Annual Report Rahim Textile Mills Ltd.

Transcription

1 Annual Report Rahim Textile Mills Ltd.

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3 RAHIM TEXTILE MILLS LIMITED TRANSMITTAL LETTER The Shareholders Bangladesh Securities 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 Position as at 30th June, 2015, Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year ended 30th June, 2015 along with notes thereon for your information and records. Yours sincerely Syed Saiful Haque Company Secretary Dated: November 16, 2015 RAHIM TEXTILE MILLS LIMITED 2

4 Annual Report 2015 RAHIM TEXTILE MILLS LIMITED 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 34th ANNUAL GENERAL MEETING Notice is hereby given that the 34th ANNUAL GENERAL MEETING of the Shareholders of the Company will be held on Sunday, 27th December, 2015 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, 2015 together with the Report of the Directorsʼ and the Auditorsʼ 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 Articles of Association. To appoint Auditors for the year and to fix their remuneration. To re-appoint the Independent Director. By order of the Board Syed Saiful Haque Company Secretary Dated: November 16, 2015 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 17, 2015 would be entitled to attend 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 time fixed for the meeting. Admittance to the meeting venue will be on production of attendance slip sent with the Annual Report. The Annual Report is available in the Companyʼs website at N.B: No gift or benefit in cash or kind shall be paid/offered to the honʼble Shareholders in the 34th 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 accretion of wealth through financial and moral gains as a part of the process of the human civilization. Mission: Our mission is to produce and provide world class textile and garments products and services and position the country in the higher value segment in the international market. Objectives: Our objectives are to conduct transparent business operation based on market mechanism within the legal & social frame work with aims to attain the mission reflected by our vision. Quality Policy: Rahim Texile Mills Ltd. is committed to be a provider of world class textile products and services by offering unrivalled quality and satisfying the customers. The Company is committed 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 categorised as policy & strategic, operational and executing, performance & evaluation and sharing of the accretional assets between present and future cohorts. The involvement of the entrepreneur in all these areas invokes decision making governance on a continuous basis, the degree of involvement being variable with the extent of delegation of authority top down and reporting for accountability bottom up of the management echelon. These aspects of governance are shared by the Board of Directors, Executive Management, operational participants and workers and others in fulfillment of the common goals that converge in increasing the benefits of the stakeholders. To this end entire corporate governance efforts are blended with ʻgood governance practicesʼ as ethically and morally acceptable standards under a given socio politico environmental phenomenon of our society in which we work live and exist. The organisms through which the corporate governance functions are carried out are: BOARD OF DIRECTORS: (a) Constitution: The Board of Directors, the top Management echelon, consisting of the founder entrepreneurs/ successors and Independent Directors, provides the policy and strategic support and direction for the entire range of the corporate activities. The Board of Directors consist of Seven (7) members including two Independent Directors with varied education and experience which provides a balancing character in decision making process. The Board is re-constituted every year at each Annual General Meeting when one third of the members retires and seek re-election. A director is liable to be removed if the conditions of the Articles of Association and the provisions of the Companies Act 1994 are not fulfilled. (b ) Role & Responsibilities: The main role of the Board of Directors, which is the highest level of authority, is to provide general superintendence, oversee the operations and control the affairs of the Company through appropriate delegation and accountability processes via the lines of command. However, the Board of Directors hold the ultimate responsibility & accountability with due diligence for conducting the activities 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 meetings, at least once a quarter and provides appropriate decisions/directions to the Executive Management. Such meeting usually consider operational 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 promotion of officers, approval of audited accounts and distribution of dividends and other interest of the stakeholders including the employees and workers. The Board of Directors take special care in designing and articulating productivity and compensation plans of employees and workers and rewarding them appropriately on the basis of quality and quantity of performance as an incentive. Board also remains responsible for removal of operational hazards to life and health of workers, friendly environmental work condition and social relationship as demanded of good citizen in a country. (C) Relationship with Shareholders and Public: The shareholders as owners are required to be provided with material information on the Companyʼs operation quarterly, half-yearly and annually, the latter at the AGM. They are also provided routine services by the Company Secretary. The Board is, however, responsible to the Shareholders as well as investors for publication of any Price Sensitive Information as per BSEC Regulations. A qualified & experienced Company Secretary is in charge to discharge all these responsibilities. The Company has also a web site to provide permissible information/notices/price sensitive information/financial reports and others for the Shareholders and interested investors. RAHIM TEXTILE MILLS LIMITED 4

6 Annual Report 2015 (d) Relationship 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 operations and make sure to avoid corruption. This has enabled the Company to enhance its contribution to the National Exchequer on a progressive rate year after year. (e) Relationship with Financiers/ Bankers: The Board oversees the financial transactions and ensures to meet companyʼs commitments to the lenders without default. (f) Relationship with Suppliers: The Company has to import plant and machinery and the raw materials from abroad, it has to maintains cordial relationship for mutually beneficial interest with its international as well as local suppliers. This has enabled the company to avoid any legal disputes in international/local courts and enhanced the Companyʼs image as a good customer. (g) Corporate Social Responsibilities (CSR): The Board of Directors is also aware of the Corporate Social Responsibilities (CSR) especially in the areas of gender equality, race-religion- regional equality, non- employment of child labour, human rights, environmental pollution, social marketing and social-activities. SEPARATE ROLE OF THE CHAIRMAN AND MANAGING DIRECTOR: The positions of Chairman and Managing Director are held separate persons. The Chairman is responsible for functions of the Board while the Managing Director serves as the Chief Executive Officer (CEO) of the Company to implement the decision of the Board and to oversee the day to day functions as permitted by the Articles of Association. 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 Securities and Exchange Commission. AUDIT COMMITTEE OF BOARD: The Board of Directors has constituted an Audit Committee of the Board consisting of three Directors. The Audit Committee 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 Matin Chowdhury, Director. The Audit Committee carries out its responsibilities as per the provisions of law and submits its report to the Board of Directors from time to time. The Audit Committee shall also co-ordinates with the Internal and External Auditors as and when required. The Audit Committee ensures that adequate internal checks & balances supported by adequate MIS are in place for detection of errors, frauds and other deficiencies. The other responsibilities include inter alia, not being limited to, the prevention 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 Companyʼs stock. The Audit Committee also ensures compliance of requirements of BSEC and other agencies. The Audit Committee of the Board held 4 (four) Meetings during the year OTHER GOVERNANCE APPARATUS: The Company, in its efforts for Corporate Good Governance Practices, uses a series of top ranking professional service providers including Bankers, Insurers and Technical experts who continuously assist the Board of Directors and the Executive Management in properly discharging their duties to all the shareholders, stakeholders, the Government, and the Public as highlighted below: (a) Independent Director: In compliance of the BSEC Regulations on Good Governance, the Board of Directors as empowered by the Regulations, 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 Institute 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 Executive of BCCI and additional Managing Director of Uttara Bank Limited and General Manager of Janata Bank as the non-shareholder Independent Directors. It is expected that their expertise would help contribute to the further disclosure and protect the interest of all investors in general and smaller investors in particular. (b) Bankers: The degree of efficient business operation largely depends on the quality & efficiency of banking services received by the company. Efficient banking service brings down cost of operations. 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 relationship 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. 5

7 The company has neither ever defaulted in any commitment with its Bankers nor did get entangled in legal dispute at any court. (c) Insurer: Insurance services cover certain operational risks which are required by law/business practices to be covered by legitimate insurance service providers for protection 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 settled promptly and the premium rates are market competitive. The Company, based on these considerations, is maintaining insurance business relationship with the highly reputed and publicly listed insurance companies namely Pioneer Insurance Co. Ltd. and Bangladesh General 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 certification of the financial statement is the most significant aspect of Corporate Governance and protection of interest of investors. As evident from the Annual Reports, the company rigidly follows the code of International Accounting Standards (IAS) and Bangladesh Accounting 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 protection of interest of the investors. MANAGEMENT COMMITTEE: The Management Committee 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 Meeting. The Managing Director is supported by professional, well educated, trained and experienced team consisting of Mr. Ghaus Mohammad, Director-HR & Admin, Mr. Saiful Haq, Executive Director and Mohammad Sakhawat Hossain, Chief Financial Officer. SEGMENT REPORT: The companyʼs operations are carried out on a single business and geographic segment within which the company operates and as such no segment reporting is felt necessary. RISK PERCEPTION: The Company Management perceives investment risk within the national and international economic perspectives in relation to legal and moral requirements involving inter alia, intellectual property right, scientific invention, WTO Regulation etc. and monetary and fiscal investment policies and has prepared its production & marketing 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 protection of their capital as well as ensure highest return and growth of their assets. We strive for best compensation to all the employees who constitute the back-bone of the management and operational strength of the Company. We strive for the best co-operation of the creditors and debtors the banks & financial institutions 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 utilities- power, gas & water etc. and the customers who buy our products and services by redeeming their claim in time by making prompt payment and by distributing proper product on due dates to our customers. We strive for fulfillment of our responsibility to the Government through payment of entire range of due taxes, duties and claims by various public agencies like municipalities etc. We strive, as responsible citizen, for a social order devoid of malpractices, anti environmental behaviors, unethical and immoral activities and corruptive dealings. We strive for practicing good-governance in every sphere of activities covering inter alia not being limited to, disclosure & reporting to shareholders, holding AGM in time, distribution of dividends and other benefits to shareholders, reporting/dissemination of price sensitive information etc. We strive for equality in sexes, races, religions and regions in all sphere of operation without any discriminatory treatment. We strive for an environment free from pollution and poisoning. We strive for the achievement of Millennium development goals for the Human Civilization. RAHIM TEXTILE MILLS LIMITED 6

8 Annual Report 2015 CORPORATE REVIEW I. MANAGEMENT APPARATUS: (a) BOARD OF DIRECTORS: Mr. Didar A. Husain Chairman Mr. A. Matin Chowdhury Managing Director Dr. Shamim Matin Chowdhury Director Ms. Saima Matin 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 Matin Chowdhury Member Mr. Azizur Rahim Chowdhury Member (c) MANAGEMENT COMMITTEE: Mr. A. Matin Chowdhury Chairman Mr. Ghaus Mohammad Member Mr. Saiful Haq Member Mohammad Sakhawat Hossain Member (d) SENIOR CORPORATE OFFICIALS: Mr. Ghaus Mohammad Director, HR & Admin Mr. Saiful Haq Executive 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. Bangladesh General 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) INVESTORSʼ 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 Incorporation : 31 December, 1981 Year of Commencement of Production : 01 July, 1987 Year of Initial Public Offering (IPO) : 1988 Stock Exchange Listing date : 29 March, 1988 Awarded Oeko-Tex Certificate : Authorized Capital : Tk.500 Million Paid Up Capital : Tk Million Product Lines : Dyeing, Printing of Woven & Knit Fabrics Number of Shareholders (30th June 2015) : 2641 Number of Employees (30th June 2015) : 423 III. FIVE YEARS OPERATIONAL RESULTS: (Figures in thousand Tk.) Particulars Turnover 598, , , , ,222 Gross Profit 92,310 70,211 83,094 68,151 69,112 Operating Profit 35,291 14,675 19,276 2,859 8,171 Net Profit before Tax 33,723 27,069 15,623 5,225 9,013 Net Profit after Tax 23,565 23,180 12,795 4,418 7,652 Total Assets 624, , , , ,274 Fixed Assets 448, , , , ,872 Total Bank Loan 236, , , , ,151 Total Current Assets 175, , , , ,401 Total Current Liabilities 327, , , , ,220 Current Ratio 0.54:1 0.54:1 0.43:1 0.53:1 0.74:1 Authorised Capital 500, , , , ,000 Paid up Capital 34,685 27,527 22,022 20,020 18,200 Number of shares outstanding 3,468,465 2,752,750 2,202,200 2,002, ,000 Shareholderʼs Equity 190,954 *167, , , ,507 Face Value per Share Cash Dividend Per Share (%) Stock Dividend (%) Return on Paid up Capital 40% 26% 25% 10% 15% Net Assets Value per Share (NAV) * Net Operating Cash Flow per Share Earning per share (Tk.) 6.79 *6.68 * Number of Shareholders ,429 2,423 1,257 1,162 Number of Employees Production (In Lac yards) Shareholderʼs Equity, Net Assets Value per share (NAV) and Earning per share for the year has been restated. 600, ,000 Turnover (Figure in thousand) Earning per share (Figures in Tk.) 400, , , , Production (In lac yards ) RAHIM TEXTILE MILLS LIMITED 8

10 Annual Report 2015 MESSAGE FROM THE CHAIRMAN Dear Shareholders, I consider it a great honor to welcome you on behalf of the Board of Directors to the 34th Annual General Meeting of Shareholders of Rahim Textile Mills Ltd. and to present before you the Annual Report along with the Audited Financial Statements and the Auditorsʼ and Directorsʼ Report thereon of the Company for the year ended 30th June, During the financial year we have experienced substantial change in business environments, developments and opportunities. The increasing rates of GDP growth had been an encouraging factor though socio-politico factors had adverse effects during the year. Despite this, The Company succeeded in making the net profit during the year due to increase in turnover of Tk million compared to previous year and decrease in cost of goods sold by 3.22% (Tk million i.e % of turnover in and Tk million i.e % of turnover in ) and decrease of financial expenses by 0.62% compared to previous year. The Board of Directors earlier in a meeting held on 08th November 2010 had approved a BMRE plan for Tk crore, Later, after a careful review, a partial BMRE has been completed upto June, 2014 utilizing Bank Loan. As a result our production capacity has been increased from lac yards to lac yards during the fiscal year of Thus as against our earlier BMRE plan, we spent Tk.9.58 crore (without interest) and got a new sanction from bank of Tk.5.64 crore in the month of August, 2015 which was scheduled to be spent during the financial year and onward. Last year we had forecast an increase of annual production capacity at lac yards for the year but the actual capacity had increased to lac yards. The shortfall was due to not completion of the projected BMRE. Bangladesh Securities and Exchange Commission (BSEC) has introduced mandatory Guidelines on Corporate Governance. The Board of Directors of the Company is committed to deliver good governance and exercise best practices in all respects, for us, good governance is about managing the business effectively 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 negative impacts however still remains. In fact, the world economic trend was never in our favor during this period. In spite of this our GDP growth has been 6.51 percent. The vital export market for Ready Made Garments (RMG) products from Bangladesh is under watchful scrutiny of USA and EU. We are striving to ensure that our compliance standards improve and we remain competitive and continue to grow and gain further access to the markets abroad. We take the opportunity to thank our Shareholders, Bangladesh Securities 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 RAHIM TEXTILE MILLS LIMITED DIRECTORSʼ REPORT TO THE SHAREHOLDERS FOR THE YEAR Dear Shareholders, In terms of provisions of Section 184 of the Companies Act 1994, Rule 12 of the Bangladesh Securities and Exchange Rules 1987, BSEC Notification dated 07 August 2012 and IAS (International Accounting Standards) codes as adopted by the Institute 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, 2015 in the following paragraphs. TEXTILE SECTOR: Industry outlook and possible future developments in the industry: Although we are not getting uninterrupted power supply, our production has increased by 12.39% due to installation of additional plant & machinery. At present our installed production capacity has been increased from lac yards to lac yards. Last year we forecast for increase of annual production capacity at lac yards for the year but the actual capacity has increased to lac yards. The shortfall was due to non-completion of the projected BMRE. The turnover growth of our company during the past few years are given below: Year Companyʼs Growth Rate % % % % % COMPANYʼS OPERATIONS: Segment-wise or product wise performance: The actual production performance for the year under review has been affected due to political unrest and uninterrupted power supply. As a result utilization of production capacity has decreased from 84.67% to 83.03%. In spite of these constraints, we are pleased to inform you that we have performed well in net profits and are regular in debt servicing. Earlier we got sanction from bank Tk crore as project loan for BMRE of which Tk.9.58 crore (without interest) has utilized upto 30th June, The unutilized portion of the loan can not be utilized due to elapse of time. Thus as against our earlier BMRE plan of Tk crore, we spent Tk.9.58 crore (without interest) and got a new sanction from bank of Tk.5.64 crore in the month of August, 2015 which will be spent during the financial year and onward. A comparative statement of productions position are given below: Particulars % Increase/(decrease) 01 Production Capacity: a) Dyeing, Printing & Finishing unit (Lac yards) % 02 Actual Production: a) Dyeing, Printing & Finishing unit (Lac yards) % 03 Capacity Utilization: a) Dyeing, Printing & Finishing unit (Lac yards) (1.94%) Risk and concerns: All segments of the textile industry have been facing similar challenges, which are adversely affecting production and growth. Price hike in energy is effected. Physical parameter requirement and chemical restriction are more stringent. Manufacturers of raw materials for dyeing, printing and finishing have increased their price. We have to be prepared to meet the new challenges in order to survive and move forward. Analysis of Cost of Goods sold, Gross Profit Margin and Net Profit Margin: (a) Cost of Goods Sold: This yearʼs cost of goods sold was Tk million (84.58% of turnover) as compared to last yearʼs cost of goods sold of Tk million (87.80% of turnover). This is due to the fact that there has been decrease in average production cost by Tk.2.78 per yds (Tk in per yds and Tk in per yds). The increase in production quantity is Lac yards over the last year. Production capacity utilized during the year was 83.03%. (b) Gross Profit: The turnover of the company during the year was Tk million as against last yearʼs turnover of Tk million. The increase in turnover is 4.06% over the last year. Gross Profit earned during the year was Tk million (15.42% of turnover) as against last yearʼs gross profit of Tk million (12.20% of turnover). The increase in Gross Profit ratio is due to decrease in prices of Gray fabric (Raw- materials) and other overheads. The Gross profit ratio has increased by 3.22% over the previous year due to turnover quantity has increased compared to the previous year. (c) Net Profit: Net profit (after tax) earned during the year was Tk million as compared to last yearʼs Net profit (after tax) of Tk million. During the year net profit after tax has marginally increased due to decrease of financial expenses on turnover by 0.62% compared to previous year and adjustment of provision for prior years tax Tk million. RAHIM TEXTILE MILLS LIMITED 10

12 Annual Report 2015 Extra-Ordinary gain or loss: During the year the company earned interest income on FDR at Tk.177,010 and after adjustment of Tk.58,723 as loss on foreign currency exchange rate and balance amount of Tk.118,287 has been shown as Non Operating Income which has been shown in note no in the Notes of Account. Related party transactions: Related party transactions are depicted in Note no in the Notes of Account. Utilization of proceeds from public issues and/or right issues: There were no public issues and/or right issues offered during the year. Financial results after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Offer, Direct Listing, etc.: Initial Public Offering was made on There were no Repeat Public Offering, Rights Offer, Direct Listing, 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.3.46, 2nd quarter Tk.4.99 and 3rd quarter Tk After Audit the Annual Earning per share (EPS) stood at Tk The quarterly variance between 1st quarter to 2nd quarters occurred due to allotment of 715,715 number Bonus share for the year and the Audited Annual EPS was calculated after adjustment of shortfall in corporate tax liabilities. Remuneration to directors including independent directors: The remuneration 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 deviations from the last yearʼs operating results: Turnover increased by 4.06% over the last year. However, the Cost of goods sold (COGS) decreased by 3.22% due to decrease in price of Gray fabric, reduction of overhead cost and increase of sales quantity. Financial expenses decreased by 0.62% due to repayment of term loan in time. As a result, operating profit has increased by 3.35% on sales compared to last year ( was 2.55% and is 5.90%). FINANCIAL RESULTS: The comparative statements of financial results of the Company for the year as compared to previous year are summarized as follows: (Tk. in Thousand) Particulars % Increase/(Decrease) Turnover 598, , % Cost of goods sold 506, ,082 (3.22%) Gross profit 92,310 70, % Operating expenses 26,517 22, % Financial expenses 30,501 32,928 (0.62%) Operating profit 35,291 14, % Net profit (AT) 23,565 23, % Gross profit margin 15.42% 12.20% 3.22% Net profit margin 3.94% 4.03% (0.09%) Earning per share (Tk.) 6.79 * Face value per share *Earning per share restated in the year Key operating 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 declaration 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: The shift towards trends and demand for uncommon structured fabric and constraints continue to pose new challenges in our quest for greater market share. Innovation in print techniques on Knit, woven and denim fabric greatly contributed to our growth and stability. We need to quickly address buyerʼs requirements alongwith the intense competition from other print & dyeing factories. Digital printing requirement is rapidly increasing. We have to get into this trend of digital printing. We are happy to inform that in spite of the impediments we have made progress and coped with the competition. Determination, sincerity and guidance helped us in achieving our objectives. CAPITAL EXPENDITURES: During the year the following capital expenditure were incurred by us with own finance: (Tk. in million) Particulars Land/civil construction Plant & Machinery Other Fixed Assets Total

13 LONG TERM LOAN REPAYMENT: During the year the company has repaid the Term Loan amounting to Tk.89,203,030 and Directorʼs loan amounting to Tk.10,000,000. As a result the Term Loan position and Directorʼs loan position as on 30th June, 2015 stood at Tk.119,629,574 and Tk.14,953,649 respectively. APPROPRIATION OF PROFIT: The Board of Directors recommended for appropriation of profit as follows: Retained Earnings brought forward from previous year : Tk. 49,046, Less: Dividend distribution for the year : (Tk. 7,157,150.00) Balance surplus brought forward : Tk. 41,888, Add: Net Profit (after tax) during the year : Tk. 23,564, Add: Transfer to retained earnings : Tk. 2,623, Total net free surplus available for appropriation : Tk. 68,077, Appropriation Proposed: (i) Stock Dividend (Bonus Shares) in the ratio of 1:0.40 (40%) i.e (Zero point four zero) Bonus Share for every 01(One) ordinary share held on Record Date :(Tk.13,873,860.00) Retained Earnings after payment of Dividend Tk. 54,203, DECLARATION OF DIVIDEND: In the line of proposed appropriation of profit, the Board of Directors proposed and recommended for declaration of Stock Dividend (Bonus 40% for the year This will need issuance of 1,387,386 Ordinary Shares of Tk each by capitalization of Tk. 13,873, out of Retained Earnings (free reserves). The stock dividend will be available to the Shareholders whose names would appear in the Share Registers of the Company or in the Depository on the record date. ELECTION OF DIRECTORS: Rotation of Directors: Pursuant to Article clause 120 of the Articles of Association of the Company Dr. Shamim Matin Chowdhury, Director and Mr. Azizur Rahim Chowdhury, Director shall retire by rotation and being eligible as per Article 121 of the Articles of Association of the Company, they offered themselves for re-election. Brief resume and other information of the above mentioned directors as per clause 1.5 (xxii) of BSEC notification date 7th August, 2012 are depicted in Annexure III. APPOINTMENT OF AUDITORS: M/s. Malek Siddiqui Wali, Chartered Accountants, Auditors of the Company, will retire at this Annual General Meeting (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, Motijheel C/A, Dhaka-1000 for re-appointment as auditors of the Company of the year with fixation of their remuneration. RE-APPOINTMENT OF INDEPENDENT DIRECTOR: The Board of Directors in its meeting held on 09th July, 2015 decided to re-appoint Dr. Sultan Hafeez Rahman as Independent Director of the Company for a further period of 3 (three) years with effect from 23rd September, 2015 as per BSEC Regulations and recommended for approval by the shareholders in the ensuing Annual General Meeting. Brief resume and other information of the above mentioned director is depicted in ANNEXURE-III. CORPORATE GOVERNANCE: Corporate Governance is the practice of good citizenship, 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 committee report as per clause 3.5, certificate from professional accountant as per clause 7(i) and a status of compliance as per clause 7(ii) of the BSEC Notification No.SEC/CMRRCD/ /134/Admin/44 dated 07 August 2012 are depicted/disclosed in the ANNEXURE -I, II, III, IV, V and VI respectively. ACKNOWLEDGEMENT: The Directors are pleased to express their gratitude for the co-operation and support provided by the Shareholders, Customers, Bankers, Insurance Companies, Suppliers, BSEC, DSE, CDBL and dedication by Workers and Employees of the company without whose active 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. RAHIM TEXTILE MILLS LIMITED 12

14 iwng U UvBj wgjm& wjwg UW eq ii Rb kqvi nvìvie `i cöwz cwipvjbv cl `i cöwz e`b 13 Annual Report 2015 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, 2015 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 12.39% e w c q Q bzzb hš cvwz vcb Kivi d j ez gv b Avgv `i Drcv`b ÿgzv jÿ MR _ K e w c q jÿ M R DwbœZ n q Q wemz eqi c~e vfvm `Iqv n qwqj h evrmwik Drcv`b ÿgzv mv j jÿ M R DcwbZ n e wkš cök Z c ÿ jÿ M R DwbœZ n q Q cö R ±W weggavib m ú~y iæ c m úbœ bv niqvi Kvi b Drcv`b ÿgzvq D³ NvUwZ n q Q 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 ivr bwzk Aw izv Ges AwbqwgZ M vm mieiv ni Rb ÿwzmö n q Q djköæwz Z Drcv`b ÿgzvi e envi 84.67% n Z 83.03% G n«vm c q Q D jøwlz welq we` gvb _vkvi c ii Avgiv Avb `i mv _ Rvbvw Q h, Avgiv fvj bu gybvdv AR b Ki Z mÿg n qwq Ges wbqwgz Fb cwi kva K iwq BwZcy e weggavib Kvh m úbœ Kivi Rb Avgiv e vsk _ K KvwU UvKv e vsk FY eivï c qwqjvg, hv _ K 30 k Ryb 2015 ZvwiL ch ší 9.58 KvwU UvKvi (mỳ e wzz) weggavib m úbœ n q Q mgq DwËY niqvi Kvi b F Yi Ae eüz Ask e envi Kiv hv e bv Avgv `i cy e i weggavib cwikíbvi KvwU UvKvi g a 9.58 KvwU UvKv (mỳ e wzz) e q Kiv n q Q Ges AvMó 2015 gv m cybivq 5.64 KvwU UvKvi e vsk F Yi bzzb eivï cî cviqv M Q, hv Avw_ K eqi Ges ciezx Z e q Kiv n e 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 (1.94%) wdwbwks BDwbU (jÿ MR) SuzwK I DwØMœZv mg~nt U UvBj m± i mkj wkí K GKB ikg mgm v gvkv ejv Ki Z n Q, hv Drcv`b Ges e emv m úªmviy K evavmö Ki Q hvi g a R vjvwb Gi g~j e w Ab Zg ev Íe Pvwn`vi cö qvrbxqzv Ges ivmvqwbk evav-wecwë AwaKZi cöfve we ÍviKvix WvBs, wcöw Us Ges wdwbwms Gi KvuPvgvj Gi Drcv`bKvixiv Zv `i g~j e w K i Q Avgv `i K bzzb bzzb P v jä gvkv ejvi Rb Ges mvg bi w` K GwM q hviqvi Rb cö Z _vk Z n e 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 84.58%) hv wemz eq i wqj wgwjqb UvKv (Uvb Ifv ii 87.80%) GUv mz h c b i Mo Drcv`b e q cöwz M R K g Q 2.78 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 83.03% (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 4.06% PjwZ eq i gvu gybvdv AwR Z n q Q wgwjqb UvKv (Uvb Ifv ii 15.42%) hv wemz eq i wqj wgwjqb UvKv (Uvb Ifv ii 12.20%) gvu gybvdvi iwki e w cviqvi Kvib nj Mª- dweª (KvPvgvj) Ges Ab vb Ifvi nw LiP n«vm cviqv wemz eqi A cÿv gvu gybvdvi iwki 3.22% e w c q Q Uvb Ifvi e w i Kvi b

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 mvgvb e w cviqvi Kvib n Q c~e ez x eq ii Zzjbvq Avw_ K LiP 0.62% n«vm cviqv Ges c~e ezx eq ii Ki eve` cöwfk bi wgwjqb UvKv mgš^q Kiv A ^vfvwek jvf ev ÿwz t PjwZ eq i Kv úvbx vqx AvgvbZ n Z mỳ eve` Avq K i Q 177,010 UvKv hv e `wkk gỳ ªv wewbgq nv ii ÿwz eve` 58,723 UvKv mgš^ qi ci DØ Ë 118,287 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 3.24 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 3.46 UvKv, wøzxq KvqvUv ii 4.99 UvKv Ges Z Zxq KvqvUv ii 7.25 UvKv wbixÿvi ci evwl K PzovšÍ wnmv e Avwb s cvi kqvi (BwcG&m) `vwi q Q 6.79 UvKv cö_g KvqvUvi Ges wøzxq KvqvUv i BwcGmG cv_ K niqvi Kvib A_ eq ii jf vsk eve` 715,715 wu evbvm kqvi eivï Kiv wbixwÿz PzovšÍ wnmv e BwcGm wba vib Kiv n q Q K cv iu Ki `vq Gi NvUwZ mgbœ qi ci ^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 4.06% e w c q Q hw`i wewµz c b i e q n«vm c q Q 3.22% MÖ- dweª (KuvPvgvj) I Ifvi nw LiP n«vm cviqv Ges weµ qi cwigvb e o hviqvi Rb Avw_ K LiP 0.62% 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 3.35% wemz eq ii Zzjbvq ( eq i wqj 2.55% Ges eq i 5.90%) Avw_ K ch v jvpbv: cye ezx eq ii m ½ ZzjbvgyjK Avw_ K cöwz e`b bx P Dc vcb Kiv n jv: (nvrvi UvKvq) weeiy %e w (n«vm) weµq 598, , % wewµz c Y i e q 506, ,082 (3.22%) gvu jvf 92,310 70, % cwipvjb e q 26,517 22, % Avw_ K e q 30,501 32,928 (0.62%) cwipvjbv gybvdv 35,291 14, % bxu jvf Ki ciez x 23,565 23, % gvu Av qi nvi 15.42% 12.20% 3.22% bxu Av qi nvi 3.94% 4.03% (0.09%) kqvi cöwz Avq (UvKv) 6.79 * 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 cwiez bi aviv Ges Amvavib cök wzi Kvc oi Pvwn`vi Kvi b evrv i Avgv `i AvwacZ ervq ivl Z P v j Äi gy L co Z n Q bxu, I fb Ges Wwbg dweªk wcöw UsG wbz bzzb KŠkj Avgv `i e emvqxk cö mvi I vwq Z iæz c~b Ae`vb ivl Q Ab vb wcöw Us I WvBs d v±wii mv _ cöwz hvmxzvi Rb Avgv `i cö qvrb µzv `i Pvwn`vi w` K bri ivlv wwwruvj wcöw Us qi cö qvrbxqzv `ªæZ e w cv Q Avgv `i wwwruvj wcöw Us q cö ek Ki Z n e Avgiv Avb `i mv _ Rvbvw Q h, Dc iv³ welq mg~n m Z I AviwUGgGj Zvi K Vvi cwikö gi gva g cöwz hvmx `i gvkv ejv K i Avm Q w i jÿ, Kv R g bv hvm Ges mwvk wb ` kbv Avg `i j ÿ cšq Z mvnvh Ki Q RAHIM TEXTILE MILLS LIMITED 14

16 Annual Report 2015 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` 89,203,030 UvKv Ges WvB i±im FY eve` 10,000,000 UvKv cwi kva K i Q djköæwz Z 30 k Ryb 2015 Zvwi L Uvg jvb Ges WvB i±im F Yi w wz `vwo q Q h_vµ g 119,629,574 UvKv Ges 14,953,649 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 49,046, ev`: eq ii jf vsk weziy (UvKv 7,157,150.00) DØ Ë vbvšíi UvKv 41,888, hvm : bxu gybvdv (Ki ciezx) eq ii UvKv 23,564, hvm: wi UBb Avwb s m vbvší ii mgš^q UvKv 2,623, Ave U bi Rb bxu wd«znwej UvKv 68,077, cö ÍvweZ jf vsk: ók wwwe WÛ 40% ( evbvm kqvi) cöwz 01wU mvavib kqv ii wecix Z 0.40wU evbvm kqvi ( UvKv 13,873,860.00) jf vsk cö`v bi ci DØ Ëc Î vbvšíi UvKv 54,203, 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 1,387,386 mvavib kqvi Bmÿ eve` 13,873, 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 W: kvgxg gwzb PŠayix, cwipvjk I Rbve AvwRRyi iwng 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 ` 09 RyjvB, 2015 Zvwi L AbywóZ mfvq W: myjzvb nvwdr ingvb 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 m Þ ^i 23, 2015 ZvwiL _ K Kvh Ki nq, hv AÎ evwl K mvavib mfvq kqvi nvìvie `i Aby gv` bi Rb mycvwik K i Qb W: myjzvb nvwdr ingv bi 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 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, Ges VI 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, w``vi G. nv mb Pqvig vb 15

17 ANNEXURE I The Directors also report that: Related Party Transactions are depicted in Note no.3.24 in the Notes of Account. Remuneration 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 Companyʼs state of affairs, result of its operations, cash flows and changes in equity. Proper books of accounts as required by the prevailing law have been maintained. Appropriate accounting policies have been followed in formulating the financial statements and accounting estimates 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 effectively implemented and monitored. There is no significant doubt about the companyʼs ability to continue as a going concern. Significant deviation from the operating result compared to the last year is depicted in page no 11 Key operating and financial data of last five years have been presented in summarized form in page no 08 The number of Board Meeting and the attendance of directors during the year were as follows: Name of Directors Position Meeting Held Attended Didar A. Husain Chairman A. Matin Chowdhury Managing Director Dr. Shamim Matin Chowdhury Director Saima Matin Chowdhury Director Azizur Rahim Chowdhury Director Dr. Sultan Hafeez Rahman Independent Director Md. Qamrul Huda Independent Director The pattern of shareholding as required by clause 1.5 (xxi) of the BSEC Notification dated 07 August, 2012, stated in Annexure-II. Information of Directors who seek appointment/re-appointment as required by clause 1.5 (xxii) of the BSEC Notification dated 07 August, 2012, stated in Annexure-III. Status of compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission is enclosed as Annexure VI. ANNEXURE-II Pattern of Shareholding as on 30th June, 2015: Name of the Shareholders Status Shares held % i. Parent/Subsidiary/Associated Companies and other related parties Nil Nil Nil ii. Directors: Didar A. Husain Chairman 656, A. Matin Chowdhury Managing Director 675, Dr. Shamim Matin Chowdhury Director 509, Saima Matin Chowdhury Director 695, Azizur Rahim Chowdhury Director 125, Dr. Sultan Hafeez Rahman Independent Director Nil Nil Md. Qamrul Huda Independent Director Nil Nil iii. Chief Executive Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and their Spouses and Minor Childrens: A. Matin Chowdhury Chief Executive Officer 675, 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 105, Dr. Shamim Matin Chowdhury Wife of Mr. A. Matin Chowdhury 509, iv. Executives Nil Nil Nil v. Shareholders holding 10% or more voting interest in the Company Didar A. Husain Chairman 656, A. Matin Chowdhury Managing Director 675, Dr. Shamim Matin Chowdhury Director 509, Saima Matin Chowdhury Director 695, RAHIM TEXTILE MILLS LIMITED 16

18 Annual Report 2015 ANNEXURE-III Brief Resume of the Directors Directors who seek re-appointment: Dr. Shamim Matin Chowdhury: Dr. Shamim Matin Chowdhury is a Sponsor Director of the Company since 1981, wife of Mr. A. Matin Chowdhury. She has more than 34(thirty four) years experience in the textile sector. She completed M.B.B.S from Dhaka Medical College and postgraduate studies from the U.K. Mrs. Chowdhury is a famous Child and Adolescent Psychiatrist. She is the former Chief Consultant of Pabna Mental Hospital. She is also the Chairperson of Special Olympics in Bangladesh. She is the Director of Malek Spinning Mills Limited (listed company), Salek Textile Limited, Knit Asia Limited, J.M. Fabrics Limited, Hejaz Publications Limited, Fatehbagh Tea Company Limited and also the Managing Director of NewAsia Synthetics Limited. She is the Member of Audit Committee of Rahim Textile Mills Limited and Malek Spinning Mills Limited. Mr. Azizur Rahim Chowdhury: Mr. Azizur Rahim Chowdhury is a Director of the Company since 2007, son of Mr. A. Matin Chowdhury. He obtained graduation from Purdue University in the U.S.A. with a major in Computer Science and Business Management. He is the Member of Audit Committee of RahimTextile Mils Limited and Malek Spinning Mills Limited. He has more than 8 (eight) years working experience in the textile sector. He is also the Director of Malek Spinning Mills Limited (listed company), Salek Textile Limited, Knit Asia Limited, Hejaz Publications Limited, Fatehbagh Tea Company Limited and also the Managing Director of J.M. Fabrics Limited and Director of Bangladesh Textile Mills Association (BTMA). Re-appointment of Independent Director: Dr. Sultan Hafeez Rahman: Dr. Sultan Hafeez Rahman has nearly 40 years of professional experience, which span across the transport / communications, energy, financial (banking and capital markets), urban development, education, natural resources, environmental and agricultural sectors. He is currently the Executive Director of BRAC Institute of Governance and Development (BIGD), which has recently merged with the International Growth Centre (IGC), an institution backed by DFID and the London School of Economics and Political Science. Previously, Dr. Rahman served a 20-year tenure at the Asian Development Bank (ADB) from 1992 to He retired as Director General of the South Asia Department ADBʼs largest department, which accounted for nearly 40% of ADBʼs total assistance operations at the time. He was also Director General of the Pacific Department from 2008 to Before joining the ADB, he worked as a Senior Research Fellow at the Bangladesh Institute of Development Studies (BIDS). He also served as a member of several high-level government, regional and international expert panels, task forces and committees, including the expert panels of the 3rd and 4th Five Year Plans of Bangladesh. He was also adviser/consultant to the Ministries of Jute, Industry and Commerce, and Finance and Planning, Government of Bangladesh. He served as member of the Board of Directors of Agrani Bank from Dr. Rahman holds a PhD in Economic Development from Stanford University, and an MSc in Economics from Vanderbilt University. He is a highly-respected economist and has published on a wide range of economic issues. ANNEXURE-IV AUDIT COMMITTEE REPORT For the Year Rahim Textile Mills Limited having an Audit Committee as a sub committee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities. The Audit Committee consists of the following persons: Dr. Sultan Hafeez Rahman, Independent Director Chairman Dr. Shamim Matin Chowdhury, Director Member Mr. Azizur Rahim Chowdhury, Director Member Mr. Syed Saiful Haque, Company Secretary Secretary The scope of Audit Committee 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 accounting policies and principles, internal control risk management process, auditing matter, hiring and performance of external auditors; c Review statement of significant related party transactions submitted 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 auditorsʼ observations on internal control. Activities carried out during the year: The Committee reviewed the integrity of the quarterly, half yearly and annual financial statements and recommended to the Board for consideration. The Committee had overseen, reviewed and approved the procedure and task of the internal audit, financial report preparation and the external audit reports. The Committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didnʼt find any material deviation, discrepancies or any adverse finding/observation in the areas of reporting. Dr. Sultan Hafeez Rahman Chairman Audit Committee Date: 25th October,

19 ANNEXURE-V CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE GUIDELINES To the Members of Rahim Textile Mills Limited, We have examined the compliance of the conditions of corporate governance guidelines of the Bangladesh Securities and Exchange Commission (BSEC) of Rahim Textile Mills Limited for the year ended on 30th June, 2015 as stipulated in clause 7(i) of the BSEC Notification No. SEC/CMRRCD/ /134/Admin/44 dated 07 August The compliance of the conditions of corporate governance guidelines as stated in the aforesaid notification and reporting of the status of compliance is the responsibility of the management of Rahim Textile Mills Limited. Our examination for the purpose of issuing this certification was limited to the checking the procedures and implementation thereof, adopted by Rahim Textile Mills Limited for ensuring the compliance of conditions of corporate governance and correct reporting of compliance status on the attached statement on the basis of evidence gathered and representation received. To the best of our information and according to the explanations given to us, we certify that, as reported on the attached status of compliance statement, Rahim Textile Mills Limited has complied with conditions of corporate governance stipulated in the above mentioned BSEC notification dated 07 August, 2012 and subsequent amendment made thereon. Dated: 08th November, 2015 Dhaka Ramendra Nath Basak, FCA Partner Shiraz Khan Basak & Co. Chartered Accountants CEO & CFOʼs DECLARATION TO THE BOARD OF DIRECTORS The Board of Directors Rahim Textile Mills Limited 134, New Eskaton Road, Dhaka Subject: CEO & CFOʼs Declaration to the Board of Directors. Dear Sirs: In compliance with the condition no.6 imposed by the Bangladesh Securities and Exchange Commissionʼs Notification No. SEC/CMRRCD/ /134/Admin/44 dated 07 August 2012 issued under Section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby certify to the Board of Directors that; (i) We have reviewed the financial statements of the company for the year ended on 30th June 2015 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 companyʼs affairs and are in compliance with existing accounting standards and applicable laws. (ii) There are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violation of the companyʼs code of conduct. Sincerely yours, (Mohammad Sakhawat Hossain) Chief Financial Officer (A. Matin Chowdhury) Managing Director Dated: 11th October, 2015 Dhaka RAHIM TEXTILE MILLS LIMITED 18

20 ANNEXURE-VI Corporate Governance Compliance Status Report Annual Report 2015 Status of compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission s Notification No. SEC/CMRRCD/ /134/Admin/44 dated 07 August Condition 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 fifth (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 relationship. 1.2 (ii) c) Does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies 1.2 (ii) d) Not a member, director or officer of any stock exchange 1.2 (ii) e) Not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market 1.2 (ii) f) Not a partner or an executive or was not a partner or an executive during the 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 jurisdiction as a defaulter in payment of any loan to a bank or a NBFI 1.2 (ii) i) Not been convicted for a criminal offence involving moral turpitude 1.2 (iii) 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 Qualification of Independent Director (ID) 1.3 (i) Knowledge of Independent Directors 1.3 (ii) Background of Independent Directors 1.3 (iii) Special cases for qualifications 1.4 Individual Chairman of the Board and Chief Executive Officer 1.5 The Directorʼs Report to Shareholders: 1.5 (i) Industry outlook and possible future developments in the industry 1.5 (ii) Segment-wise or product-wise performance 1.5 (iii) Risks and concerns 1.5 (iv) Discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin 1.5 (v) Discussion on continuity of any Extra-Ordinary gain or loss 1.5 (vi) Basis for related party transactions 1.5 (vii) Utilization of proceeds from public issues, rights issues and/or through any others 1.5 (viii) Explanation if the financial results deteriorate after the company goes for IPO, RPO, Rights Offer, Direct Listing 1.5 (ix) Explanation about significant variance occurs between Quarterly Financial performance and Annual Financial Statements 1.5 (x) Remuneration to directors including independent directors 1.5 (xi) Fairness of Financial Statements 1.5 (xii) Maintenance of proper books of accounts 1.5 (xiii) Adoption of appropriate accounting policies and estimates 1.5 (xiv) Followed IAS, BAS, IFRS and BFRS in preparation of financial statements 1.5 (xv) Soundness of internal control system 1.5 (xvi) Ability to continue as a going concern 1.5 (xvii) Significant deviations from the last yearʼs 1.5 (xviii) Key operating and financial data of at least preceding 5 (five) years 1.5 (xix) Reasons for not declared dividend 1.5 (xx) Number of Board meetings held during the year and attendance 1.5 (xxi) Pattern of shareholding: 1.5 (xxi) a) Parent/Subsidiary/Associated Companies and other related parties 1.5 (xxi) b) Directors, CEO, CS, CFO,HIA and their spouses and minor children 1.5 (xxi) c) Executives 1.5 (xxi) d) 10% or more voting interest 1.5 (xxii) Appointment/re-appointment of director: 1.5(xxii) a) Resume of the director 19 N/A N/A N/A N/A

21 Condition No. Title Complied Not Complied Remarks (if any) 1.5(xxii)b) Expertise in specific functional areas 1.5(xxii) c) Holding of directorship and membership of committees of the board other then this company Appointment of CFO, HIA and CS: Attendance of CFO and CS at the meeting of the Board of Directors Audit Committee: 3 (i) 3 (ii) 3 (iii) 3.1 Constitution of Audit Committee Assistance of the Audit Committee to Board of Directors Responsibility of the Audit Committee Constitution of the Audit Committee: 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 Committee Qualification of Audit Committee members Term of Service of Audit Committee members Secretary of the Audit Committee Quorum of the Audit Committee meeting Chairman of the Audit Committee: 3.2 (i) 3.2 (ii) 3.3 Board of Directors shall select the Chairman Chairman of the audit committee shall remain present in the AGM Role of Audit Committee: 3.3 (i) 3.3 (ii) 3.3 (iii) 3.3 (iv) 3.3 (v) Oversee the financial reporting process Monitor choice of accounting 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 function Review statement of significant related party transactions Review Management Letters/Letter of Internal Control weakness issued by statutory auditors 3.3 (x) Disclosure about the uses/applications of funds raised by IPO/RPO/Rights Issue N/A 3.4 Reporting of the Audit Committee: Reporting to the Board of Directors: (i) Activities of Audit Committee (ii)a) Conflicts of interest (ii)b) Material defect in the internal control system (ii)c) Infringement of laws, rules and regulations (ii)d) Any other matter Reporting to the Authorities 3.5 Reporting to the Shareholders and General Investors 4 Engagement of External/Statutory Auditors: 4 (i) Appraisal or valuation services or fairness opinions 4 (ii) Financial information systems design and implementation 4 (iii) Book-keeping 4 (iv) Broker-dealer services 4 (v) Actuarial services 4 (vi) Internal audit services 4 (vii) Services that the Audit Committee determines 4 (viii) Audit firms shall not hold any share of the company they audit. 4 (ix) Audit/certification services on compliance of corporate governance 5 Subsidiary Company: 5 (i) Composition 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 committee of the holding company 6 Duties of Chief Executive Officer and Chief Financial Officer: 6 (i) a) Reviewed the materially untrue of the financial statement 6 (i) b) Reviewed about compliance of the accounting standard 6 (ii) Reviewed about fraudulent, illegal or violation of the companyʼs code of conduct 7 Reporting and Compliance of Corporate Governance: 7 (i) Obtain certificate about compliance of conditions of Corporate Governance Guidelines 7 (ii) Annexure attached, in the directorʼs report RAHIM TEXTILE MILLS LIMITED 20 N/A N/A N/A N/A N/A N/A

22 Annual Report 2015 Malek Siddiqui Wali PHONE: OFF : CHARTERED ACCOUNTANTS RES: : Partners: Md. Waliullah, FCA FAX: Swadesh Ranjan Saha, FCA Md. Habibur Rahman Sarker, FCA Anjan Mallik, FCA AUDITORS REPORT to the shareholders of Rahim Textile Mills Limited wali@satcombd.com 9-G, Motijheel C/A, 2 nd Floor Dhaka-1000, Bangladesh We have audited the accompanying Statement of Financial Position of Rahim Textile Mills Limited as at 30th June 2015 and the related Statement of Comprehensive Income, Statement of Change in Equity, Statement of Cash Flow and Notes for the year then ended, and a summary of significant accounting policies and other explanatory notes. Management s Responsibility for the Financial Statements: The Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Accounting Standard(BAS)/Bangladesh Financial Reporting Standards (BFRS), the companies Act 1994, Bangladesh Securities and Exchanges Commission Rules 1987 and other applicable laws and regulation and for such internal control as management determines is necessary to enable the preparation 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 Auditing (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 entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing and opinion on the effectiveness of the entity s internal control. An audit also includes evaluation the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion: In our opinion, the financial statements prepared in accordance with Bangladesh Accounting Standard/Bangladesh Financial Reporting Standards (BFRS), give a true and fair view of the state of the company s affairs as of 30th June 2015 and of the results of its operations and its cash flows for the period then ended and comply with the Companies Act 1994, relevant schedule of Bangladesh Securities and Exchanges Commission Rules 1987 and other applicable laws and regulations. We also report that: a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification 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 examination of those books; c) The Company s Statement of Financial Position and Statement of 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 October 26, 2015 Malek Siddiqui Wali Chartered Accountants 21

23 RAHIM TEXTILE MILLS LIMITED STATEMENT OF FINANCIAL POSITION AS AT 30TH JUNE, 2015 Figures in Taka Notes June 30,2015 June 30,2014 Restated ASSETS: Non Current Assets : 448,490, ,851,375 Property Plant & Equipment 4 448,490, ,851,375 Current Assets: 175,853, ,802,260 Inventories 5 49,008,794 68,283,198 Accounts Receivable 6 86,527, ,555,295 Advances, Deposits & Pre-Payments 7 16,959,776 22,738,792 Cash & Bank Balances 8 23,357,113 9,224,974 TOTAL ASSETS 624,344, ,653,635 SHARE HOLDER'S EQUITY & LIABILITIES: Shareholder's Equity: 190,954, ,389,655 Share Capital 9 34,684,650 27,527,500 Retained Earnings 68,077,465 49,046,000 Revaluation Surplus of Fixed Assets 10 88,192,250 90,816,155 Non-Current Liabilities: 105,454, ,436,175 Long Term Loan 11 88,894, ,256,054 Deferred Tax Liabilities ,559,299 17,180,121 Current Liabilities: 327,935, ,827,806 Accounts Payable ,205,094 98,454,458 Current Portion of Long Term Loan 15 30,734,684 75,820,884 Short Term Loan From Bank ,157, ,151,243 Short Term Loan From Others 12 14,953,649 24,953,649 Other Liabilities 17 11,107,030 10,126,550 Provision for WPPF & WF 18 6,935,689 5,249,515 Unclaim Dividend 19 1,135,691 1,050,150 Provision for Income Tax 20 5,705,855 6,021,359 TOTAL SHARE HOLDER'S EQUITY & LIABILITIES: 624,344, ,653,635 Net Asset Value (NAV ) 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 26,2015 and were signed on it's behalf by. Syed Saiful Haque Mohammad Sakhawat Hossain Azizur Rahim Chowdhury A. Matin Chowdhury Company Secretary Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Dhaka October 26, 2015 Malek Siddiqui Wali Chartered Accountants RAHIM TEXTILE MILLS LIMITED 22

24 Annual Report 2015 RAHIM TEXTILE MILLS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED JUNE 30, 2015 Figures in Taka Particulars Notes June 30,2015 June 30,2014 Turnover ,621, ,292,598 Cost of Goods Sold ,311, ,082,052 Gross Profit 92,309,818 70,210,546 Operating Expenses: Administrative & Selling Expenses 23 26,517,063 22,607,582 Operating Profit before Financial Expenses 65,792,755 47,602,963 Financial Expenses 24 30,501,381 32,927,640 Operating Profit 35,291,374 14,675,323 Non Operating Income ,287 13,746,612 Net Profit before WPPF & WF 35,409,661 28,421,936 Provision for Contribution to WPPF & WF 26 1,686,174 1,353,426 Net Profit / (Loss) for the year 33,723,487 27,068,510 Provision For Tax 10,158,777 3,888,410 Current Tax 27 5,705,855 2,725,328 Prior years tax 5,073,744 - Deferred Tax 28 (620,822) 1,163,082 Net Profit / (Loss) for the year after tax 23,564,710 23,180,100 ( Transferred to the Statement of Change in Equity) Earning per share (Restated in 2014) Par Value Tk.10 Number of shares used to compute EPS 3,468,465 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 26,2015 and were signed on its behalf by Syed Saiful Haque Mohammad Sakhawat Hossain Azizur Rahim Chowdhury A. Matin Chowdhury Company Secretary Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Dhaka October 26, 2015 Malek Siddiqui Wali Chartered Accountants 23

25 RAHIM TEXTILE MILLS LTD. STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2015 Figures in Taka Particulars Share Capital Revaluation Surplus Retained Earnings Total of Fixed Assets As at July 1, ,527,500 90,816,155 49,046, ,389,655 Net Profit this year ,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 STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 30, 2014 Restated Particulars Share Capital Revaluation Surplus Retained Earnings Total of Fixed Assets As at July 1, ,022, ,692,435 27,309, ,023,626 Prior Year adjustments (Note-29) (11,814,071) (11,814,071) Restated Balance 22,022,000 94,878,364 27,309, ,209,555 Net Profit this year - 23,180,100 23,180,100 Stock Dividend 5,505,500 (5,505,500) - Transfer to Retained Earnings (2,835,118) 2,835,118 - Transfer to Gain/ ( Loss) assets (1,227,091) 1,227,091 - As at June 30, ,527,500 90,816,155 49,046, ,389,655 The annexed notes are integral part of these financial statement.these financial statements were approved by the Board of Directors on October 26,2015 and were signed on its behalf by Syed Saiful Haque Mohammad Sakhawat Hossain Azizur Rahim Chowdhury A. Matin Chowdhury Company Secretary Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Dhaka October 26, 2015 Malek Siddiqui Wali Chartered Accountants RAHIM TEXTILE MILLS LIMITED 24

26 Annual Report 2015 RAHIM TEXTILE MILLS LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JUNE 30, 2015 I. CASH FLOW FROM OPERATING ACTIVITIES Figures in Taka June 30,2015 June 30,2014 Collections from turnover, bills receivable and other receipts. 636,767, ,556,665 Payment for purchase of raw materials, accessories, creditors and other expenses (543,505,721) (461,146,106) Net cash generated from operating activities 93,261,893 55,410,559 II. CASH FLOW FROM INVESTING ACTIVITIES Acquisition of fixed assets (3,767,931) (119,793,950) Disposal of Fixed Assets - 36,562,760 Net cash used in investing activities (3,767,931) (83,231,190) III. CASH FLOW FROM FINANCING ACTIVITIES Loan received/(repayment) from Bank Short term (65,447,363) 37,804,102 Loan received/(repayment) from Directors (10,000,000) (6,209,320) Sale of Faction share against stock dividend 236,738 85,102 Dividend Paid (151,197) (64,480) Net cash generated from financing activities (75,361,823) 31,615,405 Net Cash Inflow / ( Outflow ) { I + II + III } 14,132,139 3,794,774 CASH & CASH EQUIVALENTS AS AT JULY 01, ,224,974 5,430,199 CASH & CASH EQUIVALENTS AS AT JUNE 30, ,357,113 9,224,974 Net Operating Cash Flow Per Share ( NOCFPS ) 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 26,2015 and were signed on it's behalf by. Syed Saiful Haque Mohammad Sakhawat Hossain Azizur Rahim Chowdhury A. Matin Chowdhury Company Secretary Chief Financial Officer Director Managing Director Signed in terms of our separate report of even date annexed. Dhaka October 26, 2015 Malek Siddiqui Wali Chartered Accountants 25

27 RAHIM TEXTILE MILLS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, Significant Accounting Policies And Relevant Information: 1.1 Legal form of the enterprise: Rahim Textile 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 Certificate of Incorporation # C /528 of 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 activities: Rahim Textile Mills Limited is a 100% export-oriented industry of textile sector engaged in dyeing, printing & finishing fabrics. The company has pioneered the printing of knit and others fabrics. Our fabric product in the factory is Standard 100, Class 1 certified. 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 Preparation: 2.1 Statement of compliance: The financial statements of the company under reporting have been prepared under historical cost convention other than land & building which stated at revalued amount as a going concern concept and on accrual basis in accordance with generally accepted accounting principles and practice in Bangladesh in compliance with the Companies Act, 1994, the Securities and Exchange Rules 1987, International Accounting Standards (IAS) so far adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) as Bangladesh Accounting Standard (BAS), Bangladesh Financial Reporting Standard (BFRS) and other applicable laws and regulations. 2.2 Responsibility for preparation and presentation of financial statements: The Board of Directors is responsible for the preparation and presentation of Financial Statements under Section 183 of the Companies Act 1994 and as per the provision of The Framework for the Preparation and Presentation of Financial Statements issued by the International Accounting Standards Board (IASB) and completion with the requirement of Bangladesh Security Exchange Commission rules 1987 and International Accounting Standards (IAS). 2.3 Reporting period: Financial statements of the company cover the period from 01 July 2014 to 30 June Components of the financial statements: Financial Statements includes the following components in accordance with the Bangladesh Accounting Standard BAS-1 Presentation of Financial Statements the complete set of: i) Statement of Financial Position as on 30 June 2015; ii) Statement of Comprehensive Income for the year ended 30 June 2015; iii) Statement of Changes in Equity for the year ended 30 June 2015; iv) Statement of Cash Flows for the year ended 30 June 2015; v) Accounting Policies and Explanatory Notes. 2.5 Comparative information: Comparative information has been provided in accordance with in respect of the year for all numerical information in the financial statements and also the narrative and descriptive information 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 International Accounting Standards (IAS). 2.6 Reporting 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 translation: Transactions in foreign currencies are translated into Bangladeshi Taka at the exchange rate prevailing on the date of transactions in accordance with BAS- 21 "The Effects of Changes in Foreign Exchange Rate." Foreign Currency balance have been translated into taka at prevailing rate of cutoff date and the difference between translation value or realization value and initial recognition 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 operating activities have been presented under direct method as required by the Securities and Exchange Rules 1987 and considering the provisions that "Enterprises are Encouraged to Report Cash Flow From Operating Activities 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 revaluation 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 computation is stated in accounts. This has been arrived at on the basis of profit attributable ordinary shareholder divided by weighted average no of shares. RAHIM TEXTILE MILLS LIMITED 26

28 Annual Report Risk and uncertainties for use of estimates in preparation of Financial Statement: The Preparation of Financial Statement is Conformity with, the International Accounting Standards requires management to make estimates and assumption that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of effects Financial Statements and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used for, accounting of certain items such as long term contract, provision for doubtful accounts, depreciation and amortization, employees benefit plans, taxes, reserve and contingencies Compliance with local laws: The financial statements have been prepared in compliance with the requirements of the Companies Act 1994, Securities and Exchange Rules 1987 and other relevant local laws and rules Compliance with International Accounting Standard (IAS): The financial statements have been prepared in compliance with requirements of BAS's adopted by the institute of Chartered Accountants of Bangladesh (ICAB) and applicable in Bangladesh Taxation: The tax holiday period of the company has expired on June 30, 1994: The Corporate tax rate for textile sector is 15% as per financial act SRO # 193-Law/ITO/2015 U/S-44 Sub-section (4) Clouse (b). Provision was made and calculated on the above basis which is adequate under income tax ordinance SIGNIFICANT ACCOUNTING POLICIES: 3.01 Principal accounting policies: Specific accounting policies were selected and applied by the company's management for significant transactions and events that have a material effect within the framework of BAS-1 "Preparation of Financial Statement". The previous year's figures were presented following the same accounting principles Recognition of property, plant and equipment and depreciation: Fixed assets are stated at their historical cost less accumulated depreciation in accordance with BAS-16 "Property, Plant and Equipment". Cost represents cost of acquisition or construction and includes purchase price and other directly attributable cost of bringing the assets to working conditions for its intended use. Depreciation has been charged on assets including particular revalued assets, where applicable, at the rates varying from 10% to 15% applying reducing balance method irrespective which is allocated to Cost of Goods Sold and Administrative Overhead proportionately. No depreciation was charged on land and land development. Impairment losses/gains of assets are not provided, as these have been performing as per intended use of such assets assessed by the management. The annual depreciation 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 Installation 15% Furniture and Fixtures 10% Gas Line Installation 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 Revaluation of fixed assets: The Company has revalued fixed assets, viz. land, building and construction 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" after 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 after deducting the estimated cost of completion 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 collectible 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 convertible to know amounts of cash and which are subject to and insignificant risk of changes in value, BAS-1. Presentation 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 revaluation of fixed assets: This has been created against revalued value of fixed assets, viz. land, building and construction and machinery and stated in the statement of financial position 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 Liabilities: This has been recognized for amounts to be paid within short time for expenses and utilities services etc Revenue from goods sold: The company recognizes revenue when a risk and renewal relating to sold goods has been transfer to buyer as well as when satisfied all other conditions sets out in IAS-18 Revenue Recognition 27

29 3.11 Lease Finance In compliance with the BAS-17, Lease, Cost of assets acquired under finance lease along with related obligation has been accounted for as assets and liabilities respectively of the company. It is relevant to note that we are continuing a lease agreement with United Lease Finance Ltd. for a vehicle purpose Bad and doubtful debts: No provision for bad and doubtful debt was made as the company's sales / export are based on 100% confirmed letter of credit with fixed maturity date Contribution to Workers' profit participation fund: The company made provision for worker's profit participation 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 textile sector industries in accordance with the provisions of Income Tax Ordinance Deferred tax: The Company has calculated deferred tax assets/liabilities for the temporary difference of net assets of accounting and tax base. On assets for the purpose of complying BAS requirement. But, it is neither assets nor liabilities so reflected in the statement of financial position for the year under audit. However, it is relevant to mention that tax deducted from export is final settlement of tax liabilities in accordance with particular Income Tax SROs for the time being in force unless any deviation in accounts attributable to section 19 or 30 of Income Tax Ordinance Events after the reporting period: There is no significant event has been occurred for reporting for the period from cut-off date of financial year to the date of signing of the financial statements Basic Earnings: This represents earnings for the year attributable to ordinary shareholders. As there was no preference dividend, minority interest of extra ordinary items, the net profit after tax for the year has been considered as fully attributable to the ordinary shareholders Basic earnings per share: Basic Earnings per share is calculated by dividing the net profit or loss for the year attributable 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 dilution during the year under review General Comments & Observations: 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 royalties, technical fees etc. d. There was no sum for which the company contingently 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 remitted 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 compensating any number of the board of special service Application of Bangladesh Accounting Standards (BAS): BAS-1 Presentation of Financial Statements Complied with BAS-2 Inventories Complied with BAS-7 Cash Flow Statements Complied with BAS-8 Net Profit or Loss for the Period,Fundamental Errors and Accounting Policies, Changes in Accounting Estimates Complied with BAS-10 Events after the Reporting Period Complied with BAS-11 Construction, Contracts Complied with BAS-12 Income Taxes Complied with BAS-14 Segment Reporting 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-26 Accounting and Reporting by Retirement Benefit Plants Complied with BAS-27 Consolidated Financial Statement and Accounting for N/A BAS-28 Investment in Subsidiaries N/A BAS-32 Financial Instruments: Presentation N/A BAS-33 Earing Per Share Complied with BAS-36 Impairment of Assets Complied with BAS-37 Provisions, Contingent Liabilities and Contingent Assets Complied with BAS-38 Intangible Assets N/A BAS-39 Financial Instruments: Recognition and Measurement. N/A BAS-40 Investment Property N/A RAHIM TEXTILE MILLS LIMITED 28

30 Annual Report Retirement Benefit: The Company has operated provident fund benefit to its employees Discloser as per requirement of schedule XI, part II of company act 1994 A. Discloser 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: Particulars Range (Tk.) No. of Employee Remuneration 100, , Salary 0-14, , , , , , , , above 04 Wages 0-5, Nil 5, , , , , Above 84 B. Discloser as per requirement of schedule XL, part II para 7 Capacity of industrial unit actual production shortfall and achievement are as follows: Unit Installed Capacity Actual Production Short fall % of achievement Dyeing, Printing & % Finishing unit(yards in lac) C. Discloser as per requirement of schedule XI, part II para-8 Value of Dyes & Chemical, Spare parts, Packing Materials and Capital Machinery (BDT) : Particulars Local Purchase Import Total Purchase Consumed Grey Fabrics 22,870, ,870, ,664, Dyes & Chemical 119,105, ,053, ,159, ,783, Printing, Design Materials & 14,281, ,771, ,052, ,083, Spare Parts etc Related Party Transaction: In the period under review the company has transactions with related party in the normal course of business. The transaction are as follows : Name of Sister Concern Accounts Receivable Transaction J.M. Fabrics Limited 9,511, ,270, Knit Asia Limited 19,167, ,914, Salek Textile Limited 692, ,581, Approval of Financial Statements: The Board of Directors has approved these financial statements on October 26, PROPERTY PLANT & EQUIPMENT ASSETS : Tk. 448,490,698 Details of Fixed Assets and Depreciation as on 30th June, 2015 are shown in the Schedule A-1 This is arrived at as follows: COST: Opening balance 705,446, ,106,057 Addition this year 3,844, ,793,950 Less: Sale/Adjustment 0 42,453,781 Closing balance 709,290, ,446,226 ACCUMULATED DEPRECIATION : Opening balance 322,225, ,490,424 Addition this year 38,581,530 40,298,142 Less: Sale/ Adjustment - 20,563,490 Closing balance 360,806, ,225,077 Written Down Value at Reporting Date 348,484, ,221,149 29

31 REVALUATION OF FIXED ASSETS : Opening balance 123,483, ,852,009 Addition this year Less: Adjustment for this year on Revaluation - 2,368,194 Written Down Value at Reporting Date 123,483, ,483,815 Opening balance 20,853,590 19,159,574 Addition this year 2,623,905 2,835,118 Less: Adjustment for this year on Revaluation - 1,141,102 Closing balance 23,477,495 20,853,590 Written Down Value at Reporting Date: 100,006, ,630,226 a). The factory land was charged to the AB bank Ltd. and pariparsu agreement was also made with The City Bank Ltd.for same properties against bank loan facilities INVENTORIES: Tk. 49,008,794 The total amount is arrived as follows : Dyes & Chemicals ,322,070 35,946,643 Grey Fabric ,042,118 11,835,955 Printing & Design Material ,290,291 4,226,507 Spares & Accessories ,278,381 9,373,073 Work in Process , ,855 Work in Process (Finished Stage) ,497,934 6,327,165 Tk. 49,008,794 Tk. 68,283, Dyes & Chemicals: Items Quantity(kg) Qty(kg) Dyes 10,293,764 30,654 15,592,064 Chemicals 15,028, ,888 20,354,579-25,322, ,542 35,946, Grey Fabrics: Items Quantity(Yds) Quantity Grey Fabrics 64,788 10,042, ,904 11,835, Printing & Design Materials & Spares Accessories: Items Printing & Design Materials 3,290,291 4,226,507 Spare Parts & Accessories 5,278,381 9,373,073 Tk. 8,568,672 TK. 13,599, Work-In-Process: Items Quantity Quantity Work-In-Process 205, , , , Work in Process (Finished Stage) Items Quantity( yds) Quantity(yds) Work in Process (Finished Stage) 102,631 4,497, ,595 6,327,165 - Physical counting of the stock was carried out by inventory team, consisting of auditor & management staff. - - Inventory at june 30,2015 are valued at lower of average cost and net realisable value - the inventories are collateralised against short term loan ACCOUNTS RECEIVABLE: Tk. 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 securities except their personal securities and Related parties Tk.29,370, & other parties Tk.57,156, ADVANCES, DEPOSITS & PREPAYMENTS: Tk. 16,959,776 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 FAX - 3,000 Security deposit to T & T - 2,300 Security deposit to Grameen Phone 5,616 5,616 Security deposit to REB 126, ,926 Total (A) : 3,194,979 3,200,279 RAHIM TEXTILE MILLS LIMITED 30

32 Annual Report (b), Deposits : Guarantee Margin 559, ,305 Security deposit to COD - 20,000 Security deposit DGDP (Army) 441,250 1,445,925 Total (B) : 1,000,555 2,025, (c), Advance & Prepayments : Advance Income Tax deducted at Source (i) 7,732,266 12,263,557 Advance for Local Purchse 107, ,056 Legal expenses to Barister Khurshid Alam 250, ,000 H M Monsur Ali Land Lord - 62,500 Hejaz Publications Ltd Land Lord 2,400,000 2,400,000 New Asia Ltd - 12,781 Mr Abdus Salam, Manager Estate - 106,467 Mr Karim, Land Officer 150, ,000 Payment to Drivers for fuel 20,000 15,000 Mr Monowarul Islam-Tax Advisor - 6,000 Mr Zahirul Haque-Security Incharges - 3,315 Riant Engineering - 65,000 Lease rent - ULC 56,681 99,939 Material in Transit 2,040,623 1,804,132 Machine in Transit 6,707 83,536 Total (C) : 12,764,242 17,513,283 Total (A+B+C) : 16,959,776 22,738, (c) i. Advance Income Tax deducted at Source : Opening balance 12,263,557 7,077,727 Add : Addition during this year 6,563,813 5,185,829 Total AIT at source 18,827,370 12,263,557 Less : Tax adjustment for FY & ,021,359-12,806,011 12,263,557 Less : Prior years AIT adjustment 5,073,744 - Advance Income Tax deducted at Source : 7,732,266 12,263,557 - Security deposit are made to statutory authorities and it will be realized when the service received from government authority will discontinue - In the opinion of the Directors, all of the current assets, loans and advances have on the realisation 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 CASH & BANK BALANCES: TK. 23,357, Cash in hand - (Head Office) 28,180 4,824 Cash in hand - Factory (Petty Cash) 54,640 48,176 Cash at Bank with Eastern Bank Ltd Cash at Bank with IFIC Bank Ltd. 52,294 74,959 Cash at Bank with The City Bank Ltd (1,030,299) 2,130,127 Cash at Bank with The City Bank Ltd.-ERQ A/C ,504, ,774 Cash at Bank with The City Bank Ltd.-FBPAR A/C ,736, ,622 Cash at Bank with AB Bank Ltd ,128, ,433 Cash at Bank with AB Bank Ltd ,000 Cash at Bank with AB Bank Ltd , ,158 Cash at Bank with AB Bank Ltd , ,426 Cash at Bank with AB Bank Ltd ,856,823 Cash at Bank with AB Bank Ltd ,585, ,628 21,304,043 7,330,214 FDR for Bank Guarantee AB Bank Ltd ,053,069 1,894,760 23,357,113 9,224,974 - 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. 34,684,650 a) Authorized Capital : As on ,000,000 Ordinary Shares of Tk. 10/- each TK. 500,000,000 b) Issued, Called & Paid up Capital :Tk.34,684,650 3,468,465 Ordinary shares of Tk. 10/- each fully paid up Tk. 34,684,650 31

33 (i) Composition of Shareholding : As on As on No. of Share % No. of Share % Sponsors & Directors 2,662, % 2,192, % Government % % Institutions 93, % 63, % Foreign Investors % % General Investors /Public 712, % 496, % 3,468, % 2,752, % DETAILS OF SPONSORS & DIRECTORS SHARE CAPITAL ARE AS FOLLOWS : ( in Tk.) ( in Tk.) 01. A.Matin Chowdhury 6,753,000 5,359, Dr. Shamim Matin Chowdhury 5,097,870 4,045, Didar A. Husain 6,560,340 6,000, Saima Matin Chowdhury 6,959,790 5,523, Azizur Rahim Chowdhury 1,254, , Dr. Sultan Hafeez Rahman ( Independent Director) Md. Qamrul Huda ( Independent Director) - - Tk. 26,625,920 21,925,350 Details of the Share holding is given below: 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, ,767, % Total: 2,641 3,468, % The number of share holding by Sponsors & Directors and others increased as on 30th June,2015 from that of 30th June, 2014 due to declaration and allotment of 26% Stock Dividend for the year of Revaluation Surplus of Fixed Assets : Tk. 88,192, Opening Balance 90,816, ,692,435 Less : Prior year adjustment (Note-29) - (11,814,071) Reatated Balance 90,816,155 94,878,364 Less: Adjustment of cost during the year - 2,368,194 90,816,155 92,510,170 Less: Addition of Depreciation during the year 2,623,905 2,835,118 88,192,250 89,675,052 Add: Adjustment of depreciation during the year - 1,141,102 Closing Balance ,192,250 90,816,155 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 valuation of land was assessed on the basis of market price prevailing in the locality, Valuation of Building were assessed on the basis of present construction cost, Present market value of plant & Machinery has been estimated on the bas is of devaluation of Bangladesh currency, inflation over the years, Increase of price level in international market LONG TERM LOAN : Tk. 88,894,890 The consists of the above head as follows: Long Term loan from AB Bank -TL ,895,427 18,996,515 Long Term loan from AB Bank -TL ,456,031 96,883,910 Long Term loan from The City Bank ,142,431 Long Term loan from The City Bank ,915,567 United Leasing Company Ltd. 1,278,116 2,138, ,629, ,076,938 Less: Current portion of Long Term Loan [Note : 13] 30,734,684 75,820,884 88,894, ,256,054 a) The AB Bank's loan taken in 2012 & 2014 which will be liquidated within 2017 & b) The balances were reconciled and confirmed. RAHIM TEXTILE MILLS LIMITED 32

34 Annual Report SHORT TERM LOAN FROM OTHERS : Tk. 14,953, Loan from Directors 14,953,649 24,953,649 14,953,649 24,953,649 Interest free un-secured loan received from Directors to meet the liquidity problem DEFERRED TAX LIABILITIES: 16,559,299 17,180, Opening Balance restated (Notes-29) 17,180,121 16,017,039 Provision this Year (620,822) 1,163,082 16,559,299 17,180,121 Tempurary Tempurary Accounts based Tax based Diff Diff WDV of Fixed Assets 348,484, ,095,374 10,389,004 11,903,921 Revaluation Surplus of Fixed Assets (without land) 100,006, ,006, ,630,226 Total 448,490, ,095, ,395, ,534,147 Deferred 15% 16,559,299 17,180, ACCOUNTS PAYABLE Tk. 140,205,094 Trade Creditors for supply of fabrics and chemicals 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 PORTION OF LONG TERM LOAN: Tk. 30,734, Long Term loan from AB Bank -TL-467 7,682,011 6,598,280 Long Term loan from AB Bank -TL ,540,519 5,200,432 Long Term loan from The City Bank ,849,327 Long Term loan from The City Bank ,331,327 United Leasing Company Ltd 512, ,519 30,734,684 75,820, SHORT TERM LOAN FROM BANK Tk. 117,157,755 The consists of this head as follows: Cash Credit Account (with AB Bank) (3,175) 17,446 Cash Credit Account (with City Bank) (720) 35,346 Deferred Liability UPAS (Foreign L/C with AB Bank ) - 2,648,000 Deferred Liability EDF(Foreign L/C with AB Bank ) 9,488,990 14,468,824 Deferred Liability (Local L/C with AB Bank ) 7,850,000 6,800,000 Deferred Liability (Local L/C with City Bank ) - 24,650,000 Deferred Liability (Foreign L/C with City Bank )-EDF 60,565,013 85,721,521 Inland Bill Purchase Loan A/C(with AB Bank) ,466,758 19,573,893 Inland Bill Purchase Loan A/C(with The City Bank) USD - 16,680,213 Inland Bill Purchase Loan A/C(with The City Bank) USD 30,790,890 Inland Bill Purchase Loan A/C(with The City Bank) ,556, ,157, ,151,243 - Cash credit account with AB Bank & The City Bank Ltd. : - Now we are availing credit facility with 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. - Working capital loan are secured against total inventories & book debts. - All the above loans bears p.a. to 12.75% p.a - Apart from the above, the company has availed Long Term loan facilities from AB Bank Ltd OTHER LIABILITIES : Tk. 11,107,030 The consists of this head as follows: Directors Remuneration 85,000 85,000 Workers & Employees P.F. 94,409 67,854 Salary Payable 4,457,513 4,049,878 Wages Payable 2,972,913 2,616,029 Overtime Payable 461,148 1,205,472 Legal Fees - 44,860 Audit fees 57,500 57,500 Gas Charges 1,560,733 1,711,440 Utility Expenses 1,021,399 Office Rent 131,259 - Deduction of Tax & VAT at source 63, ,605 Employees PF Loan 35,065 36,104 Employees Income Tax Against Salary 72,412 39,954 Employer's PF Contribution 94,409 67,854 11,107,030 10,126,550 33

35 18.00 PROVISION FOR WPPF & WF: Tk. 6,935, Opening balance 5,249,515 3,896,089 Provided this 5% 1,686,174 1,353,426 6,935,689 5,249,515 We observed that the above fund has not been paid to the beneficiaries / employees or invested outside the business for earning profit as specified in the companies Bangladesh sromo ain UNCLAIM DIVIDEND : Tk. 1,135,691 1,050,150 This is the amount which represents dividend warrant not presented to the bank for payment PROVISION FOR TAX: Tk. 5,705, Opening Balance 6,021,359 3,296,031 Income Tax for FY ,705,855 2,725,328 11,727,214 6,021,359 Less.Adjustment for & ,021,359-5,705,855 6,021, TURNOVER : Tk. 598,621, COST OF GOODS SOLD : Tk. 506,311,834 Raw Material Consumed : Quanty. in Yards % Consumption Grey Fabrics (i) 24,664, % 80,626,883 Dyes & Chemicals (ii) 253,783, % 228,598,437 Printing & Design Materals(iii) 37,083, % 14,821, ,531, % 324,046,694 Direct Wages & Salaries including festival bonus 95,550,800 82,636,122 Factory Overhead (iv) 93,404, ,896, ,486, ,579,700 Add: Opening Work in Process 197, , ,908 1,318, , ,060, , ,898,195 Less: Closing Work in process 205, , , ,855 COST OF PRODUCTION: 504,482, ,324,340 Add: Opening Work in Process (Finished Stage) 397,595 6,327, ,655 3,084, , ,809, , ,409,217 Less: Closing Work in process( Finished Stage) 102,631 4,497, ,595 6,327, ,311, ,082,052 i) Grey Fabrics Consumed : Name of Products: Qty. (yards) Qty. (yards) a) Opening Stock 140,904 11,835, ,050 b) Purchase During the year (A) 179,879 22,870, ,752 92,380, ,783 34,706, ,299 92,462,838 Less : Closing Stock 64,788 10,042, ,904 11,835, ,995 24,664, ,395 80,626,883 ii) Dyes & Chemicals Consumed a) Opening Stock 35,946,643 30,042,659 b) Purchase during the year (B) 243,159, ,502, ,105, ,545,080 Less : Closing Stock 25,322,070 35,946,643 Tk. 253,783,744 Tk. 228,598,437 iii) Printing & Design Materials, Spares & Accessories Consumed: a) Opening Stock 13,599,580 9,764,463 b) Purchase during the year (C) 32,052,500 18,656,491 45,652,080 28,420,954 c) Less : Closing Stock 8,568,672 13,599,580 Tk. 37,083,408 Tk. 14,821,374 A) Procurement / Supplied by Raw Materials: Fabrics: Yards US$ Imported Local Purchase through BBL/C & Deferred L/C 179,879-22,870,392 92,380,788 Average Price Per Yard 179,879-22,870,392 92,380,788 Imported - - Local Purchase (B) Dyes & Chemicals : Imported 124,053, ,533,607 Local Purchase through Back to Back L/C 119,105,893 78,968,815 Tk. 243,159,171 Tk. 234,502,421 RAHIM TEXTILE MILLS LIMITED 34

36 Annual Report 2015 (C) Printing & Design Material,Spares & Accessories: Imported 17,771,397 10,032,920 Local Purchase 14,281,103 8,623,571 Tk. 32,052,500 Tk. 18,656,491 IV. Factory Overhead : Tk. 93,404, Gas & Electric Charges 19,376,822 21,005,447 Insurance Premium 1,505,608 1,660,456 Uniform & Liveries 119, ,580 Repairs & Maintenance 20,532,304 20,624,847 Telephone Charges 391, ,239 Packing Expenses 759,630 3,382,930 Travelling & Conveyance 1,233,330 1,059,237 Fuel Lubricant 4,544,121 4,872,649 Medical expenses 70, ,761 Contribution to P.F. 784, ,170 Entertainment 273, ,295 Stationery 497, ,542 Newspaper & Periodicals 6,940 6,910 Testing Charges 82,825 89,704 Rent, Rates & Taxes 171,403 90,000 Design & Printing Expenses 270, ,498 Food & Refreshment Expenses for Staff & Workers. 2,206,114 2,068,428 Lab Expenses 346, ,605 Loading & Unloading Exp. 235, ,850 Fire Fighting Material 73, ,406 Depreciation 39,922,172 41,815,330 Tk. 93,404,568 Tk. 100,896, ADMINISTRATIVE & SELLING EXPENSES: Tk. 26,517, Director's Remuneration ,200,000 1,200,000 Salary & Allowances 10,742,535 9,283,584 Festival Bonus 911, ,150 Printing 120, ,540 Stationery 277, ,049 Advertisement 659, ,628 Insurance Premium 181, ,031 Telephone & Fax Charges 267, ,656 Travelling & Conveyance 1,513,801 1,329,752 Fees, Forms & Stamps 1,097,298 1,294,850 Donation & Subscription 60,000 60,000 Selling & Distribution Expenses 5,431,710 3,431,976 Training Expenses 42,000 24,000 Postage & Telegram 22,509 22,876 Repairs & Maintenance 375, ,899 Head Office Rent 1,553,528 1,209,505 Annual General Meeting Expenses 135, ,524 Entertainment 35,842 60,108 Contribution to P.F. 216, ,203 Audit Fees 57,500 57,500 Software Servicing Charges 88, ,410 Food & Refreshment Expenses for Staff 242, ,412 Depreciation 1,283,263 1,317,930 Tk. 26,517,063 Tk. 22,607, Directors Remuneration: Mr.Didar A.Husain, Director Tk. 1,200,000 1,200,000 Dr. Sultan Hafeez Rahman,Independent Director Nill Nill Md. Qamrul Huda,Independent Director Nill Nill Total Tk. 1,200,000 1,200,000 Salary & Allowance increase due to increment. Selling & Distribution expenses increase due to economic use Financial Expenses: The break-up of the above amount is as follows : Tk. 30,501, Interest on Commercial Bank Loan & Overdraft 29,764,704 32,116,157 Interest on Lease Finance 252, ,646 Bank Charges & Commission 484, ,837 30,501,381 32,927,640 - Interest decrease due to repayment of loan. 35

37 25.00 NON OPERATING INCOME : Tk. 118, Gain/Loss on disposal of Fixed Assets ,471,392 Other Income , , ,287 13,746, GAIN/( LOSS ) ON DISPOSAL OF FIXED ASSETS: Tk. - The break-up of the above amount is as follows : Gain on sale of machinery - 13,460,078 Gain on sale of motor vehicles - 11,314-13,471, OTHER INCOME: Tk. 118,287 The consists of this head as follows: Interest received on FDR 177, ,666 Gain on Foreign Currency Exchange rate (58,723) 65,555 Tk. 118,287 Tk. 275, CONTRIBUTION TO WPPF & WF Tk. 1,686, Contribution this 5% 1,686,174 1,353,426 1,686,174 1,353, INCOME TAX PROVISION (CURRENT TAX) Tk. 5,705,855 Amount Amount Operating Profit 35,291,374 14,675,323 Less : Provision for Contribution to WPPF & WF 1,686,174 1,353,426 Net Profit / (Loss) for the year 33,605,200 13,321,897 Add : Depreciation during this year as per accounts based 41,205,435 43,133,260 74,810,635 56,455,157 Less : Depreciation during this year as per Tax based 37,066,619 38,670,691 On Operating 15% 37,744,016 5,661,602 17,784,466 2,667,670 On Non-Operating Income: Profit on Sale of nil rate% ,471,392 - Other 25% 177,010 44,253 57,658 57,658 37,921,026 5,705,855 31,313,516 2,725, INCOME TAX PROVISION (DEFERRED TAX): Tk. (620,822) Opening Balance 17,180,121 16,017,039 Closing Balance 16,559,299 17,180,121 Addition/(Adjustment) during this year (620,822) 1,163, RESTATEMENT OF FINANCIAL STATEMENT : The company previously did not recognize the deferred tax on revaluation surplus of land. For more compliance with Accounting Standard the company is going to recognize this in the current year. The opening balance of the last year's financial statement has been restated, in accordance with BAS-8, "Accounting Policies,Changes in Accounting Estimates and errors" Section-42. However, this restatement has no impact on the profit or loss for the reporting year. It has impact only on the equity and deferred tax liability. The statement is as follows : Revaluation surplus of land : Opening balance (as present in last years financial statements) 102,630, ,692,435 Deferred 15% 11,814,071 11,814,071 Restated opening balance 90,816,155 94,878,364 Deferred Tax (Assets)/Liability : 5,366,050 4,202,968 Revaluation surplus of land. 11,814,071 11,814,071 Restated opening balance 17,180,121 16,017, EARNINGS PER SHARE (EPS): Tk a. Net Profit/ ( Loss) after Tax for this year 23,564,710 23,180,100 b. Total Number of Share 3,468,465 3,468,465 Earning per share (Restated in 2014) RELATED PARTIES TRANSACTION : In the period under review the company has transctions with related party in the normal course of business. The transaction are as follows: Name of Sister Concern Accounts Receivable Transaction J.M Fabrics Limited 9,511, ,270, Knit Asia Limited 19,167, ,914, Salek Textile Limited 692, ,581, RAHIM TEXTILE MILLS LIMITED 36 RAHIM TEXTILE MILLS LIMITED 36

38 Annual Report 2015 RAHIM TEXTILE MILLS LIMITED FIXED ASSETS SCHEDULE AS ON JUNE 30, 2015 Schedule -A-1 Sl. COST DEPRECIATION Written down Written down No. Name of Assets Balance as Addition Adjustment Total as on Rate Balances as Charges Adjustment Total as on value as on value as on on During the During the (%) on During the During the Year Year Year Year 1 Land & Land Development 14,345,373-14,345, ,345,373 14,345,373 2 Factory Building 119,183, ,183, ,420,590 5,776,291 67,196,881 51,986,623 57,762,914 3 Plant & Machinery 498,935,656 2,537, ,473, ,957,245 28,651, ,608, ,864, ,978,411 4 Office Building 465, , ,502 2, ,284 25,036 27,818 5 Godown / Ware House 2,417,477-2,417, , , ,538 1,489,939 1,655,488 6 Tubewell & Water Pump 5,445,170-5,445, ,725, ,002 3,983,161 1,462,009 1,720,011 7 Electric Installation 17,688,521-17,688, ,842, ,854 12,719,684 4,968,838 5,845,691 8 Furniture & Fixtures 1,431,011 94,343 1,525, ,870 56,848 1,013, , ,141 9 Crokeries & Cutleries 83,506-83, ,022 4,873 55,895 27,611 32, Air Cooler & Celling Fan 1,983, ,480 2,528, ,261, ,952 1,451,775 1,076, , Office Equipments 3,277, ,051 3,737, ,057, ,061 2,309,261 1,428,347 1,220, Loose Tools & Equip. 1,341, ,000 1,549, ,179 88,042 1,050, , , Gas Line Installation 1,476,783 1,476, ,553 95, , , , Boundary Wall 2,155,312-2,155, ,552,864 90,367 1,643, , , Other Machine & Equip. 3,329,014-3,329, ,303, ,765 2,457, ,333 1,025, Generator 20,431,739-20,431, ,504, ,126 15,393,359 5,038,380 5,927, Water Tank Reservoir 951, , ,106 55, , , , Motor Vehicles 10,503, ,503, ,007, ,354-4,982,349 5,521,338 6,495,692 Sub Total Tk. 705,446,226 3,844, ,290, ,225,077 38,581, ,806, ,484, ,221,149 REVALUATED FIXED ASSETS SCHEDULE AS ON JUNE 30, 2015 Schedule -A-2 Sl. COST DEPRECIATION Written down Written down No. Name of Assets Revalued Addition Adjustment Total as on Rate Balances as Charges Adjustment Total as on value as on value as on assets as on During the During the (%) on During the During the Year Year Year Year 1 Land & Land Development 78,760,479 78,760, ,760,479 78,760,479 2 Factory Building 18,710,765 18,710, ,767, ,367 9,761,464 8,949,301 9,943,668 3 Plant & Machinery 16,571, ,571, ,384, ,747-8,302,817 8,268,722 9,187,469 4 Boundary Wall 6,035,141 6,035, ,006, ,370 3,460,375 2,574,766 3,029,137 5 Tubewell & Water Pump 3,405,891 3,405, ,696, ,421 1,952,839 1,453,052 1,709,473 Sub Total Tk. 123,483, ,483,815 20,853,590 2,623,905-23,477, ,006, ,630,226 Grand Total Tk. 828,930,041 3,844, ,774, ,078,667 41,205, ,284, ,490, ,851,375 Depreciation charged to : Amount Amount a) i) A i)depreciation of cost of Fixed Assets charged to cost of production 37,298,267 ii) A ii)depreciation of cost of Revalued Assets charged to cost of production 2,623,905 39,922,172 b) B )Depreciation of cost of Fixed Assets charged to Profit & Loss A/C 1,283,263 41,205,435 37

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