Zviv Dc iv³ jf vsk cv eb evrvirvzkib t wek evrv ii AvPib d vk bi Pvwn`v, g~j I aviv Øviv wbqwš Z n Q Avgiv wek evrv i Avgv `i kqvi a i ivl Z cöwzw`b µgvmz D³ evavmgyn gvkv ejv KiwQ me P q Kvh Kwi c_ n Q bzzb wkqz Avwe vi Kiv bzzb wcöw Us I WvBs nvdm jv G ÿ Î cöwz hvwmzv Ges _ªU m wó K i Q Avwe v ii d j Avgiv WvBs, wcöw Us I wdwbwms Gi ÿ Î bzzb KŠkj Aej ^b KiwQ Avgv `i evrvirvzkib bxwz Z Avgiv bzzb avibv cö qvm K iwq µzv Ges mieivnkvwi `i mv _ PgrKvi hvmv hvm vcb Avgv `i jÿ AR b I W ebwws G mnvqzv Ki Q Avgiv GKwU cwic~b I fb c v KR WvBs nvdm Gi w` K AMÖmi nw Q Avgv `i µzv `i K WvBW Ges wcöb UW I fb dweªk mieivn KiwQ wcªw Us G wwwruvj aviv Pj Q Avgv `i kw³kvwj niqvi Rb G aviv MÖnb Ki Z n e Avb `i mv _ Rvbvw Q h GRb Avgiv cöwz hvwmzv gvkv ejvq h_vh_ fv e AMÖmi nw Q Ges fwel Z D¾j `L Z cvw Q 14

16 g~jabx e q: mv j Kv úvbxi g~jabx e q wbgœiæc hv wbr ^ Znwej _ K guv bv n q Q: (wgwjqb UvKvq) weeib f~wg I BgviZ hš cvwz Ab vb vqx m úwë gvu `xn gqv`x FY cwi kva: PjwZ eqi Kv úvbx Uvg jvb eve` 93,189,088 UvKv Ges WvB i±im FY eve` 14,953,649 UvKv cwi kva K i Q djköæwz Z 30 k Ryb 2016 Zvwi L Uvg jvb Ges WvB i±im F Yi w wz `vwo q Q h_vµ g 66,864,433 UvKv Ges ïb UvKv gybvdv e Ub: cwipvjbv cl ` wb gœv³ Dcv q gybvdv e U bi mycvwik K i Qb: c~e ezx eq ii wi UBb Avwb sm UvKv 68,077, ev`: eq ii jf vsk weziy (UvKv 13,873,860.00) DØ Ë vbvšíi UvKv 54,203, hvm : bxu gybvdv (Ki ciezx) eq ii UvKv 43,331, hvm: wi UBb Avwb s m vbvší ii mgš^q UvKv 2,302, hvm: wwmcmw m úwë vbvšíi UvKv 89, Ave U bi Rb bxu wd«znwej UvKv 99,927, cö ÍvweZ jf vsk: ók wwwe WÛ 40% ( evbvm kqvi) cöwz 01wU mvavib kqv ii wecix Z 0.40wU evbvm kqvi ( UvKv 19,423,404.00) jf vsk cö`v bi ci DØ Ëc Î vbvšíi UvKv 80,503, jf vsk Nvlbv: cö ÍvweZ gybvdv Ave Ub Abyhvqx cwipvjbv cl ` eq ii Rb 40% K wwwf WÛ ( evbvm kqvi) Nvlbvi Rb mycvwik K i Qb Gi Rb cöwzwu 10 UvKv wn m e 1,942, mvavib kqvi Bmÿ eve` 19,423, UvKv wi UBb Avwb s (wd«-wirvf ) n Z g~jab wnmv e vbvší ii cö qvrb ikw W U h mkj kqvi nvìvi `i bvg Kv úvbxi kqvi iwróvi A_ev ww cvwruwi iwróv i wjwce _vk e Zviv Dc iv³ K jf vsk cv eb cwipvjk wbev Pb: Kv úvbxi AvwU Kjm Ae G mvwm qk bi 120 aviv gvzv ek Rbve w``vi G. nv mb, cwipvjk I wgm mvqgv gwzb PŠayix, cwipvjk, cwipvjbv cl ` n Z Aemi wb Qb Ges hvm weavq 121 aviv gvzv ek c~b: wbev wpz niqvi AvMÖn cökvk K i Qb Zv `i m úwk Z Z_ Ges Rxebe ËvšÍ wegmbwm bvwuwd Kkb Abyhvqx Gbv vi-3 G mswÿßkv i mshy³ Kiv n q Q wbix K wb qvm: Kv úvbxi ez gvb wbix K gmvm gv jk wmwïkx Iqvjx, PvU vw GKvD U v Um& AÎ mfvq Aemi MÖnb Ki eb Ges hvm weavq Zviv eq ii Rb cybivq AwWUi wn m e wb qvm c Z wjwlzfv e AvMÖn cökvk K i Qb gmvm gv jk wmwïkx Iqvjx, PvU vw GKvD U v Um&, wegmbwmi c v bjf ³ AwWUi cwipvjbv cl ` gmvm gv jk wmwïkx Iqvjx, PvU vw GKvD U v Um&, 9-wR, gwzwsj ev/g, XvKv-1000 K Zv `i cvwiköwgk wba vib mn mv ji Rb AwWUi wn m e wb qvm c Z mycvwik K i Qb ^Zš cwipvj Ki cyb:wb qvm: cwipvjbv cl ` 06 Ryb, 2016 Zvwi L AbywóZ mfvq gv: Kvgiæj û`v K cybivq 3 (wzb) eq ii Rb ^Zš cwipvjk wn m e wegmbwmi i jkb Ab~qvqx wb qv Mi wm vší MÖnb K i Qb hv Ryb 19, 2016 ZvwiL _ K Kvh Ki nq, hv AÎ evwl K mvavib mfvq kqvi nvìvie `i Aby gv` bi Rb mycvwik K i Qb gv: Kvgiæj û`v mv n ei Rxebe ËvšÍ I Ab vb Z_ vw` mswÿßkv i Gbv vi-3 G mshy³ Kiv n q Q K cv iu Mf bý cöwz e`b: wmwkdwiwur GÛ GK PÄ Kwgkb Gi bvwuwd Kkb bs GmBwm/wmGgAviAviwmwW/ /134/GWwgb/44 ZvwiL: 07 AvMó 2012 Gi wbwi L GKwU weeibx 1.5 aviv Abymv i cöwzcvjb cöwz e`b, AwWU KwgwU cöwz e`b 3.5 aviv Abymv i, aviv 7(1) Abymv i cö dkbvj PvU vw GKvDb U U KZ K mvwu wd KU Ges K cv iu Mf bý cöwzcvjb 7(2) Gi Ae v h_vµ g mshyw³- I, II, III, IV, V, VI Ges VII Gi gva g eb bv/cökvk Kiv n jv e e vcbv KZ c i ^xk wz: cwipvjbv cl `i c _ K Kv úvbxi kqvi nvìvi, MÖvnK, e vskvi, BÝÿ iý Kv úvbx, mieivnkvix, wegmbwm, wwgmb, wmwwwegj I Ab vb cöwzôv bi mn hvmxzv I Dc ` ki Rb ab ev` Rvbvw Q ZvQvov Kv úvbxi kªwgk, Kg Pvix `i wbôv I HKvwšÍK Kg DÏxcbvi Rb m šívl cökvk Ges ab ev` Rvbvw Q cwipvjbv cl `i c ÿ, Annual Report 2016 w``vi G. nv mb Pqvig vb 15

17 ANNEXURE I The Directors also report that: Related Party Transac ons are depicted in Note no.3.24 in the Notes of Account. Remunera on of Directors including Independent Director have been shown in Note no in the Notes of Account. The Financial Statement of the Company present true and fair view of the Company s state of affairs, result of its opera ons, cash flows and changes in equity. Proper books of accounts as required by the prevailing law have been maintained. Appropriate accoun ng policies have been followed in formula ng the financial statements and accoun ng es mates were reasonable and prudent. The financial statement was prepared in accordance with IAS/BAS/IFRS/BFRS. The internal control system is sound in design and is effec vely implemented and monitored. There is no significant doubt about the company s ability to con nue as a going concern. Significant devia on from the opera ng result compared to the last year is depicted in page no 11 above Key opera ng and financial data of last five years have been presented in summarized form in page no. 08 The number of Board Mee ng and the a endance of directors during the year were as follows: Name of Directors Posi on Mee ng Held A ended Didar A. Husain Chairman A. Ma n Chowdhury Managing Director Dr. Shamim Ma n Chowdhury Director Saima Ma n Chowdhury Director Azizur Rahim Chowdhury Director Dr. Sultan Hafeez Rahman Independent Director Md. Qamrul Huda Independent Director The pa ern of shareholding as required by clause 1.5 (xxi) of the BSEC No fica on dated 07 August, 2012, stated in Annexure-II. Informa on of Directors who seek appointment/re-appointment as required by clause 1.5 (xxii) of the BSEC No fica on dated 07 August, 2012, stated in Annexure-III. Status of compliance with the condi ons imposed by the Bangladesh Securi es and Exchange Commission is enclosed as Annexure VII. ANNEXURE-II Pa ern of Shareholding as on 30th June, 2016: Name of the Shareholders Status Shares held % i. Parent/Subsidiary/Associated Companies and other related par es Nil Nil Nil ii. Directors: Didar A. Husain Chairman 918, A. Ma n Chowdhury Managing Director 945, Dr. Shamim Ma n Chowdhury Director 713, Saima Ma n Chowdhury Director 974, Azizur Rahim Chowdhury Director 175, Dr. Sultan Hafeez Rahman Independent Director Nil Nil Md. Qamrul Huda Independent Director Nil Nil iii. Chief Execu ve Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and their Spouses and Minor Childrens: A. Ma n Chowdhury Chief Execu ve Officer 945, Mohammad Sakhawat Hossain Chief Financial Officer Nil Nil Syed Saiful Haque Company Secretary Nil Nil Md. Rakibul Islam Head of Internal Audit Nil Nil Shirin Didar Husain Wife of Mr. Didar A. Husain 143, Dr. Shamim Ma n Chowdhury Wife of Mr. A. Ma n Chowdhury 713, iv. Execu ves Nil Nil Nil v. Shareholders holding 10% or more vo ng interest in the Company Didar A. Husain Chairman 918, A. Ma n Chowdhury Managing Director 945, Dr. Shamim Ma n Chowdhury Director 713, Saima Ma n Chowdhury Director 974,

18 ANNEXURE-III Brief Resume of the Directors Annual Report 2016 Directors who seek re-appointment: Mr. Didar A. Husain: Mr. Didar A. Husain is a renowned and dynamic personality in the Tex le Sector of Bangladesh. Just a er comple ng HSC with Honors from Faujdarhat College and while a freshman at Dhaka University, Department of History, he joined the Libera on War of Bangladesh in 1971, and was commissioned in the Bangladesh Army during the war. Having served with the Army with dis nc on which included being Instructor in the Infantry School for 3 (three) years, he re red as a Major in He is the founder sponsor Director of Rahim Tex le Mills Limited since He has more than 34 (thirty four) years experience in the Tex le Sector. He is the Chairman of Rahim Tex le Mills Limited and Managing Director of Graphics Informa on System Ltd, Property Care Services Bangladesh (Pvt.) Ltd. and Director of Hejaz Publica ons Ltd. Mr. Husain has been ac vely involved in the organiza onal ac vi es of Bangladesh Tex le Mills Associa on (BTMA) and was Vice President for the year 2005 and He was also a Member of the Business Advisory Body of CRP (Center for Rehabilita on of the Paralyzed), Savar. Ms. Saima Ma n Chowdhury: Ms. Saima Ma n Chowdhury is a Director of the Company since 2007, daughter of Mr. A. Ma n Chowdhury. She is a bright young execu ve having High School gradua on from Concord Academy, Concord, Massachuse s, USA- B.Sc. from Swarthmore College, Pennsylvania, USA and MBA from Wharton Business School, University of Pennsylvania USA. She has work experience in the Unites States with Ernst & Young and Victoria s Secret. She has more than 09 (nine) years working experience in the tex le sector. She is also the Director of Malek Spinning Mills Limited (listed company), Salek Tex le Limited, J.M. Fabrics Limited, Fatehbagh Tea Company Limited and Design Asia Limited. Re-Appointment of Independent Director: Md. Qamrul Huda Md. Qamrul Huda, one of the Senior Bankers of the country former Managing Director of Pubali Bank Limited, Eastern Bank Limited and former Chief Execu ve of BCCI and addi onal Managing Director of U ara Bank Limited and General Manager of Janata Bank. Mr. Qamrul Huda has been re-appointed as Independent Director of the Company for a further period of 3 (three) years by the Board of Directors of Rahim Tex le Mills Limited on 06th June 2016 with effect from 19th June ANNEXURE-IV AUDIT COMMITTEE REPORT For the Year Rahim Tex le Mills Limited having an Audit Commi ee as a sub commi ee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibili es. The Audit Commi ee consists of the following persons: Dr. Sultan Hafeez Rahman, Independent Director Chairman Dr. Shamim Ma n Chowdhury, Director Member Mr. Azizur Rahim Chowdhury, Director Member Mr. Syed Saiful Haque, Company Secretary Secretary The scope of Audit Commi ee was defined as under: a. Review and recommend to the Board to approve the quarterly, half yearly and annual financial statements prepared for statutory purpose; b. Monitor and oversee choice of accoun ng policies and principles, internal control risk management process, audi ng ma er, hiring and performance of external auditors; c Review statement of significant related party transac ons submi ed by the management; d. Carry on a supervision role to safeguard the system of governance and independence of statutory auditors; and e. Review and consider the report of internal auditors and statutory auditors observa ons on internal control. Ac vi es carried out during the year: The Commi ee reviewed the integrity of the quarterly, half yearly and annual financial statements and recommended to the Board for considera on. The Commi ee had overseen, reviewed and approved the procedure and task of the internal audit, financial report prepara on and the external audit reports. The Commi ee found adequate arrangement to present a true and fair view of the ac vi es and the financial status of the company and didn t find any material devia on, discrepancies or any adverse finding/observa on in the areas of repor ng. Dr. Sultan Hafeez Rahman Chairman Audit Commi ee Date: 17th October,

19 ANNEXURE-V CEO & CFO s DECLARATION TO THE BOARD OF DIRECTORS. The Board of Directors Rahim Tex le Mills Limited 134, New Eskaton Road, Dhaka Subject: CEO & CFO s Declara on to the Board of Directors. Dear Sirs: In compliance with the condi on no.6 imposed by the Bangladesh Securi es and Exchange Commission s No fica on No. SEC/CMRRCD/ /134/Admin/44 dated 07 August 2012 issued under Sec on 2CC of the Securi es and Exchange Ordinance, 1969, we do hereby cer fy to the Board of Directors that; (i) We have reviewed the financial statements of the company for the year ended on 30th June 2016 and that to the best of our knowledge and belief: (a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; (b) these statements together present a true and fair view of the company s affairs and are in compliance with exis ng accoun ng standards and applicable laws. (ii) There are, to the best of knowledge and belief, no transac ons entered into by the company during the year which are fraudulent, illegal or viola on of the company s code of conduct. Sincerely yours, (Mohammad Sakhawat Hossain) Chief Financial Officer (A. Ma n Chowdhury) Managing Director Dated: 05th October, 2016 Dhaka ANNEXURE-VI AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE COMPLIANCE OF We have examined the compliance of the condi ons of corporate governance guidelines of the Bangladesh Securi es and Exchange Commission (BSEC) of Rahim Tex le Mills Limited for the year ended on 30June 2016 as s pulated in clause 7(i) of the BSEC No fica on No. SEC/CMRRCD/ /134/Admin/44 dated 07 August The compliance of the condi ons of corporate governance guidelines as stated in the aforesaid no fica on and repor ng of the status of compliance is the responsibility of the management of Rahim Tex le Mills Limited. Our examina on for the purpose of issuing this cer fica on was limited to the checking the procedures and implementa on thereof as adopted by Rahim Tex le Mills Limited for ensuring the compliance of condi ons of corporate governance and correct repor ng of compliance status on the a ached statement on the basis of evidence gathered and representa on received. To the best of our informa on and according to the explana ons given to us, we cer fy that, as reported on the a ached status of compliance statement, Rahim Tex le Mills Limited has complied with condi ons of corporate governance s pulated in the above men oned BSEC no fica on dated 07 August 2012 and subsequent amendment made thereon. Dhaka,15 November 2016 Das Chowdhury Du a & Co. Chartered Accountants 18

20 ANNEXURE-VII Corporate Governance Compliance Report Annual Report 2016 Status of compliance with the condi ons imposed by the Bangladesh Securi es and Exchange Commission s No fica on No. SEC/CMRRCD/ /134/Admin/44 dated 07 August Condi on No. Title Complied Not Complied Remarks (if any) 1.1 Board Size : The number of the Board members shall not be less than 5 (Five) and more than 20 (Twenty) 1.2 Independent Directors: 1.2 (i) One fi h (1/5th) of the total number of directors 1.2 (ii) a) Does not hold any share or holds less than 1% shares of the total paid up shares 1.2 (ii) b) Not connected with any sponsor/ director/shareholder who holds 1% or more shares of the total paid up shares on the basis of family rela onship. 1.2 (ii) c) Does not have any other rela onship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies 1.2 (ii) d) Not a member, director or officer of any stock exchange 1.2 (ii) e) Not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market 1.2 (ii) f) Not a partner or an execu ve or was not a partner or an execu ve during the preceeding 3 (three) years of any statutory audit firm 1.2 (ii) g) Not be an independent director in more than 3 (three) listed companies 1.2 (ii) h) Not been convicted by a court of competent jurisdic on as a defaulter in payment of any loan to a bank or a NBFI 1.2 (ii) i) Not been convicted for a criminal offence involving moral turpitude 1.2 (iii) Appointed by the Board of Directors and approved by the shareholders in the AGM 1.2 (iv) Not remain vacant for more than 90 (ninety) days 1.2 (v) Board shall lay down a code of conduct of all Board members and annual compliance of the code to be recorded 1.2 (vi) Tenure of office of an Independent Director shall be for a period of 3(three) years, which may be extended for 1(one) term only 1.3 Qualifica on of Independent Director (ID) 1.3 (i) Knowledge of Independent Directors 1.3 (ii) Background of Independent Directors 1.3 (iii) Special cases for qualifica ons 1.4 Individual Chairman of the Board and Chief Execu ve Officer 1.5 The Director s Report to Shareholders: 1.5 (i) Industry outlook and possible future developments in the industry 1.5 (ii) Segment-wise or product-wise performance 1.5 (iii) Risks and concerns 1.5 (iv) Discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin 1.5 (v) Discussion on con nuity of any Extra-Ordinary gain or loss 1.5 (vi) Basis for related party transac ons 1.5 (vii) U liza on of proceeds from public issues, rights issues and/or through any others 1.5 (viii) Explana on if the financial results deteriorate a er the company goes for IPO, RPO, Rights Offer, Direct Lis ng 1.5 (ix) Explana on about significant variance occurs between Quarterly Financial performance and Annual Financial Statements 1.5 (x) Remunera on to directors including independent directors 1.5 (xi) Fairness of Financial Statements 1.5 (xii) Maintenance of proper books of accounts 1.5 (xiii) Adop on of appropriate accoun ng policies and es mates 1.5 (xiv) Followed IAS, BAS, IFRS and BFRS in prepara on of financial statements 1.5 (xv) Soundness of internal control system 1.5 (xvi) Ability to con nue as a going concern 1.5 (xvii) Significant devia ons from the last year s 1.5 (xviii) Key opera ng and financial data of at least preceding 5 (five) years 1.5 (xix) Reasons for not declared dividend 1.5 (xx) Number of Board mee ngs held during the year and a endance 1.5 (xxi) Pa ern of shareholding: 1.5 (xxi) a) Parent/Subsidiary/Associated Companies and other related par es 1.5 (xxi) b) Directors, CEO, CS, CFO,HIA and their spouses and minor children 1.5 (xxi) c) Execu ves 1.5 (xxi) d) 10% or more vo ng interest 1.5 (xxii) Appointment/re-appointment of director: 1.5(xxii) a) Resume of the director N/A N/A N/A N/A 19

21 Condi on No. Title Complied Not Complied Remarks (if any) 1.5(xxii)b) 1.5(xxii) c) Exper se in specific func onal areas Holding of directorship and membership of commi ees of the board other then this company Appointment of CFO, HIA and CS: A endance of CFO and CS at the mee ng of the Board of Directors Audit Commi ee: 3 (i) 3 (ii) 3 (iii) 3.1 Cons tu on of Audit Commi ee Assistance of the Audit Commi ee to Board of Directors Responsibility of the Audit Commi ee Cons tu on of the Audit Commi ee: 3.1 (i) 3.1 (ii) 3.1 (iii) 3.1 (iv) 3.1 (v) 3.1 (vi) 3.2 At least 3(three) members Appointment of members of the Audit Commi ee Qualifica on of Audit Commi ee members Term of Service of Audit Commi ee members Secretary of the Audit Commi ee Quorum of the Audit Commi ee mee ng Chairman of the Audit Commi ee: 3.2 (i) 3.2 (ii) 3.3 Board of Directors shall select the Chairman Chairman of the audit commi ee shall remain present in the AGM Role of Audit Commi ee: 3.3 (i) 3.3 (ii) 3.3 (iii) 3.3 (iv) 3.3 (v) Oversee the financial repor ng process Monitor choice of accoun ng policies and principles Monitor Internal Control Risk management process Oversee hiring and performance of external auditors 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) 3.3 (viii) 3.3 (ix) Review the adequacy of internal audit func on Review statement of significant related party transac ons Review Management Le ers/le er of Internal Control weakness issued by statutory auditors 3.3 (x) Disclosure about the uses/applica ons of funds raised by IPO/RPO/Rights Issue N/A 3.4 Repor ng of the Audit Commi ee: Repor ng to the Board of Directors: (i) Ac vi es of Audit Commi ee (ii)a) Conflicts of interest (ii)b) Material defect in the internal control system (ii)c) Infringement of laws, rules and regula ons (ii)d) Any other ma er Repor ng to the Authori es 3.5 Repor ng to the Shareholders and General Investors 4 Engagement of External/Statutory Auditors: 4 (i) Appraisal or valua on services or fairness opinions 4 (ii) Financial informa on systems design and implementa on 4 (iii) Book-keeping 4 (iv) Broker-dealer services 4 (v) Actuarial services 4 (vi) Internal audit services 4 (vii) Services that the Audit Commi ee determines 4 (viii) Audit firms shall not hold any share of the company they audit. 4 (ix) Audit/cer fica on services on compliance of corporate governance 5 Subsidiary Company: 5 (i) Composi on of the Board of Directors 5 (ii) At least 1 (one) independent director to the subsidiary company 5 (iii) Submission of Minutes to the holding company 5 (iv) Review of Minutes by the holding company 5 (v) Review of Financial Statement by the audit commi ee of the holding company 6 Du es of Chief Execu ve Officer and Chief Financial Officer: 6 (i) a) Reviewed the materially untrue of the financial statement 6 (i) b) Reviewed about compliance of the accoun ng standard 6 (ii) Reviewed about fraudulent, illegal or viola on of the company s code of conduct 7 Repor ng and Compliance of Corporate Governance: 7 (i) Obtain cer ficate about compliance of condi ons of Corporate Governance Guidelines 7 (ii) Annexure a ached, in the director s report N/A N/A N/A N/A N/A 20

22 Annual Report 2016 Malek Siddiqui Wali PHONE: OFF : CHARTERED ACCOUNTANTS PABX: , Partners: Md. Waliullah, FCA FAX: Mr.Swadesh Ranjan Saha, FCA Md. Habibur Rahman Sarker, FCA Mr. Anjan Mallik, FCA AUDITORS REPORT to the shareholders of Rahim Tex le Mills Limited wali@satcombd.com 9-G, Mo jheel C/A, Dhaka-1000, Bangladesh We have audited the accompanying Financial Statements of Rahim Tex le Mills Limited which comprises Statement of Financial Posi on as at 30th June 2016 and the related Statement of Profit or Loss and other Comprehensive Income, Statement of Cash Flows, Statement of Change in Equity and Notes for the year then ended, and a summary of significant accoun ng policies and other explanatory notes. Management s Responsibility for the Financial Statements: The Management is responsible for the prepara on and fair presenta on of these financial statements in accordance with Bangladesh Accoun ng Standard(BAS)/Bangladesh Financial Repor ng Standards (BFRS), the companies Act 1994, Bangladesh Securi es Exchanges Commission Rules 1987 and other applicable laws and regula on and for such internal control as management determines is necessary to enable the prepara on of financial statements that are free from material misstatement, where due to fraud or error. Auditor s Responsibility: Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Audi ng (BSA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance where the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor consider internal control relevant to the en ty s prepara on and fair presenta on of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing and opinion on the effec veness of the en ty s internal control. An audit also includes evalua on the appropriateness of accoun ng policies used and the reasonableness of accoun ng es mates made by management, as well as evalua ng the overall presenta on of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion: In our opinion, the financial statements prepared in accordance with Bangladesh Accoun ng Standard/Bangladesh Financial Repor ng Standards (BFRS), give a true and fair view of the state of the company s affairs as of 30th June 2016 and of the results of its opera ons and its cash flows for the period then ended and comply with the Companies Act 1994, relevant schedule of Bangladesh Securi es Exchanges Commission Rules 1987 and other applicable laws and regula ons. We also report that: a) We have obtained all the informa on and explana ons which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verifica on thereof; b) In our opinion, proper books of accounts as required by law have been kept by the company so far as it appeared from our examina on of those books; c) The Company s Statement of Financial Posi on and Statement of Profit or Loss and other Comprehensive Income dealt with by the report are in agreement with the books of accounts; d) The expenditures incurred and payments made were for the purpose of the company s business. Dated: Dhaka Malek Siddiqui Wali 18 October, 2016 Chartered Accountants 21

23 Statement of Financial Posi on As at 30 June 2016 As at 30 June 2016 As at 30 June 2015 Item Note Taka Taka ASSETS: Non Current Assets Property Plant & Equipment ,606, ,490, ,606, ,490,698 Current Assets Inventories ,562,477 49,008,794 Accounts Receivable ,293,504 86,527,620 Advances, Deposits & Pre-Payments ,826,293 16,959,776 Cash & Bank Balances ,224,225 23,357, ,906, ,853,303 TOTAL ASSETS 655,513, ,344,002 SHARE HOLDER'S EQUITY & LIABILITIES: Shareholder's Equity Share Capital ,558,510 34,684,650 Retained Earnings 99,927,242 68,077,465 Revalua on Surplus of Fixed Assets ,799,646 88,192, ,285, ,954,365 Non-Current Liabili es: Long Term Loan ,705,037 88,894,890 Deferred Tax Liabili es ,000,370 16,559,299 55,705, ,454,189 Current Liabili es Accounts Payable ,246, ,205,094 Current Por on of Long Term Loan ,159,396 30,734,684 Short Term Loan From Bank ,021, ,157,755 Short Term Loan From Others ,953,649 Other Payable ,991,610 11,107,030 Provision for WPPF & WF ,638,678 6,935,689 Unclaim Dividend ,203,338 1,135,691 Provision for Income Tax ,261,255 5,705, ,522, ,935,448 TOTAL SHARE HOLDER'S EQUITY & LIABILITIES: 655,513, ,344,002 Net Asset Value (NAV ) per share Par Value Tk. 10. The annexed notes are integral part of these financial statement. These financial statements were approved by the Board of Directors on October 18, 2016 and were signed on it's behalf by. Syed Saiful Haque Mohammad Sakhawat Hossain Dr. Shamim Ma n Chowdhury A. Ma n Chowdhury Company Secretary Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Date: Dhaka October 18, 2016 Malek Siddiqui Wali Chartered Accountants 22

24 Annual Report 2016 Statement of Profit or Loss and other comprehensive income For the year ended 30 June 2016 For the year ended For the year ended 30 June June 2015 Par culars Notes Taka Taka Sales Revenue ,290, ,621,652 Cost of Goods Sold (521,722,286) (506,311,834) Gross Profit 108,568,176 92,309,818 Opera ng Expenses: Administra ve & Selling Expenses (31,638,440) (26,517,063) Opera ng Profit before Financial Expenses 76,929,736 65,792,755 Financial Expenses (16,390,179) (30,501,381) Opera ng Profit 60,539,558 35,291,374 Non Opera ng Income/(Loss) (3,776,798) 118,287 Net Profit before WPPF & WF 56,762,760 35,409,661 Provision for Contribu on to WPPF & WF (2,702,989) (1,686,174) Net Profit / (Loss) for the year 54,059,771 33,723,487 Less : Income Tax expenses 10,728,738 10,158,777 Current Tax ,261,255 5,705,855 Prior years tax 2,026,411 5,073,744 Deferred Tax (558,928) (620,822) Net Profit / (Loss) for the year a er tax 43,331,033 23,564,710 Other comprehensive income: Total comprehensive income 43,331,033 23,564,710 Earning Per Share (Restated in 2015) Par Value Tk.10 Number of shares used to compute EPS 4,855,851 4,855,851 The annexed notes are integral part of these financial statement. These financial statements were approved by the Board of Directors on October 18, 2016 and were signed on it's behalf by. Syed Saiful Haque Mohammad Sakhawat Hossain Dr. Shamim Ma n Chowdhury A. Ma n Chowdhury Company Secretary Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Date: Dhaka October 18, 2016 Malek Siddiqui Wali Chartered Accountants 23

25 Statement of Changes in Equity For the year ended 30 June 2016 Par culars Share Capital Revalua on Surplus Retained Earnings Total of Fixed Assets As at July 1, ,684,650 88,192,250 68,077, ,954,365 Net Profit this year - 43,331,033 43,331,033 Stock Dividend 13,873,860 (13,873,860) - Transfer to Retained Earnings (2,302,793) 2,302,793 - Transfer for disposed Assets (89,811) 89,811 - As at June 30, ,558,510 85,799,646 99,927, ,285,398 Rahim Tex le Mills Limited Statement of Changes in Equity For the year ended 30 June 2015 Par culars Share Capital Revalua on Surplus Retained Earnings Total of Fixed Assets As at July 1, ,527,500 90,816,155 49,046, ,389,655 Net Profit this year - 23,564,710 23,564,710 Stock Dividend 7,157,150 (7,157,150) - Transfer to Retained Earnings (2,623,905) 2,623,905 - As at June 30, ,684,650 88,192,250 68,077, ,954,365 The annexed notes are integral part of these financial statement. These financial statements were approved by the Board of Directors on October 18, 2016 and were signed on it's behalf by. Syed Saiful Haque Mohammad Sakhawat Hossain Dr. Shamim Ma n Chowdhury A. Ma n Chowdhury Company Secretary Chief Financial Officer Director Managing Director Date: Dhaka October 18, 2016 Malek Siddiqui Wali Chartered Accountants 24

26 Statement of Cash Flows For the year ended 30 June 2016 Annual Report 2016 For the year ended For the year ended 30 June June 2015 Par culars Taka Taka I. Cash Flow From Opera ng Ac vi es Collec ons from turnover, bills receivable and other receipts. 645,576, ,767,614 Payment for purchase of raw materials, accessories, creditors and other expenses (464,720,038) (501,909,237) Financial Expenses Paid (16,390,179) (30,501,381) Income Tax Paid (5,880,112) (11,095,103) Net cash generated/(used) from opera ng ac vi es 158,586,052 93,261,893 II. Cash Flow From Inves ng Ac vi es Acquisi on of Property Plant & Equipment (50,267,797) (3,767,931) Disposal of Machinery 2,200,000 - Net cash used in inves ng ac vi es (48,067,797) (3,767,931) III. Cash Flow From Financing Ac vi es Loan received/(repayment) from Bank (52,765,142) (65,447,363) Loan received/(repayment) from Directors (14,953,649) (10,000,000) Sale of Fac on share against stock dividend 203, ,738 Dividend Paid (135,898) (151,197) Net cash generated/(used) from financing ac vi es (67,651,144) (75,361,823) Net Cash Inflow / ( Ou low ) { I + II + III } 42,867,112 14,132,139 Cash & Cash Equivalent as at July 01, ,357,113 9,224,974 Cash & Cash Equivalent as at June 30, ,224,225 23,357,113 Net Opera ng Cash Flow Per Share ( NOCFPS ) Par Value Tk.10 Number of Shares used to compute NOCFPS 4,855,851 3,468,465 The annexed notes are integral part of these financial statement. These financial statements were approved by the Board of Directors on October 18, 2016 and were signed on it's behalf by. Syed Saiful Haque Mohammad Sakhawat Hossain Dr. Shamim Ma n Chowdhury A. Ma n Chowdhury Company Secretary Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Date: Dhaka October 18, 2016 Malek Siddiqui Wali Chartered Accountants 25

27 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, Significant Accoun ng Policies and Relevant Informa on: 1.1 Legal form of the enterprise: Rahim Tex le Mills Limited (RTML) was incorporated as a Private Limited Company on 31st December 1981, under the Companies Act 1913 (Repealed in 1994) with Registered of Joint Stock Companies and Firms, Bangladesh bearing Cer ficate of Incorpora on # C /528of December 31, Subsequently the company was converted into Public Limited Company in the year of The Company was listed in the Dhaka Stock Exchange Limited on 29th March Address of registered office & factory: The Registered office of the company is situated at 134, New Eskaton Road, Dhaka-1000 and its factory office is located at Shafipur,Kaliakair, Gazipur, Bangladesh. 1.3 Nature of business ac vi es: Rahim Tex le Mills Limited is a 100% export-oriented industry of tex le sector engaged in dyeing, prin ng & finishing fabrics. The company has pioneered the prin ng of knit and others fabrics. Our fabric product in the factory is Standard 100, Class 1 cer fied. Our major customer includes H&M, C&A, SANSBURY, MATALAN,/GOODMAN, AVON, LINDEX, S.OLIVER, COTTON: ON, AEROPOSTALE MODISTE, ALDI(Aus), CARREFOUR etc. 2.0 Basis of prepara on: 2.1 Statement of compliance: The financial statements of the company under repor ng have been prepared under historical cost conven on other than land & building which is stated at revalued amount as a going concern concept and on accrual basis in accordance with generally accepted accoun ng principles and prac ce in Bangladesh in compliance with the Companies Act, 1994, the Securi es and Exchange Rules 1987, Interna onal Accoun ng Standards (IAS) so far adopted by the Ins tute of Chartered Accountants of Bangladesh (ICAB) as Bangladesh Accoun ng Standard (BAS), Bangladesh Financial Repor ng Standard (BFRS) and other applicable laws and regula ons. 2.2 Responsibility for prepara on and presenta on of financial statements: The Board of Directors is responsible for the prepara on and presenta on of Financial Statements under Sec on 183 of the Companies Act 1994 and as per the provision of The Framework for the Prepara on and Presenta on of Financial Statements issued by the Interna onal Accoun ng Standards Board (IASB) and comple on with the requirement of Bangladesh Securi es and Exchange Commission rules 1987 and Interna onal Accoun ng Standards (IAS). 2.3 Repor ng period: Financial statements of the company cover the period from 01 July 2015 to 30 June Components of the financial statements: Financial Statements includes the following components in accordance with the Bangladesh Accoun ng Standard BAS-1 Presenta on of Financial Statements the complete set of: i. Statement of Financial Posi on as on 30 June 2016; ii. Statement of Comprehensive Income for the year ended 30 June 2016; iii. Statement of Changes in Equity for the year ended 30 June 2016; iv. Statement of Cash Flows for the year ended 30 June 2016; v. Accoun ng Policies and Explanatory Notes. 2.5 Compara ve informa on: Compara ve informa on has been provided in accordance with in respect of the year for all numerical informa on in the financial statements and also the narra ve and descrip ve informa on when it is relevant for understanding of the current period's financial statement. Figures of the year have been rearranged whenever considered necessary to restated ensure comparability or in accordance with Interna onal Accoun ng Standards (IAS). 2.6 Repor ng currency and level of precision: The figures in the financial statements are represents in Bangladesh currency (Taka) which has been rounded off to the nearest Bangladeshi Taka. 2.7 Foreign currency transla on: Transac ons in foreign currencies are translated into Bangladeshi Taka at the exchange rate prevailing on the date of transac ons in accordance with BAS- 21 "The Effects of Changes in Foreign Exchange Rate." Foreign Currency balancehave been translated into taka at prevailing rate of cutoff date and the difference between transla on value or realiza on value and ini al recogni on is recognized in the face in statement of comprehensive income. 2.8 Statement of cash flows: Statement of Cash Flows is prepared principally in accordance with BAS-7 "Cash Flow Statement" and the cash flows from opera ng ac vi es have been presented under direct method as required by the Securi es and Exchange Rules 1987 and considering the provisions that "Enterprises are Encouraged to Report Cash Flow From Opera ng Ac vi es Using the Direct Method". 2.9 Net Asset Value (NAV) per share: This has been calculated on the basis of available net worth. However, current year's NAV is also calculated considering the revalua on surplus of revalued assets Earning per share (EPS): The company calculates earning per share (EPS) are according with BAS 33 "Earning per Share" which has been shown on face of profit and loss account and computa on is stated in accounts. This has been arrived at on the basis of profit a ributable ordinary shareholder divided by weighted average no of shares. 26

28 Annual Report Risk and uncertain es for use of es mates in prepara on of Financial Statement: The Prepara on of Financial Statement is Conformity with, the Interna onal Accoun ng Standards requires management to make es mates and assump on that affect the reported amount of assets and liabili es and disclosure of con ngent assets and liabili es at the date of effects Financial Statements and revenues and expenses during the period reported. Actual results could differ from those es mates. Es mates are used for, accoun ng of certain items such as long term contract, provision for doub ul accounts, deprecia on and amor za on, employees benefit plans, taxes, reserve and con ngencies Compliance with local laws: The financial statements have been prepared in compliance with the requirements of the Companies Act 1994, Securi es and Exchange Rules 1987 and other relevant local laws and rules Compliance with Interna onal Accoun ng Standard (IAS): The financial statements have been prepared in compliance with requirements of BAS's adopted by the ins tute of Chartered Accountants of Bangladesh (ICAB) and applicable in Bangladesh Taxa on: The tax holiday period of the company has expired on June 30, 1994: The Corporate tax rate for tex le sector is 15% as per financial act SRO # 193-LawIncome Tax/2015 ITO Provision was made and calculated on the above basis which is adequate under income tax ordinance Significant accoun ng policies: 3.01 Principal accoun ng policies: Specific accoun ng policies were selected and applied by the company's management for significant transac ons and events that have a material effect within the framework of BAS-1 "Prepara on of Financial Statement". The previous year's figures were presented following the same accoun ng principles Recogni on of property, plant and equipment and deprecia on: Fixed assets are stated at their historical cost less accumulated deprecia on in accordance with BAS-16 "Property, Plant and Equipment". Cost represents cost of acquisi on or construc on and includes purchase price and other directly a ributable cost of bringing the assets to working condi ons for its intended use. Deprecia on has been charged on assets including par cular revalued assets, where applicable, at the rates varying from 10% to 15% applying reducing balance method irrespec ve which is allocated to Cost of Goods Sold and Administra ve Overhead propor onately. No deprecia on was charged on land and land development. Impairment losses/gains of assets are not required, as these have been performing as per intended use of such assets assessed by the management. The annual deprecia on rates are applied on principal category of assets as below: Category of fixed assets Rate Category of fixed assets Rate Factory Structures, Sheds and Buildings, Go-down & ware house 10% Office Equipment s 15% Plant and Machinery 10% Motor Vehicles 15% Electrical Installa on 15% Furniture and Fixtures 10% Gas Line Installa on 15% Cookeries & Cutleries 15% Generator 15% Tools and Equipment/ Loose Tools 15% Air Cooler & Celling Fan Equipment. 15% Water Tank Reservoir & Tube well & Water Pump 15% 3.03 Revalua on of fixed assets: The Company has revalued fixed assets, viz. land, building and construc on and machinery which have been included in the balance sheet being revalued depreciated value. It is relevant to note that some assets were revalued in June 30, 2007 by M/S. Asian Surveyors Limited Inventories: Inventories comprise of Raw Materials, Dyes and Chemical, Grey Fabrics, Spare parts, Work in Progress and WIP Finished stage. They are stated at the lower of cost or net realizable value in accordance with the Para 21 and 25 of BAS-2 " Inventories" a er making due allowance for any obsolete or slow moving item. The cost of inventories is assigned by using average cost.net realizable value is determined a er deduc ng the es mated cost of comple on and or cost to be incurred for the sale from sales price Accounts receivables: These are carried at original at invoice amount, trade& other receivables are unsecured and considered goods and collec ble Cash and cash equivalent: According to BAS-7 'Statement of Cash Flows' comprise of cash-in-hand and demand deposits and cash equivalents are short terms, highly liquid investments that are readily conver ble to know amounts of cash and which are subject to and insignificant risk of changes in value, BAS-1. Presenta on of Financial Statements provides that cash and cash equivalents are not restricted in use. Considering the provisions of BAS-7 and BAS- I, Cash in hand and Bank balances have been considered as cash and cash equivalents Reserve for revalua on of fixed assets: This has been created against revalued value of fixed assets, viz. land, building and construc on and machinery and stated in the statement of financial posi on being surplus of revalued value of aforesaid assets and its book value Accounts payable: This has been recognized for the amounts to be paid in future for goods and services received, whether or not billed by the suppliers Others Liabili es: This has been recognized for amounts to be paid within short me for expenses and u li es services etc Revenue from goods sold: The company recognizes revenue when a risk and renewal rela ng to sold goods has been transfer to buyer as well as when sa sfied all other condi onssets out in IAS-18 Revenue Recogni on 27

29 3.11 Lease Finance In compliance with the BAS-17, Lease, Cost of assets acquired under finance lease along with related obliga on has been accounted for as assets and liabili es respec vely of the company. It is relevant to note that we are con nuing a lease agreement with United Finance Ltd. for 3 vehicles purpose Bad and doub ul debts: No provision for bad and doub ul debt was made as the company's sales / export are based on 100% confirmed le er of credit with fixed maturity date Contribu on to Workers' profit par cipa on fund: The company made provision for worker's profit par cipa on fund at 5% of the net profit before tax as per provision of the complained profit and is payable to the workers as per law Income tax provision: This has been recognized in the profit or loss account except to the extent that it relates directly to equity and income tax provision is made in accordance with BAS-12 following the applicable tax rate 15 % for SRO No. 193-Law/Income Tax/2015 ITO-1984 tex le sector industries in accordance with the provisions of Income Tax Ordinance Deferred tax: The Company has calculated deferred tax assets/liabili es for the temporary difference of net assets of accoun ng and tax base. On assets for the purpose of complying BAS requirement. But, it is neither assets nor liabili es so reflected in the statement of financial posi on for the year under audit. However, it is relevant to men on that tax deducted from export is final se lement of tax liabili es in accordance with par cular Income Tax SROs for the me being in force unless any devia on in accounts a ributable to sec on 19 or 30 of Income Tax Ordinance Events a er the repor ng period: The Board of Directors of the company has approved the financial statements as on October 18, 2016 and they recommended 40% stock dividend for the financial year 30th June Except the fact stated above, on circumstances have arisen that to be disclosed as note or adjusted in the financial statements Basic Earnings: This represents earnings for the year a ributable to ordinary shareholders. As there was no preference dividend, minority interest of extra ordinary items, the net profit a er tax for the year has been considered as fully a ributable to the ordinary shareholders Basic earnings per share: Basic Earnings per share is calculated by dividing the net profit or loss for the year a ributable to ordinary shareholders by the number of ordinary shares outstanding during the year Diluted earnings per share: No diluted EPS is required to be calculated for the year, as there was no scope for dilu on during the year under review General Comments & Observa ons: a. All shares have been fully called and paid up. There were no preference shares issued by the company. b. There was no bank guarantee issued by the company on behalf of their directors or the company itself except bank loan. c. The company has not incurred any foreign currency against royal es, technical fees etc. d. There was no sum for which the company con ngently liable as on June 30, e. Auditors are paid only statutory audit fee approved by the shareholders in the last AGM. f. There were no foreign exchanges remi ed to the relevant shareholders during the year under audit. g. There has no claim against the company not acknowledged as debit at the date of Financial Statement. h. No amount of money was expended by the company for compensa ng any number of the board of special service Applica on of Bangladesh Accoun ng Standards (BAS): BAS-1 Presenta on of Financial Statements Complied with BAS-2 Inventories Complied with BAS-7 Cash Flow Statements Complied with BAS-8 Accoun ng Policies, Changes in Accoun ng Es mates and Errors Complied with BAS-10 Events a er the Repor ng Period Complied with BAS-11 Construc on, Contracts N/A BAS-12 Income Taxes Complied with BFRS-8 Opera ng Segments N/A BAS-16 Property, Plant and Equipment Complied with BAS-17 Leases Complied with BAS-18 Revenue Complied with BAS-19 Employee Benefits Complied with BAS-21 The Effects of Changes in Foreign Exchange Rates Complied with BAS-23 Borrowing Costs Complied with BAS-24 Related Party Disclosures Complied with BAS-27 Consolidated Financial Statement and Accoun ng for N/A BAS-28 Investment in Subsidiaries N/A BAS-32 Financial Instruments: Presenta on Complied with BAS-33 Earing Per Share Complied with BAS-36 Impairment of Assets Complied with BAS-37 Provisions, Con ngent Liabili es and Con ngent Assets Complied with BAS-38 Intangible Assets N/A BAS-39 Financial Instruments: Recogni on and Measurement. N/A BAS-40 Investment Property N/A 28

30 3.22 Re rement Benefit: The Company has operated provident fund benefit to its employees Disclosure as per requirement of schedule XI, part II of company act 1994 A. Disclosure as per requirement of schedule XI, part II notes 5 of para 3 Number of Employees/Directors: The numbers of employees/directors including their payments/perquisites range during the year are as follows: Annual Report 2016 Par culars Range (Tk.) No. of Employee Remunera on 100, , , , , Salary 30, , , , , above , Nil 5, , Wages 7, , , Above 111 Total number of Employees 588 B. Disclosure as per requirement of schedule XL, 'part II para 7 Capacity of industrial unit actual produc on shor all and achievement are as follows: Unit Installed Capacity Actual Produc on Short fall % of achievement Dyeing, Prin ng & Finishing unit(yards in lac) % C. Disclosure as per requirement of schedule XI, part II para-8 Value of Dyes & Chemical, Spare parts, Packing Materials and Capital Machinery (BDT) : Par culars Local Import and Purchase Import Total Purchase Consumed Grey Fabrics 29,217, ,323, ,540, ,375, Dyes & Chemical 121,014, ,582, ,597, ,013, Prin ng Design Materials & Spare Parts etc. 13,693, ,616, ,310, ,644, Total 163,925, ,522, ,448, ,033, Related Party Transac on: The company, in normal course of business carried out a number of transac ons with other en es that fall within the defini on of related party contained in Bangladesh Accoun ng Standard 24: Related Party Disclosures.All transac ons involving related par es arising in normal course of business are conducted on an arm s length basis at commercial rates on the same terms and condi ons as applicable to the third par es. Details of transac ons with related par es and business with them as at 30 June 2016 were as follows: Name of Sister Concern Nature of Transac on Opening Balance Transac on Realiza on Accounts Receivable J.M Fabrics Limited Sales 9,511, ,385, ,475, , Knit Asia Limited Sales 19,167, ,516, ,849, ,835, Salek Tex le Limited Sales 692, ,263, ,023, ,932, Total 29,370, ,166, ,347, ,189, Approval of Financial Statements: The Board of Directors of the company has approved the financial statements as on October 18, Property Plant & Equipment Assets : Tk. 444,606,595 Details of Fixed Assets and Deprecia on as on 30th June, 2016 are shown in the Schedule A-1 This is arrived at as follows: Cost: Opening balance 709,290, ,446,226 Addi on this year 41,215,038 3,844,760 Less: Sale/Adjustment 21,503,825 - Closing balance 729,002, ,290,986 Accumulated Deprecia on : Opening balance 360,806, ,225,077 Addi on this year 36,767,747 38,581,530 Less: Sale/ Adjustment 15,565,035 - Closing balance 382,009, ,806,607 Wri en Down Value at Repor ng Date 346,992, ,484,378 29

31 Revalua on of Fixed Assets: Opening balance 123,483, ,483,815 Less: Adjustment for this year on Revalua on 231,818 - Wri en Down Value at Repor ng Date 123,251, ,483,815 Opening balance 23,477,495 20,853,590 Addi on this year 2,302,793 2,623,905 Less: Adjustment for this year on Revalua on 142,007 - Closing balance 25,638,281 23,477,495 Wri en Down Value at Repor ng Date: 97,613, ,006,320 Wri en Down Value of Property Plant & Equipment at Repor ng Date: 444,606, ,490,698 a). The factory land has charged to the AB bank Ltd. and pariparsu agreement was also made with The City Bank Ltd.for same proper es against bank loan facili es Inventories: Tk. 49,562,477 The total amount is arrived as follows : Dyes & Chemicals ,906,026 25,322,070 Grey Fabric ,206,820 10,042,118 Prin ng & Design Material ,411,531 3,290,291 Spares & Accessories ,823,456 5,278,381 Work in Process ,142, ,000 Work in Process (Finished Stage) ,071,836 4,497,934 49,562,477 49,008, Dyes & Chemicals: Items Qty(kg) Qty(kg) Dyes 24,939 9,167,436 24,319 10,293,764 Chemicals 155,210 13,738, ,517 15,028, ,149 22,906, ,836 25,322, Grey Fabrics: Items Qty(Yds) Qty(Yds) Grey Fabrics 103,447 6,206,820 64,788 10,042, Prin ng & Design Materials & Spares Accessories: Items Prin ng & Design Materials 8,411,531 3,290,291 Spare Parts & Accessories 5,823,456 5,278,381 Tk. 14,234,987 TK. 8,568, Work-In-Process: Items Qty(Yds) Qty(Yds) Work-In-Process 280,749 1,142, , , Work in Process (Finished Stage) Items Qty(Yds) Qty(Yds) Work in Process (Finished Stage) 848,601 5,071, ,631 4,497,934 - Physical coun ng of the stock was carried out by inventory team, consis ng of auditor & management staff. - Inventory at june 30,2016 are valued at lower of average cost and net realisable value - the inventories are collateralised against short term loan Accounts Receivable: Tk. 71,293,504 86,527,620 - The above amount is receivable from debtors against confirm export L/C & credit sales. It considered as good. - Most of the balances have subsequently been realised. The Debtors have no securi es except their personal securi es and Related par es Tk.20,189, & other par es Tk.51,103, Advance Deposite & Pre-payments : Tk. 23,826,293 This consists as follows: 7.(a), Security Deposit : Security Deposit to CDBL 100, ,000 Security deposit to Titas Gas 2,962,437 2,962,437 Security deposit to Grameen Phone 5,616 5,616 Security deposit to REB 126, ,926 Total (A) : 3,194,979 3,194,979 7.(b), Deposits : Guarantee Margin 559, ,305 Security deposit DGDP (Army) 441, ,250 Total (B) : 1,000,555 1,000,555 30

32 Annual Report (c), Advance & Prepayments : Advance Income Tax deducted at Source (i) 5,880,112 7,732,266 Advance for Local Purchse 403, ,965 Legal expenses to Barister Khurshid Alam 250, ,000 AB Power Engineering Ltd. 1,804,050 - Hejaz Publica ons Ltd Land Owners. - 2,400,000 Mr. Shah Md. Iqbal Prin ng Manager 80,000 - Mr Karim, Land Officer 150, ,000 Advance to Drivers for fuel 30,000 20,000 Mr. Abdur Rahman Manager Logis c 31,575 - Mr. Alamgir Kabir Asst. Manager Admin 29,900 - Mr. Abdur Rouf Asst. Manager Project 500,000 - Lease rent - ULC 134,218 56,681 Material in Transit 3,081,858 2,040,623 Machine in Transit 7,255,416 6,707 Total (C) : 19,630,759 12,764,242 Total (A+B+C) : 23,826,293 16,959,776 7,(c),i Advance Income Tax deducted at Source : Opening balance 7,732,266 12,263,557 Add : Addi on during this year 5,880,112 6,563,813 Total AIT at source 13,612,378 18,827,370 Less : Tax adjustment for FY ,705,855 6,021,359 7,906,523 12,806,011 Less : Prior years AIT adjustment 2,026,411 5,073,744 Advance Income Tax deducted at Source : 5,880,112 7,732,266 - Security deposit are made to statutory authori es and it will be realized when the service received from government authority will discon nue - In the opinion of the Directors, all of the current assets, loans and advances have on the realisa on in the ordinary course of business, a value at least equal to the amount at which they are stated in the Balance sheet - No amount is due by the associated undertakings. - Guarantee Margin includes Guarantee issued to Titas gas & DGDP against Performance and workorder Cash and Bank Balance: Tk. 66,224, Cash in hand - (Head Office) 50,000 28,180 Cash in hand - Factory (Pe y Cash) 4,028 54,640 Cash at Bank with IFIC Bank Ltd. 338,015 52,294 Cash at Bank with The City Bank Ltd ,154,276 (1,030,299) Cash at Bank with The City Bank Ltd.-ERQ A/C ,761,930 3,504,539 Cash at Bank with The City Bank Ltd.-FBPAR A/C ,738,778 1,736,162 Cash at Bank with AB Bank Ltd ,516,787 13,128,558 Cash at Bank with AB Bank Ltd Cash at Bank with AB Bank Ltd ,085,373 10,007 Cash at Bank with AB Bank Ltd , ,032 Cash at Bank with AB Bank Ltd Cash at Bank with AB Bank Ltd ,076,153 3,585,341 64,026,225 21,304,043 FDR for Bank Guarantee AB Bank Ltd ,198,000 2,053,069 66,224,225 23,357,113 - Cash in hand was physically counted and found in order. - The Bank Balances were confirmed and reconciled with Bank statements and found in order Share Capital : Tk. 48,558,510 a) Authorized Capital : As on As on ,000,000 Ordinary Shares of Tk.10/- each Tk. 500,000, ,000,000 b) Issued, Called & Paid up Capital : Tk. 48,558,510 4,855,851 Ordinary shares of Tk. 10/- each fully paid up Tk. 48,558,510 34,684,650 (i) Composi on of Shareholding : As on As on No. of Share % No. of Share % Sponsors & Directors 3,727, % 2,662, % Government % % Ins tu ons 77, % 93, % Foreign Investors % % General Investors /Public 1,050, % 712, % 4,855, % 3,468, % 31

33 Details of Sponsors & Directors Share Capital are as Follows : A.Ma n Chowdhury 9,454,200 6,753, Dr. Shamim Ma n Chowdhury 7,137,010 5,097, Didar A. Husain 9,184,470 6,560, Saima Ma n Chowdhury 9,743,700 6,959, Azizur Rahim Chowdhury 1,756,880 1,254, Dr. Sultan Hafeez Rahman ( Independent Director) Md. Qamrul Huda ( Independent Director) - - Details of the Share holding is given below: Tk. 37,276,260 26,625,920 Holding Range No.of Holders No. of Share Percentage , % , , % 501-5, , % 5,001-10, , % 10,001-20, , % 20,001-30, , % 30,001-40, , % 40,001-50, , % 50, , % 100,001-1,000, ,984, % Total: 2,555 4,855, % The number of share holding by Sponsors & Directors and others increased as on 30th June,2016 from that of 30th June,2015 due to declara on and allotment of 40% Stock Dividend for the year of Revalua on Surplus of Fixed Assets : Tk. 85,799, Opening Balance 88,192,250 90,816,155 Reatated Balance 88,192,250 90,816,155 Less: Adjustment of cost during the year 231,818-87,960,432 90,816,155 Less: Addi on of Deprecia on during the year 2,302,793 2,623,905 85,657,639 88,192,250 Add: Adjustment of deprecia on during the year 142,007 - Closing Balance at repor ng date. 85,799,646 88,192,250 Land,Building,Plant & Machinery were revalued on by M/S Asian Surveyors Ltd. 28 dilkhusha C/A, 12th floor,suite No.1203,Dhaka-1000 a firm of professional valuers on the basis of present market price prevailing in the country.the valua on of land was assessed on the basis of market price prevailing in the locality, Valua on of Building were assessed on the basis of present construc- on cost, Present market value of plant & Machinery has been es mated on the basis of devalua on of Bangladesh currency, infla on over the years, Increase of price level in interna onal market Long Term Loan : Tk. 39,705,037 88,894,890 The consists of the above head as follows: Long Term loan from AB Bank -TL ,895,427 Long Term loan from AB Bank -TL ,257, ,456,031 United Leasing Company Ltd. 3,607,340 1,278,116 66,864, ,629,574 Less: Current por on of Long Term Loan [Note : 15] 27,159,396 30,734,684 39,705,037 88,894,890 a). The AB Bank's loan taken in 2014 which will be liquidated within b). The balances were reconciled and confirmed. c). Total ini al loan facility of interest rate 11.00%. P.A. d). Monthly Tk. 2,967,655 Total installment due 27 out of 60 Installment Short Term Loan From Others: Tk Loan from Directors - 14,953,649-14,953, Deferred Tax Liabili es: 16,000,370 16,559, Opening Balance 16,559,299 17,180,121 Provision this Year (Note-28) (558,928) (620,822) 16,000,370 16,559,299 Temporary Temporary Accounts based Tax based Diff Diff WDV of Fixed Assets 346,992, ,937,458 9,055,420 10,389,004 Revalua on Surplus of Fixed Assets 97,613,716-97,613, ,006,320 Total 444,606, ,937, ,669, ,395,324 Deferred 15% 16,000,370 16,559,299 32

34 Annual Report Accounts Payable: Tk. 183,246,196 Trade Creditors for supply of fabrics,chemicals,spareparts of machineries & service charges are the regular suppliers of the Company and the amount are due on account. Most of the bills have been paid within 120 days Current Por on of Long Term Loan: Tk. 27,159, Long Term loan from AB Bank -TL-467-7,682,011 Long Term loan from AB Bank -TL ,906,755 22,540,519 United Leasing Company Ltd 1,252, ,154 27,159,396 30,734, Short Term Loan from Bank : Tk. 131,021,816 The consists of this head as follows: Cash Credit Account (with AB Bank) (1,817,111) (3,175) Cash Credit Account (with City Bank) (4,963,059) (720) Back to Back Liability with AB Bank 2,591,288 - Back to Back Liability with The City Bank 1,961,663 Deferred Liability UPAS (Foreign L/C with AB Bank ) 21,480,000 - Deferred Liability EDF(Foreign L/C with AB Bank ) 41,412,173 9,488,990 Deferred Liability (Local L/C with AB Bank ) - 7,850,000 Deferred Liability EDF (Foreign L/C with City Bank ) 70,356,864 60,565,013 Inland Bill Purchase Loan A/C(with AB Bank) ,466,758 Inland Bill Purchase Loan A/C(with The City Bank) USD - 30,790, ,021, ,157,755 - Cash credit account with AB Bank & The City Bank Ltd. : - Now we are availing credit facility with Short term loan at AB Bank Ltd. & The City Bank Ltd. - All the balances were reconciled and confirmed. - Deferred Liability create against Foreign & Local import L/C. - Short Term loan are secured against total inventories & book debts. - All the above loans bears p.a. to 11.00% p.a - Apart from the above, the company has availed Long Term loan facili es from AB Bank Ltd Others Payable : Tk. 3,991,610 The consists of this head as follows: Directors Remunera on - 85,000 Workers & Employees P.F. - 94,409 Salary Payable 180,000 4,457,513 Wages Payable 131,448 2,972,913 Over me Payable 253, ,148 Bonus Payable 17,143 - Audit fees 86,250 57,500 Gas Charges 2,411,963 1,560,733 U lity Expenses 500,000 1,021,399 Office Rent - 131,259 Deduc on of Tax & VAT at source 411,104 63,270 Employees PF Loan - 35,065 Employees Income Tax Against Salary - 72,412 Employer's PF Contribu on - 94,409 3,991,610 11,107, Provision For WPPF & WF: Tk 9,638, Opening balance 6,935,689 5,249,515 Provided this 5% (Note-26) 2,702,989 1,686,174 9,638,678 6,935,689 We observed that the above fund has not been paid to the beneficiaries / employees for earning profit as specified in the companies Bangladesh sromo ain Unclaimed Dividend : Tk. 1,203,338 1,135,691 Opening Balance Tk. 1,135,691 1,050,150 Add : Sale of Fac on Share Tk. 203, ,738 Total Unclaimed Dividend 1,339,236 1,286,888 Less : Dividend issue during this year Tk. 135, ,197 Closing Balance 1,203,338 1,135,691 This is the amount which represents dividend warrant issued including sale proceds of fac on bonus share but not presented to the bank for payment. 33

35 20.00 Provision For Income Tax: Tk. 9,261, Opening Balance 5,705,855 6,021,359 Income Tax for FY (Note-27) 9,261,255 5,705,855 14,967,110 11,727,214 Less.Adjustment for ,705,855 6,021,359 9,261,255 5,705, Sales Revenue : Tk. 630,290, Cost of Goods Sold : Tk. 521,722,286 Raw Material Consumed : Qty. (yards) % Consump on Grey Fabrics (i) 42,375, % 24,664,229 Dyes & Chemicals (ii) 242,013, % 253,783,744 Prin ng & Design Materals(iii) 31,644, % 37,083, ,033, % 315,531,380 Direct Wages & Salaries including fes val bonus 102,534,822 95,550,800 Factory Overhead (iv) 104,292,619 93,404, ,860, ,486,748 Add: Opening Work in Process 205, , , , , ,438, , ,060,603 Less: Closing Work in process 280,749 1,142, , ,000 Cost of Produc on: 522,296, ,482,603 Add: Opening W.I.P.(Finished Stage) 102,631 4,497, ,595 6,327, , ,794, , ,809,768 Less: Closing W.I.P.( Finished Stage) 848,601 5,071, ,631 4,497, ,722, ,311,834 i) Grey Fabrics Consumed : Name of Products: Qty. (yards) Qty. (yards) a) Opening Stock 64,788 10,042, ,904 11,835,955 b) Purchase During the year (A) 419,681 38,540, ,879 22,870, ,469 48,582, ,783 34,706,347 Less : Closing Stock 103,447 6,206,820 64,788 10,042, ,022 42,375, ,995 24,664,229 ii) Dyes & Chemicals Consumed a) Opening Stock 25,322,070 35,946,643 b) Purchase during the year (B) 239,597, ,159, ,919, ,105,814 Less : Closing Stock 22,906,026 25,322,070 Tk 242,013,541 Tk. 253,783,744 iii) Prin ng & Design Materials, Spares & Accessories Consumed: a) Opening Stock 8,568,672 13,599,580 b) Purchase during the year (C) 37,310,347 32,052,500 45,879,019 45,652,080 c) Less : Closing Stock 14,234,987 8,568,672 Tk 31,644,032 Tk. 37,083,408 (A) Procurement / Supplied by Raw Materials: Fabrics: Yards US$ Imported 151,780-9,323,458 - Local Purchase through EDF,BBL/C & Deferred L/C 267,901-29,217,226 22,870, ,681-38,540,684 22,870,392 Average Price Per Yard Imported Local Purchase (B) Dyes & Chemicals : Imported 118,582, ,053,278 Local Purchase through Back to Back L/C 121,014, ,105,893 Tk. 239,597,497 Tk. 243,159,171 (C) Prin ng & Design Material,Spares & Accessories: Imported 23,616,516 17,771,397 Local Purchase 13,693,831 14,281,103 Tk. 37,310,347 32,052,500 IV. Factory Overhead : Tk. 104,292, Gas & Electric Charges 26,911,205 19,376,822 Insurance Premium 1,273,842 1,505,608 Uniform & Liveries 177, ,975 34

36 Annual Report 2016 Repairs & Maintenance 21,243,529 20,532,304 Telephone Charges 497, ,962 Packing Expenses 1,108, ,630 Travelling & Conveyance 2,264,234 1,233,330 Fuel Lubricant 4,266,038 4,544,121 Medical expenses 57,606 70,222 Contribu on to P.F. 1,008, ,757 Entertainment 378, ,792 Sta onery 646, ,115 Newspaper & Periodicals 6,460 6,940 Tes ng Charges 1,038,010 82,825 Rent, Rates & Taxes 120, ,403 Back Processing Charges 20,868 - Design & Prin ng Expenses 385, ,049 Food & Refreshment Expenses for Staff & Workers. 4,433,193 2,206,114 Lab Expenses 393, ,440 Loading & Unloading Exp. 573, ,972 Fire Figh ng Material 115,485 73,015 Deprecia on 37,372,275 39,922,172 Tk. 104,292,619 93,404,568 - Gas & electricity Charges has increased compare to last years to increase in gas price w.e.f. september Repair & Maintenance cost has increased because the machine is going older day by day. - Travelling & conveyance cost has increased due to frequent visit of the higher management outside of the country for business purpose. - Tes ng charge has increased due to development of new product for our new buyer( H & M). - Food & Refreshment has increased due to addi on of picnic cost and i ar cost twice in a financial year. - Loading & unloading expenses increase due to more imported goods received from previous period Administra ve & Selling Expenses: Tk. 31,638, Director's Remunera on ,800,000 1,200,000 Salary & Allowances 14,003,381 10,742,535 Fes val Bonus 2,045, ,824 Prin ng 42, ,750 Sta onery 347, ,537 Adver sement 627, ,995 Insurance Premium 87, ,039 Telephone & Fax Charges 276, ,804 Travelling & Conveyance 1,660,561 1,513,801 Fees, Forms & Stamps 1,477,900 1,097,298 Dona on & Subscrip on 65,000 60,000 Selling & Distribu on Expenses 3,791,694 5,431,710 Consultancy Fees 35,300 Training Expenses 487,231 42,000 Postage & Telegram 44,063 22,509 Repairs & Maintenance 444, ,349 Head Office Rent 1,719,492 1,553,528 Annual General Mee ng Expenses 246, ,960 Entertainment ,842 Contribu on to P.F. 252, ,088 Audit Fees 86,250 57,500 So ware Servicing Charges 54,074 88,306 Income Tax Expenses 44,502 Survey & Inspec on Expenses 62,200 - Food & Refreshment Expenses for Staff 237, ,424 Deprecia on 1,698,266 1,283,263 Tk. 31,638,440 26,517, Directors Remunera on: Mr.Didar A.Husain, Director Tk. 1,800,000 1,200,000 Dr. Sultan Hafeez Rahman,Independent Director Nill Nill Md. Qamrul Huda,Independent Director Nill Nill Total Tk. 1,800,000 1,200,000 Salary & Allowance has increased due to annual increment. Selling & Distribu on expenses has decrease due to economic use Financial Expenses: The break-up of the above amount is as follows : Tk. 16,390, Interest on Commercial Bank Loan & Overdra 15,865,943 29,764,704 Interest on Lease Finance 229, ,353 Bank Charges & Commission 294, ,325 16,390,179 30,501,381 - Financial expenses has decrease due to repayment of loan as advance and bank has reduced interest rate respec vely. 35

37 25.00 Non Opera ng Income/(Loss) : Tk. (3,776,798) Gain/Loss on disposal of Fixed Assets (3,828,601) - Other Income , ,287 (3,776,798) 118, Gain/( Loss ) on Disposal of Macninery: Tk. (3,828,601) The break-up of the above amount is as follows : Cost Value on sale of Machinery 21,503,825 - Revalua on of sale of Machinery 231,818 - Total Cost value of sale of Machinery 21,735,643 Less : Accumulated deprecia on of disposal machine (15,565,035) Less : Accumulated deprecia on of disposal machine -Revalued (142,007) wri en Down Value of Sale of Machinery 6,028,601 Sale Value of Machinery 2,200, Loss on sale of machinery (3,828,601) - Scarp Machinery sold as per decision of Board of Directors' mee ng held on Other Income: Tk. 51,803 The consists of this head as follows: Interest received on FDR 161, ,010 Gain/(Loss) on Foreign Currency Exchange rate (109,453) (58,723) Tk. 51, , Provision for WPPF & WF Tk. 2,702, Contribu on this 5% (Net profit before WPPF & WF (56,762,760/21) 2,702,989 1,686,174 2,702,989 1,686, Income Tax Provision (Current Tax) Tk. 9,261,255 Based Amount Based Amount Opera ng Profit 60,539,558 35,291,374 Less : Provision for Contribu on to WPPF & WF (2,702,989) (1,686,174) Net Profit / (Loss) for the year 57,836,569 33,605,200 Add : Deprecia on during this year as per F.A. Schedule 39,070,540 41,205,435 96,907,109 74,810,635 Less : Deprecia on during this year as per Tax based 35,434,170 37,066,619 On Opera ng 15% as per SRO. 61,472,940 9,220,941 37,744,016 5,661,602 On Non-Opera ng Income: Profit/(Loss) on Sale of Assets (3,828,601) Other 25% 161,256 40, ,010 44,253 57,805,595 9,261,255 37,921,026 5,705, Income Tax Provision (Deferred Tax): Tk. (558,928) (620,822) Opening Balance 16,559,299 17,180,121 Closing Balance ,000,370 16,559,299 Addi on/(adjustment) during this year (558,928) (620,822) WDV of Fixed Assets on Accounts Base 444,606, ,490,698 WDV of Fixed Assets on Tax Base 337,937, ,095,374 Addi on/(adjustment) during this year 106,669, ,395,324 Deferred 15% on Tk. 106,669,136 16,000,370 16,559, Earnings Per Share (EPS): Tk a. Net Profit/ ( Loss) a er Tax for this year 43,331,033 23,564,710 b. Total Number of Share 4,855,851 4,855,851 Earning per share (Restated in 2015) Related Par es Transec on : The company, in normal course of business carried out a number of transac ons with other en es that fall within the defini on of related party contained in Bangladesh Accoun ng Standard 24. Related Party Disclosures. All transac ons involving related par es arising in normal course of business are conducted on an arm s length basis at commercial rates on the same terms and condi ons as applicable to the third par es. Details of transac ons with related par es and business with them as at 30 June 2016 were as follows : Name of Sister Concern Nature of Transac on Opening Balance Transac on Realiza on Accounts Receivable J.M Fabrics Limited Sales 9,511,108 23,385,807 32,475, ,797 Knit Asia Limited Sales 19,167,498 31,516,667 32,849,049 17,835,116 Salek Tex le Limited Sales 692,104 6,263,678 5,023,103 1,932,679 Total Amount 29,370,709 61,166,152 70,347,270 20,189,591 36

38 Annual Report 2016 FIXED ASSETS SCHEDULE AS ON 30 JUNE 2016 Schedule -A-1 COST DEPRECIATION Wri en down Items Balance as Addi on Adjustment Total as on Rate Charges Adjustment Total as on value as on on During the During the (%) As on During the During the Year Year Year Year Land & Land Development 14,345,373-14,345, ,345,373 Factory Building 119,183,504 2,199, ,383, ,196,881 5,418,644 72,615,525 48,767,797 Plant & Machinery 501,473,542 32,784,568 21,503, ,754, ,608,875 26,914,541 15,565, ,958, ,795,904 Office Building 465, , ,284 2, ,787 22,533 Godown / Ware House 2,417,477-2,417, , ,994 1,076,532 1,340,945 Tubewell & Water Pump 5,445,170-5,445, ,983, ,301 4,202,462 1,242,708 Electric Installa on 17,688,521-17,688, ,719, ,326 13,465,009 4,223,512 Furniture & Fixtures 1,525, ,249 2,362, ,013, ,888 1,148,607 1,213,996 Crokeries & Cutleries 83,506-83, ,895 4,142 60,036 23,470 Air Cooler & Celling Fan 2,528,168-2,528, ,451, ,459 1,613, ,934 Office Equipments 3,737, ,830 4,210, ,309, ,177 2,594,438 1,616,000 Loose Tools & Equip. 1,549, ,040 2,212, ,050, ,292 1,224, ,655 Gas Line Installa on 1,476,783 1,476, ,688 80,864 1,018, ,231 Boundary Wall 2,155,312-2,155, ,643,231 76,812 1,720, ,269 Other Machine & Equip. 3,329,014 1,257,532 4,586, ,457, ,330 2,777,011 1,809,535 Generator 20,431,739-20,431, ,393, ,757 16,149,116 4,282,623 Water Tank Reservoir 951, , ,007 47, , ,256 Motor Vehicles 10,503,687 3,000,000-13,503, ,982,349 1,278,201-6,260,550 7,243,137 As at 30 June ,290,986 41,215,038 21,503, ,002, ,806,607 36,767,747 15,565, ,009, ,992,879 As at 30 June ,446,226 3,844, ,290, ,225,077 38,581, ,806, ,484,378 Revalued Fixed Assets Schedule As on 30 June 2016 COST DEPRECIATION Wri en down Items Revalued Assets Addi on Adjustment Total as on Rate Balances as Charges Adjustment Total as on value as on as on During the During the (%) on During the During the Year Year Year Year and & Land Development 78,760,479 78,760, ,760,479 Factory Building 18,710,765 18,710, ,761, ,930 10,656,394 8,054,371 Plant & Machinery 16,571, ,818 16,339, ,302, , ,007 8,964,500 7,375,221 Boundary Wall 6,035,141 6,035, ,460, ,215 3,846,590 2,188,551 Tubewell & Water Pump 3,405,891 3,405, ,952, ,958 2,170,797 1,235,094 Sub Total as at ,483, , ,251,997 23,477,495 2,302, ,007 25,638,281 97,613,716 Grand Total as at ,774,801 41,215,038 21,735, ,254, ,284,102 39,070,540 15,707, ,647, ,606,595 Total as at ,390,041 3,844, ,774, ,078,667 41,205, ,284, ,490,968 Deprecia on charged to : A i) Deprecia on of cost of Fixed Assets charged to cost of produc on 35,069,481 A ii) Deprecia on of cost of Revalued Assets charged to cost of produc on 2,302,793 B ) Deprecia on of cost of Fixed Assets charged to Profit & Loss A/C 1,698,266 1,698,266 37

39 34 th Annual General Meeting 38