Annual Report

Annual Report 2016 2017

Table of Contents Notice of the Thirty-Seventh Annual General Meeting 3 Particulars of the Company 4 Report of the Directors (in English) 5 Report of the Directors (in Bangla) 11 Compliance Report as per BSEC Notification (Report Under Condition No. 7.00) The Pattern of Shareholdings Audit Committee Report Certificate from Professional Accountant Certificate from Bangladesh Association of Publicly Listed Companies Annexure I Annexure II Annexure III Annexure IV Annexure V Auditors Report to the Shareholders Consolidated Statement of Financial Position Statement of Comprehensive Income Consolidated Statement of Cash Flow Statement of Changes in Share Holders Equity Notes to the Financial Statements Audited Accounts of the Subsidiary Company Proxy Form and Attendance Slip 2

Registered Office & Factory : Kaltapara, P.O. Bishka, P.S. : Gouripur, Mymensingh Corporate Office : 254-B Khilgaon Chowdhury Para, Dhaka 1219 Notice of 37th Annual General Meeting Notice is hereby given that the 37th Annual General Meeting of the shareholders of Delta Spinners Limited will be held at the Registered Office of the Company situated at its factory premises at Kaltapara, Gouripur, Mymensingh on Saturday, the 30 th December, 2017 at 11:30 a.m. to transact the following businesses: A G E N D A : 1. To confirm the proceedings of the 36th Annual General Meeting held on the 20th December, 2016. 2. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 30th June, 2017 together with the report of Auditors and Directors thereon. 3. To declare a Dividend as recommended by the Board of Directors. 4. To elect Directors. 5. To appoint Auditors for the year 2017-2018 and to fix their remuneration. 6. To transact any other business with the permission of the Chair. Dated, Dhaka The 28 th October, 2017 Notes : 1. The RECORD DATE for AGM will be 19th November, 2017. by Order of the Board Sd/- Masudur Rahman Executive Director & Company Secretary 2. Any shareholder of the Company entitled to attend and vote may appoint another shareholder as his/her Proxy. The Proxy Form must be stamped with revenue stamp of Tk. 10.00 and be deposited at the Registered Office or at the Corporate Office of the Company not later than 48 hours before the time appointed for the Meeting. 3

Delta Spinners Limited Particulars of the Company The Board of Directors : Mr. R A Howlader Mr. Mostafa Jamal Haider Mrs. Dina Jabin Mr. Md. Khalid Hossain Mr. Md. Shamsul Haque Chairman Managing Director Director BDBL Director Nominated by Bangladesh Development Bank Limited (BDBL) Independent Director Company Secretary : Mr. Masudur Rahman Executive Director & Company Secretary Chief Financial Officer : Mr. Ziaur Rahman Chief Financial Officer Bankers : Agrani Bank Limited, Amin Court Branch 62-63, Motijheel C.A., Dhaka 1000 Agrani Bank Limited, Choto Bazar Branch Mymenshing Southeast Bank Ltd., Corporate Branch 52-53 Dilkusha C.A., Dhaka-1000 Export Import Bank of Bangladesh Ltd., Motijheel Branch 56-57, Motijheel C.A., Dhaka 1000 Bangladesh Development Bank Limited 8, Rajuk Avenue, Dhaka 1000 Sonali Bank Limited, Shambhugonj Branch Mymensingh Auditors : M/s Mahfel Huq & Co. Chartered Accountants BGIC Tower (4 th Floor) 34, Topkhana Road, Dhaka 1000 Registered Office & Factory : Kaltapara, P.O. Bishka P.S. Gouripur, Mymensingh Corporate Office : 254-B Khilgaon Chowdhury Para Dhaka 1219 4

Bishmillahir Rahmanir Rahim Assalamu Alaikum Delta Spinners Limited THIRTY-SEVENTH ANNUAL GENERAL MEETING OF THE COMPANY Report of the Directors TO THE SHAREHOLDERS I, on behalf of the Board of Directors of our Company welcome you all to this Thirty-seventh Annual General Meeting. It is a great pleasure to note that you have kindly made it convenient to attend this meeting. I shall now present the operational performances of the Company for the year 2016-2017. PRODUCTION PERFORMANCES OF 2016-2017 The main product of the Company is cotton yarn. In the table below, year-wise production of the factory and its capacity utilization figures for the five years from 2012-2013 to 2016-2017 have been furnished. From the year 2012-2013, the Company shifted its production program towards higher counts of yarn which automatically reduces actual production quantity because spinning machinery utilizes higher machine capacity to produce higher counts. Thus during the years 2012-2013 & 2013-2014, the production figures though show lower quantity, but in reality, the capacity utilization had been higher. It is to be stated here that the operational performance during the second and third quarters of the financial year 2014-2015 was significantly low due to political turmoil that prevailed in the country. During the period of second to fourth quarter of the financial year 2015-2016, the capacity utilization came down due to the fact that many production machineries had to be laid down for replacement with better parts, as the factory underwent BMRE process. Consequently, capacity utilization had been about 79%. The production figure, however, did not come down as because of production of medium count of yarn during the year. During the year under review, i.e., during 2016-2017 the capacity utilization has increased to 83%, i.e., by 4% from the previous year. But due to further shifting to higher counts of yarn, the absolute production figure shows marginal increase. In the table below, actual production as well as capacity utilization has been shown to provide a comparative picture of production performance during the last five years. Year RAW MATERIALS UTILIZATION Year-wise Production of Cotton Yarn Production Quantity Actual (in lac kg) 5 Capacity Utilization (in %) 2016-2017 25.83 83% 2015-2016 25.36 79% 2014-2015 24.80 82% 2013-2014 24.98 91% 2012-2013 25.39 93% The cost of raw material consumed during the year has increased due to higher capacity utilization. I shall request you to kindly refer to the Sl. No. 24.01 of the Notes to the Accounts to review the raw material consumption and procurement during the period under review. The Company has been procuring raw material from local market mostly on the basis of immediate requirement so that in case of any big fall of price of raw cotton in the international market, it would not get stuck-up with a big stock of high valued raw material. We have seen in the recent past occurrence of such unfortunate situations in case of some other spinning mills.

FINANCIAL PERFORMANCE The consolidated financial results for the year 2016-2017 are shown as below along with the previous four years performance : (consolidated wherever is applicable) COMPARATIVE FINANCIAL RESULTS OF THE COMPANY Taka in `000 wherever is applicable Description 2016-2017 2015-2016 2014-2015 2013-2014 2012-2013 Turnover 1.077,548 1,073,216 1,348,800 1,663,987 1,665,803 Cost of Goods Sold 921,169 920,020 1,148,434 1,394,571 1,396,103 Gross Profit 156,378 153,196 200,366 269,416 269,700 Operating Expenses: 111,360 133,357 168,043 174,388 195,850 Net Profit before WPP 45,018 19,839 32,323 95,039 73,857 Net Profit before tax 57,976 55,235 80,533 90,558 70,382 Net profit after tax 43,716 46,773 72,149 65,005 47,893 EPS* 0.29 0.31 0.52 0.82 1.04 NAV Per Share * 14.41 15.50 15.93 27.26 26.82 (including revaluation) NOCFPS* 0.70 2.41 1.23 2.98 (0.05) * Calculation of EPS, NAV Per Share and NOCFPS for the years 2013-2014, 2014-2015 and 2015-2016 have been adjusted due to increase of share capital by Tk. 91.73 crores in September, 2014 (Rights Share) and crediting of stock dividend of Tk. 13.76 crores in January, 2017. The EPS for those years have also been adjusted accordingly. COST OF GOODS SOLD, GROSS PROFIT, NET PROFIT, EPS, NAV, NOCFPS AND SIGNIFICANT DEVIATIONS FROM THE LAST YEAR S OPERATING RESULTS During the year 2016-2017, the sales turn-over remained almost same compared to the previous year. As stated in the previous paragraphs, the production, though increased to some extent, but the market price was no better than the previous year and hence the static turn-over inspite of higher sales quantity in kgs. The Company did a limited trading operation of its subsidiary company, namely, Delta Ceramics Limited. The subsidiary company also contributed, though marginally, to the net profit of its parent company, i.e., Delta Spinners Limited. While a substantial amount of Taka Three & half crores was earned as bank interest on FDRs during the last financial year, the amount decreased in the current year due to utilization of the fund for the Export Oriented Unit. INDUSTRY OUTLOOK AND POSSIBLE FUTURE DEVELOPMENTS The textile industry in Bangladesh is one of the most important sectors. It is the largest employer in the country. The export earnings from readymade garments (RMG), knit products and other textile items 6

constitutes about 80% of the total export products of the country. More than 90% of the domestic requirements of cloth are met by local production. Delta Spinners Limited is a textile spinning mill and the local spinning factories meet the substantial portion of demand of yarn by the textile & knitting factories of the country. There is still a shortfall in the supply of higher quality/specialized yarn which is met by imports. The future prospect of the spinning industry in our country can no doubt be termed as bright. Textile spinning industry meets the basic raw material requirements of RMG sector. The readymade garments & knitting factories are labour-intensive and the cost of labour is comparatively low in Bangladesh than other major readymade garments exporting countries. To take advantage of this lower wages leading to lower cost of production, the RMG sector is expanding and new spinning factories are still being set up in Bangladesh to meet their raw material requirements. The increase in the volume of exports of readymade garments & knit products will lead to the increased demand for local fabrics and naturally of yarn. Besides, with the increase in the population and per capita income, the domestic demand for cloths will continue to increase. So, the demand for the yarn will rise with the increase in the demand for cloths / fabrics for export and domestic markets. If the capacity for production of yarn is not enhanced, the shortfall will have to be met by import involving huge amount of foreign exchange. So, obviously our home made cotton yarn industries have a bright prospect. RISKS AND MANAGEMENT PERCEPTION Quite naturally, all business houses operate under some risks, both internal and external. Some of the risks of the Company and the management perception towards them may be discussed as below: The textile spinning industry is competitive and our Company is competing with a large number of other spinning mills within the country. The global textile trade is now almost free from quota restriction and our textile industry is now facing competition from India, China, Sri Lanka, Indonesia, Vietnam, Pakistan, etc. which are quite strong in the production of textile goods. Especially, if the Western buyers come-up with incentive schemes to some eastern countries to augment their production capacity, Bangladesh may face severe competition in RMG sector in the near future. The spinning industry is fully dependent on import of raw cotton, the main raw material. There is an occasional ups & downs in the price of raw cotton in the international market which puts this industry in trundle. Sometimes, our Company faces market risks due to adverse market condition such as falling demand leading to fall in sales prices affecting sales and profitability. The Company may face technology related risks due to the innovation of new and cost-effective technology which may make obsolete the current technology of the Company having negative impact. Any abrupt and adverse changes in the taxation policy and rules adopted by any regulatory organizations of the Government may pose risks for the Company. The performance of the Company may be affected by the political and economic instability both in Bangladesh & worldwide. Downturn of economic activity or uncertainty in the economy may cause lower demand for the products of the industry. Shortage of gas / power supply, labour unrest, natural calamities such as flood, cyclone & earth quake may disrupt the production of the Company with adverse impact on the profitability of the Company. The political scenario may become volatile again and if it happens, economic activities of the country may suffer and the textile sector would be no exception. 7

MANAGEMENT PERCEPTION TOWARDS RISKS The management of the Company is well-aware of the above risks and is constantly taking steps to avoid those risks and to minimize their adverse impacts on the Company. Some of these steps are stated below: The yarn producers of the country, through its trade association, namely, Bangladesh Textile Mills Association (BTMA), always endeavor to convince the policy makers of the Government for adopting favorable terms & conditions for the textile sector as a whole. The management of the Company is quite conscious about the adverse impact of political & economic turmoil locally and internationally and try to take appropriate steps to avoid / minimize such adverse impacts whenever possible. The Company produces its own electricity from its gas fired full time generators and does not depend on PDB/REB. To avoid labour trouble and outward movement of labour, the labourers are provided with good benefit packages. The project of the Company is situated on a high land free from flood. The factory building has strong RCC foundation, RCC floor, mostly RCC Roof and partially pre-fabricated structures which can withstand wind, storm, heavy rain, etc. The risks from these factors are also covered through insurance. As stated earlier, the Company has been procuring raw material from local market mostly on the basis of immediate requirement so that in case of any big fall of price of raw cotton in the international market, it would not get stuck-up with a big stock of high valued raw material. The Company is setting-up a state-of-the-art 100% Export Oriented Textile Spinning Unit with an estimated investment outlay of Tk. 85.00 crores. This project is expected to off-set some technological related risks that has been discussed above. Regarding political scenario, it may be stated that Bangladesh has seen various kinds of political problems in the past, all of which proved to be rather short lived. The Company has applied to Bangladesh Development Bank Limited (BDBL) and Agrani Bank Limited for restructuring & rescheduling its over-due loans. If approved, this would benefit the Company by way of easy installment and the pressure on its cash flow position will be reduced to some extent. RELATED PARTY TRANSACTIONS Kindly refer to Sl. No. 31.00 of the Notes to the Accounts to review the Related Party Transactions. SUBSIDIARY COMPANY The audited accounts of the subsidiary company, namely, Delta Ceramics Limited has been furnished at the end of the accounts of the holding Company itself. WORKING CAPITAL FACILITIES The working capital facilities from Agrani Bank Limited, Amin Court Branch, Dhaka is expected to be renewed shortly for C.C. Hypo and C.C. Pledge of Tk. 24.00 crores and revolving L/C limit of Tk. 20.00 crores for import of raw materials / spare parts. The working capital loan of Southeast Bank Limited is to the tune of Tk. 5.00 crores. 8

TERM LOAN SERVICING The Company has repaid a total amount of Tk. 7.08 crores to Bangladesh Development Bank Limited, Premier Leasing Finance Limited and Southeast Bank Limited for servicing Term Loans during the year 2016-2017 as shown below. The last year s figure was Tk. 9.00 crores only. a) Bangladesh Development Bank Limited (BDBL) : Tk. 3.90 Crores b) Premier Leasing & Finance Limited (PLFL) : Tk. 1.44 Crores c) Southeast Bank Limited (SEBL) : Tk. 1.74 Crores Total : Tk. 7.08 Crores DIRECTORS REMUNERATION There has not been any change in remunerations paid to the Directors which had been Tk. 18.00 lacs, both during the year under review as well as during the previous year. UTILIZATION OF THE RIGHTS ISSUE FUND INCLUDING POST BALANCE SHEET DEVELOPMENTS Dear Shareholders, you are aware that the Company raised Tk. 91.73 crores by issuance of Rights Shares in August, 2014. You have also took resolutions in the EGM held on 10 th January, 2015 to (a) Invest the fund in BMRE of the existing project, (b) Setting-up a modern 100% Export Oriented Textile Spinning Unit, and (c) Partial repayment of loan of financial institutions / banks. We requested Bangladesh Securities and Exchange Commission in January, 2015 to accord its approval to the revised utilization program, we received their approval in January of 2016. Subsequently, the Company invested Tk. 15.58 crores towards Balancing, Modernization and Replacement till 30 th June, 2017, out of Rights Issue Fund. Benefit from this investment has started to accrue slowly. For the 100% export oriented unit, equity investment of Tk. 69.26 crores has already been made towards the project. Previously, the Company kept a provision to borrow a term loan of Tk. 18.50 crores to complete the Export Oriented Unit and had applied to Agrani Bank Limited in the year 2016 but it was not materialised. Subsequently, Bangladesh Development Bank Limited was approached for the term loan from which either, the loan could not obtained for various reasons. Since valuable time was passing by and major investments had already been made, the Company decided to arrange fund from its own cash generation and from its dealers through advance sale to complete the project. Presently, the project with an estimated investment of Tk. 85.00 crores is poised to go into commercial operation by January, 2018. REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE The Board of Directors would like to state that the Company has complied to all the provisions of Corporate Governance. DIVIDEND The Board of Directors proposed a 10% Stock Dividend for all the shareholders of the Company for the year 2016-2017. We hope that the valued shareholders will kindly accord their consent to this proposal. 9

DIRECTORS' RETIREMENT AND RE-ELECTION In pursuance of Clause 143 of the Articles of Association of the Company, Mr. Mostafa Jamal Haider, being the Managing Director of the Company is not liable to retire by rotation. The Independent Director Mr. Md. Shamsul Haque who was appointed by the Board of Directors in its meeting held on 27 th May, 2013 which was confirmed by the General Shareholders in the 33 rd Annual General Meeting held on 28 th December, 2013 is not to retire by rotation and his tenure for second term has been extended. The BDBL Director, Mr. Md. Khalid Hossain who has been inducted on 19-10-2016 is not to retire either. In pursuance to Clause 132, Mrs. Dina Jabin, Director of the Company, will retire and being eligible, she seeks re-election. Mrs. Dina Jabin joined the Company on 18 th November, 2014 as a Director. She is an MBA from Emporia State Univercity, USA and actively participates in day-to-day affairs of the Company. She is a member of the Audit Committee of the Company. APPOINTMENT OF AUDITORS M/s Mahfel Huq & Co., Chartered Accountants have completed auditing for the year 2016-2017. They have expressed their interest to audit our books of accounts for the comming year, i.e., for 2017-2018. Their charges had been Tk. 2,00,000.00 during the year under review. The valued shareholders may appoint them as the Company s Auditors for the financial year 2017-2018 at the same fee of Tk. 2,00,000.00 (Taka Two lacs) only. ACKNOWLEDGMENTS We take this opportunity to express our heartfelt thanks and gratitude to the esteemed Shareholders for the cooperation extended by them. We also acknowledge the cooperation of various Govt. Agencies, Bangladesh Securities & Exchange Commission, Dhaka Stock Exchange Limited, Chittagong Stock Exchange Limited, Bangladesh Textile Mills Association, Bangladesh Association of Publicly Listed Companies, Central Depository Bangladesh Ltd. (CDBL), Banks, the Suppliers, Customers, Selling Agents and our well wishers. We are grateful to Agrani Bank, Amin Court Branch, Dhaka, Southeast Bank Ltd., Bangladesh Development Bank Ltd. and Premier Leasing & Finance Limited for extending their kind cooperation to the Company. Last but not the least, the Board of Directors places on records their deep sense of appreciation for the dedicated services and dutifulness of all the Executives, Officers, Staff and Workers who maintained an excellent working atmosphere conducive to high level of performance of the Company. CONCLUSIONS The Board of Directors now presents the Accounts and Auditors Reports for the year 2016-2017 and request to the magnanimity of our valued shareholders to kindly accept the Annual Accounts for which we shall remain ever grateful to you. I again express my thanks to you for attending this Annual General Meeting. May Allah, in His infinite mercy grant peace and happiness to us all. With regards, Dated : 28 th October, 2017 On behalf of the Board of Directors Sd/- R A Howlader Chairman 10

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Avw_ K djvdj Kv úvbxi 2016-2017 mv ji A_ bwzk Kvh µgmn c~e ez x 4 erm ii djvdj wb iƒc t wemz erm ii Avw_ K djvdj Ô000Õ UvKvq (cö hvr ÿ Î) weeiy 2016-2017 2015-2016 2014-2015 2013-2014 2012-2013 weµq g~j 1.077,548 1,076,811 1,348,800 1,663,987 1,665,803 weµq LiP 921,169 920,020 1,148,434 1,394,571 1,396,103 gvu Avq 156,378 156,791 200,366 269,416 269,700 wbev nx LiP 111,360 133,357 168,043 174,388 195,850 WweøD.wc.wc dvû c~e ez x Avq 45,018 23,434 32,323 95,039 73,857 AvqKi c~e ezx Avq 57,976 55,235 80,533 90,558 70,382 AvqKi ciez x Avq 43,716 46,773 72,149 65,005 47,893 B.wc.Gm. * 0.29 0.34 0.52 0.82 1.04 Gb.G.wf. cöwz kqvi * 14.41 15.50 15.93 27.26 26.82 Gb.I.wm.Gd.wc.Gm. * 0.70 2.65 1.23 2.98 (0.05) * 2013-2014, 2014-2015 I 2015-2016 eq ii B.wc.Gm./Gb.G.wf. cöwz kqvi/ Gb.I.wm.Gd.wc.Gm. wnmve Kivi Rb Kv úvbxi kqvi K vwcuvj 91.73 KvwU UvKv e w n q Q wewµz `ª e i Drcv`b LiP, MÖvm cöwdu gvwr b, wbu cöwdu gvwr b, B.wc.Gm., Gb.G.wf., c~e ez x eq ii Acv iwus djvdj n Z we kl cwiez bmg~n BZ vw` Av jvp eq ii weµq wemz eq ii Zyjbvq cövq GKB n q Q Av jvp eq ii Drcv`b ÿgzv hw`i wkqzuv fvj n q Q, wkš evrv i myzvi g~j bwzevpk niqvq weµq g~j Avkvbyiƒc fv e ev owb Kv úvbxi mn hvmx cöwzôvb Wëv wmivwg wjwg UW mxwgz cwigv b evwbwr K Kvh µ gi d j Wëv w úbvm wjwg U Wi wbu gybvdv e w Z mvgvb Ae`vb i L Q ivbu kqvi dv Ûi UvKv Gd.wW.Avi.-G _vkvi d j wemz 2015-2016 mv j cövq mv o wzb KvwU UvKvi mỳ Avq n q Q Av jvp 2016-2017 Avw_ K eq i GB A_ ißvbxgylx myzv Kj vc bi Kv R e q niqvi d j Gd.wW.Avi. -Gi dvû e eüz n q Q Ges d j Kvb mỳ cviqv hvqwb Dc ii Q K ez gvb Av jvp eq ii Avw_ K djvd ji m ½ wemz Pvi eq ii djvd ji GKwU mvgwmök wpî Zz j aiv nj e wk íi ez gvb Ae v I Gi fwel r e wkí evsjv ` ki AZ ší iæz c~b Ges ` ki e nëg Kg ms vbkvix wkílvz GB wkílvz, A_ vr Zix cvkvk, wbu- cvkvk I Ab vb cvkvk `ªe ` ki gvu ißvbx Av qi cövq 80% hvmvb `q GQvov GB wkílvz ` ki Kvc oi Af šíixb Pvwn`vi cövq 90% fvm c~iy K i ` ki e wkí I wbwus d v±ixmg~ ni myzvi Pvwn`vi wmsnfvmb `kxq myzvkj wj mieivn K i WjUv w úbvm wjwg UW KUb myzv cö ZKvix GKwU wkí cöwzôvb ` ki e wk íi mvgwmök Pvwn`vi wmsnfvmb `kxq myzv mieiv ni Dci wbf ikxj Aek wkqz we klvwqz myzvi Rb `k K GLbI evb ii evrv ii gylv cÿx _vk Z n Q 12

Avgv `i ` ki e wkí Z_v myzv-wk íi fwel Z wb:m ` n D¾j, ez gv b myzvi Pvwn`v I mieiv ni g a h _ó cv_ K we` gvb ˆZix cvkvk wkí I wbwus d v±ix cöavbz kögnb wkí evsjv ` k kªgg~j Ab vb cöavb ˆZix- cvkvk ißvbxkvik `k mg~ ni Zzjbvq Kg GB myweav MÖnY Kivi mv _ mv _ Zix cvkvk I wbu Kvc oi ißvbx e w cv e Ges vbxq Kvc oi Pvwn`v evo e hvi d j w úwbs Gi msl vi evo e ZvQvov RbmsL v I gv_vwcqz Avq e w i mv _ mv _ Kvc oi Af šíixb Pvwn`vI e w cv e myzivs Avf šíixb I ißvbxi Rb Kvc oi Pvwn`v e w i m ½ m ½ myzvi Pvwn`vI e w cv e hw` vbxqfv e myzvi Drcv`b ÿgzv e w bv Kiv nq Z e ˆe `wkk gỳ ªv LiP K i myzv Avg`vbx Ki Z n e myzivs `Lv hv Q h, myzv cö ZKvix wk íi fwel r AwZ D¾ j SuzwK I KZ c ÿi avibv GUv ^Z:wm h cö Z K e emv cªwzôvb SzuwKi g a KvR K i GB me SzuwK wfz ii A_ev evb iii n Z cv i e wk íi SuzwK gvk ejvi ÿ Î KZ c ÿi wkqz wpšív-fvebv wb œ Av jvpbv Kiv n jv : ez gv b ` ki ivr bwzk cwiw wz hw`i fvj, Z_vwc Ae v Aw wzkxj n j ` ki mvwe K A_ bwzk Kg Kv Ûi m ½ m ½ e wk íii ÿwz n e myzv Drcv`bKvix wkí K cöwz hvwmzvi ga w` q Pj Z nq Ges Avgv `i cöwzôvb K A bk `kxq myzv Drcv`bKvix wk íi m ½ cöwz hvwmzv Ki Z nq ez gvb we k e wkí KvUvgy³ Ges Avgv `i wkí K fviz, Pxb, kªxjskv, B `v bwkqv, wf qzbvg, cvwk Ívb cöf wz ` ki m ½ cöwz hvwmzvi m ylxb n Z n Q GB `k mgyn e Drcv` b ek k³ Ae v b Av Q we klz: we `kx µzviv hw` cöv P i `k wji Drcv`b ÿgzv e w i j ÿ mlv b wewb qvm K i Z e evsjv ` ki e wkí k³ cöwz hvwmzvi g a co e GQvov, gv S g a Avgv `i cöwzôvb K evrvi SzuwK hgb n«vmgvb Pvwn`v Ges m Kvi Y wewµ I jvf K g hviqvi SzuwK gvkv ejv Ki Z nq myzvi wgj wj KuvPv Zzjvi mieiv ni Rb Avg`vbxi Dci m ú~b fv e wbf ikxj wek -evrv i KuvPv Zzjvi g~j gv S g a n«vm-e w n j GB wkí msk U cwzz nq bzzb bzzb cöhyw³ D ve bi d j Avgv `i Kv úvbx K cöhyw³mz SzuwKi gy LvgywL n Z nq GB me bzzb cöhyw³i d j Drcv`b e q n«vm cvq, hvi d j PjwZ cöhyw³ APj n q hvq Ges Kv úvbxi Dci Gi bwzevpk cöfve c o mikvikz K Ki bxwz Ges Ab vb wbqš bkvix ms v KZ K wewagvjvi RwUj I weiƒc cwiez b Kv úvbxi Rb SzuwKc~b n Z cv i ` k Ges we ` k Avw_ K I ivr bwzk Aw wzkxj cwiw wz Kv úvbxi Kvh µ gi Dci ÿwzkvik cöfve dj Z cv i ` ki A_ bwzk Ae vi AebwZ n j `ª e i Pvwn`v K g hvq we` yr cöev n NvUwZ, köwgk Am šívl, cövk wzk `y hv M hgb - So, eb v, f~wgk ú cöf wz Kv úvbxi Drcv`b e e v I jv fi Dci weiƒc cöfve dj Z cv i GQvov AviI wewfbœ Aw wzkxjzvi Kvi Y GB wkí gv S gv S mgm vi m ylxb n Z cv i SuzwK e e vcbvq KZ c ÿi wpšívaviv Kv úvbxi e e vcbv KZ cÿ Dc i ewb Z SzuwK m ú K m ú~b Iqv Kenvj Ges Gme SzuwKi ÿwzkvik cöfve mnbxq ch v q ivlvi Rb me `v cö qvrbxq c` ÿc MÖnY Ki Qb wb gœ wkqz c` ÿ ci weeib `qv n jv: ` ki myzv Drcv`bKvixiv Zv `i mwgwz evsjv `k U UvBj wgj&m G v mvwm qkb-gi gva g mikv ii bxwz wba vik `i K mgmö e -wk íi Rb mnvqk bxwz MÖnY Kivi civgk w` q _v K Kv úvbxi e e vcbv KZ cÿ Af šíixb I AvšÍR vwzk ch v q ivr bwzk I A_ bwzk Mvj hvm m wói d j h me ÿwzki mgm vi D e nq m m ú K m ú~b mrvm Ges Gme ÿwzki cöfve `yi Kivi Rb A_ev Zv wbgœ ch v q ivlvi Rb e e v MÖnY K i _v K wc. ww. we/avi. B. we. - Gi Dci wbf ikxj bv _ K Kv úvbx M vm _ K wbr ^ Rbv iu ii gva g we`ÿ Z Drcv`b K i _v K köwgk `i KvR-K g i avivevwnkzv iÿvi ^v _ DbœZ Kg -cwi ek wbwðz Kiv nq Kv úvbxi d v±ixwu eb vgy³ DuPz v b Aew Z d v±ix wewìs Avi.wm.wm. wfwëi Dci vwcz g S I Qv` Avi.wm.wm. wbwg Z I wkqz Ask wcö-d vweª K UW; hv evzvm, So I gylj av i e wó VKv Z mÿg AwaKš Gme ÿwzi wecix Z BÝy iý Kiv Av Q 13

Kv úvbx 85.00 KvwU UvKv e q GKwU 100% ißvbxgylx AZ vaywbk myzvkj vc bi Rb cökí MÖnb K i Q GB cökí vcb Kiv n j Dc i ewy Z wewfbœ cökvi cªhyw³mz SzuwKi gvkv ejv Kiv Av iv fvj K i m e n e ivr bwzk Aw izvi Kvi Y h mg Í mgm vi D e nq AZx Z `Lv M Q Zvi ekxi fvmb ÿy vqx Kv úvbx Zvi FYmg~n cyy:zdwkj Kiv bvi Rb evsjv `k W fjc g U e vsk wjwg UW (we.ww.we.gj.) Ges AMÖYx e vsk wjwg UW Gi wbku Aby iva K i Q GB cyy:zdwkj n q M j gvwmk fv e FY cwi kv ai cwigvb Kg niqvi m vebv i q Q, hvi d j K vk d või Dci Pvc Kg e mn hvmx cvwu i jb `b mn hvmx cvwu i jb `b Gi cwigvb `Lvi Rb ÔÔwnmve cöwz e` bió 31.00 bs bv Ui cöwz ` wó AvKl b Kiv n Q mvewmwwqvix cöwzôvb Wëv w úbvm wjwg UW -Gi mvewmwwqvix cöwzôvb, h_v Wëv wmivwg wjwg UW -Gi 2016-2017 mv ji wbixwÿz wnmvei Kv úvbxi wbixwÿz wnmv ei k l ms hvrb Kiv n q Q PjwZ g~jab cöm½ AMÖbx e vsk wj: Avwgb KvU K cv iu kvlvi wbku 24.00 KvwU UvKvi PjwZ g~jab FYmxgv (wm. wm. nvb cv I wm. wm. cør) bevqb Kiv bvi Rb Aby iva Kiv n q Q GQvov KvuPvgvj Avg`vbxi D Ï k 20.00 KvwU UvKvi Avg`vwb FbcÎI (AvewZ Z) bevqb Kiv n e mvd_ B e vsk KZ K cö`ë 5.00 KvwU UvKvi Avg`vwb Fbc Îi (AvewZ Z) FYmxgvI Av jvp Avw_ K eq i Kv bv cwiez b nq bvb gqv`x Fb-cwi kva Kv úvbx Av jvp eq i wb œ ewb Z gvu 7.08 KvwU UvKv gqv`x Fb cwi kva K i Q cökvk _v K h, wemz Avw_ K eq i GB cwi kv ai cwigvb wqj gvî 9.00 KvwU UvKv K) evsjv `k W fjc g U e vsk wjwg UW t $. 3.90 KvwU L) wcöwgqvi wjwrs GÛ dvbb vý wjwg UW t $. 1.44 KvwU M) mvd_ Bó e vsk wjwg UW t $. 1.74 KvwU cwipvjk `i cvwiköwgk gvu UvKv t $. 7.08 KvwU cwipvjk `i cvwiköwgk 2016-2017 mv j 18.00 jÿ UvKv i q Q hv 2015-2016 mv ji GKB wqj ivbu kqvi Gi A _ i e envi Ges e vjvýkxu ciez x Kvh µg m vwbz kqvi nvìvie `, Avcbviv Rv bb h, wemz AvM, 2014 mv j kqvi evrvi _ K Kv úvbx 91.73 KvwU UvKv ivbu kqv ii gva g D Ëvjb K iwqj ciez x Z, A_ vr 10B Rvbyqvix, 2015 Zvwi L Kv úvbxi GK we kl mvaviy mfvq Dc iv³ A_ (K) we.gg.avi.b. cök í (L) 100% ißvbxgylx GKwU myzvk j Ges (M) e vsk I Avw_ K cöwzôv bi wkq`sk FY cwi kva K í Avcbviv wm vší MÖnY K iwq jb D³ wm vší Abyhvqx Avgv `i ivbu kqvi Gi 14

D ËvjbK Z A_ Dc iv³ cökí mg~ n wewb qvm Kivi Rb evsjv `k wmwkdwiwur GÛ G PÄ Kwgk bi Aby gv`b P q wemz Rvbyqvix, 2015- Z Avgiv h cî w` qwqjvg, Zvi Aby gv`bcî Avgiv Rvbyqvix, 2016- Z nv Z c qwq Kv úvbx Dc iv³ A_ w` q we.gg.avi.b. cök í 30 k Ryb, 2017 ZvwiL ch ší 15.58 KvwU UvKv wewb qvm K i Q GB wewb qv Mi Rb Avgiv wkqz mydj cvw Q hv A`yi fwel Z AviI fvjfv e evo e e j Avkv KiwQ 100% ißvbxgylx myzvk ji Rb 30 k Ryb, 2017 ch ší 69.26 KvwU UvKv wewb qvm n q Q GB cök íi Rb Kv úvbx 18.50 KvwU UvKv e vsk FY bqvi cö Íve K iwqj Ges GB cwi cöwÿ Z 2016 mv j AMÖbx e vs Ki wbku `xn gqv`x F Yi Rb Av e`b Kiv n qwqj wewfbœ Kvi Y GB FY Aby gvw`z bv niqvi Kvi Y Kv úvbx ciez x Z evsjv `k W fjc g U e vsk wj: Gi wbku F Yi Rb Av e`b K i Zv Aby gvw`z bv niqvq Kv úvbx wbr ^ A_ hvmvb w` q GB cökí Pvjy Kivi c` ÿc wb q Q Kbbv, cök íi cöavb cöavb wewb qvm BwZg a ev Íevqb n q Q Avkv Kiv hv Q h, AvMvgx Rvbyqvix, 2018 Gi g a B GB cökí Pvjy Kiv m e n e K c v iu Mf b Ý cwicvjb K c v iu Mf b Ý -Gi mkj aviv mg~n cwicvjb Kiv n q Q wwwf WÛ evw Ae WvB i±im 2016-2017 eq ii Rb mkj kqvi nvìvi `i Rb 10% K wwwf W W cö Íve Ki Q Avkv Kwi m vwbz kqvi nvìvimb AbyMÖn K i GB cö Ív e m wz cö`vb Ki eb cwipvjke `i AemiMÖnY Ges cyb: wbe vpb Kv úvbxi AvwU Kjm Ae G v mvwm qkb Gi 143 aviv Abymv i e e vcbv cwipvjk- K ch vqµ g Aem i h Z nq bv h nzz Rbve gv Ídv Rvgvj nvq`vi, e e vcbv cwipvjk wnmv e `vwqz cvjb Ki Qb m nzz wzwb ch vqµ g Aem i hv eb bv Kv úvbx 27 k g, 2013 Zvwi Li cwipvjbv cl `i mfvq Rbve gv: kvgmyj nk- K bzzb BwÛ c Û U WvB i±i wn m e wb qvm cö`vb K ib hv Kv úvbxi 33Zg evwl K mvaviy mfvq wbwðz Kiv n qwqj Zvui Kvh µ gi gqv` wøzxq `dvq evov bv n q Q evsjv `k W fjc g U e vsk wjwg UW Zvu `i gnve e vck Rbve gv: Lvwj` nv mb K Zv `i cöwzwbwa wn m e Avgv `i Kv úvbxi cwipvjk c ` g bvbqb cö`vb K i Qb wzwb wemz 19-10-2016 Zvwi Li evw mfvq Kv úvbxi cwipvjk wn m e wb qvm cövß n q Qb Dc iv³ `yb Rb cwipvjk K ch vqµ g Aem i h Z n e bv 132 aviv Abymv i Rbvev `xbv Rvweb Aem i hv eb Ges hvm weavq cyb: wbe vwpz niqvi B Qv cökvk K i Qb wzwb hy³iv óªi G úvwiqv U BDwbfvwm wu _ K Gg.we.G. wwwmö cövß wzwb Kv úvbxi AwWU KwgwUi GKRb m`m Kv úvbxi ˆ`bw `b Kvh µ gi wzwb mwµq f~wgkv cvjb K ib wnmve wbixÿk wb qvm gmvm gvn dj nk GÛ Kvs, PvUvW G vkvd U Um&, Avgv `i Kv úvbxi 2016-2017 mv ji wnmve wbixÿk wq jb Zvuiv 2017-2018 erm ii wnmve wbixÿk niqvi Rb B Qv e ³ K i Qb Zvu `i K 2017-2018 mv ji Rb c~e ez x erm ii g Zv 2.00 jÿ UvKv wd-i wecix Z wnmve wbixÿk c ` wb qvm `qv h Z cv i K ZÁZv Ávcb AvR Ki GB ïf gyû Z Avgiv Avgv `i m vwbz kqvi nvìvie ` K Zuv `i mn hvwmzvi Rb AvšÍwiK ab ev` Rvbvw Q Avgiv wewfbœ ms v, hgb, evsjv `k wmwkdwiwur GÛ G PÄ Kwgkb, XvKv ók G PÄ wj:, wpuvmvs ók G PÄ wj:. evsjv `k U UvBjm wgjm G v mvwm qkb, evsjv `k G mvwm qkb Ae cvewjkjx wj U Kv úvbxr, m Uªvj ww cvwr Uvix evsjv `k wjwg UW (wm.ww.we.gj.) e vskmg~n, mieivnkvix, MÖvnK, weµq cöwzwbwa I Avgv `i ïfvkvslx `i mn hvwmzvi K_v K ZÁwP Ë iy KiwQ 15

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The following is an Addendum to the Report of the Directors to the Shareholders as well as status of compliance with the conditions imposed by Bangladesh Securities & Exchange Commission s Notification No. SEC/CMRRCD/2006-158/134/Admin/44 Dated 7 th August, 2012 and amendments thereof issued under Section 2CC of Bangladesh Securities and Exchange Ordinance, 1969 : Condition No. REPORT UNDER CONDITION NO. 7.( i i ) Title Compliance Status (Put in the appropriate column) Complied Not Complied Remarks / Reply (if any) 1. BOARD OF DIRECTORS : 1.1 Board's Size 5 Members 1.2 Independent Directors 1 Independent Director 1.3 Qualification of Independent Director (ID) Qualified 1.4 Chairman of the Board and Chief Executive Officer Different individuals 1.5 Directors Report to Shareholders The Board of Directors of Delta Spinners Limited would like to include the following additional statements in its Report prepared under section 184 of the Companies Act, 1994 : 1.5(i) Industry outlook and possible future developments in the industry Provided in the Main Report of the Board of Directors 1.5(ii) Segment-wise or product-wise performance 1.5(iii) Risks and concerns 1.5(iv) A 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- a statement of all related party transactions should be disclosed in the annual report 1.5(vii) 1.5(viii) 1.5(ix) 1.5(x) Utilization of proceeds from public issues, rights issues and/or through any others instruments An explanation if the financial results deteriorate after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Offer, Direct Listing, etc. If significant variance occurs between Quarterly Financial performance and Annual Financial Statements the management shall explain about the variance in their Annual Report Remuneration to directors including independent directors Annexure I Contd... p/ii 17

Page ii Condition No. 1.5(xi) 1.5(xii) 1.5(xiii) 1.5(xiv) 1.5(xv) 1.5(xvi) 1.5(xvii) 1.5(xviii) 1.5(xix) 1.5(xx) Title The financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity Proper books of account of the issuer company have been maintained Appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS)/International Financial Reporting Standards (IFRS)/ Bangladesh Financial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed The system of internal control is sound in design and has been effectively implemented and monitored There are no significant doubts upon the issuer company's ability to continue as a going concern. If the issuer company is not considered to be a going concern, the fact along with reasons thereof should be disclosed Significant deviations from the last year s operating results of the issuer company shall be highlighted and the reasons thereof should be explained Key operating and financial data of at least preceding 5 (five) years shall be summarized If the issuer company has not declared dividend (cash or stock) for the year, the reasons thereof shall be given The number of Board meetings held during the year and attendance by each director shall be disclosed Compliance Status (Put in the appropriate column) Complied Not Complied Remarks / Reply (if any) Yes Yes Yes Yes Yes There are no significant doubts upon the Company's ability to continue as a going concern. Provided in the Main Report of the Board of Directors. 10% Stock Dividend declared for all the Shareholders. 06 Board Meetings held and a cumulative number of 32 Directors attended the meetings. 1.5(xxi) 1.5(xxi) a) The pattern of shareholding shall be reported to disclose the aggregate number of shares (along with name wise details where stated below) held by Parent/Subsidiary/Associated Companies and other related parties (name wise details) Stated separately at Annexure II Contd... p/iii 18

Page iii Condition No. Title Compliance Status (Put in the appropriate column) 1.5(xxi) b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor children (name wise details) Complied Not Complied Remarks / Reply (if any) Stated separately at Annexure II 1.5(xxi) c) Executives 1.5(xxi) d) Shareholders holding ten percent (10%) or more voting interest in the company (name wise details) 1.5(xxii) In case of the appointment/re-appointment Provided in the of a director the company shall disclose the following information to the shareholders main report of the Board of Directors. 1.5(xxii) a) A brief resume of the director 1.5(xxii) b) 1.5(xxii) c) Nature of his/her expertise in specific functional areas Names of companies in which the person also holds the directorship and the membership of committees of the board 2. CHIEF FINANCIAL OFFICER (CFO), HEAD OF INTERNAL AUDIT AND COMPANY SECRETARY (CS) 2.1 Appointment All are appointed 2.2 Requirement to attend the Board Meetings Chief Financial Officer and Company Secretary attend Board Meetings 3. (i,ii&iii) AUDIT COMMITTEE 3.1(i,ii,iii&iv) Constitution of the Audit Committee 3.2 (i & ii) Chairman of the Audit Committee 3.3 (i to x) Role of Audit Committee 3.4 Reporting of the Audit Committee 3.4.1(i&ii,a,b,c,d) Reporting to the Board of Directors 3.4.2 Reporting to the Authorities not applicable 3.5 Reporting to the Shareholders and General not applicable Investors 4. (i to ix) EXTERNAL/STATUTORY AUDITORS Provisions met 5. (i-v) SUBSIDIARY COMPANY 6. DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) 6. DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) 6 (i) (a & b) and 6 (ii) The CEO and CFO certified to the Board that:- (i) They have reviewed financial statements for the year and that to the best of their knowledge and belief: a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; b) these statements together present a true and fair view of the company s affairs and are in compliance with 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 company s code of conduct. Duly reviewed and certified Contd... p/iv 19

Page iv 7. REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE 7. (i) (i) The company shall obtain a certificate from a practicing Professional Accountant/Secretary (Chartered Accountant/Cost and Management Accountant/Chartered Secretary) regarding compliance of conditions of Corporate Governance Guidelines of the Commission and shall send the same to the shareholders along with the Annual Report on a yearly basis. 7. (ii) (ii) The directors of the company shall state, in accordance with the Annexure attached, in the directors' report whether the company has complied with these conditions. Obtained and furnished Duly stated Sd/- R A Howlader Chairman 20

Annexure - II THE PATTERN OF SHAREHOLDINGS, ETC. i) Shareholdings in Parent / Subsidiary / Associated companies and other related parties : The Company has a subsidiary company in the name & style of Delta Ceramics Limited in which it holds 80% shares and some of the sponsors hold 20% shares. ii) Shareholding by the Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit, their spouses & minor children and other major sponsor shareholders (name wise details) : Delta Spinners Ltd. Shares of Tk. 10 each Delta Ceramics Ltd. Shares of Tk. 10 each 1. Mr. R A Howlader, Chairman 45,71,325 shares 25,000 shares 2. Mr. Mostafa Jamal Haider 69,76,530 shares 25,000 shares Managing Director & CEO Wife : Mrs. Jowshan Ara Rashid 4,91,304 shares Nil 3. Mrs. Dina Jabin, Director and Member, Audit Committee 31,37,310 shares 25,000 shares 4. Mr. Md. Shamsul Haque Non-Shareholding Independent Director and Chairman, Audit Committee 5. Mr. Md. Khalid Hossain (Director Nominated by BDBL) and Member, Audit Committee Nil Nil Nil Nil 6. Mr. Mostafa Zakaria Haider Head of Internal Audit 10,43,185 shares 25,000 shares 7. Mrs. Umme Zarin 28,05,165 shares Nil 8. Mr. Nazrul Islam General Manager (H R & Admn) Nil Nil 9. Mr. Ziaur Rahman, Chief Financial Officer Nil Nil 10. Mr. Masudur Rahman, Executive Director & Company Secretary Nil Nil iii) Executives : Nil iv) Shareholders holding ten percent (10%) or more voting interest in the Company : Nil v) Related Party : The subsidiary company, namely, Delta Ceramics Limited with which the parent company, Delta Spinners Limited has financial transactions. Sd/- R A Howlader Chairman 21

Annexure III AUDIT COMMITTEE REPORT For the Year 2016-2017 The Audit Committee consists of the following members : Mr. Md. Shamsul Haque, Independent Director Mrs. Dina Jabin, Director Mr. Md. Khalid Hossain, BDBL Director -- Chairman -- Member -- Member Activities carried out during the year : During the year 2016-2017, the Committee reviewed the internal audit report, financial statements and the external audit report. The Committee met in a total number of 4 (four) meetings. The Committee did not find any material deviation, discrepancies or any adverse finding / observation in the areas of reporting. Sd/- ( Md. Shamsul Haque ) Chairman Audit Committee 22