APEX WEAVING & FINISHING MILLS LTD

APEX WEAVING & FINISHING MILLS LTD.ANNUAL REPORT 2019-2020

Notice of the 27th Annual General Meeting 02

Board of Directors and Management Team 03

Profile of the Board of Directors 04

Chairman’s Address to the Shareholders 05

Directors’ Report to the Shareholders 07

Declaration by Managing Director & CFO 21

Audit Committee Report 22

Certificate on Compliance 23

Auditor’s Report to the Shareholders 24

Statement of Financial Position 28

Statement of Comprehensive Income 29

Statement of Changes in Equity 30

Cash Flow Statement 31

Notes to the Accounts 32

Contents


Page 02

Notice is hereby given that the TWENTY SEVENTH ANNUAL GENERAL MEETING of the Shareholders of APEX WEAVING & FINISHING MILLS LIMITED will be held on Thursday, 24 December 2020 at 11:00 a.m. at virtually by using Digital Platform as per BSEC order SEC/SRMRC/04/231/25, 08 July 2020 through the link http://apexweav2020.digitalagmbd.net to transact the following business :-

AGENDA

1. To receive, consider and adopt the Annual Audited Financial Statements ended on 30 June 2020 and Reports of the Auditors and Directors thereon.

2. To retire & re-elect of Directors & appoint new Director.

3. To appoint of Auditors for the year 2020-2021 and fix-up their Remuneration.

4. To appoint of Corporate Governance Auditors for the year 2020-2021.

5. To transact any other business which ought to be transacted at an Ordinary General Meeting with permission of the chair.

By order of the Board of DirectorsDated : 29 October 2020Bana Shilpa Bhaban (9th floor)73 Motijheel C/A Dhaka-1000. Md. Serajul Islam Company SecretaryNOTES :-

1. The Share Record date will be on Thursday, 26 November 2020. The Shareholders whose names will appear in the share register of the company or in the Depository Register on that date will be entitled to attend at the virtual Annual General Meeting.

2. The Shareholder will join the virtual AGM through the above link prior to 24 hours of the meeting. The Sharholder will able to registration, comments and vote before commencement of the AGM and during the AGM.

3. As per notification of BSEC, the soft copy of the Annual Report will be sent to the shareholders e-mail address available in their BO Accounts maintained by the Depository Participant (DP). The soft copy of

Annual Report FY 2019-2020 and proxy form will also be available in the company’s website at www.apex-tg.net. The shareholder may also collect the printed copy of Annual Report FY 2019-2020 from the share department of the company.

4. A member entitled to attend and vote at the meeting may appoint another member as his/her proxy to attend and vote for his/her behalf.

5. Form of Proxy, duly stamped & signed, must be deposited at the Company’s Registered office not later than 48 hours before the time fixed for the meeting.

NOTICE OF THE 27TH ANNUAL GENERAL MEETING

Sd


Page 03

BOARD OF DIRECTORS & EXECUTIVE MANAGEMENT TEAMBOARD OF DIRECTORS :

Mrs. Anarkoli Rashid : ChairmanMr. Md. Harun-Ar-Rashid : Managing DirectorMr. Md. Aminur Rashid : Director

Mrs. Effat Rashid : DirectorMr. Anwaruddin Chowdhury FCA : Independent Director

AUDIT COMMITTEE : Mr. Anwaruddin Chowdhury FCA : ChairmanMr. Md. Aminur Rashid : MemberMrs. Effat Rashid : Member

NOMINATION & REMUNERATION COMMITTEE :Mr. Anwaruddin Chowdhury FCA : ChairmanMr. Md. Aminur Rashid : MemberMrs. Effat Rashid : Member

Mrs. Anarkoli Rashid : ChairmanMr. Md. Harun-Ar-Rashid : Managing DirectorMr. Md. Shahidullah : CFOMr. Md. T.M Badruddoza : DGM (Admin & Maintenance )

COMPANY SECRETARY :Mr. Md. Serajul Islam

MANAGEMENT TEAM

Mr. Md. Moniruzzaman : DGM (Accounts)Mr. Md. Salah Uddin Al Mamun : AGM (Admin & Com.)

LEGAL ADVISOR :Mr. Md. Amjad Hossain

AUDITORS :Shiraj Khan Basak & Co.Chartered Accountants

BANKER :Sonali Bank Limited, Local OfficeDhaka, Bangladesh

FACTORY :Mouza : East ChandoraThana : KaliakoirDist. : Gazipur

REGISTERED OFFICE :Bana Shilpa Bhaban9th floor, 73 Motijheel C/ADhaka-1000, Bangladesh.


Page 04

Md. Harun-Ar-Rashid : Managing Director

Mr. Md. Harun-Ar-Rashid is son of Late Alhaj Md. Abdus Sattar. He is one of the dynamic and successful business person of the country. He is the founder of the Apex Textile Group and acted as pivotal force behind phenomenal success of the group. He was a member of the third Parliament of the country. He graduated in Commerce (Accounting) in 1970 from Dhaka University. He is a self-motivated person with strong principles. Mr. Rashid is one of the pioneers of Home-Textile manufacturing company in Bangladesh. Apex Weaving & Finishing Mills Limited is one of the largest Home Textiles manufacturers in the country. He received award for the best client of Sonali Bank Limited for the year 2004 & 2006. He also received Sher-E-Bangla Memorial Award as one of the best entrepreneur in the year 1997 from Bangladesh Youth Front. He visited USA, Canada, Europe, Countries of the Middle East and Far East as member of trade delegations. He is also Director of Sattar Textile Mills Ltd., Home Textiles Ltd., Apex Accessories Ltd., Crystal Insurance Co. Ltd. & Holiday Publication Limited.

Memberships: Mr. Rashid is member of different Chamber bodies of the country. He also life time member of Bangladesh-China Friendship Association and Dhaka Club Limited.

Mrs. Anarkoli Rashid : Chairman

Mrs. Anarkoli Rashid is wife of Mr. Md. Harun-Ar-Rashid. She is the Chairman of Apex Weaving & Finishing Mills Limited. She involved in business oriented sectors over the last 20 years. Mrs. Rashid is also Chairman of Home Textiles Limited & Apex Accessories Limited. Director, Apex Trade & Commerce Limited. She traveled to USA, Canada, Europe & countries of Middle East and Far East & most of the county of the world.

Md. Aminur Rashid : Director

Mr. Md. Aminur Rashid is son of Late Alhaj Md. Abdus Sattar . He is a dynamic and successful business man. He is a Director of Apex Weaving & Finishing Mills Limited, He is obtained his M.A (Sociology) degree from Dhaka University in 1981. He is involved in business oriented sector over the last 20 years. He is the Managing Director of Sattar Textile Mills Limited. Dirctor of Apex Trade & Commerce Limited and Apex Yarn Limited. He traveled to Europe, Malaysia, Saudi Arabia, China, Korea, Singapore, Thailand, India and other countries of the world.

Mrs. Effat Rashid : Director

Mrs. Effat Rashid is daughter of Mr. Md. Harun-Ar-Rashid. Mrs. Effat Rashid is one of the Directors of Apex Weaving & Finishing Mills Limited. She has obtained her Graduation in Fashion & Designing from Trafford University, Manchester in 1997 and HND-Computing from NIIT, India in 1999 and Graphic Designing from Democracy Watch in 2003. She has also obtained MBA (Marketing + Management from University of Honolulu, USA in 2004. Mrs. Effat Rashid is also a Director of Home Textiles Limited, Apex Accessories Limited, Apex Infotech Limited and Apex IT Solution Limited. She has traveled to Saudi Arabia, Malaysia, Singpore, Hongkong, Australia, United Kingdom, France and also participated Heimtex Fair in Germany in the year 2011.

Mr. Anwaruddin Chowdhury, FCA (Independent Director) :

Mr. Anwaruddin Chowdhury FCA appointed as independent director as per BSEC Corporate Governance Guidelines. He is a Council Member and Past President of the ICAB. He is an elected Director on the CAPA Board. Mr. Anwarud-din is a Financial Management Specialist, with varied experience in the corporate financial services and development sectors. He was the founder Managing Director and now Technical Advisor to Credit Rating Agency of Bangladesh (CRAB) Ltd. He has been engaged in diverse consultancy projects for the WB, ADB, DFID and other Development Partners. He served as a Director of DSE, NHFIL and of several other private and public sectors, including PGCB, Water Development Board and Dhaka WASA.

He is neither member/director/ officer of any Stock Exchange nor shareholder/director/officer of any member of Stock Exchange. He is also not acting as an Independent Director in any other company.

PROFILE OF THE BOARD OF DIRECTORS


Page 05

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Page 06

Honorable shareholders,

Assalamu aliakum. On this auspicious occasion of 27th Annual General Meeting (AGM) of the company and also feeling proud to present the Annual Financial Report for the Financial Year ending on 30th June 2020, I am expressing my heartiest gratitude & thanks to all of you. As you know that this year AGM is conducted virtually as per instruction of Bangladesh Securitas & Exchange commission. I am congratulating all for attending this meeting.

Presently all over the world the business community in going though crisis due to Covid-19 Pandemic. Also the scarcity of Gas, increase of Row materials price, interrupted electricity supply has a negative impact to our production, that’s why the company’s profit in decreased. In this current financial year due to Gas & Electricity in Scarcity and Covid-19, many facto-ries has to shut down and many of them can’t produce in full capacity. As a result in this financial year company losses immensely.

As you know our company is going through with different type of problems and we are trying our best to resolve those problems. We are assuring you that we will improve the compliance and increase the business. Also we are trying in push ourselves to have entry in the International Competitive Market. Our marketing team is giving best effort to increase our export and also trying to make contact with new buyers.

In the last financial years report you were informed that Bond of Director of the company applied re-scheduling of Bank loan as per BRPD Circular # 05/2019 and paid the required down payment. Bank authority considered our application and approved our re-scheduling of loan and re-scheduled our loan for 10 (ten) years from 30th December 2019.

We are always motivating and taken programs to increase the capabilities for the development of employees professionalism & attitude as per latest demand. Also we are active on environmental balance for our organization, which is essential for balanced development and very impotent for society, environment and the country, that’s why still we have fame in interna-tional market.

Expressing heartiest thanks to our honored share holder, buyer business stake holder, Government regulatory or organization, Bank & financial institutes, Suppliers and those who have participating for the development of the company.

I am conveying my thanks from heart to the honorable members of the Board of Directors for the co-operation and assistance during this lean period. Also I hope that we will get all support and co-operation in future for further development.

At the end, once again I am expressing thanks & gratitude from my heart to all the share holder & well-wishers.

Allah Hafez Mrs. Anarkoli Rashid Chairman

Dhaka 29th October, 2020

CHAIRMAN’S ADDRESS TO THE SHAREHOLDERSFor the year ended 30 June, 2020

Sd/-


Page 07

The gross turnover of the company stood at Tk. 13.80 crore in current year while it was Tk. 18.74 crore in 2018-2019. Company suffered a net loss of Tk. 5.04 crore during the year due to under utilization of its production capacity.

INDUSTRIAL OUTLOOK

Bangladesh is not cotton producing country yet we are always considered one of the prime sources for Home-textile products both to Europe & North America although the pressure on prices was continuously felt down as a result of the Chinese, India and Pakistani threat.

OUR PRODUCTS

Pigment & Reactive Prints & Dyed Bed Set, Duvet Cover, Flat Sheet, Fitted Sheet, Valance Sheet, Curtains, Comforter Shell, Pillow Case & other home textile items.

SEGMENT REPORT

The Company’s operations are currently carried out under a single unit and typically there is no product diversification. Accordingly the company operates one segment of developing, manufacturing and marketing of household textile fabrics.

RISK & CONCERN

The company management perceives operational risks, foreign exchange fluctuation risks, market risks, compliance risks and new investment risks within the national & international perspectives and the risk of any abrupt changes of the policies made by the regulatory authorities may adversely affects the business.

Your management is very much ready to take proper steps against any uncertainties to overcome any risks which could have an impact on the business of the company.

DIRECTORS’ REPORT TO THE SHAREHOLDERSFor the year ended 30 June, 2020

Financial Results and Profit/Loss Appropriation:

Taka in Thousand

Turnover 138,011 187,373Cost of Goods Sold 167,482 221,927Gross Profit (29,471) (34,554)Net Profit/(Loss) -Before Tax (51,464) (58,962)Net Profit/(Loss) -After Tax (50,434) (58,196)Net Profit & Appropriation:Balance brought forward (1,303,486) (1,245,290)Current Year's Profit/Loss-After Tax (50,434) (58,196)Balance carried forward (1,353,920) (1,303,486)

2019-2020 2018-2019

In terms of Provision of Section 184 of the Company Act 1994, Rule 12 (and the Schedule there under) of the Securities and Exchange rules 1987 and IAS-1 as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB), it is the pleasure of the Board of Directors to submit its report to the Shareholders for the year ended 30th June, 2020 in the following paragraphs.


Page 08

ELECTION OF DIRECTORSMd.Aminur Rashid and Mrs. Effat Rashid, Directors will retire by rotation in accordance with Articles of Associationand being eligible, offer Mrs. Effat Rashid herselve for re-election. Md. Aminur Rashid has retired from board. Mr. Md. Arafat Rashid has appointed as new Director of the company.

APPOINTMENT OF AUDITORSM/S. Shiraz Khan Basak & Co., Chartered Accountant have applied and express their willingness to act as auditor for the year 2020-2021. Your Directors are recommending for approving the appointment of Shiraz Khan Basak & Co., Chartered Accountants as auditor of the company for the year 2020-2021.

GOING CONCERNWhile approving the financial statements, Directors have made appropriate enquiries and analyzed the significant financial, operating as well as other indicators for enabling them to understand the ability of the Company to continue its operations for a foreseeable period. Directors are convinced and have a reasonable expectation that the company has adequate resources to continue its operation consistently for the foreseeable future. Therefore the company adopted the going concern basis in preparing these financial statements.

CORPORATE GOVERNANCECorporate Governance is the system through which the Company is directed, guided and controlled by the Board, keeping in view its accountability to the shareholders, stakeholders and to the society.

The Status Report required to be presented by the Company in pursuance to Notification No. BSEC/CCMRRCD/2006-158/207/Admin/80 dated 03 June 2018 issued by Securities & Exchange Commission is attached in the ANNEXURE-1.

CORPORATE GOVERNANCE COMPLIANCE STATUS REPORT & APPOINTMENT OF AUDITOR

In accordance with the requirements of “Corporate Governance Guideline” issued by BSEC, Das Chowdhury Dutta & Co., Chartered Accountants was duly appointed and have certified on “Corporate Governance Compliance Report” which is annexed with this report.

Das Chowdhury Dutta & Co., Chartered Accountants being eligible, expresses their willingness to continue in office for the next term and offered themselves for re-appointment as auditors on Corporate Governance Code for the Financial Year 2020-2021. Your Directors are recommending for approving the appointment of Das Chowdhury Dutta & Co., Chartered Accountants as auditors on Corporate Governance Code of the company for the year 2020-2021.

DIVIDENDDuring the year under review the company incurred loss as such the Board of Directors could not recommend any dividend for the year 2019-2020.

MANAGEMENT APPRECIATIONThe member of the Board of Directors would like to take this opportunity to express their heartfelt thanks to all stakeholders like Employee, Customers, Banks, Insurance Companies, Government Authorities, Auditors’, BSEC, DSE, CSE, Utility Provider and finally the Shareholders for their immense support and contribution towards the success of the company.

Sd/-Dhaka Mrs. Anarkoli Rashid October 29, 2020. Chairman

On behalf of the Board of Directors


ANNEXURE-I

Corporate & Financial Reporting:

The Directors also report that:

Page 09

Name of Directors Position Meeting Held AttendedMrs. Anarkoli RashidMr. Md. Harun-Ar-RashidMr. Md. Aminur RashidMrs. Effat RashidMr.Anwaruddin Chowdhury

ChairmanManaging Director

DirectorDirector

Independent Director

0606060606

0606050605

The pattern of shareholding (along with name wise detail) of Parent/ Subsidiary/Associated Compnies and other related parties, Directors, Chief Executive Officer, Company Secretary, Chief Finance Officer, Head of Internal Audit and their spouse and minor children, Executives, shareholders holding 10% or more voting interest in the company as at 30th June, 2020 were as stated in ANNEXURE-II.Status of compliance with the conditions imposed by the Securities and Exchange Commission’s Notification No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 issued under section 2CC of the Securities and Exchange Ordinance, 1969 is enclosed herewith as ANNEXURE-III.Key operating and financial data of last five years have been presented in summarized form in ANNEXURE-IV.

The financial statement of the Company present true and fair view of Company’s state of affairs, result of its operations, cash flows and changes in equity.Proper books of accounts as required by law have been maintained.Appropriate accounting policies have been followed in formulating the Financial Statements and Accounting estimates were reasonable and prudent.The financial statement was prepared in accordance with International Accounting Standard (IAS) as applicable in Bangladesh.The internal control system is sound in design and effectively implemented and monitored.There are no significant doubts upon the company’s ability to continue as a going concern.There is no significant deviation from the operation of the last year as well as from quarterly financial statement.There is no any extra ordinary gain or loss in financial year & there is no significant variance occurs between QFS & AFS in the year ended 2019-2020.The number of board meeting and the attendance of directors during the year 2019-2020 were as follows:


Page 10

Pattern of Shareholding as on 30th June, 2020. ANNEXURE-II

Associated Companies - -

Directors:Mr. Md. Harun-Ar-Rashid 4,421,130 11.38Mr. Md. Aminur Rashid 18,870 0.05Mrs. Anarkoli Rashid 2,770 0.01Mrs. Effat Rashid 110,440 0.28

CEO and his spouse and minor children 4,423,900 11.39CFO and his spouse and minor children - -CS and his spouse and minor children - -HIA and his spouse and minor children - -

Executives (Top five salaried person other than CEO, CFO, CS, HIA):1. Mr. Md. Moniruzzaman - -2. Mr. T.M. Badruddoza - -3. Mr. Md. Shahadat Hossain - -4. Mrs. Felicitas Manalang Nepal - -5. Ms. Nancy Grapinag Pohlman - -

Shareholders holding 10% or morevoting right:Investment Corporation of Bangladesh 6,937,110 17.86Mr.Md Harun-Ar-Rashid 4,421,130 11.38

ANNEXURE-III

CORPORATE GOVERNANCE COMPLIANCE STATUS REPORT

(Report under Condition No. 9)

Condition Title Compliance Status Explanation for non-No. Complied Not

Compliedcompliance with the

condition1 Board of Directors:1(1) Board Size √1(2)(a) At least one fifth of the total no. of

Directors shall be Independent Director(s).

√

1(2)(b)(i) I D do not hold any share or holds less than 1% shares of total paid-up shares of the company. √


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condition1(2)(b)(ii) Not Connected with any sponsor/

director/shareholder who hold 1% or more shares of the total paid-up shares on the basis of family relationship.

√

1(2)(b)(iii) Not an executive of the Company in immediately preceding 2(two) years; √

1(2)(b)(iv) Does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated company.

√

1(2)(b)(v) Not a member, director or officer of any stock exchange. √

1(2)(b)(vi) Not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market.

√

1(2)(b)(vii) Not a partner of an executive or was not a partner of an executive during the preceding 3(three) years of any statutory audit firm.

√

1(2)(b)(viii) Not be an Independent Director in more than 5(five) listed companies. √

1(2)(b)(ix) Not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a bank or a NBFI.

√

1(2)(b)(x) Not been convicted for a criminal offence involving moral turpitude. √

1(2)(c) ID shall be appointed by the Board of Directors and approved by the shareholders in the AGM.

√

1(2)(d) Not remain vacant for more than 90 days. √

1(2)(e) Tenure of office of an independent director shall be for a period 3 years, which may be extended for 1 term only.

√

1(3)(a) Being knowledgeable, having integrity, ability to ensure compliance with laws and makes meaningful contribution

√

1(3)(b)(i)(ii)(iii)(iv)(v)1(3)(c)

Being a Business Leader/ Corporate Leader/ Bureaucrat/ University Teacher (Economics/ Business/ Law)/ CA/ CMA/ CS having 10(ten) years of management/ professional experience.

√


Page 12



condition1(3)(d) The above qualifications or experiences

may be relaxed subject to prior approval of the commission;

N/A

1(4)(a) Positions of the Chairperson, MD and /or CEO of the Company √

1(4)(b) MD and/or CEO shall not hold the same position in another Company; √

1(4)(c) The Chairperson of the Board shall be elected from among the non-executive directors of the Company;

√

1(4)(d) Board shall clearly define respective roles and responsibility of the Chairperson and the MD and/or CEO.

√

1(4)(e) Absence of the Chairperson of the Board √1(5) Directors’ Report to Shareholders √1(5)(i) Industry outlook & possible future

developments in the industry √

1(5)(ii) Segment-wise or product-wise performance. √

1(5)(iii) Risk & Concerns √1(5)(iv) Discussion on Cost of Goods Sold,

Gross Profit Margin and Net Profit Margin.

√

1(5)(v) Discussion on continuity of any Extra-Ordinary gain or loss. √

1(5)(vi) Basis of related party transaction √1(5)(vii) Utilization of proceeds from public

issue, right issue and/or any others instruments.

N/A

1(5)(viii) Explanation if the financial results deteriorate after the company goes for IPO, RPO, Right Offer, Direct Listing etc.

N/A

1(5)(ix) Explanation about significant variance occurs between Quarterly Financial performance and Annual Financial Statements.

√

1(5)(x) Directors Remuneration √1(5)(xi) Fair presentation of financial statement √1(5)(xii) Maintenance of proper books of

accounts.√

1(5)(xiii) Adoption of appropriate accounting policies and estimates.

√


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condition1(5)(xiv) Followed IAS and IFRS in preparation

of financial statement.√

1(5)(xv) Soundness of internal control system √1(5)(xvi) Minority shareholders have been

protected √

1(5)(xvii) Ability to continue as a going concern √1(5)(xviii) Significant deviation from last year’s

operation. √

1(5)(xix) Key operating and financial data of at least preceding 5 years. √

1(5)(xx) Reasons for not declared dividend √1(5)(xxi) Board’s statement on bonus share or

stock dividend as interim dividend;N/A

1(5)(xxii) Number of Board Meetings held during the year & attendance. √

1(5)(xxiii) Pattern of Shareholdings:1(5)(xxiii)(a) Parent/ Subsidiary/ Associated

Companies and other related parties. √

1(5)(xxiii)(b) Directors, CEO, CS, CFO, HIA and their spouses and minor children. √

1(5)(xxiii)(c) Top five salaried executives √1(5)(xxiii)(d) Shareholders holding 10% or more

voting interest. √

1(5)(xxiv) Appointment/ Re-appointment of Directors: √

1(5)(xxiv)(a) Brief Resume of directors √1(5)(xxiv)(b) Expertise in specific functional areas √1(5)(xxiv)(c) Names of companies in which the person

also holds the directorship and the membership of committees of the boards.

√

1(5)(xxv) Management’s Discussion and Analysis signed by CEO or MD focusing on :

1(5)(xxv)(a) accounting policies & estimation √1(5)(xxv)(b) changing in accounting policies and

estimation √

1(5)(xxv)(c) comparative analysis of financial performance √

1(5)(xxv)(c) comparative analysis of financial performance √

1(5)(xxv)(d) compare such financial performance with peer industry scenario √

1(5)(xxv)(e)financial and economic scenario of the country and the globe

√


Page 14



condition1(5)(xxv)(f) risk and concerns issues related to FS √1(5)(xxv)(g) future plan or projection or forecast for

company’s operation; √

1(5)(xxvi) Declaration or certification by the CEO and CFO to the Board. √

1(5)(xxvii) Report as well as certificate regarding compliance of conditions under condition 9 shall be disclosed

√

1(6) Meeting of the Board of Directors √1(7)(a) Board shall lay down a code of conduct,

based on the recommendation of the NRC for the Chairperson, other Board members and CEO;

√

1(7)(b) Code of conduct posted on the website √2. Governance of Board of Directors of

Subsidiary CompanyN/A

3(1)(a) Appointment of MD or CEO, CS, CFOand a HIAC √

3(1)(b) Position of MD or CEO, CS, CFO and HIAC shall be filled by different individuals;

√

3(1)(c) The MD or CEO, CS, CFO and HIAC shall not hold any executive position in any other company at the same time;

√

3(1)(d) Board shall define respective role, responsibilities and duties of the CFO, the HIAC and the CS;

√

3(1)(e) The MD or CEO, CS, CFO, and HIAC shall not be removed from their position without approval of the Board as well as immediate dissemination to the Commission and stock exchange(s);

√

3(2) The MD or CEO, CS, CFO and HIAC shall attend the meeting of the Board √

3(3)(a)(i)(ii),3(3)(b) & 3(3) (C)

Duties of MD or CEO and CFO√

4(i), 4(ii) Audit Committee and Nomination & Remuneration Committee √

5(1)(a) Audit committee as a sub-committee of the BOD. √

5(1)(b) Assistance of the Audit Committee to Board of Directors √


Page 15



condition5(1)(c) Responsibility of Audit Committee √5(2)(a) Audit Committee shall be composed of

at least 3(three) members; √

5(2)(b) Appointment of members of the Audit Committee √

5(2)(c) Qualification (Financial Literacy) of Audit Committee members √

5(2)(d) Term of service of Audit Committee members √

5(2)(e) Secretary of the Audit Committee √5(2)(f) Quorum of the Audit Committee √5(3) Chairperson of Audit Committee5(3)(a) BOD shall select the Chairperson, who

shall be an independent director √

5(3)(b) Absence of Chairperson in a meeting √5(3)(c) Chairperson of Audit Committee shall

remain present in the AGM. √

5(4)(a) The Audit Committee shall conduct at least four meetings in a financial year; √

5(4)(b) Quorum of the Committee √5(5) Role of Audit Committee √5(5)(a) Oversee the financial reporting process √5(5)(b) Monitor choice of accounting policies

and principles √

5(5)(c) Monitor Internal Control Risk Management Process √

5(5)(d) Oversee hiring & performance of external auditors √

5(5)(e) Meeting with external or statutory auditors √

5(5)(f) Review the annual financial statements before submission to the board for approval

√

5(5)(g) Review the quarterly & half yearly financial statements before submission to the board for approval

√

5(5)(h) Review the adequacy of internal audit function √

5(5)(i)Review Management’s Discussion and Analysis before disclosing in the annual report

√


Page 16



condition5(5)(j) Review statement of significant related

party transactions √

5(5)(k) Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors

√

5(5)(l) Oversee the determination of audit fees √5(5)(m) Oversee the uses/applications of

proceeds raised by IPO/RPO/Right issue √

5(6) Reporting of the Audit Committee:5(6)(a) Reporting to the Board Directors: √5(6)(a)(i) Activities of Audit Committee √

5(6)(a)(ii)Immediate report to the Board of Directors: √

5(6)(a)(ii)(a) Conflicts of interest √5(6)(a)(ii)(b) Material defect in the internal control

system √

5(6)(a)(ii)(c) Suspect Infringement of laws, rules and regulations √

5(6)(a)(ii)(d) Any other matter √5(6)(b) Reporting to the Authorities N/A5(7) Reporting to the Shareholders and

General InvestorsN/A

6 Nomination and Remuneration Committee (NRC)

6(1) Responsibility to the BOD √6(1)(a) Company shall have a NRC as a sub-

committee of the Board; √

6(1)(b) NRC shall assist the Board in formulation of the nomination criteria and policy for determining qualifications and process of considering remuneration of directors, top level executives;

√

6(1)(c) √

6(2)(a) The Committee shall comprise of at least three members including an ID; √

6(2)(b) All members of the Committee shall be non-executive directors; √

6(2)(c) Members shall be nominated and appointed by the Board;

√

ToR of the NRC shall be clearly set forth in writing covering the areas stated at condition No. 6(5)(b)


Page 17



condition6(2)(d) The Board shall have authority to

remove and appoint any members; √

6(2)(e) Board shall fill the vacancies within 180 days of occurring such vacancy; √

6(2)(f) The Chairperson may appoint or co-opt any external expert and/or member(s) of staff to the Committee;

N/A

6(2)(g) The CS shall act as the secretary of the Committee; √

6(2)(h) Quorum of the NRC meeting shall not constitute without attendance of at least an ID;

√

6(2)(i) No member of the NRC shall receive, directly or indirectly, any remuneration for advisory or consultancy role or otherwise, other than Director’s fees or honorarium from the company;

√

6(3)(a) The Board shall select 1 member of the NRC to be Chairperson, who shall be an independent director

√

6(3)(b) Absence of Chairperson in a meeting √6(3)(c) Chairperson of Audit Committee shall

remain present in the AGM. √

6(4)(a) The NRC shall Conduct at least one meeting in a financial year; √

6(4)(b) Emergency meeting6(4)(c) Quorum of the meeting √6(4)(d) Proceedings and minutes of the meeting √6(5) Role of the NRC √6(5)(a) NRC shall be independent and

responsible to the Board and to the shareholders;

√

6(5)(b)(i)(a)√

6(5)(b)(i)(b) The relationship of remuneration to performance is clear √

6(5)(b)(i)(c) Remuneration to directors, top level executives involves a balance between fixed and incentive pay √

NRC shall oversee and recommended a policy relating to the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors;


Page 18



condition6(5)(b)(ii) devising a policy on Board’s diversity

taking into consideration age, gender, experience, ethnicity, educational background and nationality;

√

6(5)(b)(iii) identifying persons who are qualified to become directors and who may be appointed in top level executive position

√

6(5)(b)(iv) formulating the criteria for evaluation of performance of ID and the Boards; √

6(5)(b)(v) identifying the company’s needs for employees at different levels; √

6(5)(b)(vi) developing, recommending and reviewing annually the company’s human resources and training policies;

√

6(5)(c) company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC

√

7(1) The issuer company shall not engage itsExternal/Statutory Auditors to perform the following services:

√

7(1)(i) Appraisal or valuation services or fairness opinions

√

7(1)(ii) Financial information system design and implementation

√

7(1)(iii) Book keeping or other services √

7(1) (iv) Broker-Dealer services √

7(1) (v) Actuarial services √

7(1) (vi) Internal Audit services √

7(1) (vii) Any other services- Services that the Audit Committee determines √

7(1)(viii) Audit/certification services on compliance of corporate governance as required under clause (i) of condition No. 9.

√

7(1)(ix) Any other services- Services that creates conflict of interest √

7(2) No partner or employees of external audit firms shall possess any share of the Company they audit at least during the tenure of their audit assignment;

√


Page 19



condition7(3) Representative of external or statutory

auditors shall remain present in the AGM

√

8(1) Company shall have an official website linked with the website of the stock exchange;

√

8(2) functionality of the website; √8(3) Disclosures as required by the listing

regulations in the website; √

9(1) Obtain a certificate about compliance of Corporate Governance from a Professional Accountant or Secretary;

√

9(2) The professional who will provide the certificate shall be appointed by the shareholders in the AGM;

√

9(3) Annexure attached in the directors’ report. √


Page 20

ANNEXURE-IV

Key operating and financial data of last five years have been presented below in summarized form:Tk. in thousand

Particulars 2019-2020 2018-2019 2017-2018 2016-2017 2015-2016Authorized Capital 750,000 750,000 750,000 750,000 750,000Issued & Paid up Capital 388,500 388,500 388,500 388,500 388,500Sales 138,011 187,373 286,517 315,088 361,355Gross Profit (29,471) (34,554) (19,608) (16,488) 27,793Net Profit/(Loss) before tax (51,464) (58,962) (48,311) (54,580) (59,893)Net Profit/(Loss) after tax (50,434) (58,196) (47,809) (52,771) (57,839)Fixed Assets-Gross 1,918,627 1,918,255 1,905,248 1,878,366 1,858,120Fixed Assets-Net 794,294 819,341 834,393 837,156 846,721Current Assets 519,830 566,081 632,560 698,500 679,438Current Liabilities 392,475 756,773 778,716 798,100 734,100Net Current Assets 127,355 (190,692) (146,156) (99,600) (54,662)Dividend - - - - -Dividend Tk.per Share 0.00 0.00 0.00 0.00 0.00Earning per Share- Tk. (1.30) (1.50) (1.23) (1.36) (1.49)Book Value per Share- Tk. (11.59) (10.29) (8.79) (7.56) (6.20)Price Earning Ratio (3.20) (3.60) (6.10) (3.82) (4.03)


Page 21

Declaration by Managing Director & CFO

Dear Sir,

(1)

(2)

(3)

(4)

(5)

(6)

(i)

(ii)

Sincerely Yours,

Sd/ - Sd/ -Md. Harun -Ar -Rashid Md .ShahidullaManaging Director Chief Financial Officer

The Board of DirectorsApex Weaving & Finishing Mills Ltd.9 th Floor, Bana Shilpa Bhaban73 Motijheel C/A, Dhaka-1000.

Date: 29 October, 2020

Subject: Declaration on Financial Statements for the year ended on 30 June, 2020 :

Pursuant to the condition No. 1(5) (xxvi) imposed vide the Commission’s Notification No. BSEC/CMRR D/2006-158/207/ Admin/80 dated 03 June 2018 issue under section 2CC of the Securities & Exchange Ordinance, 1969, we do hereby declare that:

The Financial Statements of Apex Weaving & Finishing Mills Limited for the year ended on 30 June, 2020 have been prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in Bangladesh and any departure there from has been adequately disclosed;

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

The form and substance of transactions and the Company’s stateof affairs have been reasonably and fairly presented in its financial statements;

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

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

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

We have reviewed the financial statements for the year ended on 30 June, 2020 and that to the best of our knowledge and belief:(a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;(b) These statements collectively present true and fair view of the Company’s affairs andare in compliance with existing accounting standards and applicable laws.

There are, to the best of knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the code of conduct for the Company’s Board of Directors or its member.

In this regard, we also certify that:-


Page 22

AUDIT COMMITTEE REPORT

The audit committee of Apex Weaving & Finishing Mills Limited was formed as per the terms of reference approved by the Board in accordance with the notification of Bangladesh Securities and Exchange Commission no. SEC/CMRRCD/2006-158/207/Admin/80, dated: 03 June 2018.

The audit committee of the company comprises of three Directors, nominated by the Board of Directors of the Company, headed by the Independent Director, Mr. Anwaruddin Chowdhury. The other members of the committee are Md. Aminur Rashid and Ms. Effat Rashid.

The committee worked closely with the company’s financial team to ensure that the audit processes adopted in connection with the financial statements are dealt with best practice. The committee was empowered to examine the matter related to financial and other affairs of the Company. This committee ensures a sound financial reporting system and updated information to the Board of Directors.

The committee normally meets in the next month of every quarter. During the year 2019-2020, four Audit Committee meeting were held, the details of attendance of each member at the Audit Committee meetings are as follows:

Name of the Member Meeting Held AttendedMr. Anwaruddin Chowdhury 4 4Md. Aminur Rashid 4 4Ms. Effat Rashid 4 4

During the year the Audit Committee review and carry out the following tasks:

■ Oversee the financial reporting process.

■ Monitor the choice of accounting policies and principles.

■ Monitor Internal Control Risk Management process.

■ Oversee hiring and performance of external auditors.

■ Review along with the management, the quarterly, half yearly and annual financial statements before submission to the Board for approval.

■ Review the adequacy and effectiveness of internal audit function.

■ Compliance of all applicable legal and regulatory rules and regulations.

■ Reviewed compliance of corporate governance guidelines issued by the BSEC.

The audit committee is of the view that the internal control and procedures are adequate to present a true and fair view of the activities and financial status of the Company.

On behalf of the Audit Committee

Sd/-Dhaka Anwaruddin ChowdhuryAugust 29, 2020. Chairman


Page 23

DAS CHOWDHURY DUTTA & CO. Offices:

Chartered Accountants “Well Tow er” (1st Floor), Flat- A/1 Jahan Building No. 5 (2nd Floor) 12/A Purana Paltan Line, Dhaka 74 Agrabad Area, ChittagongTel. 088-02-58310639 Tel. 088-031-725955Fax. 088-02-58310639 Fax. 088-031-714312E-mail: [email protected] E-mail: [email protected]

(a)

(b)

(c)

(d)

Dhaka,

Sd/-

18 November 2020

Sunirmal Chowdhury FCAPartnerDas Chowdhury Dutta & Co.Chartered Accountants

[Certificate as per condition No. 1 (5) (xxvii)]

Apex Weaving and Finishing Mills Limited on Compliance on the Corporate Governance Code

Report to the Shareholders of

We have examined the compliance status to the Corporate Governance Code by Apex Weaving and Finishing Mills Limited for the year ended on 30 June 2020. This Code relates to the Notification No. BSEC/CMRRCD/2006–158/207/Admin/80 dated 03 June 2018 of the Bangladesh Securities and Exchange Commission (BSEC).

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation there of as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code.

This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code.

We state that we have obtained all the information and explanations, which we have required and after due scrutiny and verification thereof, we report that, in our opinion:

The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission;

The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;

Proper books and records have been kept by the company as required under the Companies Act, 1994, the securities laws and other relevant laws and

The Governance of the company is satisfactory.


Page 24

Qualified Opinion

We have audited the financial statements of Apex Weaving & Finishing Mills Limited, which comprise the statement of financial position as at 30 June 2020, and the statement of profit or loss and other comprehensive income, statement of cash flows and statement of changes inequity for the year then ended 30 June 2020, and a summary of significant accounting policies and other explanatory information.

In our opinion, the accompanying financial statements, except for the matters described in the basis for qualified opinion paragraph give a true and fair view of the financial position of the Company as at 30 June 2020, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs), the Companies Act 1994 and other applicable laws and regulations.

Basis for Qualified Opinion

1) As the company incurring loss since 2009 and its accumulated net assets is Tk. (450,083,889) as at 30 June 2020, and net loss incurred during the year is of Tk. (50,434,073) due to breakdown of plant and machinery and non availability of banking facilities for working capital, indicates the existence of a material uncertainty that cast a significant doubt on the company’s ability to continue as going concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial statement do not conclude the adjustment that would result if the company was unable to continue as going concern or any disclosure regarding the above matter and how the company will continue as a going concern.

2) Advance Income Tax disclosures have not given as per regulation. It also be noted that the Advance Income Tax amounting Tk. 15,312,782 in Note No. 06 which has no proper explanation and no proper evidence could not be provided by the management.

Emphasis of Matter:

In forming our opinion, other than the above matters described in the basis of qualified opinion paragraph, we have considered the adequacy of the disclosure in the financial statements in light of which we would like to draw the attention of the users of these financial statements on the below matters-

a) The company exported and imported their product through their related party named Home Textiles Ltd. as per agree ment dated 15 November, 2012 between the two companies.

b) During the year the company utilized only 13.20 % production capacity due to breakdown of Plant & Machinery and non-availability of banking facilities for working capital

c) The net assets value per share has been reduced by BDT 1.30 per share at the year ended in comparison with the last year’s financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and informing our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below our description of how our audit addressed the matters provided in that context.

Independent Auditor's ReportTo the Shareholders of

Apex Weaving & Finishing Mills Ltd.Report on the Audit of the Financial Statements


Page 25

Risk Our response to the risk

Valuation of Inventory

Inventories are carried at the lower of cost and net realizable value. As a result, the Directors apply judgment in determining the appropriate values for slow-moving or obsolete items.

Inventories are maintained by manual interfaces and inputs, there is a risk that in appropriate management override and/or error may occur.

Evaluating the design and implementation of key inventory controls operating across the factory, Depot and warehouse.

Checked and verified the stock count report done by the management as on date.

We have reconciled the inventory with purchase production and sales to ensure the physically shown stock as on date was accurate.

We have considered the risk of inventory being expired/damaged due to the effect of COVID-19 and checked whether any provision was required for any such expiry/obsolesce.

Reviewing the historical accuracy of inventory provisioning and the level of inventory write-offs during the year

Obtaining a detailed review with the subsequent sales to compare with the net realizable value.

Please See Note No. 3.00 to the Financial Statements

We verified the appropriateness of management’s assumptions applied in calculating the value of the inventory as per International Accounting Standard (IAS) by:


Page 26

Other MattersDue to the pandemic situation of COVID-19 all over the world, physical verification of inventory could not be held by us for the the year ended June 30, 2020 considering the health risks. However, during the course of our audit we have carried out audit procedures to ensure the value of inventory as on 30 June, 2020 is appropriate and free from any material misstatement. Detailed audit procedures are described in the key audit matter paragraph of this report.

Other InformationManagement is responsible for the other information. The other information comprises all of the information in the Annual Report other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially in consistent with the financial statements or our knowledge obtained in the auditor otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

The company reports net deferred tax liability as at 30 June 2020.For which significant judgment is required in relation to deferred tax liabilities as it is probable that taxable profit will be reduced against which the taxable temporary differences can be recognized over a number of years.

We obtained an understanding, evaluated the design and tested the operational effectiveness of the company’s key controls over the recognition and measurement of DTAs and the assumptions used in estimating the company’s future taxable income.

We also assessed the completeness and accuracy of the data used for the estimations of future taxable income.

We involved tax specialists to assess key assumptions, controls, recognition and measurement of DTA’s.

Finally assessed the appropriateness and presentation of disclosures against IAS 12 Income Tax.

Please See Note No. 24 to the Financial Statements


Page 27

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

v Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that insufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

v Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

v Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

v Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are in adequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

v Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Ramendre Nath Basak, FCAPartner Shiraz Khan Basak & Co.Chartered Accountants

Dated: Dhaka29 October, 2020

We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof;

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; and

The Company’s statement of financial position and statement of profit or loss and other comprehensive income with the report are in agreement with the books of account.

The expenditure incurred was for the purpose of the Company’s business.

Report on Other Legal and Regulatory Requirements

In accordance with the Companies Act1994, we also report the following:

Sd/-


Page 28

Notes 2019-2020 2018-2019ASSETSNon-Current AssetsProperty Plant & Equipment at Cost 2 1,918,627,450 1,918,254,810Less : Accumulated Depreciation 1,124,333,773 1,098,913,720

794,293,678 819,341,090Current AssetsInventories 3 276,931,375 282,715,161Sundry Debtors 4 162,495,573 186,435,099Bills Receivable 5 41,043,550 55,943,534Advances, Deposits & Pre-payments 6 27,969,680 29,094,785Cash & Bank Balance 7 11,389,930 11,892,513

519,830,107 566,081,092Total Assets 1,314,123,785 1,385,422,182

EQUITY AND LIABILITIESShareholders EquityShare Capital 8 388,500,000 388,500,000Revaluation Surplus 515,336,827 515,336,827Retained Profit/ Loss (1,353,920,716) (1,303,486,643)

(450,083,889) (399,649,816)Non-Current LiabilitiesLong Term Loan- Secured 9 1,343,534,476 998,569,705Deferred Tax Liability 24 28,197,927 29,728,972Total Long Term Liabilities 1,371,732,403 1,028,298,677

Current LiabilitiesShort Term Bank Loan-Secured 10 - 281,129,307Trade Creditors 11 198,429,556 189,152,843L/C Liabilities 12 24,477,630 51,497,965Sundry Creditors 13 55,816,351 31,697,338Other Liabilities 14 113,751,734 203,295,867

392,475,272 756,773,320

Total Equity and Liabilities 1,314,123,785 1,385,422,182

NAV per Share (11.59) (10.29)

_________________ _______________ ______________ _____________Mrs. Anarkoli Rashid Md. Harun-Ar-Rashid Md. Shahidulla Md. Serajul IslamChairman Managing Director Chief Financial Officer Company Secretary

DhakaOctober 29, 2020

Shiraz Khan Basak & Co.Chartered Accountants

STATEMENT OF FINANCIAL POSITIONAs at 30 June 2020

The annexed notes form an integral part of these financial statements. These financial statement were authorized

Figures in Taka

This is the statement of financial position referred to in our separate report of even date

for issue by the Board of Directors on 29 October 2020 and were signed on its behalf by.

Sd/-

Sd/-Sd/-Sd/-Sd/-

An associate firm of D.N. Gupta & Associates



Page 29

Notes 2019-2020 2018-2019

Turnover 15 138,010,590 187,372,524Cost of Goods Sold 16 167,481,925 221,926,887

Gross Profit (29,471,335) (34,554,363)

ExpensesAdministrative & Selling Expenses 21 21,958,687 23,060,314Financial Expenses 22 1,087,325 1,872,425

23,046,012 24,932,739

Operating Income / (Loss) (52,517,347) (59,487,102)Other Income 1,052,856 525,283Net Profit /(Loss) before Tax (51,464,491) (58,961,819)Contribution to Workers' Participation Fund - -Profit/(Loss) before Tax (51,464,491) (58,961,819)Provision for Income Tax: -Current Tax ( Minimum Tax) (500,628) (676,432)

-Deferred Tax (Expense)/Income 1,531,046 1,441,857Profit/(Loss) available for Appropriations (50,434,073) (58,196,394)

Basic Earnings/(Loss) per Share (1.30) (1.50)

_________________ _________________ _________________ ______________Mrs. Anarkoli Rashid Md. Harun-Ar-Rashid Md. Shahidulla Md. Serajul IslamChairman Managing Director Chief Financial Officer Company Secretary


STATEMENT OF COMPREHENSIVE INCOMEFor the Year Ended 30 June 2020

Chartered AccountantsShiraz Khan Basak & Co.

This is the statement of Profit or Loss and Other comprehensive income referred to in our separate report of even date

The annexed notes form an integral part of these financial statements. These financial statement were authorized

Figures in Taka

for issue by the Board of Directors on 29 October 2020 and were signed on its behalf by.

Sd/-

Sd/-Sd/-Sd/-Sd/-




Page 30

As at 1st July 2019 388,500,000 - (1,303,486,643) (914,986,643)Net Profit/(Loss) for the year - - (50,434,073) (50,434,073)Revaluation Surplus - 515,336,827 - 515,336,827As at 30 June 2020 388,500,000 515,336,827 (1,353,920,716) (450,083,889)

As at 1st July 2018 388,500,000 - (1,245,290,249) (856,790,249)Net Profit/(Loss) for the year - - (58,196,394) (58,196,394)Revaluation Surplus - 515,336,827 - 515,336,827As at 30 June 2019 388,500,000 515,336,827 (1,303,486,643) (399,649,816)

_________________ ________________ _________________ _______________Mrs. Anarkoli Rashid Md. Harun-Ar-Rashid Md. Shahidulla Md. Serajul IslamChairman Managing Director Chief Financial Officer Company Secretary


This is the statement of Changes in Equity referred to in our separate report of even date

authorized for issue by the Board of Directors on 29 October 2020 and were signed on its behalf by.

STATEMENT OF CHANGES IN EQUITYFor the Year Ended 30 June 2020

STATEMENT OF CHANGES IN EQUITY

Total Tk.Share Capital Revaluation Surplus

Retained Earnings/(Loss)

The annexed notes form an integral part of these financial statements. These financial statement were

Total Tk.

For the Year Ended 30 June 2019

Chartered Accountants

Share Capital Revaluation Surplus

Retained Earnings/(Loss)

Shiraz Khan Basak & Co.Sd/-

Sd/-Sd/-Sd/-Sd/-




Page 31

2019-2020 2018-2019CASH FLOWS FROM OPERATING ACTIVITIES:

Collection from Turnover 176,850,100 251,313,864Other Income 1,052,856 525,283Interest and Other Financial Charges Paid (1,087,325) (1,872,425)Income Tax Paid (581,147) (2,011,740)Payments for Costs & Expenses (240,199,892) (234,492,164)Net Cash from Operating Activities (a) (63,965,407) 13,462,818

CASH FLOWS FROM INVESTING ACTIVITIES:

Property , Plants and Equipment Acquired (372,640) (13,006,792)Proceeds on Sale of Equipment - -Net Cash from Investing Activities (b) (372,640) (13,006,792)

CASH FLOWS FROM FINANCING ACTIVITIES:

Working Capital Loan Received / (Repaid) (281,129,307) 37,000Long term Loan Received / (Repaid) 344,964,771 50,000Net Cash from Financing Activities ( c ) 63,835,464 87,000

Increase / (Decrease) in Cash & Cash Equivalents (a+b+c) (502,583) 543,026Opening Cash & Bank Balance 11,892,513 11,349,486

Closing Cash & Cash Equivalents 11,389,930 11,892,513

Net Operating Cash Flow Per Share (1.65) 0.35Net Cash Flow Per Share (0.01) 0.01

Reconciliation of Net Income/(Loss) with Cash Flows from Operating Activities:Operating Profit/(Loss) (51,464,491) (59,638,251)Add: Depreciation 25,420,053 28,058,747Add: Decrease in Accounts Receivable 38,839,510 63,941,340Less: Increase in Accounts Receivable - -Add: Decrease in Advance 1,125,105 (5,503,204)Add: Decrease in Inventory 5,783,786 8,583,786Less: Increase in Inventory - -Add: Increase in Accounts Payable - -Less: Decrease in Accounts Payable (83,669,370) (21,979,600)

- -Net Cash Flows from Operating Activities (63,965,407) 13,462,818

Figures in Taka

CASH FLOW STATEMENTFor the Year Ended 30 June 2020

The annexed notes form an integral part of these financial statements. These financial statement were authorized for issue by the Board of Directors on 29 October 2020 and were signed on its behalf by.

_________________ ________________ _______________ ______________Mrs. Anarkoli Rashid Md. Harun-Ar-Rashid Md. Shahidulla Md. Serajul IslamChairman Managing Director Chief Financial Officer Company Secretary



This is the statement of Cash Flows referred to in our separate report of even date.

Sd/-

Sd/-Sd/-Sd/-Sd/-




Page 32

SIGNIFICANT ACCOUNTING POLICIES AND RELEVANT INFORMATION

LEGAL FORM OF THE COMPANY:

APEX WEAVING & FINISHING MILLS LTD. was incorporated on October 27, 1993 as a Public Limited Com-pany under the Companies Act.1913 (repealed in 1994) and its shares are listed in the Dhaka Stock Exchange Ltd. and Chittagong Stock Exchange Ltd.

NATURE OF BUSINESS ACTIVITIES:

The Company is 100% export oriented Home Textile Industry to produce Printed Bed Sheet, Screen Print, Curtain, and Satin, Industrial & Technical Fabric and any other wide-width application and all sorts of Textile produce.

ACCOUNTING POLICIES:

Basis of Preparation & Presentation of the Financial Statements

The financial statement have been prepared and the disclosures of information made in accordance with the requirements of the Companies Act 1994, The Securities and Exchange Rules 1987, and IASs adopted by the Institute of Chartered Accountants of Bangladesh (ICAB), as Bangladesh Accounting Standard (BAS). The Balance Sheet and Profit and Loss Account have been prepared according to International Accounting Standards (IASs) and International Financial Reporting Standards (IFRSs) based on accrual basis following going concern assumption under generally accepted accounting principles and practices in Bangladesh and Cash Flow State-ments according to IAS 7 (Cash Flow Statements).

Accounting convention and assumption

The financial statements are prepared under the historical cost convention, and therefore, do not take into consid-eration the effect of inflation.

Recognition of Property Plant & Equipment and Depreciation:

Property, plant & equipment except land & land development are stated at cost less accumulated depreciation in accordance with IAS 16 (Property, plant & equipments). Cost represents cost of acquisition for construction and include purchase price and other directly attributable cost of bringing the assets to working conditions for its intended use, but do not include any capitalized borrowing cost. No depreciation is charged on land and land development. Depreciation has been charged on addition of fixed assets. Land has been revalued by an indepen-dent valuer and is stated at revalued amount. Depreciation is calculated on reducing balance method in amount sufficient to write off depreciable assets over their estimated useful life.Expenditure for repairs and maintenance are expensed.

NOTES TO THE ACCOUNTSFor the year ended June 30, 2020

1.




Page 33

The annual depreciation rates applicable to the principal categories are:

Depreciation on Factory Building, Plant & Machinery, Generator, Sub-station & Electric installation, Gas installa-tion, Factory equipment and Tube well & tanks and Vehicle has fully been charged to cost of goods sold.

Depreciation on Furniture & fixtures and Office Equipments has fully been charged to Administrative & Selling Expenses.

Inventories:

Inventories comprise of raw material, packing materials, dyes & chemical, spare parts, work-in-process and finished goods. They are stated at the lower of cost (average cost) and net realizable value in accordance with IAS 2 (Invento-ries) after making due allowance for any obsolete or slow moving item. The cost of inventories is assigned by using weighted average cost formula. Net realizable value is determined after deducting the estimated cost of completion and / or cost to be incurred for affecting the sale from sales price.

Trade and other receivables:

These are carried at original invoice amount. Trade and other receivables are unsecured and considered good and collectible.

Cash and Cash Equivalent:

According to IAS 7 (Cash Flow Statements) cash comprises cash in hand and demand deposits and cash equivalents are short term, highly liquid investments that are readily convertible to know amounts of cash and which are subject to an insignificant risk of changes in value. IAS 1 (Presentation of Financial Statements) provides that Cash and Cash Equivalents are not restricted in use. Considering the provisions of IAS 7 and IAS 1 cash in hand and bank balances have been considered as cash and cash equivalents.

Creditors and Accruals:

Liabilities are recognized for amounts to be paid in the future for goods and services received, whether or not billed by the supplier.

Category of Fixed Assets Rate %Factory Building 5%Plant & Machinery 10%Gen., Sub-Station & Electrical Installation 10%Gas Installation 10%Furniture & Fixtures 15%Factory Equipments 10%Deep tube well & Tanks 10%Office Equipments 10%Vehicle 20%




Page 34

Cash Flow Statements:

Cash Flow Statement is prepared principally in accordance with IAS 7(Cash Flow Statements) and the cash flow from operating activities has been presented under direct method as prescribed by the Securities and Exchange Rules 1987 and a reconciliation of net income (loss) with cash flows from operating activities making adjustments for non-cash items, for non-operating items and for the net changes in operating accruals.

Taxation:

Income tax expenses comprise current and deferred tax. Income tax expenses is recognized in profit and loss account and accounted for in accordance with the requirements of IAS 12: Income Tax.

i) Current Tax:

The corporate tax rate for publicly traded companies is 25%. Since the Company is 100% export oriented, tax has been deducted at source @0.60% on export proceeds.

ii) Deferred Tax:

The company has adopted deferred tax in compliance with the provision of IBAS-12 “Income Taxes”. Deferred tax arises due to temporary differences, deductible or taxable for the events or transactions recognized in the statement of comprehensive income. A temporary difference is the difference between the tax bases of net assets or liabilities and its carrying amount / reported amount in the financial statement. Deferred tax assets or liability is the amount of income tax payable or recoverable in the future period(s) recognized in the current period. The deferred tax assets / income or liability/expense does not create a legal liability / recoverability to and from the Income Tax authority.




Page 35

Risk and uncertainties for use of estimates in preparation of Financial Statements:

The preparation of Financial Statements in conformity with the International Accounting Standards requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used for Accounting of certain items such as long term contracts, provision for doubtful accounts, depreciation and amortization, employees benefit plans, taxes reserves and contingen-cies.

Transaction with Related Parties: The company has carried on transaction with related parties in the normal course of business and on arm’s length basis. The name of related parties and nature of these transactions have been set out in accordance with the provision of IAS 24: Related-Party Disclosures.

Reporting Period: Financial Statements of the Company cover on financial year from July 2019 to June 2020.

Comparative Information:

Comparative information have been disclosed in respect of the year 2018-2019 for all numerical information in the Financial Statements and also the narrative and descriptive information when it is relevant for understanding of the current period’s financial statements. Figures of the year 2018-2019 have been re-arranged whenever considered necessary to ensure comparability with the current period. Reporting Currency and Level of Precision:

The figures in the Financial Statements represent Bangladesh Currency (Taka), which have been rounded off to nearest Taka except where indicates otherwise.

Foreign Currency Translation:

Transactions in foreign currencies are converted into Bangladesh Taka at the exchange rate prevailing on the date of transaction in accordance with provisions of IAS 21 (The Effects of Changes in Foreign Exchange Rates).

ADDITIONAL INFORMATION ON FINANCIAL STATEMENTS




Page 36

Revenue Recognition:

Revenue has been recognize as per IFRS 15: Revenue from contract with customers under 05 (five) step approach of recognizing revenue. According to the core principal of IFRS 15,the entity has recognized revenue to the depict transfer of promise goods or service to custom in an amount that reflects the consideration (payment) to which the entity expects to the entitled in exchanging for those goods or services.

05 (five) step approach applied are as follows:

i. Indentify the contractii. Indentify the separate performance obligationiii. Determine the transaction priceiv. Allocate the price to the performance obligationv. Recognize revenue.

Earnings per Share (EPS):

The Company calculates Earnings per Share (EPS) in accordance with IAS-33 (Earnings per Share) which has been shown on the face of Profit & Loss Account and the computation of the EPS stated in the Accounts.

Basic Earnings:

This represents earning for the year attributable to Ordinary Shareholders. As there was no preference dividend, minority interest or extra ordinary items, the net loss for the year has been considered as fully attributable to the Ordinary Share-holders.

Basic Earnings per Share:

This has been calculated by dividing the basic earnings by the weighted average number of Ordinary Shares outstanding during the year.

Diluted Earnings Per Share:

No diluted EPS is required to be calculated for the year as there was no scope for dilution during the year under review.

Subsequent Disclosures:

There is no adjusting Balance Sheet or such important non-disclosures, of which would affect the availability to the user of the financial statement to make proper evaluation and decision. Authorization for Issue:

The financial statements were approved by the Board of Directors of the company on 29 October 2020.




Page 37

Name of the Assets Rate Written DownDisposal of Value as on

Dep. 30.06.2020

Land & Land Development 10,443,173 10,443,173 0% - - - 10,443,173

Revalued Land & Land Dev. 515,336,827 - 515,336,827 515,336,827

Factory Building & Other Construction 219,907,578 - 219,907,578 5% 131,043,802 4,443,189 135,486,991 84,420,587Plant & Machinery 1,027,431,008 - 1,027,431,008 10% 851,767,173 17,566,384 869,333,557 158,097,452Generator, Sub-station & Electric Installation 23,815,101 - 23,815,101 10% 17,516,632 629,847 18,146,479 5,668,622

Gas Installation 10,521,214 - 10,521,214 10% 9,263,383 125,783 9,389,166 1,132,048Furniture & Fixtures 16,421,027 51,000 16,472,027 15% 13,607,395 429,695 14,037,090 2,434,937Factory Equipments 22,103,024 219,700 22,322,724 10% 14,467,796 785,493 15,253,288 7,069,436

Deep Tube Well & Tanks 6,525,371 - 6,525,371 10% 3,261,969 326,340 3,588,309 2,937,062

Office Equipments 15,247,286 101,940 15,349,226 10% 10,748,738 460,049 11,208,787 4,140,439

Vehicle 50,503,202 50,503,202 20% 47,236,832 653,274 47,890,106 2,613,096

Balance as on June 30, 2020 1,918,254,810 372,640 - 1,918,627,450 1,098,913,720 25,420,053 1,124,333,773 794,293,678

Balance as on June 30, 2019 1,905,248,018 13,006,792 - 1,918,254,810 1,070,854,974 28,058,747 1,098,913,720 819,341,090

Depreciation during the year has been charged to the accounts in the following manner:

Cost of Production 24,530,309Administrative and Selling Expenses 889,744

25,420,053

During the yearAs at '01 July 2019

Addition during the year

APEX WEAVING & FINISHING MILLS LTD

2. SCHEDULE OF FIXED ASSETS:

Cost DepreciationAs at 30 June

2020As at 30 June 2020As at '01 July

2019




Page 38

03. INVENTORIES: 2019-2020 2018-2019

Yarn 62,015,545 61,875,776Greige Fabrics 131,035,076 133,002,163Work-In-Process 19,419,026 20,007,026Finished Goods 16,428,226 16,881,826Film, Screen & Engraving Materials 560,971 596,971Dyes & Chemicals 43,433,324 45,024,802Spare Parts & Stores 3,309,884 4,513,208Packing Materials 729,323 813,389

276,931,375 282,715,161

& members of external auditors.

04. SUNDRY DEBTORS: 2019-2020 2018-2019

Home Textiles Ltd. 130,953,740 152,157,729Sattar Textile Mills Ltd. 14,309,546 14,840,546B.J. Bed Co. Ltd. 1,011,064 889,655Rafiate Textile 2,079,928 2,223,928Tisha Fabrics 205,723 3,741Yeamin Bastro Bitan 1,297,053 2,785,148Others 12,638,519 13,534,352

162,495,573 186,435,099

05. BILLS RECEIVABLE: 41,043,550 55,943,534

06.

6.01

ADVANCES, DEPOSITS & PRE-PAYMENTS: 2019-2020 2018-2019

Advance Against Rent-Bana Shilpo Bhaban 22,519 22,519Dhaka Palli Biddhut Samity (Sec.Dep.) 4,519,571 4,519,571Titas Gas Co. Ltd. (Security Deposit) 4,232,450 4,232,450Margin in Bank Guarantee 1,603,811 1,603,811Advance Income Tax 14,513,376 14,693,635Lanka Bangla Finance Ltd. - 28,533Factory Advance 974,697 947,761International Leasing & Finance Services Ltd. - 278,900Advance Against Salary 1,191,418 1,419,267Other Advances 871,838 1,308,338Advance Against Rent - Mr. Munir 40,000 40,000

27,969,680 29,094,785

- Security Deposit are made with Statutory Bodies and hence secured.- Advance against salary is realized regularly from the concerned staff.- Other advance includes regular supply of spare parts & chemicals and subsequently adjusted.

- Inventories at 30th June, 2020 are valued at lower of average cost and net realizable value.

- The inventories are collateralised against short term loan.

Figures in Taka

- This represents the net amount receivable from related parties and others and is considered good andsubsequently realized and realizable.

- This represents the amount receivable against export bills and the amount has been realized subsequently.

- In the opinion of the Directors, all of the loans and advances have on realization, in the ordinary course of business, a value at least equal to the amounts at which they are stated in the Balance Sheet.

- Physical verification of the Stock was carried out by Inventory Team consisting of Management Staff


Advance Imcome Tax:

Opening Balance 14,693,635 14,693,635Add. Advance Tax during the year During the year 619,147 -

15,312,782 14,693,635Less: Adjustment during year - -

15,312,782 14,693,635



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07. CASH & BANK BALANCES: 2019-2020 2018-2019

Cash in Hand 32,699 541,056Cash at Bank 11,357,231 11,351,457-(i) In Current Accounts 413,762 410,131-(ii) In STD Accounts 246,369 244,226-(iii) In FDR Account 10,697,100 10,697,100

11,389,930 11,892,513- Cash in hand was physically verified by the Management & Audit Staff. Bank balance was reconciled and confirmed.

08. SHARE CAPITAL: 2019-2020 2018-2019

Authorised Capital75,000,000 Ordinary Shares @ Tk. 10 each 750,000,000 750,000,000

Issued, Subscribed & Paid-up Capital38,850,000 Ordinary Shares @ Tk. 10 each 388,500,000 388,500,000

388,500,000 388,500,000

The Percentage of Shareholding: No. of Shares Percentage %Sponsors 9,105,310 23.44Foreign Investors 3,000 0.01Investment Corporation of Bangladesh 6,937,110 17.86Financial Institution 2,520,680 6.49General Public 20,283,900 52.21

38,850,000 100.00- The Company has 2 (Two) non-resident shareholders, details are as follows:Name Folio No. No. of Shares held

00016 1,500 2. Smith New Court (F.E.) Ltd. 00019 1500

Range of holding No. of Shareholders No. of Shares Holding %Less than 500 Shares 5135 658,090 1.69500 to 5,000 Shares 4692 6,710,720 17.275001 to 10,000 Shares 387 4,223,140 10.8710,001 to 20,000 Shares 164 2,487,470 6.4020,001 to 30,000 Shares 65 1,830,480 4.7130,001 to 40,000 Shares 27 863,970 2.2240,001 to 50,000 Shares 33 1,564,570 4.0350,001 to 100,000 Shares 68 5,177,030 13.33100,001 to1,000,000 Shares 25 7,643,370 19.67Over 1,000,000 Shares 3 7,691,160 19.80Total 10599 38,850,000 100.00

09. LONG TERM LOAN (SECURED): 2019-2020 2018-2019

Sonali Bank Limited, Local Office, Dhaka 1,343,534,476 998,569,705Long Term Lease Liability - -

1,343,534,476 998,569,705

The Project Loan has been sanctioned vide letter no. LO/ICD/5308dt, 11/9/96by Sonali Bank, Local Office,Dhaka.The loan is fully secured against Fixed & Floating charges of Land, Building, and Plant & Machinery of theCompany.

Taka 1,216,778,042.01reschedule for 10 years vide section letter no - 1376 date 30.12.2019, sonali bank limited, local office, dhaka as per BRPD circular No- 05/2019 dated 16/05/2019.

The distribution schedule showing the number of shareholders and their shareholding in percentage as on June30, 2020 is as follows:

Project loan (BMRE)was sanctioned by Sonali Bank, Local Office,Dhaka for Tk.61,700,000/-for 7 years. Quarterlyrepayment was started from March 2006.

1. HSBC Int’s trustee Ltd.




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10. SHORT TERM BANK LOAN (SECURED): 2019-2020 2018-2019

Project loan (Block) - -Cash Credit(Hypothecation)Sonali Bank - 269,277,305Cash Credit (Pledge) -Sonali Bank - 11,852,002

- 281,129,307

11. TRADE CREDITORS: 2019-2020 2018-2019

Dyes & Chemical 131,005,118 122,714,491Packing Materials 41,511,708 43,604,157Weaving Charges 2,426,272 2,426,272Stitching Accessories 162,377 228,227Maintenance & Spares 12,823,192 14,501,522Insurance 1,424,153 1,424,153Dyeing & Printing 8,761,898 3,761,898Others 314,838 492,123

198,429,556 189,152,843

12. L/C LIABILITIES: 24,477,630 51,497,965

13. SUNDRY CREDITORS: 2019-2020 2018-2019

Salaries & Wages 17,946,578 14,669,854Directors' Remuneration 8,200,000 4,700,000Legal & Professional Fees 563,715 200,000Electricity & Wasa Charges 2,901,513 1,373,008Gas Charges ( Factory) 22,459,501 8,430,090Audit Fees 110,000 110,000Bana Shilpo Bhaban - Rent & Utilities 3,635,044 2,214,386

55,816,351 31,697,338

- Most of the above expenses have been paid subsequently on due dates.

14. OTHER LIABILITIES: 2019-2020 2018-2019

Fractional Stock dividend payable 393,864 393,864Dividend payable 23,944,774 23,947,924Income Tax Payable 1,406,182 1,486,701Bank Interest Payable 87,812,914 177,273,378Refund warrant 194,000 194,000

113,751,734 203,295,867

14.01 Income Tax Payable 2019-2020 2018-2019Opening Balance 1,486,701 810,269Add: Provision during the year 500,628 676,432

1,987,329 1,486,701Less: Adjustment for F.Y 2013-2014 581,147 -

1,406,182 1,486,701

- In the opinion of the Directors, no liabilities in the Balance Sheet are at a value less than the amount ofwhich it is repayable at the date of Balance Sheet.

- This represents deferred L/Cs with maturity after 150 days to 180days opened at Bank, in favour of suppliers ofraw materials.

- Dividend payable, Refund warrant issued but not presented for collection to the bank by the shareholders.




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15. TURNOVER: 138,010,590 187,372,524

16. COST OF GOODS SOLD: 2019-2020 2018-2019

Opening WIP 20,007,026 20,595,026Add: Raw Material Issued (Note-17) 65,533,434 107,685,576

85,540,460 128,280,602Less: Closing WIP 19,419,026 20,007,026

Raw Materials Consumed 66,121,434 108,273,576Packing Materials Consumed(Note-18) 2,778,253 5,363,708Spare Parts Consumed (Note-19) 2,627,785 3,090,784

71,527,472 116,728,068Manufacturing Overhead (Note-20) 70,970,544 77,682,834

142,498,016 194,410,902Depreciation Allowances (Note-2) 24,530,309 27,062,385

Cost of Production 167,028,325 221,473,287Add: Opening Stock of Finished Goods 16,881,826 17,335,426

183,910,151 238,808,713Less: Closing Stock of Finished Goods 16,428,226 16,881,826

Cost of Goods Sold 167,481,925 221,926,887

17. RAW MATERIAL ISSUED: 2019-2020 2018-2019Opening StockYarn 61,875,776 63,636,007Fabrics 133,002,163 135,869,250Dyes & Chemicals 45,024,802 46,616,280Screen & Engraving 596,971 632,971

240,499,712 246,754,508Add-PurchaseYarn 35,057,038 67,542,490Fabrics 11,567,084 15,035,325Dyes & Chemicals 14,196,896 17,374,500Screen & Engraving Materials 1,257,620 1,478,465

62,078,638 101,430,780Less-Closing StockYarn 62,015,545 61,875,776Fabrics 131,035,076 133,002,163Dyes & Chemicals 43,433,324 45,024,802Screen & Engraving Materials 560,971 596,971

237,044,916 240,499,71265,533,434 107,685,576

18. PACKING MATERIALS CONSUMED: 2019-2020 2018-2019

Opening Stock 813,389 897,455Add: Purchase 2,694,187 5,279,642

3,507,576 6,177,097Less-Closing Stock 729,323 813,389

2,778,253 5,363,70819. SPARE PARTS CONSUMED: 2019-2020 2018-2019

Opening Stock 4,513,208 5,716,532Add: Purchase 1,424,461 1,887,460

5,937,669 7,603,992Less-Closing Stock 3,309,884 4,513,208

2,627,785 3,090,784

Foreign exchange earning during the period under review for the export of home textile items .




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20. MANUFACTURING OVERHEADS: 2019-2020 2018-2019

Salaries & Wages 33,476,288 36,287,958Gas Charges 29,157,396 30,892,794Electricity & Wasa Charges 5,618,888 6,863,623Fuel & Lubricants 487,981 582,413Consumable Stores 190,000 221,349Carriage Inward 196,090 234,835Carriage Outward 269,300 372,000Freight & Forwarding 497,502 839,760Maintenance Expenses 787,376 1,071,325Stitching Accessories 289,723 316,777

70,970,544 77,682,834

The employees who received salaries & wages during the period under review are as follows:No. of Employees Taka

Below Tk. 36,000 p.a - -Above Tk. 36,000 p.a 412 33,476,288

412 33,476,288

21. ADMINISTRATIVE & SELLING EXPENSES: 2019-2020 2018-2019

Salaries & Allowances 7,098,000 7,252,776Directors' Remuneration 8,400,000 8,400,000Advertisement 14,175 17,445AGM Expenses 233,830 279,490Audit Fees 110,000 110,000Depreciation Allowances 889,744 996,362Electricity & Wasa Charges 418,163 737,346Entertainment 38,965 16,181Fees & Renewals 145,210 173,875Legal & Professional Fees 292,000 205,000Laboratory Testing Fees 15,254 30,042Medical Expenses 80,687 72,017News paper & Periodicals 8,620 14,273Loading & Unloading 600 -Postage & Stamps 123,975 177,048Printing & Stationery 127,060 149,195Rent, Rates & Taxes 2,412,334 2,806,110Repairs & Maintenance 117,716 113,907Sales Promotion Expenses (Local & Abroad) 242,767 328,441Sample Expenses 110,141 153,778Staff Fooding 315,744 306,383TA & Conveyance 107,876 115,876Telephone & Fax Charges 105,514 95,250Uniform & Liveries 27,260 16,400Miscellaneous Exp 23,000 -Vehicle Maintenance 500,052 493,119

21,958,687 23,060,314The employees who received salaries & wages during the period under review are as follows:

No. of Employees 2019-2020Below Tk. 36,000 p.a - -Above Tk. 36,000 p.a 21 7,098,000

21 7,098,000Director Remuneration paid to the Director for their full time service rendered are:

No. of Employees TakaBelow Tk. 36,000 p.a 58 102,758Above Tk. 36,000 p.a 586 29,376,535

29,479,293



Name Designation 2019-2020 2018-2019

Md. Harun-Ar-Rashid Managing Director 6,000,000 6,000,000Md. Aminur Rashid Director 1,200,000 1,200,000Mrs. Effat Rashid Director 1,200,000 1,200,000

8,400,000 8,400,000

22. FINANCIAL EXPENSES: 2019-2020 2018-2019Bank Interest - -Bank Charges 1,087,325 1,872,425

1,087,325 1,872,425

23. RELATED PARTY TRANSACTIONS:

Name of Related Party Nature of Transaction 2019-2020 2018-2019

Home Textiles Ltd. (Dr.) Associate Deemed Export 130,953,740 152,157,729Sattar Textile Mills Ltd. (Dr.) Associate Deemed Export 14,309,546 14,840,546Apex Accessories Ltd. (Cr.) Associate Accessories Purchase 34,947,707 36,537,599

24. DEFERRED TAX LIABILITIES: 2019-2020 2018-2019

Book Value of Depreciable Assets 268,513,678 293,561,091Less: Tax Base 63,437,848 77,350,388Net Taxable Temporary Difference 205,075,831 216,210,703Effective Tax Rate 13.75%Deferred Tax Liability 28,197,927 29,728,972

Deferred Tax (Expense)/Income:Opening Deferred Tax Liability 29,728,972 31,170,829Closing Deferred Tax Liability 28,197,927 29,728,972Deferred Tax (Expense)/Income 1,531,046 1,441,857

25 Contingent Liability:

SL

1

2

3

4

5

6

A.Y.

The company has carried on transaction with related parties in the normal course of business and on arm’s length basis. The name of related parties and nature of these transactions have been set out in accordance with the provision of IAS 24: Related-Party Disclosures.

2014-2015

Apex Weaving & Finishing Mills Limitedhas contingent liability total Tk 344,549,717against tax for the A.Y 2013-2014,2014-2015,2015-2016,2016-2017,2017-2018& 2018-2019Which was claimed by large Tax payer unit (LTD),Dhaka . Details of current status are given bellow:

2013-2014

2015-2016

12,455,513

18,790,411

169,820,607

Remarks

99,992,017

21,143,101

22,348,068

Under Process of Appeal to AppellateTribunal Dhaka.


Tax liabilities

2016-2017

2017-2018

2018-2019

344,549,717

of Taxes (Appeal), Appeal Zone-02, Dhaka.

Total Tax Liabilities


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Under Process of Appeal to HonorableHigh Court DivisionUnder Process of Appeal to HonorableHigh Court Division

Under Process of Appeal to Commissioner




Relationship


Page 44

26. GENERAL:i) There has no claim against the Company not acknowledged as debt at the date of Balance Sheet.ii) During the period, the Board of Directors of the Company held 06 (Six) Board Meetings but no allowances were received by themselves.iii) There is no any other general nature of credit facilities available to the Company under any contract and not availed of at the date of Balance Sheet.iv) There are no expenses incurred in foreign exchange on account of royalty, technical experts, professional & advisory fees, interest etc.v) There is no amount of foreign exchange earnings on account of royalty, technical experts, professional & advisory fees, interest & dividend etc.vi) Auditors are paid only statutory audit fee approved by the Shareholders in the last Annual General Meeting.vii) The Company has no aggregate amount of contract for capital expenditure to be executed and not provided for in the accounts.

viii) No dividend was remitted in foreign currency during the year under audit no dividend were declared during the year.ix) No amount of money was spent by the Company for compensating any member of the board for special service rendered.x) Capacity of the industrial undertaking, actual production and reasons for shortfall are as follows:- Due to low gas pressure.- Due to non availability of banking facilities for working capital.- Frequent breakdown of machineries.- Lockdown for Covid-19

Productions Unit Total Actual Production % of ProductionPrinted & Dyed Fabrics Sq.Metre 56,997,714 7,525,253 13.20%

xi) All shares have been fully called & paid up.xii) There was no Preference Share issued by the Company.xiii) There was no bank guarantee issued by the Company on behalf of their Directors or the Company itself except bank loan.

_________________ __________________ _______________ _____________

Mrs. Anarkoli Rashid Md. Harun-Ar-Rashid Md. Shahidulla Md. Serajul IslamChairman Managing Director Chief Financial Officer Company Secretary



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APEX WEAVING & FINISHING MILLS LTD