Aci fl annual report 2014 final

Annual Report 2014

Annual Report 2014 Page 1

ACI's Mission is to enrich the quality of life of the peoplethrough responsible application of knowledge, technology andskills. ACI is committed to the pursuit of excellence throughworld-class products, innovative processes and empoweredemployees, to provide the highest level of satisfaction to ourcustomers.

Our Mission

Quality

Customer Focus

Fairness

Transparency

Innovation

Continuous Improvement

To realise the Mission, ACI will :

Provide products and services of high and consistent quality,ensuring value for money to our customers.

Endeavour to attain a position of leadership in each categoryof our businesses.

Develop our employees by encouraging empowerment andrewarding innovation.

Promote an environment for learning and personal growth.

Attain a high level of productivity in all our operationsthrough effective utilisation of resources and adoption ofappropriate technology.

Promote inclusive growth by encouraging and assisting ourdistributors and suppliers in improving efficiency.

Ensure superior return on investment through judicious useof resources and efficient operations, utilising our corecompetencies.

Our Vision

Our Values

ACI is committed to formulate and conduct all its operations in an environmentallyfriendly manner, ensuring continual improvement in the utilisation of resourcesand prevention of pollution or degradation of the environment.

ACI Environmental Policy

ACI Quality Policy

ISO 9001 Quality Management SystemACI in the first company in Bangladesh to have obtained ISO

9001 Certification for Quality Management System across all categories

One of our important vision is to provide products and services of high andconsistent quality, ensuring value for money to our customers.

To attain the Vision ACI will:

Aim to achieve business excellence by understanding, accepting, meeting andexceeding customer expectations.

Follow International Standards on Quality Management System to ensureconsistent quality of products and services to achieve customer satisfaction.ACI will also meet all national and regulatory requirements relating to itscurrent businesses and ensure that current Good Manufacturing Practice(cGMP) as recommended by World Health Organisation is followed for itspharmaceutical operations and conform to all other guidelines and bestpractices relating to its other businesses.

Commit itself to quality as the prime consideration in all its business decisions.All employees of ACI follow documented procedures to ensure compliance withquality standards.

Develop a pool of human resources of the Company to their full potentialthrough regular training and participation in seeking continuous improvementof the Quality Management System.

In pursuit of this Goal, ACI will:

Comply with all local and national legislations and regulations.

Conserve natural resources like water and energy for sustainable development,and adopt environmentally safe processes.

Ensure appropriate treatment of all effluents prior to discharge.

Ensure appropriate communication with internal and external interested partieson environmental issues.

Create awareness on environmental issues among our employees andcontractors.

Ensure waste management in an environmentally responsible manner throughcontinuous upgradation of technology.

ISO 14001 Environmental Management SystemACI is the first company in Bangladesh to have obtained

ISO 14001 Certification for Environmental Management System

For further information on the Compact, please visit www.unglobalcompact.org

UN Global Compact

World Economic Forum

The UN Global Compact is a strategic policy initiative for businesses that arecommitted to aligning their operations and strategies with the ten universallyaccepted principles in the areas of human rights, labour, environment and anti-corruption. Since launching in year 2000, the United Nations Global Compact hasbeen encouraging businesses worldwide to adopt sustainable and sociallyresponsible policies, and to report on their implementation. At present, with over12,000 corporate participants and other stakeholders from over 145 countries, it isthe largest voluntary corporate responsibility initiative in the world. Overall, theGlobal Compact pursues two complementary objectives:

1. Mainstream its Ten Principles in business strategy and operations around theworld; and

2. Catalyze business action in support of broader UN goals with emphasis oncollaboration and collective action.

The Global Compact incorporates a transparency and accountability policy knownas the Communication on Progress (COP). The annual posting of a COP is animportant demonstration of a participant's commitment to the UN Global Compactand its principles. Participating companies are required to follow this policy, as acommitment to transparency and disclosure is critical to the success of theinitiative.

Since September 2003, ACI is a proud and active member of The UN GlobalCompact. ACI is also a Founding Member of the Community of Global Growth ofCompanies, an initiative of World Economic Forum.

ACI has been accepted as a FoundingMember of the Community of GlobalGrowth Companies by the WorldEconomic Forum which is the mostprestigious business networkingorganisation in the world.

About CoverThe cover reflects theconglomerate nature of ACIbusiness profile, coveringthe most important sectorsand capturing the valuechain and utilising our corecompetencies reflecting ourvalues and linking them toour mission of improvingthe quality of life of thepeople.

On the occasion of the Inaugural Annual Meeting of the New Champions,

we are pleased to welcome

as a Founding Member of the Community of Global Growth Companies

Klous SchwabFounder and Executive Chairman

8 September 2007

Advanced Chemical Industries LimitedBangladesh

A brochure titled Sustainability in ACI will be published outlining our vision onCSR, Sustainability and Stakeholders' interest in the third quarter of the year inwhich our CSR initiatives will be discribed in details.

CSR Activities of ACI in 2014

Contents


4 Board of Directors and Executive Management5 Notice of the 42nd Annual General Meeting6 Year 2014 - at a Glance6 ACI Group - Six Years' Comparative Statistics from 2009 - 20147 ACI Limited - Six Years' Comparative Statistics from 2009 - 2014

8 Message from the Chairman10 Audit Committee Report12 Report of the Directors' to the Shareowners30 Certificate of Compliance to the Shareholders38 Bangla Version of Message from the Chairman40 Certificate Of Due Diligence By CEO & CFO41 Bangla Version of Report of the Directors' to the Shareowners

49 Auditors' Report51 Statement of Financial Position52 Statement of Profit or Loss53 Statement of Profit or Loss and other Comprehensive Income54 Statement of Changes in Equity55 Statement of Cash Flows56 Consolidated Statement of Financial Position57 Consolidated Statement of Profit or Loss58 Consolidated Statement of Profit or Loss and other

Comprehensive Income59 Consolidated Statement of Changes in Equity60 Consolidated Statement of Cash Flows61 Notes to the Financial Statements

118 ACI Formulations Limited130 ACI Logistics Limited136 ACI Pure Flour Limited142 ACI Foods Limited148 ACI Salt Limited154 ACI Motors Limited160 Creative Communication Limited166 Premiaflex Plastics Limited172 ACI Agrochemicals Limited176 Flyban Insecticides Limited180 ACI Edible Oils Limited186 ACI HealthCare Limited192 ACI Chemicals Limited

198 Corporate Directory199 Proxy Form

ACI Quality Policy and ACI Environmental PolicySafety, Health and Environment (SHE) PolicyAttendance Slip (enclosed)

Corporate Information

Corporate Governance

Financial Statements of ACI

Report of the Directors andAudited Financial Statementsof the Subsidiary Companies

Additional Information

Executive ManagementMr. M Mohibuz ZamanChief Operating Officer, Pharmaceuticals

Dr. F H AnsareyExecutive Director, Agribusinesses

Mr. Syed AlamgirExecutive Director, Consumer Brands

Mr. Pradip Kar ChowdhuryExecutive Director, Finance & Planningand Chief Financial Officer

Mr. Sabbir Hasan NasirExecutive Director, Logistics

Ms. Sheema Abed RahmanDirector, Corporate Affairs

Mr. Priyatosh DattaDirector, Quality Assurance, Pharma

Mr. Abdus SadequeDirector, Marketing & Sales, Pharma

Ms. Sheema Abed RahmanCompany Secretary

Mr. M. Sekander AliFinancial Consultant

Mr. Md Monir Hossain KhanFinancial Controller

Mr. Imam Ahmed IstiakDirector, Operations, Pharma

Rahman Rahman HuqChartered Accountants

Auditors

Mr. Amitava Saha

Head of Risk Management& Internal Audit Barrister Rafique-ul Huq

Huq and Company

Legal Advisor

Principal BankersStandard Chartered Bank

The Hongkong and Shanghai BankingCorporation Limited

Eastern Bank Limited

Commercial Bank of Ceylon Plc

Pubali Bank

The City Bank Limited

BRAC Bank Limited

Bank Alfalah Limited

AB Bank Limited

Dutch Bangla Bank Limited

Corporate Information Board of Directors

Mr. M. Anis Ud DowlaChairman

Mr. Golam MainuddinIndependent Director

Mrs. Najma DowlaDirector

Mr. Md. FayekuzzamanDirector

Dr. Arif DowlaManaging Director

Ms. Sheema Abed RahmanDirector

Mr. Waliur Rahman Bhuiyan, OBEDirector

Mr. Abdul-Muyeed ChowdhuryIndependent Director

Mr. Juned Ahmed ChoudhuryIndependent Director

Annual Report 2014Page 4

Ms. Shusmita AnisDirector

By Order of the Board

Sheema Abed Rahman

Company SecretaryDhaka

7 May 2015

Notice is hereby given that the 42nd Annual General Meeting of Advanced Chemical Industries Limited

will be held on Thursday, 11 June 2015 at 10:30 am at Officers Club, 26 Baily Road, Dhaka to transact

the following business:

AGENDA

1. To receive, consider and adopt the Audited Accounts of the Company for the year ended 31

December 2014 together with Reports of the Auditors and the Directors.

2 . To declare dividend for the year ended 31 December 2014.

3 . To elect/re-elect Directors of the Company.

4 . To extend the tenure of Independent Directors, Mr. Abdul-Muyeed Chowdhury and Mr. Juned Ahmed

Choudhury.

5. To re-appoint Dr. Arif Dowla as Managing Director for a term of 5 years from 01.07.2015 to

30.6.2020.

6 . To appoint Auditors for the year 2015 and to fix their remuneration.

a . The Record Date shall be on Wednesday, 13 May 2015.

b . The Shareowners' names appearing in the Register of Members of the Company or in the

Depository on the Record Date will be eligible to receive the dividend.

c . The Directors have recommended dividend as follows:

a) Cash dividend: @100%.

b) Stock dividend: @15%.

d . A member entitled to attend and vote at the General Meeting may appoint a proxy to attend and

vote on his/her behalf. The Proxy Form, duly completed, must be deposited at the Share Office of

the Company at 9 Motijheel Commercial Area, Dhaka-1000 not later than 48 hours before the time

fixed for the Meeting.

e . Members are requested to notify the changes of address, if any, well in time. For BO A/C holders,

the same to be notified through their respective Depository Participants.

f . Admittance to the Meeting venue will be on production of the Attendance Slip that will be sent with

the Notice.

Notes

Notice of the 42nd Annual General Meeting


ACI Group - Six Years' Comparative Statistics from 2009-2014Particulars 2009 2010 2011 2012 2013 2014

Taka in millionAuthorized capital 500 500 500 500 500 500Issued & paid capital 194 194 197 238 286 344Current assets 7,639 7,591 8,486 9,927 11,598 12,926Tangible fixed assets (gross) 4,394 5,255 6,322 7,826 8,819 9,852Shareowners' equity 3,200 4,328 4,195 3,797 3,792 4,138Turnover (net) 12,300 14,498 17,460 21,976 22,167 25,822Gross profit 3,584 4,140 4,835 5,640 6,598 8,051Profit before tax 769 471 593 104 560 1,059Profit after tax 598 216 238 (166) 204 573Current ratio (times) 1.07 1.05 0.88 0.84 0.84 0.81Quick ratio (times) 0.68 0.60 0.49 0.47 0.45 0.42Return on equity (%) 18.69 5.00 5.67 (4.37) 5.37 13.86Inventory turnover (times) 2.95 3.42 3.59 4.00 3.17 3.07Debtors turnover (times) 6.56 6.42 6.02 6.66 6.20 6.85Fixed assets turnover (times) 2.99 3.01 3.02 3.11 2.66 2.77Net asset per share (Taka) 164.91 223.05 212.78 174.79 141.36 124.27Earnings per share (Taka) 30.82 11.14 10.08 (5.82) 5.94 16.68


Shareowners' Equity(Taka in Million)

Earnings Per Share (Taka)Net Sales Income &Profit Before Tax (Taka in Million)

Net sales income Profit before tax

2,000

0

4,000

6,000

8,000

10,000

14,000

12,000

2009 2010 2011 2012 2013 2014 2009 2010 2011 2012 2013 2014 2009 2010 2011 2012 2013 2014

Regular Operation One off gain

Turnover Contribution by Business Unit

2014

2014 2013

Pharmaceuticals 47% 47%Consumer Brands 29% 31%Animal Health 14% 12%

ABC

DEF

Seeds 4% 4%Fertilizer 4% 2%Cropex 2% 4%

AC

F

B

D E

AC

F

B

D E

2013

Year 2014 - at a Glance

6,60

7

3,24

1

4,45

8

4,76

7

5,08

1 5,63

7

17.3 30

.5

28.8

19.1 26

.7

27.7

33.7

51.0

30.5

28.8

19.1

26.7

27.7

2014 2013

Particulars 2009 2010 2011 2012 2013 2014

Taka in millionAuthorized capital 500 500 500 500 500 500Issued & paid capital 194 194 197 238 286 344Current assets 5,369 5,856 6,955 8,335 9,462 9,927Tangible fixed assets (gross) 1,830 1,813 2,546 2,975 3,423 4,323Shareowners' equity 3,241 4,458 4,767 5,081 5,637 6,607Turnover (net) 7,228 7,915 8,514 9,680 10,684 12,319Gross profit 2,366 2,821 3,197 3,590 4,258 5,171Profit before tax 1,108 808 893 737 1,014 1,272Profit after tax 990 592 681 545 764 951Dividend 204 237 197 238 301 398Current ratio (times) 1.13 1.43 1.31 1.17 1.17 1.19Quick ratio (times) 0.66 1.01 0.98 0.87 0.85 0.83Return on equity (%) 30.55 13.28 14.29 10.73 13.56 14.39Inventory turnover (times) 2.83 3.08 3.05 3.12 2.74 2.59Debtors turnover (times) 7.61 7.27 7.92 7.99 7.44 8.41Fixed assets turnover (times) 4.13 4.35 3.91 3.51 3.34 3.18Net asset per share (Taka) 167.06 229.75 241.98 213.73 197.23 192.09Market price per share (Taka) 447.10 372.60 206.60 141.20 171.50 389.90Earnings per share (Taka) 51.00 30.49 28.83 19.11 22.27 27.65Dividend per share (Taka) 10.50 12.00 10.00 10.00 10.50 11.50Dividend rate (%) 105.00 120.00 100.00 100.00 105.00 115.00Dividend payout ratio (%) 20.59 39.36 34.69 52.33 47.15 41.59Price earnings ratio (times) 8.77 12.22 7.17 7.39 7.70 14.10Dividend yield (%) 2.35 3.22 4.84 7.08 6.12 2.95Number of employees 3,552 3,378 4,014 4,560 4,955 6,930

ACI Limited - Six Years' Comparative Statistics from 2009-2014

2014 % 2013 %Turnover (Gross) 13,801.12 100 12,049.25 100Cost of Materials 5,957.79 43.17 5,169.74 42.91Expenses 3,072.84 22.27 2,504.71 20.79Duties & Taxes paid to Government Exchequer 2,157.69 15.63 2,165.96 17.98Salaries, Wages & Benefits paid to employees 1,662.08 12.04 1,444.65 11.99Profit 950.71 6.89 764.19 6.34Total 13,801.12 100.00 12,049.25 100.00

Comparison of Turnover & Costs over Last Year


Taka in million

Analysis of Turnover (%) of ACI LimitedCost of Materials 43%

Expenses 22%

Duties & Taxes Paid toGovernment Exchequer 16%

Salaries, Wages &Benefits Paid to Employees 12%

Profit 7%

A

B

C

D

E

AC

B

DE


Assalamu Alaikum,

Customer-care is adeep-rooted valuewhich requires us toconsistently deliver asolution by means of aproduct or a service.We have tried to excelin that aspect

Message from the Chairman

The year 2014 was relatively peaceful andtherefore, the economic activities started togather momentum. All sectors in our diversifiedbusiness portfolio did fairly well. Someperformances were excellent.

The results we achieved are commendable, thanksto our employees at all levels. They all workedhard and long to accomplish their tasks.

Those who provided leadership in the variousbusinesses were strategic in their decisionmaking, which has taken most of our businessesto a higher level of performance, qualitatively aswell as in terms of growth and market share.

We paid a great deal of attention to enhance thecapabilities of our people by encouraging andassisting them to improve their knowledge andskills. We are committed to raising the individualto the highest level of competence that he or shecan attain.


M. Anis Ud DowlaChairman, ACI Group

I want to assure you that thevalue of your investment willkeep on rising at an admirablerate in the years to come

Dear Shareowners, let me reiterate that yourBoard is conscious of the trust you have on theirability to guide the Company strategically into adirection of profitable diversification to capturethe value-addition prospect to the maximum. Iwant to assure you that the value of yourinvestment will keep on rising at an admirablerate in the years to come. I am thankful to you foryour support.

Allah Hafez.

Customer-care is a deep-rooted value whichrequires us to consistently deliver a solution bymeans of a product or a service. We have tried toexcel in that aspect.

The senior management of the Company isencouraging, acknowledging and rewardinginnovation and there is effort for continuousimprovement in our processes and engagementswith the consumers.

The Company is value-driven and there isconscious implementation of gender-equality. Weare following the Corporate Governance guidelinesmeticulously and there is transparency in all ourdealings and decision makings. All processes arevalidated through the ISO 9001 Systems ofQuality Management.

We practice our CSR activities with theconsciousness that the spends on that accountincreases our stakeholders' equity and utilizes ourcore competencies, ensuring that we havesustainability as the major factor.

We are pleased to present the report of the Audit Committee of ACI Limited pursuantto the Corporate Governance Guidelines of Bangladesh Securities and ExchangeCommission (BSEC). This report is a brief on the activities performed by the AuditCommittee and is hereby submitted to the Shareowners for their perusal.


Audit Committee Report

Monitor

■ Choice of accounting policies and principles.

■ Internal Control Risk management process.

■ Funds utilized for the purposes other than thosestated in the offer document/prospectus.

Oversee

■ The financial reporting process.

■ Appointment of statutory auditors and theirperformance.

The Audit Committee met four times during theyear 2014. The details of attendance of eachmember at the Audit Committee meetings are asfollows:

No. of MeetingAttended

Mr. Golam Mainuddin 4Chairman

Ms. Shusmita Anis 4Member

Ms. Sheema Abed Rahman 3Member - Secretary

The Audit Committee Meeting is attended by ChiefFinancial Officer, Head of Risk Management &Internal Audit as permanent invitees and all theabove Members of the Audit Committee areappointed by the Board of Directors. From time totime, the Managing Director also joins theMeeting.

Summary of Activities 2014In 2014, the Audit Committee reviewed its Terms

In ACI Limited assessment and evaluation of theInternal Control Policy were made to ensure thatthe Company employs a sound system of internalcontrol including financial control. The Committeein its meetings reviewed among others theaccounting and financial reporting process of theCompany and assisted the Board of Directors inensuring that the financial statements reflectedtrue and fair view of the state-of-affairs of thecompany and in ensuring a good monitoringsystem within the business.

The Audit Committee is authorized by the Board ofDirectors to review any activity within thebusiness as per its Terms of Reference andCorporate Governance Guidelines of BSEC. It isauthorized to seek any information it requiresfrom, and requires the attendance at any of itsmeetings of, any Director or member ofmanagement, and all employees are expected toco-operate with any request made by theCommittee.

The key responsibilities of the Audit Committeeincludes:

Review■ Along with the management, the annual

financial statements before submission to theboard for approval.

■ The adequacy of internal audit function.

■ Statement of significant related partytransactions submitted by the management.

■ Management Letters/Letter of Internal Controlweakness issued by statutory auditors.

■ Initial Public Offering (IPO)/Repeat PublicOffering (RPO)/Rights Issue.

The Board reconstituted the Committee (as per BSEC's guidelines) as follows:

Mr. Golam Mainuddin Independent Director Chairman

Ms. Shusmita Anis Director Member

Ms. Sheema Abed Rahman Director Member

Ms. Sheema Abed Rahman Company Secretary Secretary


SpecifyObjectives

RiskAssessment Control

Environment

ControlActivities

Information&

Communication

Monitoring

Sheema Abed RahmanSecretary, Audit Committee

Company Secretary, ACI Ltd.

Golam MainuddinChairman

(Independent Director)

The Managing Director has to satisfy the Boardadequacy on assigned Business Risk Managementand Internal Control Process. Internal Audit isdedicated in a pivotal role into Risk ManagementProcess. As such, Risk Management and InternalAudit department conducts yearly review focusingon to the risk indicators, where a detailed riskmap is prepared.

The Audit Committee and the Managing Directorreview this risk map periodically.

2. Internal AuditAudit activities play an essential and useful rolein the conduct of successful operations. Theseactivities serve to examine and evaluate financial,administrative and operational activities of thecompany, supplying management personnel at alllevels with information to assist in their control ofthe assets and operations and their attainment ofobjectives for which they are responsible.

The Internal Audit activity is established toprovide independent, objective assurance andconsulting services designed to add value andimprove the company's operation. It helps theBusiness units achieving its objective by bringinga systematic, disciplined approach to evaluate riskmanagement, control and governance process. Itperforms ongoing evaluations of internal controls,advises the Audit Committee, managementand the statutory auditors of the result oftheir evaluations and makes recommendationto improve risk management, control andgovernance process. A comprehensive internalaudit plan is prepared on a yearly basis andInternal Audit activity is always conducted withthe highest standards of business ethics, integrityand honest dealings in all areas and functionswithin the Company and with all outsidestakeholders. Internal Audit mainly concentrateson risk-based audit approach, and that allowsInternal Audit to provide assurance to the Boardthat risk management processes are managingthe risks effectively, in relation to the risksappetite of the Company.

of Reference in line with the requirements of BSECnotification on Corporate Governance. TheCommittee carried out its duties in accordancewith the Terms of Reference of the AuditCommittee.

During the year 2014, the Audit Committeecarried out the following activities:

1. Internal Control and Business Riskmanagement

The Board has established a process designed toprovide reasonable assurance by the Managementregarding the achievement of objectives relatingto effectiveness and efficiency of operations,reliability of the information and reporting,compliance with applicable laws, regulation andpolicy, procedures and safeguarding companyassets. The internal control system of thecompany has been working through fivecomponents.

To further strengthen the controls, the companyhas introduced and consistently comply with thefollowing international standards and guidelines:-

■ ISO 9001: 2008 Quality Management System

■ ISO 14001: 2004 Environmental ManagementSystem

■ Adopted Ten Principles of Global Compact, aninitiative taken by the Secretary General of theUnited Nations.

Business Risk Management is an ongoing processin ACI where strategic business units identify therisk, recognize risk factors, review and evaluaterisks to the achievement of business objectives.


Report of the Directors' to the Shareowners

ACI Group had a successful year in 2014 witha revenue growth above 16% over 2013. Thisachievement was attained through the combinedeffort of our sales and marketing team supportedby services and factories. Most of the businessescontributed to this growth resulting in a robust andquality growth for ACI.

The year was much less politically active thanthe previous year. Most macroeconomic indicators,such as, GDP growth, inflation, exchange rate andforeign exchange reserve were favourable. Duringthe FY:2013-14, Bangladesh achieved a GDPgrowth above 6%. The 12-month average inflationwas 7.3%.

Sustained growth was also prevailed in exportsand remittance inflows that led to the phenomenalrise in Foreign Exchange Reserve. Export about30.18 billion US dollars and remittance of 14.22billion US dollars, and current account surplus of1.55 billion US dollars in FY:2013-14 resulted intoForex Reserve around USD 22 billion which wasequivalent to more than six months' importrequirements. This huge reserve kept the Takastrong and stable in the exchange rate during2014. On the other hand, the lending ratedecreased throughout the year, mainly due tolower deposit rates and excess liquidity in themoney market. ACI Group enjoyed the benefits ofpositive macroeconomic factors of the year.

ACI continued its focus on business processefficiency, investment in human capital andimprovement of service quality to improve ourbusinesses. Operational efficiency and productivitywere enhanced through benchmarking andevaluation as well as setting measurable andrelevant performance indicators. Working capitalmanagement was intensified resulting in improvedinventory and credit management. This wasaccompanied by selective investments with strongreturns.

ACI celebrated some noteworthy achievements in2014. Our pharmaceutical business has developeda more robust export market. They were alsoengaged with leading medical and public healthresearch organizations to deliver products thatimprove hygienic conditions during childbirth.Consumer Brands has further strengthened itsdistribution channel. Agribusiness has performedwell across all their business units. CaseConstruction Equipment was added to our salesand distribution portfolio. Logistics strengthenedShwapno as a strong service brand as wellas launching a flagship hypermarket in Uttara.Finance has launched an unsecured andtransferable commercial paper first time inBangladesh. Through these and many moreachievements, ACI has been able to deliver highquality sustainable growth.

Strategic BusinessUnits and Subsidiaries

ACI remains committed to providing customers with a broadrange of quality products from its business operations

Health CareConsumer BrandsAgribusinessLogistics


The Business has grown by 15% which is significantlyhigher than the market growth of 11.4% reported byIMS. Most of our major brands and therapy areashave grown satisfactorily. Our brands of chronictherapy areas, such as cardiovascular, anti-diabetic,respiratory and Central Nervous System havedemonstrated a very high growth rate. Brands ofacute therapy have also registered a significantgrowth.

Our newly launched product Cerox CV has become themost successful new launch in the industry accordingto the IMS data. We have introduced the latest oralanti-diabetic agents, Sitap and Sitomet. Our MeterDose Inhaler portfolio has been enriched through theintroduction of Combair HFA Refill. We have alsointroduced ACI ORS which has been highly acceptedby the customers.

ACI Pharma has continued to increase its reach inexport operations. ACI Pharma products have reachedfive new destinations - Cameroon, Macau, SolomonIsland, Vanuatu and Samoa. A total of 47 productshave received marketing approvals from drugregulatory authorities in different countries. ACIPharma has participated in number of internationaltenders and has been selected for supply. ACI hasbeen privileged to supply to renowned internationalhospitals like King Abdulla University Hospital in theMiddle East.

With our continued commitment to the society andpeople of the country ACI Pharma is continuously


Health Care Division

Our newly launchedproduct Cerox CV hasbecome the mostsuccessful new launchin the industryaccording to the IMSdata


participating in clinical research projects conductedby internationally renowned institutions andorganizations. Following are some completed researchprojects:

■ Application of '4% Chlorhexidine (ChlorhexidineGluconate 7.1%) in the umbilical cord of neonatesin coordination with Save the Children'.

■ 'Topical Applications of Chlorhexidine (4%Chlorhexidine aqua base) to the Umbilical Cord forPrevention of Umbilical infection: A Hospital BasedStudy in Bangladesh' conducted by BangabandhuSheikh Mujib Medical University (BSMMU).

■ 'Waterless hand cleansing with Chlorhexidine: Anovel approach to prevent neonatal deaths'conducted by International Centre for DiarrhoealDisease Research, Bangladesh (icddr,b).

Rural Medical Practitioners play a vital role indelivering healthcare to the people. In order toimprove their knowledge and skills to provide betterhealthcare, ACI Pharma and icddr,b, Dhaka hadorganized 'Refresher Training of Rural MedicalPractitioners'. A large number of Rural MedicalPractitioners from different areas of the countryparticipated in this training program which has beenacknowledged in the annual report of icddr,b as an'Innovative Training Partnership'.

ACI's greatest asset is the human capital - not onlytheir individual skills, expertise and vision, but alsotheir inspired personal commitment to the company'smission of making a difference in improving quality ofhealthcare in Bangladesh.

With our continuedcommitment to the

society and people of thecountry ACI Pharma is

continuouslyparticipating in clinical

research projects

Consumer Brands Division business revenue grew by 5%. The flagship brand ACIAerosol retained its market leader position with 86% market share. ACI mosquito

coil maintained its leadership position with 36% market share.

Savlon continued to produce good results by maintaining more than 75%market share. Savlon Liquid Antiseptic had a growth of 19%. Two new

variants of toilet soap branded as 'Savlon Sports Soap' and 'Savlon Men'sSoap' were introduced with a view to extend the range to new

consumers. The portfolio of Savlon Bar Soap achieved a 27% growth.

Savlon antiseptic bandage was launched with the aim to protectthe wound and accelerate healing under the umbrella brand of

Savlon, consisting of 2 SKU's - Savlon Antiseptic Bandage andSavlon Kids Bandage.

In the Savlon Handwash category, two new variants 'Irish'and 'Lavender' were introduced following the success of

another new variant 'Marigold'. Liquid Handwashrecorded a growth of 28%. To cater the growing

needs of institutions, Savlon Handwash launcheda new 5 Litre SKU.

Freedom Sanitary Napkin established itself asthe second largest market share in the category

within short span of time. However, FreedomSanitary Napkin has captured the leading position in

modern categories like Ultra-thin, by beating theinternational brand 'Stayfree'. Newly introduced Freedom

Pregnancy Test Strip has shown good prospects in the lessknown Chinese products dominated market and achieved a

substantial market presence in the first year.

Vanish Quick Action Toilet Cleaner recorded major growth andwas able to capture 14% of the market share.

Angelic Air Freshener further strengthened its leadership position andenhanced its range by introducing three new enticing variants of

fragrances.

A step was taken to make the mark in Men's grooming category byintroducing four attractive SKUs of body spray by the name of Impact Alive,

Impact Eclipse, Impact Safari and Impact Voyage.

In the kitchen care category, a new brand Septex Anti-Bacterial dishwashing barwas introduced with the proposition to ensure sparkling, germ-free and clean

kitchen utensils.

In the fabric care category, Smart Washing Powder was launched to cater to the growingdemand for quality fabric care products.

Our International Business, comprising of world renowned brands like Colgate, Nivea, Laserand Canderel/Equal maintained its steady growth. Colgate rapidly gained market share in the

highly competitive category. Nivea registered a commendable growth of 22%.

Consumer Brands Division

Electrical and ElectronicsSparkle was re-launched with a new and attractivebrand logo and pack design thus creating a stir in themarket. National supply chain has been strengthenedand nationwide distribution coverage was developedby appointing distributors strategically across thecountry. New category of lamps and associatedproducts were launched. As a result of variousbusiness development activities during 2014, ACIElectrical achieved an excellent growth of 121%.

ACI Electronics has shown signs of improvementand attained 36% growth. The business introducedelectronics appliances under its own brand 'Sparkle'.They also opened two new showrooms located inUttara and Rokeya Sarani and introduced new rangeof high-end Panasonic products in 2014.

Paints2014 was a year for developing a platform forthe Dulux brand in the Bangladesh market bybuilding positive relationships with the customersand understanding their expectations from thisbrand. Many improvements were made from thisexperience. Dulux was launched in 2013 with alimited and imported product range. To overcomethis limitation in 2014, Dulux entered into tollmanufacturing agreement with Aqua Paints toensure the supply of products like distempers,interior sealers and putty. At the same time, ACIFormulations Limited initiated a project formanufacturing Dulux paints locally.

SaltACI Pure Salt delivered excellent result and achieved16% growth over last year keeping the marketleader position intact. It has also received 'The BestBrand Award 2014' after an extensive research doneby Millward Brown and Bangladesh Brand Forum.Beside these acheivements, ACI Pure Salt isgradually becoming a brand of first choice by thehouseholds all over the country.

FlourIn spite of the increased competition and volatilityof the flour market, ACI Pure Flour Limited ismaintaining a steady performance. The business ranmarketing campaigns round the year. The companycontinued to utilize its 100% capacity for theconsecutive years since its inception and increasedpenetration further in the consumer packs.

The range of multigrain flour products and Ricebran oil together form the healthy lifesytle brandcalled 'Nutrilife', which has been well received byconsumers. The brand was heavily promoted throughthe doctors and nutritionists, Joggers' Park campaignand street shows.

FoodsThe business registered 21% revenue growth.Proper optimization of factory resources, efficientbuying, cost minimization, brand communicationand enhancement of retail coverage helped developthe business during the year.

Both the brand 'PURE' and 'Fun' performed steadilyin the consumer market due to their unique tasteand high quality. Both the brands successfullylaunched some new innovative products in themarket. A nationwide marketing campaign for thenewly launched ACI Pure Stick Noodles wasundertaken for the development of the brand. Theexport volume and number of destinations for ACIFoods rose significantly in 2014. The companyexported to 18 countries and the growth of exportrevenue was 82%. The business is poised for highergrowth in the coming years.

Edible OilACI Nutrilife Rice Bran Oil has become a beacon ofhealth for the conscious people of Bangladesh. ACINutrilife Rice Bran Oil has been gaining enormouspopularity since its launch and grew by 196% overlast year.

Rice Bran Oil is produced from rice bran and is themost balanced and versatile edible oil in the market,and a rich source of Vitamin E. Its high smoke pointrequires less oil usage in cooking. Innovative,unconventional, niche marketing campaigns wereundertaken in order to increase brand awareness.This product has tremendous potential for growthand taking bigger share in the Bangladesh edibleoil market.


Crop Care and Public HealthIn 2014 ACI Formulations Limited (ACI FL) had an outstandingachievement with commendable growth of 24% over previous year.Each separate portfolio (Herbicide, Fungicide, Insecticide) had asignificant growth. The weather condition was favorable for farmersand there was less infestation. Some of the reasons for goodperformance were aggressive marketing strategy, tight credit policy,inventory control and promotional activities.

In Crop Care business we achieved 34% growth over last year. UnderHerbicide category, we have done well and in Fungicide also weachieved excellent growth. Insecticide market is stagnant, yet weachieved some growth. We have registered some additional productsfor export which will yield results in 2015.

ACI FL is focused on creating value for our customers, providing highquality product portfolio, adhering to the concept of sustainabledevelopment. We take our social responsibility very seriously.Occupational health, safety and environmental protection are alwaysour top priority. We aspire to achieve even better results. We aredeveloping our business strategies accordingly.

FertilizerACI Fertilizer has been able to provide incredible contribution inmaintaining their leadership position in micro-nutrient market with30% growth over last year. They are focusing on expanding capacityin production, distribution and marketing of organic fertilizers, andpromoting its benefit.

The business has launched Trichoderma based organic fertilizer whichwill act as bio-control agent and stimulate plant growth. It has alsointroduced crop specific foliar fertilizers, and developing polymerizedbalanced fertilizers for longer duration in the field.

ACI Fertilizer has conducted huge promotional program partneringwith government and non - government organizations ensuringdemand for micro-nutrients among farmers. ACI Fertilizer generatedtheir revenue stream mainly in rice, vegetable and potato market aswell as through institutional sales to BADC and Directorate ofAgriculture Extension projects - IAPP and BARI.

ACI Fertilizer hasconducted hugepromotional programpartnering withgovernment andnon-governmentorganizationsensuring demand formicro-nutrientsamong farmers

Agribusinesses Division

ACI Fertilizer aims to maintain their leadership through strongdistribution network, approaching modern geo marketing andbuilding their ability to produce and market superior qualityfertilizers.

Seed2014 has been a remarkable year for ACI Seed with 21% growthover previous year, with a significant growth in Vegetable Seed(38%), and Inbreed Rice Seed (35%).

ACI R&D developed fifteen new varieties and commercialized sevennew varieties of vegetables. It has also developed indigenous potatowith 30 metric tonnes per hectare yield, and can be stored up tothree months in the farmer's house. ACI Seed has successfullyintroduced new varieties through extensive promotional activities,enhanced field force training, and higher number of distributionchannel. Strong brand visibility and demonstrations with extensivesupport from Agriculture Extension Service and Developing Partnerswere critical enablers. ACI Seed penetrated the jute seed marketeffectively with the new variety of Deshi Pat-CVL-1 which is used bothas vegetable and as fibre.

The Business incorporated a new seed processing center in Jessorewith both controlled and ambient condition warehousing facilitiesto support its accelerated growth. ACI Seed partnered with IRRI toexplore high yield rice seeds. Another partnership was with SwedishInternational Development Cooperation to promote climate resilientagriculture amongst marginal farmers in coastal districts.

ACI Seed is utilizing their large trade network as well as partnershipwith major local and international NGOs to distribute their highquality seeds in remote areas of the country.

CropexACI Cropex has performed better in attaining a substantial growth of8% over previous year. The business has initiated the supply of freshvegetables and fish along with the export of Agri-commodities.

A joint stock operation has been started with internationallyrecognized Japanese organization Mitsui, a partnership to explorenew diversified market and products. Through this collaboration ACICropex has started importing Soya extraction for animal feedindustries.

ACI Seed partneredwith IRRI to explore

high yield rice seeds.Another partnership

was with SwedishInternationalDevelopment

Cooperation topromote climate

resilient agricultureamongst marginalfarmers in coastal

districts



MotorsACI Motors has performed well with a sales growthof 25% over last year. ACI Motors focused on mostefficient after sales service for the customers andextended its reach by penetrating potential markets.ACI Motors ensured their trust and visibility throughintense promotional campaigns aligned with seasonalvariety. In 2014, ACI Motors was recognized with theISO 9001:2008 certification for Quality ManagementSystem.

ACI-R24 Power Tiller ensures deeper and widerploughing for farmer's field to break the plough pan,has demonstrated high potential for growth. Therewas also significant contribution from the reaper andcultivation tractor. ACI Motors has also experiencedgood response from market with collapsible graindryer, cocoon, and flat-bed dryer. They have openedfive new dealer showrooms and three new servicecenters for higher market penetration and customersatisfaction.

ACI Motors entered into a dealership agreement withCASE Construction Equipment, a world leadingconstruction equipment manufacturer, which willenable ACI Motors to act as both agent and dealerof CASE construction machineries; which is a majorintervention in terms of future prospect forinfrastructure development services. The majorclients of this business are corporate clients,government and non-government authorities which

will allow the business to increase its market shareand brand visibility among diversified stakeholders.

Animal HealthACI Animal Health had an outstanding achievementin 2014 with a significant growth of 31% over thelast year. One of the most remarkable achievementsof this business was the launching of electronicmastitis detector to support farmers in identifyingdisease for improving milk production and ensuringsafe milk.

Animal Health launched GSL Artemia along withsome pro-biotic and shrimp fry feed products formarine fisheries. Animal Health had launched 46new products in 2014 among which 15 productswere introduced for the first time in Bangladesh.Products with advanced technology like super-biotichas also been launched for poultry industry forensuring better bird environment and health.

ACI Animal Health became the sole agent of TaninSevnica, European Union Company to distributetheir Animal Care products in Bangladesh. ACIAnimal Health organized massive training to farmersfor better utilization of technology and tools with aview to taking a leadership role in transforming theindustry.

Shwapno has achieved a revenue growth of 25% along with footfall growth of 21%. The basket size hasgrown along with an increased range of products offerings. Shwapno network has further extended withnew stores and dealers.

Shwapno has developed a sizable dealer network outside Dhaka where non perishables are sold. Thissignifies Shwapno's increased acceptance and popularity. Shwapno has also launched a hypermarket inUttara that can be referred to as one of our flagship outlets. It is a multi-floor market with a diverserange of products including electronics, home decor and furniture, clothing, and a multi-vendor foodcourt. In addition, Shwapno has launched several new outlets across Dhaka.

There has been significant work done to improve supply chain efficiency and backward linkage whichresulted in higher gross margin compared to the previous year. Product availability and range of offeringof local and international products in the outlets have improved significantly. Convenient merchandisinghas further helped our customers to navigate through the store and fully experience the choice anddecision making power that Shwapno unveils for them.

Shwapno's quality perception continued to improve resulting in higher customer satisfaction andincreased market share. From internal quality audit teams to customer usable in-store formalin testers,our values of transparency and quality are fully embodied in Shwapno. In addition, customer interactionsare being monitored and evaluated by our staff, who are pushing the boundaries to provide a truly fivestar experience.

The loyalty of the customers has become an important asset for Shwapno. The people of Shwapno wereexcited to see the relationship develop to this unprecedented level. The business is poised for significantgrowth in the coming years and hopes to delight and surprise its customers in new ways.

Logistics

Separate reports on each of the subsidiaries, alongwith their accounts are provided later in this report.

ACI Formulations Ltd.ACI Formulations Ltd., a Public Listed Company hasprovided its own report for its shareowners.

Premiaflex Plastics LimitedIn 2014 Premiaflex Plastics Limited had a growthof 14% over the previous year. They have a numberof multinational as well as major local FMCGcompanies in their customer list. The growth wasdriven by increased production capacity, andpenetration of new markets.

They have been able to manufacture raw materialssuch as MPET, MCPP by introducing Metalized CoatingTechnology, which eventually helped them to explorenew markets. Premiaflex has initiated advancedquality control laboratory for the first time inBangladesh.

The business has already been recognized with theISO 9001:2008 and HACCP certification and is alsoworking for the recognition of FSSC 22000 assuringquality services in the transformation of thepackaging industry. Premiaflex Plastics has built areputation for superior customer service which hasresulted in getting the most selective clients.

ACI Godrej Agrovet Private LimitedACI-Godrej Agrovet Pvt. Ltd is a (50:50) Joint-venture company of ACI Ltd and Godrej Agrovet Pvt.Ltd, India. Despite of market disturbance in last yearthe company has achieved total turnover of BDT4,870 Million last year.

With increase in per capita consumption of broilermeat and eggs, the poultry industry is expected togrow 20% annually over next 5 years as per worldpoultry science association, Bangladesh Chapter. The

overall cultured fish production in Bangladesh is alsogrowing by 10% annually and farmers are shifting tofloating fish feed due to positive economic benefit.Similarly the dairy feed industry is also growingsignificantly with the growth of dairy industry.

The company is also putting up a state-of-the-artgreen field floating fish feed project with an annualproduction capacity of 122 thousands MT at Rajshahiwhich will be operative by June 2015.

Tetley ACI (Bangladesh) Ltd.The year 2014 was very challenging for teamarketers due to unstable prices. This volatility inthe tea market was primarily a result of the variouschanges in the import duty structure and rapidlydecreasing tea prices at the auctions during the lasttwo years. This led us to periodically reduce ourselling price, impacting overall brand realization andturnover.

However, we were able to maintain our salesvolume, at the same time take corrective measuresto improve our buying efficiency. This ensuredsignificant improvement in our gross margins as theyear progressed. The improvement in margins iswhat allowed us to continue investing behind thebrand building activities, in the highly competitivemarket of Bangladesh.

Asian Consumer Care Pvt. Ltd.The company had a revenue growth of 12%. Theyhave commenced commercial production from thenewly set up plant at Dhamrai on the outskirts ofDhaka while successfully closing down operationsfrom two facilities existing at Narayanganj andManikganj. The Plant has commissioned facilitiesto manufacture range of Hair Oils, Shampoos,Toothpastes, Dabur Honey and Odonil under the trademark of 'Dabur'. The company expects businessperformance to improve in coming financial year.

Subsidiaries and Associated Companies


In the year 2014, ACI Limited registered a 15.30 percent growth in revenue fromits own operation compared to 2013. Total revenue has increased to Taka 12,319million in 2014 from Taka 10,684 million in 2013 with a net increase of Taka 1,635million. Higher sales volume aided by favorable product mixes, lower material costand selected product price increases has contributed to increase in Gross profit byTaka 913 million or 21.45 percent over last year. Profit after tax has increased toTk. 951 million from Tk. 764 million of 2013 resulting into 24.41 percent growthover 2013 due mainly to higher gross profit, containment of fixed expenses andlower growth in financing cost by enjoying better interest rate on bank borrowings.The basic earnings per share (BEPS) of the company was Tk. 27.65 in 2014 (Tk.22.27 in 2013) representing a favourable growth of 24.16 percent over last year.The diluted earnings per share (DEPS) of the company was Tk. 27.47 in 2014 (Tk.22.18 in 2013). The diluted earnings per share originated due to the existence ofdilutive potential ordinary shares in the balance sheet to be required to issue incase the bondholders of ACI 20% Convertible Zero Coupon Bonds exercise theirconvertibility option in the respective redemption dates.

Appropriation of profitConsidering the financial results of the company during the year and free reservecarried over and in line with following a consistent dividend policy, the Directorsrecommended appropriation of net profit as follows:

2014 2013Taka Taka

Un-appropriated profit from the previous year 3,711,714,997 3,246,317,615Add: Net profit after tax for the year 950,713,609 764,187,906Add: Realization of revaluation reserve 1,595,289 2,158,044Add: Gain on amalgamation 197,510,510 -Total available for appropriation 4,861,534,405 4,012,663,565

Appropriation proposed:

Proposed dividend:Cash dividend 346,406,340 243,625,031Stock dividend 51,960,950 57,323,537Total dividend 398,367,290 300,948,568Balance carried forward 4,463,167,115 3,711,714,997

With the balance carried forward in this year and with future ploughing back of theprofit, Directors are confident that company will be able to maintain prudentdividend policy in years to come.

DividendThe Board of Directors is pleased to recommend dividend @ 115% which includeTk. 10.00 per share (100%) as cash dividend and 15% as stock dividend for theyear 2014 to those shareowners whose names will appear in the Share Register ofMembers of the Company or in the Depository list of CDBL on the Record Datewhich is Wednesday, 13 May 2015.

Contribution to the National ExchequerDuring 2014, the company contributed Tk. 2.16 billion to the National Exchequer inthe form of corporate tax, custom duty and Value Added Tax (VAT). This isequivalent to 17.52 percent of the Company's net sales revenue for the year 2014.

Cost of Goods Sold and Profit MarginsIn the year 2014, though revenue has been increased by 15.30 percent but COGShas been increased by 11.23 percent only. This has been achieved mainly for lowermaterial cost and stable exchange rate. This along with favorable product mixesand selected product price increases, we have been able to generate additionalGross Profit of Taka 913 million which is almost 21.45 percent higher than lastyear. However, with reasonable growth in operating expenses and comparativelylower growth in financing cost, the company registered higher PAT growth by 24.41percent compared to last year.

Margins 2009-2014

Turnover(Taka in billion)

Profit after tax(Taka in billion)

Annual retained earnings(Taka in Million)

Dividend(Taka in Million)

Financial Results - ACI Limited

32.73% 35.64% 37.54% 37.09%39.85% 40.98%

13.70%7.48% 8.00% 5.63% 7.15% 7.72%

2009 2010 2011 2012 2013 2014

Gross Profit Margin

Profit After Tax Margin

10.68

12.32

2013 2014

0.76

0.95

2013 2014

448

307

464

553

2011 2012 2013 2014

197238

301

398

2011 2012 2013 2014

In 2014, consolidated turnover has reached to Tk. 25.82 billion from Tk. 22.17 billion of 2013, a rise ofTk. 3,655 million or 16.49 percent over last year. On the other hand, the cost of sales has increased by 14.14percent against 16.49 percent growth of turnover. Gross profit has shown a significant positive growth of22.03 percent mainly on account of improved product mix, lower material cost, stable exchange rate andselective product price increases. The operating profit resultantly was significantly higher (28.90 percent) thanthe comparative period. The group PAT registered 181.54 percent growth over last year due mainly togeneration of higher gross profit, increase in share of profit from Joint Ventures & Associates, containment offinancing cost by enjoying better rate of interest etc. The consolidated basic earnings per share in 2014 wasTk. 16.68 in comparison to last year's Tk. 5.94 resulting into 180.81 percent growth over previous year.


Directors Declaration as to Statutory InformationIn connection with preparation and presentation of the financial statements, the Directors also report that:

■ Segment-wise performance has been shown in note-6 (ii) of the financial statements.

■ The Company is aware of the different risks associated with doing business and is prepared to counterthose risks through systematic approach. Financial risks management has been disclosed in the Note-31of the Financial Statements.

■ No extra-ordinary gain or loss exists during the year as prescribed by the Bangladesh Financial ReportingStandards (BFRSs).

■ All transactions with related parties are made on a commercial basis and the basis was the principle of'Arms Length Transaction'. Details of related party transactions are disclosed in the Note-36 of theFinancial Statement.

■ No IPO or Right issue was made during the year.

■ No significant variance occurs between Quarterly Financial Performance and Annual Financial Statement.

■ During the year, Company has paid a total of Taka 20,250 as Board meeting attendance fees. Theremuneration of Directors has been mentioned in Note-26 and 36 (a) (ii) of the Financial Statements.

■ The financial statements prepared by the management of the Company present a true and fair view ofCompany's state of affairs, result of its operation and changes in equity and cash flows.

■ Proper books of account of the Company have been maintained.

■ Appropriate accounting policies have been consistently followed in formulating the Financial Statementsand Accounting estimates are reasonable and accurate.

■ Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting Standards (BFRSs) havebeen followed in preparation of the financial statements.

■ All significant variations in operating results from the previous year have been highlighted and reasonsthereof have been explained.

■ The key financial and operating data for last six years is disclosed at year 2014-at a Glance.

■ The Company has recommended dividend for the year 2014.

■ During 2014 a total of four Board meetings were held, which conform the regulatory requirements whichare shown in Annexure-I.

Financial Results - ACI Group


■ Shareholding pattern of the Company as on 31 December 2014 are shown in Annexure-II.

■ The profiles of directors who have sought for appointment/re-appointment are shown in Annexure-IV.

■ The CEO and CFO has certified to the Board that they have reviewed the Financial Statements and believethat these statements do not contain any material untrue statements or omit any material fact or certainstatements that might be misleading.

■ The CEO and CFO further confirm that Financial Statements together present a true and fair view of theCompany's affairs and are in compliance with applicable laws.

■ The CEO and CFO have further certified to the Board that there are, to the best of their knowledge andbelief, no transactions entered into by the company during the year which are fraudulent, illegal orviolation of the Company's code of conduct.

Composition of the BoardThe Board consists of 10 members drawn fromamongst the major shareowners and businessprofessionals. Mr. M. Anis Ud Dowla is the Chairmanof the Board and Dr. Arif Dowla is the ManagingDirector. There are three Independent Directors onthe Board.

Role of the BoardThe Board is the highest level of authority ofthe Company to oversee its operations throughappropriate delegation, reporting, monitoring andcontrol.

Responsibility of the BoardThe Directors hold the ultimate responsibility ofconducting the activities of the Company inaccordance with the law and in the interest of itsshareowners and other stakeholders, keeping in viewthe long-term interest of the Company.

Functioning of the BoardThe number of Board Meetings held in 2014 was four.The Board gets a thorough review of the performanceof the Company through a PowerPoint presentation bythe Managing Director. All pertinent matters arediscussed in details and decisions are taken. The ChiefFinancial Officer presents the Profit & Loss positionand Cash Flow Statement. There is a procedure whichallows for Resolution by Circulation to be adopted bythe Directors present in Bangladesh, which takes careof any urgent matter requiring Board decision withouthaving to call a meeting.

Management through PeopleThe Board has delegated adequate operational andfinancial authority to the Managing Director whichempowers him to set up the organizational structure,recruit appropriate people, empower them to managethe Strategic Business Units and functional areas and


Election of DirectorsBy operation of Article 120 of the Company's Articlesof Association Mr. M. Anis Ud Dowla and Ms. SheemaAbed Rahman retire by rotation and being eligible,offer themselves for re-election.

Independent DirectorThe Board in its meeting held on Wednesday, 29 April2015 has extended the tenure of Mr. Abdul-MuyeedChowdhury and Mr. Juned Ahmed Choudhury asIndependent Directors of the Company for threeyears with effect from 28-May-2015 in terms of theprovision of BSEC guidelines.

Brief resume and other information of the abovementioned Directors as per clause 1.5 (xxii) of SECNotification dated August 07, 2012 are depicted inAnnexure-IV.

Audit CommitteeFollowing the Guidelines of Bangladesh Securitiesand Exchange Commission, the Board hasconstituted an Audit Committee for the Companywhich is mentioned in the Compliance Reportenclosed herewith. The Committee comprises ofMr. Golam Mainuddin, Ms. Shusmita Anis andMs. Sheema Abed Rahman. Mr. Golam Mainuddin isan Independent Director and also the Chairman ofthe Audit Committee.

The Audit Committee met four times during theyear 2014. The Company Secretary functioned asSecretary of the Committee. The main performancesof the Audit Committee during the year were asfollows:

1. Review and appraisal of the performance ofinternal control system.

2 . Review of the risks associated with theCompany's operation including mitigation andawareness plan.

3. Overseeing hiring and performance of externalauditors.

provide them guidance for achievements of thedesired results.

The Board is kept informed of the goals and targetsof the Business Units and apprised of the financialperformance on a quarterly basis.

The Managing Director manages the affairs ofthe Group through close consultation with relevantpeople from within the Company and outsideexperts.

Empowerment of PeopleThe Board has given clear guidelines to the ManagingDirector to ensure that there is appropriatedelegation of authority and clear statement ofaccountability of the management staff all the waydown to the Supervisory level and that performanceof the individual is judged on the basis of clearly setmeasurable goals and through objective assessmentof their achievements.

Reporting and CommunicationThe Managing Director reviews and approves thestrategic plans of each Business Unit every quarter.He also reviews monthly report and commentary onthe sales and financial performance of the businessfrom the heads of businesses and the activities of thefunctional and service heads. An elaborate MISsystem is in place.

Communication with ShareownersThe Company holds the Annual General Meetingregularly in time. The Directors attending the AnnualGeneral Meeting note the views, expectations andsuggestions of the shareowners and institutionalstakeholders offered at the AGM and consider themwith utmost seriousness. The Managing Director alsobrings to the notice of the Board any writtencommunication received by him from theshareowners.


Corporate Social Responsibility (CSR)CSR is a central function of ACI Group and theprojects and programs under CSR are selected onthe basis of their relevance to the business of theGroup. A separate brochure on all the projects underCSR of the ACI Group will be published and ourshareowners will receive accordingly. We areconscious of our responsibility to manage asustainable business organization which require astrong team to manage CSR.

Corporate Governance compliancestatementThe Directors of ACI are committed to meeting thehighest standards of corporate governance anddisclosure. The Directors are conscious of theirresponsibilities in supervision and direction ofthe affairs of the Company in conformity withthe practices of sound corporate governance. Infulfillment of those responsibilities the Directors haveset for themselves the principles that will be followedin their own involvement in the oversight functionand in setting up clear guidelines for the executivemanagement.

We confirm herewith that the Company hasmeanwhile complied with all the necessary guidelinesunder BSEC Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 7 August 2012. Thecompliance report along with the necessaryremarks/disclosure is appended in Annexure-III ofthe Directors' Report for the year 2014 incontinuation pages of the Compliance Certificateprovided by Al-Muqtadir Associates, CharteredSecretaries.

AuditorsOur Auditor Messrs Rahman Rahman Huq, CharteredAccountants has sought re-appointment for theyear 2015 and the Directors recommend theirre-appointment.

4. Ensuring high quality of Company's financialreporting process.

5. Review of the operation as required under theGuidelines of Bangladesh Securities andExchange Commission.

Going ConcernThe Board, through appropriate enquiries andanalyses, ensures that the resources are adequate tosupport the operation and that sufficient businessopportunities exist to qualify the organisation as agoing concern and the Directors analyse the financialstatements to ensure that. Accordingly, FinancialStatements are prepared on a going concern basis.

Internal ControlThe Managing Director has to satisfy the Board thatadequate internal checks and controls are in placethrough appropriate MIS and employment of InternalAudit team to check and validate the expenses andthe systems in operation. To further strengthenthe controls, the Company has introduced ISO9001:2008 Quality Management System, the firstCompany in Bangladesh to do so under which allactivities are carried out on the basis of StandardOperating Procedures. These standard proceduresare updated on a regular basis in line with ISOrequirements. The Company has also introduced ISO14001:2004 Environmental Management System,the first Company in Bangladesh to do so and asa result has undertaken a task of continuingimprovement through annual goals. Internal Auditdepartment has been strengthened with induction ofqualified and experienced personnel, demonstratingthe Board's commitment to ensure that adequaterisk management and internal control systems are inplace across the Company. In addition, the Companyhas adopted the Ten Principles of Global Compact, aninitiative taken by the Secretary General of theUnited Nations and adopted world-wide by big andprogressive companies.

ACI gives the highest level of importance to thedevelopment of its people. Special emphasis wasgiven to developing our marketing and sales staff toadopt new innovative approaches toward excellencein their area. Our HR department enhanced theirlevel of engagement with the people. Training formiddle and senior management has increased bothin quantity and in the variety of offerings. We wantto strengthen the area of human capitaldevelopment further.

We tried to bring the people with similar roles closertogether and share experiences across businessunits. We also encouraged greater engagementbetween the services, businesses and factoriesthrough improved communication and feedback anddevelop a greater sense of ownership to thecommon end result of improved performance. Astronger focus on operational key performanceindicators led to greater visibility of the processes.This required IT based training across selectedgroups of people.

We have had numerous gatherings among factories,field force, services and businesses to reinforce ourcompany values of transparency, fairness, quality,

customer focus, continuous improvement andinnovation. During these gatherings we try to createthis common culture throughout the diversity of ourbusinesses. The external adversity that we facedthrough political and social agitation only broughtus together, and made us stronger. Alongside ourinternal development, we reached out to thecommunities we impact through CSR andsustainability, where we harmonize with theexternal environment through various activities, forwhich a separate report will be given.

We thank the partners of ACI, shareowners,suppliers, customers, bankers, media and all otherwell wishers for their support and patronage tobring us to this level. We value their continuedsupport to fulfill our mission to improve the livesof people.

Finally, and most importantly, I thank theemployees of ACI in factories, depots, officesand other locations across the country, for theiruntiring efforts. They have worked hard, againstuncertainties and adversity, built a strongerorganization that can create a greater positiveimpact on the quality of life of people.


Waliur Rahman Bhuiyan, OBEDirector

On behalf of the Board

The People of ACI

Annexure - IIPattern of Shareholding

As per SEC guideline condition no-1.5 (xxi), the pattern of share holding status as on 31 December2014 is given below:

1.5 (xxi) (a) Held by Parent / Subsidiary / Associates and other related parties: N/A

1.5 (xxi) (b) Held by Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer,Head of Internal Audit and their spouses and minor children etc.:

Name Position No. of SharesMr. M. Anis Ud Dowla Chairman 6,323,692Dr. Arif Dowla Managing Director 1,247,930Mrs. Najma Dowla Director 957,766Ms. Shusmita Anis Director 347,928Ms. Sheema Abed Rahman Director 17,107Mr. Md. Fayekuzzaman Director (Nominee of ICB) NilMr. Waliur Rahman Bhuiyan, OBE Director NilMr. Juned Ahmed Choudhury Independent Director NilMr. Abdul-Muyeed Chowdhury Independent Director NilMr. Golam Mainuddin Independent Director NilMr. Pradip Kar Chowdhury Chief Financial Officer NilMr. Amitava Saha Head of Risk Management and Nil

Internal Audit1.5 (xxi) (c) Held by Executives

Name Position No. of Shares

Ms. Sheema Abed Rahman Company Secretary 17,107

Name Position % of Shares

Mr. M. Anis Ud Dowla Chairman 18.39

During the year four Board Meetings were held and the attendance by each Director was as follows:

Name No. of Meeting Attended

Mr. M. Anis Ud Dowla 4

Dr. Arif Dowla 4

Mr. Waliur Rahman Bhuiyan,OBE 4

Mr. Golam Mainuddin 4

Mr. Md. Fayekuzzaman 4

Mrs. Najma Dowla 4

Ms. Shusmita Anis 4

Mr. Abdul-Muyeed Chowdhury 3

Mr. Juned Ahmed Choudhury 4

Ms. Sheema Abed Rahman 4

Annexure - INumber of Board Meetings held and Attendance by the Directors


Annexure-III

Certificate of Compliance to the Shareholders ofAdvanced Chemical Industries Limited

(As required under the BSEC Corporate Governance Guidelines)

We have examined compliance to the BSEC guidelines on Corporate Governance byAdvanced Chemical Industries Limited (ACI) for the year ended 31st December2014. These guidelines relate to the Notification no. SEC/CMRRCD/2006-158/134/Admin/44 dated 7th August 2012 of Bangladesh Securities and ExchangeCommission (BSEC) on Corporate Governance.

Such compliance to the codes of Corporate Governance is the responsibility of theCompany. Our examination was limited to the procedures and implementation thereofas adopted by the Management in ensuring compliance to the conditions of CorporateGovernance. This is a scrutiny and verification only and not an expression of opinionor audit on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanationsprovided to us, we certify that, subject to the remarks and observations as reported inthe attached Compliance Statement, the Company has complied with the conditions ofCorporate Governance as stipulated in the above mentioned guidelines issued byBSEC.

We also state that such compliance is neither an assurance as to the future viability ofthe Company nor a certification on the efficiency or effectiveness with which theManagement has conducted the affairs of the Company. This is also no endorsementabout quality of contents in the Annual Report of the Company.


Dhaka, April 29, 2015 Chartered Secretaries & Consultants

Business Office :Block : F, Rania AvenueApurba GardeniaHouse # 503, (5th floor)Bashundhara R/A, Dhaka - 1229Bangladesh

Phones : 01730 340 34001552 108 522

e-mails : [email protected]@muqtadirbd.com

URL www.muqtadirbd.comVAT Reg: 19041063900

Chartered Secretaries & Consultants


Contd.

Condition TitleCompliance Status

No. as on Remarks31 December 2014

Status of Compliance with the Corporate Governance Guidelines (CGG)Status of the compliance with the conditions imposed by the Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012of the Bangladesh Securities and Exchange Commission (BSEC) issued under section 2CC of the Securities and Exchange Ordinance 1969:

(Report under Condition No. 7.00)

Advanced Chemical Industries LimitedFor the year ended 31 December 2014

1 Board of Directors

1.1 Board’s Size Complied "Board consists of 10 (ten)The number of the Board members of the Company shall not be less members"than 5 (five) and more than 20 (twenty).

1.2 Independent Directors

1.2(i) At least one fifth (1/5) of the total number of directors in the Complied Board consists of 3 (three)Company’s Board shall be Independent Directors. Independent Directors

1.2(ii)(a) Who either does not hold share in the company or holds less than Complied "Required declarations givenone (1%) shares of the total paid up shares of the company; by the concerned Directors"

1.2(ii)(b) Who is not sponsor of the Company and is not connected with any Complied Dosponsor or director or shareholder who holds one percent or moreshares of the Company;

1.2(ii)(c) Who does not have any other relationship, whether pecuniary or Complied Dootherwise, with the company or its subsidiary/associated companies;

1.2(ii)(d) Who is not a member, director or officer of any stock exchange; Complied Do

1.2(ii)(e) Who is not a shareholder, director or officer of any member of stock Complied Doexchange or an intermediary of the capital market;

1.2(ii)(f ) Who is not a partner or an executive or was not a partner or an Complied Doexecutive during the preceding 3 (three) years of the concernedcompany’s statutory audit firm;

1.2(ii)(g) Who shall not be an independent director in more than 3 (three) Complied Dolisted companies;

1.2(ii)(h) Who has not been convicted by a court of competent jurisdiction as a Complied Dodefaulter in payment of any loan to a bank or a Non-Bank FinancialInstitution (NBFI);

1.2(ii)(i) Who has not been convicted for a criminal offence involving moral Complied Doturpitude.

1.2(iii) Independent Director(s) shall be appointed by the Board of Complied "Duly approved in AGM"Directors and approved by the shareholders in the Annual GeneralMeeting (AGM).

1.2(iv) The post of independent director(s) cannot remain vacant for more Complied No vacancy occurredthan 90 (ninety) days.

1.2(v) The Board shall lay down a code of conduct of all Board members and Complied Code of Conduct has laidannual compliance of the code to be recorded. down to which the Board

members are obliged tocomply with.

1.2(vi) The tenure of office of an independent director shall be for a period Complied "The IDs are in theirof 3 (three) years, which may be extended for 1 (one) term only. regular term of office"




1.3 Qualification of Independent Director (ID)

1.3(i) Independent Director shall be a knowledgeable individual with Complied "The IDs have requiredintegrity who is able to ensure compliance with financial, regulatory qualification and experience"and corporate laws and can make meaningful contribution to business.

1.3(ii) The person should be a Business Leader / Corporate Leader / Complied DoBureaucrat / University Teacher with Economics or Business Studiesor Law background / Professionals like Chartered Accountants, Cost &Management Accountants, Chartered Secretaries. The independentdirector must have at least 12 (twelve) years of corporatemanagement / professional experiences.

1.3(iii) In special cases the above qualifications may be relaxed subject to Not applicableprior approval of the Commission.

1.4 Chairman of the Board and Chief Executive Officer: The positions Compliedof the Chairman of the Board and the Chief Executive Officer of thecompanies shall be filled by different individuals. The Chairman of thecompany shall be elected from among the directors of the Company.The Board of Directors shall clearly define respective roles andresponsibilities of the Chairman and the Chief Executive Officer.

1.5 Directors Report to Shareholders shall include following additional statements on

1.5(i) Industry outlook and possible future developments in the industry. Complied The Directors' reportcomplies with the guideline.

1.5(ii) Segment-wise or product-wise performance. Complied Do

1.5(iii) Risks and concerns. Complied Do

1.5(iv) Discussion on Cost of Goods sold, Gross Profit Margin and Net Complied DoProfit Margin.

1.5(v) Discussion on continuity of any Extra-Ordinary gain or loss. Not applicable No extraordinary gain orloss experienced duringthe period.

1.5(vi) Statement of all related party transactions. Complied The Directors' reportcomplies with the guideline.

1.5(vii) Utilization of proceeds from public issues, rights issues and/or Not applicable There was no IPO / RPO /through any others instruments. Right Issue in 2014.

1.5(viii) An explanation if the financial results deteriorate after the company Not applicable Dogoes for Initial Public Offering (IPO), Repeat Public Offering (RPO),Rights Offer, Direct Listing, etc.

1.5(ix) If significant variance occurs between Quarterly Financial Complied The Directors' reportperformance and Annual Financial Statements the management shall complies with the guideline.explain about the variance on their Annual Report.

1.5(x) Remuneration to directors including independent directors. Complied Do

1.5(xi) The financial statements prepared by the management of the issuer Complied Discussed in "Directors'company present fairly its state of affairs, the result of its operations, declaration as tocash flows and changes in equity. Statutory Information".

1.5(xii) Proper books of account of the issuer Company have been maintained. Complied Do

1.5(xiii) Appropriate accounting policies have been consistently applied in Complied Dopreparation of the financial statements and that the accountingestimates are based on reasonable and prudent judgment.

Contd.




1.5(xiv) International Accounting Standards (IAS) / Bangladesh Accounting Complied DoStandards (BAS) / International Financial Reporting Standards (IFRS) /Bangladesh Financial Reporting Standards (BFRS), as applicable inBangladesh, have been followed in preparation of the financial statementsand any departure there-from has been adequately disclosed.

1.5(xv) The system of internal control is sound in design and has been Complied Stated under section "Theeffectively implemented and monitored. system of Internal Control"

in the Directors' Report.

1.5(xvi) There are no significant doubts upon the issuer company’s ability to Complied Stated under sectioncontinue as a going concern. If the issuer company is not considered to "Going Concern"be a going concern, the fact along with reasons thereof should be disclosed. in the Directors' Report.

1.5(xvii) Significant deviations from the last year’s operating results of the Complied The Directors' reportissuer company shall be highlighted and the reasons thereof should complies with the guideline.be explained.

1.5(xviii) Key operating and financial data of at least preceding 5 (five) years Complied Six years' key operatingshall be summarized. and financial data has been

disclosed at the "Year-2014at a Glance" of AnnualReport.

1.5(xix) If the issuer company has not declared dividend (cash or stock) for the Not Applicable Dividend declaredyear, the reasons thereof shall be given.

1.5(xx) The number of Board meetings held during the year and attendance Complied Stated in Annexure-I ofby each director shall be disclosed. the Directors' report which

comply with the guideline.

1.5(xxi) The pattern of shareholding shall be reported to disclose the aggregate number of shares (along withname wise details where stated below) held by:-

1.5(xxi)(a) Parent / Subsidiary / Associated Companies and other related parties Complied Stated in Annexure-II of the(name wise details); Directors' report which

comply with the guideline.

1.5(xxi)(b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Complied DoOfficer, Head of Internal Audit and their spouses and minor children(name wise details);

1.5(xxi)(c) Executives; Complied Do

1.5(xxi)(d) Shareholders holding ten percent (10%) or more voting interest in the Complied Docompany (name wise details).

1.5(xxii) In case of the appointment / reappointment of a director the company shall disclose the following informationto the shareholders:-

1.5(xxii)(a) A brief resume of the director; Complied The Directors' reportcomplies with the guidelinesAnnexure-IV

1.5(xxii)(b) Nature of his / her expertise in specific functional areas; Complied Do

1.5(xxii)(c) Names of companies in which the person also holds the directorship Complied Doand the membership of committees of the board.




2.0 Chief Financial Officer (CFO), Head of Internal Audit and Company Secretary (CS)

2.1 The company shall appoint a Chief Financial Officer (CFO), a Head of Complied The CFO, HIA and CS areInternal Audit (Internal Control and Compliance) and a Company different individuals andSecretary (CS). The Board of Directors should clearly define respective their roles & responsibilitesroles, responsibilities and duties of the CFO, the Head of Internal are seperately defined.Audit and the CS.

2.2 Requirement to attend the Board Meetings Complied The CFO and CSThe CFO and the Company Secretary of the companies shall attend participate in every Boardthe meetings of the Board of Directors, provided that the CFO and/or Meeting.the Company Secretary shall not attend such part of a meeting of theBoard of Directors which involves consideration of an agenda itemrelating to their personal matters.

3.0 Audit Commmittee

3.(i) The company shall have an Audit Committee as a sub-committee Complied Detailed in the Auditof the Board of Directors. Committee Report

3.(ii) The Audit Committee shall assist the Board of Directors in ensuring Complied "The Committee dischargesthat the financial statements reflect true and fair view of the state of as per BSEC guidelines"affairs of the company and in ensuring a good monitoring systemwithin the business.

3.(iii) The Audit Committee shall be responsible to the Board of Directors. Complied The ToR as approved byThe duties of the Audit Committee shall be clearly set forth in writing. the Board is available.

3.1 Constitution of the Audit Committee

3.1(i) The Audit Committee shall be composed of at least 3 (three) members. Complied "AC comprises 3 (three)members"

3.1(ii) The Board of Directors shall appoint members of the Audit Committee Complied The members of the Auditwho shall be directors of the Company and shall include at least 1 Committee have been(one) Independent Director. appointed by the Board of

Directors who are Directorsand which includes oneIndependent Director.

3.1(iii) All members of the Audit Committee should be “financially literate” Complied "The members of theand at least 1 (one) member shall have accounting or related financial Commmittee is selected bymanagement experience. the Board as per given

guidelines."

3.1(iv) Filling of casual vacancy in the Audit Committee. Complied No vacancy occurred

3.1(v) The company secretary shall act as the secretary of the Committee. Complied In practice

3.1(vi) The quorum of the Audit Committee meeting shall not constitute Complied In practicewithout Independent Director.

3.2 Chairman of the Audit Committee

3.2(i) The Board of Directors shall select 1 (one) member of the Audit Complied The Chairman of the AuditCommittee to be Chairman of the Audit Committee, who shall be an Committee is anindependent director. Independent Director.

3.2(ii) Chairman of the audit committee shall remain present in the Annual Complied In practice.General Meeting (AGM).

3.3 Role of Audit Committee

3.3(i) Oversee the financial reporting process. Complied The ToR of the AuditCommittee clearly definesthe roles of the Committee.

Contd.




3.3(ii) Monitor choice of accounting policies and principles. Complied

3.3(iii) Monitor Internal Control Risk management process. Complied Do

3.3(iv) Oversee hiring and performance of external auditors. Complied Do

3.3(v) Review along with the management, the annual financial statements Complied Dobefore submission to the board for approval.

3.3(vi) Review along with the management, the quarterly and half yearly Complied Dofinancial statements before submission to the Board for approval.

3.3(vii) Review the adequacy of internal audit function. Complied Do

3.3(viii) Review statement of significant related party transactions submitted Complied Doby the management.

3.3(ix) Review Management Letters / Letter of Internal Control weakness Complied Doissued by statutory auditors.

3.3(x) Declaration to Audit Committee by the Company regarding utilization Not applicable There was no IPO/of IPO / RPO, Right issue money. RPO/Right Issue in 2014.

3.4 Reporting of the Audit Committee

3.4.1(i) The Audit Committee shall report on its activities to the Board of Complied Audit committee informsDirectors. the Board periodically

through its minutes.

3.4.1 (ii) The Audit Committee shall immediately report to the Board of Directors on thefollowing findings, if any:-

3.4.1(ii)(a) Report on conflicts of interests; None There was no reportablecase of conflict of interestin 2014.

3.4.1(ii)(b) Suspected or presumed fraud or irregularity or material defect in the None There was no such case ininternal control system; the year 2014.

3.4.1(ii)(c) Suspected infringement of laws, including securities related laws, None Dorules and regulations;

3.4.1(ii)(d) Any other matter which shall be disclosed to the Board of Directors None Doimmediately.

3.4.2 Reporting to the Authorities (BSEC) None Do(if any material impact on the financial condition and results ofoperation, unreasonably ignored by the management).

3.5 Reporting to the Shareholders and General Investors Complied The Audit Committee (AC)Report on the activities carried out by the Audit Committee, including report is disclosed in theany report made to the Board of Directors under condition 3.4.1 (ii). Annual Report and signed

by the Chairman of the AC.

4.0 External / Statutory Auditors

4.0(i) Appraisal or valuation services or fairness opinions. Complied As declared by Auditors

4.0(ii) Financial information systems design and implementation. Complied Do

4.0(iii) Book-keeping or other services related to the accounting records or Complied Dofinancial statements.

4.0(iv) Broker-dealer services. Complied Do

4.0(v) Actuarial services. Complied Do

4.0(vi) Internal Audit service. Complied Do




4.0(vii) Any other services that the Audit Committee determines. Complied Do

4.0(viii) No partner or employees of the external audit firms shall possess any Complied Doshare of the Company they audit at least during the tenure of theiraudit assignment of that Company.

4.0(ix) Non-engagement audit/certification services on compliance of Complied Docorporate governance as required under Clause (i) of condition No.7.

5.0 Subsidiary Company

5.0(i) Provisions relating to the composition of the Board of Directors of the Complied In practiceholding company shall be made applicable to the composition of theBoard of Directors of the subsidiary company.

5.0(ii) At least 1 (one) independent director on the Board of Directors of the Complied Doholding company shall be a director on the Board of Directors of thesubsidiary company.

5.0(iii) The minutes of the Board meeting of the subsidiary company shall be Complied Doplaced for review at the following Board meeting of the holdingcompany.

5.0(iv) The minutes of the respective Board meeting of the holding company Complied Doshall state that they have reviewed the affairs of the subsidiarycompany also.

5.0(v) The Audit Committee of the holding company shall also review the Complied Dofinancial statements, in particular the investments made by thesubsidiary company.

6.0 "Duties of Chief Executive Officer (CEO) and Chief Financial Officer (CFO)"The CEO and CFO shall certify to the Board that :-

6.0(i)(a) These statements do not contain any materially untrue statement or Complied Certificate enclosed inomit any material fact or contain statements that might be misleading; Annexure-V of the Annual

Report and stated in theDirectors' declartion as well.

6.0(i)(b) These statements together present a true and fair view of the Complied DoCompany’s affairs and are in compliance with affairs and are incompliance with applicable laws.

6.0(ii) There are, to the best of knowledge and belief, no transactions Complied Doentered into by the Company during the year which are fraudulent,illegal or violation of the Company’s code of conduct.

7.0 Reporting and Compliance of Corporate Governance

7.0(i) The Company shall obtain a certificate from a practicing Professional Complied Required certificate obtainedAccountant / Secretary (Chartered Accountant / Cost and from Al-Muqtadir Associates,Management Accountant / Chartered Secretary) regarding compliance Chartered Secretaries andof conditions of Corporate Governance Guidelines of the Commission published in Annexure-IIIand shall send the same to the shareholders along with the Annual of this report.Report on a yearly basis.

7.0(ii) The directors of the Company shall state, in accordance with the Complied Status of Compliance isAnnexure attached, in the directors’ report whether the company has published with the Directors'complied with these conditions. Report as required.

Annexure-IVBrief resumé of the Directors who seek appointment/re-appointment

Directors re-electionMr. M. Anis Ud Dowla, Chairman

Mr. M. Anis Ud Dowla has been the Chairman of ACI Formulations Limited since 30 November 1995.Mr. Dowla obtained his Masters in Public Administration from University of Karachi in 1959. Mr. M. AnisUd Dowla has worked with the British Oxygen Group of U.K. in Pakistan, Bangladesh and Kenya for 27years including 12 years as Managing Director of Bangladesh Oxygen Limited. He joined as GroupManaging Director of three ICI companies in Bangladesh in 1987 one of which has been divested and re-named as ACI Limited of which he is the Chairman. He occupies Directorship position in all subsidiaryand associate companies of ACI Limited. He is also the Director of Credit Rating Agency of BangladeshLtd. and Pioneer Insurance Company Limited.

Ms. Sheema Abed Rahman

Ms. Sheema Abed Rahman joined the Company in the year 1987. Prior to joining in ACI she worked forBritish American Tobacco, Bangladesh (BAT) for 14 years. During the 39 years of service, her majorcontribution is in Corporate Management and Human Resource Management. She has done her PostGraduation in Human Resource Management and is a Fellow Member of the Institute of CharteredSecretaries of Bangladesh (ICSB). She was inducted as a Director in the year 2001. She is also aDirector of Flyban Insecticides Ltd.

Independent DirectorsMr. Abdul-Muyeed Chowdhury

Mr. Abdul-Muyeed Chowdhury obtained Degree of Bachelor of Arts with honors in History and Master ofArts (1st Class) from University of Dhaka. Mr. Abdul-Muyeed Chowdhury a CSP, attended Certificate ofParticipation in an acceptable program of special study in Political Science, Public Administration in theUniversity of Tennessee, Knoxville. He is also Director of BRAC Net, MJL Bangladesh Ltd; OmeraPetroleum Ltd., Opera Fuels Ltd., Pioneer Insurance Company Ltd., Summit Alliance Port Limited andTiger Tours Limited. He was also an Advisor in the non-party Care Taker Government of Bangladesh in2001 responsible for five Ministries - Information, Housing and Public Works, Environment and Forest,Land, and Food and also worked as Chairman, NBR, Managing Director, Bangladesh Biman, ExecutiveDirector, Jamuna Multipurpose Bridge Authority and lastly as CEO of the largest NGO in the world,BRAC.

Mr. Juned Ahmed Choudhury

Mr. Juned Ahmed Choudhury obtained B.A (Hons) Degree in Economics from Dhaka University in 1957and Master of Public Administration from Karachi University in 1959. He received training in HumanResource Development at the National Institute of Administration, Paris, and Institute of Labour Studiesin Geneva. He was Director of Shell Oil Company Ltd. and Public Affairs Adviser of Bangladesh ShellPetroleum Development B.V. He was decorated Knight of the Order of Arts and Letters by theGovernment of France for his contribution to promotion of better Bangladesh-France relationship in thefields of language and culture.


Advanced Chemical Industries Limited


Auditors' Report & AuditedFinancial Statements as at and

for the year ended 31 December 2014

Report on the Financial StatementsWe have audited the accompanying separate financial statements of Advanced Chemical Industries Limited ("theCompany") as well as the consolidated financial statements of Advanced Chemical Industries Limited and its subsidiaries,joint ventures and associates ("the Group") which comprises the separate and the consolidated statements of financialposition as at 31 December 2014, statements of profit or loss, statements of other comprehensive income, statements ofchanges in equity, statements of cash flows for the year then ended, and a summary of significant accounting policies andother explanatory information. The financial statements of 10 subsidiaries and 3 associates disclosed in note 40 to thesefinancial statements were not audited by us.Management's Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of the separate financial statements of the Companyand the consolidated financial statements of the Group in accordance with Bangladesh Financial Reporting Standards, andfor such internal control as management determines is necessary to enable the preparation of the separate financialstatements of the Company and the consolidated financial statements of the Group that are free from materialmisstatement, whether due to fraud or error.Auditor's ResponsibilityOur responsibility is to express an opinion on the separate financial statements of the Company and the consolidatedfinancial statements of the Group based on our audit. We conducted our audit in accordance with Bangladesh Standards onAuditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the separate financial statements of the Company and the consolidated financialstatements of the Group are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separatefinancial statements of the Company and the consolidated financial statements of the Group. The procedures selecteddepend on our judgment, including the assessment of the risks of material misstatement of the separate financialstatements of the Company and the consolidated financial statements of the Group, whether due to fraud or error. Inmaking those risk assessments, we consider internal control relevant to the entity's preparation and fair presentation of theseparate financial statements of the Company and the consolidated financial statements of the Group in order to designaudit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the entities internal control. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentationof the separate financial statements of the Company and the consolidated financial statements of the Group.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.OpinionIn our opinion, the separate financial statements of the Company and the consolidated financial statements of the Groupgive a true and fair view of the financial position of the Company as well as of the Group as at 31 December 2014, and oftheir financial performance and their cash flows for the year then ended in accordance with Bangladesh Financial ReportingStandards.Other matterThe separate financial statements of the Company and the consolidated financial statements of the Group for the yearended 31 December 2013 were audited by another auditor who expressed an unmodified opinion on those financialstatements on 29 April 2014.Report on Other Legal and Regulatory RequirementsIn accordance with the Companies Act 1994 and Bangladesh Securities and Exchange Rules 1987, we also report thefollowing:(a) we have obtained all the information and explanation 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 account as required by law have been kept by the Company so far as it appeared from

our examination of those books;(c) the separate and the consolidated statements of financial position and statements of profit or loss and statements of

other comprehensive income dealt with by the report are in agreement with the books of account; and(d) the expenditure incurred was for the purposes of the Company’s business.

Dhaka, 29 April 2015


INDEPENDENT AUDITOR'S REPORTto the Shareholders of




Managing Director Director Company Secretary


Advanced Chemical Industries LimitedStatement of Financial Position

In Taka Note 31 December 2014 31 December 2013

AssetsProperty, plant and equipment 7 3,799,146,712 3,384,489,286Investments 8 1,799,058,949 1,846,292,287Intangible assets 825,571 1,358,905Non-current assets 5,599,031,232 5,232,140,478

Inventories 10 2,961,175,971 2,553,330,342Trade and other receivables 11 5,802,572,938 5,796,239,556Advances, deposits and prepayments 12 700,887,177 728,000,934Cash and cash equivalents 13 462,525,465 384,201,664Current assets 9,927,161,551 9,461,772,496Total assets 15,526,192,783 14,693,912,974

EquityShare capital 14 343,944,021 285,820,824Share premium 15 351,340,343 333,302,465Reserves 16 1,049,866,633 1,005,465,390Retained earnings 4,861,534,405 4,012,663,572Total equity 6,606,685,402 5,637,252,251

LiabilitiesEmployee benefits 17 441,858,763 340,664,767Other non-current liabilities 18 56,114,163 519,789,367Deferred tax liabilities 19 62,743,398 94,711,720Non-current liabilities 560,716,324 955,165,854

Bank overdraft 20 427,836,789 741,441,244Loans and borrowings 21 5,916,571,029 5,059,890,494Trade and other payables 22 1,624,157,078 1,833,527,360Provision for tax 23 390,226,161 466,635,771Current liabilities 8,358,791,057 8,101,494,869Total liabilities 8,919,507,381 9,056,660,723Total equity and liabilities 15,526,192,783 14,693,912,974

The annexed notes 1 to 40 form an integral part of these financial statements.

As per our report of same date.


Advanced Chemical Industries LimitedStatement of Profit or Loss


For the year ended 31 DecemberIn Taka Note 2014 2013

Revenue 24 12,318,723,190 10,683,600,712Cost of sales 25 (7,147,881,434) (6,426,070,148)Gross profit 5,170,841,756 4,257,530,564Administrative, selling and distribution expenses 26 (3,468,192,050) (3,031,647,932)Other income 27 82,582,624 137,591,248Operating profit 1,785,232,330 1,363,473,880Investment impairment provision 8 (150,000,000) -Net finance costs 28 (296,400,829) (295,776,400)Profit before contribution to WPPF 1,338,831,501 1,067,697,480Contribution to WPPF (66,941,575) (53,384,874)Profit before tax 1,271,889,926 1,014,312,606Income tax expense: 29

Current tax (358,255,364) (258,442,537)Deferred tax income/(expense) 37,079,047 8,317,837

(321,176,317) (250,124,700)Profit after tax 950,713,609 764,187,906

Earnings per share 30Basic earnings per share 27.65 22.27Diluted earnings per share 27.47 22.18







Advanced Chemical Industries LimitedStatement of Profit or Loss and other Comprehensive Income


Profit after tax 950,713,609 764,187,906

Other comprehensive income:Change in fair value of available-for-sale financial assets 51,107,250 (32,811,059)Income tax on other comprehensive income (5,110,725) 3,281,106Gain on amalgamation* 197,510,510 -Total other comprehensive income, net of tax 243,507,035 (29,529,953)

Total comprehensive income 1,194,220,644 734,657,953

*This arises from the amalgamation of Apex Leathercraft Ltd. with Advanced Chemical Industries Ltd.on 3 December 2014.







Adva

nced

Chem

ical

Indu

strie

sLi

mite

dStatementofChangesinEquity

Shar

eSh

are

Capi

tal

Avai

labl

efo

rsa

leRe

valu

atio

nRe

tain

edTo

tal

InTaka

capi

tal

prem

ium

rese

rve

rese

rve

surp

lus

earn

ings

equi

ty

Balanceat1January2013

237,

738,

330

321,

892,

801

1,67

1,38

614

0,86

0,04

389

4,62

1,95

93,

484,

501,

642

5,08

1,28

6,16

1Totalcomprehensiveincome

Prof

itaf

ter

tax

--

--

-76

4,18

7,90

676

4,18

7,90

6To

talo

ther

com

preh

ensi

vein

com

e-

net

ofta

x-

--

(29,

529,

954)

--

(29,

529,

954)

Totalcomprehensiveincome

--

-(2

9,52

9,95

4)-

764,

187,

906

734,

657,

952

Contributionsanddistributions

Conv

ersi

onof

bond

into

equi

ty44

5,69

0-

--

--

445,

690

Shar

epr

emiu

m-

11,4

09,6

64-

--

-11

,409

,664

Issu

ance

ofbo

nus

shar

es47

,636

,804

--

--

(47,

636,

804)

-D

ivid

ends

paid

--

--

-(1

90,5

47,2

16)

(190

,547

,216

)Totaltransactionswithownersofthecompany

48,0

82,4

9411

,409

,664

--

-(2

38,1

84,0

20)

(178

,691

,862

)Transactionsrecognizeddirectlyinequity

Real

izat

ion

ofre

valu

atio

nre

serv

e-

--

-(2

,158

,044

)2,

158,

044

-Totaltransactionsrecognizeddirectlyinequity

--

--

(2,1

58,0

44)

2,15

8,04

4-

Balanceat31December2013

285,

820,

824

333,

302,

465

1,67

1,38

611

1,33

0,08

989

2,46

3,91

54,

012,

663,

572

5,63

7,25

2,25

1

Shar

eSh

are

Capi

tal

Avai

labl

efo

rsa

leRe

valu

atio

nRe

tain

edTo

tal

InTaka

capi

tal

prem

ium

rese

rve

rese

rve

surp

lus

earn

ings

equi

ty


285,

820,

824

333,

302,

465

1,67

1,38

611

1,33

0,08

989

2,46

3,91

54,

012,

663,

572

5,63

7,25

2,25


Prof

itaf

ter

tax

--

--

-95

0,71

3,60

995

0,71

3,60

9To

talo

ther

com

preh

ensi

vein

com

e-

net

ofta

x-

--

45,9

96,5

25-

-45

,996

,525


--

-45

,996

,525

-95

0,71

3,60

999

6,71

0,13

4Contributionsanddistributions

Conv

ersi

onof

bond

into

equi

ty79

6,86

0-

--

--

796,

860

Shar

epr

emiu

m-

18,0

37,8

78-

18,0

37,8

78Is

suan

ceof

bonu

ssh

ares

57,3

23,5

37-

--

-(5

7,32

3,53

7)-

Issu

ance

ofsh

ares

for

amal

gam

atio

n2,

800

--

--

-2,

800

Gai

non

amal

gam

atio

n-

--

--

197,

510,

510

197,

510,

510

Div

iden

dspa

id-

--

--

(243

,625

,031

)(2

43,6

25,0

31)

Totaltransactionswithownersofthecompany

58,1

23,1

9718

,037

,878

--

-(1

03,4

38,0

58)

(27,

276,

983)

Transactionsrecognizeddirectlyinequity

Real

izat

ion

ofre

valu

atio

nre

serv

e-

--

-(1

,595

,282

)1,

595,

282

-Totaltransactionsrecognizeddirectlyinequity

--

--

(1,5

95,2

82)

1,59

5,28

2-


343,

944,

021

351,

340,

343

1,67

1,38

615

7,32

6,61

489

0,86

8,63

34,

861,

534,

405

6,60

6,68

5,40

2

Theannexednotes1to40formanintegralpartofthesefinancialstatements.

For

the

year

ende

d31

Dec

embe

r20

13

For

the

year

ende

d31

Dec

embe

r20

14

Advanced Chemical Industries LimitedStatement of Cash Flows


For the year ended 31 DecemberIn Taka 2014 2013

Cash flows from operating activitiesCash received from customers 12,574,405,294 10,384,833,297Cash received from other income 15,670,279 18,290,369

12,590,075,573 10,403,123,666

Cash received/(paid) from/(for):Other receivables 28,938,783 (38,755,147)Purchase of inventory (7,469,705,323) (6,555,983,706)Operating expenses (3,337,753,149) (2,923,209,985)Other creditors (6,923,096) 66,068,471Payment for WPPF (36,777,772) (27,346,823)Advances, deposits and prepayments (149,400,157) 103,132,074

(10,971,620,714) (9,376,095,116)Cash generated from operations 1,618,454,859 1,027,028,550

Finance costs (272,011,743) (275,980,149)Income tax expense (280,723,692) (199,524,010)

(552,735,435) (475,504,159)Net cash from operating activities 1,065,719,424 551,524,391

Cash flows from investing activitiesAcquisition of property, plant and equipment (264,177,899) (124,037,084)Payments for capital work in progress (101,436,791) (405,725,906)Sale proceeds from property, plant and equipment 5,189,954 4,586,741Dividend received 63,021,168 63,021,168Investment (76,237,372) (36,905,576)Net cash (used) in investing activities (373,640,940) (499,060,657)

Cash flows from financing activitiesInter-company debts received/(paid) (577,108,638) 145,151,341Dividends paid (235,967,127) (185,992,855)Payment for finance lease (888,385) (761,580)Payment for redemption of Zero Coupon Bonds (219,434,948) (203,425,516)Short-term bank loan received 894,740,288 821,307,836Long-term bank loan (paid)/received (161,491,418) 226,653,261Net cash (used)/from financing activities (300,150,228) 802,932,487

Net increase in cash and cash equivalents 391,928,256 855,396,221Cash and cash equivalents at 1 January (357,239,580) (1,212,635,801)Cash and cash equivalents at 31 December 34,688,676 (357,239,580)

Closing balance representsCash and cash equivalents 462,525,465 384,201,664Bank overdraft (427,836,789) (741,441,244)

34,688,676 (357,239,580)


Advanced Chemical Industries LimitedConsolidated Statement of Financial Position

In Taka Note 31 December 2014 31 December 2013

AssetsProperty, plant and equipment 7(a) 8,112,567,981 7,716,361,670Investments 8(a) 931,255,152 766,291,205Biological assets 5,395,070 -Intangible assets 9(a) 33,559,214 74,434,629Non-current assets 9,082,777,417 8,557,087,504

Inventories 10(a) 6,177,345,732 5,388,656,883Trade and other receivables 11(a) 4,053,338,744 3,896,139,716Advances, deposits and prepayments 12(a) 1,728,588,712 1,511,756,213Cash and cash equivalents 13(a) 966,996,727 801,850,966Current assets 12,926,269,915 11,598,403,778Total assets 22,009,047,332 20,155,491,282

EquityShare capital 343,944,021 285,820,824Share premium 351,340,343 333,302,465Reserves 16(a) 1,420,482,845 1,624,621,785Retained earnings 2,021,838,686 1,548,580,887Equity attributable to the owners of the company 4,137,605,895 3,792,325,961Non-controlling interest 136,592,850 248,088,826Total equity 4,274,198,745 4,040,414,787

LiabilitiesEmployee benefits 17(a) 455,997,727 353,101,757Other non-current liabilities 18(a) 1,051,592,449 1,643,051,082Deferred tax liabilities 281,461,770 316,345,060Non-current liabilities 1,789,051,946 2,312,497,899

Bank overdraft 20(a) 818,454,318 1,158,146,135Loans and borrowings 21(a) 11,195,147,962 9,092,162,879Trade and other payables 22(a) 3,010,184,390 2,679,923,623Provision for tax 23(a) 922,009,971 872,345,959Current liabilities 15,945,796,641 13,802,578,596Total liabilities 17,734,848,587 16,115,076,495Total equity and liabilities 22,009,047,332 20,155,491,282









Revenue 24(a) 25,821,967,586 22,167,421,731Cost of sales 25(a) (17,771,157,148) (15,569,844,148)Gross profit 8,050,810,438 6,597,577,583Administrative, selling and distribution expenses 26(a) (5,676,681,463) (4,754,846,786)Other income 27(a) 84,031,881 64,333,022Operating profit 2,458,160,856 1,907,063,819Share of profit of equity accounted investees 100,124,297 56,856,441

2,558,285,153 1,963,920,260Net Finance costs 28(a) (1,401,354,696) (1,326,814,390)Profit before contribution to WPPF 1,156,930,457 637,105,870Contribution to WPPF (97,899,765) (77,151,122)Profit before tax 1,059,030,692 559,954,748Income tax expense: 29(a)

Current tax (619,894,364) (470,029,531)Deferred tax income/(expense) 39,978,849 13,314,265

(579,915,515) (456,715,266)Profit after tax 479,115,177 103,239,482

Profit attributable to:Equity holders of the company 573,451,642 203,681,693Non-controlling interests (94,336,465) (100,442,211)Profit 479,115,177 103,239,482

Earnings per share 30(a)Basic earnings per share 16.68 5.94Diluted earnings per share 16.58 5.94


Advanced Chemical Industries LimitedConsolidated Statement of Profit or Loss





Advanced Chemical Industries LimitedConsolidated Statement of Profit or Loss and other Comprehensive Income



Net profit after tax 479,115,177 103,239,482

Other comprehensive income:Change in fair value of available-for-sale financial assets 50,955,606 (32,811,060)Income tax on other comprehensive income (5,095,561) 3,281,106Elimination of goodwill due to amalgamation (49,261,574) -Total other comprehensive income, net of tax (3,401,529) (29,529,954)

Total comprehensive income 475,713,648 73,709,528

Profit attributable to:Equity holders of the company 531,121,334 174,151,739Non-controlling interests (94,311,693) (100,442,211)Profit 436,809,641 73,709,528







Adva

nced

Chem

ical

Indu

strie

sLi

mite

dConsolidatedStatementofChangesinEquity

AttributabletoowneroftheCompany

Shar

eSh

are

Capi

tal

Avai

labl

efo

rRe

valu

atio

nRe

tain

edNo

n-co

ntro

lling

Tota

lInTaka

capi

tal

prem

ium

rese

rve

sale

rese

rve

surp

lus

earn

ings

Tota

lin

tere

steq

uity


237,

738,

330

321,

892,

801

1,67

1,38

614

0,86

0,04

31,

513,

778,

354

1,58

0,92

5,17

03,

796,

866,

084

358,

514,

398

4,15

5,38

0,48

2To

talc

ompr

ehen

sive

inco

me

Netp

rofit

afte

rtax

203,

681,

693

203,

681,

693

(100

,442

,211

)10

3,23

9,48

2To

talo

ther

com

preh

ensiv

ein

com

e-ne

toft

ax-

(29,

529,

954)

-(2

9,52

9,95

4)-

(29,

529,

954)


--

-(2

9,52

9,95

4)-

203,

681,

693

174,

151,

739

(100

,442

,211

)73

,709

,528


Conv

ersio

nof

bond

into

equi

ty44

5,69

044

5,69

044

5,69

0Sh

are

prem

ium

11,4

09,6

6411

,409

,664

11,4

09,6

64Is

suan

ceof

bonu

ssh

ares

47,6

36,8

04(4

7,63

6,80

4)-

-Di

viden

dspa

id(1

90,5

47,2

16)

(190

,547

,216

)(5

2,29

3,36

1)(2

42,8

40,5

77)

Capi

talp

aid

byno

nco

ntro

lling

inte

rest

-42

,310

,000

42,3

10,0

00Totaltransactionswithownersofthecompany

48,0

82,4

9411

,409

,664

--

-(2

38,1

84,0

20)

(178

,691

,862

)(9

,983

,361

)(1

88,6

75,2

23)

Transactionsrecognizeddirectlyinequity

Real

izatio

nof

reva

luat

ion

rese

rve

(2,1

58,0

44)

2,15

8,04

4-

--

Totaltransactionsrecognizeddirectlyinequity

--

--

(2,1

58,0

44)

2,15

8,04

4-

--


285,

820,

824

333,

302,

465

1,67

1,38

611

1,33

0,08

91,

511,

620,

310

1,54

8,58

0,88

73,

792,

325,

961

248,

088,

826

4,04

0,41

4,78

7

Fort

heye

aren

ded

31De

cem

ber2

013

AttributabletoowneroftheCompany

Shar

eSh

are

Capi

tal

Avai

labl

efo

rRe

valu

atio

nRe

tain

edNo

n-co

ntro

lling

Tota

lInTaka

capi

tal

prem

ium

rese

rve

sale

rese

rve

surp

lus

earn

ings

Tota

lin

tere

steq

uity


285,

820,

824

333,

302,

465

1,67

1,38

611

1,33

0,08

91,

511,

620,

310

1,54

8,58

0,88

73,

792,

325,

961

248,

088,

826

4,04

0,41

4,78


Netp

rofit

afte

rtax

573,

451,

642

573,

451,

642

(94,

336,

465)

479,

115,

177

Tota

loth

erco

mpr

ehen

sive

inco

me-

neto

ftax

-45

,877

,359

-(4

9,26

1,57

4)(3

,384

,215

)(1

7,31

3)(3

,401

,528

)Totalcomprehensiveincome

--

-45

,877

,359

-52

4,19

0,06

857

0,06

7,42

7(9

4,35

3,77

8)47

5,71

3,64

9Contributionsanddistributions

Conv

ersio

nof

bond

into

equi

ty79

6,86

0-

--

--

796,

860

-79

6,86

0Sh

are

prem

ium

-18

,037

,878

--

--

18,0

37,8

78-

18,0

37,8

78Is

suan

ceof

bonu

ssh

ares

57,3

23,5

37-

--

-(5

7,32

3,53

7)-

--

Issu

ance

ofsh

ares

fora

mal

gam

atio

n2,

800

--

--

-2,

800

-2,

800

Divid

ends

paid

(243

,625

,031

)(2

43,6

25,0

31)

(52,

312,

238)

(295

,937

,269

)Ca

pita

lpai

dby

non

cont

rollin

gin

tere

st-

--

--

--

35,1

70,0

4035

,170

,040

Totaltransactionswithownersofthecompany

58,1

23,1

9718

,037

,878

--

(300

,948

,568

)(2

24,7

87,4

93)

(17,

142,

198)

(241

,929

,691

)Transactionsrecognizeddirectlyinequity

Real

izatio

nof

reva

luat

ion

rese

rve

(250

,016

,299

)25

0,01

6,29

9-

--

Totaltransactionsrecognizeddirectlyinequity

--

--

(250

,016

,299

)25

0,01

6,29

9-

--


343,

944,

021

351,

340,

343

1,67

1,38

615

7,20

7,44

81,

261,

604,

011

2,02

1,83

8,68

64,

137,

605,

895

136,

592,

850

4,27

4,19

8,74

5Theannexednotes1to40formanintegralpartofthesefinancialstatements.

Fort

heye

aren

ded

31De

cem

ber2

014

Advanced Chemical Industries LimitedConsolidated Statement of Cash Flows




25,693,121,535 21,831,864,861Cash received/(paid) from/(for):

Other receivables 27,410,523 (41,865,633)Purchase of inventory (17,928,108,772) (15,777,091,308)Operating expenses (5,462,859,415) (4,549,674,189)Other creditors (4,501,561) 61,556,244Payment for WPPF (86,415,964) (33,619,170)Advances, deposits and prepayments (274,369,625) 21,428,479

(23,728,844,814) (20,319,265,577)Cash generated from operations 1,964,276,721 1,512,599,284

Finance costs (1,376,603,665) (1,302,925,797)Income tax expense (538,822,852) (364,296,479)

(1,915,426,517) (1,667,222,276)Net cash from operating activities 48,850,204 (154,622,992)

Cash flows from investing activitiesAcquisition of property, plant and equipment (438,387,682) (239,896,389)Payments for capital work in progress (384,123,944) (555,892,891)Sale proceeds from property, plant and equipment 5,189,954 4,586,741Dividend received 2,855,906 -Investment (23,802,053) (17,043,930)Net cash used in investing activities (838,267,819) (808,246,469)

Cash flows from financing activitiesPayment to non-controlling interest (51,446,746) (51,627,604)Inter-company debts received/(paid) (43,810,920) (1,630,375)Dividend paid (235,967,127) (185,992,855)Issue of shares 35,160,160 42,310,000Payment for finance lease (11,645,514) (9,885,217)Payment for redemption of Zero Coupon Bonds (219,434,948) (203,425,516)Short-term bank loan received 2,322,368,422 1,040,192,148Long-term bank loan received (500,968,134) 812,712,666Net cash from financing activities 1,294,255,193 1,442,653,247

Net increase in cash and cash equivalents 504,837,578 479,783,786Cash and cash equivalents at 1 January (356,295,169) (836,078,955)Cash and cash equivalents at 31 December 148,542,409 (356,295,169)

Closing balance representsCash and cash equivalents 966,996,727 801,850,966Bank overdraft (818,454,318) (1,158,146,135)

148,542,409 (356,295,169)



Advanced Chemical Industries LimitedNotes to the Financial Statements

as at and for the year ended 31 December 2014

1. Reporting entity

1.1 Company profileAdvanced Chemical Industries Limited (ACI Limited) is a public limited company incorporated inBangladesh on 24 January 1973 as ICI Bangladesh Manufacturers Limited. The registered officeof the Company is situated in Dhaka. The consolidated financial statements of the Company as atand for the year ended 31 December 2014 comprise the Company's and its subsidiaries (togetherreferred to as the "Group" and individually as "Group entities") and the Group's interest inassociates and jointly controlled entities.

The Company is listed with Dhaka Stock Exchange Limited (DSE) and Chittagong Stock ExchangeLimited (CSE).

1.2 Nature of businessThe Group primarily is involved in manufacturing of pharmaceuticals, consumer brands, animalhealth products and marketing them along with fertilizer, seeds and other agricultural items.

1.3 Description of subsidiaries

1.3.1 ACI Formulations LimitedThe company was incorporated on 29 October 1995 as a private limited company under theCompanies Act 1994. The principal activities of the company are manufacturing and marketing ofa number of agrochemical and consumer products. The Company is a publicly listed companywith Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited.

1.3.2 ACI Salt LimitedThe company was incorporated on 13 June 2004 as a private limited company under theCompanies Act 1994. The principal activity of the company is manufacturing and marketing ofedible branded salt.

1.3.3 ACI Foods LimitedThe company was incorporated on 14 September 2006 as a private limited company under theCompanies Act 1994. The main objectives of the company are manufacturing, processing andmarketing of different food items including spices and different snack items.

1.3.4 ACI Pure Flour LimitedThe company was incorporated on 29 August 2006 as a private limited company under theCompanies Act 1994. The main objectives of the company are to carry on the business of milling,processing, packaging and marketing of wheat flour products.


1.3.5 Flyban Insecticides Limited

The company was incorporated on 5 October 1991 as a private limited company under theCompanies Act 1994. The company's main function was to manufacture and sale of mosquito coil.There was no business operation of the company during the year under review.

1.3.6 ACI Agrochemicals Limited

The company was incorporated on 4 July 2006 as a private limited company under theCompanies Act 1994. The main objectives of the company are to carry on the business ofmanufacturing, formulating and packaging of pesticide, fertilizer, plant nutrient, animal food andother nutrient products. The company is yet to start its commercial operation.

1.3.7 ACI Motors Limited

The company was incorporated on 11 December 2007 as a private limited company under theCompanies Act 1994. The main objectives of the company are to carry on the business of buying,selling, importing and assembling of vehicles for both agricultural and non-agricultural useincluding other agricultural equipment and supplying of spare parts and providing service facilitiesfor these vehicles and equipment.

1.3.8 Creative Communication Limited

The company was incorporated on 2 September 2007 as a private limited company under theCompanies Act 1994. The principal activities of the company are managing media solutions andsimilar services for different clients including television commercials and other advertisement andpromotion related activities.

1.3.9 Premiaflex Plastics Limited

The company was incorporated on 11 June 2007 as a private limited company under theCompanies Act 1994. The main objectives of the company are to carry out the business ofmanufacturing and marketing of plastic products, flexible printing and other ancillary businessassociated with plastic and flexible printing. The Company commenced its commercial productionfrom 1 December 2008.

1.3.10 ACI Logistics Limited

The company was incorporated on 29 April 2008 as a private limited company under theCompanies Act 1994. The main objective of the company is to set-up nationwide retail outlets inorder to facilitate the improvement in goods marketing efficiency and to provide a modern selfservice shopping option to customers.

1.3.11 ACI Edible Oils Limited

The company was incorporated on 13 December 2010 as a private limited company under theCompanies Act 1994. The main objective of the company is to carry out the business asmanufacturing as well as trading of all kinds of crude and refined edible oils, edible fats, foodgrade chemicals, cleansing materials, preservatives and other allied food products.


1.3.12 ACI HealthCare Limited

The company was incorporated on 18 February 2013 as a public limited company under theCompanies Act 1994. The principal activities of the company are to be manufacturing andmarketing of pharmaceutical products for regulated markets. The company is yet to start itscommercial operation.

1.3.13 ACI Chemicals Limited

The company was incorporated on 26 November 2013 as a private limited company under theCompanies Act 1994. The main objective of the company is to represent foreign and localprincipals and market and promote their products and process and engage in the service ofindenting on their behalf.

2. Basis of accounting

2.1 Statement of complianceThe consolidated financial statements have been prepared in accordance with BangladeshAccounting Standards (BASs), Bangladesh Financial Reporting Standards (BFRSs), the CompaniesAct 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.

2.2 Date of authorisationThe consolidated financial statements as well as separate financial statements were authorized bythe Board of Directors on 29 April 2015 for publication.

3 Functional and presentational currency

These financial statements are presented in Bangladesh Taka (Taka/TK/BDT), which is bothfunctional and presentation currency of the Company. The amounts in these financial statementshave been rounded off to the nearest Taka.

Details of the Company's accounting policies are included in Notes 38 and 39.

4 Use of estimates and judgments

In preparing these financial statements, management has made judgment, estimates andassumptions that affect the application of accounting policies and the reported amounts of assets,liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revision to estimatesare recognised prospectively.

Information about assumptions and estimation uncertainties that have a significant risk ofresulting in a material adjustment in the year ended 31 December 2014 is included in thefollowing notes:

Note 7 Property, plant and equipmentNote 10 InventoriesNote 11 Trade and other receivablesNote 17 Employee benefitsNote 19 Deferred tax liabilitiesNote 23 Provision for tax

When measuring the fair value of an asset or a liability, the Company uses market observabledata as far as possible. Fair values are categorised into different levels in a fair value hierarchybased on the inputs used in the valuation techniques as follows:

■ Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities.

■ Level 2 : inputs other than quoted prices included in Level 1 that are observable for theasset or liability, either directly (i.e. as prices) or indirectly (i.e. derived fromprices).

■ Level 3 : inputs for the asset or liability that are not based on observable market data(unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability might be categorised indifferent levels of the fair value hierarchy, then the fair value measurement is categorised in itsentirety in the same level of the fair value hierarchy as the lowest level input that is significant tothe entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of thereporting period during which the change has occurred.

5 Reporting periodThe financial period of the companies other than the following two associates covers one yearfrom 1 January to 31 December and is followed consistently.

Financial periods of two associates are:

Stochastic Logic Limited From 1 August to 31 JulyAsian Consumer Care (Pvt.) Limited From 1 April to 31 March

The figures involved in the aforesaid two associated companies up to 31 December 2014 from theend of their accounting years are considered to be immaterial to these financial statements.


6 Operating segments

(i) Basis for segmentationAn operating segment is a component of the Company that engages in business activities fromwhich it may earn revenues and incur expenses, including revenues and expenses that relate totransactions with any of the Company's other components. However, a segment is adistinguishable component of the Company that is engaged either in providing related products orservices (business segment), or in providing products or services within a particular economicenvironment (geographical segment), which is subject to risks and rewards that are differentfrom those of other segments. The Company's primary format for segment is based on businesssegments.

All operating segments' operating results are reviewed regularly by the Company's managingdirector to make decisions about resources to be allocated to the segment and to assess itsperformance, and for which discrete financial information is available. Segment results that arereported to the managing director include items directly attributable to a segment as well asthose that can be allocated on a reasonable basis.

The business described below as part of segment analysis of units analyzed for the criteria ofreportable segments as specified in Bangladesh Financial Reporting Standard 8: OperatingSegments.

Pharmaceuticals: Involves in manufacturing and marketing of health care products in home andabroad.

Consumer Brands: Involves in marketing and distributing of consumer products.

Animal Health: Involves in manufacturing and distributing of veterinary and fisheries products.

Crop Care and Public Health: Involves in manufacturing and marketing of crop protection items.

ACI Motors: Involves in the business of buying and selling of agricultural equipment.

ACI Pure Flour: Involves in milling, processing, packaging and marketing of wheat flour products.

Retail Chain: Involves in facilitating the improvement in goods marketing efficiency and toprovide a modern self-service shopping option to customers.

Premiaflex Plastics: Involves in manufacturing, processing and marketing of plastic products athome.



Reportablesegments

Cons

umer

Crop

Care

and

Total

report

able

InTaka

Pharm

aceu

ticals

Anim

alHe

alth

Bran

dsPu

blicH

ealth

ACIM

otors

ACIP

ureF

lour

Retai

lCha

inAC

ISalt

ACIF

oods

Premi

aflex

segm

ents

Unall

ocate

dTo

tal

Exter

nalr

even

ue5,7

44,01

2,657

1,669

,138,2

733,5

86,61

9,853

1,577

,973,7

081,8

69,36

4,121

2,533

,139,2

583,9

83,03

3,669

1,338

,271,7

9163

6,642

,969

1,400

,707,5

8024

,338,9

03,87

91,4

83,06

3,707

25,82

1,967

,586

Intra

-segm

entr

even

ue30

,121,3

2411

,106,7

3012

1,885

,462

213,5

13,50

837

6,627

,024

(376

,627,0

24)

-

Segmentrevenue

5,744

,012,6

571,6

69,13

8,273

3,586

,619,8

531,5

77,97

3,708

1,869

,364,1

212,5

63,26

0,582

3,983

,033,6

691,3

49,37

8,521

758,5

28,43

11,6

14,22

1,088

24,71

5,530

,903

1,106

,436,6

8325

,821,9

67,58

6

Depr

eciat

ionan

damo

rtiza

tion

188,7

73,29

619

,164,4

5437

,164,4

5022

,588,2

393,0

61,82

824

,059,2

8411

1,171

,034

78,05

2,383

17,40

2,693

51,56

1,082

552,9

98,74

347

,311,4

8060

0,310

,223

Opera

tinge

xpen

ses

1,906

,776,4

5435

9,229

,441

820,4

97,58

732

8,859

,252

248,1

39,18

716

2,784

,110

960,1

28,67

917

5,046

,103

175,3

68,77

751

,743,4

685,1

88,57

3,058

487,2

75,93

95,6

75,84

8,997

Finan

ceco

sts13

1,690

,887

26,17

2,193

101,2

81,15

340

,576,5

8393

,425,2

0112

,156,3

9261

3,947

,686

94,61

8,985

149,2

22,24

293

,848,4

681,3

56,93

9,790

44,05

2,958

1,400

,992,7

48

Segmentprofit/(loss)

beforetax

1,256

,614,0

7313

4,953

,593

118,2

25,83

323

4,631

,409

170,3

54,06

510

7,638

,943

(1,01

1,845

,985)

68,98

9,126

(160

,411,2

42)

151,9

21,36

81,0

71,07

1,183

(8,99

9,106

)1,0

62,07

2,077

Segmentassets

3,968

,490,1

961,2

33,64

1,046

2,306

,805,9

641,9

28,25

4,808

1,815

,912,1

9167

0,258

,534

2,433

,580,8

271,2

79,21

9,620

443,6

24,88

61,5

58,30

5,051

17,63

8,093

,123

4,353

,350,5

0221

,991,4

43,62

5

Segmentliabilities

902,5

65,25

435

6,349

,932

851,7

11,91

267

8,044

,968

1,485

,376,9

1739

4,650

,770

6,543

,689,2

5388

1,178

,023

1,493

,627,6

371,0

39,97

4,999

14,62

7,169

,665

2,351

,942,8

3116

,979,1

12,49

6

Info

rmat

ionre

lated

toea

chre

porta

blese

gmen

tiss

etou

tbelo

w.Se

gmen

tpro

fitbe

fore

tax

isus

edto

mea

sure

perfo

rman

cebe

caus

em

anag

emen

tbeli

eves

that

this

info

rmat

ionis

the

mos

trele

vant

inev

aluat

ing

the

resu

ltsof

the

resp

ectiv

ese

gmen

tsre

lative

toot

here

ntiti

esth

atop

erat

ein

the

sam

ein

dust

ries.

(ii)Informationaboutreportablesegments

2014

Reportablesegments

Cons

umer

Crop

Care

and

Total

report

able

InTaka

Pharm

aceu

ticals

Anim

alHe

alth

Bran

dsPu

blicH

ealth

ACIM

otors

ACIP

ureF

lour

Retai

lCha

inAC

ISalt

ACIF

oods

Premi

aflex

segm

ents

Unall

ocate

dTo

tal

Exter

nalr

even

ue4,9

75,66

8,245

1,271

,620,1

703,3

50,51

5,901

1,163

,673,3

161,4

01,11

0,707

2,648

,481,6

063,1

99,72

9,767

1,153

,976,8

6357

5,253

,826

1,279

,063,4

3421

,019,0

93,83

51,1

48,32

7,896

22,16

7,421

,731

Intra

-segm

entr

even

ue16

,451,1

859,4

17,08

550

,527,6

7913

4,338

,310

210,7

34,25

9(2

10,73

4,259

)-

Segmentrevenue

--

Depr

eciat

ionan

damo

rtiza

tion

168,1

00,64

516

,946,2

6634

,149,8

2922

,454,9

491,3

70,95

124

,813,8

2092

,203,8

2077

,153,4

4417

,785,6

8241

,718,9

2449

6,698

,330

34,82

3,696

531,5

22,02

6

Opera

tinge

xpen

ses

1,767

,139,5

4827

1,498

,541

754,1

20,36

628

7,411

,080

189,0

65,00

914

2,380

,557

732,1

26,11

213

8,526

,454

144,3

73,22

736

,191,9

104,4

62,83

2,804

292,0

13,98

24,7

54,84

6,786

Finan

ceco

sts13

1,413

,454

26,11

7,056

101,9

99,60

954

,165,4

404,9

72,68

437

,549,9

4554

0,805

,077

118,4

92,66

615

8,300

,341

106,9

50,24

41,2

80,76

6,516

46,04

7,874

1,326

,814,3

90

Segmentprofit/(loss)

beforetax

785,3

85,14

194

,484,9

2198

,051,5

2913

1,942

,332

130,4

35,90

713

2,910

,394

(832

,994,2

92)

44,71

5,066

(165

,273,5

04)

101,6

46,57

452

1,304

,068

38,65

0,680

559,9

54,74

8

Segmentassets

3,805

,204,4

501,0

46,12

3,991

2,699

,017,8

311,6

95,21

6,109

1,604

,643,4

4872

5,003

,621

1,900

,962,4

781,4

18,00

6,937

352,3

10,18

41,4

02,46

4,943

16,64

8,953

,992

3,402

,715,7

5220

,051,6

69,74

4

Segmentliabilities

1,094

,492,4

8637

2,493

,040

1,009

,450,0

9545

0,769

,018

1,384

,233,8

5250

3,858

,406

4,998

,702,9

431,1

86,32

5,370

1,244

,173,7

0398

3,906

,504

13,22

8,405

,417

2,782

,849,5

4016

,011,2

54,95

7

2013


Plan

tand

Furn

iture

and

Elec

trica

land

Offic

eUn

der

InTaka

Note

Land

Build

ing

Mac

hine

ryfix

ture

othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

Cost

Bala

nce

at1

Janu

ary

2013

378,

580,

685

354,

209,

638

1,02

5,34

0,61

481

,499

,108

60,1

93,1

3734

,504

,185

127,

505,

329

889,

671,

313

2,95

1,50

4,00

9Ad

ditio

ns1,

230,

000

-2,

184,

231

10,9

80,3

0726

,548

,467

6,42

2,46

776

,251

,612

405,

725,

906

529,

342,

990

Tran

sfer

427,

681,

028

27,0

48,7

8423

8,47

4,78

215

,875

,153

1,06

0,70

2-

-(7

10,1

40,4

49)

-Di

spos

als

(379

,549

,373

)-

--

(131

,652

)-

(1,7

32,3

98)

(381

,413

,423

)Balanceat31December2013

427,

942,

340

381,

258,

422

1,26

5,99

9,62

710

8,35

4,56

887

,670

,654

40,9

26,6

5220

2,02

4,54

358

5,25

6,77

03,

099,

433,

576

Bala

nce

at1

Janu

ary

2014

427,

942,

340

381,

258,

422

1,26

5,99

9,62

710

8,35

4,56

887

,670

,654

40,9

26,6

5220

2,02

4,54

358

5,25

6,77

03,

099,

433,

576

Addi

tions

due

toam

alga

mat

ion

225,

000,

000

102,

336,

777

-11

,248

,179

16,9

04,0

68-

--

355,

489,

024

Addi

tions

78,3

31,3

00-

20,4

40,4

4615

,645

,366

33,3

62,8

828,

673,

382

112,

704,

023

101,

436,

791

370,

594,

190

Tran

sfer

178,

540

45,7

82,0

6423

9,00

8,98

627

4,50

017

5,00

0-

-(2

85,4

19,0

90)

-Di

spos

als

--

(517

,600

)-

(106

,963

)(2

38,7

50)

(2,8

48,9

25)

-(3

,712

,238


731,

452,

180

529,

377,

263

1,52

4,93

1,45

913

5,52

2,61

313

8,00

5,64

149

,361

,284

311,

879,

641

401,

274,

471

3,82

1,80

4,55

2

7.Property,plantandequipment

See

acco

untin

gpo

licy

inNo

te39

(I).

Plan

tand

Furn

iture

and

Elec

trica

land

Offic

eUn

der

InTaka

Note

Land

Build

ing

Mac

hine

ryfix

ture

othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

Revaluation

Bala

nce

at1

Janu

ary

2013

744,

081,

718

38,4

83,6

5456

,379

,485

3,81

4,91

83,

924,

343

2,22

7,18

847

,608

,423

-89

6,51

9,72

9Ad

ditio

ns-

--

--

--

--

Tran

sfer

--

--

--

--

-Di

spos

als

--

--

(185

,607

)-

(2,7

91,0

06)

-(2

,976

,613


744,

081,

718

38,4

83,6

5456

,379

,485

3,81

4,91

83,

738,

736

2,22

7,18

844

,817

,417

-89

3,54

3,11

6Ba

lanc

eat

1Ja

nuar

y20

1474

4,08

1,71

838

,483

,654

56,3

79,4

853,

814,

918

3,73

8,73

62,

227,

188

44,8

17,4

17-

893,

543,

116

Addi

tions

--

--

--

--

-Tr

ansf

er-

--

--

--

--

Disp

osal

s-

-(3

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)-

(45,

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-(2

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)-

(2,2

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744,

081,

718

38,4

83,6

5456

,375

,645

3,81

4,91

83,

693,

683

2,22

7,18

842

,665

,921

-89

1,34

2,72

7


Plan

tand

Furn

iture

and

Elec

trica

land

Offic

eUn

der

InTaka

Note

Land

Build

ing

Mac

hine

ryfix

ture

othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

Accumulateddepreciation-Cost

Bala

nce

at1

Janu

ary

2013

-12

,179

,540

214,

600,

968

21,2

88,8

3417

,525

,584

9,05

9,79

071

,735

,245

-34

6,38

9,96

1

Depr

ecia

tion

-10

,053

,814

134,

476,

687

10,1

65,0

397,

332,

223

4,34

7,45

637

,153

,562

-20

3,52

8,78

1

Disp

osal

s-

--

-(1

19,3

91)

-(1

62,2

77)

-(2

81,6

68)


-22

,233

,354

349,

077,

655

31,4

53,8

7324

,738

,416

13,4

07,2

4610

8,72

6,53

0-

549,

637,

074

Bala

nce

at1

Janu

ary

2014

-22

,233

,354

349,

077,

655

31,4

53,8

7324

,738

,416

13,4

07,2

4610

8,72

6,53

0-

549,

637,

074

Depr

ecia

tion

-11

,177

,401

147,

112,

214

12,0

75,2

2610

,415

,255

16,3

41,5

1948

,210

,610

-24

5,33

2,22

5

Addi

tions

due

toam

alga

mat

ion

-26

,973

,615

-5,

660,

733

10,3

67,6

33-

--

43,0

01,9

81

Disp

osal

s-

-(3

22,0

40)

-(9

4,21

0)(3

8,20

0)(8

37,2

44)

-(1

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,694

)


-60

,384

,370

495,

867,

829

49,1

89,8

3245

,427

,094

29,7

10,5

6515

6,09

9,89

6-

836,

679,

586

Plan

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Furn

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and

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land

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InTaka

Note

Land

Build

ing

Mac

hine

ryfix

ture

othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

LeasedAssets

Bala

nce

at1

Janu

ary

2013

--

--

--

17,0

67,4

93-

17,0

67,4

93Ad

ditio

ns-

--

--

--

--

Trans

ferred

topro

perty

,plan

tand

equip

ment

--

--

--

--

-Di

spos

als

--

--

--

(1,4

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00)

-(1

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--

--

--

15,6

22,4

93-

15,6

22,4

93Ba

lanc

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1Ja

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14-

--

--

-15

,622

,493

-15

,622

,493

Acqu

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--

--

--

--

-Ot

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--

--

--

--

-Tra

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--

--

--

--

Disp

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--

--

-(4

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(4,9

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--

--

--

10,6

42,9

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10,6

42,9

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Plan

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Note

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Build

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othe

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lianc

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nery

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truc

tion

Tota

l

Accumulateddepreciation-Revaluation

-Ba

lanc

eat

1Ja

nuar

y20

13-

1,92

4,18

217

,042

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1,50

7,76

51,

539,

236

819,

104

19,0

43,3

69-

41,8

76,0

86De

prec

iatio

n-

962,

091

8,61

9,42

975

5,21

571

0,63

140

9,73

98,

963,

483

-20

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,588

Tran

sfer

--

--

--

--

-Di

spos

als

--

--

(84,

937)

-(1

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,402

)-

(1,2

01,3

39)


-2,

886,

273

25,6

61,8

592,

262,

980

2,16

4,93

01,

228,

843

26,8

90,4

50-

61,0

95,3

35Ba

lanc

eat

1Ja

nuar

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14-

2,88

6,27

325

,661

,859

2,26

2,98

02,

164,

930

1,22

8,84

326

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-61

,095

,335

Depr

ecia

tion

-96

2,09

27,

879,

027

518,

688

593,

608

408,

740

8,53

3,07

4-

18,8

95,2

29Tr

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er-

--

--

--

--

Disp

osal

s-

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(30,

064)

(79)

(1,2

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-(1

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-3,

848,

365

33,5

39,6

732,

781,

668

2,72

8,47

41,

637,

504

34,1

32,2

96-

78,6

67,9

80

Plan

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Furn

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Elec

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land

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eUn

der

InTaka

Note

Land

Build

ing

Mac

hine

ryfix

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othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

Accumulateddepreciation-Leasedassets

Bala

nce

at1

Janu

ary

2013

--

--

--

13,9

24,4

89-

13,9

24,4

89De

prec

iatio

n-

--

--

-89

8,00

0-

898,

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Tran

sfer

--

--

--

--

-Di

spos

als

--

--

--

(1,4

44,9

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-(1

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--

--

--

13,3

77,4

90-

13,3

77,4

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Bala

nce

at1

Janu

ary

2014

--

--

--

13,3

77,4

90-

13,3

77,4

90De

prec

iatio

n-

--

--

-89

8,00

0-

898,

000

Tran

sfer

--

--

--

--

-Di

spos

als

--

--

--

(4,9

79,4

96)

-(4

,979

,496


--

--

--

9,29

5,99

4-

9,29

5,99

4

Gross-cost/revaluation

At31December2013

1,17

2,02

4,05

841

9,74

2,07

61,

322,

379,

112

112,

169,

486

91,4

09,3

9043

,153

,840

262,

464,

453

585,

256,

770

4,00

8,59

9,18

5At31December2014

1,47

5,53

3,89

856

7,86

0,91

71,

581,

307,

104

139,

337,

531

141,

699,

324

51,5

88,4

7236

5,18

8,55

540

1,27

4,47

14,

723,

790,

272

Accumulateddepreciation-cost/revaluation

At31December2013

-25

,119

,627

374,

739,

514

33,7

16,8

5326

,903

,346

14,6

36,0

8914

8,99

4,47

0-

624,

109,

899

At31December2014

-64

,232

,735

529,

407,

502

51,9

71,5

0048

,155

,568

31,3

48,0

6919

9,52

8,18

6-

924,

643,

560

Carryingamounts

At31December2013

1,17

2,02

4,05

839

4,62

2,44

994

7,63

9,59

878

,452

,633

64,5

06,0

4428

,517

,751

113,

469,

983

585,

256,

770

3,38

4,48

9,28

6At31December2014

1,47

5,53

3,89

850

3,62

8,18

21,

051,

899,

602

87,3

66,0

3193

,543

,756

20,2

40,4

0316

5,66

0,36

940

1,27

4,47

13,

799,

146,

712

Notes:

1.In

2010

,all

the

prop

erty

,pla

ntan

deq

uipm

ento

fthe

com

pany

wer

ere

valu

edby

the

inde

pend

entp

rofe

ssio

nalv

alue

rAs

ian

Surv

eyor

sLi

mite

d.Su

chre

valu

atio

nis

mad

ew

ithsu

fficie

ntre

gula

rity

toen

sure

that

carr

ying

amou

ntdo

esno

tdiff

erm

ater

ially

from

thei

rfai

rval

ue.

2.Fo

roffi

cem

achi

nery

equi

pmen

tuse

full

ifeha

sbe

ench

ange

dto

5ye

ars

from

10ye

ars.

Asa

resu

lt,de

prec

iatio

nha

sbe

enin

crea

sed

toBD

T16

,750

,259

from

BDT

5,39

2,50

0(a

spe

rpre

viou

ses

timat

ion)

.

3.Du

eto

amal

gam

atio

non

3De

cem

ber2

014

ofAp

exle

athe

rcra

ftw

ithAC

Ilim

ited

byth

eor

dero

fthe

hona

rabl

eHi

ghCo

urtD

ivisi

onof

the

Supr

eme

Cour

tofB

angl

ades

h,al

lthe

asse

tsof

Apex

leat

herc

raft

wer

etr

ansf

erre

dto

ACIL

imite

d's

book

s.


Plan

tand

Furn

iture

and

Elec

trica

land

Offic

eUn

der

InTaka

Note

Land

Build

ing

Mac

hine

ryfix

ture

othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

Cost

Bala

nce

at1

Janu

ary

2013

762,

792,

485

1,21

0,26

3,90

62,

975,

498,

752

424,

629,

808

212,

392,

471

202,

324,

132

183,

221,

657

916,

027,

131

6,88

7,15

0,34

2

Addi

tions

436,

014,

042

1,18

8,35

88,

562,

457

11,9

47,3

0728

,368

,077

7,40

3,70

676

,535

,917

654,

455,

740

1,22

4,47

5,60

4

Tran

sfer

427,

681,

028

45,0

71,0

2526

0,99

4,60

741

,764

,982

19,1

25,9

4413

,918

,683

-(8

08,5

56,2

69)

-

Disp

osal

s(3

79,5

49,3

73)

--

-(1

31,6

52)

-(1

,732

,398

)-

(381

,413

,423

)


1,24

6,93

8,18

21,

256,

523,

289

3,24

5,05

5,81

647

8,34

2,09

725

9,75

4,84

022

3,64

6,52

125

8,02

5,17

676

1,92

6,60

27,

730,

212,

523

Bala

nce

at1

Janu

ary

2014

1,24

6,93

8,18

21,

256,

523,

289

3,24

5,05

5,81

647

8,34

2,09

725

9,75

4,84

022

3,64

6,52

125

8,02

5,17

676

1,92

6,60

27,

730,

212,

523

Addi

tions

83,3

08,7

7961

8,83

031

,982

,105

16,9

06,2

7133

,895

,213

11,3

02,5

8613

5,24

7,16

069

0,19

3,39

21,

003,

454,

336

Tran

sfer

178,

540

63,0

15,1

2645

9,37

5,62

985

,770

,228

47,3

10,8

2989

,050

,856

-(7

44,7

01,2

08)

-

Disp

osal

s-

-(1

4,36

0,70

3)-

(106

,963

)(2

38,7

50)

(2,8

48,9

25)

-(1

7,55

5,34

1)


1,33

0,42

5,50

11,

320,

157,

245

3,72

2,05

2,84

758

1,01

8,59

634

0,85

3,91

932

3,76

1,21

339

0,42

3,41

170

7,41

8,78

68,

716,

111,

518

See

acco

untin

gpo

licy

inNo

te39

(I).

7(a)

ConsolidatedProperty,plantandequipment

Plan

tand

Furn

iture

and

Elec

trica

land

Offic

eUn

der

InTaka

Note

Land

Build

ing

Mac

hine

ryfix

ture

othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

Reva

luat

ion


1,55

5,03

0,63

682

,265

,271

83,5

25,0

557,

179,

208

9,80

3,81

84,

617,

813

50,7

56,1

50-

1,79

3,17

7,95

1

Addi

tions

--

--

--

--

-

Tran

sfer

--

--

--

--

-

Disp

osal

s-

--

-(1

85,6

07)

-(2

,791

,006

)-

(2,9

76,6

13)


1,55

5,03

0,63

682

,265

,271

83,5

25,0

557,

179,

208

9,61

8,21

14,

617,

813

47,9

65,1

44-

1,79

0,20

1,33

8

Bala

nce

at1

Janu

ary

2014

1,55

5,03

0,63

682

,265

,271

83,5

25,0

557,

179,

208

9,61

8,21

14,

617,

813

47,9

65,1

44-

1,79

0,20

1,33

8

Addi

tions

--

--

--

--

-

Tran

sfer

--

--

--

--

Disp

osal

s-

-(3

,840

)-

(45,

053)

550

(2,1

52,0

46)

-(2

,200

,389

)


1,55

5,03

0,63

682

,265

,271

83,5

21,2

157,

179,

208

9,57

3,15

84,

618,

363

45,8

13,0

98-

1,78

8,00

0,94

9


Plan

tand

Furn

iture

and

Elec

trica

land

Offic

eUn

der

InTaka

Note

Land

Build

ing

Mac

hine

ryfix

ture

othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

Accumulateddepreciation-Cost

Bala

nce

at1

Janu

ary

2013

-89

,652

,401

740,

049,

044

162,

097,

575

71,8

42,8

5189

,847

,929

102,

706,

553

-1,

256,

196,

353

Depr

ecia

tion

-30

,630

,428

303,

505,

585

62,8

87,6

1325

,014

,005

26,6

10,4

9846

,663

,592

-49

5,31

1,72

1

Disp

osal

s-

--

-(1

19,3

91)

-(1

62,2

77)

-(2

81,6

68)


-12

0,28

2,82

91,

043,

554,

629

224,

985,

188

96,7

37,4

6511

6,45

8,42

714

9,20

7,86

8-

1,75

1,22

6,40

6

Bala

nce

at1

Janu

ary

2014

-12

0,28

2,82

91,

043,

554,

629

224,

985,

188

96,7

37,4

6511

6,45

8,42

714

9,20

7,86

8-

1,75

1,22

6,40

6

Depr

ecia

tion

-30

,672

,265

325,

130,

176

67,8

80,2

7332

,211

,052

47,2

48,3

4558

,323

,193

-56

1,46

5,30

4

Disp

osal

s-

-(3

,654

,281

)-

(94,

210)

(38,

200)

(837

,244

)-

(4,6

23,9

35)


-15

0,95

5,09

41,

365,

030,

524

292,

865,

461

128,

854,

307

163,

668,

572

206,

693,

817

-2,

308,

067,

775

Plan

tand

Furn

iture

and

Elec

trica

land

Offic

eUn

der

InTaka

Note

Land

Build

ing

Mac

hine

ryfix

ture

othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

LeasedAssets

Bala

nce

at1

Janu

ary

2013

--

--

-32

,998

,000

28,5

15,5

77-

61,5

13,5

77

Addi

tions

--

--

--

--

-

Tran

sfer

--

--

--

--

-

Disp

osal

s-

--

--

-(1

,445

,000

)-

(1,4

45,0

00)


--

--

-32

,998

,000

27,0

70,5

77-

60,0

68,5

77

Bala

nce

at1

Janu

ary

2014

--

--

-32

,998

,000

27,0

70,5

77-

60,0

68,5

77

Othe

radd

ition

s-

--

--

--

--

Tran

sfer

--

--

--

--

-

Disp

osal

s-

--

--

-(4

,979

,500

)-

(4,9

79,5

00)


--

--

-32

,998

,000

22,0

91,0

77-

55,0

89,0

77


Plan

tand

Furn

iture

and

Elec

trica

land

Offic

eUn

der

InTaka

Note

Land

Build

ing

Mac

hine

ryfix

ture

othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

Accumulateddepreciation-Leasedassets

Bala

nce

at1

Janu

ary

2013

--

--

-39

3,22

615

,338

,362

-15

,731

,588

Depr

ecia

tion

--

--

-4,

718,

715

1,74

2,61

8-

6,46

1,33

3Tr

ansf

er-

--

--

--

--

Disp

osal

s-

--

--

--

--


--

--

-5,

111,

941

17,0

80,9

80-

22,1

92,9

21Ba

lanc

eat

1Ja

nuar

y20

14-

--

--

5,11

1,94

117

,080

,980

-22

,192

,921

Depr

ecia

tion

--

--

-4,

718,

714

3,18

7,61

8-

7,90

6,33

2Tr

ansf

er-

--

--

--

--

Disp

osal

s-

--

--

-(4

,979

,496

)-

(4,9

79,4

96)


--

--

-9,

830,

655

15,2

89,1

02-

25,1

19,7

57

Gross-cost/revaluation

At31December2013

2,80

1,96

8,81

81,

338,

788,

560

3,32

8,58

0,87

148

5,52

1,30

526

9,37

3,05

126

1,26

2,33

433

3,06

0,89

776

1,92

6,60

29,

580,

482,

438

At31December2014

2,88

5,45

6,13

71,

402,

422,

516

3,80

5,57

4,06

258

8,19

7,80

435

0,42

7,07

736

1,37

7,57

645

8,32

7,58

670

7,41

8,78

610

,559

,201

,544

Accumulateddepreciation-cost/

revaluation

At31December2013

-12

7,47

2,99

31,

086,

045,

542

229,

179,

206

101,

498,

963

124,

856,

131

195,

067,

933

-1,

864,

120,

768

At31December2014

-16

0,42

1,90

11,

417,

699,

374

297,

869,

274

134,

652,

868

177,

356,

751

258,

633,

395

-2,

446,

633,

563

Carryingamounts

At31December2013

2,80

1,96

8,81

81,

211,

315,

567

2,24

2,53

5,32

925

6,34

2,09

916

7,87

4,08

813

6,40

6,20

313

7,99

2,96

476

1,92

6,60

27,

716,

361,

670

At31December2014

2,88

5,45

6,13

71,

242,

000,

615

2,38

7,87

4,68

829

0,32

8,53

021

5,77

4,20

918

4,02

0,82

519

9,69

4,19

170

7,41

8,78

68,

112,

567,

981

Note

s:1.

For

offic

em

achi

nery

equi

pmen

tus

eful

life

has

been

chan

ged

to5

year

sfro

m10

year

s.As

are

sult,

depr

ecia

tion

has

been

incr

ease

dto

BDT

19,4

96,3

79fro

mBD

T6,

314,

793

(as

per

prev

ious

estim

atio

n)

Plan

tand

Furn

iture

and

Elec

trica

land

Offic

eUn

der

InTaka

Note

Land

Build

ing

Mac

hine

ryfix

ture

othe

rapp

lianc

esm

achi

nery

Vehi

cles

cons

truc

tion

Tota

l

Accumulateddepreciation-Revaluation

Bala

nce

at1

Janu

ary

2013

-4,

779,

876

29,2

27,3

613,

163,

197

3,66

8,90

62,

620,

440

20,3

02,4

59-

63,7

62,2

39De

prec

iatio

n-

2,41

0,28

813

,263

,552

1,03

0,82

11,

177,

529

665,

323

9,59

3,02

8-

28,1

40,5

41Tr

ansf

er-

--

--

--

--

Disp

osal

s-

--

-(8

4,93

7)-

(1,1

16,4

02)

-(1

,201

,339


-7,

190,

164

42,4

90,9

134,

194,

018

4,76

1,49

83,

285,

763

28,7

79,0

85-

90,7

01,4

41Ba

lanc

eat

1Ja

nuar

y20

14-

7,19

0,16

442

,490

,913

4,19

4,01

84,

761,

498

3,28

5,76

328

,779

,085

-90

,701

,441

Depr

ecia

tion

-2,

276,

643

10,1

79,1

5080

9,79

51,

067,

127

571,

840

9,16

2,61

9-

24,0

67,1

74Tr

ansf

er-

--

--

--

--

Disp

osal

s-

-(1

,213

)-

(30,

064)

(79)

(1,2

91,2

28)

-(1

,322

,584

)


-9,

466,

807

52,6

68,8

505,

003,

813

5,79

8,56

13,

857,

524

36,6

50,4

76-

113,

446,

031


8.Longterminvestments

i)Investmentinshares

2014

2013

Face

valu

eCa

lled

and

Num

ber

ofpe

rpa

idup

Shar

e-sh

ares

shar

eca

pita

lper

shar

eho

ldin

gVa

lue

Valu

eTa

kaTa

ka%

Taka

Taka

Investmentinsubsidiaries

Flyb

anIn

sect

icid

esLi

mite

d25

,500

100

100

51.0

02,

550,

000

2,55

0,00

0AC

IFo

rmul

atio

nsLi

mite

d24

,066

,105

1010

53.4

866

,872

,823

66,8

72,8

23AC

ISa

ltLi

mite

d23

3,00

01,

000

1,00

077

.67

155,

000,

000

78,0

00,0

00AC

IFo

ods

Lim

ited

380,

000

100

100

95.0

038

,000

,000

38,0

00,0

00AC

IPu

reFl

our

Lim

ited

380,

000

100

100

95.0

038

,000

,000

38,0

00,0

00Ap

exLe

athe

rcra

ftLi

mite

d37

0,00

010

010

0-

-24

,567

,963

ACI

Agro

chem

ical

sLi

mite

d18

010

010

090

.00

18,0

0018

,000

Crea

tive

Com

mun

icat

ion

Lim

ited

6,00

010

010

060

.00

600,

000

600,

000

ACI

Mot

ors

Lim

ited

6,65

010

010

066

.50

665,

000

675,

000

Prem

iafle

xPl

astic

sLi

mite

d26

1,94

51,

000

1,00

087

.32

229,

945,

000

229,

945,

000

ACI

Logi

stic

sLi

mite

d27

3,60

01,

000

1,00

076

.00

273,

600,

000

273,

600,

000

ACI

Heal

thca

reLi

mite

d46

,469

,000

1010

92.9

446

4,69

0,00

046

4,69

0,00

0AC

IEd

ible

Oils

Lim

ited

850,

000

1010

85.0

08,

500,

000

8,50

0,00

0AC

ICh

emic

als

Lim

ited

610

1060

.00

60-

1,27

8,44

0,88

31,

226,

018,

786

InvestmentinAssociatesand

JointVentures

Asia

nCo

nsum

erCa

re(P

vt.)

Lim

ited

8,39

3,32

110

1024

.00

115,

205,

895

115,

233,

210

ACI

God

rejA

grov

et(

Pvt.

)Li

mite

d1,

850,

000

100

100

50.0

018

5,00

0,00

018

5,00

0,00

0Co

mpu

ter

Tech

nolo

gyLi

mite

d20

010

010

040

.00

20,0

0020

,000

Stoc

hast

icLo

gic

Lim

ited

2,00

010

010

020

.00

200,

000

200,

000

Tetle

yAC

I(B

angl

ades

h)Li

mite

d1,

600,

000

100

100

50.0

016

0,00

0,00

016

0,00

0,00

046

0,42

5,89

546

0,45

3,21

0Investmentinothers

Mut

ualT

rust

Bank

Lim

ited

10,2

58,7

5510

103.

3320

3,12

3,35

115

2,01

6,09

8Ce

ntra

lDep

osito

ryBa

ngla

desh

Lim

ited

1,14

2,36

210

100.

583,

138,

890

3,13

8,89

020

6,26

2,24

115

5,15

4,98

8ii)Otherinvestment

Term

depo

sita

ndot

hers

3,92

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9(a). Consolidated intangible assetsSee accounting policy in Note 39(J).

2014 2013Additions Retirement

Balance as at during andIn Taka 1 January the year disposal Total Total

Goodwill on acquisition 49,261,574 12,382,918 49,261,574 12,382,918 49,261,574Software 37,873,915 114,600 - 37,988,515 37,873,915Cost 87,135,489 12,497,518 49,261,574 50,371,433 87,135,489

Less: Accumulated amortization 12,700,860 4,111,359 - 16,812,219 12,700,86012,700,860 4,111,359 - 16,812,219 12,700,86074,434,629 8,386,159 49,261,574 33,559,214 74,434,629

10. InventoriesSee accounting policy in Note 39(H).

In Taka Note 2014 2013

Raw materials 724,011,984 502,928,357Packing materials 241,697,100 169,566,009Work in process 82,684,794 56,750,090Finished goods 1,951,960,246 1,774,219,427Goods in transit 115,235,985 198,109,813Other inventories 26,850,950 30,789,189Allowance for slow-moving inventory (181,265,088) (179,032,543)

2,961,175,971 2,553,330,342

As the Company deals in large number of items which vary in units, item-wise quantity statement ofinventories could not be given.

10(a). Consolidated inventoriesSee accounting policy in Note 39(H).


Raw materials 1,405,695,829 1,316,957,802Packing materials 365,607,425 272,374,638Work in process 119,489,712 96,764,330Finished goods 4,138,079,492 3,546,220,073Goods in transit 223,245,840 318,478,143Other inventories 136,617,568 109,408,592Allowance for slow-moving inventory (211,390,134) (271,546,695)

6,177,345,732 5,388,656,883


11. Trade and other receivablesSee accounting policy in Note 39(L).


Trade receivables:Related parties 11.1 13,181,414 22,239,391Other than related parties 11.2 1,514,068,488 1,628,279,733

1,527,249,902 1,650,519,124Less: Provision for doubtful debts (176,732,751) (71,168,692)

1,350,517,151 1,579,350,432Other receivables:Related party 11.3 4,338,996,481 4,077,096,197Other parties 11.4 113,059,306 139,792,927

4,452,055,787 4,216,889,1245,802,572,938 5,796,239,556

Below six months 5,499,381,180 4,981,183,336Over six months 479,924,509 886,224,912Provision for doubtful debt (176,732,751) (71,168,692)

5,802,572,938 5,796,239,556

11.1. Related parties

2014 2013Dues over Dues below

In Taka 6 months 6 months Total Total

ACI Formulations Limited - 94,874 94,874 140,156ACI Foods Limited - 18,140 18,140 8,160ACI Motors Limited - 35,207 35,207 14,315ACI Logistics Limited - 13,033,193 13,033,193 22,076,760

- 13,181,414 13,181,414 22,239,391

11.2. Other than related parties



Pharmaceuticals 32,816,911 214,177,365 246,994,276 234,293,910Animal health 50,057,398 231,482,509 281,539,907 277,906,066Consumer brands 39,930,444 256,581,667 296,512,111 486,478,165Seeds 21,269,644 317,367,269 338,636,913 237,581,051Fertilizer 46,470,148 186,227,081 232,697,229 214,249,959Cropex 114,523,754 3,164,298 117,688,052 177,770,582

305,068,299 1,209,000,189 1,514,068,488 1,628,279,733Less: Provision for doubtful debts (176,732,751) (71,168,692)

1,337,335,737 1,557,111,041


11.3. Related party



Flyban Insecticides Limited 1,022,933 1,728 1,024,661 1,014,308Apex Leathercraft Limited - - - 99,543,253Computer Technology Limited 30,000 - 30,000 30,000Tetley ACI (Bangladesh) Limited 421,249 46,782,069 47,203,318 442,622Asian Consumer Care (Pvt.) Limited 7,893,516 - 7,893,516 8,205,086ACI Salt Limited - 379,630,573 379,630,573 354,571,804ACI Godrej Agrovet (Pvt. ) Limited 879,726 - 879,726 879,726ACI Foods Limited - 729,057,993 729,057,993 746,527,424ACI Edible Oils Limited 2,914,561 - 2,914,561ACI Agrochemicals Limited 241,172 4,927 246,099 229,202Stochastic Logic Limited 5,475,428 654,105 6,129,533 8,767,739Premiaflex Plastics Limited - 196,721,432 196,721,432 210,564,943ACI Motors Limited - 60,943,318 60,943,318 39,369,746Creative Communication Limited - 12,452,424 12,452,424 10,723,821ACI Pure Flour Limited - 10,930,186 10,930,186 44,534,754ACI Chemicals Limited 516,260 3,334,699 3,850,959ACI Logistics Limited - 2,734,915,043 2,734,915,043 2,508,800,927ACI Healthcare Limited 112,865,221 31,307,918 144,173,139 42,890,842

132,260,066 4,206,736,415 4,338,996,481 4,077,096,197

At Balance Sheet date, 'Trade and Other Receivables' includes Tk 273 crore receivable from ACI Logistics.This is the current account balance with ACI Logistics Limited. ACI Limited consciously made this funding toACI Logistics as a part of prudent treasury management at Group level. ACI Limited, as a parent company, isalways subject to evaluation at the consolidation level than the company level. So, through this funding ACILimited succeeded to minimize its financing cost to a considerable level thus improving the profitability atGroup level. Besides, parent funding helped ACI Logistics to minimize its financing cost.

It is worth to be noted here that ACI Logistics could have borrowed this fund at its own merit while cost offund (COF) would have been higher than the parent by almost 200 to 300 basis point. ACI Limited genuinelybelieves that this sort of financing should always be explored while there is an opportunity to reducefinancing cost at Group level.

11.4. Other parties



Receivable from Novartis (Bangladesh) Limited - - - 583,270Receivable from Oram Limited 2,262,050 - 2,262,050 2,262,050Godrej consumer product advertisement and - -promotional fund 497,650 - 497,650 497,650Merisant advertisement and promotional fund 3,452,470 - 3,452,470 1,826,359Electronics advertisement and promotional fund - - - 5,087,117Colgate advertisement and promotional fund - 5,493,519 5,493,519 193,876Les Laboratories Servier - 39,516,914 39,516,914 26,890,402Transcom Distribution Limited 14,653 10,823 25,476 41,278,286Receivables from other entities 36,369,321 25,441,906 61,811,227 61,173,917

42,596,144 70,463,162 113,059,306 139,792,927


11(a). Consolidated trade and other receivablesSee accounting policy in Note 39(L).


Trade receivables 11(a).1 4,181,700,218 3,897,588,841Other receivables 11(a).2 223,350,787 183,957,640

4,405,051,005 4,081,546,481Less: Provision for doubtful debts (351,712,261) (185,406,765)

4,053,338,744 3,896,139,716

Below six months 3,560,647,669 2,372,913,673Over six months 844,403,336 1,708,632,808Provision for doubtful debt (351,712,261) (185,406,765)

4,053,338,744 3,896,139,716

11(a)1. Consolidated trade receivables



ACI Limited 482,784,425 1,844,522,508 2,327,306,933 2,157,576,360ACI Logistics Limited 22,238,218 37,964,413 60,202,631 38,745,325ACI Salt Limited 650,000 27,632,160 28,282,160 15,240,268ACI Foods Limited 25,604,562 10,652,229 36,256,791 34,163,915ACI Pure Flour Limited 7,783,227 90,470,343 98,253,570 99,781,313Premiaflex Plastics Limited 56,358,268 345,757,562 402,115,830 452,572,176ACI Motors Limited 180,302,265 1,008,493,213 1,188,795,478 1,075,425,385Creative Communication Limited 10,288,733 25,923,273 36,212,006 22,618,344ACI Edible Oils Limited 1,097,575 3,177,244 4,274,819 1,465,755

787,107,273 3,394,592,945 4,181,700,218 3,897,588,841Less: Provision for doubtful debts (351,712,261) (185,406,765)

3,829,987,957 3,712,182,076

11(a).2 Consolidated other receivables


Related party 11(a).2.1 62,136,093 18,325,173Other party 11(a).2.2 161,214,694 165,632,467

223,350,787 183,957,640

11(a)2.1. Consolidated related party



Tetley ACI (Bangladesh) Limited 421,249 46,782,069 47,203,318 442,622Asian Consumer Care (Pvt.) Limited 7,893,516 - 7,893,516 8,205,086Computer Technology Limited 30,000 - 30,000 30,000ACI Godrej Agrovet (Pvt.) Limited 879,726 - 879,726 879,726Stochastic Logic Limited 5,475,428 654,105 6,129,533 8,767,739

14,699,919 47,436,174 62,136,093 18,325,173


11(a).2.2 Other party


Debts due over six months 42,596,144 38,138,304Debts due below six months 118,618,550 127,494,163

161,214,694 165,632,467

12 Advances, deposits and prepayments


Advances:Staff 83,342,746 71,637,664Suppliers, C&F agents and others 142,303,261 92,925,780Rent 63,259,496 55,570,644Bank guarantee margin 3,580,021 6,368,453VAT current account 34,907,266 57,055,444Advance for capital expenditure 156,444,470 59,550,792Advance income tax 12.1 198,436,147 350,013,451

682,273,407 693,122,228

Deposits:Deposits for utilities 6,195,366 6,855,366Tender deposits 12,059,820 27,273,019

18,255,186 34,128,385

Prepayments:Prepaid expenses 358,584 750,321

358,584 750,321700,887,177 728,000,934

12.1 Advance income tax


Balance at 1 January 350,013,451 150,489,441Paid during the year 280,723,692 199,524,010Adjustment for amalgamation 3,794,523 -Adjustment during the year (436,095,519) -Balance at 31 December 198,436,147 350,013,451

12(a) Consolidated advances, deposits and prepayments


Advances:Staff 107,123,982 92,160,672Suppliers, C&F agents and others 188,456,219 101,760,755Rent 336,142,567 248,940,656Bank guarantee margin 6,949,281 6,368,453VAT current account 51,030,718 61,472,473Advance for capital expenditure 162,175,849 96,996,692Advance income tax 12(a).1 765,744,190 793,071,986

1,617,622,806 1,400,771,687

Deposits:Deposits for utilities 49,770,589 37,624,578Tender deposits 34,646,032 48,223,224

84,416,621 85,847,802

Prepayments:Prepaid expenses 26,549,285 25,136,724

26,549,285 25,136,7241,728,588,712 1,511,756,213


12(a).1 Consolidated advance income tax


Balance at 1 January 793,071,986 431,426,787Paid during the year 537,108,847 365,328,481Adjustment during the year (564,436,643) (3,683,282)Balance at 31 December 765,744,190 793,071,986

13 Cash and cash equivalentsSee accounting policy in Note 39(L).


Cash in hand 21,450,971 18,243,393Collection in hand 13.1 205,840,819 115,519,105Cash at banks 13.2 235,233,675 250,439,166Cash and cash equivalents in the statement of financial position 462,525,465 384,201,664Bank overdrafts (427,836,789) (741,441,244)Cash and cash equivalents in the statement of cash flows 34,688,676 (357,239,580)

13.1 This represent cash in hand at depots which was collected against cash sales and payment instrumentcollected against credit sale at the end of the reporting period.

13.2 Cash at banks


Eastern Bank Limited 34,750,398 82,654,631The Hongkong and Shanghai Banking Corporation Limited 74,298,765 54,776,739AB Bank Limited 41,174,551 29,889,216Standard Chartered Bank 23,066,121 33,698,470Sonali Bank Limited 19,048,246 3,857,926Janata Bank Limited 13,387,553 18,430,297One Bank Limited 9,449,323 9,935,565Commercial Bank of Ceylon Plc. 7,699,356 5,736,054Jamuna Bank Limited 5,487,088 3,978,969The City Bank Limited 4,031,690 2,942,126Dutch-Bangla Bank Limited 2,087,250 1,409,363BRAC Bank Limited 707,016 3,129,773Mutual Trust Bank Limited 44,093 37Trust Bank Limited 1,425 -Mercantile Bank Limited 800 -

235,233,675 250,439,166

13(a) Consolidated cash and cash equivalentsSee accounting policy in Note 39(L).


Cash in hand 59,764,273 31,268,210Collection in hand 502,423,293 376,008,523Cash at banks 13(a).1 404,809,161 394,574,233Cash and cash equivalents in the consolidatedstatement of financial position 966,996,727 801,850,966Bank overdrafts (818,454,318) (1,158,146,135)Cash and cash equivalents in the consolidatedstatement of cash flows 148,542,409 (356,295,169)


13(a).1 Cash at banks


Eastern Bank Limited 34,994,814 85,019,813The Hongkong and Shanghai Banking Corporation Limited 83,010,673 65,654,998AB Bank Limited 61,638,979 51,345,304Standard Chartered Bank 68,834,270 99,007,077Sonali Bank Limited 19,547,321 3,857,926Janata Bank Limited 16,803,386 23,122,944One Bank Limited 11,931,846 13,998,358Bangladesh Krishi Bank 9,979 124,509Commercial Bank of Ceylon Plc. 14,112,061 11,055,879Jamuna Bank Limited 6,529,331 6,647,321The City Bank Limited 12,610,894 2,942,269Dutch-Bangla Bank Limited 4,937,023 3,090,566Pubali Bank Limited 43,152,484 5,188,060Prime Bank Limited 870,440 3,928BRAC Bank Limited 10,330,654 8,762,005Mutual Trust Bank Limited 9,633,549 1,503,702National Bank Ltd. (357,164) 3,665,444IFIC Bank Limited 4,275 6,575Trust Bank Limited 1,425 -Al-Arafah Islami Bank Limited 3,157,562 8,217,975Agrani Bank Limited 3,054,274 1,232,481Bank Asia Limited 285 127,099Mercantile Bank Limited 800 -

404,809,161 394,574,233

14 Share capitalSee accounting policy in Note 39(M).


In issue at 1 January 285,820,824 237,738,330Bonus share issued 57,323,537 47,636,804Issued for Zero Coupon Bond 796,860 445,690Issued for amalgamation 2,800 -In issue at 31 December - fully paid 343,944,021 285,820,824Authorised - par value Tk. 10 500,000,000 500,000,000

Number and percentage of shareholdings:

No. of share Percentage Value (Taka)2014 2013 2014 2013 2014 2013

Directors & sponsors 12,048,813 10,038,279 35.03% 35.03% 120,488,130 100,382,790Institutions 10,530,284 10,799,816 30.62% 30.62% 105,302,840 107,998,160General shareholders 11,815,304 7,743,987 34.35% 34.35% 118,153,051 77,439,874

34,394,401 28,582,082 100.00% 100.00% 343,944,021 285,820,824


A distribution schedule of the above shares as at 31 December 2014 is given below as required by theListing Rules:

PercentageNumber of of total Number

Share owning shareholders shareholdings of shares

Less than 500 13,559 4.38 1,507,249501 - 5,000 2,237 9.17 3,153,5765,001 - 10,000 169 3.59 1,234,95210,001 - 20,000 87 3.65 1,255,32720,001 - 30,000 43 3.31 1,136,88430,001 - 40,000 22 2.25 772,30440,001 - 50,000 17 2.19 752,37050,001 - 100,000 25 5.08 1,747,766100,001 - 1,000,000 22 26.35 9,062,143Over - 1,000,000 4 40.04 13,771,830

16,185 100.00 34,394,401

15 Share premiumSee accounting policy in Note 39(M).


Balance at 1 January 333,302,465 321,892,801Issued for Zero Coupon Bond 17,929,350 11,409,664Issued for amalgamation 108,528 -Balance at 31 December 351,340,343 333,302,465

16 Reserves


Capital reserve 16.1 1,671,386 1,671,386Revaluation surplus 16.2 890,868,633 892,463,915Available-for-sale reserve 16.3 157,326,614 111,330,089

1,049,866,633 1,005,465,390

16.1 Capital reserveThis represents the total grant received from Imperial Chemical Industries plc., London towards the cost ofproperty, plant and equipment.

16.2 Revaluation surplus


Balance at 1 January 892,463,915 894,621,959Realized during the year (1,595,282) (2,158,044)Balance at 31 December 890,868,633 892,463,915

16.3 Available-for-sale reserve

Changes in fairNo. of shares Cost of Movement in value of AFS AFS reserve as

Year held MV of shares investment fair value financial assets at 31 DecemberTaka Taka Taka Taka Taka

2010 706,526 500,397,040 28,316,000 472,081,040 257,970,169 424,872,9362011 8,478,310 292,501,695 28,316,000 264,185,695 (207,895,345) 237,767,1262012 8,478,310 184,827,158 28,316,000 156,511,158 (107,674,537) 140,860,0432013 9,326,141 152,016,099 28,316,000 123,700,099 (32,811,059) 111,330,0892014 10,258,755 203,123,349 28,316,000 174,807,349 51,107,250 157,326,614


16(a) Consolidated reserves


Capital reserve 1,671,386 1,671,386Revaluation surplus 16(a).1 1,261,604,011 1,511,620,310Available-for-sale reserve 157,207,448 111,330,089

1,420,482,845 1,624,621,785

16(a).1 Consolidated revaluation surplus


Balance at 1 January 1,511,620,310 1,513,778,354Realized during the year (250,016,299) (2,158,044)Balance at 31 December 1,261,604,011 1,511,620,310

17 Employee benefits


Staff gratuity provision 17.1 358,552,986 278,792,990Other long term employee benefits 83,305,777 61,871,777

441,858,763 340,664,767

17.1 Staff gratuity provision


Balance at 1 January 278,792,990 225,633,571Provision made during the year 91,297,922 66,384,170Paid during the year (11,537,926) (13,224,751)Balance at 31 December 358,552,986 278,792,990

17(a) Consolidated employee benefits


Staff gratuity provision 368,132,039 287,420,069Other long term employee benefits 87,865,688 65,681,688

455,997,727 353,101,757

18 Other non-current liabilities


Employees group insurance fund 400,000 400,000Obligation under finance lease 18.1 1,100,850 2,137,153Long term bank loans 18.2 54,613,313 275,501,644ACI 20% Convertible Zero Coupon Bonds (ZCBs) - 241,750,570

56,114,163 519,789,367

18.1 Obligation under finance lease


Balance at 1 January 2,137,153 3,025,537Paid during the year (1,036,303) (888,384)Balance at 31 December 1,100,850 2,137,153

18.2 Long term bank loans


IPDC Bangladesh Limited 17,623,977 78,471,244Eastern Bank Limited 36,989,336 49,642,466AB Bank Limited - 147,387,934

54,613,313 275,501,644


18(a) Consolidated other non-current liabilities


Employees group insurance fund 400,000 400,000Obligation under finance lease 8,418,873 22,129,083Long term bank loans 18(a).1 1,042,773,576 1,378,771,429ACI 20% Convertible Zero Coupon Bonds (ZCBs) - 241,750,570

1,051,592,449 1,643,051,082

18(a).1 Consolidated long term bank loans


The Hongkong and Shanghai Banking Corporation Limited 66,326,394 220,369,311IPDC Bangladesh Limited 17,623,977 78,471,244Bank Al-Arafah Limited 61,125,555 -AB Bank Limited - 147,387,934Eastern Bank Limited 206,842,347 100,924,423Bank Asia Limited 162,818,600 101,760,336National Bank Limited 2,182,706 12,630,636Prime Bank Limited 38,491,745 3,678,183Jamuna Bank Limited 177,699,640 563,549,362The City Bank Limited 82,527,047 -Trust Bank Limited 197,135,565 -Loan from SEAF Bangladesh Agriventures Limited 30,000,000 150,000,000

1,042,773,576 1,378,771,429

19 Deferred tax liabilitiesSee accounting policy in Note 39(F).


Balance at 1 January 94,711,720 106,310,663Deferred tax (income)/expense recognised through profit or loss (37,079,047) (8,317,837)Deferred tax (income)/expense recognised through other comprehensive income 5,110,725 (3,281,106)Balance at 31 December 62,743,398 94,711,720

Taxable/Carrying (deductible)

amount on temporaryIn Taka reporting date Tax base difference

At 31 December 2014Property, plant and equipment 1,922,338,342 1,105,819,128 816,519,214Land 1,475,533,898 - 1,475,533,898Provision for inventory 181,265,088 - (181,265,088)Provision for trade receivables 176,732,751 - (176,732,751)Impairment for investment 150,000,000 - (150,000,000)Provision for gratuity 358,552,986 - (358,552,986)Provision for available for sale reserve 174,807,351 - (174,807,351)Taxable/(Deductible) temporary differences 4,439,230,416 1,105,819,128 1,250,694,936

Applicable tax rate for land 4%Applicable tax rate for available for sale reserve 10%Applicable tax rate for other than land and available for sale reserve 27.50%Deferred tax liabilities 62,743,398


Taxable/Carrying (deductible)

amount on temporaryIn Taka reporting date Tax base differenceAt 31 December 2013Property, plant and equipment 1,627,208,458 884,027,947 743,180,511Provision for inventory 179,032,543 - (179,032,543)Provision for trade receivables 71,168,692 - (71,168,692)Provision for gratuity 278,792,990 - (278,792,990)Provision for available for sale reserve 123,700,098 - (123,700,098)Taxable/(Deductible) temporary differences 2,279,902,781 884,027,947 214,186,286

Applicable tax rate for land 4%Applicable tax rate for available for sale reserve 10%Applicable tax rate for other than land and available for sale reserve 27.50%Deferred tax liabilities 94,711,720

20 Bank overdraft

In Taka Note 2014 2013Standard Chartered Bank 177,948,920 114,146,754Commercial Bank of Ceylon Plc. 10,866,195 133,020,007The Hongkong and Shanghai Banking Corporation Limited 24,569 15,506,558Citibank, N.A. - 5,000Mercantile Bank Limited - 69,518The City Bank Limited 27,013,225 96,956,965Eastern Bank Limited 14,925,493 42,294,708Bank Alfalah Limited 75,185,182 10,269,038BRAC Bank Limited 18,037,241 100,862,891AB Bank Limited - 9,382,182The Premier Bank Limited 13,066,463 -Pubali Bank Limited 1,031,151 20,542,652National Credit and Commerce Bank Limited 30,284,968 194,374,060Dutch-Bangla Bank Limited 195,222 4,010,911United Commercial Bank Limited 35,765,668 -One Bank Limited 23,492,492 -

427,836,789 741,441,244

20(a) Consolidated bank overdraft

In Taka Note 2014 2013Standard Chartered Bank 220,973,803 150,164,167Commercial Bank of Ceylon Plc. 19,525,706 152,439,910The Hongkong and Shanghai Banking Corporation Limited 15,648,920 110,452,565Citibank, N.A. - 10,000The City Bank Limited 27,013,225 96,956,965Mercantile Bank Limited - 69,518Eastern Bank Limited 72,965,209 55,045,423Bank Alfalah Limited 75,185,182 10,269,038BRAC Bank Limited 26,331,230 100,862,891AB Bank Limited - 9,383,757Prime Bank Limited 14,052,091 73,620,310National Bank Limited 69,325,223 65,741,380The Premier Bank Limited 13,066,463 -Bank Asia Limited 4,769,410 1,356,505Dutch-Bangla Bank Limited 25,216,420 6,473,652One Bank Limited 23,492,492 -Pubali Bank Limited 96,899,061 130,925,994United Commercial Bank Limited 83,704,915 -National Credit and Commerce Bank Limited 30,284,968 194,374,060

818,454,318 1,158,146,135


21 Loans and borrowings


Short term loan 21.1 5,572,662,756 4,677,922,468Current portion of long term loan 21.2 343,908,273 381,968,026

5,916,571,029 5,059,890,494

21.1 Short term loan


Standard Chartered Bank 866,582,461 400,375,734Commercial Bank of Ceylon Plc. 668,788,400 533,674,000The Hongkong and Shanghai Banking Corporation Limited 241,586,638 327,148,470AB Bank Limited 34,772,743 39,968,399The City Bank Limited 983,671,675 40,646,652Eastern Bank Limited 1,591,250,431 2,056,158,719BRAC Bank Limited 1,027,198,064 532,168,038One Bank Limited 20,915,922 -Dutch Bangla Bank Limited 3,497,282 83,313,447Pubali Bank Limited - 239,833Jamuna Bank Limited - 400,000,000United Commercial Bank Limited 15,770,510 -The Premier Bank Limited 310,477 -Bank Alfalah Limited 118,318,153 264,229,176

5,572,662,756 4,677,922,468

21.2 Current portion of long term loan


IPDC Bangladesh Limited 63,312,710 59,995,145AB Bank Limited - 46,051,710Current portion of obligation under finance lease 1,036,304 888,386Eastern Bank Limited 16,869,909 15,932,847ACI 20% Convertible Zero Coupon Bonds 262,689,350 259,099,938

343,908,273 381,968,026

21(a) Consolidated loans and borrowings


Short term loan 21(a).1 10,319,229,675 7,996,384,252Current portion of long term loan 21(a).2 875,918,287 1,095,778,627

11,195,147,962 9,092,162,879


21(a).1 Consolidated short term loan


Standard Chartered Bank 1,090,818,463 638,622,006Commercial Bank of Ceylon Plc. 921,497,957 900,927,000The Hongkong and Shanghai Banking Corporation Limited 578,560,934 776,072,386AB Bank Limited 34,772,743 39,968,399The City Bank Limited 992,481,153 40,646,652Eastern Bank Limited 1,732,624,288 2,661,133,805Bank Alfalah Limited 118,318,153 264,229,176Bank Asia Limited 12,846,982 18,091,963Dutch Bangla Bank Limited 5,378,582 167,727,535National Bank Limited 155,112,324 150,000,000Jamuna Bank Limited 644,916,365 581,903,169Al- Arafah Islami Bank Limited 203,766,663 116,189,503BRAC Bank Limited 1,029,713,168 547,591,516Foreign Trade Loan 730,773,384 352,584,041One Bank Limited 218,590,923 177,778Prime Bank Limited 234,244,047 -Pubali Bank Limited 398,537,600 345,811,981The Premier Bank Limited 310,477 -United Commercial Bank Limited 167,196,260 -Trust Bank Limited 1,048,769,209 394,707,342

10,319,229,675 7,996,384,252

21(a).2 Consolidated current portion of long term loan

In Taka Note 2014 2013The Hongkong and Shanghai Banking Corporation Limited 105,980,293 178,967,481The City Bank Limited 23,163,200 -Dhaka Bank Limited - 26,965,550National Bank Limited 21,616,980 44,431,920Eastern Bank Limited 41,980,976 139,951,656Jamuna Bank Limited 56,885,321 156,964,326Bank Asia Limited 74,035,005 71,759,266Prime Bank Limited 66,324,921 27,360,000IPDC Bangladesh Limited 63,312,710 59,995,145Al-Arafah Islami Bank Limited 20,113,730 14,908,833AB Bank Limited - 46,051,710Trust Bank Limited 66,112,459 57,684,155Loan from SEAF 60,000,000 -Current portion of obligation under finance lease 13,703,342 11,638,647ACI 20% Convertible Zero Coupon Bonds 262,689,350 259,099,938

875,918,287 1,095,778,627


Facility arrangement for bank overdraft, short term bank loan and term loan is as follows:

In TakaName of the bank Overdraft Short-term Long-term loan Revolving Trust

limits facilities limits limits Receipt Limit/ Bank guaranteeLetter of credit

AB Bank Limited 30,000,000 65,000,000 - 200,000,000 -Bank Alfalah Limited 120,000,000 100,000,000 - 180,000,000 -Bank Asia Limited 15,000,000 - - 200,000,000 20,000,000BRAC Bank limited 60,000,000 550,000,000 800,000,000 10,000,000Commercial Bank of Ceylon 130,000,000 300,000,000 - 300,000,000 -Dutch Bangla Bank Limited 150,000,000 - - 500,000,000 -Eastern Bank Limited 40,000,000 2,000,000,000 200,000,000 760,000,000 10,000,000The Hongkong and ShanghaiBanking Corporation Limited 30,000,000 - 590,000,000 10,000,000Mercantile Bank Limited 65,000,000 - - 200,000,000 -One Bank Limited 100,000,000 500,000,000 - 300,000,000 -Standard Chartered Bank 100,000,000 600,000,000 200,000,000 600,000,000 20,000,000The City Bank Limited 200,000,000 900,000,000 - 390,000,000 10,000,000Pubali Bank Limited 1,000,000 500,000,000NCC Bank Limited 1,000,000,000 - - - -Premier Bank Limited 400,000,000 - - 750,000,000 -United Commercial Bank 50,000,000 - - 500,000,000 10,000,000Trust Bank Limited - - 250,000,000 -

Securities for the facilities mentioned above are as below:a) Demand promissory notes for BDT 3,307.69 million.b) Registered hypothecation over inventories and accounts receivables on pari-passu basis for BDT

8,150 million.c) Registered hypothecation over plant and machinery on pari-passu basis for BDT 2,102.5 million.d) Corporate guarantee issued to AB Bank Limited by ACI Formulations Limited, ACI Pure Flour and

ACI Salt Limited.e) Corporate guarantee issued to Bank Asia Limited by ACI Motors Limited and ACI Foods Limited.f) Corporate guarantee issued to Dutch Bangla Bank Limited by ACI Salt Limited, ACI Foods Ltd.

ACI Motors Limited and Premiaflex Plastics Ltd.g) Corporate guarantee issued to Dutch Bangla Bank Limited by ACI Salt Limited, ACI Motors

Limited.h) Corporate guarantee issued to The Premier Bank Limited by ACI Salt Limited.i) Post dated Cheque to NCC Bank Ltd. from SCB & Premier Bank Ltd. covering total overdraft limit

BDT 1000 million.

Facility for ACI 20% zero coupon bonds are as below:ACI 20% Convertible Zero Coupon Bonds (Note: 21.2)

Issue Price : BDT 1,000,017,310Face value : BDT 1,335,850,000Purpose : For project financing and repaying existing debts.Tenure : 5 yearsRepayment : From sales proceedsRedemption : At maturity of each respective bond, redemption will be made in cash to the extent of

80% and rest 20% is eligible for convertible option.Conversion : Net Assets Value (NAV) per share as per last annual audited financial statements

multiplied by 1.1 strike priceConversion : 20% of the redemption value of the Zero Coupon Bonds at each maturity value

Securities for the facility mentioned above are as follows:i) The bonds are subordinated to the bank liabilities.

ii) Post dated cheques equivalent to the total face value of the ZCBs.

22 Trade and other payablesSee accounting policy in Note 39(L).


Trade payables 22.1 362,330,430 448,787,894Inter company payables 22.2 137,299,218 364,070,950Other payables 22.3 1,124,527,430 1,020,668,516

1,624,157,078 1,833,527,360

22.1 Trade payables


Related parties:ACI Formulations Limited 5,929,521 7,777,522Premiaflex Plastics Limited 9,200,687 2,797,774ACI Salt Limited 40,250 -ACI Foods Limited 16,668 21,288

15,187,126 10,596,584Other than related parties:

Image Printing And Packages Limited 9,521,794 4,958,049Globe Drugs Limited 8,079,375 7,245,000Quality Plastic Industry Limited 4,354,570 2,133,135D M International Limited 4,116,496 2,189,903Padma Lamitube Limited 3,382,897 3,491,980Padma Blowing Limited 3,153,458 4,482,141JMS Glass Industries Limited 3,109,630 1,601,661Siddique Plastic Industries Limited 3,034,407 4,382,765The Bengal Glass Works Limited 2,653,918 4,335,755Moni Printers And Packages Limited 2,458,079 1,865,030Others 303,278,680 401,505,891

347,143,304 438,191,310362,330,430 448,787,894

22.2 Inter company payables


ACI Formulations Limited 137,299,218 363,250,594ACI Edible Oils Limited - 820,356

137,299,218 364,070,950

22.3 Other payables


Accruals 397,491,322 352,647,614Advance from customers 17,264,384 9,889,425Security money received from customers 191,209,253 205,395,300Workers' profit participation fund 22.3.1 286,233,804 231,680,915Unclaimed dividend 52,429,105 44,771,201Tax and VAT deducted at source 16,740,378 21,596,912Employees welfare fund 128,675,434 122,826,050Rights share deposit to be refunded 563,723 563,723Family day fund 4,020,643 4,107,269Non-management staff provident fund 2,642,111 2,734,630Unclaimed refund warrant - Zero Coupon Bonds 3,647,450 3,647,450Payable for redemption of Zero Coupon Bonds 15,464,555 13,810,873Management staff provident fund 6,680,254 3,892,749Laser advertisement and promotional fund 310,595 3,104,405Electronics advertisement and promotional fund 1,154,419 -

1,124,527,430 1,020,668,516


22.3.1 Workers' profit participation fund


Balance at 1 January 231,680,915 185,846,613Addition during the year 66,941,575 53,384,874Interest accrued during the year 24,389,086 19,796,251Paid during the year (36,777,772) (27,346,823)Balance at 31 December 286,233,804 231,680,915

22(a) Consolidated trade and other payablesSee accounting policy in Note 39(L).


Trade payables 1,455,828,049 1,229,778,407Other payables 22(a).1 1,554,356,341 1,450,145,216

3,010,184,390 2,679,923,623

22(a).1 Other payables


Accruals 735,448,448 657,639,513Advance from customers 16,606,527 2,781,100Security money received from customers 204,731,612 252,783,510Workers' profit participation fund 22(a).1.1 322,711,221 295,109,696Unclaimed dividend 60,162,921 46,825,800Provident fund 6,680,254 3,892,749Tax and VAT deducted at source 37,557,078 31,518,448Employees welfare fund 133,252,614 122,826,050Rights share deposit to be refunded 563,723 563,723Family day fund 4,020,643 4,107,269Non-management staff provident fund 2,642,111 2,734,630Unclaimed refund warrant - Zero Coupon Bonds 3,647,450 3,647,450Payable for redemption of Zero Coupon Bonds 15,464,555 13,810,873Creditors for capital expenditure 9,402,170 8,800,000Laser advertisement and promotional fund 310,595 3,104,405Electronics advertisement and promotional fund 1,154,419 -

1,554,356,341 1,450,145,216

22(a).1.1 Workers' profit participation fund


Balance at 1 January 295,109,696 234,141,220Addition during the year 97,899,765 77,151,122Interest accrued during the year 26,956,279 19,796,251Paid during the year (97,254,519) (35,978,897)Balance at 31 December 322,711,221 295,109,696

23 Provision for taxSee accounting policy in Note 39(F).


Balance at 1 January 466,635,771 208,193,234Provision made during the year 358,255,364 258,442,537Adjustment for amalgamation 1,430,545 -Adjustment on completion of assessment for prior years (436,095,519) -Balance at 31 December 390,226,161 466,635,771


23(a) Consolidated provision for taxSee accounting policy in Note 39(F).


Balance at 1 January 872,345,959 405,999,710Provision made during the year 621,295,570 470,029,531Adjustment for amalgamation - -Adjustment on completion of assessment for prior years (571,631,558) (3,683,282)Balance at 31 December 922,009,971 872,345,959

24 RevenueSee accounting policy in Note 39(B).


Pharmaceuticals 24.1 5,744,012,657 4,975,668,245Animal Health 1,669,138,273 1,271,620,170Consumer brands 3,590,229,865 3,350,515,901Seeds (Local) 378,897,032 365,547,389Seeds (Import) 167,004,135 84,979,986Fertilizer 490,736,885 377,719,065Cropex 278,704,343 257,549,956

12,318,723,190 10,683,600,712

Revenue is presented as net of discount, volume rebate and VAT.

24.1 Pharmaceuticals

Pharmaceuticals turnover includes sales of the following in units :

Name of units Quantity 2014 2013

Tablets Pc 15,765,298 14,861,505Capsules Pc 4,230,243 3,764,771Injection Pc 4,859,101 4,531,036Bottled products Pc 24,586,658 22,310,616Creams Pc 5,826,452 4,868,931Inhaler 468,831 488,029

24(a) Consolidated revenueSee accounting policy in Note 39(B).


Gross sales 27,493,678,428 23,558,501,309Inter-company sales (1,671,710,842) (1,391,079,578)

25,821,967,586 22,167,421,731

Revenue is presented as net of discount, volume rebate and VAT.



25.Costofsales

2014

2013

Anim

alCo

nsum

erInTaka

Note

Phar

mac

eutic

als

Heal

thbr

ands

Seed

sFe

rtili

zer

Crop

exTo

tal

Tota

l

Stoc

kof

finish

edgo

ods

asat

1Ja

nuar

y28

8,43

0,88

845

9,30

7,58

384

8,11

7,70

011

5,42

8,79

462

,934

,462

-1,

774,

219,

427

1,41

1,88

4,32

6Co

stof

good

sm

anuf

actu

red

25.1

2,53

3,80

6,36

419

5,17

4,46

355

0,55

0,80

357

,115

,900

341,

868,

188

-3,

678,

515,

718

3,25

2,95

6,48

5Fi

nish

edgo

ods

purc

hase

d76

,516

,665

1,09

5,92

2,46

21,

874,

525,

499

336,

218,

498

871,

935

263,

051,

476

3,64

7,10

6,53

53,

535,

448,

764

Cost

offin

ished

good

sav

aila

ble

fors

ale

2,89

8,75

3,91

71,

750,

404,

508

3,27

3,19

4,00

250

8,76

3,19

240

5,67

4,58

526

3,05

1,47

69,

099,

841,

680

8,20

0,28

9,57

5St

ock

offin

ished

good

sas

at31

Dece

mbe

r(3

07,0

66,0

94)

(672

,852

,853

)(7

43,2

15,8

85)

(167

,931

,686

)(6

0,89

3,72

8)-

(1,9

51,9

60,2

46)

(1,7

74,2

19,4

27)

Inte

rbus

ines

sad

just

men

t(1

97,9

34,2

74)

64,1

78,5

7013

3,75

5,70

4-

--

--

2,39

3,75

3,54

91,

141,

730,

225

2,66

3,73

3,82

134

0,83

1,50

634

4,78

0,85

726

3,05

1,47

67,

147,

881,

434

6,42

6,07

0,14

8

25.1Costofgoodsmanufactured

2014

2013

Anim

alCo

nsum

erTaka

Note

Phar

mac

eutic

als

Heal

thbr

ands

Seed

sFe

rtili

zer

Crop

exTo

tal

Tota

l

Cost

ofm

ater

ials

cons

umed

25.1

.11,

930,

740,

967

141,

019,

660

412,

247,

868

35,2

59,3

4933

1,17

7,02

2-

2,85

0,44

4,86

62,

638,

256,

005

Man

ufac

turin

gex

pens

es26

539,

780,

937

68,4

79,2

0968

,255

,197

37,2

51,5

1210

,100

,176

-72

3,86

7,03

161

4,85

7,32

6Qu

ality

cont

rola

ndde

velo

pmen

texp

ense

s26

112,

104,

108

--

--

-11

2,10

4,10

891

,282

,947

Cost

ofsa

mpl

es,p

rodu

ctbo

nus

and

stoc

kwr

iteof

f(4

3,08

1,88

4)(1

7,10

8,72

5)70

,047

,738

7,58

6,29

859

0,99

0-

18,0

34,4

17(9

0,02

4,01

2)Co

stof

prod

uctio

n2,

539,

544,

128

192,

390,

144

550,

550,

803

80,0

97,1

5934

1,86

8,18

8-

3,70

4,45

0,42

23,

254,

372,

266

Wor

kin

proc

ess

asat

1Ja

nuar

y36

,313

,417

6,95

2,61

5-

13,4

84,0

58-

-56

,750

,090

55,3

34,3

09W

ork

inpr

oces

sas

at31

Dece

mbe

r(4

2,05

1,18

1)(4

,168

,296

)-

(36,

465,

317)

--

(82,

684,

794)

(56,

750,

090)

(5,7

37,7

64)

2,78

4,31

9-

(22,

981,

259)

--

(25,

934,

704)

(1,4

15,7

81)

2,53

3,80

6,36

419

5,17

4,46

355

0,55

0,80

357

,115

,900

341,

868,

188

-3,

678,

515,

718

3,25

2,95

6,48

5

25.1.1Costofmaterialsconsumed

2014

2013

Anim

alCo

nsum

erInTaka

Note

Phar

mac

eutic

als

Heal

thbr

ands

Seed

sFe

rtili

zer

Crop

exTo

tal

Tota

l

Raw

and

pack

ing

mat

eria

ls:Op

enin

gst

ock

455,

540,

173

80,3

27,8

7071

,251

,002

15,7

01,4

0549

,673

,915

-67

2,49

4,36

563

3,91

5,14

0Pu

rcha

se2,

135,

150,

833

135,

200,

502

454,

653,

441

36,0

39,2

5238

2,61

5,55

6-

3,14

3,65

9,58

42,

676,

835,

230

Clos

ing

stoc

k(6

59,9

50,0

39)

(74,

508,

712)

(113

,656

,575

)(1

6,48

1,30

8)(1

01,1

12,4

49)

-(9

65,7

09,0

83)

(672

,494

,365

)1,

930,

740,

967

141,

019,

660

412,

247,

868

35,2

59,3

4933

1,17

7,02

2-

2,85

0,44

4,86

62,

638,

256,

005

25(a)Consolidatedcostofgoodssold

InTaka

2014

2013

Open

ing

stoc

k5,

270,

020,

265

4,33

5,04

1,77

4Pu

rcha

se17

,018

,000

,892

15,1

07,1

25,9

67M

anuf

actu

ring

expe

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1,58

3,77

4,13

01,

409,

951,

007

Clos

ing

stoc

k(6

,100

,638

,139

)(5

,282

,274

,600

)17

,771

,157

,148

15,5

69,8

44,1

48


26Allocationofexpenses

2014

2013

QCan

dAd

min

istra

tive

Dist

ribut

ion

Man

ufac

turin

gde

velo

pmen

tSe

lling

InTaka

expe

nses

expe

nses

expe

nses

expe

nses

expe

nses

Tota

lTo

tal

Sala

ryan

dw

ages

219,

566,

303

115,

922,

391

227,

149,

414

67,9

59,1

591,

031,

486,

899

1,66

2,08

4,16

61,

444,

651,

020

Trav

elin

gan

dco

nvey

ance

7,92

6,94

687

,071

,850

3,00

7,09

673

1,08

430

4,51

5,46

740

3,25

2,44

336

4,07

2,22

0Re

ntan

dra

tes

12,2

68,3

3027

,829

,119

56,2

16,0

29-

46,1

13,3

0714

2,42

6,78

514

4,23

3,06

5Re

pair

and

mai

nten

ance

5,81

9,35

25,

337,

463

57,5

39,5

037,

656,

939

11,0

23,3

6287

,376

,619

54,9

03,2

11Fu

elan

dpo

wer

5,27

8,71

16,

361,

233

184,

379,

283

6,72

9,97

09,

579,

672

212,

328,

869

164,

695,

224

Post

age

7,94

9,31

12,

219,

440

1,57

5,98

116

6,36

925

,642

,668

37,5

53,7

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InTaka

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2013

(a)

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inist

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pens

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5,91

1,38

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lling

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373,

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3,46

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03,

031,

647,

932

26(a)Consolidatedadministrative,sellinganddistributionexpenses

InTaka

2014

2013

Adm

inist

rativ

eex

pens

es90

4,74

7,65

762

6,86

1,63

3Di

strib

utio

nex

pens

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7,25

1,35

563

9,23

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nses

4,11

4,68

2,45

13,

488,

755,

072

5,67

6,68

1,46

34,

754,

846,

786

27 Other income


Service charges 4,122,794 1,905,190Dividend received 63,021,168 63,021,166Rental income 1,807,000 2,388,000Proceeds from sale of fixed assets 2,769,410 56,294,280Gain/(loss) from foreign currency translations 1,705,037 544,059Proceeds from scrap sale 7,258,369 6,800,094Miscellaneous income 1,898,846 6,638,459

82,582,624 137,591,248

27(a) Consolidated other income


Service charges 4,122,794 1,905,190Dividend received 2,855,905 2,855,904Rental income 23,131,821 6,194,672Sale proceeds of scrap and used bags 37,625,691 39,365,862Gain/(loss) from foreign currency translations 1,705,037 544,059Commission income 9,041,812 5,416,975Proceeds from sale of fixed assets 2,769,410 1,243,653Miscellaneous income 2,779,411 6,806,707

84,031,881 64,333,022

28 Net finance costs


Bank loan 210,562,823 199,782,600Employee welfare fund 15,687,235 13,085,490Finance lease 407,603 534,407Security deposits 16,037,409 10,583,375Workers' profit participation fund 24,389,086 19,796,251ACI 20% Zero Coupon Bonds 29,252,922 51,889,132Other funds/borrowings 63,751 105,145

296,400,829 295,776,400

28(a) Consolidated Net Finance costs


Bank loan 1,311,227,092 1,224,882,643Employee welfare fund 15,687,235 13,085,490Finance lease 4,697,201 6,472,354Security deposits 16,037,409 10,583,375Workers' profit participation fund 24,389,086 19,796,251ACI 20% Zero Coupon Bonds 29,252,922 51,889,132Other funds/borrowings 63,751 105,145Finance costs 1,401,354,696 1,326,814,390



29 Income tax expenseSee accounting policy in Note 39(F).


Current tax expenseCurrent year 358,255,364 258,442,537Adjustment for prior years - -

358,255,364 258,442,537

Deferred tax expense/(income)Change in deferred tax liabilities (37,079,047) (8,317,837)

(37,079,047) (8,317,837)Tax expense/(income) 321,176,317 250,124,700

29(a) Consolidated income tax expense

In Taka Note 2014 2013Current tax expenseCurrent year 619,894,364 470,029,531Adjustment for prior years -

619,894,364 470,029,531

Deferred tax expense/(income)Change in deferred tax liabilities (39,978,849) (13,314,265)

(39,978,849) (13,314,265)Tax expense/(income) 579,915,515 456,715,266

30 Earnings per shareSee accounting policy in Note 39(S).

30.1 Basic earnings per shareThe calculation of basic earnings per share based on the profit attributable to ordinary shareholdersand weighted average number of ordinary shares outstanding is as follows:


Profit(loss) attributable to ordinary shareholders 950,713,609 764,187,906Weighted average number of ordinary shares at 31 December 34,380,864 34,307,008Earnings per share (Taka) 27.65 22.27

30(a) Consolidated earnings per shareSee accounting policy in Note 39(S).

30(a).1 Consolidated basic earnings per shareThe calculation of basic earnings per share based on the profit attributable to ordinary shareholdersand weighted average number of ordinary shares outstanding is as follows:


Profit(loss) attributable to ordinary shareholders (Taka) 573,451,642 203,681,693Weighted average number of ordinary shares at 31 December 34,380,864 34,307,008Earnings per share (Taka) 16.68 5.94

30.2 Diluted earnings per shareThe calculation of diluted earnings per share for the year 31 December is as follows:


Attributable profit for basic earnings per share 950,713,609 764,187,906Interest savings for conversion of bond into equity 677,944 6,779,439Adjusted profit for diluted earnings per share 951,391,553 770,967,345

Weighted average number of shares for basic earnings per share 34,380,864 34,307,008Incremental number of shares from conversion 246,884 455,283Weighted average number of ordinary shares at 31 December 34,627,748 34,762,291Diluted earnings per share (Taka) 27.47 22.18

30(a).2 Consolidated Diluted earnings per share


Attributable profit for basic earnings per share 573,451,642 203,681,693Interest savings for conversion of bond into equity 677,944 6,779,439Adjusted profit for diluted earnings per share 574,129,586 210,461,132

Weighted average number of shares for basic earnings per share 34,380,864 34,307,008Incremental number of shares from conversion 246,884 455,283Weighted average number of ordinary shares at 31 December 34,627,749 34,762,291Diluted earnings per share (Taka) 16.58 6.05

The Group’s diluted and basic EPS for the year 2013 is Taka 6.05 and Taka 5.94 respectively. Since thediluted EPS is higher than the basic EPS, the effect of dilution has created anti-dilution. So, in thegroup level, basic and diluted EPS for the year 2013 are same i.e. Taka 5.94.

31 Financial risk managementThe Company has exposure to the following risks arising from financial instruments:

■ Credit risk (see (ii))■ Liquidity risk (see (iii))■ Market risk (see (iv))

(i) Risk management frameworkThe Company's management has overall responsibility for the establishment and oversight of theCompany's risk management framework. The Company’s risk management policies are established toidentify and analyse the risks faced by the Company, to set appropriate risk limits and controls and tomonitor risks and adherence to limits. Risk management policies and systems are reviewed regularlyto reflect changes in market conditions and the Company’s activities. The Company, through itstraining and management standards and procedures, aims to maintain a disciplined and constructivecontrol environment in which all employees understand their roles and obligations.

(ii) Credit riskCredit risk is the risk of a financial loss to the Company if a customer or counterparty to a financialinstrument fails to meet its contractual obligations.

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of eachcustomer. However, management also considers the factors that may influence the credit risk of itscustomer base, including the default risk of the industry and country in which customers operate.

The maximum exposure to credit risk is represented by the carrying amount of each financial asset inthe statement of financial position.


(a) Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximumexposure to credit risk at the reporting date was:

Carrying amountIn Taka Note 2014 2013

Trade receivables* 11(a) 3,625,256,345 3,507,450,464Other receivables 11(a) 223,350,787 183,957,640Tender deposits 12(a) 34,646,032 48,223,224Cash and cash equivalents 13(a) 966,996,727 801,850,966

1,224,993,546 1,034,031,830

* Trade receivables is net off of security money in Note 22(a).1.

At 31 December, the maximum exposure to credit risk for trade and other receivables by geographicregions was as follows:

Carrying amountIn Taka Note 2014 2013

Domestic 11(a) 3,753,613,811 3,618,438,160Foreign receivable 11(a) 94,993,321 72,969,944

3,848,607,132 3,691,408,104

(b) ImpairmentThe aging of trade receivables that were not impaired was as follows:

Carrying amountIn Taka 2014 2013

Dues below 6 months 3,394,592,945 2,228,004,063Dues over 6 months 787,107,273 1,699,639,653

4,181,700,218 3,927,643,716

The movement in the allowance for impairment in respect of trade receivables during the year was asfollows:

In Taka 2014 2013

Balance at 1 January 185,406,765 130,691,599Impairment loss recognised 166,305,496 54,715,166Balance at 31 December 351,712,261 185,406,765


Cont

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262,

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bilit

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-8,

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dot

her

paya

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3,01

0,18

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8,45

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--

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(iii)

Liquidityrisk

Liqu

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whe

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dst

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with

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Com

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Exposuretoliquidityrisk

The

follo

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.

31December2014


Cont

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1-5

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Note

amou

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Non-derivativefinancialliabilities:

Shor

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8,82

1,42

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48,

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294

-8,

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--

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1,37

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2,67

9,92

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158,

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3,58

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Derivativefinancialliabilities

--

--

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83,7

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3,58

5,28

6,24

89,

102,

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6-

31December2013


(iv) Market riskMarket risk is the risk that any change in market prices, such as foreign exchange rates and interest rates willaffect the Company's income or the value of its holdings of financial instruments. The objective of market riskmanagement is to manage and control market risk exposures within acceptable parameters, while optimisingthe return.

a) Currency riskThe Company is exposed to currency risk to the extent that there is a mismatch between the currencies in whichpurchases are denominated and the respective functional currency of the Company. The functional currency ofthe Company is Bangladesh Taka (Taka/TK/BDT). The foreign currency in which these transactions aredenominated is US Dollar (USD).

Exposure to currency riskThe summary quantitative data about the Company's exposure to currency risk as at the date of consolidatedstatement of financial position was as follows.

In USD 2014 2013

Trade receivables 359,721 360,735Other receivables: 254,286 72,454Cash and cash equivalents 764,942 384,073Trade payables (1,516,455) (1,808,590)Loans and borrowings (26,791,896) (6,676,032)Net exposure (26,929,402) (7,667,360)

In Euro 2014 2013

Trade receivables - -Other receivables: 274,020 349,686Cash and cash equivalents 2,220 2,220Trade payables (178,884) (319,569)Loans and borrowings (1,122,280) (286,385)Net exposure (1,024,924) (254,048)

In GBP 2014 2013

Trade receivables - -Other receivables: - -Cash and cash equivalents 1,439 1,439Trade payables - -Loans and borrowings (26,475) -Net exposure (25,036) 1,439

The following significant exchange rates have been applied during the year:

Average rate Year-end spot rateIn Taka 2014 2013 2014 2013

USD 78.25 78.48 78.95 78.25EUR 103.06 106.21 97.07 108.74GBP 128.63 124.60 123.46 129.50


Sensitivity analysisA reasonably possible strengthening (weakening) of foreign currency against functional currency at 31December would have affected the measurement of financial instruments denominated in a foreign currency andaffected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, inparticular interest rates, remain constant and ignore any impact of forecast sales and purchase.

Equity, net of taxProfit/(loss) increase/(decrease)

Effect in Taka Strengthening Weakening Strengthening Weakening

31 December 2014USD (5% movement) 106,303,815 (106,303,815) 106,303,815 (106,303,815)EUR (5% movement) 4,974,548 (4,974,548) 4,974,548 (4,974,548)GBP (5% movement) 154,541 (154,541) 154,541 (154,541)

31 December 2013USD (5% movement) 29,998,546.00 (29,998,546) 29,998,546 (29,998,546)EUR (5% movement) 1,381,218.29 (1,381,218) 1,381,218 (1,381,218)GBP (5% movement) (9,319.95) 9,320 (9,320) 9,320

b) Interest rate riskInterest rate risk is the risk that arises due to changes in interest rates on borrowings. At present the companyhas no borrowings which is subject to interest rate risk.

Exposure to interest rate riskThe interest rate profile of the Company's interest-bearing financial instruments as at the date of consolidatedstatement of financial position date is as follows.

Nominal AmountIn Taka Note 2014 2013

Fixed rate instrumentsFinancial assetsTerm deposit 125,886,613 115,574,050

Financial liabilities - -Bank overdraft 818,454,318 1,158,146,135Loans and borrowings 12,246,340,411 10,734,813,961

125,886,613 115,574,050

Variable rate instruments -Financial liabilitiesOffshore loan 2,222,233,034 562,049,007

2,222,233,034 562,049,007


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32 CommitmentsOn the date of statement of financial position, the Company was enjoying unfunded creditfacilities from the following banks:

In Taka 2014 2013

AB Bank Limited 344,550,000 31,736,000Bank Alfalah Limited 45,350,000 4,766,806BRAC Bank limited 205,094,000 13,062,868Commercial Bank of Ceylon 43,144,868 39,277,294The Hongkong Shanghai Banking Corporation Limited 168,802,081 85,533,647Dutch Bangla Bank Limited 23,230,028 36,863,373Eastern Bank Limited 112,612,889 108,074,012One Bank Limited 552,299 -Standard Chartered Bank 273,448,897 138,427,958The City Bank Limited 177,450,043 46,483,262United Commercial Bank Limited 38,372,000 -

1,432,607,105 504,225,220

33 Contingencies

In Taka 2014 2013

Shipping GuaranteeStandard Chartered Bank Limited 6,749,633 7,839,810

6,749,633 7,839,810Bank GuaranteeStandard Chartered Bank Limited 6,274,732 3,000,000Eastern Bank Limited 1,526,450 501,946,888Bank Asia Limited 3,429,930 3,152,866

11,231,112 508,099,754

34 Capital expenditure

In Taka 2014 2013

i) Contracted but not approved for - -ii) Approved but not contracted for 226,780,511 64,730,141


35 Production capacity

Capacity in units packper 8hr/month Utilization

2014 2013 2014 2013

Pharmaceuticals, Consumer Brand 5,650,000 5,650,000 103% 99%and Animal Health

36 Related parties

a) Transactions with key management personnel

(i) Loans to directors

During the year, no loan was given to the directors of the Company.

(ii) Key management personnel compensation

Key management personnel compensation comprised the following:

In Taka 2014 2013

Salary 22,724,500 20,142,200Benefit 9,018,674 8,096,090Provident fund contribution 1,740,420 1,542,870

33,483,594 29,781,160

Company’s key management personnel includes the Company's directors. Compensationincludes salaries, non-cash benefits, and contributions to a post employment defined benefitplan.

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AccumulatedIn Taka Cost depreciation Carrying value

Assets:Land and Land development 225,000,000 - 225,000,000Building 95,304,141 (25,064,311) 70,239,830Road and other construction 7,032,636 (1,909,304) 5,123,332Internal decoration 11,248,179 (5,660,733) 5,587,446Electrical and other appliances 598,225 (503,526) 94,699Generator & Lift 16,305,843 (9,864,107) 6,441,736Advance Income tax 3,794,523Security deposit 210,000Other receivable 784,700Total Assets 317,276,266

Liabilities:Accrued expenses 23,000Income tax payable 1,430,545Inter company receivable/ payables 93,632,920Total Liabilities 95,086,465

37 Other disclosures

37.1 Number of employeesDuring 2014, number of regular employees receiving remuneration of Tk. 36,000 or above per annum was6,930 (2013: 4,955).

37.2 ComparativesPrevious year's figures have been rearranged, whenever considered necessary to conform to the currentyear's presentation.

37.3 Subsequent eventsThe Directors of Advanced Chemical Industries Limited have entered into Agreements on 24 April 2015whereby S. C. Johnson & Son, Inc. a corporation incorporated under the laws of the State of Wisconsin,USA has purchased the Brands in the categories of Insect Control, Air Care and Toilet Care Products onmutually beneficial terms at a price of Taka 250.5 crore and that Advanced Chemical Industries Limitedwill continue to be the Distributor of the Products for a period of 5 years.

In addition, the Board of Directors in their meeting held on 29 April 2015 have recommended cashdividend @ 100% per share of Taka 10 each aggregating to Taka 346,406,340 and stock dividend @ 15%i.e. 1.5 (one & half) bonus share for every 10 (ten) ordinary share of Taka 10 each aggregating to Taka51,960,950 for the year ended 31 December 2014 subject to approval of the shareholders' in the AnnualGeneral Meeting scheduled to be held on 11 June 2015. The financial statements for the year ended 31December 2014 do not include the effect of the cash dividend which will be accounted for in the periodwhen shareholders' right to receive payment is established.

There are no other events identified after the date of the statement of financial position which requireadjustment or disclosure in the accompanying financial statements.

38 Basis of measurementThe financial statements have been prepared on historical cost basis except for certain assets which arestated either at revalued amount or fair market value as explained in the accompanying notes.


39 Significant accounting policiesThe accounting policies set out below have been applied consistently to all periods presented in thesefinancial statements.

Set out below is an index of the significant accounting policies, the details of which are available on thefollowing pages:

A. Basis of consolidationB. RevenueC. Foreign currencyD. Employee benefitsE. Finance income and finance costsF. Income taxG. InvestmentH. InventoriesI. Property, plant and equipmentJ. Intangible assetsK. Leased assetsL. Financial instrumentsM. Share capitalN. ProvisionsO. ImpairmentP. Going concernQ. ContingenciesR. Statement of cash flowsS. Earnings per share (EPS)T. Events after the reporting period

(A) Basis of consolidation

(i) SubsidiariesSubsidiaries are entities controlled by ACI Limited. Control exists when ACI Limited has the power togovern the financial and operating policies of an entity so as to obtain benefits from its activities. Inassessing control, potential voting rights that presently are exercisable are taken into account. Thefinancial statements of subsidiaries have been included in the consolidated financial statements from thedate that control commences until the date that it ceases. The accounting policies of subsidiaries havebeen changed when necessary to align them with the policies adopted by ACI Limited.

(ii) Transactions eliminated on consolidationIntra-group balances and transactions and any unrealized income and expenses arising from intra-grouptransactions are eliminated in preparing the consolidated financial statements. Unrealized gains arisingfrom transactions with associates are eliminated against the investment to the extent of ACI Limited'sinterest in the investee. Unrealized losses, if any, are eliminated in the same way as unrealized gains butonly to the extent that there is no evidence of impairment.

(B) Revenue

(i) Sale of goodsRevenue is recognized upon invoicing the customers for goods sold and delivered. Sales are accounted fornet of value added tax, trade discount and allowances (if any). In case of cash delivery, revenue isrecognized when delivery is made and cash is received by the Company.

(ii) Revenue arising from servicesRevenue from services rendered is recognized in income statement in proportion to the stage ofcompletion of the transaction at the reporting date.

(iii) Revenue arising from commissionWhen the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenueis recognized in the net amount of commission earned by the Group.


(iv) Dividend incomeDividend income is recognized when right to receive payment of such dividend is established.

(v) Allocation of common service costsCommon costs and facilities are allocated to entities based on common cost sharing agreement andfollowed consistently.

(C) Foreign currencyForeign currency transactions are accounted for at exchange rate prevailing on the date of transaction.Monetary assets and liabilities denominated in foreign currencies at reporting date are translated at ratesruling at the statement of financial position date. All exchange differences are charged / credited to thestatement of comprehensive income.

(D) Employee benefits

(i) Defined contribution plan (provident fund)The Company operates a recognized provident fund scheme where employees contribute 10% of theirbasic salary with equal contribution by the Company. The provident fund is considered as definedcontribution plan being managed by a Board of Trustees.

(ii) Defined benefit plan (gratuity)The Company operates an unfunded gratuity scheme, provision in respect of which is made annuallycovering all permanent employees. The Employees' Gratuity Fund is being considered as defined benefitplan.Defined benefit plan is a retirement benefit plan under which amounts to be paid as retirement benefitsare determined by reference to employees' earnings and year of services. The rate used to discount postemployment benefit obligations is determined by reference to the rate stated in the actuarial report.Actuarial valuation of gratuity scheme has been made in 2013 to assess the adequacy of the liabilitiesprovided for the schemes.

(iii) Workers' profit participation fundThe Company had created funds for workers as 'Workers' Profit Participation Fund' and 5% of the profitbefore charging such expense have been transferred to this fund.

(E) Finance income and finance costs

The Company’s finance income and finance costs include:• interest income; and• interest expense;Interest income or expense is recognised using the effective interest method.

(F) Income tax

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to theextent that it relates to items recognised directly in equity or in OCI (Other Comprehensive Income).

(i) Current taxCurrent tax comprises the expected tax payable or receivable on the taxable income or loss for the yearand any adjustment to tax payable or receivable in respect of previous years. It is measured using taxrates enacted or substantively enacted at the reporting period. The applicable tax rate for the Company iscurrently 27.5%


(ii) Deferred taxDeferred tax is recognised in respect of temporary differences between the carrying amounts of assets andliabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is notrecognised for:- temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business

combination and that affects neither accounting nor taxable profit or loss;- taxable temporary differences arising on the initial recognition of goodwill.Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporarydifferences to the extent it is probable that future taxable profits will be available against which they can beused. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is nolonger probable that the related tax benefit will be realised; such reductions are reversed when theprobability of future taxable profits improve.

(G) Investment in shares

In the separate financial statements of the Company, investment in subsidiaries, associates and jointventures has been carried at cost as per Bangladesh Accounting Standard 27 Separate Financial Statements.All other investments categorized under 'Investment available for sale' and 'Held-to-maturity' are carried atfair value.In the consolidated financial statements of ACI Limited, following valuation principles have been used:Investments in subsidiaries - Investment in subsidiaries has been accounted for as per Bangladesh FinancialReporting Standard 10 Consolidated Financial Statements. The investment is eliminated in full against theequity of acquiree measured at fair value at the date of acquisition as per Bangladesh Financial ReportingStandard 3 Business Combinations.Investments available for sale - These are valued at fair value and the change in fair value of investmentsavailable for sale is presented in comprehensive income statement and in statement of financial position.This is as per Bangladesh Financial Reporting Standard 7 Financial Instruments Disclosures, BangladeshAccounting Standard 32 Financial Instruments: Presentation and Bangladesh Accounting Standard 39Financial Instruments: Recognition and Measurement.Associates and joint ventures - Associates are those entities in which ACI Limited has significant influence,but not control, over the financial and operating policies. Joint ventures are those entities over whoseactivities ACI Limited has joint control, established by contractual agreement and requiring unanimousconsent for strategic, financial and operating decisions. Associates and joint ventures are accounted for usingthe equity method (equity accounted investees). The consolidated financial statements include the ACILimited's share of the income and expenses of equity accounted invested, after adjustments to align theaccounting policies with those of the ACI Limited, from the date that significant influence or joint controlcommences until the date that significant influence or joint control ceases. This is in consistent withBangladesh Financial Reporting Standard 11 Joint Arrangements and Bangladesh Financial ReportingStandard 12 Disclosure of Interests in other Entities.Amalgamation - All assets, liabilities, income and expenditure of Apex Leathercraft Limited (transferorcompany) have been amalgamated with assets, liabilities, income and expenditure of Advanced ChemicalIndustries Limited (transferee company). Investment held by Advanced Chemical Industries Limited intransferor company is eliminated against the share capital of Apex Leathercraft Limited. Transactionsbetween transferor and transferee companies have also been eliminated.Issuance of shares pursuant to the Scheme of Amalgamation - As per verdict of the Honourable High Court,necessary shares of Advanced Chemical Industries Limited has been allotted in favour of the shareholders ofthe Apex Leathercraft Limited after having approval from regulatory authorities on the basis of the schemeof amalgamation. Brief scheme of amalgamation as approved by the Honourable High Court on 17 November2014 are as follows:"Effective date of amalgamation: The judgement and order has been taken effect after filing of the certifiedcopy of the same to the Registrar of Joint Stock Companies and Firm on 3 December 2014.Purchase consideration: 2.8 ordinary shares of Taka 10 each in Advanced Chemical Industries Limited hasbeen issued in exchange of 1 (one) ordinary share of Taka 100 each in Apex Leathercraft Limited. Transfereecompany has issued in total 280 shares of Taka 10 each in favour of shareholders of transferor company.Date of allotment: Allotment has been made after obtaining approval from Bangladesh Securities andExchange Commission (BSEC) and Registrar of Joint Stock Companies and Firm.


(H) Inventories

Inventories except materials in transit are measured at the lower of cost and net realisable value. The costof inventories is based on the weighted average method, and includes expenditure incurred in acquiringthe inventories, production or conversion costs and other costs incurred in bringing them to their existinglocation and condition. In the case of manufactured inventories and work-in-progress, cost includes anappropriate share of production overheads based on normal operation capacity.Net realizable value is the estimated selling price in the ordinary course of business, less the estimatedcosts of completion and selling expenses.Stock- in-transit represents the cost incurred up to the date of the statement of financial position for theitems that were not received till to the date of reporting. Inventory losses and abnormal losses arerecognized as expenses.

(I) Property, plant and equipment

(i) Recognition and measurementItems of property, plant and equipment are measured at cost or revaluation less accumulateddepreciation. The items of property, plant and equipment were revalued in the year 2004, 2007 and 2010by the firm of professional valuers on the basis of fair market value. When revalued assets are disposedoff, the amounts included in the revaluation surplus are transferred to retained earnings. Capital work-in-progress represents the cost incurred for acquisition and / or construction of items of property, plant andequipment that were not ready for use at the end of 2014 and these are stated at cost.

Cost includes expenditure that is directly attributable to the acquisition of asset. The cost of selfconstructed asset includes the cost of material, direct labour and any other costs directly attributable tobringing the assets to the working condition for their intended use.Subsequent to initial recognition cost of replacing part of an item of property, plant and equipment isrecognized in the carrying amount of the item if it is probable that the future economic benefits embodiedwithin the part will flow to the Company and its cost can be measured reliably. All other repair andmaintenance expenses are charged to income statement as it is incurred.

(ii) DepreciationAll items of property, plant and equipment have been depreciated on straight line basis. Depreciation onadditions are charged at 50% of normal rates only in the year of acquisition and no depreciation ischarged in the year of disposal. Depreciation is charged at the rates varying from 2.5% to 20% dependingon the estimated useful lives of assets. No depreciation is charged for land and capital work-in-progress.The Company is following this policy consistently from past years.The revalued items of property, plant and equipment are depreciated by writing off their revalued amountat the date of revaluation over their remaining estimated useful lives.The estimated useful lives for the current and comparative years are as follows:

In Year 2014 2013Building 40 40Plant and machinery 10 10Furniture and fixture 10 10Electrical and other office appliances 10 10Office machinery 5 10Vehicles 5 5

Depreciation methods, useful lives and residual values are reviewed at each reporting date. Estimation ofuseful life of office equipment has been revised from 10 years to 5 years during the year 2014.


(iii) Capitalization of borrowing costsBorrowing cost relating to acquisition of fixed assets is capitalized as per Bangladesh Accounting Standard(BAS) - 23, Borrowing costs at the weighted average cost of borrowings. However, capitalization ofborrowing costs is ceased when acquisition of relevant asset is completed.

(iv) ImpairmentThe carrying amount of the entity's non-financial assets, other than inventories and deferred tax assets(considered as disclosed separately under respective accounting standards), are reviewed at eachreporting date to determine whether there is any indication of impairment. If any such indication exists,the asset's recoverable amount is reestimated. However, no such conditions that might be suggestive of aheightened risk of impairment of assets existed at the reporting date.

(J) Intangible asset

(i) GoodwillGoodwill represents the excess of the cost of the acquisition over the Group's interest in the net value ofthe identifiable assets and liabilities of the acquiree on the date of acquisition.

(ii) SoftwareSoftware that is acquired by the Group, which has finite useful life, is measured at cost less accumulatedamortization and accumulated impairment losses.Subsequent expenditure is capitalized only when it increases the future economic benefits embodied inthe specific assets to which it relates.

(iii) AmortizationAmortization is charged in the income statement on a straight line basis over the estimated useful lives ofintangible assets other than goodwill. Amortization on additions are charged at 50% of normal rates onlyin the year of acquisition. Amortization is charged at the rates of 10-20% depending on the estimateduseful lives of assets and no amortization is charged in the year of disposal.The estimated useful life for the current intangible asset is as follows:

Useful life Normal rateSoftware 5-10 years 10-20 PercentAmortization methods, useful lives and residual values are reviewed at each reporting date.

(K) Leased assets

(i) Finance leaseLeases in terms of which the Company assumes substantially all the risks and rewards of ownership areclassified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal tothe lower of its fair value and the present value of the minimum lease payments. Subsequent to initialrecognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

DepreciationDepreciation is charged according to the policy applicable for the owned assets of the Company.

Lease paymentsMinimum lease payments made under finance leases are apportioned between the finance expense andthe reduction of the outstanding liability. The finance expense is allocated to each period during the leaseterm so as to produce a constant periodic rate of interest on the remaining balance of the liability.

(ii) Operating leasePayments made under operating leases are recognized in income statement on a straight line basis overthe term of the lease.

(L) Financial instruments

Non-derivative financial instruments comprise investments in shares and term deposit, trade receivables,cash and cash equivalents, trade payables and interest-bearing borrowings.


(i) Financial assetsThe Company initially recognises receivables and deposits issued on the date when they are originated. Allother financial assets are initially recognised on the trade date.The Company derecognises a financial asset when the contractual rights to the cash flows from the assetexpire, or it transfers the rights to receive the contractual cash flows in a transaction in whichsubstantially all of the risks and rewards of ownership of the financial asset are transferred, or it neithertransfers nor retains substantially all of the risks and rewards of ownership and does not retain controlover the transferred asset.The Company's financial assets comprise trade and other receivables, investment in shares and termdeposit and cash and cash equivalents.

Trade and other receivablesTrade receivables are recognized at original invoiced amount. Receivables are stated at netted offprovision for bad and doubtful debt and written off. Provision is made in the financial statementsconsidering the uncertainty of recovery at the date of the statement of financial position and bad debtsare written off when the debts became finally irrecoverable based on assessment and judgment made bysenior management of the Company.

Investment in shares-other than the investment in subsidiaries, associates and joint venturesInvestment in shares are non-derivative financial assets that are designated as available-for-sale. Initiallythey are recognized at cost and subsequent to initial recognition, they are measured at fair value andchanges therein, other than impairment losses and foreign currency differences on available-for-sale arerecognized in other comprehensive income and presented in fair value reserve in equity. When aninvestment is derecognized, the gain or loss accumulated in equity is reclassified to profit or loss.

Investment in Term DepositThe Company has the positive intent and ability to hold term deposit to maturity, and as such financialassets are classified as held to maturity. Held-to-maturity financial assets are recognized at fair value plusany directly attributable transaction cost.

Cash and cash equivalentsCash and cash equivalents comprise cash balances and all call deposits with original maturities of threemonths or less. Bank overdrafts that are repayable on demand and form an integral part of the Company'scash management are included as a component of cash and cash equivalents for the purpose only of thestatement of cash flows.

(ii) Financial LiabilitiesThe Company initially recognises financial liabilities on the transaction date at which the Companybecomes a party to the contractual provisions of the liability.The Company derecognises a financial liability when its contractual obligations are discharged orcancelled, or expired.The Company's financial liabilities comprise trade and other payables and interest - bearing borrowings.The Company recognises such financial liability when its contractual obligations arising from past eventsare certain and the settlement of which is expected to result in an outflow from the entity of resourcesembodying benefits.

(vi) Trade payablesTrade payables are recognized at fair value.

(vii) Interest-bearing borrowingsInterest-bearing borrowings are recognized initially at fair value less attributable transaction costs.Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost using theeffective interest method less any impairment losses.

(viii) ACI 20% Convertible Zero Coupon Bonds (ZCB)Zero Coupon Bonds are recognized initially at fair value less attributable transaction costs. Subsequent toinitial recognition, ZCBs are stated at amortized cost using the effective interest method.


M. Share capitalOrdinary shares are classified as equity. Incremental cost directly attributable to the issue of ordinaryshares are recognized as a deduction from equity, net of any tax effect.

N. ProvisionsA provision is recognized in the statement of financial position when the Company has a legal orconstructive obligation as a result of a past event, it is probable that an outflow of economic benefits willbe required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

O. Impairment

(i) Financial assetsFinancial assets are assessed at each reporting date to determine whether there is objective evidence ofimpairment. Objective evidence that financial assets are impaired includes:- default or delinquency by a debtor;- restructuring of an amount due to the Company on terms that the Company would not consider

otherwise;- indications that a debtor or issuer will enter bankruptcy;- adverse changes in the payment status of borrowers or issuers; or- observable data indicating that there is measurable decrease in expected cash flows from a company

of financial assets.

The Company considers evidence of impairment for these assets at both an individual asset and acollective level. All individually significant assets are individually assessed for impairment. Those found notto be impaired are then collectively assessed for any impairment that has been incurred but not yetindividually identified. Assets that are not individually significant are collectively assessed for impairment.Collective assessment is carried out by grouping together assets with similar risk characteristics.

In assessing collective impairment, the Company uses historical information on the timing of recoveriesand the amount of loss incurred, and makes an adjustment if current economic and credit conditions aresuch that the actual losses are likely to be greater or lesser than suggested by historical trends.

An impairment loss is calculated as the difference between an asset’s carrying amount and the presentvalue of the estimated future cash flows discounted at the asset’s original effective interest rate. Lossesare recognised in profit or loss and reflected in an allowance account. When the Company considers thatthere are no realistic prospects of recovery of the asset, the relevant amounts are written off. If theamount of impairment loss subsequently decreases and the decrease can be related objectively to anevent occurring after the impairment was recognised, then the previously recognised impairment loss isreversed through profit or loss.

(ii) Non-financial assetsAt each reporting date, the Company reviews the carrying amounts of its non-financial assets (other thandeferred tax assets) to determine whether there is any indication of impairment. If any such indicationexists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cashinflows from continuing use that are largely independent of the cash inflows of other assets or CGUs(Cash-generating units).

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs tosell. Value in use is based on the estimated future cash flows, discounted to their present value using apre-tax discount rate that reflects current market assessments of the time value of money and the risksspecific to the asset or CGU.

An impairment loss is recognised in profit or loss if the carrying amount of an asset or CGU exceeds itsrecoverable amount.


P. Going concern

During the year under review, ACI Logistics Limited, a subsidiary of ACI Limited, incurred a net loss of Tk.1,027,288,608 making an accumulated loss at the reporting date to Tk. 4,472,869,073. The Company'scurrent liabilities exceeded the current assets by Tk. 4,284,491,475at the reporting date. The paid upcapital of the Company at the closing date was Tk. 360,000,000. Its dues to banks and finance leaseCompany on the same date was Tk. 2,944,147,920. The management is, however, confident that theCompany will continue in operational existence for a foreseeable future on the basis of continued supportfrom the parent Company, ACI Limited and improved trading conditions.

During the year under review, ACI Foods Limited, a subsidiary of ACI Limited, incurred a net loss of Tk.158,139,232 making an accumulated loss at the balance sheet date amounting to Tk. 1,090,002,749 andthe Company's current liabilities exceeded the current assets by Tk. 1,341,573,534. The paid up capital ofthe Company at the closing date was Tk. 40,000,000, where as its dues to Banks on the same date wasTk. 665,670,040. The management is, however, confident that the Company will continue in operationalexistence for a foreseeable future on the basis of continued support of the Company's banks andshareholders.

In view of the continued support and assurance from the Group and major shareholders, managementbelieves that it remains appropriate to prepare these financial statements on a going concern basis.

Q. Contingencies

Contingent liabilityContingent liability is a possible obligation that arises from past events and whose existence will beconfirmed only by the occurrence or non-occurrence of one or more uncertain future events not whollywithin the control of the entity.

The Company discloses contingent liability in the financial statements. A provision is recognised in theperiod in which the recognition criteria of provision is met.

Contingent assetContingent asset is a possible asset that arises from past events and whose existence will be confirmedonly by the occurrence or non-occurrence of one or more uncertain future events not wholly within thecontrol of the entity.

The Company does not recognise contingent asset.

R. Statement of cash flowsCash flows from operating activities are presented under direct method as per BAS 7: Statement of cashflows.

S. Earnings per share (EPS)

The Company and the Group (which is made up of ACI Limited and its subsidiaries and associates)present its basic earnings per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing theprofit or loss attributable to ordinary shareholders of the Company / Group by the weighted averagenumber of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the profitor loss attributable to the ordinary shareholders and the weighted average number of ordinary sharesoutstanding for the effects of all dilutive potential ordinary shares. This has been shown on the face ofincome statement and computation of EPS is stated in note 30.

T. Events after the reporting period

Events after the reporting period that provide additional information about the Company's position at thereporting date or those that indicate the going concern assumption is not appropriate are reflected in thefinancial statements. Events after the reporting period that are not adjusting events are disclosed in thenotes when material.


40. Name of auditors of the group companies

Name of the company Status of the company Name of auditors

ACI Formulations Limited Subsidiary Rahman Rahman HuqACI Logistics Limited Subsidiary Rahman Rahman HuqACI Healthcare Limited Subsidiary Rahman Rahman HuqACI Godrej Agrovet (Pvt.) Limited Joint venture Rahman Rahman HuqTetley ACI (Bangladesh) Limited Joint venture Rahman Rahman HuqACI Salt Limited Subsidiary Hoda Vasi Chowdhury & Co.ACI Foods Limited Subsidiary M. J. Abedin & co.ACI Pure Flour Limited Subsidiary M. J. Abedin & co.Creative Communication Limited Subsidiary Ashraful Haque Nabi & Co.ACI Motors Limited Subsidiary Ashraful Haque Nabi & Co.Premiaflex Plastics Limited Subsidiary Ashraful Haque Nabi & Co.ACI Edible Oils Limited Subsidiary Ashraful Haque Nabi & Co.ACI Chemicals Limited Subsidiary Ashraful Haque Nabi & Co.Flyban Insecticides Limited Subsidiary Shiraz Khan Basak & Co.ACI Agrochemicals Limited Subsidiary Shiraz Khan Basak & Co.Stochastic Logic Limited Associate Shiraz Khan Basak & Co.Asian Consumer Care (Pvt.) Limited Associate Ahmed Mashque & Co.Computer Technology Limited Associate



Report of the Directors and AuditedFinancial Statements of the SubsidiaryCompanies for the year 2014

In 2014 ACI Formulations Ltd. (ACI FL) had an outstanding achievement with commendable growth of 24%

over previous year. The weather condition was favourable for crops and there was less infestation. Some of

the reasons for good performance were aggressive marketing strategy, tight credit control, fine-tuned

inventory management and targeted promotional activities.

In Crop Care business we have achieved 34% growth over last year. Under Herbicide category, we have done

well and Fungicide also achieved excellent growth. Insecticide market was stagnant, yet we achieved growth

better than the market. We have registered some additional products which will improve our product range

and yield results in 2015.

Most remarkable achievement in 2014 was tripling the sales of Flora, a plant growth regulator, which has

demonstrated remarkable increase in production of various crops, fruits and vegetables.

Bio-pesticide is gradually getting accepted by the farmers. Organic vegetables are in demand and fetched a

premium price. We have accessed a range of Bio-pesticide developed by a world renowned company based in

the UK. We are paying special attention in promoting Bio-pesticides by having a dedicated team of experts

and we hope to be the market leader in this category.

We are gradually and systematically modernizing our portfolio of pest control products with more cost

effective and eco friendly solutions.

In Public Health sector, our principals have developed products for control of Vector-borne diseases like Kala-

Azar, Malaria and Dengue, by different methods and applications, with the support of World Health

Organization. We will try to market these products. We are taking the assistance of reputed Universities and

Research Organizations in Bangladesh for field trials of these products.

Our factory production units did well. We have paid attention to improvement of yield optimization of energy

consumption, reduction of machine breakdown and increased production efficiency.


ACI Formulations LimitedDirectors' Report


Materials procurement was on time and there was no shortage of products. We have invested in new

machinery and expanded our range of products and varieties to meet market needs. We have acquired

controlling shares in a company which has Neem soap as one its products. We are re-launching Neem soap

with the ambition to capture a sizable market share. We have joined hands with the world-renowned company

AkzoNobel which is the world's number one paints company as a distributor and toll manufacturer.

Our Effluent Treatment Plant (ETP) is fully compliant with the environmental regulations and we process all

waste materials, both solid and liquid to remove or breakdown the toxic chemicals and recycle them wherever

possible. Our residual disposals meet world class standard.

People are our biggest asset. We help our employees to get the necessary training to maximize their

potential. We have a well-resourced training department engaged in assisting employees to reach their

professional goals. We empower our employees through delegation of authority and evaluate them under a

scientific system called Balanced Score Card. We acknowledge the contribution of our employees who

achieved the commendable results in a field of intense competition, through their hard work and dedication.

ACI FL is focused on creating value for its customers by providing high quality products and by adhering to

the concept of sustainable development. We take our social responsibility seriously and therefore occupational

health, safety and environmental protection are always on top of our priority list. We aspire to achieve even

better results. We are shaping our business strategies accordingly.



Ms. Shusmita AnisManaging Director

Financial ResultsIn 2014, total revenue of the Company was Taka 2,908 million, an increase of Taka 568 million from 2013, resulting into24.26% higher revenue over last year. The cost of sales has increased by 23.56% due mainly to higher sales volumeover last year. In addition to that changes in product mix (i.e. sale of high margin product compare to 2013) andfavorable material price over last year led a positive impact in Gross profit which increased by 26.35% compared to2013. The operating cost has increased by 20.69% due to normal pay rise, inflationary adjustment and increased salesvolume; on the other side financing cost has reduced by 14.79% over last year because of efficient working capitalmanagement coupled with enjoying lower borrowing cost during the year under review. In 2014, the profit before taxand profit after tax of the Company were Taka 259.66 million and Taka 187.62 million respectively. The earnings pershare was Taka 4.17 in 2014 which is 45.30% higher than last year.

Appropriation of ProfitConsidering the financial results of the Company during the year and free reserve carried over, the Directors recommendedappropriation of net profit as follows:

2014 2013Taka Taka

Un-appropriated profit from previous year 475,011,664 458,281,132Add: Net profit after tax for the year 187,615,832 129,230,532Total available for appropriation 662,627,496 587,511,664

Appropriation proposed:Proposed dividend:Cash dividend 135,000,000 112,500,000Balance carried forward 527,627,496 475,011,664

With the balance carried forward in this year and with ploughing back of the profit, Directors are confident that Companywill be able to maintain prudent dividend policy in years to come.

DividendThe Board of Directors is pleased to recommend cash dividend @30% per share of Taka 10 i.e. Taka 3.0 per share forthe year 2014 to those shareowners whose names will be appeared in the Share Register of Members of the Company orin the Depository list of CDBL on the Record Date which is Wednesday, 13th May 2015.

Contribution to the National ExchequerDuring 2014, the Company contributed Tk. 246.47 million to the National Exchequer in the form of corporate tax,custom duty, VAT etc. This is equivalent to 8.46% of our gross sales revenue for the year 2014.

Cost of Goods Sold and Profit MarginsIn 2014, the key factors in COGS were the stable exchange rate and positive material price variance over last year. Thishas led to a positive impact on COGS resulting into an increase of overall gross profit margin to 25.40% in 2014 from24.98% in 2013.

In 2014 and 2013 the operating profit margin were 11.24% and 10.44% respectively. This has increased due mainly tohigher revenue and changes in product mix compare to last year. The operating cost has increased by 20.69% due tonormal pay rise, inflationary adjustment and increased selling expenses; on the other side financing cost has reduced by14.79% over last year because of efficient working capital management coupled with enjoying lower borrowing cost duringthe year under review. In 2014, the profit before tax and profit after tax of the Company were Taka 259.66 million andTaka 187.62 million respectively.

Mr. Kamran T. RahmanDirector



INDEPENDENT AUDITOR'S REPORTto the Shareholders ofACI Formulations Limited

Report on the Financial StatementsWe have audited the accompanying separate financial statements of ACI Formulations Limited ("the Company") as well as theconsolidated financial statements of ACI Formulations Limited and its subsidiaries ("the Group"), which comprise the separateand the consolidated statements of financial position as at 31 December 2014, statements of profit or loss and othercomprehensive income, statements of changes in equity, statements of cash flows for the year then ended, and a summary ofsignificant accounting policies and other explanatory information.Management's Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of the separate financial statements of the Company andthe consolidated financial statements of the Group in accordance with Bangladesh Financial Reporting Standards, and for suchinternal control as management determines is necessary to enable the preparation of the separate financial statements of theCompany and the consolidated financial statements of the Group that are free from material misstatement, whether due tofraud or error.Auditor's ResponsibilityOur responsibility is to express an opinion on the separate financial statements of the Company and the consolidated financialstatements of the Group based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing.Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the separate financial statements of the Company and the consolidated financial statements of theGroup are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the separate financialstatements of the Company and the consolidated financial statements of the Group. The procedures selected depend on ourjudgment, including the assessment of the risks of material misstatement of the separate financial statements of the Companyand the consolidated financial statements of the Group, whether due to fraud or error. In making those risk assessments, weconsider internal control relevant to the entity's preparation and fair presentation of the separate financial statements of theCompany and the consolidated financial statements of the Group in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entities internal control. An auditalso includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates madeby management, as well as evaluating the overall presentation of the separate financial statements of the Company and theconsolidated financial statements of the Group.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.OpinionIn our opinion, the separate financial statements of the Company and the consolidated financial statements of the Group give atrue and fair view of the financial position of the Company as well as of the Group as at 31 December 2014, and of theirfinancial performance and their cash flows for the year then ended in accordance with Bangladesh Financial ReportingStandards.Other matterThe separate financial statements of the Company for the year ended 31 December 2013 were audited by another auditor whoexpressed an unmodified opinion on those financial statements on 29 April 2014.Report on Other Legal and Regulatory RequirementsIn accordance with the Companies Act 1994 and Bangladesh Securities and Exchange Rules 1987, we also report the following:(a) we have obtained all the information and explanation 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 account as required by law have been kept by the Company so far as it appeared

from our examination of those books;(c) the separate and the consolidated statements of financial position and statements of profit or loss and other

comprehensive income dealt with by the report are in agreement with the books of account; and(d) the expenditure incurred was for the purposes of the Company’s business.



ACI Formulations LimitedStatement of Financial Position

31 December 31 DecemberIn Taka 2014 2013

AssetsProperty, plant and equipment 1,244,949,311 1,244,808,289Investments 14,539,138 2,808,233Non-current assets 1,259,488,449 1,247,616,522

Inventories 676,561,087 573,655,124Trade and other receivables 868,882,545 825,205,635Advances, deposits and prepayments 181,132,490 134,469,469Cash and cash equivalents 84,802,811 118,780,242Current assets 1,811,378,933 1,652,110,470Total assets 3,070,867,382 2,899,726,992

EquityShare capital 450,000,000 450,000,000Reserves 692,960,311 692,960,311Retained earnings 662,627,496 587,511,664Total equity 1,805,587,807 1,730,471,975

LiabilitiesEmployee benefits 13,275,149 10,987,355Deferred tax liabilities 47,753,650 53,149,289Non-current liabilities 61,028,799 64,136,644

Bank overdrafts 63,351,555 52,490,536Loans and borrowings 712,586,115 757,296,347Trade and other payables 287,091,746 179,211,111Provision for tax 141,221,360 116,120,379Current liabilities 1,204,250,776 1,105,118,373Total liabilities 1,265,279,575 1,169,255,017Total equity and liabilities 3,070,867,382 2,899,726,992






ACI Formulations LimitedStatement of Profit or Loss and other Comprehensive Income

In Taka 2014 2013

Revenue 2,908,108,612 2,340,431,716

Cost of sales (2,169,525,855) (1,755,875,325)

Gross profit 738,582,757 584,556,391

Other income 6,824,074 6,449,304

Administrative, selling and distribution expenses (418,467,133) (346,726,896)

Operating profit 326,939,698 244,278,799

Net finance costs (53,617,413) (62,924,420)

Profit before contribution to WPPF 273,322,285 181,354,379

Contribution to WPPF (13,666,114) (9,067,719)

Profit before tax 259,656,171 172,286,660

Income tax expense:

Current tax (77,435,978) (50,295,362)

Deferred tax income/(expense) 5,395,639 7,239,234

(72,040,339) (43,056,128)

Profit after tax 187,615,832 129,230,532

Other comprehensive income - -

Total comprehensive income 187,615,832 129,230,532

Earnings per share

Basic earnings per share 4.17 2.87




For the year ended 31 December



ACI Formulations LimitedStatement of Changes in Equity

Attributable to owners of the CompanyShare Revaluation Retained

In Taka capital reserve earnings Total

Balance at 1 January 2013 450,000,000 692,960,311 570,781,132 1,713,741,443

Total comprehensive incomeProfit after tax - - 129,230,532 129,230,532Total comprehensive income - - 129,230,532 129,230,532

Contributions and distributionsDividends paid - - (112,500,000) (112,500,000)Total transactions with owners of the Company - - (112,500,000) (112,500,000)Balance at 31 December 2013 450,000,000 692,960,311 587,511,664 1,730,471,975

For the year ended 31 December 2013

Attributable to owners of the CompanyShare Revaluation Retained

In Taka capital reserve earnings Total

Balance at 1 January 2014 450,000,000 692,960,311 587,511,664 1,730,471,975

Total comprehensive incomeProfit after tax - - 187,615,832 187,615,832Total comprehensive income - - 187,615,832 187,615,832

Contributions and distributionsDividends paid - - (112,500,000) (112,500,000)Total transactions with owners of the Company - - (112,500,000) (112,500,000)Balance at 31 December 2014 450,000,000 692,960,311 662,627,496 1,805,587,807



ACI Formulations LimitedStatement of Cash Flows

In Taka 2014 2013



Purchase of inventories (2,198,912,233) (1,586,609,442)Other receivables (3,625,666) (7,129,187)Operating expenses (286,036,067) (325,433,907)Other payables 2,627,120 (585,070)Payment for WPPF (16,566,743) (4,972,224)Advances, deposits and prepayments (26,198,447) (2,255,021)

(2,528,712,037) (1,926,984,851)Cash generated from operations 137,450,078 531,614,753

Net finance costs (53,617,413) (62,924,420)Income tax expense (72,799,571) (46,517,122)

(126,416,984) (109,441,542)Net cash from operating activities 11,033,094 422,173,211

Cash flows from investing activitiesAcquisition of property, plant and equipment (56,940,380) (35,678,585)Investments (11,730,905) (208,049)Net cash used in investing activities (68,671,285) (35,886,634)

Cash flows from financing activitiesInter-company debts received/(paid) 169,121,980 (201,288,549)Proceeds from loans and borrowings (44,710,232) (13,712,049)Dividends paid (111,612,008) (111,792,866)Net cash from financing activities 12,799,741 (326,793,464)

Net increase in cash and cash equivalents (44,838,450) 59,493,113Cash and cash equivalents at 1 January 66,289,706 6,796,593Cash and cash equivalents at 31 December* 21,451,256 66,289,706

*Cash and cash equivalents includes bank overdrafts that are repayable on demand and form anintegral part of the Company's cash management.

For the year ended 31 December


ACI Formulations LimitedConsolidated Statement of Financial Position

In Taka 31 December 2014

AssetsProperty, plant and equipment 1,249,002,024Biological assets 5,395,071Investments 3,039,138Intangible assets 12,382,918Non-current assets 1,269,819,151

Inventories 679,684,859Trade and other receivables 849,636,929Advances, deposits and prepayments 183,357,798Cash and cash equivalents 87,399,652Current assets 1,800,079,238Total assets 3,069,898,389

EquityShare capital 450,000,000Reserves 692,960,311Retained earnings 661,475,821Equity attributable to owners of the Company 1,804,436,132Non-controlling interest (678,199)Total equity 1,803,757,933

LiabilitiesEmployee benefits 13,275,149Deferred tax liabilities 47,547,621Non-current liabilities 60,822,770

Bank overdrafts 63,351,555Loans and borrowings 712,586,115Trade and other payables 288,126,168Provision for tax 141,253,848Current liabilities 1,205,317,686Total liabilities 1,266,140,456Total equity and liabilities 3,069,898,389






ACI Formulations LimitedConsolidated Statement of Profit or Loss and other Comprehensive Income

For the year endedIn Taka 31 December 2014

Revenue 2,912,197,121Cost of sales (2,172,844,885)Gross profit 739,352,236Other income 6,824,074Administrative, selling and distribution expenses (420,898,970)Operating profit 325,277,340Net finance costs (53,676,210)Profit before contribution to WPPF 271,601,130Contribution to WPPF (13,666,114)Profit before tax 257,935,016Income tax expense:

Current tax (77,456,420)Deferred tax income/(expense) 5,601,668

(71,854,752)Profit after tax 186,080,264Other comprehensive income -Total comprehensive income 186,080,264

Total comprehensive income attributable to:Owners of the Company 186,464,157Non-controlling interest (383,893)

186,080,264

Earnings per shareBasic earnings per share 4.14





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ACI Formulations LimitedConsolidated Statement of Cash Flows

For the year endedIn Taka 31 December 2014

Cash flows from operating activitiesCash received from customers 2,665,058,362Cash received from other income 6,824,074

2,671,882,436Cash received/(paid) from/(for):

Purchase of inventories (2,202,531,645)Other receivables (3,625,666)Operating expenses (287,511,248)Other payables 2,627,120Payment for WPPF (16,566,743)Advances, deposits and prepayments (26,034,135)

(2,533,642,317)Cash generated from operating activities 138,240,119

Net finance costs (53,676,210)Income tax expense (72,806,862)

(126,483,072)Net cash from operating activities 11,757,047

Cash flows from investing activitiesAcquisition of property, plant and equipment (56,986,685)Investments (11,598,560)Net cash used in investing activities (68,585,245)

Cash flows from financing activitiesInter-company debts received/(paid) 171,385,829Proceeds from loans and borrowings (45,187,232)Dividends paid (111,612,008)Net cash from financing activities 14,586,589

Net increase in cash and cash equivalents (42,241,609)Cash and cash equivalents at 1 January 66,289,706Cash and cash equivalents at 31 December* 24,048,097

*Cash and cash equivalents includes bank overdrafts that are repayable on demand and form anintegral part of the Company's cash management.


ACI Logistics LimitedDirectors' Report


ACI logistics Limited (Shwapno) began its journey from 2008 - a relatively newer SBU of Advanced ChemicalIndustries (ACI) Limited which went on its full-fledged successful commercial operation in 2009. The conceptof Shwapno originates from aspiration idea of the general people of Bangladesh- symbolized by reaching forstars in its brand logo. Shwapno exists to realize the dreams of the general mass of the country. Shwapno hasfocused in close bonding with its customer through its personalized customer service which in true sensemakes the customer feel like a king.

Going beyond its traditional medium-sized stores to large flagship stores Shwapno has truly worked around itsway to providing "Convenience" - all -in-one store concept. The Uttara-3 four-storeyflagship store-the largestsuper-shop in town is one of its endeavors among many others that had been launched in 2014. Operatingwith 26,360 square feet, the Uttara-3 super-shop is spread over 4 floors, each catering to unique needs ofconsumers while capturing dynamic "needs and wants" through its diversified product portfolio-ranging fromgroceries, daily essentials to lifestyle segment, home décors, entertainment and food.The food court on thetop-floor offers popular eateries -Fajitas, Ramly Burger and Shwapno's own food Brand "The Taste".

2014 has been an iconic year for Shwapno. It has taken its new venture "Shwapno Life- it's Lifestyle Brand" toa whole new height of perfection competing with other leading players in this evolving fashion industry. Byfocusing on its intrinsic values-perfection, quality and convenience shwapno has indeed gained more andmore consumer acceptance which in turn is reflected in its increased market share andhigher rankingconsumer satisfactory feedback.

Shwapno operates on two format- retail and the dealer. A significant expansion in dealer-level is alsoobserved within this year which only signifies Shwapno's increased acceptance and popularity in areas outsideDhaka also.A significant improvement in Shwapno's quality perception is also observed resulting in higher customersatisfaction level which is in sync with increase in its market share.Shwapno has observed a revenue growthof 25% along with footfall growth of 21.26%. Shwapno now operates with a total of 223,005 square feet with44,588 square feet has been added in 2014.Along with Uttara-3 other new outlets in Gopibagh, Monipuriparaand Nakhal para-2 have been successfully launched in this year.There has been significant work done toimprove supply-chain efficiency and backward linkage which resulted in higher gross margin percentagecompared to previous year.

The financial result of the company for the year-end 2014 is stated below:

Key Financial Results TakaRevenue 3,989,047,296Gross profit 530,983,182Operating Loss (432,495,767)Loss before tax (1,015,196,255)Loss after tax (1,027,288,608)


Dr. Arif DowlaManaging Director Director


Report on the Financial StatementsWe have audited the accompanying financial statements of ACI Logistics Limited ("the Company"), which comprise thestatement of financial position as at 31 December 2014, and the statement of profit or loss and other comprehensiveincome, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significantaccounting policies and other explanatory information.

Management's Responsibility for the Financial StatementsManagement is responsible for the preparation of financial statements that give a true and fair view in accordance withBangladesh Financial Reporting Standards, and for such internal controls as management determines is necessary to enablethe preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance with Bangladesh Standards on Auditing (BSA). Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the entity's preparation of financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion onthe effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements give a true and fair view of the financial position of the Company as at 31December 2014, and of its financial performance and its cash flows for the year then ended in accordance with BangladeshFinancial Reporting Standards (BFRS).

Emphasis of matterWe draw attention to Note 39.13 to the financial statements where management explains they will continue in operationalexistence for the foreseeable future in spite of having net current liabilities and overall net liabilities as at the reporting dateby virtue of support from the parent company, ACI Limited, and improved trading conditions. Our opinion is not qualified inrespect of this matter.

Report on Other Legal and Regulatory Requirements

In accordance with the Companies Act 1994, we also report the following:a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purposes of our audit and made due verification thereof;b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appeared from

our examination of those books; andc) the statement of financial position and statement of profit or loss and other comprehensive income dealt with by the

report are in agreement with the books of account.

Independent Auditor's Report to the Shareholders ofACI Logistics Limited

Dhaka, 26 April 2015Rahman Rahman HuqChartered Accountants


ACI Logistics LimitedStatement of Financial Position

In Taka 31 December 31 December2014 2013

AssetsProperty, plant and equipment 449,206,216 338,323,858Intangible assets 20,350,724 23,814,149Capital work-in-progress 39,067,050 20,500,275Investments in FDR 108,145,269 98,767,602Non-current assets 616,769,259 481,405,884

Inventories 1,428,058,522 1,116,171,058Trade receivables 60,202,631 38,745,325Advances, deposits and prepayments 269,825,698 197,083,121Cash and cash equivalents 55,964,664 67,557,090Current assets 1,814,051,515 1,419,556,594Total assets 2,430,820,774 1,900,962,478

Equity

Share capital 360,000,000 347,840,000Accumulated loss (4,472,869,073) (3,445,580,465)Total equity (4,112,869,073) (3,097,740,465)

Liabilities

Long term finance 435,960,760 563,549,362Provision for gratuity 1,868,074 1,449,635Finance lease - non-current portion 7,318,023 19,991,930Non-current liabilities 445,146,857 584,990,927

Long term finance - current portion 143,111,510 229,557,314Short term finance 2,345,090,588 1,022,404,878Finance lease - current portion 12,667,038 10,750,261Trade payables 765,758,841 532,057,115Other payables 16,234,989 29,002,665Intercompany liabilities 2,733,910,784 2,508,215,107Accruals and provisions 28,199,368 29,712,020Provision for tax 53,569,871 52,012,656Total current liabilities 6,098,542,990 4,413,712,016Total liabilities 6,543,689,847 4,998,702,943Total equity and liabilities 2,430,820,774 1,900,962,478






ACI Logistics LimitedStatement of Profit or Loss and other Comprehensive Income


Revenue 3,989,047,296 3,199,729,767Cost of sales (3,458,064,114) (2,774,637,055)Gross profit 530,983,182 425,092,712Administrative expenses (370,577,487) (192,488,060)Marketing, selling and distribution expenses (592,901,462) (539,638,054)Operating loss (432,495,767) (307,033,402)Finance costs, net (613,947,686) (540,805,077)Other income 31,247,198 14,844,186Loss before income tax (1,015,196,255) (832,994,293)Income tax expense (12,092,353) (16,123,324)Net loss for the year (1,027,288,608) (849,117,617)Other comprehensive income - -Total comprehensive loss for the year (1,027,288,608) (849,117,617)






ACI Logistics LimitedStatement of Changes in Equity

for the year ended 31 December

Share Accumulated TotalIn Taka capital loss equity

Balance as at 1 January 2014 347,840,000 (3,445,580,465) (3,097,740,465)

Addition during the year 12,160,000 - 12,160,000

Total comprehensive loss for the year 2014 - (1,027,288,608) (1,027,288,608)

Balance as at 31 December 2014 360,000,000 (4,472,869,073) (4,112,869,073)

Balance as at 1 January 2013 347,840,000 (2,596,462,848) (2,248,622,848)

Total comprehensive loss for the year 2013 - (849,117,617) (849,117,617)

Balance as at 31 December 2013 347,840,000 (3,445,580,465) (3,097,740,465)


ACI Logistics LimitedStatement of Cash Flows


Cash flows from operating activitiesCash receipts from customers 3,967,589,990 3,185,840,226Cash receipts from other income 31,247,198 14,844,185

Cash paid for:- Purchase of inventory (3,536,249,852) (2,863,809,454)- Operating expenses (999,835,095) (702,249,154)- Advances, deposits and prepayments (27,439,349) (48,359,608)

Cash used in operation (4,563,524,296) (3,614,418,216)

Finance cost (613,947,686) (541,575,613)Income tax (10,535,138) (3,655,224)Net cash used in operating activities (1,189,169,932) (958,964,641)

Cash flows from investing activitiesPurchase of property, plant and equipment (149,213,116) (78,374,029)Investments in fixed deposits (9,377,667) (31,965,304)Net cash used in investing activities (158,590,783) (110,339,333)

Cash flows from financing activitiesInter-company payables 226,114,116 (28,069,207)Share capital received 12,160,000 -Payment for finance lease (10,757,129) (9,123,637)Long term bank loan received/(paid) (214,034,406) 413,867,541Net inflow for short term loans 1,322,685,710 719,577,529Net cash from financing activities 1,336,168,290 1,096,252,227Net increase (decrease) in cash and cash equivalents (11,592,425) 26,948,253Cash and cash equivalents as at 1 January 67,557,090 40,608,837Cash and cash equivalents as at 31 December 55,964,665 67,557,090



ACI Pure Flour Limited, a private limited company, incorporated in 2006 with the Registrar of Joint StockCompanies is a subsidiary of Advanced Chemical Industries (ACI) Limited with 95% shareholding in thecompany. Since its commencement in 2008, ACI Pure Flour Limited has been providing flour products tothe people of Bangladesh. It is now one of the largest flour producing company in Bangladesh thatincorporated the most modern state-of-the-art European technology, a modern factory on around a 7acre land in Dewli, Chourapara, Narayangonj.

During the year under review the company's operational and financial performance reached a newheight. The company continues to utilize its 100% capacity for the couple of years. Total revenuesincreased by a decent amount, on account of better prices, higher volumes, achievement of ratedcapacity and a consistent improvement in value-added consumer packs. The brand "Pure" gainedincreased recognition by the consumers and was able to increase its mind share within the consumersas well. The details of financial performance for the year ended 31 December, 2014 are given below:

Key Financial Results Taka

Revenue 2,563,260,582

Gross Profit 282,713,481

Operating Expenses (162,784,110)

Operating Profit 119,929,371

Profit after Tax 54,462,549



Mr. Syed AlamgirDirector

ACI Pure Flour LimitedDirectors' Report


ACI Pure Flour LimitedAuditors' Report to the Shareholders

We have audited the accompanying financial statements of ACI Pure Flour Limited, which comprise thestatement of financial position as at 31 December 2014, the satement of comprehensive income, statement ofchanges in equity and statement of cash flows for the year then ended, and a summary of significantaccounting policies and explanatory notes thereto.

Management’s responsibility for the financial statementsManagement is responsible for the preparation and fair presentation of these financial statements inaccordance with Bangladesh Financial Reporting Standards (BFRSs), the companies Act 1994 and otherapplicable laws and regulations and for such internal control as management determines is necessary toenable the preparation of these financial statements that are free from material misstatement, whether due tofraud and error.

Auditors’ responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted ouraudit in accordance with Bangladesh Standards on Auditing (BSAs). Those standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditors’ judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal control relevant to the entity’s preparation and fairpresentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management, as well asevaluating 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 ouraudit opinion.

OpinionIn our opinion, the financial statements prepared in accordance with Bangladesh Financial ReportingStandards (BFRSs), give a true and fair view of the state of the financial position of the Company as at 31December 2014 and of the financial performance and its cash flows for the year then ended and comply withthe Companies Act 1994 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 purposes of our audit and made due verification thereof;b. in our opinion, proper books of account as required by law have been kept by the company so far as it

appeared from our examination of those books; andc. Company's statement of financial position and statement of comprehensive income together with the

annexed notes 1 to 27 dealt with by the report are in agreement with the books of account.

Dated : 26 April 2015Place : Dhaka

M. J. Abedin & COChartered Accountants

MOORE STEPHENSAn independent member firm of

INTERNATIONALLIMITED

Telephone Off : 8629771, 8612203Fax : (880-2) 8617681Res : 8631678E-mail : [email protected]

[email protected]

National Plaza (3rd Floor)109, Bir Uttam C.R. Datta Road,Dhaka-1205


ACI Pure Flour LimitedStatement of Financial Position

as at 31 December 2014

2014 2013Taka Taka

AssetsProperty, plant and equipment - at cost 450,201,317 453,192,937Accumulated depreciation (152,012,602) (131,111,378)

Non-current assets 298,188,715 322,081,559

Current assets :Inventories 77,717,880 81,566,149Advances, deposits and prepayments 34,820,692 9,320,992Trade receivables 93,445,021 95,291,785Other receivables 121,614 2,219,020Advance income tax 124,783,080 99,992,117Inter-company receivables 2,096,613 88,217,020Cash and cash equivalents 39,084,919 26,314,979

Current assets 372,069,819 402,922,062

Total assets 670,258,534 725,003,621

EquityShare capital 40,000,000 40,000,000Retained earnings 235,607,764 181,145,215

Total equity 275,607,764 221,145,215

LiabilitiesDeferred tax liability 62,378,663 70,380,552

Non-current liabilities 62,378,663 70,380,552

Bank overdrafts 86,733,097 74,636,269Short-term bank loan - 110,000,000Long-term bank loan - current portion - 26,965,550Trade payables 59,540,376 51,780,538Other payables 38,701,513 53,048,090Inter-company payables 23,098,531 54,027,100Current tax liability 124,198,590 63,020,307

Current liabilities 332,272,107 433,477,854Total liabilities 394,650,770 503,858,406Total equity and liabilities 670,258,534 725,003,621

Dhaka : 26 April 2015M. J. Abedin & CO

Chartered Accountants

As per our separate report of even date annexed.



ACI Pure Flour LimitedStatement of Comprehensive Income


2014 2013Taka Taka

Revenue 2,563,260,582 2,664,932,791Cost of goods sold (2,280,547,101) (2,348,059,724)Gross profit 282,713,481 316,873,067Operating expenses (162,784,110) (142,380,557)Operating profit 119,929,371 174,492,510Financing costs (12,156,392) (37,549,945)Other income 5,531,172 2,963,113

113,304,151 139,905,678Provision for contribution to WPPF (5,665,208) (6,995,284)Net profit before tax 107,638,943 132,910,394

Income tax expenses:Current tax expenses (61,178,283) (50,535,881)Deferred tax (expenses)/income 8,001,889 1,029,432

(53,176,394) (49,506,449)Net profit after tax 54,462,549 83,403,945Other comprehensive income - -Total comprehensive income 54,462,549 83,403,945






ACI Pure Flour LimitedStatement of Changes in Equity


Share Retainedcapital earnings Total

Taka Taka Taka

Balance as at 01 January 2013 40,000,000 97,741,270 137,741,270

Net profit after tax for the year - 83,403,945 83,403,945

Total other comprehensive income - - -

Balance at 31 December 2013 40,000,000 181,145,215 221,145,215

Net profit after tax for the year - 54,462,549 54,462,549

Total other comprehensive income - - -

Total comprehensive income for the year - 54,462,549 54,462,549

Balance at 31 December 2014 40,000,000 235,607,764 275,607,764






ACI Pure Flour LimitedStatement of Cash Flowsfor the year ended 31 December 2014

31-Dec-14 31-Dec-13Taka Taka

A Cash flows from operating activitiesCash received from customers 2,565,107,346 2,695,407,666Cash received from other income 5,531,172 2,963,113

2,570,638,518 2,698,370,779Cash paid for :Purchase and production (2,246,659,088) (2,342,528,249)Operating expenses (162,001,848) (122,433,857)Other receivables 2,097,406 (261,795)Advance, deposits and prepayments (25,056,209) 1,762,228Workers profit participation fund (17,442,497) (1,300,123)

(2,449,062,236) (2,464,761,796)Cash generated from operation 121,576,282 233,608,983

Financing cost (12,156,392) (37,549,945)Income tax (24,790,963) (30,882,466)

(36,947,355) (68,432,411)Net cash flow from/(used in) operating activities 84,628,927 165,176,572

B Cash flows from investing activitiesAcquisition of property, plant and equipment (166,440) (690,644)Net cash used in investing activities (166,440) (690,644)

C Cash flows from financing activitiesIntercompany debts(paid)/received 55,191,838 (64,442,270)Short term loan (paid)/received (110,000,000) (138,000,000)Long term bank loan paid (26,965,550) (42,680,975)Advance received from customers and others (1,572,172) (2,731,030)Deposits (443,491) (270,787)

Net cash flows provided by financing activities (83,789,375) (248,125,062)

D Net increase/(decrease) in cash & cash equivalents (A+B+C) 673,112 (83,639,134)

E Cash and cash equivalents at 1 January (48,321,290) 35,317,844F Cash and cash equivalents at 31 December (D+E) (47,648,178) (48,321,290)

Closing Balance represents :Cash in hand and at bank 39,084,919 26,314,979Bank overdrafts (86,733,097) (74,636,269)

(47,648,178) (48,321,290)






ACI Foods LimitedDirectors' Report


ACI Foods Limited, a private limited company, incorporated in 2006 with the Registrar of Joint StockCompanies is a subsidiary of Advanced Chemical Industries (ACI) Limited having 95% shareholding inthe company.

ACI Foods Limited has been facing serious competition and challenges. The quality of business wasbetter in 2014. The business registered 21.21% revenue growths with a 22.74% growth in Gross Profit.Proper optimization of factory resources, efficient buying, effective cost minimization, market lubricationand enhancement of retail coverage helped developing the business during the year.

A nationwide marketing campaign for the newly launched ACI Pure Stick Noodles was undertaken forthe proliferation of the product and the brand. Both above and below the line marketing activities wasundertaken and thus managed to achieve high customer loyalty, increase brand affinity, customerretention as well as referrals, gain competitive advantage over other brands and has already beensuccessful at making ACI Pure Stick Noodles a household favorite.

Both the brand "PURE" and "Fun" are performing steadily in the consumer market due to their uniquetaste and supreme quality. Both the brand successfully launched some new innovative products in themarket and is planning to bring in some other distinctive products. The company exported to 18countries and in 2014 the export volume and destination has risen significantly. The growth of exportrevenue was 82% in 2014.

ACI Foods is striving not only to deliver quality products but also gain a deeper insight into theirconsumers' demands and preferences. Considerable promotional activities has been undertaken toincrease mind share of the consumers.

Key Financial Results TakaRevenue 758,528,431Gross profit 158,318,576Operating profit (11,188,998)Profit before tax (160,411,240)Profit after tax (158,139,232)





ACI Foods LimitedAuditors' Report to the Shareholders

We have audited the accompanying financial statements of ACI Foods Limited which comprises the statementof financial position as at 31 December 2014 and statement of comprehensive income, statement of changesin equity and statement of cash flows for the year then ended and a summary of significant accountingpolicies and explanatory notes thereto.

Management's responsibility for the financial statementsManagement is responsible for the preparation and fair presentation of these financial statements inaccordance with Bangladesh Financial Reporting Standards (BFRSs), the Companies Act 1994 and for suchinternal control as management determines is necessary to enable the preparation of these financialstatements that are free from material misstatement, whether due to fraud and error.

Auditors' responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted ouraudit in accordance with Bangladesh Standards on Auditing (BSAs). Those standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor's judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal control relevant to the entity's preparation and fairpresentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management, as well asevaluating 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 ouraudit opinion.

OpinionIn our opinion, the financial statements prepared in accordance with Bangladesh Financial ReportingStandards (BFRSs), give a true and fair view of the state of the financial position of the Company as at 31December 2014 and of the financial performance and its cash flows for the year then ended and comply withthe Companies Act 1994 and other applicable laws and regulations.

Emphasis of matterWithout qualifying our opinion, we draw attention to note- 1.5.10 to the financial statements which describethe uncertainty related to the company's ability to continue as a going concern.

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 purposes of our audit and made due verification thereof;

b. In our opinion, proper books of account as required by law have been kept by the company so far as itappeared from our examination of those books and

c. Company's statement of financial position and statement of comprehensive income together with theannexed notes 1 to 26 dealt with by the report are in agreement with the books of account.


M. J. Abedin & COChartered Accountants

MOORE STEPHENSAn independent member firm of

INTERNATIONALLIMITED

Telephone Off : 8629771, 8612203Fax : (880-2) 8617681Res : 8631678E-mail : [email protected]

[email protected]

National Plaza (3rd Floor)109, Bir Uttam C.R. Datta Road,Dhaka-1205

ACI Foods LimitedStatement of Financial Position


Assets 2014 2013Taka Taka

Property, plant and equipment:At cost 292,878,260 290,179,200Accumulated depreciation (117,823,466) (100,420,773)

175,054,794 189,758,427Capital work-in-progress 80,333,415 27,018,299

Total non-current assets 255,388,209 216,776,726

Deferred tax asset 38,365,281 33,800,105

Inventories 66,993,896 63,834,647Trade receivables 23,508,102 21,301,432Other receivables 15,703,088 10,897,898Advances, deposits and prepayments 22,618,777 11,684,816Advance income tax 2,896,952 697,470Cash and cash equivalents 56,515,865 27,117,196

Total current assets 188,236,680 135,533,459Total assets 481,990,170 386,110,290

Equity and liabilities

EquityShare capital 40,000,000 40,000,000Retained earnings (1,090,002,749) (931,863,517)

Total equity (1,050,002,749) (891,863,517)

LiabilityLong term liabilities 2,182,706 12,630,636

Bank overdraft 186,758,030 145,890,357Short term bank loan 455,112,324 151,750,160Long term bank loan -current portion 21,616,980 44,431,920Trade payables 74,310,497 31,255,437Other payables 36,092,677 34,622,062Inter-company liabilities 748,973,245 852,739,944Current tax liability 6,946,460 4,653,291

Total current liabilities 1,529,810,213 1,265,343,171Total liabilities 1,531,992,919 1,277,973,807Total equity and liabilities 481,990,170 386,110,290







ACI Foods LimitedStatement of Comprehensive Income


2014 2013Taka Taka

Revenue 758,528,431 625,781,505Cost of sales (600,209,855) (496,797,238)Gross profit 158,318,577 128,984,267Administration, selling and distribution expenses (175,368,777) (144,373,226)

(17,050,200) (15,388,959)Other Income 5,861,202 8,415,800Result from operating activities (11,188,998) (6,973,159)Finance cost (149,222,242) (158,300,341)Profit / (loss) before income tax (160,411,240) (165,273,500)

Income tax expenses :Current tax expenses (2,293,169) (2,870,630)Deferred tax income 4,565,177 6,931,277

2,272,008 4,060,647

Net profit / (loss) after tax (158,139,232) (161,212,853)






ACI Foods LimitedStatement of Changes in Equity


Share RetainedParticulars capital earnings Total

Taka Taka Taka

Balance on 01 January 2013 40,000,000 (770,650,664) (730,650,664)Net loss for the year - (161,212,853) (161,212,853)Other comprehensive income/(Loss) for the year - - -Total comprehensive income for the year - (161,212,853) (161,212,853)

Transaction with owner of the Companyrecognized directly in equity - - -Balance at 31 December 2013 40,000,000 (931,863,517) (891,863,517)

Balance on 01 January 2014 40,000,000 (931,863,517) (891,863,517)Net loss for the year - (158,139,232) (158,139,232)Other comprehensive income/(Loss) for the year - - -Total comprehensive income for the year - (158,139,232) (158,139,232)

Transaction with owner of the Companyrecognized directly in equity - - -Balance at 31 December 2014 40,000,000 (1,090,002,749) (1,050,002,749)






ACI Foods LimitedStatement of Cash Flowsfor the year ended 31 December 2014

2014 2013Taka Taka

A) Cash flows from operating activitiesCash receipts/(paid) from /(to) customers 751,516,571 622,798,416Cash receipts from other income 5,861,202 8,415,800

757,377,774 631,214,216Cash paid for:

Purchase of inventory (543,508,206) (492,194,625)Operating expenses (172,620,927) (152,751,404)Advances and prepayments (7,328,769) (260,148)

(723,457,903) (645,206,177)Cash generated from operations 33,919,871 (13,991,961)

Financing cost (149,222,242) (158,300,341)Income tax (2,199,482) (2,199,271)

(151,421,724) (160,499,612)Net cash used in operating activities (117,501,854) (174,491,573)

B) Cash flows from investing activitiesPurchase of property, plant and equipment (2,699,060) (3,951,575)Payment for capital work-in-progress (53,315,116) (26,800,524)Net cash from (used in) investing activities (56,014,176) (30,752,099)

C) Cash flows from financing activitiesInter-company debts (paid)/received (103,766,699) 151,656,350Short term loan (paid)/received 303,362,164 345,671Long term loan (paid)/received (33,262,870) (12,312,442)Advance received from customers and others (680,377) (384,859)Deposits (3,605,192) (938,984)Net cash flows from financing activities 162,047,026 138,365,736

D) Net cash flow from all activities (A+B+C) (11,469,004) (66,877,936)

E) Cash and cash equivalent at 1 January (118,773,161) (51,895,225)

F) Cash and cash equivalent at year ended (D+E) (130,242,165) (118,773,161)Closing balance represents:

Cash in hand and at bank 56,515,865 27,117,196Bank overdraft (186,758,030) (145,890,357)

(130,242,165) (118,773,161)






ACI Salt Limited was incorporated in 2004 with the Registrar of Joint Stock Companies, Dhaka,Bangladesh under the Companies Act 1994 as a private limited company and 77.67% shares of it is heldby Advanced Chemical Industries Limited.

Since the inception of new Swiss plant, the company has achieved breakthrough outcome and beenmaintaining this performance consistently. In 2014, the cutting edge technology of ACI Pure Salt hasutilized two-third of its production capacity. This reviving state of production has rejuvenated thebusiness with 21% volume growth in 2014 over 2013. Thereby, 155% growth in profitability over 2013is also an indication of excellent business progress which will take it to an enormous growth in future.


Revenue 1,349,378,521

Gross profit 342,100,933

Operating profit 167,239,119

Profit before tax 68,989,127


Dr. Arif DowlaDirector

Mr. Syed AlamgirManaging Director

ACI Salt LimitedDirectors' Report



ACI Salt LimitedIndependent Auditors' Report to the Shareholders

We have audited the accompanying financial statements of ACI Salt Limited, which comprise thestatement of financial position as at 31 December 2014, the statement of profit or loss and othercomprehensive income, statement of changes in equity, statement of cash flows for the year thenended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these financial statements inaccordance with Bangladesh Financial Reporting Standards (BFRSs), and for such internal control asmanagement determines is necessary to enable the preparation of financial statements that are freefrom material misstatement, whether due to fraud or error.

Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Bangladesh Standards on Auditing (BSAs). Those standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatementAn audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the entity’spreparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the entity’s internal control. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of accounting estimates made by management, as well asevaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

OpinionIn our opinion, the financial statements present fairly, in all material respects, the financial position ofACI Salt Limited as at 31 December 2014, and of its financial performance and its cash flows for theyear then ended in accordance with Bangladesh Financial Reporting Standards (BFRSs).

We also report that:a) we have obtained all the information and explanation 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 account as required by law have been kept by the company so far as

it appeared from our examination of those books; andc) the company’s statement of financial position and statement of profit or loss and other

comprehensive income along with the annexed notes 1 to 29 dealt with by the report are inagreement with the books of account.


Hoda Vasi Chowdhury & Co.Chartered Accountants

National Office : BTMC Bhaban (8th Floor), 7-9 Karwan Bazar Commercial Area, Dhaka-1215, BangladeshMotijheel Office : Ispahani Building (3rd Floor), 14-15 Motijheel Commercial Area, Dhaka 1000, Bangladesh

Chittagong Office : Delwar Bhaban (4th Floor), 104 Agrabad Commercial Area, Chittagong-4100, Bangladesh

Hoda Vasi Chowdhury & CoChartered Accountants


ACI Salt LimitedStatement of Financial Position


2014 2013Taka Taka

AssetsNon-current assets

Property, plant and equipmentAt cost 1,300,825,622 1,285,362,049Less: Accumulated depreciation 376,617,422 298,565,039

924,208,200 986,797,010Capital work-in-progress - 7,074,552

924,208,200 993,871,562Long term investment 10,772,276 9,332,911

934,980,476 1,003,204,473

Current assetsInventories 239,982,118 342,800,762Trade receivables 28,074,593 15,071,660Advances, deposits and prepayments 13,335,210 14,666,460Advance income tax 2,512,034 8,199,552Cash and cash equivalents 60,335,189 34,064,030

344,239,144 414,802,464Total assets 1,279,219,620 1,418,006,937Equity & LiabilitiesEquity

Share capital 300,000,000 200,000,000Retained earnings 98,041,594 31,681,567

398,041,594 231,681,567Non-current Liabilities

Long term loans-non current portion 104,818,139 278,169,001Deferred tax liability 92,060,457 93,480,045

196,878,595 371,649,046Current liabilities

Bank overdrafts 15,680,526 123,799,487Short-term loan from banks 1,881,300 41,979,560Long term loan - current portion 165,865,601 159,400,929Trade payables 69,961,213 69,217,609Other payables 40,601,017 47,061,844Inter-company payables 381,725,796 356,949,168Current tax liability 8,583,977 16,267,727

684,299,430 814,676,324Total equity and liabilities 1,279,219,620 1,418,006,937

Auditors' report to the shareholdersSee annexed report of date

Dhaka : 26 April 2015Hoda Vasi Chowdhury & Co.




ACI Salt LimitedStatement of Profit or Loss and other Comprehensive Income


2014 2013Taka Taka

Revenue 1,349,378,521 1,163,393,948Cost of sales (1,007,277,588) (859,457,857)Gross profit 342,100,933 303,936,091Other income 184,289 151,520Administrative, selling and distribution expenses (175,046,103) (138,526,454)Operating profit 167,239,119 165,561,157Financing costs (94,618,985) (118,492,666)

72,620,134 47,068,491Contribution to WPPF (3,631,007) (2,353,425)Profit before income tax 68,989,127 44,715,066Income tax expenses

Current tax (4,048,688) (5,817,727)Deferred tax income/(expense) 1,419,588 (12,922,326)

(2,629,100) (18,740,053)Net profit after tax for the year 66,360,027 25,975,013

Dhaka : 26 April 2015Hoda Vasi Chowdhury & Co.





Particulars Share Retainedcapital earnings Total

Taka Taka Taka

Balance as per 01 January 2013 100,000,000 105,706,554 205,706,554Net profit after tax for the year - 25,975,013 25,975,013Issuance of bonus share during the year 100,000,000 (100,000,000) -Balance as at 01 January 2014 200,000,000 31,681,567 231,681,567

Net profit after tax for the year - 66,360,027 66,360,027Issuance of share during the year 100,000,000 - 100,000,000Balance as at 31 December 2014 300,000,000 98,041,594 398,041,594

ACI Salt LimitedStatement of Changes in Equity



ACI Salt LimitedStatement of Cash Flowsfor the year ended 31 December 2014

2014 2013Taka Taka

A Cash flows from operating activitiesCash received from customers 1,336,375,588 1,159,205,683Cash received from other income 184,289 151,520


Purchase of inventories (825,719,159) (943,585,847)Operating expenses (169,452,781) (134,662,637)Other receivable - 66,168Workers' profit participation fund (15,628,953) -Long term investment (1,439,365) (888,794)Advances, deposits and prepayments 1,331,250 6,200,540

(1,010,909,008) (1,072,870,570)Cash generated from operating activities 325,650,869 86,486,633

Financing cost (94,618,985) (118,492,666)Advance income tax 5,687,518 (4,133,219)Income tax paid (11,732,438) -

(100,663,905) (122,625,885)Net cash from/(used) in operating activities 224,986,964 (36,139,252)

B Cash flows from investing activitiesPurchase of property, plant and equipment (8,389,021) (16,311,259)Payment of capital work-in-progress - (6,914,457)

Net cash (used) in investing activities (8,389,021) (23,225,716)

C Cash flows from financing activitiesRepayment of short term loan (40,098,260) (209,989,969)Repayment of long term loan (166,886,191) (193,347,477)Proceed of inter-company payable 24,776,628 90,880,888Proceeds from issuance of share capital 100,000,000 -

Net cash (used) in financing activities (82,207,823) (312,456,558)

D Net cash flows (A+B+C) 134,390,120 (371,821,526)

E Cash and cash equivalents at the beginning of the year (89,735,457) 282,086,069F Cash and cash equivalents at the end of the year (D+E) 44,654,663 (89,735,457)

Closing balance represents:Cash and cash equivalents 60,335,189 34,064,030Bank overdrafts (15,680,526) (123,799,487)

44,654,663 (89,735,457)


ACI Motors Limited, a private limited company, incorporated in 2007 with the Registrar of Joint StockCompanies, Dhaka, under Companies Act 1994 as a subsidiary of Advanced Chemical Industries (ACI)Limited with 66.5% shareholding. The company was established with an objective to market highquality agri machineries and light commercial vehicle.

In 2014, ACI Motors Limited was recognized with the ISO 9001:2008 certification for QualityManagement Systems assuring the quality services in transforming mechanization in Bangladesh. ACIMotors Limited focused the premium segment of the tractor portfolio providing exceptional customerservice whereas power tiller portfolio ensured profit maximization through innovative market model.There was a positive trend for agri - machineries as the paddy price was good. ACI Motors Limited hasinked a dealership agreement with Case Construction Equipment, India - world's leading constructionequipment manufacturer through which ACI Motors Limited will act as both agent and dealer of CaseConstruction machineries. A wide range of technologically sound products like diesel generator, gasgenerator and tractor operated feed mixture machine which is the first time in Bangladesh wereintroduced in the year 2014. Implementation of these new innovative agri-machineries will play a vitalrole in viably transform mechanization in Bangladesh agricultural sector.


Revenue 1,869,364,121




Profit after tax 110,125,685


ACI Motors LimitedDirectors' Report


Dr. F H AnsareyDirector



We have audited the accompanying financial statements of ACI Motors Limited which comprise the statementof financial position as at 31 December 2014, statement of profit or loss and other comprehensive income,statement of changes in equity and statement of cash flows for the year then ended and a summary ofsignificant accounting policies and other relevant explanatory notes.

Management's responsibility for the financial statement:Management is responsible for the preparation and fair presentation of these financial statements inaccordance with Bangladesh Financial Reporting Standards (BFRSs) and Bangladesh Accounting Standards(BASs), the Companies act 1994 and other applicable laws and regulations and for such internal control asmanagement determines necessary to enable the preparation of financial statements that are free frommaterial misstatements, whether 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 ouraudit in accordance with Bangladesh Standards on Auditing (BSAs). Those standards require that we complywith relevant ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on our judgment, including the assessment of the risksof material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, we consider internal control relevant to the entity's preparation and fair presentation of thefinancial statements in order to design audit procedures that are appropriate in the circumstances, but not forthe purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates 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 ouraudit opinion.

Opinion:In our opinion, the financial statements give a true and fair view of the financial position of ACI Motors Limitedas at 31 December 2014 and of its financial performance and its cash flows for the year then ended inaccordance with Bangladesh Financial Reporting Standards (BFRSs), Bangladesh Accounting Standards (BASs)and comply with the Companies Act, 1994 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 account as required by law have been kept by the company so far as itappeared from our examination of those books; and

c) the statement of financial position and statement of comprehensive income along with the annexed notes1 to 25 dealt with by the report are in agreement with the books of account.

ACI Motors LimitedAuditors' Report to the Shareholders


Ashraful Haque Nabi & Co.Chartered Accountants

ASHRAFULHAQUE NABI & CO.Chartered Accountants

6, Motijheel Com. Area.Bhuiyan Mansion(2nd floor), Dhaka-1000Tel: 9559682, 9569620E-mail: [email protected]


ACI Motors LimitedStatement of Financial Position


2014 2013Taka Taka

Assets:

Property, plant and equipment:At cost 15,263,419 8,972,305Accumulated depreciation (8,746,232) (5,684,405)

6,517,187 3,287,900Deferred tax assets 6,056,803 2,913,650Non-current assets 12,573,990 6,201,550

Inventories 427,474,832 332,144,109Trade receivables 1,173,175,881 1,068,682,156Other receivables 8,519,269 5,593,435Advances, deposits and prepayments 32,132,984 49,864,158Advance income tax 66,056,154 70,597,003Cash and cash equivalents 102,035,883 74,474,687

Current assets 1,809,395,003 1,601,355,548Total assets 1,821,968,993 1,607,557,098

Equity and liabilitiesEquity


Total equity 330,535,273 220,409,588Liabilities

Long term liabilities 330,519,162 256,232,363Non-current liabilities 330,519,162 256,232,363

Bank overdraft 12,319,760 (43,211,883)Short term bank loan 747,457,939 728,853,691Long term bank loan -current portion 141,848,842 178,480,845Trade payables 32,181,067 44,959,058Other payables 57,312,698 80,991,610Inter-company liabilities 60,943,318 39,369,746Current tax liability 108,850,934 101,472,080

Current liabilities 1,160,914,558 1,130,915,147Total liabilities 1,491,433,720 1,387,147,510Total equity and liabilities 1,821,968,993 1,607,557,098

Ashraful Haque Nabi & Co.Chartered AccountantsDhaka : 26 April 2015




ACI Motors LimitedStatement of Profit or Loss and other Comprehensive Income


2014 2013Taka Taka

Revenue 1,869,364,121 1,498,478,951Cost of sales (1,357,445,668) (1,076,637,106)Gross profit 511,918,453 421,841,845

Administrative, selling and distribution expenses (248,139,187) (189,065,009)Operating profit 263,779,266 232,776,836

Financing costs (93,425,201) (102,340,928)Profit before income tax 170,354,065 130,435,908

Income tax expenses:Current tax expense (63,371,532) (48,141,698)Deferred tax income 3,143,152 1,088,297

(60,228,380) (47,053,401)Net profit after tax for the year 110,125,685 83,382,507





ACI Motors LimitedStatement of Changes in Equity


Share RetainedParticulars capital earnings Total

Taka Taka Taka

Balance as at 01 January 2013 1,000,000 136,027,081 137,027,081Net profit for the year - 83,382,507 83,382,507Other comprehensive income/(loss) for the year - - -Total comprehensive income for the period - 83,382,507 83,382,507Balance as at 31 December 2013 1,000,000 219,409,588 220,409,588

Balance as at 01 January 2014 1,000,000 219,409,588 220,409,588Net profit for the year - 110,125,685 110,125,685Other comprehensive income/(loss) for the year - - -Total comprehensive income for the year 110,125,685 110,125,685Balance at 31 December 2014 1,000,000 329,535,273 330,535,273





ACI Motors LimitedStatement of Cash Flowsfor the year ended 31 December 2014

2014 2013Taka Taka

A) Cash flows from operating activitiesCash receipts from customers 1,764,870,396 1,338,525,551Receipts from other receivables (2,925,834) 4,018,701

1,761,944,562 1,342,544,252Cash paid for:

Purchase of inventory (1,465,554,382) (1,175,192,551)Operating expenses (268,756,271) (133,207,880)Advances, deposits and prepayments 17,731,174 (25,092,411)


Financing costs (93,425,201) (102,340,928)Income tax paid (51,451,830) (16,944,440)

(144,877,031) (119,285,368)Net cash used in operating activities (99,511,948) (110,233,959)

B) Cash flows from investing activitiesAcquisition of property, plant and equipment (6,291,115) -Net cash from (used in) investing activities (6,291,115) -

C) Cash flows from financing activitiesInter-company debts received/(paid) 21,573,572 (50,902,047)Short term loan received/(paid) 18,604,248 191,605,447Long term loan received/(paid) 37,654,796 (11,138,327)Net cash from financing activities 77,832,616 129,565,073

D) Net increase/(decrease) in cash and cash equivalents (A+B+C) (27,970,447) 19,331,115

E) Cash and cash equivalents at 01 January 117,686,570 98,355,455

F) Cash and cash equivalents at 31 December (D+E) 89,716,123 117,686,570Closing balance represents:

Cash and cash equivalents 102,035,883 74,474,687Bank overdraft (12,319,760) 43,211,883

89,716,123 117,686,570


Bilkis MansoorDirector


Creative Communication Limited is a private limited company incorporated in 2007 with the Registrar ofJoint Stock Companies and Firms, Dhaka, Bangladesh under Companies Act 1994 as a subsidiary ofAdvanced Chemical Industries Limited with 60% shareholding. The company is an integratedcommunication house staffed by dedicated and pragmatic specialists working as a team. As a forward-thinking marketing and advertising firm, Creative Communication Limited is a solid partner at bothstrategic and tactical levels and has developed several partnerships with the most state-of-the-artplayers in numerous fields.

The principal business of the Company is to provide result-oriented advertisement, public relation andcomplete corporate communication solutions and has long experience in handling outdoors, events andproject management along with strong rapport in the electronic and press media. The financial result ofthe Company for the year ended 31 December 2014 is as follows:


Revenue 40,039,898







Creative Communication LimitedDirectors' Report




Auditors' Report to the Shareholders ofCreative Communication Limited

We have audited the accompanying financial statements of Creative Communication Limited whichcomprise the statement of financial position as at 31 December 2014, the statement of profit or loss andother comprehensive income, statement of changes in equity and statement of cash flows for the yearended and a summary of significant accounting policies and other relevant explanatory notes.

Management’s responsibility for the financial statement:Management is responsible for the preparation and fair presentation of these financial statements inaccordance with Bangladesh Financial Reporting Standards (BFRSs) and Bangladesh AccountingStandards (BASs), the Companies Act 1994 and other applicable laws and regulations and for suchinternal control as management determines necessary to enable the preparation of financial statementsthat are free from material misstatements, whether due to fraud or error.

Auditor's Responsibility:Our responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Bangladesh Standards on Auditing (BSAs). Those standardsrequire that we comply with relevant ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on our judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In makingthose risk assessments, we consider internal control relevant to the entity’s preparation and fairpresentation of the financial statements in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’sinternal control. An audit also includes evaluating the appropriateness of accounting policies used andthe reasonableness of accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

Opinion:In our opinion, the financial statements give a true and fair view of the financial position of CreativeCommunication Limited as at 31 December 2014 and of its financial performance and its cash flows forthe year ended in accordance with Bangladesh Financial Reporting Standards (BFRSs), BangladeshAccounting Standards (BASs) and comply with the Companies Act, 1994 and other applicable laws andregulations.

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 account as required by law have been kept by the company so far as

it appeared from our examination of those books;c) the statement of financial position and statement of comprehensive income along with the annexed

notes 1 to 17 dealt with by the report are in agreement with the books of account.




Auditors' Report to the ShareholdersSee annexed report of date.

Director Director Company Secretary


Creative Communication LimitedStatement of Financial Position


2014 2013Taka Taka

AssetsNon-current assets :

Property, plant and equipment 4,148,990 3,761,987Accumulated depreciation (2,839,367) (1,925,192)

1,309,623 1,836,795Deferred tax assets 172,673 -

Current assets :Advances, deposits and prepayments 247,840 568,867Trade receivables 36,212,006 22,618,344Other receivables 2,371,519 -Advance income tax 4,992,189 4,493,273Cash and cash equivalents 31,793,653 29,185,388

75,617,207 56,865,872Total assets 77,099,503 58,702,667

Equity and liabilitiesShareholders' equity :


49,126,461 36,884,338Non-current liabilities

Deferred tax liability - 10,052- 10,052

Current liabilitiesInter-company payables 12,452,424 10,723,821Other payables 3,315,326 1,209,682Current tax liability 12,205,292 9,874,774

27,973,042 21,808,277Total liabilities 27,973,042 21,818,329Total equity and liabilities 77,099,503 58,702,667

Dhaka : 26 April 2015





Creative Communication LimitedStatement of Profit or Loss and other Comprehensive Income


2014 2013Taka Taka

Revenue 40,039,898 29,536,152Cost of service (24,278,084) (18,925,747)Gross profit 15,761,814 10,610,405Administrative & selling expenses (954,654) (829,720)Operating profit 14,807,160 9,780,685Financing income 4,523,544 2,787,964Profit before income tax 19,330,704 12,568,649

Income tax expensesCurrent tax expense (7,271,306) (4,999,183)Deferred tax income/(expense) 182,725 33,242

(7,088,581) (4,965,941)Net profit after tax 12,242,123 7,602,708Other comprehensive income - -Total comprehensive income 12,242,123 7,602,708



Creative Communication LimitedStatement of Changes in Equity


Particulars Share Retainedcapital earnings Total

Taka Taka Taka

Balance as at 1 January 2013 1,000,000 28,281,630 29,281,630

Net profit after tax for the year - 7,602,708 7,602,708Total other comprehensive income - - -Total other comprehensive income for the year - 7,602,708 7,602,708Balance as at 31 December 2013 1,000,000 35,884,338 36,884,338Net profit after tax for the year - 12,242,123 12,242,123Total other comprehensive income - - -Total other comprehensive income for the year - 12,242,123 12,242,123Balance as at 31 December 2014 1,000,000 48,126,461 49,126,461




Creative Communication LimitedStatement of Cash Flowsfor the year ended 31 December 2014

2014 2013Taka Taka

A) Cash flows from operating activitiesCash receipts from income 24,074,717 24,884,074

24,074,717 24,884,074Cash paid for:Operating expenses (22,212,916) (20,145,696)Advances, deposits and prepayments 321,028 (140,777)Cash used in operation (21,891,889) (20,286,473)

Financing income/(cost) 4,523,544 2,787,964Income tax (5,439,705) (3,937,276)

(916,162) (1,149,312)Net cash generated from/ (used in) operating activities 1,266,666 3,448,289

B) Cash flows from investing activitiesPurchase of property, plant and equipment (387,003) (703,130)Net cash used in investing activities (387,003) (703,130)

C) Cash flows from financing activitiesInter-company debts received/(paid) 1,728,603 27,602,735Net cash from financing activities 1,728,603 27,602,735

D) Net increase in cash and cash equivalent (A+B+C) 2,608,266 30,347,894

E) Cash and cash equivalent at 1 January 2014 29,185,388 (1,162,506)

F) Cash and cash equivalent at 31 December 2014 (D+E) 31,793,654 29,185,388

Closing balance represents:Cash and cash equivalents 31,793,653 29,185,388

31,793,653 29,185,388



Premiaflex Plastics Limited, a private limited company, incorporated in 2007 with the Registrar of JointStock Companies, Dhaka, Bangladesh under Companies Act 1994 having 87.32% shares held byAdvanced Chemical Industries Limited. The principal activities of the company are manufacturing andmarketing of plastic products, flexible printing and doing other ancillary business associated with plasticand flexible printing.

In 2014, Premiaflex Plastics Limited has managed to attain a significant sales growth by penetratingexisting markets and exploring new markets, focusing on multinational companies. Premiaflex PlasticsLimited has been able to create a benchmark of quality business through supplying quality products,usage of best quality raw materials and dedicated customer service. The future looks bright for thebusiness due to bringing in new technological extension to the product line and also grows a goodrelation with business partners. In 2014, through the introduction of "Metalized Coating Machine",Premiaflex Plastics Limited has been able to manufacture raw materials such as MPET, MCPP for thisindustry to ensure future prosperity in the metalized market. Premiaflex Plastics Limited which hasalready been recognized with the ISO 9001:2008 and HACCP certification is also working for therecognition of FSSC 22000 certification assuring quality services in the transformation of the packagingindustry.


Revenue 1,614,221,088








Premiaflex Plastics LimitedDirectors' Report



Premiaflex Plastics LimitedIndependent Auditors' Report to the Shareholders

We have audited the accompanying financial statements of Premiaflex Plastics Limited which comprise thestatement of financial position as at 31 December 2014 and the statement of profit or loss and othercomprehensive income, statement of changes in shareholders equity and statement of cash flows for the yearthen ended and a summary of significant accounting policies and other relevant explanatory notes.

Management’s responsibility for the financial statement:Management is responsible for the preparation and fair presentation of these financial statements inaccordance with Bangladesh Financial Reporting Standards (BFRSs), the Companies act 1994 and otherapplicable laws and regulations and for such internal control as management determines necessary to enablethe preparation of financial statements that are free from material misstatements, whether due to fraud orerror.

Auditor’s responsibility:Our responsibility is to express an opinion on these financial statements based on our audit. We conducted ouraudit in accordance with Bangladesh Standards on auditing (BSAs). Those standards require that we complywith relevant ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on our judgment, including the assessment of the risksof material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, we consider internal control relevant to the entity’s preparation and fair presentation of thefinancial statements in order to design audit procedures that are appropriate in the circumstances, but not forthe purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates 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 ouraudit opinion.

Opinion:In our opinion, the financial statements prepared in accordance with the Bangladesh Financial ReportingStandards (BFRSs), give a true and fair view of the state of the Company’s affairs as at 31 December 2014and of the results of its operations and its cash flows for the year then ended and comply with the CompaniesAct, 1994 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 account as required by law have been kept by the company so far as itappeared from our examination of those books; and

c) the statement of financial position and statement of comprehensive income along with the annexed notes1 to 29 dealt with by the report are in agreement with the books of account.






Premiaflex Plastics LimitedStatement of Financial Position


2014 2013Taka Taka

AssetsProperty, plant and equipment-at cost 716,047,108 521,652,032Accumulated depreciation (223,649,748) (172,088,666)

492,397,360 349,563,366Capital work-in-progress 2,071,840 37,250,781Long-term investments 3,447,149 -

Total non-Current assets 497,916,349 386,814,147

Current assetsInventories 304,497,051 331,314,365Advances, deposits and prepayments 28,308,700 20,524,841Trade receivables 399,146,054 447,079,487Advance income tax 238,822,682 155,416,656Inter-company receivables 19,913,862 23,709,480Cash and cash equivalents 69,700,353 37,605,967

Total current assets 1,060,388,702 1,015,650,796Total assets 1,558,305,051 1,402,464,943

EquityShare capital 300,000,000 300,000,000Available for sale reserve (136,482) -Retained earnings 218,466,534 118,558,440

Total equity 518,330,052 418,558,440

LiabilityLong term bank loan 114,679,496 50,488,113Deferred tax liability 61,829,229 41,327,156

Non-current liabilities 176,508,725 91,815,269Bank overdraft 25,774,561 63,100,125Inter-company payables 196,721,432 210,564,943Short term bank loan 484,438,653 506,177,149Long term bank loan-current portion 46,900,043 47,073,922Trade payables 12,213,321 7,939,358Other Payables 25,761,605 17,075,114Current tax liability 71,656,660 40,160,624

Current liabilities 863,466,275 892,091,235Total liabilities 1,039,974,999 983,906,504Total equity and liabilities 1,558,305,051 1,402,464,943

Auditors' Report to the ShareownersSee annexed report of date.





Premiaflex Plastics LimitedStatement of Profit or Loss and other Comprehensive Income


2014 2013Taka Taka

Revenue 1,614,221,088 1,413,401,744Cost of sales (1,320,678,508) (1,172,396,936)Gross profit 293,542,580 241,004,808Administrative, selling and distribution expenses (51,743,468) (36,191,909)Operating profit 241,799,112 204,812,899Other income 11,966,585 9,133,740

253,765,697 213,946,639Financing cost (93,848,468) (106,950,244)

159,917,229 106,996,395Provision for contribution to WPPF (7,995,861) (5,349,820)Profit before income tax 151,921,367 101,646,576

Income tax expensesCurrent tax expenses (31,496,035) (31,440,835)Deferred tax income/ (expenses) (20,517,238) 1,597,273

(52,013,273) (29,843,562)Net profit after tax 99,908,094 71,803,014Other comprehensive incomeChange in fair value of available-for-sale-financial assets (151,647) -Income tax on other comprehensive income 15,165 -Total other comprehensive income for the year net of tax (136,482) -

Total profit and other comprehensive income for the year 99,771,612 71,803,014




Premiaflex Plastics LimitedStatement of Changes in Shareowners' Equity



Share Share Available RetainedParticulars Capital Money for sale Earnings Total

Deposited Reserve

Taka Taka Taka Taka

Balance as at 01 January 2013 80,000,000 191,055,000 - 46,755,426 126,755,426

Net profit after tax for the year - - 71,803,014 71,803,014

Total other comprehensive income - - - -

Total profit and other comprehensive income for the year - - - 71,803,014 71,803,014

Contributions by and distributions to owners of the Company:

Issuance of Bonus Shares - - - -

Share money deposited - 28,945,000 - - 28,945,000

Raising share capital 220,000,000 (220,000,000) - - -

Total contributions by and distributions to ownersof the company 220,000,000 (191,055,000) - - 28,945,000

Balance as at 31 December 2013 300,000,000 - - 118,558,440 418,558,440

Net profit after tax for the year - - - 99,908,094 99,908,094

Total other comprehensive income - - (136,482) - (136,482)

Total profit and other comprehensive income for the year - - (136,482) 99,908,094 99,771,612

Contributions by and distributions to owners of the Company:

Share money deposited - - - -

Raising share capital - - - -

Total contribution by and distribution to ownersof the company - - - - -

Balance as at 31 December 2014 300,000,000 - (136,482) 218,466,534 518,330,052




Premiaflex Plastics LimitedStatement of Cash Flowsfor the year ended 31 December 2014

2014 2013Taka Taka

A) Cash flows from operating activitiesCash receipts from customers 1,662,154,521 1,401,970,022Cash receipts from other income 11,966,585 9,133,740

1,674,121,106 1,411,103,762Cash paid for:Purchase of inventory (1,238,331,971) (1,173,485,759)Operating expenses (51,437,647) (35,974,802)Receipts from/(payments to) other payables 690,629 (1,025,957)Advances, deposits and prepayments (7,783,859) (11,379,157)


Financing cost (93,848,468) (106,950,244)Income tax paid (83,406,026) (56,503,452)

(177,254,494) (163,453,696)Net cash from operating activities 200,003,764 25,784,391

B) Cash flows from investing activitiesPurchases of property, plant and equipment (749,007) (4,354,955)Investments (3,598,794) -Payments for capital-work-in-progress (158,467,129) (37,498,851)Net cash used in investing activities (162,814,929) (41,853,806)

C) Cash flows from financing activitiesInter-company received/(Paid) (10,047,893) (109,919,823)Receipts from share money deposited - 28,945,000Short term bank loan received (21,738,496) 154,482,836Long term bank loan received/ (Paid) 64,017,504 (52,327,446)Net cash flows provided by financing activities 32,231,115 21,180,567

D) Net cash inflows/(outflows) in cash and cash equivalents (A+B+C) 69,419,950 5,111,152

E) Cash and cash equivalents at 1 January (25,494,158) (30,605,311)

F) Cash and cash equivalents at 31 December (D+E) 43,925,792 (25,494,158)

Closing Balance represents:Cash and cash equivalents (Note-11) 69,700,353 37,605,967Bank overdraft (Note-15) (25,774,561) (63,100,125)

43,925,792 (25,494,158)


ACI Agrochemicals Limited, a private limited company, was incorporated in 2006 with the Registrar ofJoint Stock Companies, Dhaka, Bangladesh under Companies Act 1994 as a subsidiary with 90% sharesowned by Advanced Chemical Industries Limited.

The principal activities of the company are formulating and packaging of pesticides, fertilizer and plantnutrient products. The company is yet to start its operation.


Revenue -

Expenses (16,897)

Loss after tax (16,897)





ACI Agrochemicals LimitedDirectors' Report



Shiraz Khan Basak & Co.Chartered Accountants

ACI Agrochemicals LimitedAuditors' Report to the Shareholders

We have audited the accompanying financial statements of ACI Agrochemicals Limited, which comprisethe statement of financial position as at 31 December 2014, the satement of comprehensive income,statement of changes in equity, statement of cash flows for the year then ended, and a summary ofsignificant accounting policies and other explanatory information.

Management’s responsibility for the financial statementsManagement is responsible for the preparation and fair presentation of these financial statements inaccordance with Bangladesh Financial Reporting Standards (BFRSs), and for such internal control asmanagement determines is necessary to enable the preparation of these financial statements that arefree from material misstatement, whether due to fraud and error.

Auditors’ responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Bangladesh Standards on Auditing (BSAs). Those standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditors’ judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the entity’spreparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the appropriateness of accounting policies used and the reasonableness of accounting estimatesmade 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 forour audit opinion.

OpinionIn our opinion, the financial statements prepared in accordance with Bangladesh Financial ReportingStandards (BFRSs), give a true and fair view of the state of the financial position of the Company as at31 December 2014 and of the financial performance and its cash flows for the year then ended andcomply with the Companies Act 1994 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 purposes of our audit and made due verification thereof;b. in our opinion, proper books of account as required by law have been kept by the company so far as

it appeared from our examination of those books andc. Company’s statement of financial position and statement of comprehensive income together with

the annexed notes 1 to 4 dealt with by the report are in agreement with the books of account

Chartered AccountantShiraz Khan Basak & CO.Dated : 26 April 2015

Place : Dhaka


ACI Agrochemicals LimitedStatement of Financial Position



Assets

Current assets

Cash in hand - -- -

Equity and liabilitiesShare capital 20,000 20,000Accumulated loss (273,599) (256,702)

(253,599) (236,702)

Current liabilitiesCurrent Account with ACI Limited 246,099 229,202Audit fee payable 7,500 7,500

253,599 236,702

- -


DirectorCompany Secretary Director

Chartered AccountantsShiraz Khan Basak & CO.



ACI Agrochemicals LimitedStatement of Profit or Loss and other Comprehensive Income



Revenue - -

Less expenses:Bank Charge 345 810Audit Fee 8,625 7,500Fees, Rates and taxes 7,927 45,380

16,897 53,690

Net Profit/(Loss) (16,897) (53,690)


DirectorCompany Secretary Director



Flyban Insecticides Limited, a private limited company, was incorporated in 1991 with the Registrar ofJoint Stock Companies, Dhaka, Bangladesh under Companies Act 1994 as a subsidiary with 51% sharesowned by Advanced Chemical Industries Limited.

The company has been dormant for last ten years. The principal business of the company wasmanufacturing and marketing of Mosquito coils.


Revenue -

Expenses (10,352)

Loss after tax (10,352)



Dr. F H AnsareyManaging Director

Sheema Abed RahmanDirector

Flyban Insecticides LimitedDirectors' Report


Shiraz Khan Basak & Co.Chartered Accountants

Flyban Insecticides LimitedAuditors' Report to the Shareholders

We have audited the accompanying financial statements of Flyban Insecticides Limited, which comprisethe statement of financial position as at 31 December 2014, the satement of comprehensive income,statement of changes in equity, statement of cash flows for the year then ended, and a summary ofsignificant accounting policies and other explanatory information.

Management’s responsibility for the financial statementsManagement is responsible for the preparation and fair presentation of these financial statements inaccordance with Bangladesh Financial Reporting Standards (BFRSs), and for such internal control asmanagement determines is necessary to enable the preparation of these financial statements that arefree from material misstatement, whether due to fraud and error.

Auditors’ responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Bangladesh Standards on Auditing (BSAs). Those standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditors’ judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal control relevant to the entity’spreparation and fair presentation of the financial statements in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the appropriateness of accounting policies used and the reasonableness of accounting estimatesmade 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 forour audit opinion.

OpinionIn our opinion, the financial statements prepared in accordance with Bangladesh Financial ReportingStandards (BFRSs), give a true and fair view of the state of the financial position of the Company as at31 December 2014 and of the financial performance and its cash flows for the year then ended andcomply with the Companies Act 1994 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 purposes of our audit and made due verification thereof;b. in our opinion, proper books of account as required by law have been kept by the company so far as

it appeared from our examination of those books andc. Company’s statement of financial position and statement of comprehensive income together with

the annexed notes 1 to 7 dealt with by the report are in agreement with the books of account





Flyban Insecticides LimitedStatement of Financial Position



Assets

Property, plant and equipment:At cost 6,349,299 6,349,299

Total asset: 6,349,299 6,349,299

Equity and liabilities

Shareholders' equity:Share capital 5,000,000 5,000,000Accumulated loss (488,027) (477,675)

4,511,973 4,522,325Current liabilities:

Current Account with ACI Limited 1,024,661 1,014,308Other liabilities 812,665 812,666

1,837,326 1,826,974

6,349,299 6,349,299

As per our report of same date



Director & Company Secretary Managing Director


Flyban Insecticides LimitedStatement of Comprehensive Income


2014 2013Taka Taka

Revenue - -

Less: expensesFees, rates and taxes 1,728 1,228Audit fee 8,624 7,500

10,352 8,728

Net Profit /(Loss) (10,352) (8,728)

As per our report of same date



Director & Company Secretary Managing Director

ACI Edible Oils LimitedDirectors' Report

Established in 2010 as a private limited company under the Companies Act 1994, ACI Edible Oils Limitedis a subsidiary of Advanced Chemical Industries (ACI) Limited that owns 85% shares in the company.The edible oil market in Bangladesh has been increasingly shifting towards healthier oil as consumerpriorities move in that direction. ACI Edible Oils is moving forward with its prestigious brand ACINutrilife. ACI Nutrilife Rice Bran Oil has been gaining enormous popularity since its launching, with astaggering gross profit growth of 258% and there by gaining a bottom line growth of 58% compared tothat of 2013. Rice Bran Oil is produced from rice bran and is the most balanced and versatile edible oilin the market, which is a good source of Vitamin E and its high smoke point, requires less oil usage incooking. Innovative, unconventional and niche marketing campaigns were undertaken in order toincrease brand awareness in 2014.

ACI Edible Oils Limited respecting the consumers' priorities and preferences is providing the market withhealthy edible oils and following financials give a glimpse of how far the company has succeeded inattaining its goal. The financial figures of the year ended 31 December, 2014 are as follows:


Revenue 78,918,180

Gross Profit 10,269,188

Operating Expenses (6,537,573)

Operating Profit 3,731,615

Profit after Tax 3,582,366










Independent Auditors' Report to the Shareholders ofACI Edible Oils Limited

We have audited the accompanying financial statements of ACI Edible Oils Limited, which comprise the statement offinancial position as at 31 December 2014, the satement of profit or loss and other comprehensive income,statement of changes in shareholder equity, statement of cash flows for the year then ended, and a summary ofsignificant accounting policies and other relevant explanatory notes.

Management’s responsibility for the financial statementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance withBangladesh Financial Reporting Standards (BFRSs), the companies Act 1994 and other applicable laws andregulations and for such internal control as management determines necessary to enable the preparation of thesefinancial statements that are free from material misstatements, whether due to fraud and error.

Auditors’ responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with Bangladesh Standards on Auditing (BSAs). Those standards require that we comply with relevantethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,we considers internal control relevant to the entity’s preparation and fair presentation of the financial statements inorder to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management, as well asevaluating 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 auditopinion.

OpinionIn our opinion, the financial statements prepared in accordance with Bangladesh Financial Reporting Standards(BFRSs), give a true and fair view of the state of the Company's affairs as at 31 December 2014 and of the results ofits operations and its cash flows for the year then ended and comply with the Companies Act 1994 and otherapplicable 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 werenecessary for the purposes of our audit and made due verification thereof;

b. in our opinion, proper books of account as required by law have been kept by the company so far as it appearedfrom our examination of those books and

c. the statement of financial position and statement of comprehensive income along with the annexed notes 1 to 18dealt with by the report are in agreement with the books of account .



ACI Edible Oils LimitedStatement of Financial Position





2014 2013Taka Taka

AssetsDeferred Tax Asset 502,840 -

Current assets:Inventories 5,768,382 2,856,344Advances, deposits and prepayments - 80,676Trade receivables 3,177,244 1,465,755Inter-company receivables 12,168,346 10,312,703Advance tax 1,960,137 536,403Cash and cash equivalents 1,347,382 176,820

24,421,491 15,428,701Total assets 24,924,331 15,428,701

Equity and liabilitiesShareholders' equity:Share capital 10,000,000 10,000,000Retained earnings 6,443,020 2,860,654

16,443,020 12,860,654Current liabilities:Trade payables 278,554 277,514Other payables 769,423 203,567Inter-company payables 2,914,561 -Current tax liability 4,518,772 2,086,966

8,481,310 2,568,047

Total equity and liabilities 24,924,331 15,428,701



ACI Edible Oils LimitedStatement of Profit or Loss and other Comprehensive Income





2014 2013Taka Taka

Revenue 78,918,180 26,670,267Cost of goods sold (68,648,992) (23,803,069)Gross profit 10,269,188 2,867,198Administrative, Selling and Distribution expenses (6,537,573) (270,431)Operating profit 3,731,615 2,596,767Other income 1,779,718 1,036,176Net profit before tax 5,511,333 3,632,943Income tax expenses:Current tax expenses (2,431,806) (1,362,354)Deferred tax income 502,840 -

(1,928,967) (1,362,354)Net profit after tax 3,582,366 2,270,589



ACI Edible Oils LimitedStatement of Changes in Equity


Particulars Share Retained Totalcapital earnings Taka

Balance at 1 January 2013 10,000,000 590,065 10,590,065Net profit after tax for the year - 2,270,589 2,270,589Total other comprehensive income - - -Total comprehensive income for the year - 2,270,589 2,270,589Balance at 31 December 2013 10,000,000 2,860,654 12,860,654

Net profit after tax for the year - 3,582,366 3,582,366Total other comprehensive income - - -Total comprehensive income for the year - 3,582,366 3,582,366Balance at 31 December 2014 10,000,000 6,443,020 16,443,020






ACI Edible Oils LimitedStatement of Cash Flowsfor the year ended 31 December 2014

2014 2013Taka Taka

A Cash flows from operating activitiesCash received from customers 77,206,691 28,359,687Cash received from other income - -

77,206,691 28,359,687

Cash paid for :Purchase of Inventories (71,559,990) (24,869,250)Operating expenses (5,971,717) (267,993)Advance tax (1,423,734) (536,403)Financing income 1,779,718 1,036,176Advance, deposits and prepayments 80,676 (80,676)

(77,095,047) (24,718,146)Net cash flows from/(used in) operating activities 111,644 3,641,541

B Cash flows from financing activitiesInter-company debts(paid) received 1,058,918 (519,812)Net cash flows provided by financing activities 1,058,918 (519,812)

C Net cash flows from all activities (A+B) 1,170,562 3,121,729

D Cash and bank balances at the beginning of the year 176,820 (2,944,909)E Cash and bank balances at the end of the year 1,347,382 176,820

Closing balance represents :Cash and cash equivalents 1,347,382 176,820

1,347,382 176,820

ACI HealthCare LimitedDirectors' Report

ACI HealthCare Limited, a public limited company, and a subsidiary of Advanced Chemical IndustriesLimited with 92.94% shareholding, was incorporated in 18 February 2013 under the companies Act1994.

The principal activities of the company are to be manufacturing and marketing of pharmaceuticalproducts for regulated markets, especially for USA. With this aim, the company has planned to establisha state-of-the-art pharmaceutical factory in Sonargaon,Narayanganj. The company has acquired1,241.71 decimal land valued at BDT 434, 600,000 located at mousa-Tripudi,Sonargaon,Narayanganj.The plant will manufacture products for domestic and international markets. In 2014, the constructionof the factory plant had begun.




M Mohibuz ZamanManaging Director


Report on the Financial StatementsWe have audited the accompanying financial statements of ACI HealthCare Limited ("the Company"), which comprisethe statement of financial position as at 31 December 2014, and the statement of profit or loss and othercomprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and asummary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation of financial statements that give a true and fair view in accordancewith Bangladesh Financial Reporting Standards, and for such internal control as management determines isnecessary to enable the preparation of financial statements that are free from material misstatement, whether due tofraud or error.

Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on our judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, weconsider internal control relevant to the entity’s preparation of financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management, as well asevaluating the overall presentation of the financial statements.


OpinionIn our opinion, the financial statements give a true and fair view of the financial position of the Company as at 31December 2014, and of its financial performance and its cash flows for the year then ended in accordance withBangladesh Financial Reporting Standards.

Report on Other Legal and Regulatory Requirements

In accordance with the Companies Act 1994, we also report the following:

a) we have obtained all the information and explanation which to the best of our knowledge and belief werenecessary for the purpose of our audit and made due verification thereof;

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appearedfrom our examination of those books; and

c) the statement of financial position and the statement of profit or loss and other comprehensive income dealt withby the report are in agreement with the books of account.


Independent Auditor's Report to the Shareholders ofACI HealthCare Limited

Shareholders

Dated : 26 April 2015Place : Dhaka Rahman Rahman Huq



ACI HealthCare LimitedStatement of Financial Position





31 December 31 DecemberIn Taka 2014 2013

AssetsProperty, plant and equipment 487,680,955 480,361,836Capital work-in-progress 68,745,511 8,329,879Intangible asset 85,425,025 50,213,517Non-current assets 641,851,491 538,905,232

Advances, deposits and prepayments 1,030,109 1,627,902Cash and cash equivalents 293,662 17,180Current assets 1,323,771 1,645,082Total assets 643,175,262 540,550,314

EquityShare capital 500,000,000 500,000,000Accumulated loss (5,585,682) (2,654,203)Total equity 494,414,318 497,345,797

LiabilitiesInter company payables 144,173,139 42,890,842Other payables and accruals 4,587,805 313,675Current liabilities 148,760,944 43,204,517Total equity and liabilities 643,175,262 540,550,314


ACI HealthCare LimitedStatement of Profit or Loss and other Comprehensive Income





For the 18 FebruaryIn Taka year ended to

31 December 2014 31 December 2013

Revenue - -Cost of sales - -Gross profit - -Pre-incorporation expenses - (1,076,177)General and administrative expenses (2,569,534) (1,485,818)Operating loss (2,569,534) (2,561,995)Finance costs (361,945) (92,208)Loss before tax (2,931,479) (2,654,203)Income tax expenses - -Net loss (2,931,479) (2,654,203)


ACI HealthCare LimitedStatement of Changes in Equity


Balance as at 18 February 2013 - - -Issue of share 500,000,000 - 500,000,000Loss for the period - (2,654,203) (2,654,203)Balance as at 31 December 2013 500,000,000 (2,654,203) 497,345,797

For the period from 18 February to 31 December 2013


Balance as at 1 January 2014 500,000,000 (2,654,203) 497,345,797Loss for the year - (2,931,479) (2,931,479)Balance as at 31 December 2014 500,000,000 (5,585,682) 494,414,318



ACI HealthCare LimitedStatement of Cash Flows

For the 18 FebruaryIn Taka year ended to

31 December 2014 31 December 2013

Cash flows from operating activities:

Payment to suppliers (1,926,516) (2,169,170)Payment for other operating expenses (575) (3,875)Net cash from operating activities (1,927,091) (2,173,045)

Cash flows from investing activities:

Acquisition of property, plant and equipment (6,215,424) (95,600)Expenditure incurred for capital work-in-progress (34,578,223) (4,439,175)Expenditure incurred for intangible asset (447,780) (50,213,517)Net cash used in investing activities (41,241,427) (54,748,292)

Cash flows from financing activities:

Proceeds from issue of share capital - 65,400,000Proceeds from inter company borrowings 43,445,000 (8,461,483)Net cash from financing activities 43,445,000 56,938,517Net increase in cash and cash equivalents 276,482 17,180Cash and cash equivalents as at 1 January 17,180 -Cash and cash equivalents as at 31 December 293,662 17,180

ACI Chemicals LimitedDirectors' Report

ACI Chemicals Limited, a private company limited by shares, incorporated in 2013 with the Registrar ofJoint Stock Companies and Firms, Dhaka, Bangladesh under the Companies Act 1994 as a subsidiary ofAdvanced Chemical Industries Limited having 60% ownership in the Company.

The Company, however, started its operation from June 2014 with the aim to becoming a leading supplychain solution provider in industrial and specialty chemicals sectors in Bangladesh having major focus intextiles, leather, water treatment, paint and plastic industries. It has developed partnerships withreputed European and South Asian companies and accordingly signed agreements with regards totextiles, specialty chemicals (Water Treatment) businesses. However, signing contract with a reputedAustralian Company and partnership with worlds reputed chemical producers for paint and plasticindustries are in process. The Company has also planned to further expand its operations in othersectors like foods, pharmaceuticals, constructions etc.



Mr. M. Anis Ud DowlaManaging Director

Ms. Shusmita AnisDirector






Auditors' Report to the Shareholders ofACI Chemicals Limited

We have audited the accompanying financial statements of ACI Chemicals Limited which comprise the statement offinancial position as at 31 December 2014, the statement of profit or loss and other comprehensive income,statement of changes in equity and statement of cash flows for the period from 26 November 2013 to 31 December2014 and a summary of significant accounting policies and other relevant explanatory notes.

Management’s responsibility for the financial statement:Management is responsible for the preparation and fair presentation of these financial statements in accordance withBangladesh Financial Reporting Standards (BFRSs) and Bangladesh Accounting Standards (BASs), the Companies Act1994 and other applicable laws and regulations and for such internal control as management determines necessaryto enable the preparation of financial statements that are free from material misstatements, whether due to fraud orerror.

Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our auditin accordance with Bangladesh Standards on Auditing (BSAs). Those standards require that we comply with relevantethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on our judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, weconsider internal control relevant to the entity's preparation and fair presentation of the financial statements in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of accounting estimates made by management, as well asevaluating the overall presentation of the financial statements.


OpinionIn our opinion, the financial statements give a true and fair view of the financial position of ACI Chemicals Limited asat 31 December 2014 and of its financial performance and its cash flows for the period from 26 November 2013 to 31December 2014 in accordance with Bangladesh Financial Reporting Standards (BFRSs), Bangladesh AccountingStandards (BASs) and comply with the Companies Act, 1994 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 werenecessary for the purpose of our audit and made due verification thereof;

b) in our opinion, proper books of account as required by law have been kept by the company so far as it appearedfrom our examination of those books;

c) the statement of financial position and statement of comprehensive income along with the annexed notes 1 to 11dealt with by the report are in agreement with the books of account.



ACI Chemicals LimitedStatement of Financial Position


Particular Taka

AssetsNon-current assets

Property, plant and equipment-at cost 171,000Accumulated depreciation (16,375)

154,625

Current assetsAdvance income tax 500Cash and cash equivalents 40

540Total assets 155,165

Equity and Liabilities

EquityShare capital 100Loss for the period (3,700,893)

(3,700,793)

Current liabilitiesInter company payables 3,850,959Other payables 5,000

3,855,959Total equity and liabilities 155,165






ACI Chemicals LimitedStatement of Profit or Loss and other Comprehensive Income

for the period from 26 November 2013 to 31 December 2014

Particular Taka

Revenue -Cost of sales -Gross profit/(loss) -

Pre-incorporation expenses (95,150)General and administrative expenses (3,605,743)Operating loss (3,700,893)

Other income -Loss before income tax (3,700,893)

Income tax expense -Loss for the period (3,700,893)






ACI Chemicals LimitedStatement of Changes in Equity


Share Loss forParticular capital the period Total

Taka Taka Taka

Share Capital 100 - 100

Loss for the period - (3,700,893) (3,700,893)

Balance as at 31 December 2014 100 (3,700,893) (3,700,793)

Dhaka : 26 April 2015Ashraful Haque Nabi & Co.





ACI Chemicals LimitedStatement of Cash Flows


Particular Taka

A. Cash flows from operating activitiesCash paid for:Pre-operating expenses (95,150)Operating expenses (3,584,368)Net cash from operating activities (3,679,518)

Income Tax (500)(500)

Net cash generated from/ (used in) operating activities (3,680,018)

B. Cash flows from investing activitiesPurchase of property, plant and equipment (171,000)

(171,000)C. Cash flows from financing activities

Inter-company debts received/(paid) 3,850,959Proceeds from issue of share capital 100Net cash from financing activities 3,851,059

D. Net increase in cash and cash equivalents for the period (A+B+C) 40

E. Cash and cash equivalents at the beginning of the period -

F. Cash and cash equivalents at 31 December 2014 40

ACI Centre245 Tejgaon Industrial AreaDhaka 1208Phone : (8802) 8878603Fax : (8802) 8878619 & 8878626

Registered Office

9 Motijheel C/ADhaka 1000Phone : (8802) 9556254

Share Office

1. Pharmaceuticals Plant7 Hajiganj Road, NarayanganjPhone : (8802) 7630496, 7630525, 7630493Fax : (8802) 7630524

2. ACI Formulations PlantRajabari, Sreepur, GazipurPhone : (8802) 0682555135

3. ACI Salt LimitedMurapara, RupganjNarayanganjPhone : (8802) 7650030Fax : (8802) 7650028

4. ACI Foods LimitedKutirchar, BhadraghatKamarkhand, SirajgonjPABX : 01961559762

5. ACI Pure Flour Limited6/3 Dewli ChowraparaBondor, NarayanganjPhone : 01713 069714

Manufacturing Facilities

Corporate Directory

6. ACI Napkin PlantNil Nagar, KonabariGazipurPhone : 0173 0007780

7. Premiaflex Plastics LimitedKewa Poschim Khondo,Mouna, Sreepur, GazipurPhone : 0173 0028466

8 Electrical Products Factory208-209, Block-D, BSCICIndustrial Estate, Tongi,Gazipur-1700Phone : 0173 0028419

9 ACI HealthCare LimitedTreepordi, SonargaonNarayanganj- 1440Phone : 01713 238832



I/We

of

being a Member of Advanced Chemical Industries Limited, hereby appoint

of

whose signature is appended below as my/our proxy to attend and vote for me/us and on my/our behalf

at the 42nd Annual General Meeting of the Company to be held on Thursday, 11 June 2015 at 10:30 am

and/or at any adjournment thereof.

As witness my hands this day of 2015.

P R O X Y F O R M

Advanced Chemical Industries LimitedRegistered Office

ACI Centre, 245 Tejgaon Industrial Area, Dhaka 1208

(Signature of the Proxy)

Note : A Member entitled to attend and vote at the Annual General Meeting may appoint a proxy to

attend and vote on his/her behalf. The Proxy Form, duly completed, must be deposited at the

Share Office of the Company at 9 Motijheel C/A, Dhaka 1000, not later than 48 hours before

the time fixed for the meeting.

(Signature of the Shareowner)

Registered Folio/BO ID No.

No. of Shares held

Signature onTk.20

Revenue Stamp

I hereby record my Attendance at the 42nd Annual General Meeting being held on Thursday, 11 June 2015 at

10:30 am at Officers Club, 26 Baily Road, Dhaka.

Name of member/proxy

Registered Folio/ BO ID No.

ADVANCED CHEMICAL INDUSTRIES LIMITEDRegistered Office

ACI Centre, 245 Tejgaon Industrial Area, Dhaka 1208

ATTENDANCE SLIP

Signature

Please complete the attendance slip and hand it over at the venue of the Meeting.

Annual Report 2014

ACI is committed to conduct all its operations in amanner that is protective of the environment, healthand safety of employees, customers and the community.To this end, the company has already obtained ISO14001 Certification for Environmental ManagementSystem. ACI will provide the resources to educate andinvolve every individual in the Company in achieving thisobjective. In fulfillment of this commitment, we shallmaintain a continuing effort to adhere to the followingprinciples.

Principles

1 We believe that all accidents, incidents and work-related ill health are preventable and with this aim inmind we will manage our businesses. We will deployadequate resources for the prevention and control ofaccident.

2 We will investigate all workplace accidents andillnesses in order to promptly correct any unsafeconditions or practices, and to prevent repetition ofthese occurrences.

3 We will fully comply with all the national regulationsbut in addition will set our own stringent internalcorporate standards on matters relating to safety,health and the environment, and endeavour tostrictly adhere to them.

4 We will continue to improve communication

and exchange views with employees, employeerepresentatives, customers, contractors, suppliers,neighbours and any other individual or organisationaffected by our business.

5 We will integrate SHE considerations into businessplanning and decision-making.

6 We will continue to innovate in order to improve ourproducts and processes so that their effects onsafety, health and the environment are reduced.

7 We will increase shareowners' value through SHEexcellence.

Safety, Health andEnvironment (SHE) Policy