Annual Report 2017-2018 - Zaheen Spinning Ltd

Annual Report2017-2018

MISSION, VISION, OBJECTIVE:

The mission of the Company is to provide highest quality yarn to our valued customers maintaining high ethical standards while we conduct business..

MISSION:

The company thinks business not only for pro�t but also to provide satisfac-tion, quality, production and ful�ll the market demands and major contribution in national economy as well as maintain positive invest-ment of the share holders.

VISION:

Our primary business objective is to conduct transparent operations within legal and social framework, aiming to attain the mission with qualitative/ quantitative targets while we operate

OBJECTIVE:

LETTER OF TRANSMITTAL 03

NOTICE OF 11TH ANNUAL GENERAL MEETING 04

CORPORATE DIRECTORY 05

COMPANY PROFILE 06

THE BOARD OF DIRECTORS 07

DIRECTOR’S REPORT 08

ANNEXURE-A: DECLARATION BY CEO & CFO 15

ANNEXURE-B: COMPLIANCE CERTIFICATE 16

ANNEXURE-C: STATUS OF COMPLIANCE 17

AUDIT COMMITTEE REPORT 25

STATUTORY AUDITOR’S REPORT 26

STATEMENT OF FINANCIAL POSITION 27

STATEMENT OF COMPREHENSIVE INCOME 28

STATEMENT OF CHANGES IN EQUITY 29

STATEMENT OF CASH FLOWS 30

NOTES TO THE ACCOUNTS 31

BAPLC CERTIFICATE 53

GALLERY 54

PROXY FORM AND ATTENDANCE SLIP 55

03 Annual Report

Transmittal Letter

To

All Shareholders

Bangladesh Securities and Exchange Commission

Registrar of Joint Stock Companies & Firms

Dhaka Stock Exchange Limited

Chittagong Stock Exchange Limited

Subject: Annual Report for the Year Ended on 30 June, 2018.

Dear Sir/Madam (s),

We are pleased to enclose a copy of the Annual Report together with the Audited Accounts including Consolidated and

Separate Balance Sheets, Income Statements, Cash Flow Statements for the Year Ended on 30 June, 2018, along with notes

thereon of Zaheen Spinning Limited for your reference and record.

Yours sincerely,

(Md. Mohin Uddin)Company Secretary

04 Annual Report

11TH ANNUAL GENERAL MEETING NOTICENotice is hereby given that the 11th Annual General Meeting of Zaheen Spinning Limited will be held on December 26, 2018, Wednesday at 10.00 a.m. at “Sughandha Community Centre, Plot # 75/A, Road # 5/A, Sat Mosjid Road, Dhanmondi, Dhaka-1205 to transact the following business:

Agenda

1. To receive, consider and adopt the Director’s Report, Audited Financial Statements along with Auditors Report thereon for the year ended on 30th June 2018.

2. To declare 10% stock dividend for the year ended on 30th June, 2018 as recommended by the board of directors.

3. To elect/ reelect Directors in place of those who retired by rotation in accordance with the Articles of Association of the Company.

4. To approve the reappointment of Independent Director.

5. To appoint the Auditors of the Company for the year 2018-2019 and �x their remuneration.

6. To transact any other business with the permission of the chair.

All the honorable Shareholders of the Company are requested to make it convenient to attend the meeting.

By Order of the Board of Directors

Md. Mohin Uddin

Company Secretary

Date: October 27 , 2018

Notes:

1. The “Record Date” shall be on Tuesday, November 27, 2018.

2. The Shareholders whose name will appear in the Share Register/ depository registrar on the Record Date will be eligible to attend the meeting and will qualify for the stock Dividend.

3. Any member eligible to attend and vote at the Annual General Meeting of the Company may appoint a proxy to attend andvote on his/her behalf. The proxy form duly stamped with a revenue stamps of Tk. 10/- and signed by the member must be submitted at the Share Department at House # 59/A, Road # 12/A, (6th & 7th Floor), Dhanmondi, Dhaka-1209, not less than 48 (Forty eight) hours before the time �xed for the meeting.

Notice of the

11th Annual General Meeting

CORPORATE DIRECTORY

05 Annual Report

Board of Directors Mrs. Farida Khanam ChairmanMr. Mahmudur Rahman Managing DirectorMrs. Nusrat Jahan DirectorMr. Md. Abbas Ali Khan Independent Director

Md. Mohin Uddin Company Secretary

Audit Committee:Dr. Md. Abbas Ali Khan ChairpersonMr. Mahmudur Rahman MemberMrs. Nusrat Jahan Member

Nomination and Remuneration Committee (NRC):Dr. Md. Abbas Ali Khan ChairpersonMrs. Farida Khanam MemberMrs. Nusrat Jahan Member

Md. Faruq Hossian Chief Financial O�cerMd. Tanjim Hossain Head of Internal Audit & Compliance Statutory Auditor M/S. Ahmad & Akhtar Chartered Accountants

Corporate Governance Auditor Shiraz Khan Basak & Co. Chartered Accountants

Legal Advisor The Legal Edge Bankers Mutual Trust Bank Ltd. Southeast Bank Ltd BRAC Bank Ltd. SBAC Ltd. AB Bank Ltd.

Registered O�ce House # 09, Road # 10, Flat # A/1 Dhanmondi, Dhaka-1205, Bangladesh.

Corporate O�ce House # 59/A, Road # 12/A, (6th & 7th Floor), Dhanmondi, Dhaka-1209.Phone 8191588, 8191522, Fax: 8191522

E-mail [email protected]

Website www.zaheenspinningltd.com

Factory Jhawgara, Araihazar, Narayangonj

Zaheen Spinning Limited was incorporated on July 22, 2007 as private limited company under the Companies Act 1994 vides registration no. C–67789(340)/07. On August 14, 2012 it was converted into a public limited company. The registered o�ce of the company is located at House-9, Road-10, Flat-A/1, Dhanmondi, Dhaka-1205 and Corporate O�ce is located at House # 59/A, (6th & 7th Floor), Road # 12/A, Dhanmondi-1209, Bangladesh.

Bangladesh Securities and Exchange Commission (BSEC) has accorded consent for IPO on November 11, 2014 and on March 25, 2015 trading of shares of Zaheen Spinning Limited started on both the bourses namely Dhaka Stock Exchange Limited (DSE) and Chittagong Stock Exchange Limited (CSE). The Company was established with an Authorized Capital of Tk. 100,000,000.00 and Paid-up Capital of Tk. 10,000,000.00. The Authorized Capital and Paid-up Capital of the Company was rsubsequently raised to Tk. 4,000,000,000/- and Tk. 985,527,000/- respectively. The shares of the company has been denominated from Tk. 1000/- to Tk. 10/- per share as at July 29, 2012.

The company started its commercial operation on February 15, 2010. The Factory is situated at Jhawgara, Araihazar, and Narayanganj, Bangladesh. The main activity of the Company is concentrated in manufacturing 100% quality cotton yarn of di�erent counts.

Pro�le of Subsidiary- Zaheen Polymer LimitedZaheen Polymer Limited was incorporated and registered with the Registrar of Joint Stock Companies and Firms of Bangla-desh under the Companies Act (Act XVIII) of 1994 on 3 November 2015 vide Registration No. C-126648/2015. Registered O�ce of the Company is located at House No-09, Road No. -10, Flat No. A/1, Dhanmondi, Dhaka, Bangladesh. The activities of the subsidiary are yet to be commenced.

06 Annual Report

COMPANY PROFILE

07 Annual Report

THE BOARD OF DIRECTOR

Mrs. Farida KhanamChairman

Mrs. Farida Khanam, Chairman of Zaheen Spinning Limited is a business graduate with more than 15 years of experience. She has wide experience in management, procurement, HR and Textile sector. She is presently looking after HR and Administration.

Mr. Mahmudur RahmanManaging Director

Mr. Mahmudur Rahman is an MBA graduate and Sponsor Director of the company having more than 10 years of experience in textile sectors. He is the General Secretary of Bangladesh-Greece Chamber of Commerce & Industry. He is currently engaged in di�erent sectors, in his attempt to both contribute to the growth and development of the company as well as increase his knowledge of understanding about other industries.

Mrs. Nusrat JahanDirector

Mrs. Nusrat Jahan is graduated in Computer Science and Engineering. She joined the company in 2012. In order to gain more practical experience in the �led of textile sector, she has worked in various capacities in the company. Her constant research and development of modern means of taking the company forward, acts as a driving force for the company.

Dr. Md. Abbas Ali KhanIndependent Director

Mr. Md. Abbas Ali Khan is the independent director of Zaheen Spinning Ltd. He is the Dean, Chairperson and Professor, Faculty of Business Administration, Eastern University. He is a retired Professor, Department of Management, Faculty of Business Studies, Univer-sity of Dhaka. He obtained Ph.D. from University of Glasgow, UK. He started his career as a Lecturer of Management in 1975 in the University of Dhaka.He held many important positions and membership in Government and Non-Government, social, professional, research and policy making organizations and bodies. He made remarkable contribution to business and management discipline through research, teaching and �nancial administration.

08 Annual Report

DIRECTORS’ REPORTDear Shareholders,Assalamu Alaikum Warah’matullahe,

The Board of Directors of Zaheen Spinning Limited welcomes you all to the 11th Annual General Meeting of the company. We are therefore pleased to submit before you the operational activities and audited �nancial statements of the company for the year ended on 30th June 2018.

The Directors' Report is prepared in compliance with section 184 of the Companies Act 1994, Bangladesh Securities and Exchange Commission's Noti�cation No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 3rd June 2018 and other applicable laws and regulations.

Industry outlook and Possible Future Development:The company produces the 100% quality cotton yarn and delivers to the Garments Industries. The company has been operated in the market for long with reputation and commitment. Having long experience in yarn marketing we are con�dent of this value added yarn and believe that we can hold our reputation as a quality yarn supplier.

From the inception of the commercial operation , the company has become one of the very few spinning mills in Bangladesh where the garments manufacturer can rely for various types yarn. We believe this will add great value to the company in the coming days.

The segment wise or product-wise performance:

Risks and Concerns including internal and external risk factors, threat to sustainability and negative impact on environment is stated below::Zaheen Spinning Limited being a yarn manufacturer and catering its risk is always associated with supply and demand of raw cotton. Any downtown in this industry has a direct impact in the business

Moreover, risks and concern of the industry solely depends on the upcoming Government policy as well.

A discussion on Cost of Goods sold, Gross Pro�t Margin and Net Pro�t Margin is as follows:

Cost of Goods Sold increased due to increase of price of Raw Materials and increase of utility cost like Gas and Electricity and for

this Gross Pro�t Margin decreased.

Extra Ordinary Gain or loss:During the period company gains Tk. 1,280,717.00 from wastage sales

Related Party Transaction: A detailed discussion on related party transactions along with a statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions has been shown in note 38 of these �nancial statements.

ParticularsSpindle Number 29040 29040Production Capacity (50 Auto & Normal Yarn) Lbs 6,123,500 6,123,500Actual Production (50 Auto & Normal Yarn) Lbs 5,848,652 5,887,735Capacity Utilization % 95.51 96.15

Cost of Goods Sold 681,240,005 678,505,379 2,734,626Gross Pro�t Margin 20.57 21.93 (1.60)Net Pro�t Margin 13.40 13.72 (0.32)

Unit 2017-2018 2016-2017

Particulars July 16 to June 17Variance

Increase(+)/Decrease(-)

July 17 to June 18

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A Statement of Utilization of Proceeds from Public Issues, Rights Issues and/or any other instruments:Not applicable for Zaheen Spinning Ltd. for the year ended on June 30, 2018.

An explanation if the �nancial results deteriorate after the company goes for Initial public O�ering (IPO), Repeat Public O�ering (RPO), Rights Share O�er, Direct Listing, etc.:Initial Public O�ering was made on November 14, 2014. Since then the company is performing more or less well.

Variance between Quarterly Financial Performance and Annual Financial Statements:Variation in �nancial result during the fourth quarter mainly due to loss of eight days production on account of Eid vacation, interruption in supply of power, low gas pressure, increase of price of Raw Materials.

Statement of remuneration paid to directors including independent directors is stated below:

Fair presentation of Financial Statements:The management con�rms that the �nancial statement prepared by the management of the company present fairly its state of a�airs, the result of its operations, cash �ow and change in equity.

Proper Books of Account:The management of Zaheen Spinning Limited states that proper books of accounts of the company have been maintained.

Appropriate Accounting Policies:The management of Zaheen Spinning Limited con�rms that the appropriate accounting policies have been consistently applied in preparation of the �nancial statements and that the accounting estimates are based on reasonable and prudent judgment.

Following of IAS or IFRS in preparation of Financial Statements:The management con�rms that the International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in Bangladesh have been followed in preparation of the �nancial statements and any departure there-from has been adequately disclosed.

Internal Control System:The management con�rms that internal control system of Zaheen Spinning Limited is sound in design and has been e�ectively implemented and monitored.

A statement that minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly and have e�ective means of redress:Not applicable for Zaheen Spinning Ltd.

Company’s ability to continue as a going concern:The management con�rms that there is no signi�cant doubt upon the issuer company’s ability to continue as a going concern.

Signi�cant deviation from last years operating result:No signi�cant deviation occurs from the last year operational result.

Name of Directors

Mrs. Farida Khanam Chairperson 650,000 700,000 Mr. A.M Badruzzaman Khashroo Managing Director 650,000 700,000 Mr. Mahmuddur Rahman Director 2,600,000 2,800,000 Mrs. Nusrat Jahan Director 195,000 210,000 Dr. Md. Abbas Ali Khan Independent Director - - Total 4,095,000 4,410,000

July 16 to June 17Transacted Amount

July 17 to June 18Designation

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A statement of key operating and �nancial data of preceding 5 (Five) years is given below :

“Figure in thousand Taka (000)”

Statement of Comprehensive Income “Figure in thousand Taka (000)”

Particulars

Paid-up Capital 985,527 856,980 745,200 528,000 528,000Reserve, Surplus & Others 335,207 348,801 341,331 157,271 78,630Shareholders Equity 1,320,734 1,205,781 1,086,531 685,271 606,630Net Assets 1,320,734 1,205,781 1,086,531 743,457 681,457Turnover 857,617 869,045 1,328,276 725,565 455,707Gross Pro�t 176,377 190,540 231,927 112,390 72,192Pro�t before Tax 135,390 140,487 176,784 88,550 37,966Pro�t after Tax 114,953 119,249 147,066 72,000 29,444Number of Shares 98,553 85,698 74,520 52,800 52,800Number of Shareholders 5380 4210 4839 95 95Earning per Share-EPS 1.17 1.21 1.49 0.73 0.30Dividend per Share-DPS 0.10 0.15 0.15 0.15 -

30.06.2018 30.06.2017 30.06.2016(18 months)

31.12.2014 31.12.2013

Particulars

Turnover 857,617 869,045 1,328,276 725,565 455,707Less: Cost of Goods Sold 681,240 678,505 1,096,349 613,175 383,515Gross Pro�t 176,377 190,540 231,927 112,390 72,192Less : Administrative Expenses 23,793 29,593 50,762 16,086 16,454 Marketing Expenses 4,844 4,481 4,900 3,164 952 Financial Expenses 6,862 10,601 17,749 13,878 21,740 35,499 44,675 73,411 33,128 39,146Operating Pro�t 140,878 145,865 158,516 79,262 33,046Add : Non-Operating Income 1,281 1,646 27,106 13,715 4,920 142,159 147,511 185,622 92,977 37,966Less : Workers Pro�t Participation Fund 6,769 7,024 8,839 4,427 -Net Pro�t before Tax 135,390 140,487 176,783 88,550 37,966Less : Tax Holiday Reserve - 774 6,641 5,669 Provision for Tax 13,928 18,932 28,944 9,909 2,853Net Pro�t after Tax 121,462 121,555 147,065 72,000 29,444Less: Cash Dividend - - - - - 121,462 121,555 147,065 72,000 29,444Add: Balance as per last account 180,336 172,866 126,506 54,506 25,062 301,798 294,421 273,571 126,506 54,506Less: Bonus Share 128,547 111,780 97,200 - - 173,251 182,641 176,371 126,506 54,506Less: Deferred Tax Liability 6,509 2,305 3,505 - -Balance Transferred to Balance Sheet 166,742 180,336 172,866 126,506 54,506

30.06.2018 30.06.2017 30.06.2016(18 months)

31.12.2014 31.12.2013

11 Annual Report

Dividend:Board of Directors of the company recommended 10% stock Dividend for the �nancial year ended of 30th June 2018 in its meeting held on 27th October 2018 for the shareholders whose name appear in Members’/Depositors Register on the Record Date on 27th November 2018 subject to approval of the shareholders in the ensuing 11th Annual General Meeting scheduled to be held on 26th December 2018.

Board’s statement to the e�ect that no bonus share or stock dividend has been or shall be declared as interim dividend:The company has not declared any bonus share or stock dividend as interim dividend.

Board Meeting:During the year ended on June 30, 2018, 11 (Seven)) Board Meeting was held & the attendance record of the Directors was as follows:

N.B.: Mr. A.M. Badruzzaman Khashroo died on July 11, 2018. New director shall be appointed after having succession certi�cate from honorable court of Joint District Judge.

A report on the pattern of shareholding disclosing the aggregate number of shares (along with name-wise details where stated below) held by is given below:-

SL # Name Position AttendanceMeeting Held

1. Mrs. Farida Khanom Director – HRD 11 112. Mr. A.M. Badruzzaman Khashroo Managing Director 11 103. Mr. Mahmudur Rahman Director–Production & Marketing 11 114. Mrs. Nusrat Jahan Director-Planning 11 115. Mr. Md. Abbas Ali Khan Independent Director 11 10

SL #

(a) Parent or Subsidiary or Associated Companies and other related parties (name wise details) Nil Nil Nil(b) Directors, Chief Executive O�cer, Company secretary, Chief Financial O�cer, Head of Internal Audit and Compliance and their spouses and minor children (name wise details)1. Mrs. Farida Khanam Chairman 5,658,000 5.74%2. A.M. Badruzzaman Khashroo Managing Director 13,432,000 13.63%3. Mahmudur Rahman Director 8,280,000 8.40%4. Mrs. Nusrat Jahan Director 3,283,106 3.33%5. Md. Abbas Ali Khan, Ph.D. Independent Director Nil Nil6. Md. Mohin Uddin Company Secretary Nil Nil7. Md. Faruq Hossian Chief Financial O�cer Nil Nil8. Md. Tanjim Hossain HIAC Nil Nil Sub-Total 30,653,106 31.10% Institution & General Public 67,899,594 68.90% Total 98,552,700 100%(c) Executives (Top 5 salaried employees):9. Tamal Kusum Barua General Manager Nil Nil10. Monotosh Datta Manager Nil Nil11. Md. Razib Mahmud Electrical Engineer Nil Nil12. Md. Sha�kul Islam Suyel AM Nil Nil13. Md. Bayazid Hossain Maintenance Engineer Nil Nil(d) Shareholders holding ten percent(10%) or more voting interest in the company A.M. Badruzzaman Khashroo Managing Director 13,432,000 13.63%

Name Description %Number of

share ason 30.06.2018

12 Annual Report

Appointment or reappointment of Directors:With regard to the appointment , retirement and reappointment of directors, the company is governed by its Articles of Association, the Companies Act, 1994 and other related legislations. Accordingly, the following Direcotrs of the Board will retire at the Annual General Meeting.

Mr. Mahmudur Rahman, DirectorMr. Mahmudur Rahman is an MBA graduate and Sponsor Director of the company having more than 10 years of experience in textile sectors. He is the General Secretary of Bangladesh-Greece Chamber of Commerce & Industry. He is currently engaged in di�erent sectors, in his attempt to both contribute to the growth and development of the company as well as increase his knowledge of understanding about other industries. He is eligible for reappointment. Mrs. Nusrat Jahan, DirectorMrs. Nusrat Jahan is graduated in Computer Science and Engineering. She joined the company in 2012. In order to gain more practical experience in the �led of textile sector, she has worked in various capacities In the company. Her constant research and development of modern means of taking the company forward, acts as a driving force for the company. She is also eligible for reappointment.

The Management Discussion and Analysis signed by CEO/MD presenting detailed analysis of the company’s position and operation is attached in an Annexure-01

Declaration or certi�cate by the CEO and the CFO to the Board as required under condition No. 3(3) has been disclosed as per Annexure-A.

The report as well as certi�cate regarding compliance of conditions of these Code as required under condition No. 9 has been disclosed as per Annexure-B and Annexure-C.

On behalf of the Board of Directors.

Mahmudur RahmanManaging Director

13 Annual Report

Management’s Discussion and Analysis of the company’s position and operations along with a brief discussion of chages in the �nancial statements as per condition no 5(xxv) of Corporate Governance Code dated June 3, 2018.

The company has prepared and presented its �nancial statements as per IAS adopted by the Institute of Chartered Account-ants of Bangladesh (ICAB). The following BASs are applicable for the �nancial statements for the period under review:

IAS-01 Presentation of Financial Statements

IAS-02 Inventories

IAS-07 Statement of Cash Flows

IAS-08 Accounting Policies, Changes in Accounting Estimates and Errors

IAS-10 Events after the Reporting Period

IAS-12 Income Taxes

IAS-16 Property, Plant and Equipment

IAS-17 Leases

IAS-19 Employee Bene�ts

IAS-21 The E�ects of Changes in Foreign Exchange Rates

IAS-23 Borrowing Costs

IAS-24 Related Party Disclosures

IAS-32 Financial Instruments: Presentation

IAS-33 Earning Per Share

IAS-36 Impairment of Assets

IAS-37 Provision, Contingent Liabilities and Contingent Assets

IAS-39 Financial Instruments: Recognition and Measurement

There is no changes in accounting policies and estimation during the preparation of �nancial statement for the year ended June 30, 2018.

Comparative analysis of �nancial performance or results and �nancial position as well as cash �ows for current �nancial year with immediate preceding �ve years explaining reasons are as follows:

(In Thousand)

Particulars

Turnover 857,617 869,045 1,328,276 725,565 455,707Gross Pro�t 176,377 190,540 231,927 112,390 72,192Pro�t before Tax 135,390 140,487 176,784 88,550 37,966Pro�t after Tax 114,953 119,249 147,066 72,000 29,444Shareholders Equity 1,320,734 1,205,781 1,086,531 685,271 606,630Total Assets 1,471,163 1,354,193 1,208,535 782,075 706,221Total Current Assets 693,684 600,735 478,771 439,205 345,187Total Current Liabilities 123,037 133,048 95,588 38,618 24,764Current Ratio 5.64 4.52 5.01 11.37 13.94Net Assets Value 13.40 14.07 14.58 12.98 11.49Earning per Share-EPS 1.17 1.21 1.49 0.73 0.30NOCFPS 0.64 0.75 1.91 (1.00) 0.81

30.06.2018 30.06.2017 30.06.2016(18 months)

31.12.2014 31.12.2013

Annexure-01

14 Annual Report

Compare such �nancial performance or results and �nancial positions as well as cash �ows with the peer industry scenario:

(In Thousand)

Bangladesh’s economy has grown by approximately 6 percent annualy for two decades despite prolonged political instabilty, poor infrastructure, insu�cient power supplies and slow implementation of economic reforms. Despite some streamlining of business regulations, entreprenurial activity is also hampered by an uncertain regulatory environment and the absence of e�ective institutinal support for private-sector development. The top income tax rate is 25 percent, and the top corporate rate tax is 45 percent. Other Taxes include a value added tax. The overall tax burden equals 8.8 percent of total domestic income. Over the past three yaers, government spending has amounted to 13.9 percent of total output(GDP), and budget de�cits have averaged 3.4 percent of GDP. Public debt is equivalent to 33.1 percent of GDP.

Risks and concerns including internal and external risk factors, threat to sustainability and negative impact on environment is stated below:

The company was setup with all brand new imported machineries. However, management is very much aware about such technology related risks and continuously keeping the company technologycally updated. The machineries of the company are in very good working condition.

The manufacturing operation depends on gas from “Titas Gas Transmission & Distribution Company Ltd.” However, the management is very much aware about the risk of scarcity of Gas for Keeping production smoothly. For this, the management also setup 33/11/0.415KV, 4MVA Electric substation. This enables the company to continue production in case of emergency and non-committal supply lapses.

The management of Zaheen Spinning Limited has planned to add another unit with revised rights issue fund subject to approval by the shareholders in EGM and the regulatory authorites.


Particulars

Revenue 857,617 4,074,751 2,540,411 3,001,196 1,076,791Gross Pro�t 176,377 707,660 284,629 447,346 156,148Operating Expenses 28,637 158,681 100,060 189,789 28,964Financial Expenses 6,862 412,662 39,925 56,569 82,192Net Pro�t before tax 135,390 132,632 138,552 320,899 57,950Net Pfo�t After Tax 114,953 74,289 117,686 261,333 43,700Net Pro�t in% 13.40 1.82 4.63 8.71 4.06Earning Per Share (EPS) 1.17 0.33 0.61 2.68 0.29

ZaheenSpinning Ltd.June 30, 2018

MaksonsSpinningMills Ktd.

June 30, 2017

MalekSpinningMills Ktd.

June 30, 2017

MatinSpinningMills Ktd.

June 30, 2017

DeltaSpinnersLimited

June 30, 2017

15 Annual Report

Annexure-A[As per condition No. 1(5)(xxvi)]

Zaheen Spinning Limited

Declaration by CEO and CFO

October 25, 2018

The Board of DirectorsZaheen Spinning Limited,House # 59/A, Road # 12/A,5th & 6th Floor, Dhanmondi,Dhaka-1209.

Subject: Declaration on Financial Statements for the year ended on June 30, 2018.

Dear Sirs,Pursuant to the condition No. 1(5)(xxvi) imposed vide the Commission’s Noti�cation No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby declare that:

(1) The Financial Statements of Zaheen Spinning Limited for the year ended on June 30, 2018 have been prepared in compliancewith International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in the Bangladesh and any departure there from has been adequately disclosed;

(2) The estimates and judgments related to the �nancial statements were made on a prudent and reasonable basis, in order for the �nancial statements to reveal a true and fair view;

(3) The form and substance of transactions and the Company’s state of a�airs have been reasonably and fairly presented in its �nancial statements;

(4) To ensure above, the Company has taken proper and adequate care in installing a system of internal control and maintenanceof accounting records;

(5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed; and

(6) The management’s use of the going concern basis of accounting in preparing the �nancial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast signi�cant doubt on the Company’s ability to continue as a going concern.

In this regard, we also certify that:-

(i) We have reviewed the �nancial statements for the year ended June 30, 2018 and that to the best of our knowledge and belief: a) these statements do not contain any materially untrue statements or omit any material fact or contain statements that might be misleading; b) these statements together present a true and fair view of the Company’s a�airs and are in compliance with existing accounting standards and applicable laws.

(ii) There are, to the best of knowledge and belief, no transaction entered into by the Company during the year which are fraudulent,illegal or violation of the Company’s code of conduct for the company’s Board of Directors or its members.

Mahmudur Rahman Managing Director & CEO

Md. Faruq HossianChief Financial O�cer

16 Annual Report

Annexure-B[As per condition No. 1(5)(xxvii)]

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25 Annual Report

Composition of the Audit Committee The Board constituted an Audit Committee as a sub-committee of the Board in the year 2015.Composition of Audit Committee is as follows:

Dr. Md. Abbas Ali Khan, Independent Director - ChairmanMahmudur Rahman, Director - MemberNusrat Jahan, Director - Member

The Company Secretary acts as the Secretary of the Audit Committee.

Terms of Reference (TOR) of the Audit Committee• The Board defined Terms of Reference (TOR) for the Audit Committee. Activities of the Committee are performed as per the said TOR.

• The Committee submits its report directly to the Board of Directors.

Meeting of the Audit Committee• The Committee had its four (04) meeting during the year. Attendance of the Members was as follows

• Minutes of the Committee are properly recorded.

ActivitiesIn order to discharge the duties and responsibilities of the Audit Committee, the Committee-

• Reviewed the financial statements of the first quarter, half year, third quarter and the year ended 30 June 2018 and subsequently recommended to the board for consideration and approval.• Reviewed the the work of the Internal Audit & Compliance Department and made suggestions for improvement.• Recognized the observations of the Internal Audit & Compliance Department regarding internal control and suggestions made to improve operational systems and procedures and their implementation.• Reviewed the integrity of the financial statements of the company to ensure that these reflect a true and fair view of the Company’s state of a�airs for the year ended 30 June 2018.• Ensure, while reviewing the financial statements, that proper disclosure required under International Accounting Standards as adopted in Bangladesh have been made and also complied with the Companies Act and various other rules and regulations applicable to textile industries.• Discussed with the statutory auditors about the nature and scope of audit as well as had post audit discussions to address areas of concern;• Approved the internal audit plan and gave direction to the Internal Auditor where appropriate for carrying out in depth audit to ensure that the company or its assets are not exposed to undue risk;• Reviewed the management report submitted by the statutory auditors and suggested corrective measures and fixed time frame for their implementation; and • Reviewed the Internal Control System and Financial Statements.

Reporting• Pursuant to Condition # 5.6 of the Corporate Governance Code issued by BSEC, the Committee reports that it did not find any conflict of interest or any fraud, irregularity, material defect in the Internal Audit and Compliance process. There are no infringement of laws, rules and regulations also.• The committee is of the view that risk management associated with the business of the Company is adequately controlled.

On behalf of the Audit Committee

Dr. Md. Abbas Ali KhanChairperson Audit Committee Date: October 25, 2018

AUDIT COMMITTEE REPORTFor the year ended June 30, 2018

Name No. of Meetings AttendedNo. of Meeting Held

Dr. Md. Abbas Ali Khan 4 4Mahmudur Rahman 4 4Nusrat Jahan 4 4

26 Annual Report

INDEPENDENT AUDITOR’S REPORTTo the Shareholders of

Zaheen Spinning Limited

Report on the Financial StatementsWe have audited the accompanying �nancial statements of Zaheen Spinning Limited (the company), which comprises theStatement of Financial Position as at 30 June 2018 and Statement of Pro�t or Loss and other Comprehensive Income, Statementof Changes in Equity and Statement of Cash Flows for the year then ended and a summary of signi�cant accounting policiesand other explanatory information thereon.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these �nancial statements in accordance with InternationalFinancial Reporting Standards (IFRSs) and for such internal control as management determines is necessary to enable thepreparation of �nancial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility Our responsibility is to express an opinion on these �nancial statements based on our audit. We conducted our audit in accordancewith International Standards on Auditing (ISA). Those standards require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance whether the �nancial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the �nancial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the �nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the �nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the e�ectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the �nancial statements. We believe that the audit evidence we have obtained is su�cient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the �nancial statements give a true and fair view of the �nancial position of Zaheen Spinning Limited as at 30 June 2018 and of its �nancial performance and its cash �ows for the year then ended in accordance with International Financial Reporting Standards (IFRSs).

Report on Other Legal and Regulatory RequirementsIn accordance with the Companies Act 1994 and The Securities and Exchange Rules 1987, 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 veri�cation 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, Statement of Pro�t or Loss and other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows dealt with the report are in agreement with the books of account; and

(d) the expenditure incurred was for the purpose of the company’s business.

Date: 27 October 2018 AHMAD & AKHTARPlace: Dhaka Chartered Accountants

27 Annual Report

ZAHEEN SPINNING LIMITEDStatement of Financial Position

As at 30 June 2018

Notes 30 Jun 2018 30 Jun 2017 Taka Taka Assets Non-Current Assets 777,479,153 753,457,718 Property, Plant and Equipment 4.00 660,250,611 548,070,684 Work in Progress Annex-A/1 117,228,542 205,387,034

Current Assets 693,684,210 600,734,959 Inventories 5.00 287,024,355 273,038,889 Trade & Other Receivables 6.00 347,356,167 297,721,545 Advances, Deposits & Prepayments 7.00 52,644,967 26,562,934 Cash & Cash Equivalents 8.00 6,658,721 3,411,591 Investment 9.00 - -

Total Assets 1,471,163,363 1,354,192,677

Shareholders Equity and Liabilities Shareholders Equity 1,320,733,864 1,205,780,611 Share Capital 10.00 985,527,000 856,980,000 Tax Holiday Reserve 12.00 31,538,864 31,538,864 Revaluation Surplus 13.00 136,926,183 136,926,183 Retained Earnings 14.00 166,741,817 180,335,565

Non-Current Liabilities 27,392,054 15,363,902 Deferred Tax Liability 11.00 15,911,168 9,402,593 Long Term Loan (Non-Current Portion) 20.01 11,480,886 5,961,309

Current Liabilities 123,037,445 133,048,164 Trade & Other Payable 15.00 7,087,510 21,659,918 Short Term Bank Loan 16.00 19,316,284 18,179,000 Long Term Loan (Current Portion) 20.02 18,163,908 26,253,810 Liabilities for Income Tax 17.00 58,213,073 44,285,107 Liabilities for WPPF 18.00 6,769,490 7,024,343 Liabilities for Expenses 19.00 13,487,181 15,645,986

Total Shareholders Equity and Liabilities 1,471,163,363 1,354,192,677

Net Asset Value (NAV) Per Share 21.00 13.40 14.07

The accompanying notes form an integral part of these �nancial statements.

Mrs. Farida Khanam Mahmudur Rahman Nusrat Jahan Chairman Managing Director Director

Md. Faruq Hossian Md. Mohin Uddin Chief Financial O�cer Company Secretary

Signed as per our annexed report on even date

Dated: 27 October 2018 AHMAD & AKHTAR Place: Dhaka Chartered Accountants

28 Annual Report





ZAHEEN SPINNING LIMITEDStatement of Pro�t or Loss and Other Comprehensive Income

For the year ended 30 June 2018

Particulars Notes 30 June 2018 30 June 2017

Taka Taka

Sales Revenue (Net o� VAT) 22.00 857,617,439 869,044,896 Less: Cost of Goods Sold 23.00 681,240,005 678,505,379 Gross Pro�t/ (Loss) 176,377,434 190,539,517 Add: Other Income 26.00 1,280,717 1,646,276 177,658,151 192,185,793

Less: Operating Expenses 28,637,161 34,073,831 Administrative Expenses 24.00 23,793,071 29,593,176 Marketing Expenses 25.00 4,844,090 4,480,655

Pro�t from Operations 149,020,990 158,111,962 Less: Financial Expenses 27.00 6,861,708 10,600,758 Pro�t/ (Loss) before Charging WPPF 142,159,282 147,511,204 Less: WPPF Expenses 18.00 6,769,490 7,024,343 Pro�t/ (Loss) before Income Tax 135,389,792 140,486,861 Less: Tax Expenses 20,436,541 21,237,657 Current Tax 17.00 13,927,966 18,932,240 Deferred Tax 11.00 6,508,575 2,305,416 Net Pro�t/ (Loss) after Tax 114,953,252 119,249,204 Add: Other Comprehensive Income - - Total Comprehensive Income 114,953,252 119,249,204

Earnings Per Share (EPS) 28.00 1.17 1.21

29 Annual Report





ZAHEEN SPINNING LIMITEDStatement of Changes in Equity


Particulars Share Tax Holiday Revaluation Retained Total Equity Capital Reserve Surplus Earnings Balance as on July 01, 2017 856,980,000 31,538,864 136,926,183 180,335,565 1,205,780,611 Bonus Share 15% 128,547,000 - - (128,547,000) - Net Pro�t after Tax for the period - - - 114,953,252 114,953,252 Balance as on June 30, 2018 985,527,000 31,538,864 136,926,183 166,741,817 1,320,733,863


Particulars

Share Tax Holiday Revaluation Retained Total Equity

Capital Reserve Surplus Earnings Balance as on July 01, 2016 745,200,000 31,538,864 136,926,183 172,866,361 1,086,531,408 Bonus Share 111,780,000 - - (111,780,000) - Net pro�t after Tax for the period - - - 119,249,204 119,249,204 Balance as on June 30, 2017 856,980,000 31,538,864 136,926,183 180,335,565 1,205,780,611

30 Annual Report

ZAHEEN SPINNING LIMITEDStatement of Cash Flows


Particulars Notes 30 June 2018 30 June 2017 Taka Taka A. Cash Flows from Operating Activities Collection from Customers & Others 29.00 809,263,534 770,205,217 Payment to Suppliers & Others 30.00 (678,327,456) (650,366,940) Tax Paid (1,095,476) (2,105,056) Cash Generated from Operating Activities 129,840,601 117,733,221

Cash payment for Expenses 31.00 (34,707,850) (32,215,707) Payment against Advance, Deposits & Prepayments (24,986,557) (11,004,168) Finance Cost 32.00 (6,861,708) (10,600,758) Net Cash Flows from Operating Activities 63,284,486 63,912,587

B. Cash Flows from Investing Activities Acquisition of Fixed Assets (21,362,809) (1,319,490) Work in Progress (37,241,508) (48,781,839) Net Cash Flows from Investing Activities (58,604,317) (50,101,329)

C. Cash Flows from Financing Activities Receive/(Payment) in short term bank loan 1,137,284 (58,321) Receive/(Payment) of long term loan (2,570,325) (11,690,601) Net Cash Flows from Financing Activities (1,433,041) (11,748,921)

D. Net Cash in�ow/(out�ow) for the year (A+B+C) 3,247,129 2,062,338 E. Cash & Cash Equivalent at beginning of the period 3,411,591 1,349,253 F. Cash & Cash Equivalent at end of the year (D+E) 6,658,721 3,411,591

Net Operating Cash Flows (NOCF) Per Share 0.64 0.75





31 Annual Report

Zaheen Spinning LimitedNotes, Summary of Signi�cant Accounting Policies and other Explanatory Information


1.00 Background of the Company

1.01 Legal Status Zaheen Spinning Limited was incorporated on July 22, 2007 as private limited companies under the Companies Act 1994 vide registration no. C–67789(340)/07. The company started its commercial operation on February 15, 2010. On August 14, 2012 it was converted into a public limited company. Bangladesh Securities and Exchange Commission (BSEC) has accorded consent for IPO on November 11, 2014 and on March 25, 2015 trading of shares of Zaheen Spinning Limited started on both the bourses namely Dhaka Stock Exchange Limited (DSE) and Chittagong Stock Exchange Limited (CSE).

1.02 Registered o�ce & location of the factory of the company The registered o�ce of the company is located at House-9, Road-10, Flat-A/1, Dhanmondi, Dhaka-1205 and Factory is situated at Jhawgara, Araihazar, and Narayanganj, Bangladesh.

1.03 Nature of business activities The company is a 100% cotton yarn manufacturer of di�erent counts.

1.04 Capital Structure of the Company

Particulars Taka Authorized Capital 300,000,000 Ordinary Shares of Tk. 10.00 each 3,000,000,000 100,000,000 Preference Shares of Tk. 10.00 each 1,000,000,000

Issued, subscribed, called-up and paid-up capital 98,552,700 Ordinary Shares of Tk. 10.00 each 985,527,000

1.05 Board of Directors

The composition of the Board of Directors is as follows:

Name Position Mrs. Farida Khanam Chairman Mr. A.M Badruzzaman Khashroo (Deceased) - Mr. Mahmudur Rahman Managing Director Mrs. Nusrat Jahan Director Mr. Md. Abbas Ali Khan Independent Director

Note: New director shall be appointed after having succession certi�cate from honorable court of joint district judge.

2.00 Basis of Preparation of Financial Statements

2.01 Measurement bases and going concern The �nancial statement have been prepared on historical cost convention under mercantile system, accounting for all accruals and pre-payments, on the assumption that the company will function as a going concern in the foreseeable future.

2.02 Reporting framework and compliance thereof: The �nancial statement have been prepared in compliance with the requirements of the Companies Act 1994, the Securities and Exchange Rules 1987, the listing regulation of Dhaka and Chittagong Stock Exchanges Limited and other relevant local laws as applicable, and in accordance with the applicable International Financial Reporting Standards (IFRSs) including with International Accounting Standards (IASs) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB.

2.03 Presentation of �nancial statements The presentation of these �nancial statements is in accordance with the guidelines provided by BAS: 1 ‘Presentation of Financial Statements’.

(i) statement of �nancial position as at 30 June 2018; (ii) statement of pro�t or loss and other comprehensive income for the year ended 01 July 2017 to 30 June 2018;

32 Annual Report

(iii) statement of changes in equity for the year ended 01 July 2017 to 30 June 2018; (iv) statement of cash �ows for the year ended 01 July 2017 to 30 June 2018; and (v) notes, summary of signi�cant accounting policies and other explanatory information for the year ended 01 July 2017 to 30 June 2018.

2.04 Risk and Uncertainties for use of Estimates in preparation of �nancial statements. The preparation of �nancial statements requires management to make judgments, estimates and assumptions that a�ect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and disclosure requirements for contingent assets and liabilities during and at the date of �nancial statements. Actual results may di�er from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions of accounting estimates are recognized in the period in which the estimate is revised and in any future periods a�ected as required by IAS-8: Accounting Policies, Changes in Accounting Estimates and Errors.

In particular, information about signi�cant areas of estimation on uncertainty and critical judgments in applying accounting policies that have the most signi�cant a�ect on the amounts recognized in the �nancial statements are included in the following notes:

Note: 4 Properties, Plant and Equipment Note: 5 Inventories Note: 6 Trade & Other Receivables Note: 7 Advances, Deposits and Pre-payments Note: 15 Trades & Other Payable Note: 17 Liabilities for Income Tax

2.05 Reporting period The �nancial statements cover 1 (One) year from 01 July 2017 to 30 June 2018.

2.06 Authorization for issue The �nancial statements were authorized for issue by the Board of Directors of the company on 27 October 2018.

2.07 Functional and presentation currency The �nancial statements are prepared and presented in Bangladesh currency (Taka), which is the company's functional currency. All �nancial information presented has been rounded o� to the nearest taka except where indicated otherwise.

2.08 Statement of Cash Flows The statement of cash �ows has been prepared in accordance with the requirements of IAS-7: ‘Statement of Cash Flows’. The cash generating from operating activities has been reported using the direct method as prescribed by the Securities and Exchange Rules-1987 and as the benchmark treatment of IAS-7, whereby major classes of gross cash receipts and gross cash payments from operating activities are disclosed.

2.09 IAS and IFRS Adopted by the Management The following IAS and IFRS are applicable and adopted by management for preparation of �nancial statements for the year ended 30 June 2018;

Sl. IAS’s No.

Name of the IAS I No.

Status

1 Presentation of Financial Statements 1 Applied 2 Inventories 2 Applied 3 Statement of Cash Flows 7 Applied 4 Accounting Policies, Changes in Accounting Estimates and Errors 8 Applied 5 Events after the Reporting Period 10 Applied 6 Income Taxes 12 Applied 7 Property, Plant and Equipment 16 Applied 8 Leases 17 N/A 9 Employees Bene�ts 19 Applied 10 Accounting for Government Grants & Disclosure of Government Assistance 20 N/A 11 The E�ects of Changes in Foreign Exchange Rates 21 Applied 12 Borrowing Costs 23 Applied 13 Related Party Disclosures 24 Applied 14 Accounting and Reporting by Retirement Bene�t Plans 26 N/A 15 Separate Financial Statements 27 N/A

33 Annual Report

Sl. IAS’s No.

Name of the BAS I No.

Status

16 Investment in Associates and Joint Ventures 28 N/A 17 Financial Reporting in Hyperin�ationary Economics 29 N/A 18 Financial Instruments: Presentation 32 Applied 19 Earnings Per Share 33 Applied 20 Interim Financial Reporting 34 N/A 21 Impairment of Assets 36 Applied 22 Provision, Contingent Liabilities and Contingent Assets 37 Applied 23 Intangible Assets 38 N/A 24 Financial Instruments: Recognition &Measurement 39 Applied 25 Investment Property 40 N/A 26 Agriculture 41 N/A

SL. IFRS No.

Name of the BFRS/IFRS No.

Status

1 First-time Adoption of Bangladesh Financial Reporting Standards 1 N/A 2 Share based payment 2 N/A 3 Business Combinations 3 N/A 4 Insurance Contracts 4 N/A 5 Non-Current Assets held for sale and discontinued operations 5 N/A 6 Exploration for and evaluation of mineral resources 6 N/A 7 Financial Instruments: Disclosures 7 Applied 8 Operating Segments 8 N/A 9 Financial Instruments 9 N/A 10 Consolidated Financial Statements 10 N/A 11 Joint Arrangements 11 N/A 12 Disclosure of Interests in Other Entities 12 N/A 13 Fair Value Measurement 13 Applied 14 Regulatory Deferral Accounts 14 N/A 15 Revenue from Contracts with Customers 15 Applied 16 Leases 16 N/A 17 Insurance Contracts 17 N/A

3.00 Signi�cant Accounting Policies

3.01 Principal Accounting Policies The accounting policies and methods of computation used in preparation of the �nancial statements for the year ended 30 June 2018 are consistent with those adopted in the �nancial statements for the period ended 30 June 2017.

3.02 Revenue Recognition In compliance with the requirements of IFRS 15: ' Revenue from Contracts with Customers ', revenue represents the Sales proceeds of �nished goods which are recognized when delivery were made from factory go-down to carriers, that is, when the signi�cant risk and rewards of ownership have been transferred to the buyer, recovery of the considerationis probable, the associated costs and possible return of goods can be estimated reliably and there is no continuing management involvement with the goods.

3.03 Property, Plant and Equipment

3.03.1 Recognition and Measurement Property, Plant and Equipment are capitalized at cost of acquisition and subsequently stated at cost or valuation less accumulated depreciation in compliance with the requirements of IAS 16: 'Property, Plant and Equipment'. The cost of acquisition of an asset comprises its purchase price and any directly attributable cost of bringing the assets to its working condition for its intended use inclusive of inward freight, duties and non refundable taxes. Capital work-in-progress represents cost of e�uent treatment plant & civil work-in-progress for such plant.

3.03.2 Subsequent Expenditure

34 Annual Report

The company recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred, it is probable that the future economic bene�ts embodied with the item will �ow to the company and the cost of the item can be measured reliably. Expenditure incurred after the assets have been put into operation, such as repairs and maintenance is normally charged o� as revenue expenditure in the period in which it is incurred. In situation where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic bene�t expected to be obtained from the use of the �xed assets, the expenditure is capitalized as an additional cost of the assets. All other costs are recognized to the pro�t and loss account as expenses if incurred. All up-gradation/enhancement are generally charged o� as revenue expenditure unless they bring similar signi�cant additional bene�ts.

3.03.3 Depreciation Depreciation is recognized in statement of pro�t or loss and other comprehensive income on diminishing balance method over the estimated useful lives of �xed assets. Depreciation is charged on addition from the date of the assets when available for use. Depreciation is provided on a diminishing balance method at the rate(s) shown below:

Particulars Rate Land & land development 0% Plant & machinery 10% Building 10% O�ce equipment 15% Furniture & �xture 15% Generator 15% Vehicles 15% Electrical equipment 10%

Depreciation is provided on all �xed assets except land and land development.

3.03.4 Retirement and disposal An asset is derecognized on disposal or when no future economic bene�ts are expected from its use and subsequent disposal. Gain or loss arising from the retirement or disposal of an asset is determined as the di�erence between the net disposal proceeds and the carrying amount of the asset and is recognized as gain or loss from disposal of asset under other income in the statement of comprehensive income. There was no disposal of assets during the year.

3.03.5 Revaluation of Fixed Assets The company revalued its Land & Land Development for the 1st time in the year ended 31 December 2015 by WASO Engineers & Consultants (BD) Ltd. dated on 12 March 2016 and subsequently the auditor (AHMAD & AKHTAR, Chartered Accountant) certi�ed the revaluation report dated on 15 March 2016. Revaluation Surplus have arisen Tk.136,926,183.

3.03.6 Inventories Inventories are valued at the lower of cost or net realizable value with cost determined by weighted average cost basis. The cost of inventories comprises of expenditure incurred (raw materials, work-in process, �nished goods, waste cotton, packing materials, store and spares and stock-in transit) in the normal course of business in bringing the inventories to their present location and condition. Net realizable value is based on estimated selling price less any further costs expected to be incurred to make the sale.

3.03.7 Impairment of Assets In accordance with the provision of IAS - 36, the carrying amount of non-�nancial assets other than inventories of the company involved in the manufacturing of the products. If any such indication exists, then the asset’s recoverable amount is estimated and impairment losses are recognized in the statement of comprehensive income. No such indication of impairment has been observed till the end of the year.

3.04 Borrowing Costs Borrowing costs comprise of interest expense on long and short term loan. The costs are charged to revenue except those are capitalized in accordance with IAS - 23: Borrowing Costs.

3.05 Financial Assets Financial assets of the company include cash and cash equivalents and accounts receivable.

3.06 Trade & Other Receivables Trade receivables are created at original invoice amount less any provision for doubtful debts. Provision is made where there is evidence of a risk of non-payment, taking into account ageing, provision experience and general economic conditions. When an accounts receivable is determined to be uncollectible it is written o�, �rstly against any provision available and then to the statement of comprehensive income.

35 Annual Report

3.07 Advance, Deposits and Prepayment Advance is initially measured at cost. After initial recognition, advances are carried at cost less deductions, adjustments or charges to other account heads.

Deposits are measured at payment value.

Prepayments are initially measured at cost. After initial recognition, prepayments are carried at cost less charges to statement of pro�t or loss comprehensive income.

3.08 Cash and Cash Equivalents Cash and cash equivalents are carried in the statement of �nancial position at cost and include cash in hand and with banks on current deposit and marginal deposits accounts which are held and available for use by the company without any restriction. There is insigni�cant risk of change in value of the same.

3.09 Financial Liability Financial liabilities are recognized initially on the transaction date at which the company becomes a party to the contractual provisions of the liability. The company derecognizes a �nancial liability when its contractual obligations are discharged or cancelled or expire. Financial liabilities include payable for expenses, liability for capital expenditure and other current liabilities.

3.10 Provision A provision is recognized in the statement of �nancial position when the company has a legal or constructive obligation as a result of a past event, it is probable that an out�ow of economic bene�ts will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provision is ordinarily measured at the best estimate of the expenditure required to settle the present obligation.

3.11 Tax holiday The national board of revenue (NBR) had granted tax holiday for a period of 5 (Five) years vide Ref. No. 11(23) Abz-1/2010 dated-27-06-2010 under Income Tax Ordinance 1984 (XXXVI of 1984) section 46A(3). The company is maintaining tax holiday reserve @ 30.00% of Net Pro�t before Tax in the statement of �nancial position.

3.12 Tax holiday reserve This is being created out of tax holiday pro�t to invest in the same undertaking or in any new industrial undertaking or in stocks and shares of listed companies or in government bonds or securities or for other purposes as required by the Income Tax Ordinance 1984.

3.13 Taxation

3.13.1 Current Tax Current tax is the expected tax payable on the taxable income for the period ended, using tax rates enacted or subsequently enacted after the reporting date and any adjustment to tax payable in respect of previous years. Provision for taxation is calculated on the basis of applicable current tax rate and incompliance with Finance Act, 2017.

3.13.2 Deferred tax Deferred tax arises due to temporary di�erence deductible or taxable for the transaction which is recognized in the statement of pro�t or loss and other comprehensive income. A temporary di�erence between the tax base of an asset or liability and its carrying amount/or amount in the Statement of Financial Position. Deferred tax assets or liability is the year income tax recoverable or payable in future period recognized in the current period as per “IAS 12: Income Tax”.

3.14 Earnings per share (EPS) This has been calculated by dividing the earnings attributable to the ordinary shareholders by total number of ordinary shares outstanding during the year. The company calculated earning per share (EPS) in accordance with IAS - 33: 'Earnings Per Share' which has been shown on the face of pro�t and loss account and the computation of EPS is stated in Note no: 28.

3.14.1 Basic Earnings This represents earnings for the year attributable to ordinary shareholders. As there was no preference dividend, minority interest or extra ordinary items, the net pro�t after tax holiday reserve for the period has been considered as fully attributable to the ordinary shareholders.

3.14.2 Diluted Earnings Per Share Diluted EPS is determined by adjusting the pro�t or loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding, for the e�ect of all dilutive potential ordinary shares. However, no dilution of EPS is applicable for these �nancial statements as there were no potential ordinary shares during the relevant period.

36 Annual Report

3.15 Foreign Currencies Transaction Foreign currency transactions are recorded at the applicable rates of exchange ruling at the transaction date in accordance with IAS 21 ‘the E�ects of changes in Foreign Exchange Rates’. Foreign currency transactions translated at the �nancial position date are charged/ credited to the statement of Pro�t or Loss and Other Comprehensive Income whenever arise.

3.16 Workers Pro�t Participation Fund The Board of Directors of the Company in their 32nd meeting has decided to comply with the Labor Law 2006 and introduced workers pro�t participation fund (5% of pro�t before tax). The company has decided to establish a contributory provident fund and gratuity fund and to form a trusty body for operation of provident fund which will be e�ective after due approval of relevant authority.

3.17 Segment Reporting No segment reporting is applicable for the company as required by “IFRS 8: ‘Operating Segments’ as the company operates in a single industry segment and within as geographical segment.

3.18 Events after the Reporting Period In compliance with the requirements of IAS 10: ‘Events after the Reporting Period’, provided additional information about the company's position at the statement of �nancial position date are re�ected in the �nancial statements and events after the statement of �nancial position date that are not adjusting events are disclosed in the notes when material.

3.19 Related Party Disclosures The company carried out a number of transactions with related parties in the normal course of business and on arms’ length basis. The information as required by IAS 24: ‘Related Party Disclosures’ has been disclosed in a separate note (Note no: 38) to the accounts.

3.21 Comparative information and General

i) Comparative �gures have been re-arranged where considered necessary to ensure better comparability with the current period without causing any impact on the pro�t and value of assets and liabilities as reported in the �nancial statements. ii) Figures for the year ended 30th June 2017 have been rearranged wherever considered necessary to ensure comparability with the current period.

37 Annual Report

4.00 Property, Plant and Equipment The details of Fixed Assets and allocation of depreciation has been shown in Annexure-A of the enclosed Financial Statement. The Break up is given below: Name of Assets Cost/Revaluati Accumulated Written Written on Value Depreciation DownValue DownValue Land & Land Development 97,677,095 - 97,677,095 87,538,917 Plant & Machinery 528,986,391 182,352,473 346,633,918 246,349,622 Building 91,423,683 30,431,278 60,992,405 62,206,707 O�ce Equipment 3,420,605 1,817,809 1,602,796 1,849,081 Furniture & Fixture 2,630,476 1,413,010 1,217,466 1,398,787 Generator 2,079,427 1,244,399 835,028 982,386 Vehicles 11,721,300 6,281,598 5,439,702 6,399,649 Electrical Equipment 12,389,310 3,463,293 8,926,017 4,419,352 Revaluation Surpluse of Land & Land Development 136,926,183 - 136,926,183 136,926,183 Total 887,254,470 227,003,859 660,250,611 548,070,684 Since inception, the company revalued its Land & Land Development for the 1st time in the year ended 31 December 2015 by WASO Engineers & Consultants (BD) Ltd. dated on 12 March 2016 and subsequently the auditor (Ahmad & Akhtar Chartered Accountant) certi�ed the revaluation report dated on 15 March 2016. Revaluation Surplus has arisen Tk. 136,926,183

5.00 Inventories Raw Materials 259,867,589 247,297,800 Work-in-Process 2,567,890 2,298,700 Finished Goods 19,578,970 18,348,000 Wastage Goods 2,587,909 1,598,780 Spare Parts 2,421,997 3,495,609 287,024,355 273,038,889

a) Quantity reconciliation of products were done properly. b) The valuation of closing inventory has been made on the basis of lower of cost and net realizable value as per BAS-2. c) The company has conducted a test (physical veri�cation/stock taking) of above inventories as on 30.06.2018.

Details Shown in Annexure-B

6.00 Trade & Other Receivables Opening Balance 297,721,545 197,235,590 Add: Sales during the year 857,617,439 869,044,896 Total 1,155,338,984 1,066,280,486 Less: Realised during the year 807,982,817 768,558,941 Closing Balance 347,356,167 297,721,545

This is considered as fully secured and is considered good & realizable within one year. The classi�cation of receivables as required by the Schedule XI of the Companies Act, 1994 are given below:

Particulars 30 June 2018 30 June 2017 (Taka) (Taka) i. Receivables considered good in respect of which the company is fully secured - - ii. Receivables considered good in respect of which the company holds no security other than the debtor personal security 347,356,167 297,721,545

iii. Receivables considered doubtful or bad - - iv. Receivables due by directors or other o�cers & sta�s - - v. Receivables due from companies under same management - - vi. The maximum amount of receivable due by any director or other o�cerof the company" - -

Total 347,356,167 297,721,545

30 June 2018Taka

30 June 2017Taka

38 Annual Report

Ageing of the above Trade Receivable is given below: Particular 1-3 Months 3-6 Months 6 Months Above Total Total Customers 250,096,440 97,259,727 - 347,356,167 297,721,545 Details Shown in Annexure-C

7.00 Advance, Deposit & Prepayments Advances:

Salary & Others 53,806 60,235 Tax, Vat & Others 3,806,333 5,122,586 Others Advance 2,515,000 2,120,000 Contractor/ Supplier 9,957,450 5,360,197 Sub Total 16,332,589 12,663,018 Deposits:

Margin & Deposit 26,598,000 4,185,538 Security Deposit 9,714,378 9,714,378 Sub Total 36,312,378 13,899,916 Grand Total 52,644,967 26,562,934

There is no amount of loans advances due for payment for a period of more than 12 months from the date of Balance Sheet. There is no aggregate amount due from Directors. All advance and deposit amount considered good and recoverable. There is no agreement with director and o�cers of the company regarding advance or due amount There are no claims against the company, which can be acknowledged as bad debt.

8.00 Cash & Cash Equivalents

a) Cash in Hand 6,171,870 1,765,490

b) Cash at Bank 486,851 1,646,101 MTBL A/C No - 4589 5,255 861,025 MTBL A/C No - 4920 1,939 88,389 MTBL A/C No -01356 230,552 240,910 MTBL A/C No -0086 26,412 26,892 MTBL A/C No -01612 191,780 191,780 MTBL A/C No -9037 6,427 5,803 SBAC A/C No -81390/117 1,442 45,058 Southeast Bank A/C no -0064 542 60,607 BRAC Bank Ltd. A/C No-249001 - 113,418 BRAC Bank Ltd. A/C No-302001 12,807 - UCBL A/C No- 01221110001608 5,055 5,055 UCBL A/C No- 0332101000000026 570 570 Exim Bank Ltd. A/C No-597322 102 447 Al-Arafa Islami Bank Ltd A/C No- 96988 350 - AB Bank Ltd. A/c No-4017-794013-000 3,618 6,148

Total Cash & Cash Equivalents (a+b) 6,658,721 3,411,591

9.00 Investment

Opening Balance - - Add: Investment during the year - 19,500,000 Add: Interest in FDR (Net o� TDS) - 427,770 - 19,927,770 Less: Encashment during the year - 19,927,770 Closing Balance - -

30 June 2018Taka

30 June 2017Taka

39 Annual Report

10.00 Share Capital Authorized Share Capital 4,000,000,000 4,000,000,000 300,000,000 Ordinary Shares of Tk. 10.00 each 3,000,000,000 3,000,000,000 100,000,000 Preferance Shares of Tk. 10.00 each 1,000,000,000 1,000,000,000

Issued, subscribed and paid up capital : 985,527,000 856,980,000 98,552,700 Ordinary Shares of Tk. 10.00 each Shareholding Position No. of Share No. of Share Sponsors & Directors 31.10 % of share holding 30,653,106 26,654,875 Institutions 27.80 % of share holding 26,244,457 21,300,509 General Public 41.10 % of share holding 41,655,137 37,742,616 100% 98,552,700 85,698,000

Distribution schedule of each class of equity security setting out the number of holders and percentage as on June 30, 2018:

Range of Holdings Number of Holders Number of Shares In % Less than 500 shares 1,364 183,347 0.19 500 to 5,000 shares 2,746 4,897,698 4.97 5,001 to 10,000 shares 518 3,946,796 4 10,001 to 20,000 shares 337 4,909,196 4.98 20,001 to 30,000 shares 115 2,841,384 2.88 30,001 to 40,000 shares 68 2,412,098 2.45 40,001 to 50,000 shares 64 2,974,900 3.02 50,001 to 100,000 shares 75 5,542,506 5.63 100,001 to 1,000,000 shares 81 20,610,501 20.91 Over 1,000,000 shares 12 50,234,274 50.97 Total= 5,380 98,552,700 100%

11.00 Deferred Tax Liability Deferred tax liability has been calculated below at the applicable tax rate on the di�erence between the carrying value of property, plant and equipment as per �nancial statements and tax based written down value and �nancial position’s liability method for gratuity obligation.

Opening Balance 9,402,593 7,097,177 Expenses/ (Income) of Deferred Tax during the year 6,508,575 2,305,416 Deferred Tax Liability /(Assets) as on 30 June 2018 15,911,168 9,402,593

Details Shown in Annexure-D

12.00 Tax Holiday Reserve Opening Balances 31,538,864 31,538,864 Add: Provision made during the year - - 31,538,864 31,538,864 Less: Adjustment of tax holiday reserve - - 31,538,864 31,538,864

13.00 Revaluation Surplus Opening Balance 136,926,183 136,926,183 Add: Revaluation Surplus for current year - - 136,926,183 136,926,183

14.00 Retained Earnings Opening Balance 180,335,565 172,866,361 Add: Net Pro�t during the year 114,953,252 119,249,204 Less: 15% bonus shares capitalised (128,547,000) (111,780,000) Closing retained earnings 166,741,817 180,335,565

15.00 Trade & Others Payable Trade Payable 1,101,959 11,889,283 Others Payable 5,985,551 9,770,635 Total 7,087,510 21,659,918

30 June 2018Taka

30 June 2017Taka

40 Annual Report

This represents the amount payable to regular suppliers, packing materials, utilities and others services rendered to the company. All suppliers were paid on a regular basis.

16.00 Short Term Bank Loan (MTBL A/C No - 0398 (Cash Credit) 19,316,284 18,179,000 19,316,284 18,179,000

17.00 Liabilities for Income Tax Opening Balances 44,285,107 25,352,867 Add: Provision for current year 13,927,966 18,932,240 58,213,073 44,285,107 Less: Tax Paid/Adjustment for the year - - Closing balance 58,213,073 44,285,107

Details shown in Annexure-E

18.00 Liabilities for Workers Pro�t Participation Fund (WPPF) Opening Balances 7,024,343 8,839,210 Add: Provision for current year 6,769,490 7,024,343 13,793,833 15,863,553 Less: Current year payment 7,024,343 8,839,210 Closing balance 6,769,490 7,024,343

19.00 Liabilities for Expenses Salary & Allowance 1,255,619 1,064,273 Wages & Salary 2,476,426 1,815,258 Director Remuneration 4,245,000 6,865,000 Director Bonus 725,000 995,000 Overtime 21,307 45,081 Income Tax Payable (Employee) 57,500 55,500 Unauthories leave & others 92,645 39,274 Gas Bill 1,077,525 4,305,934 AIT on Gas Bill 171,439 133,171 Audit Fee 103,500 140,000 Other Expenses (Payable) 30,439 41,369 Electricity & Utility Bill 3,135,781 136,626 O�ce Rent Payable 95,000 - Accommodation Expenses - 9,500 Total 13,487,181 15,645,986

AIT deducted on gas bill payable, which has not yet been paid.

20.00 Long Term Loan

20.01 Long Term Loan (Non-Current Portion):

Name ofBank Type of A/C Branch Account No 30 Jun 2018 30 June 2017 MTBL Term Loan Dilkusha 0012-5161000225 1,421,782 - MTBL Term Loan Dilkusha 0012-5161000252 9,006,870 5,185,363 MTBL Term Loan Dilkusha 0012-5161000314 1,052,234 775,946 Total 11,480,886 5,961,309

20.02 Long Term Loan (Current Portion)

Name ofBank Type of A/C Branch Account No 30 Jun 2018 30 June 2017 MTBL Term Loan Dilkusha 0012-5161000225 2,227,176 3,950,074 MTBL Term Loan Dilkusha 0012-5161000252 14,298,924 20,174,900 MTBL Term Loan Dilkusha 0012-5161000314 1,637,808 2,128,836 Total 18,163,908 26,253,810

30 June 2018Taka

30 June 2017Taka

41 Annual Report

Mode of adjustment Quarterly Installment Security The loan are secured by registered mortgage of 344.59 decimals land owned by company, Factory Building, Hypothecation Import & Local machineries and Master cheque covering the total loan amount.

21.00 Net Asset Value (NAV) Per Share Share capital 985,527,000 856,980,000 Tax Holiday Reserve 31,538,864 31,538,864 Revaluation Surplus 136,926,183 136,926,183 Retained earnings 166,741,817 180,335,565 A. Total shareholders equity 1,320,733,864 1,205,780,611 B. No. of ordinary shares outstanding 98,552,700 85,698,000 Net asset value (NAV) per share (A/B) (including revaluation surplus) 13.40 14.07

Net Asset Value (NAV) Per Share (Excluding revaluation surplus) A. Net asset value (NAV) 1,183,807,681 1,068,854,428 B. No. of ordinary shares outstanding 98,552,700 85,698,000 Net Asset Value (NAV) Per Share (Excluding revaluation surplus) (A/B) 12.01 12.47

22.00 Sales Revenue Gross Sales 858,906,375 870,179,700 Less: Value Added Tax (VAT) 1,288,936 1,134,804 Net Sales 857,617,439 869,044,896

23.00 Cost of Goods Sold Raw material consumed (Note-23.01) 578,309,087 601,312,835 Add: Work-in-process- Opening 2,298,700 3,496,890 580,607,787 604,809,725 Less: Work-in-process-Closing 2,567,890 2,298,700 Material consumed 578,039,897 602,511,025 Add: Factory overhead (Note-23.02) 105,420,207 79,945,736 Cost of goods manufactured 683,460,104 682,456,761 Add: Opening Finished goods 18,348,000 14,341,618 Add: Opening Wastage goods 1,598,780 1,653,780 Cost of goods available for sale 703,406,884 698,452,159 Less: Closing Finished goods 19,578,970 18,348,000 Less: Closing Wastage goods 2,587,909 1,598,780 Cost of goods sold for the period 681,240,005 678,505,379

23.01 Raw Material Consumed Opening stock 247,297,800 245,387,050 Add: Purchase during the year 590,878,876 603,223,585 Raw material available for consumption 838,176,676 848,610,635 Less: Closing stock 259,867,589 247,297,800 Raw material consumed 578,309,087 601,312,835

Details shown in Annexure-B

23.02 Factory Overhead Wages & salary 27,178,466 26,507,594 Over time 531,718 616,006 Gas bill 15,578,299 13,544,634 Packaging expenses 3,435,794 3,809,349 Spare parts consumed 3,302,058 3,101,865 Daily labour 279,450 302,861 Loading & unloading expenses 514,230 485,517 Fire protection 37,000 9,000 Transport & Others 1,397,870 1,441,634 Miscellaneous expenses 1,142,571 777,766

30 June 2018Taka

30 June 2017Taka

42 Annual Report

Electricity, Utility & others bill 16,944,907 1,580,176 Repair & maintenance 1,327,623 1,674,118 Mobil, Oil & Lubricant 1,614,353 1,403,249 Workshop expenses 307,654 322,700 Fax, Phone & Fooding exp. 357,791 280,952 Depreciation (Annexure-A) 31,470,423 24,088,315 105,420,207 79,945,73624.00 Administrative Expenses Salaries and allowances 4,584,517 4,398,632 Directors remuneration 4,095,000 4,410,000 Vehicle fuel & lubricants 220,000 188,070 Vehicle maintenance 306,500 208,500 Stationery & printing 221,334 198,706 Medical expenses 350,000 325,700 Meeting exp. & others 576,633 405,165 Insurance 64,327 120,951 Travelling, tour and conveyance 2,086,328 2,788,103 Fax, telephone & photocopy expenses 130,664 215,607 Electric & others expenses 309,660 248,900 Renewal & others fees 102,434 3,963,677 Consultancy Fees 148,000 990,105 Audit Fees 118,500 255,000 Other Professional Expenses 400,000 1,340,000 O�ce rent 1,140,000 1,140,000 C & F Charge 355,591 1,235,500 O�ce expenses 37,835 59,679 Regulatory & others Expenses 3,977,725 1,938,830 Fooding & Entertainment 50,700 111,576 Electric & Utility bill 261,008 439,408 News paper, books & forms 7,330 8,565 Entertainment 198,762 359,800 Repairs & maintenance 423,750 493,044 Misc. & Others exp. 514,014 1,430,169 Depreciation (Annexure-A) 3,112,459 2,319,489 23,793,071 29,593,176

25.00 Marketing Expenses Business promotional expenses 868,640 734,655 Commission & Others 3,975,450 3,746,000 4,844,090 4,480,655

26.00 Other Income Wastage sales 1,273,611 1,148,920 Interest Income from Bank (Note-26.01) 7,106 497,356 1,280,717 1,646,276

26.01 Interest Income from Bank Interest Income 7,106 497,356 Total Income 7,106 497,356

27.00 Financial Expenses Bank charge & commission 146,749 219,808 Interest on long term loan 4,299,675 6,280,510 Interest on other loan - 1,115,000 Interest on CC hypo 2,415,284 2,985,440 6,861,708 10,600,758

30 June 2018Taka

30 June 2017Taka

43 Annual Report

28.00 Earning Per Share (EPS) Earnings attributable to ordinary shareholders during the period 114,953,252 119,249,204 Weighted average number of shares (Note-28.01) 98,552,700 85,698,000 Earnings Per Share (EPS) 1.17 1.21

EPS Excluding Extra Ordinary Income Earnings attributable to ordinary shareholders during the period 114,953,252 119,249,204 Less: Other income 1,280,717 1,646,276 Earnings excluding extra ordinary income during the period 113,672,535 117,602,928 Weighted average no. of ordinary shares outstanding 98,552,700 85,698,000 EPS excluding extra ordinary income 1.15 1.19

28.01 Weighted Average Number of Shares

Particulars Number of Share Weight average Weight average outstanding no. of Share no. of Share Opening Shares Capital 52,800,000 1 52,800,000 52,800,000 IPO Shares 12,000,000 1 12,000,000 12,000,000 Bonus Shares-2014 (15%) 9,720,000 1 9,720,000 9,720,000 Bonus Shares-2015-16 (15%) 11,178,000 1 11,178,000 11,178,000 Bonus Shares-2016-17 (15%) 12,854,700 1 12,854,700 - Total 98,552,700 98,552,700 85,698,000

29.00 Cash Received from Customers Revenue 857,617,439 869,044,896 Add: Other income 1,280,717 1,646,276 Less: Increase in accounts receivable (49,634,622) (100,485,955) Total Cash in�ows 809,263,534 770,205,217

30.00 Cash paid to Suppliers Cost of goods sold 681,240,005 678,505,379 Add: (increase)/decrease in inventory 13,985,466 6,306,701 Add: (increase)/decrease in accounts payable 14,572,408 (10,356,825) Less: Depreciation (31,470,423) (24,088,315) Total Cash out�ow 678,327,456 650,366,940

31.00 Cash Payment for Expenses Administrative, selling & distribution expenses 23,793,071 29,593,176 Add: Marketing expenses 4,844,090 4,480,655 Add: increase in liabilities for expenses 2,158,805 (8,377,845) Add: WPPF paid for 2014 7,024,343 8,839,210 Less: Depreciation (3,112,459) (2,319,489) 34,707,850 32,215,707

32.00 Finance Cost Bank charge & commission 146,749 219,808 Interest payment on long term loan 4,299,675 6,280,510 Interest payment on short term loan 2,415,284 2,985,440 Interest on loan - 1,115,000 6,861,708 10,600,758

33.00 Employees Position (as on 30 June 2018) Employee Position of Zaheen Spinning Limited as per requirement of schedule XI, Part II, Para 3 of company Act 1994. Salary range (Monthly) Total O�cer & Worker Head O�ice Factory Below 5,500 - - - Above 5,500 611 25 586

30 June 2018Taka

30 June 2017Taka

44 Annual Report

34.00 Bank Guarantee The company have no Bank Guarantee on the reporting date.

35.00 Capital Commitment The company have no Capital Commitment at the reporting date.

36.00 Proposed Dividend The Board of Director of the company in their 70th board meeting held on 27 October 2018 have recommended stock dividend on paid up capital @ 10% for the period from 01 July 2017 to 30 June 2018.

37.00 Cash Flows from Operating Activities (Indirect Method)

Net Pro�t After Tax 114,953,252 119,249,204 Depreciation as Non Cash Expenses 34,582,882 26,407,804 (Increase)/Decrease of Trade & Other Receivables (49,634,622) (100,485,955) (Increase)/Decrease of Inventories (13,985,466) (6,306,701) (Increase)/Decrease of Advance, Deposits & Prepayments (26,082,033) (13,109,224) Increase/(Decrease) of Liabilities for expenses (2,158,805) 8,377,845 Increase/(Decrease) of Trade & Other Payable (14,572,408) 10,356,825 Increase/(Decrease) of Provision for Income Tax 13,927,966 18,932,240 Increase/(Decrease) of Deferred Tax Liability 6,508,575 2,305,417 Increase/(Decrease) of Provision for WPPF (254,853) (1,814,867) Net Cash Flows from Operating Activities 63,284,486 63,912,587

38.00 Related Party Transaction

During the period the Company carried out a number of transactions with related parties in the normal course of business on an arms' length basis. Names of those related parties, nature of those transactions and their total value have been set out in accordance with the provisions of IAS-24: Related Party Disclosures.

Dainik Desh Bortoman Sister Concern 431,000 522,260 91,260 Zaheen Polimer Subsidiary - 45,000 45,000 Zaheen Green Tech Sister Concern - 268,970 268,970 Zaheen Capital Ltd Sister Concern - 3,200 3,200 Mrs. Farida Khanam Chairman 650,000 800,000 1,150,000 Mr. A.M Badruzzaman Khashroo Managing Director 650,000 1,000,000 1,300,000 Mr. Mahmuddur Rahman Director 2,600,000 2,600,000 4,550,000 Dr. Md. Abbas Ali Khan Independent Director - - - Mrs. Nusrat Jahan Director 195,000 570,000 860,000 Total 4,526,000 5,809,430 8,268,430 Board of Directors of Zaheen Spinning Limited till now have not taken any board meeting attendance fees.

During the period from 01-07-2017 to 30-06-2018, there were 11 (Eleven) Board Meetings held. The attendance status of all the meetings is as follows: Name of Directors Designation No. of Meetings Attended

Mrs. Farida Khanam Chairman 11 Mr. A.M Badruzzaman Khashroo Managing Director 10 Mr. Mahmuddur Rahman Director 11 Mrs. Nusrat Jahan Director 11 Dr. Md. Abbas Ali Khan Independent Director 10 Transaction with Key Management Personnel of the entity:

30 June 2018Taka

30 June 2017Taka

Particulars Relationship Transaction

during the year /period

Outstanding ason 30.06.2018

Outstanding ason 30.06.2017

45 Annual Report

(a) Managerial Remuneration paid or payable during the year to the directors, including managing directors, a managing agent or manager. 4,970,000 (b) Expenses reimbursed to Managing Agent Nil (c) Commission or Remuneration payable separately to a managing agent or his associate Nil (d) Commission received or receivable by the managing agent or his associate as selling or buying agent of other concerns in respect of contracts entered into by such concerns with the company. Nil

(e) The money value of the contracts for the sale or purchase of goods and materials or supply of services, entered into by the company with the managing agent or his associate during the �nancial year. Nil (f) Any other perquisite or bene�ts in cash or in kind stating, approximate money value where applicable. Nil (g) Other allowances and commission including guarantee commission Nil (h) Pensions etc. Nil (i) Pensions Nil (ii) Gratuities Nil (iii) Payments from a provident funds, in excess of own subscription and interest thereon Nil (i) Share Based payments Nil

As per IAS- 24 Para 17: An entity shall disclose key management personnel compensation in total and for each of the following bene�ts: (a) Short-term employee bene�ts 4,095,000 (b) Post-employee bene�ts - (c) Other long term bene�ts - (d) Termination bene�ts and - (e) Share- based payment -

As per IAS- 24 Para 18: Disclosure requirements of IAS 24 Para 18 minimum disclosure shall include: a) the amount of transaction 4,526,000 b) the amount of outstanding balance, including commitments 5,809,430 i) their terms & condition, including whether they are secured, and the nature of the consideration to be provided in settlement Remunaration and Advance ii) details of any guarantee given or received Nil c) Provisions for doubtful debts related to the amount of outstanding balance Nil d) the expenses recognized during the period in respect of bad or doubtful debts due from related parties Nil 39.00 VAT, Income Tax, Customs Duty or Other Tax Liability Including Contingent Liabilities which is yet to be paid with reason for non-payment: (i) VAT: There is no VAT liability by the Company as on June 30, 2018.

(ii) Income Tax: Zaheen Spinning Limited enjoyed tax holiday facilities for a period of 5 (�ve) years starting from February 01, 2010 to January 31, 2015; �rst two years 100%, next two years 50% and last one year 25% Tax Holiday as per approval granted by the National Board of Revenue (NBR) vide their letter bw_ bs-11(23) Aby-1/2010 dated 27/06/2010 under section 46A & 46(A) (1A)(I) of Income Tax Ordinance 1984.

The Company's tax assessment position is as under:

Income year Assessment year Remarks 2010 2011-2012 Assessment completed 2011 2012-2013 Assessment completed 2012 2013-2014 Assessment completed 2013 2014-2015 Assessment completed 2014 2015-2016 Assessment completed 2015 2016-2017 Assessment completed 01 January 2016 to 30 June 2016 2016-2017 Assessment not yet completed 2016-2017 2017-2018 Assessment not yet completed

(iii) Custom duty or other Tax and contingent liabilities: There is no custom duty or any other tax & contingent liability by the Company.

30 June 2018Taka

30 June 2017Taka

The companyis enjoyed Tax

holiday.

46 Annual Report

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Adm

inis

trat

ive

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nses

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l 10

0%

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882

47 Annual Report

ZAH

EEN

SPI

NN

ING

LIM

ITED

Sche

dule

of C

apit

al W

ork

in P

rogr

ess

as a

t 30

June

201

8

Ann

exur

e-A

/1

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arti

cula

rs

C

ost

Rate

Dep

reci

atio

n

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alan

ce

No.

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ance

as

at A

ddit

ion

Dur

ing

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nsfe

rred

to

Bal

ance

as

at

%

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alan

ce a

s at

Char

ged

Tot

al C

harg

es

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nce

as a

t

01

.07.

2017

the

year

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ed A

sset

30

.06.

2018

0

1.07

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urin

g th

e ye

ar

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48 Annual Report

ZAH

EEN

SPI

NN

ING

LIM

ITED

Qua

ntit

y-w

ise

brea

k- u

p of

Inve

ntor

yA

s at

30

June

, 201

8

A

nnex

ure-

B

Raw

Mat

eria

ls:

(Am

ount

in T

aka)

It

ems

Nam

e

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ity

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) A

mou

nt

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BS)

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ount

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ity

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) A

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ntit

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ount

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kar-

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ce a

s on

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017

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rodu

ctio

n

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eliv

ered

Bala

nce

as o

n 30

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ity

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) A

mou

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ntit

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ount

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o) Y

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2017

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s on

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49 Annual Report

Wor

k in

Pro

cess

:

It

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ce a

s on

01.

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duct

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on

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as

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50 Annual Report

ZAH

EEN

SPI

NN

ING

LIM

ITED

Sche

dule

of A

ccou

nts

Rece

ivab

leas

at 3

0 Ju

ne 2

018

Ann

exur

e-C

(Am

ount

in T

aka)

SL.

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ame

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e Pa

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ver 3

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ths

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un-1

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than

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rn

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9

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rn

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453

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694

4

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. Bab

ul Te

xtile

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rn

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. Prim

e Pr

int S

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1

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8 9

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un Te

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rn

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m T

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1

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ddin

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t Fas

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rn

12,

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1

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8 6

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than

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onth

s It

ems

51 Annual Report

ZAH

EEN

SPI

NN

ING

LIM

ITED

Def

erre

d Ta

x Ca

lcul

atio

nas

at 3

0 Ju

ne 2

018

Ann

exur

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d ta

x as

sets

/liab

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reco

gniz

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acc

orda

nce

wit

h th

e pr

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of B

AS'

s-12

, is

arri

ved

as fo

llow

s:

(A

mou

nt in

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a)

Part

icul

ars

A

mou

nt in

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T

30

June

201

8

30 Ju

ne 2

017

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ning

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ance

9,4

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93

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ax L

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/(A

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s on

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8

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1,16

8 9

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ase)

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ax L

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6

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rtic

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s

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ount

on

Ta

x Ba

se(T

aka)

T

empo

rary

Bala

nce

Shee

t dat

e (T

aka)

Di�

eren

ces(

Taka

)

At 3

0 Jn

ue 2

018

Pro

pert

y, P

lant

& E

quip

men

t (ex

clud

ing

land

), A

nnex

ure-

A

425

,647

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3

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91

112

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Add

ition

dur

ing

the

perio

d -

-

-

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empo

rary

di�

eren

ce fo

r lea

se A

sset

s -

-

-

L

iabi

lity

to E

mpl

oyee

s (6

,769

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) -

(6

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,490

) N

et te

mpo

rary

di�

eren

ce

418

,877

,843

3

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91

106,

074,

453

App

licab

le T

ax ra

te

15%

Def

erre

d Ta

x Li

abili

ty/(

Ass

et)

15,

911,

168

At 3

0 Ju

ne 2

017

F

ixed

Ass

ets

(At C

ost l

ess

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mul

ated

Dep

reci

atio

n)-E

xclu

ding

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d 3

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6 T

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rary

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r lea

se A

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s -

-

-

L

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to E

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s (7

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) N

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ce

316

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2

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ate

15%

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d Ta

x Li

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ty/(

Ass

et)

9,4

02,5

93

52 Annual Report

ZAHEEN SPINNING LIMITEDIncome Tax Liabilities

As at 30 June 2018

Annexure-E Particulars Amount in BDT 30 June 2018 30 June 2017

Computation of Total Income Accounting Pro�t before other Income and Tax 134,109,075 138,840,584 Add: Other Inadmissible Allowances Accounting Depreciation 34,582,882 26,407,804 WPPF Expenses 6,769,490 7,024,343 Less: Items for Separate Consideration Depreciation as per 3rd Schedule 77,718,529 39,962,379 Payment for WPPF ( Previous) 7,024,343 8,839,210 Total Taxable Income 90,718,576 123,471,143 Rate 15% 15% A. Tax on Total Taxable Income 13,607,786 18,520,671 Other Income 1,280,717 1,646,276 Rate 25% 25% B. Tax from Other Income 320,179 411,569 Total Tax Expenses (A+B) 13,927,966 18,932,240

53 Annual Report

54 Annual Report

Gallery

ATTENDANCE SLIP

(Signature Shareholder ) (Signature of Proxy)

BO ID NO.

Name of Shareholder/ Proxy________________________________________________________________________________

Signature Dated

N.B. 1. Please complete this Attendance Slip and hand it over at the entrance. 2. Only the Shareholders/ Proxy holders are entitled to attend the AGM

RevenueStampTk. 20

BO ID NO.

I/We____________________________________________________________________________________________________

of______________________________________________________________________________________________________being a shareholder of Zaheen Spinning Limited do hereby appoint

Mr./Mrs./Miss____________________________________________________________________________________________

of_________________________________________________________________________as my/ our proxy to attend and vote for me/ us and on my/ our behalf at the 11th Annual General Meeting of the Company to be held on Wednesday the 26th December, 2018 at 10.00 a.m. at Sughandha Community Centre, Plot # 75/A, Road # 5/A, Sat Mosjid Road, Dhanmondi, Dhaka-1209 and at any adjournment thereof.

As witness my/ our hand this_________________________ day of ____________________2018 signed by the said in presence

of Mr./Mrs./Miss __________________________________________________________________________________________

Notes:1. A Shareholder entitled to attend and vote at the General Meeting may appoint a Proxy on his/her behalf.

2. The Proxy Form duly stamped, must be deposited at the Share o�ce of the Company at least 48 (Forty eight) hours before the time �xed for the Meeting.

I hereby record my attendance at the 11th Annual General Meeting being held on Wednesday the 26th December, 2018 at 10.00 a.m. at Sughandha Community Centre, Plot # 75/A, Road # 5/A, Sat Mosjid Road, Dhanmondi, Dhaka-1209.

PROXY FORM

ZAHEEN SPINNING LIMITEDCorporate Headquarters: House # 59/A, Road # 12/A,

(6th & 7th Floor), Dhanmondi, Dhaka-1209.

ZAHEEN SPINNING LIMITEDCorporate Headquarters: House # 59/A, Road # 12/A,

(6th & 7th Floor), Dhanmondi, Dhaka-1209.

House # 59/A, Road # 12/A (6th & 7th Floor), Near Takwa Masjid, Dhanmondi,Dhaka-1209, Bangladesh,Phone:+88-02-8191588, 8191522;Fax:+88-02-8191522,E-mail:[email protected];Web:www.zaheenspinningltd.com

Documents

Annual Report 2017-2018 - Zaheen Spinning Ltd