S. ALAM COLD ROLLED STEELS LTD. S. Alam Cold Rolled Steels Limited is the «‘agship company of S. Alam

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  • S. ALAM COLD ROLLED STEELS LTD.

    ANNUAL REPORT 2018-19

  • 1. Performance at a Glance for 2018-19 3

    2. Company Pro�le 4

    3. Corporate Information 5

    4. Management Apparatus 6

    5. Letter of Transmittal 7

    6. Notice of the 19th Annual General Meeting 8

    7. Message from the Chairman 10

    8. Directors Pro�le 11

    9. Directors’ Report 13

    10. Certi�cation on Financial Statements by MD & CFO (Annexure A) 19

    11. Certi�cate on Compliance of Corporate Governance (Annexure B) 20

    12. Status of Compliance with Corporate Governance Code (Annexure C) 21

    13. Management Discussion and Analysis (Annexure-D) 29

    14. Key Operating and Financial Data for the Last Five Years (Annexure-E) 33

    15. Discussion on Cost of Goods Sold (Annexure-F) 34

    16. Segment Wise/Product wise Performance (Annexure-G) 34

    17. Risks & Concerns (Annexure-H) 35

    18. Pattern of Shareholding (Annexure-I) 37

    19. Report of the Audit Committee 38

    20. Report of the Nomination and Remuneration Committee 40

    21. Pictorial View of Board Meeting and 18th Annual General Meeting 41

    22. Auditors’ Report and Audited Consolidated Financial Statements-SACRSL 43

    23. Auditors’ Report & Audited Financial Statements-SACRSL (Individual) 80

    24. Directors’ Report - S. Alam Power Generation Ltd. 117

    25. Auditors’ Report & Audited Financial Statement-SAPGL 118

    26. Proxy Form & Attendance Slip 135

    ANNUAL REPORT 2018-192018-19

    Co nt

    en ts

  • 2nd Quarter 3rd Quarter Final EPS1st Quarter 0

    0.2

    0.4

    0.6

    0.8

    1.0

    1.4

    1.2 2018-2019

    2017-2018

    2017-20182018-2019 0

    50

    100

    150

    PROFIT AFTER TAX (in Million)

    2017-20182018-2019

    120.73 100.29581.92

    805.76

    0

    500

    1000

    GROSS PROFIT (in Million)

    2017-20182018-2019

    3806.74

    5170.82

    0

    2000

    4000

    6000

    RVENUE (in Million)

    .41 .33 .35

    .61

    .74

    1.05

    1.25

    .22

  • S. Alam Cold Rolled Steels Limited is the �agship company of S. Alam Group, a well-established business conglomerate of the country, operating in the business of steel manufacturing (hereinafter referred to as SACRSL) was incorporated on December 12, 2000 as a Public Limited Company vide certi�cate No. 3842 of 2000 under the Companies Act 1994. The registered o�ce of the Company is located at S. Alam Bhaban, 2119 Asadgonj, Chattogram while factory is situated at Kalarpool, Shikalbaha, Patiya, Chattogram. The company has been set up to manufacture C.R. Steel Strip in the coils/sheets with 6-HI, CVC reserving cold rolling mill having an installed capacity of 120,000 MT per annum, started its commercial operation on 16th February 2004. Afterward, in order to meet the increasing demand of non-oxide furnace (NOF) type GP/CI sheet throughout the world and in this region, S. Alam Cold Rolled Steels Limited set up a NOF type continuous Galvanizing Line (CGL) with CTL plant for production of GP/CI sheets with most modern and economic technology consuming the C.R Coils produced by the company. Annual Installed Capacity of the NOF Plant is 72,000 M. Ton.

    The company is pioneer in steel industry and well known for its galvanized plain sheet and galvanized corrugated iron sheet which are mainly used in construction industry (roo�ng and cladding of houses and industrial sheets), agriculture and outdoor application also.

    The Authorized Capital of the Company is Taka 350,00,00,000 divided into 35,00,00,000 ordinary shares of Tk. 10/- each. Paid up capital of the company is Taka 98,37,11,000 divided into 9,83,71,100 ordinary shares of Tk. 10/- each.

    With a view to maximizing shareholders bene�t and ensure uninterrupted electric supply, the company established its subsidiary- S. Alam Power Generation Limited having 17MW Capacity power plant which was incorporated as a private limited company on April 09, 2009 with 70% of its Equity held by this company. The objectives among others to set up, operate and run a captive and/or independent power plant to produce and supply electricity.

    COMPANY PROFILE S. ALAM COLD ROLLED STEELS LIMITED

    of

  • Legal Status A public limited company incorporated in Bangladesh on 12th December, 2000 under the Companies Act 1994 and enlisted with Dhaka Stock Exchange Limited & Chittagong Stock Exchange Ltd.

    Commencement of Commercial Production 16th February, 2004

    Date of Listing with DSE & CSE 16th May, 2006

    Factory Kalarpool, Shikalbaha, Patiya, Chattogram

    Corporate & Registered O�ce S. Alam Bhaban, 2119 Asadgonj, Chattogram Phone : +887-031-636649, 636997, 611426, 611195, 638258 E-mail : sharedivision@s.alamgroupbd.com Website : www.s.alamgroupbd.com

    Liaison O�ce Sharif Mansion (6th Floor) 56-57, Motijheel C/A, Dhaka Phone: 02-9560631

    Authorized Capital Taka 350 Crore

    Paid up Capital Taka 98.3711 Crore

    Product Variety C. R. Coil Plant - C. R Coil NOF Plant - C. I Sheet & G. P Sheet

    Annual Installed Capacity C. R. Coil Plant - 1, 20,000 M. Ton NOF Plant - 72,000 M. Ton

  • BOARD OF DIRECTORS

    Mr. Abdus Samad Chairman Mr. Osman Goni Managing Director Mr. Mohammed Saiful Alam Director Mr. Md. Ra�que Ullah Director from ICB’s Nominee (Institutional Investors) Mr. Sampad Kumar Basak FCA Independent Director

    AUDIT COMMITTEE

    Mr. Sampad Kumar Basak FCA Chairman Mr. Mohammed Saiful Alam Member Mr. Md. Ra�que Ullah Member

    NOMINATION AND REMUNERATION COMMITTEE

    Mr. Sampad Kumar Basak FCA Chairman Mr. Mohammed Saiful Alam Member Mr. Abdus Samad Member

    COMPANY SECRETARY

    Mr. Md. Shohel Amin ACS Company Secretary (In-Charge)

    SENIOR CORPORATE OFFICIALS

    Mr. Subrata Kumar Bhowmick FCA Executive Director (Finance) Mr. Moshiur Rahman General Manager (Factory) Mr. Md. Delwar Hossain FCA Chief Financial O�cer Mr. Shimul Nandy Head of Internal Audit and Compliance

    STATUTORY AUDITOR M/s. Rahman Mostafa Alam & Co. Chartered Accountants

    CORPORATE GOVERNANCE PROFESSIONAL M/s. Hoda Vasi Chowdhury & Co. Chartered Accountants

    PRINCIPAL BANKER Rupali Bank Ltd. Islami Bank (Bangladesh) Ltd. Janata Bank Ltd. Export Import Bank of Bangladesh Ltd.

    INSURER Northern General Insurance Co. Ltd.

    EXTERNAL CREDIT ASSESSMENT INSTITUTION Alpha Credit Rating Limited

  • Date: December 05, 2019

    The Hon’ble Shareholders Bangladesh Securities & Exchange Commission The Registrar of Joint Stock Companies & Firms The Dhaka Stock Exchange Limited The Chittagong Stock Exchange Limited

    Dear Sir(s),

    Annual Report for the year ended 30th June 2019.

    We are pleased to transmit a copy of the Annual Report 2018-19 together with the audited consolidated �nancial statements of S. Alam Cold Rolled Steels Limited and its subsidiary, individual audited �nancial statements of S. Alam Cold Rolled Steels Limited and its subsidiary S. Alam Power Generation Limited comprising the statement of �nancial position as at 30th June, 2019 and the statement of comprehensive income, statement of changes in equity and statement of cash �ows for the period then ended along with notes thereon along with the Directors’ Report and the Audit Committee Report for your information and record.

    Yours sincerely,

    Md. Shohel Amin ACS Company Secretary (In-charge)

  • NOTICE OF 19TH ANNUAL GENERAL MEETING

    Notice is hereby given that the 19th Annual General Meeting of S. ALAM COLD ROLLED STEELS LIMITED will be held on Monday, the 06th January, 2020 at 10.30 A.M. at Chittagong Club Limited, S. S. Khaled Road, Chattogram to transact the following businesses:

    A G E N D A 1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended June 30, 2019 together

    with the Reports of the Board of Directors and the Auditors thereon.

    2. To declare and approve dividend for the year ended June 30, 2019.

    3. A) To elect/re-elect the Directors of the company.

    B) To approve the appointment of Managing Director.

    4. A) To appoint Auditors for the year 2019-20 and �x their remuneration.

    B) To appoint professional for Certi�cation on Compliance of Corporate Governance Code for the year 2019-20.

    Special Business:

    5. To consider, pass and adopt the following resolution as SPECIAL RESOLUTION of the Company with or without modi�cation:

    RESOLVED that: a) The Article as appearing in the existing Articles of Association of the company as depicted hereunder in column one, be and is

    hereby substituted and replaced with a new Article set opposite thereof in column two:

    b) and that consequent upon the aforesaid amendments in the existing Articles of Association of the company, a new Articles of Association containing Articles 1 to 138 duly amended as above, in substitution for and in exclusion of the existing Articles of Association be and are hereby adopted, which shall henceforth be the Articles of Association of the company and a copy of which shall be submitted to the o�ce of the Registrar of Joint Stock Companies & Firms, Government of Bangladesh, Chattogram Division, Chattogram as Annexur