Annual Report 2016 2017 - delta-spinners.com · Compliance Report as per BSEC Notification Annexure...

Annual Report

2016 – 2017

2

Table of Contents

Notice of the Thirty-Seventh Annual General Meeting 3

Particulars of the Company 4

Report of the Directors (in English) 5

Report of the Directors (in Bangla) 11

Compliance Report as per BSEC Notification Annexure – I

(Report Under Condition No. 7.00)

The Pattern of Shareholdings Annexure – II

Audit Committee Report Annexure – III

Certificate from Professional Accountant Annexure – IV

Certificate from Bangladesh Association of Annexure – V

Publicly Listed Companies

Auditors’ Report to the Shareholders

Consolidated Statement of Financial Position

Statement of Comprehensive Income

Consolidated Statement of Cash Flow

Statement of Changes in Share Holders’ Equity

Notes to the Financial Statements

Audited Accounts of the Subsidiary Company

Proxy Form and Attendance Slip

3

Notice of 37th Annual General Meeting

Notice is hereby given that the 37th Annual General Meeting of the shareholders of Delta

Spinners Limited will be held at the Registered Office of the Company situated at its factory

premises at Kaltapara, Gouripur, Mymensingh on Saturday, the 30th December, 2017 at 11:30

a.m. to transact the following businesses:

A G E N D A :

1. To confirm the proceedings of the 36th Annual General Meeting held on the 20th December, 2016.

2. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 30th June, 2017 together with the report of Auditors and Directors thereon.

3. To declare a Dividend as recommended by the Board of Directors.

4. To elect Directors.

5. To appoint Auditors for the year 2017-2018 and to fix their remuneration.

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

Dated, Dhaka

The 28th October, 2017

by Order of the Board

Sd/- Masudur Rahman

Executive Director & Company Secretary

Notes :

1. The “RECORD DATE” for AGM will be 19th November, 2017.

2. Any shareholder of the Company entitled to attend and vote may appoint another shareholder as

his/her Proxy. The Proxy Form must be stamped with revenue stamp of Tk. 10.00 and be deposited at

the Registered Office or at the Corporate Office of the Company not later than 48 hours before the

time appointed for the Meeting.

Registered Office & Factory : Kaltapara, P.O. Bishka, P.S. : Gouripur, Mymensingh

Corporate Office : 254-B Khilgaon Chowdhury Para, Dhaka 1219

4

Delta Spinners Limited Particulars of the Company

The Board of Directors :

Mr. R A Howlader Chairman

Mr. Mostafa Jamal Haider Managing Director

Mrs. Dina Jabin Director

Mr. Md. Khalid Hossain BDBL Director Nominated by Bangladesh Development

Bank Limited (BDBL)

Mr. Md. Shamsul Haque Independent Director

Company Secretary :

Mr. Masudur Rahman Executive Director & Company Secretary

Chief Financial Officer :

Mr. Ziaur Rahman Chief Financial Officer

Bankers :

Agrani Bank Limited, Amin Court Branch 62-63, Motijheel C.A., Dhaka 1000 Agrani Bank Limited, Choto Bazar Branch Mymenshing

Southeast Bank Ltd., Corporate Branch 52-53 Dilkusha C.A., Dhaka-1000

Export Import Bank of Bangladesh Ltd., Motijheel Branch 56-57, Motijheel C.A., Dhaka 1000 Bangladesh Development Bank Limited 8, Rajuk Avenue, Dhaka 1000

Sonali Bank Limited, Shambhugonj Branch Mymensingh

Auditors :

M/s Mahfel Huq & Co. Chartered Accountants

BGIC Tower (4th Floor)

34, Topkhana Road, Dhaka 1000

Registered Office & Factory :

Kaltapara, P.O. Bishka P.S. Gouripur, Mymensingh

Corporate Office :

254-B Khilgaon Chowdhury Para

Dhaka 1219

5

Delta Spinners Limited

THIRTY-SEVENTH ANNUAL GENERAL MEETING OF THE COMPANY

Report of the Directors

TO THE SHAREHOLDERS

Bishmillahir Rahmanir Rahim

Assalamu Alaikum

I, on behalf of the Board of Directors of our Company welcome you all to this Thirty-seventh Annual

General Meeting. It is a great pleasure to note that you have kindly made it convenient to attend this meeting.

I shall now present the operational performances of the Company for the year 2016-2017.

PRODUCTION PERFORMANCES OF 2016-2017

The main product of the Company is cotton yarn. In the table below, year-wise production of the factory and

its capacity utilization figures for the five years from 2012-2013 to 2016-2017 have been furnished. From

the year 2012-2013, the Company shifted its production program towards higher counts of yarn which automatically reduces actual production quantity because spinning machinery utilizes higher machine

capacity to produce higher counts. Thus during the years 2012-2013 & 2013-2014, the production figures

though show lower quantity, but in reality, the capacity utilization had been higher. It is to be stated here that

the operational performance during the second and third quarters of the financial year 2014-2015 was significantly low due to political turmoil that prevailed in the country. During the period of second to fourth

quarter of the financial year 2015-2016, the capacity utilization came down due to the fact that many

production machineries had to be laid down for replacement with better parts, as the factory underwent BMRE process. Consequently, capacity utilization had been about 79%. The production figure, however, did

not come down as because of production of medium count of yarn during the year. During the year under

review, i.e., during 2016-2017 the capacity utilization has increased to 83%, i.e., by 4% from the previous year. But due to further shifting to higher counts of yarn, the absolute production figure shows marginal

increase. In the table below, actual production as well as capacity utilization has been shown to provide a

comparative picture of production performance during the last five years.

Year-wise Production of Cotton Yarn

Year Production Quantity Actual (in lac kg)

Capacity Utilization (in %)

2016-2017 25.83 83%

2015-2016 25.36 79%

2014-2015 24.80 82%

2013-2014 24.98 91%

2012-2013 25.39 93%

RAW MATERIALS UTILIZATION

The cost of raw material consumed during the year has increased due to higher capacity utilization. I shall

request you to kindly refer to the Sl. No. 24.01 of the Notes to the Accounts to review the raw material consumption and procurement during the period under review. The Company has been procuring raw

material from local market mostly on the basis of immediate requirement so that in case of any big fall of

price of raw cotton in the international market, it would not get stuck-up with a big stock of high valued raw material. We have seen in the recent past occurrence of such unfortunate situations in case of some other

spinning mills.

6

FINANCIAL PERFORMANCE

The consolidated financial results for the year 2016-2017 are shown as below along with the previous four

years’ performance : (consolidated wherever is applicable)

COMPARATIVE FINANCIAL RESULTS OF THE COMPANY

Taka in `000’ wherever is applicable

Description 2016-2017 2015-2016 2014-2015 2013-2014 2012-2013

Turnover 1.077,548 1,073,216 1,348,800 1,663,987 1,665,803

Cost of Goods Sold 921,169 920,020 1,148,434 1,394,571 1,396,103

Gross Profit 156,378 153,196 200,366 269,416 269,700

Operating Expenses: 111,360 133,357 168,043 174,388 195,850

Net Profit before WPP 45,018 19,839 32,323 95,039 73,857

Net Profit before tax 57,976 55,235 80,533 90,558 70,382

Net profit after tax 43,716 46,773 72,149 65,005 47,893

EPS* 0.29 0.31

0.52

0.82

1.04

NAV Per Share * (including revaluation)

14.41 15.50 15.93

27.26 26.82

NOCFPS* 0.70 2.41 1.23 2.98 (0.05)

* Calculation of EPS, NAV Per Share and NOCFPS for the years 2013-2014, 2014-2015 and 2015-2016

have been adjusted due to increase of share capital by Tk. 91.73 crores in September, 2014 (Rights

Share) and crediting of stock dividend of Tk. 13.76 crores in January, 2017. The EPS for those years

have also been adjusted accordingly.

COST OF GOODS SOLD, GROSS PROFIT, NET PROFIT, EPS, NAV, NOCFPS AND

SIGNIFICANT DEVIATIONS FROM THE LAST YEAR’S OPERATING RESULTS

During the year 2016-2017, the sales turn-over remained almost same compared to the previous year. As

stated in the previous paragraphs, the production, though increased to some extent, but the market price was

no better than the previous year and hence the static turn-over inspite of higher sales quantity in kgs.

The Company did a limited trading operation of its subsidiary company, namely, Delta Ceramics Limited.

The subsidiary company also contributed, though marginally, to the net profit of its parent company, i.e.,

Delta Spinners Limited.

While a substantial amount of Taka Three & half crores was earned as bank interest on FDRs during the last

financial year, the amount decreased in the current year due to utilization of the fund for the Export Oriented Unit.

INDUSTRY OUTLOOK AND POSSIBLE FUTURE DEVELOPMENTS

The textile industry in Bangladesh is one of the most important sectors. It is the largest employer in the

country. The export earnings from readymade garments (RMG), knit products and other textile items

7

constitutes about 80% of the total export products of the country. More than 90% of the domestic

requirements of cloth are met by local production.

Delta Spinners Limited is a textile spinning mill and the local spinning factories meet the substantial portion

of demand of yarn by the textile & knitting factories of the country. There is still a shortfall in the supply of

higher quality/specialized yarn which is met by imports.

The future prospect of the spinning industry in our country can no doubt be termed as bright. Textile

spinning industry meets the basic raw material requirements of RMG sector. The readymade garments & knitting factories are labour-intensive and the cost of labour is comparatively low in Bangladesh than other

major readymade garments exporting countries. To take advantage of this lower wages leading to lower cost

of production, the RMG sector is expanding and new spinning factories are still being set up in Bangladesh to meet their raw material requirements.

The increase in the volume of exports of readymade garments & knit products will lead to the increased

demand for local fabrics and naturally of yarn. Besides, with the increase in the population and per capita income, the domestic demand for cloths will continue to increase.

So, the demand for the yarn will rise with the increase in the demand for cloths / fabrics for export and

domestic markets. If the capacity for production of yarn is not enhanced, the shortfall will have to be met by

import involving huge amount of foreign exchange. So, obviously our home made cotton yarn industries have a bright prospect.

RISKS AND MANAGEMENT PERCEPTION

Quite naturally, all business houses operate under some risks, both internal and external. Some of the risks of

the Company and the management perception towards them may be discussed as below:

The textile spinning industry is competitive and our Company is competing with a large number of other

spinning mills within the country. The global textile trade is now almost free from quota restriction and our textile industry is now facing competition from India, China, Sri Lanka, Indonesia, Vietnam, Pakistan, etc.

which are quite strong in the production of textile goods. Especially, if the Western buyers come-up with

incentive schemes to some eastern countries to augment their production capacity, Bangladesh may face severe competition in RMG sector in the near future.

The spinning industry is fully dependent on import of raw cotton, the main raw material. There is an occasional ups & downs in the price of raw cotton in the international market which puts this industry in

trundle.

Sometimes, our Company faces market risks due to adverse market condition such as falling demand leading

to fall in sales prices affecting sales and profitability.

The Company may face technology related risks due to the innovation of new and cost-effective technology which may make obsolete the current technology of the Company having negative impact.

Any abrupt and adverse changes in the taxation policy and rules adopted by any regulatory organizations of

the Government may pose risks for the Company. The performance of the Company may be affected by the political and economic instability both in Bangladesh & worldwide.

Downturn of economic activity or uncertainty in the economy may cause lower demand for the products of the industry. Shortage of gas / power supply, labour unrest, natural calamities such as flood, cyclone & earth

quake may disrupt the production of the Company with adverse impact on the profitability of the Company.

The political scenario may become volatile again and if it happens, economic activities of the country may

suffer and the textile sector would be no exception.

8

MANAGEMENT PERCEPTION TOWARDS RISKS

The management of the Company is well-aware of the above risks and is constantly taking steps to avoid

those risks and to minimize their adverse impacts on the Company. Some of these steps are stated below:

The yarn producers of the country, through its trade association, namely, Bangladesh Textile Mills Association (BTMA), always endeavor to convince the policy makers of the Government for adopting

favorable terms & conditions for the textile sector as a whole. The management of the Company is quite

conscious about the adverse impact of political & economic turmoil locally and internationally and try to take appropriate steps to avoid / minimize such adverse impacts whenever possible.

The Company produces its own electricity from its gas fired full time generators and does not depend on PDB/REB. To avoid labour trouble and outward movement of labour, the labourers are provided with good

benefit packages. The project of the Company is situated on a high land free from flood. The factory

building has strong RCC foundation, RCC floor, mostly RCC Roof and partially pre-fabricated structures

which can withstand wind, storm, heavy rain, etc. The risks from these factors are also covered through insurance.

As stated earlier, the Company has been procuring raw material from local market mostly on the basis of immediate requirement so that in case of any big fall of price of raw cotton in the international market, it

would not get stuck-up with a big stock of high valued raw material.

The Company is setting-up a state-of-the-art 100% Export Oriented Textile Spinning Unit with an estimated

investment outlay of Tk. 85.00 crores. This project is expected to off-set some technological related risks

that has been discussed above.

Regarding political scenario, it may be stated that Bangladesh has seen various kinds of political problems in

the past, all of which proved to be rather short lived.

The Company has applied to Bangladesh Development Bank Limited (BDBL) and Agrani Bank Limited for

restructuring & rescheduling its over-due loans. If approved, this would benefit the Company by way of easy

installment and the pressure on its cash flow position will be reduced to some extent.

RELATED PARTY TRANSACTIONS

Kindly refer to Sl. No. 31.00 of the Notes to the Accounts to review the Related Party Transactions.

SUBSIDIARY COMPANY

The audited accounts of the subsidiary company, namely, Delta Ceramics Limited has been furnished at the

end of the accounts of the holding Company itself.

WORKING CAPITAL FACILITIES

The working capital facilities from Agrani Bank Limited, Amin Court Branch, Dhaka is expected to be

renewed shortly for C.C. Hypo and C.C. Pledge of Tk. 24.00 crores and revolving L/C limit of Tk. 20.00 crores for import of raw materials / spare parts. The working capital loan of Southeast Bank Limited is to the

tune of Tk. 5.00 crores.

9

TERM LOAN SERVICING

The Company has repaid a total amount of Tk. 7.08 crores to Bangladesh Development Bank Limited,

Premier Leasing Finance Limited and Southeast Bank Limited for servicing Term Loans during the year

2016-2017 as shown below. The last year’s figure was Tk. 9.00 crores only.

a) Bangladesh Development Bank Limited (BDBL) : Tk. 3.90 Crores

b) Premier Leasing & Finance Limited (PLFL) : Tk. 1.44 Crores

c) Southeast Bank Limited (SEBL) : Tk. 1.74 Crores

Total : Tk. 7.08 Crores

DIRECTORS REMUNERATION

There has not been any change in remunerations paid to the Directors which had been Tk. 18.00 lacs, both

during the year under review as well as during the previous year.

UTILIZATION OF THE RIGHTS ISSUE FUND INCLUDING POST BALANCE SHEET DEVELOPMENTS

Dear Shareholders, you are aware that the Company raised Tk. 91.73 crores by issuance of Rights Shares in August, 2014. You have also took resolutions in the EGM held on 10

th January, 2015 to (a) Invest the fund

in BMRE of the existing project, (b) Setting-up a modern 100% Export Oriented Textile Spinning Unit, and

(c) Partial repayment of loan of financial institutions / banks. We requested Bangladesh Securities and Exchange Commission in January, 2015 to accord its approval to the revised utilization program, we

received their approval in January of 2016.

Subsequently, the Company invested Tk. 15.58 crores towards Balancing, Modernization and Replacement

till 30th June, 2017, out of Rights Issue Fund. Benefit from this investment has started to accrue slowly.

For the 100% export oriented unit, equity investment of Tk. 69.26 crores has already been made towards the

project. Previously, the Company kept a provision to borrow a term loan of Tk. 18.50 crores to complete the Export Oriented Unit and had applied to Agrani Bank Limited in the year 2016 but it was not materialised.

Subsequently, Bangladesh Development Bank Limited was approached for the term loan from which either,

the loan could not obtained for various reasons. Since valuable time was passing by and major investments had already been made, the Company decided to arrange fund from its own cash generation and from its

dealers through advance sale to complete the project.

Presently, the project with an estimated investment of Tk. 85.00 crores is poised to go into commercial operation by January, 2018.

REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE

The Board of Directors would like to state that the Company has complied to all the provisions of Corporate

Governance.

DIVIDEND

The Board of Directors proposed a 10% Stock Dividend for all the shareholders of the Company for the year 2016-2017. We hope that the valued shareholders will kindly accord their consent to this proposal.

10

DIRECTORS' RETIREMENT AND RE-ELECTION

In pursuance of Clause 143 of the Articles of Association of the Company, Mr. Mostafa Jamal Haider, being

the Managing Director of the Company is not liable to retire by rotation. The Independent Director Mr. Md.

Shamsul Haque who was appointed by the Board of Directors in its meeting held on 27th

May, 2013 which

was confirmed by the General Shareholders in the 33rd

Annual General Meeting held on 28th December,

2013 is not to retire by rotation and his tenure for second term has been extended. The BDBL Director,

Mr. Md. Khalid Hossain who has been inducted on 19-10-2016 is not to retire either.

In pursuance to Clause 132, Mrs. Dina Jabin, Director of the Company, will retire and being eligible, she

seeks re-election. Mrs. Dina Jabin joined the Company on 18th

November, 2014 as a Director. She is an MBA from Emporia State Univercity, USA and actively participates in day-to-day affairs of the Company.

She is a member of the Audit Committee of the Company.

APPOINTMENT OF AUDITORS

M/s Mahfel Huq & Co., Chartered Accountants have completed auditing for the year 2016-2017. They have

expressed their interest to audit our books of accounts for the comming year, i.e., for 2017-2018. Their charges had been Tk. 2,00,000.00 during the year under review. The valued shareholders may appoint them

as the Company’s Auditors for the financial year 2017-2018 at the same fee of Tk. 2,00,000.00 (Taka Two

lacs) only.

ACKNOWLEDGMENTS

We take this opportunity to express our heartfelt thanks and gratitude to the esteemed Shareholders for the cooperation extended by them. We also acknowledge the cooperation of various Govt. Agencies, Bangladesh

Securities & Exchange Commission, Dhaka Stock Exchange Limited, Chittagong Stock Exchange Limited,

Bangladesh Textile Mills Association, Bangladesh Association of Publicly Listed Companies, Central Depository Bangladesh Ltd. (CDBL), Banks, the Suppliers, Customers, Selling Agents and our well wishers.

We are grateful to Agrani Bank, Amin Court Branch, Dhaka, Southeast Bank Ltd., Bangladesh Development

Bank Ltd. and Premier Leasing & Finance Limited for extending their kind cooperation to the Company.

Last but not the least, the Board of Directors places on records their deep sense of appreciation for the

dedicated services and dutifulness of all the Executives, Officers, Staff and Workers who maintained an

excellent working atmosphere conducive to high level of performance of the Company.

CONCLUSIONS

The Board of Directors now presents the Accounts and Auditors Reports for the year 2016-2017 and request to the magnanimity of our valued shareholders to kindly accept the Annual Accounts for which we shall remain

ever grateful to you.

I again express my thanks to you for attending this Annual General Meeting. May Allah, in His infinite mercy grant peace and happiness to us all.

With regards,

On behalf of the Board of Directors

Sd/-

R A Howlader

Chairman Dated : 28

th October, 2017

11

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14

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15

mg~‡ni Zzjbvq Kg| GB myweav MÖnY Kivi mv‡_ mv‡_ ‣Zix ‡cvkvK I wbU Kvc‡oi ißvbx e„w× cv‡e Ges ¯’vbxq Kvc‡oi Pvwn`v evo‡e hvi d‡j w¯úwbs Gi msL¨vI evo‡e| ZvQvov RbmsL¨v I gv_vwcQz Avq e„w×i mv‡_ mv‡_ Kvc‡oi Af¨šÍixb Pvwn`vI e„w× cv‡e| myZivs Avf¨šÍixb I ißvbxi Rb¨ Kvc‡oi Pvwn`v e„w×i m‡½ m‡½ myZvi Pvwn`vI e„w× cv‡e| hw` ¯’vbxqfv‡e myZvi Drcv`b ÿgZv e„w× bv Kiv nq Z‡e •e‡`wkK gy ªv LiP K‡i myZv Avg`vbx Ki‡Z n‡e| myZivs ‡`Lv hv‡”Q †h, myZv cÖ¯‘ZKvix wk‡íi fwel¨r AwZ D¾¡j| SuzwK I KZ©©©©©„c‡ÿi avibv GUv ¯^Z:wm× †h cÖ‡Z¨K eëmv cªwZôvb Sz uwKi g‡a¨ KvR K‡i| GB me SzuwK wfZ‡ii A_ev evB‡iiI n‡Z cv‡i| e ¿ wk‡íi SuzwK †gvK†ejvi †ÿ‡Î KZ…©c‡ÿi wKQz wPšÍv-fvebv wb‡¤œ Av‡jvPbv Kiv n‡jv : eZ©gv‡b †`‡ki ivR‣bwZK cwiw¯’wZ hwÌ fvj, Z_vwc Ae ’v Aw ’wZkxj n‡j †`‡ki mvwe©K A_©‣bwZK Kg©Kv‡Ûi m‡½ m‡½ e ¿ wk‡íiI ÿwZ n‡e| myZv Drcv`bKvix wkí‡K cÖwZ‡hvwMZvi ga¨ w`‡q Pj‡Z nq Ges Avgv‡ì cÖwZôvb‡K A‡bK †`kxq myZv Drcv`bKvix wk‡íi m‡½ cÖwZ‡hvwMZv Ki‡Z nq| eZ©gvb we‡k¦ e¯¿ wkí †KvUvgy³ Ges Avgv‡ì wkí‡K fviZ, Pxb, k ªxjsKv, B‡›`v‡bwkqv, wf‡qZbvg, cvwK¯Ívb cÖf„wZ †`‡ki m‡½ cÖwZ‡hvwMZvi m¤§yLxb n‡Z n‡”Q| GB †`k mgyn e ¿ Drcv`‡b †ek k³ Ae ’v‡b Av‡Q| we‡klZ: we‡`kx †µZviv hw` cÖv‡Pï †`k¸wji Drcv`b ÿgZv e„w×i j‡ÿ¨ †mLv‡b wewb‡qvM K‡i Z‡e evsjv‡`‡ki e¯¿ wkí k³ cÖwZ‡hvwMZvi g‡a¨ co‡e| GQvov, gv‡S g‡a¨ Avgv‡ì cÖwZôvb‡K evRvi SzuwK †hgb n«vmgvb Pvwn`v Ges †m Kvi‡Y wewµ I jvf K‡g hvIqvi SzuwK †gvKv‡ejv Ki‡Z nq| myZvi wgj¸wj KuvPv Zzjvi mieiv‡ni Rb¨ Avg`vbxi Dci m¤ú~b©fv‡e wbf©ikxj| wek¦-evRv‡i KuvPv Zzjvi g~j¨ gv‡S g‡a¨ n«vm-e„w× n‡j GB wkí msK‡U cwZZ nq|

16

bZzb bZzb cÖhyw³ D™¢ve‡bi d‡j Avgv‡ì †Kv¤úvbx‡K cÖhyw³MZ SzuwKi gy‡LvgywL n‡Z nq| GB me bZzb cÖhyw³i d‡j Drcv`b e¨q n«vm cvq, hvi d‡j PjwZ cÖhyw³ APj n‡q hvq Ges †Kv¤úvbxi Dci Gi †bwZevPK cÖfve c‡o| miKviKZ…©K Ki bxwZ Ges Ab¨vb¨ wbqš¿bKvix ms¯’v KZ…©K wewagvjvi RwUj I weiƒc cwieZ©b †Kv¤úvbxi Rb¨ SzuwKc~b© n‡Z cv‡i| ‡`‡k Ges we‡`‡k Avw_©K I ivR‣bwZK Aw ’wZkxj cwiw¯’wZ †Kv¤úvbxi Kvh©µ‡gi Dci ÿwZKviK cÖfve †dj‡Z cv‡i| ‡`‡ki A_©‣bwZK Ae ’vi AebwZ n‡j ª‡eï Pvwn`v K‡g hvq| we`ÿr cÖev‡n NvUwZ, kÖwgK Am‡šÍvl, cÖvK„wZK

y‡hv©M †hgb - So, eb¨v, f~wgK¤ú cÖf…wZ †Kv¤úvbxi Drcv`b eë¯’v I jv‡fi Dci weiƒc cÖfve †dj‡Z cv‡i| GQvov AviI wewfbœ Aw ’wZkxjZvi Kvi‡Y GB wkí gv‡S gv‡S mgm¨vi m¤§yLxb n‡Z cv‡i| SuzwK eë ’vcbvq KZ©„c‡ÿi wPšÍvaviv †Kv¤úvbxi eë¯’vcbv KZ©„cÿ Dc‡i ewb©Z SzuwK m¤ú‡K© m¤ú~b© Iqv‡Kenvj Ges Gme SzuwKi ÿwZKviK cÖfve mnbxq ch©v‡q ivLvi Rb¨ me©`v cÖ‡qvRbxq c`‡ÿc MÖnY Ki‡Qb| wb‡gœ wKQz c`‡ÿ‡ci weeib ‡`qv n‡jv: †`‡ki myZv Drcv`bKvixiv Zv‡ì mwgwZ evsjv‡`k †U·UvBj wgj&m G¨v‡mvwm‡qkb-Gi gva¨‡g miKv‡ii bxwZ wba©viK‡ì‡K mgMÖ e¯¿-wk‡íi Rb¨ mnvqK bxwZ MÖnY Kivi civgk© w`‡q _v‡K| †Kv¤úvbxi eë¯’vcbv KZ©„cÿ Af¨šÍixb I AvšÍR©vwZK ch©v‡q ivR‣bwZK I A_©‣bwZK †Mvj‡hvM m„wói d‡j †h me ÿwZKi mgm¨vi D™¢e nq †m m¤ú‡K© m¤ú~b© mRvM Ges Gme ÿwZKi cÖfve yi Kivi Rb¨ A_ev Zv wbgœ ch©v‡q ivLvi Rb¨ eë¯’v MÖnY K‡i _v‡K| wc. wW. we/Avi. B. we. - Gi Dci wbf©ikxj bv †_‡K †Kv¤úvbx M¨vm †_‡K wbR¯^ †Rbv‡iU‡ii gva¨‡g we y¨Z Drcv`b K‡i _v‡K| kÖwgK‡ì KvR-K‡g©i avivevwnKZv iÿvi ¯^v‡_© DbœZ Kg©-cwi‡ek wbwðZ Kiv nq| †Kv¤úvbxi d¨v±ixwU eb¨vgy³ DuPz ’v‡b Aew ’Z| d¨v±ix wewìs Avi.wm.wm. wfwËi Dci ¯’vwcZ| †g‡S I Qv` Avi.wm.wm. wbwg©Z I wKQz Ask wcÖ-d¨vweª‡K‡UW; hv evZvm, So I gylj av‡i e„wó †VKv‡Z mÿg| AwaKš‘ Gme ÿwZi wecix‡Z BÝy‡iÝ Kiv Av‡Q|

17

‡Kv¤úvbx 85.00 †KvwU UvKv e¨‡q GKwU 100% ißvbxgyLx AZ¨vaywbK myZvKj ¯’vc‡bi Rb¨ cÖKí MÖnb K‡i‡Q| GB cÖKí ¯’vcb Kiv n‡j Dc‡i ewY©Z wewfbœ cÖKvi cªhyw³MZ SzuwKi †gvKv‡ejv Kiv Av‡iv fvj K‡i m¤¢e n‡e| ivR‣bwZK Aw ’iZvi Kvi‡Y †h mg¯Í mgm¨vi D™¢e nq AZx‡Z †`Lv †M‡Q Zvi †ekxi fvMB ÿY¯’vqx| †Kv¤úvbx Zvi FYmg~n cyY:Zdwkj Kiv‡bvi Rb¨ evsjv‡`k †W‡fjc‡g›U e¨vsK wjwg‡UW (we.wW.we.Gj.) Ges AMÖYx e¨vsK wjwg‡UW Gi wbKU Aby‡iva K‡i‡Q| GB cyY:Zdwkj n‡q †M‡j gvwmK fv‡e FY cwi‡kv‡ai cwigvb Kg nIqvi m¤¢vebv i‡q‡Q, hvi d‡j K¨vk †d¬vÕi Dci Pvc Kg‡e| mn‡hvMx cvwU©i †jb‡`b mn‡hvMx cvwU©i †jb‡`b Gi cwigvb †`Lvi Rb¨ ÔÔwnmve cÖwZ‡e`‡biÓ 31.00 bs †bv‡Ui cÖwZ „wó AvKl©b Kiv n‡”Q| mvewmwWqvix cÖwZôvb ‡Wëv w¯úbvm© wjwg‡UW -Gi mvewmwWqvix cÖwZôvb, h_v †Wëv wmivwg· wjwg‡UW -Gi 2016-2017 mv‡ji wbixwÿZ wnmveI †Kv¤úvbxi wbixwÿZ wnmv‡ei †k‡l ms‡hvRb Kiv n‡q‡Q| PjwZ g~jab cÖm½ AMÖbx e¨vsK wj: Avwgb †KvU© K‡cv©‡iU kvLvi wbKU 24.00 †KvwU UvKvi PjwZ g~jab FYmxgv (wm. wm. nvB‡cv I wm. wm. †cøR) bevqb Kiv‡bvi Rb¨ Aby‡iva Kiv n‡q‡Q| GQvov KvuPvgvj Avg`vbxi D‡Ï‡k¨ 20.00 †KvwU UvKvi Avg`vwb FbcÎI (AvewZ©Z) bevqb Kiv n‡e| mvD_ B÷ e¨vsK KZ…©K cÖ`Ë 5.00 †KvwU UvKvi Avg`vwb Fbc‡Îi (AvewZ©Z) FYmxgvI Av‡jvP¨ Avw_©K eQ‡i †Kv‡bv cwieZ©b nq bvB|

18

†gqv`x Fb-cwi‡kva ‡Kv¤úvbx Av‡jvP¨ eQ‡i wb‡¤œ ewb©Z †gvU 7.08 †KvwU UvKv ‡gqv`x Fb cwi‡kva K‡i‡Q| cÖKvk _v‡K †h, weMZ Avw_©K eQ‡i GB cwi‡kv‡ai cwigvb wQj gvÎ 9.00 †KvwU UvKv|

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19

100% ißvbxgyLx myZvK‡ji Rb¨ 30‡k Ryb, 2017 ch©šÍ 69.26 †KvwU UvKv wewb‡qvM n‡q‡Q| GB cÖK‡íi Rb¨ †Kv¤úvbx 18.50 †KvwU UvKv e¨vsK FY †bqvi cÖ¯Íve K‡iwQj Ges GB cwi‡cÖwÿ‡Z 2016 mv‡j AMÖbx e¨vs‡Ki wbKU `xN©‡gqv`x F‡Yi Rb¨ Av‡e`b Kiv n‡qwQj| wewfbœ Kvi‡Y GB FY Aby‡gvw`Z bv nIqvi Kvi‡Y †Kv¤úvbx cieZ©x‡Z evsjv‡`k †W‡fjc‡g›U e¨vsK wj: Gi wbKU F‡Yi Rb¨ Av‡e`b K‡i| Zv Aby‡gvw`Z bv nIqvq †Kv¤úvbx wbR¯ A_© †hvMvb w`‡q GB cÖKí Pvjy Kivi c`‡ÿc wb‡q‡Q †Kbbv, cÖK‡íi cÖavb cÖavb wewb‡qvM BwZg‡a¨ ev¯Íevqb n‡q‡Q| Avkv Kiv hv‡”Q †h, AvMvgx Rvbyqvix, 2018 Gi g‡a¨B GB cÖKí Pvjy Kiv m¤¢e n‡e|

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20

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21

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22

The following is an Addendum to the Report of the Directors to the Shareholders as well as status of compliance with the conditions imposed by Bangladesh Securities & Exchange Commission’s Notification

No. SEC/CMRRCD/2006-158/134/Admin/44 Dated 7th August, 2012 and amendments thereof issued under

Section 2CC of Bangladesh Securities and Exchange Ordinance, 1969 :

REPORT UNDER CONDITION NO. 7.( i i )

Condition

No.

Title Compliance Status

(Put in the

appropriate column)

Remarks / Reply

(if any)

Complied Not

Complied

1. BOARD OF DIRECTORS :

1.1 Board's Size √ 5 Members

1.2 Independent Directors √ 1 Independent Director

1.3 Qualification of Independent Director (ID) √ Qualified

1.4 Chairman of the Board and Chief

Executive Officer

√ Different individuals

1.5 Directors’ Report to Shareholders

The Board of Directors of Delta Spinners Limited would like to include the following additional statements in its Report prepared under section 184 of the Companies Act, 1994 :

1.5(i) Industry outlook and possible future

developments in the industry

√ Provided in the Main

Report of the Board of

Directors

1.5(ii) Segment-wise or product-wise

performance

√ as above

1.5(iii) Risks and concerns √ as above

1.5(iv) A discussion on Cost of Goods sold, Gross

Profit Margin and Net Profit Margin

√ as above

1.5(v) Discussion on continuity of any Extra-Ordinary gain or loss

√ as above

1.5(vi) Basis for related party transactions- a

statement of all related party transactions

should be disclosed in the annual report

√ as above

1.5(vii) Utilization of proceeds from public issues,

rights issues and/or through any others

instruments

√ as above

1.5(viii) An explanation if the financial results

deteriorate after the company goes for

Initial Public Offering (IPO), Repeat Public

Offering (RPO), Rights Offer, Direct

Listing, etc.

√ as above

1.5(ix) If significant variance occurs between

Quarterly Financial performance and

Annual Financial Statements the

management shall explain about the variance in their Annual Report

√ as above

1.5(x) Remuneration to directors including

independent directors

√ as above

Contd. . . p/ii

Annexure – I

23

Condition No.

Title Compliance Status

(Put in the appropriate column)

Remarks / Reply (if any)

Complied Not Complied

1.5(xi) The financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity

√ Yes

1.5(xii) Proper books of account of the issuer company have been maintained

√ Yes

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

√ Yes

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

√ Yes

1.5(xv) The system of internal control is sound in design and has been effectively implemented and monitored

√ Yes

1.5(xvi) There are no significant doubts upon the issuer company's ability to continue as a going concern. If the issuer company is not considered to be a going concern, the fact along with reasons thereof should be disclosed

√ There are no significant doubts upon the Company's ability to continue as a going concern.

1.5(xvii) Significant deviations from the last year’s operating results of the issuer company shall be highlighted and the reasons thereof should be explained

√ Provided in the Main Report of the Board of Directors.

1.5(xviii) Key operating and financial data of at least preceding 5 (five) years shall be summarized

√ as above

1.5(xix) If the issuer company has not declared dividend (cash or stock) for the year, the reasons thereof shall be given

√ 10% Stock Dividend declared for all the

Shareholders.

1.5(xx) The number of Board meetings held during the year and attendance by each director shall be disclosed

√ 06 Board Meetings held and a cumulative

number of 32 Directors attended the meetings.

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

√ Stated separately at Annexure II

1.5(xxi) a) Parent/Subsidiary/Associated Companies and other related parties (name wise details)

√ as above

Contd. . . p/iii

Page – ii

24

Condition No. Title Compliance Status

(Put in the appropriate column)

Remarks / Reply (if any)

Complied Not Complied

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

√ Stated separately at Annexure II

1.5(xxi) c) Executives √ as above

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

√ as above

1.5(xxii) In case of the appointment/re-appointment of a director the company shall disclose the following information to the shareholders

√ Provided in the main report of the Board of Directors.

1.5(xxii) a) A brief resume of the director √ as above

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

√ as above

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

√ as above

2. CHIEF FINANCIAL OFFICER (CFO), HEAD OF INTERNAL AUDIT AND COMPANY SECRETARY (CS)

2.1 Appointment √ All are appointed 2.2 Requirement to attend the Board Meetings √ Chief Financial

Officer and Company Secretary attend Board Meetings

3. (i,ii&iii) AUDIT COMMITTEE √

3.1(i,ii,iii&iv) Constitution of the Audit Committee √

3.2 (i & ii) Chairman of the Audit Committee √ 3.3 (i to x) Role of Audit Committee √

3.4 Reporting of the Audit Committee √ 3.4.1(i&ii,a,b,c,d) Reporting to the Board of Directors √

3.4.2 Reporting to the Authorities √ not applicable

3.5 Reporting to the Shareholders and General Investors

√ not applicable

4. (i to ix) EXTERNAL/STATUTORY AUDITORS √ Provisions met 5. (i-v) SUBSIDIARY COMPANY √ as above

6. DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)

6. DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)

6 (i) (a & b) and 6 (ii)

The CEO and CFO certified to the Board that:- (i) They have reviewed financial statements for the year and that to the

best of their knowledge and belief: a) these statements do not contain any materially untrue statement

or omit any material fact or contain statements that might be misleading;

b) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards and applicable laws.

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

Duly reviewed and certified

Contd. . . p/iv

Page – iii

25

Page – iv

7. REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE

7. (i) (i) The company shall obtain a certificate from a practicing Professional Accountant/Secretary (Chartered Accountant/Cost and Management Accountant/Chartered Secretary) regarding compliance of conditions of Corporate Governance Guidelines of the Commission and shall send the same to the shareholders along with the Annual Report on a yearly basis.

Obtained and furnished

7. (ii) (ii) The directors of the company shall state, in accordance with the Annexure attached, in the directors' report whether the company has complied with these conditions.

Duly stated

Sd/- R A Howlader

Chairman

26

THE PATTERN OF SHAREHOLDINGS, ETC.

i) Shareholdings in Parent / Subsidiary / Associated companies and other related parties :

The Company has a subsidiary company in the name & style of “Delta Ceramics Limited” in which it holds 80% shares and some of the sponsors hold 20% shares.

ii) Shareholding by the Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of

Internal Audit, their spouses & minor children and other major sponsor shareholders (name wise details) :

Delta Spinners Ltd. Delta Ceramics Ltd.

Shares of Tk. 10 each Shares of Tk. 10 each

1. Mr. R A Howlader, Chairman 45,71,325 shares 25,000 shares

2. Mr. Mostafa Jamal Haider Managing Director & CEO

69,76,530 shares 25,000 shares

Wife : Mrs. Jowshan Ara Rashid 4,91,304 shares Nil

3. Mrs. Dina Jabin, Director and Member, Audit Committee


4. Mr. Md. Shamsul Haque Non-Shareholding Independent Director and Chairman, Audit Committee

Nil Nil

5. Mr. Md. Khalid Hossain (Director Nominated by BDBL) and Member, Audit Committee

Nil Nil

6. Mr. Mostafa Zakaria Haider Head of Internal Audit


7. Mrs. Umme Zarin 28,05,165 shares Nil

8. Mr. Nazrul Islam General Manager (H R & Admn)

Nil Nil

9. Mr. Ziaur Rahman, Chief Financial Officer Nil Nil

10. Mr. Masudur Rahman, Executive Director & Company Secretary

Nil Nil

iii) Executives : Nil

iv) Shareholders holding ten percent (10%) or more voting interest in the Company : Nil

v) Related Party : The subsidiary company, namely, Delta Ceramics Limited with which the parent company, Delta Spinners Limited has financial transactions.

Sd/- R A Howlader Chairman

Annexure - II

27

AUDIT COMMITTEE REPORT For the Year 2016-2017

The Audit Committee consists of the following members :

Mr. Md. Shamsul Haque, Independent Director -- Chairman

Mrs. Dina Jabin, Director -- Member

Mr. Md. Khalid Hossain, BDBL Director -- Member

Activities carried out during the year :

During the year 2016-2017, the Committee reviewed the internal audit report, financial statements

and the external audit report. The Committee met in a total number of 4 (four) meetings. The

Committee did not find any material deviation, discrepancies or any adverse finding / observation in

the areas of reporting.

Sd/-

( Md. Shamsul Haque )

Chairman

Audit Committee

Annexure – III

Independent Auditor’s Report

To the Shareholders of

Delta Spinners Limited

Report on the Financial Statements

We have audited the accompanying Consolidated Financial Statements of Delta Spinners Limited,

which comprises the Consolidated Statement of Financial Position as at 30 June 2017 and the

Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated Statement

of Changes in Equity and Consolidated Statement of Cash Flows for the year then ended and a

summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these Consolidated financial

statements in accordance with Bangladesh Accounting Standards (BAS), Bangladesh Financial

Reporting Standards (BFRS), The Companies Act 1994, The Securities and Exchange Rules 1987

and other applicable laws and regulations and for such internal control as management determines is

necessary to enable the preparation of Consolidated financial statements that are free from material

misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Consolidated financial statements based on our

audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those

standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the Consolidated financial statements are free from material

misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures

in the Consolidated financial statements. The procedures selected depend on the auditor’s judgment,

including the assessment of the risks of material misstatement of the Consolidated financial

statements, whether due to fraud or error. In making those risk assessments, the auditor considers

internal control relevant to the entity’s preparation and fair presentation of the Consolidated financial

statements 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 entity’s internal control. An audit

also includes evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates made by management, as well as evaluating the overall presentation of the

Consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

Opinion

In our opinion, the Consolidated financial statements give a true and fair view of the financial

position of the company as at 30 June 2017 and of its financial performance and its cash flows for the

year then ended in accordance with the Bangladesh Accounting Standards (BAS), Bangladesh

Financial Reporting Standards (BFRS), The Companies Act 1994, The Securities and Exchange

Rules 1987 and other applicable laws and regulations.

Report on Other Legal and Regulatory Requirements

We further report that:

a) we have obtained all the information and explanations, which to the best of our knowledge

and belief were necessary for the purposes of our audit;

b) in our opinion, proper books of account as required by law have been kept by the company so

far as it appeared from our examination of these books;

c) the statement of financial position and statement of profit or loss and other comprehensive

income dealt with by the report are in agreement with the books of account; and

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

Sd/-

Dhaka

October 28, 2017

MAHFEL HUQ & Co.

Chartered Accountants

June 30, 2017 June 30, 2016 June 30, 2017 June 30, 2016ASSETSNon-Current Assets: 1,902,742,357 1,727,024,459 1,906,820,577 1,730,187,957 Property, Plant & Equipment 3.00 1,178,377,081 1,259,508,340 1,038,532,132 1,119,646,384 Capital Work-in Progress 4.00 724,365,276 467,516,119 724,365,276 467,516,119 Investment in Delta Ceramics Ltd. 5.00 - - 143,923,169 143,025,454

Current Assets: 1,721,665,899 1,824,412,779 1,712,443,661 1,816,190,873 Inventories 6.00 861,825,772 840,606,490 861,825,772 840,606,490 Trade and Other Receivables 7.00 422,066,898 366,561,327 417,831,828 362,548,701 Advances, Deposits & Prepayments 8.00 412,556,893 372,495,624 409,101,065 369,505,743 Cash & Cash Equivalents 9.00 25,216,336 244,749,337 23,684,996 243,529,938

Total Assets 3,624,408,257 3,551,437,238 3,619,264,239 3,546,378,830

SHAREHOLDER'S EQUITY AND LIABILITIES Shareholders Equity: 2,180,752,245 2,133,067,385 2,178,902,682 2,131,230,875 Share Capital 10.00 1,513,472,400 1,375,884,000 1,513,472,400 1,375,884,000 Revaluation Reserve 11.00 364,608,634 387,115,202 364,608,634 387,115,202 Retained Earnings 12.00 302,671,210 370,068,183 300,821,648 368,231,673

Non-controling Interest 2,462,390 2,459,127 - -

Total Equity 2,183,214,635 2,135,526,512 2,178,902,682 2,131,230,875

Non-Current Liabilities: 495,942,577 528,341,275 495,942,577 528,341,275 Long Term Borrowings / Loan 13.00 416,311,214 445,749,887 416,311,214 445,749,887 Deferred Tax 14.00 79,631,363 82,591,388 79,631,363 82,591,388

Current Liabilities : 945,251,045 887,569,451 944,418,980 886,806,681 Short Term Borrowings 15.00 448,509,641 427,125,765 448,509,641 427,125,765 Current portion of Long Term Borrowings 16.00 246,615,378 262,641,807 246,615,378 262,641,807 Interest payable to BDBL 17.00 102,805,897 61,728,163 102,805,897 61,728,163 Trade and Other Payables 18.00 10,142,557 9,098,849 10,142,557 9,098,849 Workers Profit Participation Fund 19.00 5,674,641 2,777,150 5,674,641 2,777,150 Unclaimed Dividend 20.00 64,303,270 65,988,500 64,303,270 65,988,500 Provision for Current Tax 21.00 49,534,644 45,458,715 48,797,791 44,731,652 Liabilities for expenses 22.00 17,665,017 12,750,503 17,569,805 12,714,795

Non-Current and Current Liabilities 1,441,193,622 1,415,910,726 1,440,361,557 1,415,147,955

Total Equity & Liabilities 3,624,408,257 3,551,437,238 3,619,264,239 3,546,378,830

Net Asset Value Per Share with revaluation 29.00 14.41 15.50 14.40 15.49

Chief Financial Officer

Place: DhakaDate: October 28, 2017

Ziaur RahmanMasudur RahmanExecutive Director &Company Secretary

R.A Howlader Mostafa Jamal Haider Chairman Managing Director

DELTA SPINNERS LIMITEDSTATEMENT OF FINANCIAL POSITION

As at June 30, 2017

The accompanying policies and explanatory notes 1-39 form an integral part of these Financial Statements.

Amount in TakaAmount in Taka

The CompanyPARTICULARS NOTES

Consolidated

Mahfel Huq & Co.Chartered Accountants

Signed in terms of our separate report of even date.

3

2016-2017 2015-2016 2016-2017 2015-2016

Sales 23.00 1,077,547,666 1,073,216,094 1,076,790,666 1,067,099,094 Cost of Sales 24.00 (921,169,283) (920,020,221) (920,642,184) (914,647,492) Gross Profit 156,378,383 153,195,873 156,148,482 152,451,602 Administrative and selling Exp. 25.00 (29,167,244) (32,826,376) (28,964,240) (32,396,432) Profit from Operations 127,211,139 120,369,496 127,184,242 120,055,169 Financial Expenses 26.00 (82,193,116) (100,530,336) (82,192,325) (100,528,597) Non Operating Income 27.00 15,855,394 38,141,881 15,855,394 38,141,881

Profit before Contribution to WPPF 60,873,417 57,981,041 60,847,311 57,668,453 Contribution to WPPF 19.00 (2,897,491) (2,746,117) (2,897,491) (2,746,117) Net Profit Before Tax 57,975,926 55,234,924 57,949,820 54,922,336 Provision for Tax

Current Tax 21.01 (13,247,827) (20,656,300) (13,238,037) (20,539,080) Deferred Tax 14.00 (1,011,723) 12,194,515 (1,011,723) 12,194,515 Net Profit after Tax 43,716,376 46,773,139 43,700,060 46,577,771

Non Controlling interest 20% NPAT (3,263) (39,073) - -

43,713,113 46,734,066 43,700,060 46,577,771 Earning Per Share (EPS) 28.00 0.29 0.31 0.29 0.31

Place: Dhaka

Date: October 28, 2017

Mahfel Huq & Co.

Chartered Accountants

The accompanying policies and explanatory notes 1-39 form an integral part of these Financial Statements.

Signed in terms of our separate report of even date.

Masudur Rahman

Executive Director &

Company Secretary

R.A Howlader Mostafa Jamal Haider

Chairman Managing Director

Ziaur Rahman


DELTA SPINNERS LIMITEDSTATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended June 30, 2017

Amount in Taka Amount in Taka

Consolidated The Company

NOTESPARTICULARS

4

2016-2017 2015-2016 2016-2017 2015-2016

Cash Flow from Operating Activities

Collection from Customers 1,022,042,095 1,197,801,328 1,021,507,539 1,192,269,583

Non Operating Income 15,855,394 34,546,763 15,855,394 34,546,763

Payment for Cost and Expenses (928,287,329) (856,538,682) (927,166,999) (848,183,282)

Income tax paid (4,064,969) (10,550,000) (4,064,969) (10,550,000)

Net Cash Flow from Operating Activities 105,545,191 365,259,409 106,130,965 368,083,065

Cash Flow from Investing Activities

Acquision of property, plant and equipment (1,347,988) (6,190,074) (1,347,988) (6,190,074)

Capital Work-in-Progress under property, plant and

equipment (256,849,157) (462,816,853) (256,849,157) (462,816,853)

Investment in Delta Ceramics Ltd. - - (897,715) (1,457,221)

Net Cash Flow from/ (Used) Investing Activities (258,197,145) (469,006,927) (259,094,860) (470,464,148)

Cash Flow From Financing Activities

Short Term Loan Increase/(Decrease) 21,383,876 3,754,360 21,383,876 2,104,360

Long Term loan Increase/(Decrease) (45,465,102) (82,796,043) (45,465,102) (82,796,043)

Financial Expenses Paid (41,114,591) (57,507,760) (41,114,591) (57,507,760)

Dividend Paid (1,685,230) (31,949,268) (1,685,230) (31,949,268)

Net Cash Flow from Financing Activities (66,881,046) (168,498,711) (66,881,046) (170,148,711)

Increase/(Decrease) in Cash and Cash Equivalent (219,533,001) (272,246,229) (219,844,942) (272,529,795)

Cash and Cash Equivalents at the beginning of the

year 244,749,337 516,995,566 243,529,938 516,059,733

Cash and Cash Equivalents at the end of the year 25,216,336 244,749,337 23,684,996 243,529,938 Net operating cash flow per share 0.70 2.41 0.70 2.43

Place: Dhaka

Date: October 28, 2017

DELTA SPINNERS LIMITED

STATEMENT OF CASH FLOWS

For the year ended 30 June 2017

ParticularsAmount in takaAmount in taka

Chartered Acountants

Mahfel Huq & Co.

R.A Howlader Mostafa Jamal Haider Masudur Rahman Ziaur Rahman

Chairman Managing Director Executive Director & Chief Financial Officer

Signed in terms of our separate report of even date annexed.

Company Secretary

6

Consolidated

Particulars Share CapitalRevaluation

Reserve

Retained

Earnings

Non-

Controlling

Interest

Total

Opening Balance as on 01-07-2016 1,375,884,000 387,115,202 370,068,183 2,459,127 2,135,526,512

Net profit after tax for the year - - 43,713,113 3,263 43,716,376

Transferred to Retained Earnings - (26,478,315) 26,478,315 -

Related Deferred Tax - 3,971,746 - 3,971,746

Issue of Bonus Share 137,588,400 (137,588,400) - AS AT 30 JUNE, 2017 1,513,472,400 364,608,634 302,671,210 2,462,390 2,183,214,635

Consolidated


Reserve

Retained

Earnings

Non-

Controlling

Interest

Total

Opening Balance as on 01-07-2015 1,375,884,000 465,112,492 350,117,833 2,420,054 2,193,534,379

Net profit after tax for the year - - 46,734,066 39,073 46,773,139

Transferred to Retained Earnings - (29,251,899) 29,251,899 -

Related Deferred Tax - (48,745,391) - (48,745,391)

Dividend for the year 2014-2015 - - (56,035,615) (56,035,615) AS AT 30 JUNE, 2016 1,375,884,000 387,115,202 370,068,183 2,459,127 2,135,526,512

The Company


Reserve

Retained

Earnings

Opening Balance as on 01-07-2016 1,375,884,000 387,115,202 368,231,673

Net profit after tax for the year - - 43,700,060

Transferred to Retained Earnings - (26,478,315) 26,478,315

Related Deferred Tax - 3,971,746 -

Issue of Bonus Share 137,588,400 (137,588,400) -

AS AT 30 JUNE, 2017 1,513,472,400 364,608,634 300,821,648 2,178,902,682

The Company


Reserve

Retained

Earnings

Opening Balance as on 01-07-2015 1,375,884,000 465,112,492 348,437,618

Net profit after tax for the year - - 46,577,771

Transferred to Retained Earnings - (29,251,899) 29,251,899

Related Deferred Tax - (48,745,391) -

Dividend for the year 2014-2015 - - (56,035,615) AS AT 30 JUNE, 2016 1,375,884,000 387,115,202 368,231,673

R.A.Howlader Mostafa Jamal Haider

Chairman Managing Director

Place: Dhaka

Date: October 28, 2017 Chartered Acountants


Mahfel Huq & Co.

Signed in terms of our separate report of even date annexed.


CONSOLIDATED STATEMENT OF CHANGES IN SHARE HOLDERS' EQUITY



STATEMENT OF CHANGES IN EQUITY


2,189,434,110

46,577,771

Total

2,131,230,875

43,700,060

-

3,971,746


-

(48,745,391)

(56,035,615)

Total

Company Secretary

2,131,230,875

Ziaur Rahman


Masudur Rahman

Executive Director &

5

1.00 Reporting Entity and its Activities

1.01 Legal forms of the Entity

1.02 Nature of Business Activities

2.00

2.01

2.02

2.03 Going Concern

This comprises Statement of Financial Position, Statement of Profit or Loss and Other ComprehensiveIncome, Statement of Changes in Equity, Statement of Cash Flows and explanatory notes coveringaccounting policies.This is prepared under the historical cost convention, on accrual basis and on goingconcern assumption in accordance with the requirements of Companies Act 1994, the Securities andExchange Rules, 1987 and the Bangladesh Accounting Standards (BASs),Bangladesh Financial Reporting

Standards (BFRSs) and as applicable to this Company. The Board of Directors are responsible for preparingand presenting the financial statements including adequate disclosures, who approved and authorized forissue of these financial statements.

Use of Estimates and Judgments

The preparation of Financial Statements requires management to make estimates and assumptions thataffect the reported amount of assets, liabilities, income and expenses. Due to inherent uncertainitiesinvolved in making estimets actual results may differ from those estimates and underlying assumptions arereviewed on a going concern basis.

The company has adequate resources to continue its operation for the foreseeable future. The current credit

facilities and resources of the company provides sufficient fund to meet the present requarments of its

existing business. For this reasons the directors continue to adopt going concern basis in preparing the

Financial Statements.

Corporate Financial Statements

DELTA SPINNERS LIMITEDNotes to the Financial Statements

For the year ended 30 June, 2017

Delta Spinners Limited was incorporated as a private Limited Company under the name & style "Delta

Millers Limited" on 23 July,1979. It was converted into a Public Limited Company on 14 March, 1991. The

Name of the Company was changed to" Delta Spinners Limited" on 7 March, 2004. Its shares are listed with

Dhaka Stock Exchange Ltd. and Chittagong Stock Exchange Ltd.

Delta Spinners holds 80% shares of subsidiary Company "Delta Ceramics Limited" (DCL) which was

incorporated as a public limited company with the Registrar of Joint Stock Companies and Firms under the

Companies Act 1994 with the issuence of incorporation certificate no C-91948/11 on 11 April 2011.

The registered office of the Company and its industrial unit is located at Gouripur, Kalta para, Mymensing

which is 140 KM away from Dhaka "0" point. The corporate office of the company is located at 254-B

Khilgoan Chowdhury Para Dhaka-1219.

The nature and principal business activities of the Company throughout the year were concentrated on the

manufacturing of cotton yarn of different counts and marketing the same. Nature of the business activities of

its subsidiary company “Delta Ceramics Limited” is to manufacture various kinds of ceramics wares. The

subsidiary company did not start the commercial operation except some trading activities of sanitary wares.

Significant Accounting Policy for the presentation of the financial Statements

The specific accounting policies selected and applied by the company’s management for significant

transactions and events that have material effect within the framework of BAS-1 “Presentation of Financial

Statements”, in preparation and presentation of financial statements have been consistently applied

throughout the year and were also consistent with those used in earlier years.

2.04

2.05

(a)

Total

100%

(b)

2.06

2.07

2.08

2.09 Comparative Information and Re-arrangement thereof

Foreign Currency Translation

Fundamental Accounting Concepts/ Assumption

The financial statements have been prepared under historical cost convention on accrual basis and suchother convention as required by BAS-1 and BFRS for fair presentation of financial statements.

Delta Ceramics Limited 80% 20%

The accounting policies of the subsidiary has been changed when necessary to align them with the policiesadopt by the parent company. During the year statement of financial position, statement of Profit or Lossand Other comprehensive income and statement of cash flows have been consolidated on the basis ofaudited Financial Statements which was audited by Anisur Rahman & Co. Chartered Accountants.

Transactions eliminated on consolidation

The financial statements of the subsidiaries have been consolidated with those of Delta Spinners Limited inaccordance with BAS 27 " Separate Financial Statements". Intra-group balances and transactions areeliminated in preparing consolidated financial statements.

Transactions in foreign currencies are translated to Bangladesh Taka at the foreign exchange rate ruling atthe date of the transaction. Monetary assets and liabilities are converted at the rates prevailing at thebalance sheet date. Non-monetary assets and liabilities denominated in foreign currencies, stated athistorical cost, are translated into Bangladesh Taka at the exchange rate ruling at the date of transaction.

Reporting Period

The financial statements cover one financial year from 1st July to 30th June of following year consistently.

Segmental Reporting:

No segmental reporting is applicable for the company as required by BFRS 8: "Operating Segments" as the

company operates in a single industry segment and within a single geographical territory.

Basis of Consolidation

The consolidated financial statements include the financial statements of Delta Spinners Limited and itssubsidiary Delta Ceramics Limited for the year covering the period from 01-07-2016 to 30-06-2017. Theconsolidated financial statements are prepared to a common financial year ending 30 June, 2017.

Subsidiaries

Subsidiaries are entities controlled by the parent company viz Delta Spinners Ltd. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whetherthe parent company controls another entity. Subsidiaries are fully consolidated from date on which controlis transferred to the parent company. They are de-consolidated from the date on which control ceased.

Name of Subsidiary % of controlling interest % of non- controlling interest

Comparative Information has been disclosed for all numerical information in the financial statements andalso the narrative and descriptive information where it is relevant for understanding of the current period'sfinancial statements. Comparative figures have been re-arranged wherever considered necessary to ensurebetter comparability with the current period without causing any impact on the income and value of assetsand liabilities as reported in the Financial Statements.

2.10

2.11

BAS 1

BAS 2

BAS 7

BAS 10

BAS 12

BAS 16

BAS 17 Leases

BAS 18

BAS 19

BAS 21

BAS 23

BAS 24

BAS 27

BAS 33

BAS 36

BAS 37

BAS 39

BFRS-7 Financial Instruments: Disclosures

BFRS-8 Operating Segments

BFRS 10

2.12

2.13

Revenue

Events after the Reporting date

In compliance with the requirements of BAS 10: Adjusting events occurring after the reporting date arereflected in the financial statements and events after reporting date that are not adjusting events aredisclosed in the notes when material.

Compliance with BAS

The following BAS have been applied in preparation of the financial statements for the year under

review:

Presentation of Financial Statements

Inventories

Statement of Cash Flows

Events after the Reporting Period

Income Taxes

Property, Plant and Equipment

Net Income Before Tax for the year were not materially affected by:

Employee Benefits

Borrowing Costs

Related Party Disclosures

Separate Financial Statement

Earnings Per Share

Impairment of Assets

Provisions, Contingent Liabilities and Contingent Assets

Net Income Before Tax

Consolidated Financial Statements

Financial Instruments: Recognition and Measurement

The other related BFRSs are also complied for the preparation of these financial statements.

The Effects of Changes in Foreign Exchange Rates

(a) Transaction of a nature not usually undertaken by the company;

(b) Circumstances of an exceptional or non-recurring nature;

(c) Changes of credits relating to prior years ; and

(d) Changes in accounting policies.

Recognition and measurement of Tangible Fixed Assets

Tangible assets, Property, Plant & Equipment (PPE) have been stated at written down value of cost andrevalued amount. Accumulated historical cost and depreciation have been shown in the FinancialStatements. The cost of acquisition comprises of purchase price, including import duties and non-refundableTaxes and any directly attributable cost of bringing the assets to its state of intended use. Expenditureincurred after the assets have been put into operation, such as repairs and maintenance is normally chargedoff as revenue expenditure in the period in which it is incurred. In situation where it can be clearlydemonstrated that the expenditure has resulted in an increase in the future economic benefit expected to beobtained from the use of the fixed assets, the expenditure is capitalized as an addition to cost of the assets.

2.14 Property, Plant & Equipment (PPE)

2.14.1

2.14.2

Land & Land Development Nil

Buildings 7.50%

Plant and Machinery 10%

Furniture and Fixtures 10%

Office Equipment 15%

Vehicles 20%

Electric Sub-Station and power connection 15%

Air conditioner 15%

Books and Periodicals 10%

Electrical Equipment 15%

2.14.3 Impairment of assets

2.15 Inventories

Raw Materials

Work-in Process

Chemicals, Stores & Spares

Finished Goods

ii) PPE has been revalued by A. Matin & Co. Chartered Accountants an independent valuer.

iii) Revaluation surplus has been transferred to Revaluation Reserve and distribution of such surplus to the

shareholders is restricted.

Depreciation of Tangible Fixed Assets

Depreciation on Property, Plant & Equipment other than Land & Land Development have been computed

during the year using the reducing balance method so as to write off the assets over their expected useful

life. Depreciation has been charged on addition when it is available for use. Depreciation of an assets has

been ceased when it is sold or otherwise disposed off or classified as held for sale or.

After considering the useful life of assets as per BAS-16, the annual depreciation rates have been applied as

under which is considered reasonable by the management.

i) Effective date of revaluation to the Financial Statements 30-06-2012.

Revaluation of Property, Plant & Equipment (PPE)

PPE have been stated at cost and revalued amounts in accordance with BAS : 16 Property , Plant &

Equipment.

All assets have been reviewed according to BAS-36 and it was confirmed that no such assets has been

impaired during the year and for this reason no provision has been made for Impairment of assets.

Inventories are measured at the lower of cost and net realizable value as prescribed by BAS-2. The cost of

inventories is based on the weighted average method and includes expenditure incurred in acquiring theinventories, production or conversion costs and other costs incurred in bringing them to their existinglocation and condition. In the case of manufactured inventories and work-in-process, cost includes anappropriate allocation of production overheads based on normal operation capacity.

Nature of Inventories Basis of valuation

Weighted Average Cost

Material cost Plus Proportionate conversion cost based on percentage of completion.

Weighted Average Cost

Valued at cost or net realizable value whichever is lower

2.16 Trade and Other Receivables

2.17 Cash and Cash Equivalents

2.18 Income Tax

2.18.1 Current Tax

2.18.2 Deferred Tax

2.19 Leases

2.20 Revenue Recognition

2.21

2.22 Borrowing Cost

BAS-12, "Income tax" . Provision for taxation has been made as per rates prescribed in Finance Act, 2017and the Income Tax Ordinance,1984 on the profit made by the company.

Trade debtors are carried at original invoice amount less an estimate made for doubtful debts based on areview of all outstanding amounts at the year end.

According to BAS 7 'Statement of Cash Flows ' cash comprises of cash in hand, demand deposits and cashequivalents which are short term highly liquid investments that are readily convertible to cash and whichare subject to an insignificant risk of changes in value. BAS 1 ``Presentation of Financial Statements''provides that Cash & Cash Equivalents are not restricted in use. Considering the provision of BAS 7 & BAS 1,Cash in Hand & Bank Balances have been treated as Cash & Cash Equivalents.

Finance expenses comprise interest expenses on bank loan, finance lease and other borrowings. Allborrowing cost is recognized in the Statement of Profit or Loss and other Comprehensive Income based onthe statement received from Financial Institutions.

The company recognized deferred tax in accordance with the Bangladesh Accounting Standard 12 (BAS).Deferred tax is provided using the liability method for temporary difference between the carrying value offixed assets as per accounts and the corresponding income tax written down value. Deferred tax iscalculated at the effective Income Tax rate.

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, netof returns, trade discounts and volume rebates exclusive of VAT as per BAS-18. Revenue is recognized whenthe significant risks and reward of ownership have been transferred to the buyer, recovery of theconsideration is probable, the associated costs and possible return of goods can be estimated reliably andthere is no continuing management involvement with the goods sold. Transfer of risk and rewards occursfor the sale of goods when the product is delivered along with dispatch documents and invoices to

customers.

Employee Benefit

Workers Profit Participation Fund ( WPPF)

The Company made 5% contribution on net profit to the workers. During the year the company madeprovision for WPPF @ 5% on the profit towards engaged WPPF and made a provision @ 5% on the profittowords 'Workers Profit Participation Fund as per Section-234 of Bangladesh Labor Act, 2006 as amendedin 2013. The fund is yet to be constitued.

The compliance with BAS 17, Lease in terms of which the company assumes substantially all the risks and

rewards of ownership are classified as finance leases and all other leases are classified as operating lease.

Upon initial recognition, the lease assets is measured at an amount equal to the lower of its fair value and

the present value of the minimum lease payment. Subsequent to initial recognition, the assets is accounted

for in accordance with accounting policy applicable to the assets.

2.23 Statement of Cash Flow

2.24 Financial Instruments

Derivative:

Non-Derivative:

2.25

a.

b.

c. Reliable estimates can be made of the amount of the obligation.

2.26 Earnings Per Share

2.27 Related Party Disclosures

2.28 Components of Financial Statements

The financial statements comprise the following;

• Statement of Financial Position as on 30th June 2017,

• Statement of Changes in Equity for the year ended 30th June 2017,

• Statement of Cash Flows for the year ended 30th June 2017,

• Accounting Policies and explanatory notes to the Financial Statements .

According to BFRS 7: " Financial Instruments : Disclosures", the Company was not a Party to any derivativecontract (financial instruments) at the financial statement date, such as forward contracts, future contracts

to hedge risks arising from borrowings, future purchase, etc.

Non-derivative financial instruments comprise of trade and other receivable, borrowings and otherpayables and are shown at transaction cost as per BAS 39 "Financial Instruments: Recognition andMeasurement".

• Statement of Profit or Loss and Other Comprehensive Income for the year ended 30th June 2017,

Statement of Cash Flows has been prepared principally in accordance with BAS-7 “Statement of Cash Flow”and the cash flows from the operating activities have been presented under direct method.

Provisions

In accordance with the guidelines as prescribed by BAS-37: Provisions, Contingent Liabilities and ContingentAssets, provisions are recognized in the following situations:

when the company has an obligation ( legal or constructive) as a result of past events;

when it is probable that an outflow of resources embodying economic benefits will be required to settle the

obligation; and

This has been calculated in compliance with the requirements of BAS 33: Earnings Per Share has beencalculated by the profit attributable to ordinary equity holders of the Company (parent entity) by theweighted average number of ordinary shares outstanding during the period and retrospective effect has alsobeen given for calculation of previous years earnings as well to conform the current years presentation.

Related party transaction is a transfer of resources, services or obligations between a reporting entity and arelated party, regardless of whether a price is charged.

Related party transactions have been disclosed in note # 31 to these financial statements.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liabilityor equity instrument of another entity.

2016-2017 2015-2016 2016-2017 2015-20163.00 Property, Plant & Equipment:

Cost:Opening balance at cost 2,235,927,598 2,229,737,524 2,235,927,598 2,229,737,524 Add : Addition during the year 1,347,988 6,190,074 1,347,988 6,190,074

2,237,275,586 2,235,927,598 2,237,275,586 2,235,927,598 Less : Disposed / Sold during the year - - - - Total 2,237,275,586 2,235,927,598 2,237,275,586 2,235,927,598 Depreciation:

Opening balance 1,552,141,807 1,490,725,047 1,552,141,807 1,490,725,046 Charged during the year 55,983,926 61,416,760 55,983,926 61,416,760

1,608,125,732 1,552,141,807 1,608,125,732 1,552,141,807 Less : Adjusted during the year - - - -

1,608,125,732 1,552,141,807 1,608,125,732 1,552,141,807 Total ( a) 629,149,854 683,785,791 629,149,854 683,785,791

Revaluation:Opening balance 743,336,499 743,336,499 743,336,499 743,336,499 Add : Prior year adjustment - - - -

743,336,499 743,336,499 743,336,499 743,336,499 Add : Disposed / Sold during the year - - - - Total 743,336,499 743,336,499 743,336,499 743,336,499 Depreciation:Opening balance 307,475,906 278,224,008 307,475,906 278,224,008 Charged during the year 26,478,315 29,251,899 26,478,315 29,251,899

333,954,221 307,475,906 333,954,221 307,475,906 Adjusted during the year - - - -

333,954,221 307,475,906 333,954,221 307,475,906 Total (b) 409,382,278 435,860,593 409,382,278 435,860,593

Written Down Value (WDV) (a+b) 1,038,532,132 1,119,646,384 1,038,532,132 1,119,646,384

Delta Ceramics Limited 139,844,949 139,861,956 - -

1,178,377,081 1,259,508,340 1,038,532,132 1,119,646,384

Details have been shown in annexure -A

4.00 Capital Work-in Progress:

Work-In-Progress 467,516,119 467,516,119 467,516,119 467,516,119

Addition during the year 256,849,157 - 256,849,157 -

724,365,276 467,516,119 724,365,276 467,516,119

Details have been shown in annexure -B

5.00 Investment in Delta Ceramic Ltd.This consists of the following;As Paid up capital - - 8,000,000 8,000,000 As Share Money Deposit - - 135,923,169 135,025,454

- - 143,923,169 143,025,454

6.00 Inventories :

Raw Cotton 753,600,882 747,674,148 753,600,882 747,674,148 Finished Yarn 46,216,679 39,384,694 46,216,679 39,384,694 Work - in - Process 38,572,343 34,145,000 38,572,343 34,145,000 Waste Cotton 243,887 394,587 243,887 394,587 Spare Parts 15,702,745 15,975,603 15,702,745 15,975,603 Packing Materials 7,489,236 3,032,458 7,489,236 3,032,458

861,825,772 840,606,490 861,825,772 840,606,490

The CompanyConsolidatedAmounts in Taka Amounts in Taka

This represents the written down value of revalued assets. The above assets includes a plot of land measuring 4 kathas (6.60 decimals)

and building thereon at 254/B, Khilgaon Chowdhury Para, valuing Tk. 97,90,000 has been mortgaged to Bangladesh Development Bank

Limited by the Company. But the property is in the name of the some Sponsors/Directors who, vide a Notarized declaration, stated that

afore mentioned Land & Building will be transferred to the Company. The value of land and buildings Taka 97,90,000 only were paid in

year 2006-07 to the sponsors concerned.The Land could not be transferred to the company as clearance from BDBL could not be

obtained yet.

This represents investment made in Delta Ceramics Limited, a subsidiary company of Delta Spinners Limited which is registered on11.04.2011 with RJSC under the Companies Act 1994. The company could not start commercial operation yet.

This represents capital machinery and building construction for expansion through product diversification which are under process. The capital machinery is under process of installation for running operation.

2016-2017 2015-2016 2016-2017 2015-2016

7.00 Trade and Other Receivables

Trade Receivables 371,012,526 348,191,151 371,012,526 348,191,151 Trade Receivables (Export) 46,819,302 14,357,550 46,819,302 14,357,550 Delta Ceramics Limited 4,235,070 4,012,626 - -

422,066,898 366,561,327 417,831,828 362,548,701

Details have been shown in Annexure-D.

7.01 The classification of trade and other receivables as schedule XI of the Companies Act, 1994 is given below:

Receivable considered good in respect of which the company is fully secured. 46,819,302 14,357,550 46,819,302 14,357,550

Receivable considered good in respect of which the company holds no security other than the debtor personal security.

375,247,596 352,203,777 371,012,526 348,191,151

Receivables considered doubtful bad.Receivable to Directors.Receivables due by common management.

The maximum amount of receivable due by any director or other officer of the company.Total 422,066,898 366,561,327 417,831,828 362,548,701

8.00 Advance, deposits and prepayments:This consists of the following;Advance: Lubricant 25,636,295 25,720,295 25,636,295 25,720,295

Spare Parts 9,282,887 3,242,650 9,282,887 3,242,650

Repair & Maintenance 1,562,000 1,507,441 1,562,000 1,507,441

Raw cotton 330,690,799 292,499,025 330,690,799 292,499,025

Padma Traders 10,400,000 9,400,000 10,400,000 9,400,000

TDS on Raw cotton Import 915,944 915,944 915,944 915,944

Advance Income Tax 3,569,933 8,548,469 3,569,933 8,548,469

VAT Current Account 61,928 162,758 61,928 162,758 VAT on Audit Fees 11,400 - 11,400 -

BMRE (Machinery) 16,186,729 16,605,511 16,186,729 16,605,511

Advance Staff 312,000 452,000 312,000 452,000

Advance Gas Bill 19,500 - 19,500

Deposits : -

Security deposit 1,052,550 1,052,550 1,052,550 1,052,550

Power Development Board (PDB) 56,000 56,000 56,000 56,000

Inland Road Trans. Corporation 25,000 25,000 25,000 25,000

District Road Trans. Corporation 30,000 30,000 30,000 30,000

Bd. Road Trans. Corporation (BRTC) 30,000 30,000 30,000 30,000

Titas Gas & Distribution Co. Ltd. 9,258,100 9,258,100 9,258,100 9,258,100

Delta Ceramics Limited 3,455,828 2,989,881 - -

412,556,893 372,495,624 409,101,065 369,505,743

The above inventories are as per physical counting made and valued by the inventory team consisting of management staff. Inventories inhand has been valued at lower of cost and net realizable value as per BAS-2 and have been certified by management. Major part ofinventories are pledged as security against liabilities.

Trade receivable have been stated at their nominal value. Trade receivable are accrued in the ordinary course of business. All receivablehas been considered as good and realizable and less than six months old.

Details of raw cotton and finished yarn have been shown in Annexure-C.


Amounts in Taka Amounts in Taka

2016-2017 2015-2016 2016-2017 2015-20169.00 Cash and Cash Equivalents:

Cash in Hand :

Head Office 14,306,955 1,367,500 14,306,955 1,367,500

Factory 2,823,832 3,050,000 2,823,832 3,050,000

Delta Ceramics Limited 1,527,200 1,214,500 Cash at Bank: -

Agrani Bank Ltd. CD A/C. Amincourt Br. 3,325 7,510,854 3,325 7,510,854

BDBL, CD A/C Head Office 4,481 5,171 4,481 5,171

Agrani Bank Ltd. STD A/C Amincourt Br. 12,823 199,305 12,823 199,305 Agrani Bank Ltd. Mymensingh 2,726 4,346 2,726 4,346

Exim Bank Ltd. (Motijheel Br.) 17,363 331,571 17,363 331,571

Exim Bank Ltd. (Mymensingh Br.) 24,111 - 24,111 - Southeast Bank Ltd. (C/D A/C) 73,709 28,607 73,709 28,607

Southeast Bank Ltd. (C/D A/C-Mymensingh) 1,463 - 1,463 - Southeast Bank Ltd. (STD A/C) 260,697 270,013 260,697 270,013

Sonali Bank Ltd.Shambhugonj Br.Mymensingh 268,570 1,291,450 268,570 1,291,450

FDR (Exim Bank Ltd.) 5,884,940 208,922,440 5,884,940 208,922,440 FDR (Agrani Bank Ltd.) - 20,548,682 - 20,548,682 Agrani Bank Ltd. (Delta Ceramics Limited) 4,140 4,899 - -

25,216,336 244,749,337 23,684,996 243,529,938

10.00 Share Capital :

Authorized Capital

17,50,00,000 Ordinary Shares of Tk. 10 each 1,750,000,000 1,500,000,000 1,750,000,000 1,500,000,000

Issued, Subs. & Paid-up Capital15,13,47,240 Ordinary Shares of Tk.10 each fully paid up 1,513,472,400 1,375,884,000 1,513,472,400 1,375,884,000

Details of number of shares are as follows:

Number of ordinary shares at the beginning of the year 137,588,400 137,588,400 137,588,400 137,588,400 Add: Bonus share issued during the year 13,758,840 - 13,758,840 -

Number of ordinary shares at the end of the year151,347,240 137,588,400 151,347,240 137,588,400

10.01 Category wise Shareholding Position of the Company:

Category of Shareholders 30-06-17 30-06-16 30-06-17 30-06-16Sponsors/Directors 19 19 19 19 Financial Institute, I.C.B. Other I/A 17 15 17 15 General Public 64 66 64 66

Total 100 100 100 100

10.02 Range wise Shareholding position as on 30.06.2017:

Holding Range

Number of Number of Number of Number of

Shareholders Shares Shareholders Shares

Less than 500 Shares 3,611 885,781 11,284 16,633,718

501 to 5000 Shares 7,774 15,861,092 3,033 43,511,811

5001 to 10000 Shares 1,708 13,088,105 169 12,453,553

10001 to 20000 Shares 1,109 16,174,271 68 9,560,653

20001 to 30000 Shares 435 10,837,214 22 5,152,960

30001 to 40000 Shares 174 6,185,991 9 3,175,869

40001 to 50000 Shares 138 6,347,968 7 3,182,067

50001 to 100000 Shares 223 16,409,558 17 12,862,425

100001 to 1000000 Shares 160 40,195,816 10 31,055,344

Over 1000000 Shares 9 25,361,444 - -

Total 15,341 151,347,240 14,619 137,588,400

Percentage

30-06-17

The Shares are listed in DSE & CSE. On 30-06-17 the market price of each share was Tk. 12.10 & Tk. 12.00 respectively.in the DSE & CSE

Percentage

30-06-16



2016-2017 2015-2016 2016-2017 2015-201611.00 Revaluation Reserve:

This is made up as follows:Opening Balance 387,115,202 465,112,492 387,115,202 465,112,492

Add:Revaluation made during the year - - - -

387,115,202 465,112,492 387,115,202 465,112,492 Less: Deferred Tax on Revaluation 3,971,746 (48,745,391) 3,971,746 (48,745,391) Less: Depreciation of revalued assets transferred to

retained earnings (26,478,315) (29,251,899) (26,478,315) (29,251,899) Less: Related Tax

Closing Balance 364,608,634 387,115,202 364,608,634 387,115,202

12.00 Retained Earnings:

This is made up as follows:Opening Balance 368,231,673 348,437,618 368,231,673 348,437,618 Less: Dividend for the year 2014-2015 - 56,035,615 - 56,035,615 Less: Issue of bonus share 137,588,400 - 137,588,400 -

230,643,273 292,402,003 230,643,273 292,402,003 Add: Depreciation of revalued assets transferred from

Revaluation Reserve 26,478,315 29,251,899 26,478,315 29,251,899 Add: Profit for the year 43,700,060 46,577,771 43,700,060 46,577,771

300,821,648 368,231,673 300,821,648 368,231,673 12.A Share of Delta Ceramics Ltd.

Opening Balance 1,836,510 1,680,215 Add: Share of Holding Profitfor the year ended 30 June, 2017 80% of Tk. 16,316 13,053 156,295

302,671,210 370,068,183 300,821,648 368,231,673

13.00 Long Term Borrowings :

This consists of the following;

a) Bangladesh Devolopment Bank Ltd. (Note # 13.01) 222,794,686 261,794,859 222,794,686 261,794,859

b) Premier Leasing & Finance Ltd. (Note # 13.02) 429,195,497 420,801,065 429,195,497 420,801,065 c) Southeast Bank Ltd. (Note # 13.03) 10,936,409 25,795,770 10,936,409 25,795,770 Total Term Loan 662,926,592 708,391,694 662,926,592 708,391,694 Less: Current Portion of Term Loan (Note-16) 246,615,378 262,641,807 246,615,378 262,641,807 Long Term Portion 416,311,214 445,749,887 416,311,214 445,749,887

13.01 BDBL A/C No-0115 R:

Opening Balance 261,794,859 283,294,859 261,794,859 283,294,859 Less : Paid during the year 39,000,173 21,500,000 39,000,173 21,500,000

222,794,686 261,794,859 222,794,686 261,794,859 Less: Current Portion 125,811,794 157,005,743 125,811,794 157,005,743

96,982,892 104,789,116 96,982,892 104,789,116

13.02 Premier Leasing & Finance Ltd:


406,425,553 420,801,065 406,425,553 420,801,065 Add: Interest Charge during the year 22,769,944 - 22,769,944 -


312,566,913 333,465,001 312,566,913 333,465,001

This reserve were created in 2006-2007 by assets revaluation and then again in 2011-2012. The depreciation from 01.07.2007 to30.06.2017 of revalued amount has been transferred to retained earnings as per Para 41 of BAS 16 "Property Plant and Equipments" andDeferred Tax on Revaluation has been charged according to BAS-12 "Income Taxes".



13.03 Southeast Bank Ltd:


8,370,770 18,523,781 8,370,770 18,523,781 Add: Interest Charge during the year 2,565,639 7,271,989 2,565,639 7,271,989


6,761,409 7,495,770 6,761,409 7,495,770

14.00 Deferred Tax Liabilities:

30-06-16

Carrying amount Tax base

Taxable/ deductible temporary difference

Property, plant & equipments except land at cost 531,926,837 299,542,045 232,384,792 225,639,975 Revaluation surplus-PPE ( Land) 151,215,431 - 151,215,431 151,215,431 Revaluation surplus-PPE ( Other Assets) 258,166,847 - 258,166,847 284,645,162 Total taxable temporary difference 941,309,115 299,542,045 641,767,070 661,500,568 Tax on business income 15% 15%Tax on Revaluation reserve of land 4% 4%Tax on capital gain other Assets 15% 15%Closing deferred tax liabilities/(assets)-at cost 34,857,719 33,845,996 Closing deferred tax liabilities/(assets)-at revaluation 44,773,644 48,745,391 Total closing deferred tax liabilities/(assets) 79,631,363 82,591,388 Opening deferred tax liabilities/(assets)-at cost 33,845,996 46,040,511 Opening deferred tax liabilities/(assets)-at revaluation 48,745,391 - Total opening deferred tax liabilities/(assets) 82,591,388 46,040,511 Deferred tax expense/(income)-at cost 1,011,723 (12,194,515) Deferred tax expense/(income)-at revaluation (3,971,746) 48,745,391 Total deferred tax expense/(income) (2,960,024) 36,550,877

15.00 Short Term Borrowings

The break-up of the amount is given below:Agrani Bank Ltd. (Hypo) 50,875,613 44,708,968 50,875,613 44,708,968 Agrani Bank Ltd. (C. C. P) 284,505,183 223,313,703 284,505,183 223,313,703 Southeast Bank Ltd. (LTR) - 10,562,027 - 10,562,027 Agrani Bank Ltd. (LIM A/C) 55,259,583 35,695,185 55,259,583 35,695,185 Southeast Bank Ltd. (Time Loan) 47,881,408 57,924,572 47,881,408 57,924,572 Southeast Bank Ltd. (O.D) 9,987,854 9,921,310 9,987,854 9,921,310 EXIM Bank Ltd. (OD) - 45,000,000 - 45,000,000

448,509,641 427,125,765 448,509,641 427,125,765

16.00 Current Portion of Long Term Borrowings: This consists of the following;a)Bangladesh Devolopment Bank Ltd. (Note # 13.01) 125,811,794 157,005,743 125,811,794 157,005,743

b) Premier Leasing & Finance Ltd. (Note # 13.02) 116,628,584 87,336,064 116,628,584 87,336,064

c) Southeast Bank Ltd. (Note # 13.03) 4,175,000 18,300,000 4,175,000 18,300,000

246,615,378 262,641,807 246,615,378 262,641,807

17.00 Interest Payable to BDBL :This has been arrived as at under;Opening Balance 61,728,163 18,707,326 61,728,163 18,707,326 Add : During the year 41,077,734 43,020,837 41,077,734 43,020,837

102,805,897 61,728,163 102,805,897 61,728,163 Less : Paid during the year - - - -

102,805,897 61,728,163 102,805,897 61,728,163

This represents the present outstanding balances of the above loans. The above loans are secured by personal guarantee of the directorof the company,corporate gurantee and the pari passu sharing agreement between banks on fixed and floting assets of the company.Theinterest rate of this loans are varying from 12% -14%.

30-06-17

Particulars

2016-2017 2015-2016 2016-2017 2015-201618.00 Trade and Other Payables

Packing Materials 6,549,886 4,217,062 6,549,886 4,217,062 Inspection - 20,471 - 20,471 Chemicals 62,500 39,000 62,500 39,000 Repair & Maintenance - 109,250 - 109,250 Internet Service - 13,800 - 13,800 Electric Equipment 22,824 - 22,824 - BMRE (Building) 3,750 - 3,750 - Expantion Through Product Diversification:Building 2,687,408 1,738,257 2,687,408 1,738,257 Machinery 66,189 1,021,009 66,189 1,021,009 Underground RCC Humidification Duct 750,000 1,940,000 750,000 1,940,000

10,142,557 9,098,849 10,142,557 9,098,849

19.00 Workers Profit Participation Fund :Opening Balance 2,777,150 1,731,033 2,777,150 1,731,033 Add : Provision during the year 2,897,491 2,746,117 2,897,491 2,746,117 5,674,641 4,477,150 5,674,641 4,477,150 Less : Paid during the year - 1,700,000 - 1,700,000

5,674,641 2,777,150 5,674,641 2,777,150

20.00 Unclaimed Dividend:Opening Balance 65,988,500 41,902,153 65,988,500 41,902,153 Add: Dividend During the year 2014-2015 - 56,035,615 - 56,035,615

65,988,500 97,937,768 65,988,500 97,937,768 Less : Paid during the year (Previous years) - - - -

65,988,500 97,937,768 65,988,500 97,937,768 Less : Paid during the year 2014-2015 1,685,230 31,949,268 1,685,230 31,949,268

64,303,270 65,988,500 64,303,270 65,988,500

Year wise break-up of unclaimed dividend is as follows:Balance up 30.06.2005 - - - - Unpaid Dividend (Directors) 11,872,517 11,872,517 11,872,517 11,872,517 2005-2006 3,058,921 3,058,921 3,058,921 3,058,921 2006-2007 3,929,652 3,929,652 3,929,652 3,929,652 2007-2008 2,922,420 2,922,420 2,922,420 2,922,420 2008-2009 1,589,311 1,589,311 1,589,311 1,589,311 2009-2010 8,060,159 8,060,159 8,060,159 8,060,159 2010-2011 5,389,923 5,389,923 5,389,923 5,389,923 2011-2012 Stock Dividend Stock Dividend Stock Dividend Stock Dividend2012-2013 3,301,374 3,301,374 3,301,374 3,301,374 2013-2014 1,777,876 1,777,876 1,777,876 1,777,876 2014-2015 22,401,117 24,086,347 22,401,117 24,086,347 2015-2016 - Stock Dividend - Stock DividendTotal 64,303,270 65,988,500 64,303,270 65,988,500

21.00This has been arrived at as under;Opening Balance 45,458,715 34,742,572 44,731,652 34,742,572 Add : Provision during the year (Notes: 21.01) 13,247,827 20,656,300 13,238,037 20,539,080

58,706,542 55,398,872 57,969,689 55,281,652 Less: Paid during the year (4,064,969) (10,550,000) (4,064,969) (10,550,000)

Less: Adjustment against advance income tax (2014-2015) (5,106,929) - (5,106,929) - Add: Delta Ceramics Limited (2014-15) - 609,843 - -

49,534,644 45,458,715 48,797,791 44,731,652

The Company made provision for Workers Profit Participation Fund (WPPF) @ 5% of the profit after charging such expense .



Provision for Current Tax

Year wise break up is as follows:

Assessment Year and appeal statusDemand/Provisio

n TK. Paid Taka Outstanding

2004-05 Assessment completed 3,896,717 892,000 3,004,717

2005-06 Assessment completed 1,432,328 1,100,000 332,328

2006-07 Assessment completed 7,480,419 4,900,000 2,580,419


2008-09 Pending before Hon'ble High Court 4,677,325 6,500,000 (1,822,675)


2010-11 Assessment completed 5,587,508 4,500,000 1,087,508

2011-12 Appeal Pending 8,344,856 - 8,344,856

2012-13 Appeal to be filed 11,497,104 - 11,497,104

2013-14 Appeal to be filed 10,424,641 10,150,930 273,711

TDS - 917,428 (917,428)

2014-15 19,716,865 8,259,135 11,457,730

2015-16 11,973,805 13,169,420 (1,195,615)

2016-17 20,539,080 10,550,000 9,989,080

2017-18 13,238,037 9,171,898 4,066,139

Total 127,928,602 79,130,811 48,797,791

2016-2017 2015-2016 2016-2017 2015-2016

21.01 Current Tax

Profit Before Tax 57,949,820 54,922,336 57,949,820 54,922,336 Less: Other Income (15,855,394) (34,546,763) (15,855,394) (34,546,763) Add: Accounting Depreciation 82,462,241 90,668,659 82,462,241 90,668,659 Less: Tax Depreciation (62,728,742) (79,060,899) (62,728,742) (79,060,899) Taxable Income for the year 61,827,925 31,983,333 61,827,925 31,983,333 Rate of Tax 15% 15% 15% 15%Tax on business 9,274,189 4,797,500 9,274,189 4,797,500 Add: 25 % Tax on other income 3,963,849 8,636,691 3,963,849 8,636,691 Aditional Tax Provision (2005-2011) - 7,104,889 7,104,889 Delta Ceramics Limited 9,790 117,220 - -

Total Provision for the year 13,247,827 20,656,300 13,238,037 20,539,080

22.00 Liabilities for Expenses :

This consists of the followingTelephone Bill -( Head Office) 4,366 6,751 4,366 6,751 Telephone Bill -( Factory) 2,420 2,665 2,420 2,665 Electric Bill -( Factory) 134,823 135,000 134,823 135,000 Electric Bill -( H.O) 42,670 51,417 42,670 51,417

Wasa Bill 5,313 2,047 5,313 2,047 Titas Gas 5,161,338 3,702,379 5,161,338 3,702,379

Director Remuneration 600,000 150,000 600,000 150,000 Salary -( Head Office) 2,258,292 823,138 2,258,292 823,138

Salary and Wages -( Factory) 8,075,097 7,137,147 8,075,097 7,137,147

Overtime 504,446 379,545 504,446 379,545

Audit Fees 269,000 184,000 269,000 184,000 Refundable Share Money 2,000 2,000 2,000 2,000 Newspaper Bill- Head Office 1,350 1,500 1,350 1,500

Newspaper Bill- Factory 480 600 480 600

Credit Rating Fees - 9,000 - 9,000

Subscription (BTMA) - 46,180 - 46,180

Carrying, loading and unloading 206,548 81,426 206,548 81,426

Legal and Documentation 130,000 - 130,000 -

Advertisement 45,884 - 45,884 -

CDBL 125,778 - 125,778 -

Delta Ceramics Limited 95,212 35,708 - - 17,665,017 12,750,503 17,569,805 12,714,795



2016-2017 2015-2016 2016-2017 2015-2016

23.00 Sales Revenue :This consists of the followingCotton Yarn 841,369,193 1,052,741,544 841,369,193 1,052,741,544 Export 235,421,473 14,357,550 235,421,473 14,357,550

Delta Ceramics Limited 757,000 6,117,000 - -

1,077,547,666 1,073,216,094 1,076,790,666 1,067,099,094

23.01 Sales represents: Kg. Kg. Kg. Kg.Various counts of yarn 2,599,386 2,470,984 2,599,386 2,470,984

23.01 Capacity utilization Kg. Kg. Kg. Kg.

Production capacity during the year as per standard

product mix (32s counts basis) 5,350,000 5,350,000 5,350,000 5,350,000

Production of Cotton Yarn various Counts (Actual

mix) 2,582,657 2,498,292 2,582,657 2,498,292

Capacity utilization 81% 79% 81% 79%

24.00 Cost of Sales :Raw materials consumed (24.01) 619,119,255 601,715,353 618,597,255 596,471,152 Add : Direct expenses (24.02) 165,504,306 185,447,596 165,499,207 185,319,068 Add : Factory overhead (24.03) 147,654,349 135,529,932 147,654,349 135,529,932 Total cost 932,277,911 922,692,881 931,750,812 917,320,152 Add : Opening work-in-process 34,145,000 39,645,000 34,145,000 39,645,000

966,422,911 962,337,881 965,895,812 956,965,152 Less : Closing work-in-process 38,572,343 34,145,000 38,572,343 34,145,000

927,850,568 928,192,881 927,323,469 922,820,152 Add:Opening stock of waste cotton 394,587 102,500 394,587 102,500

928,245,155 928,295,381 927,718,056 922,922,652 Less:Closing stock of waste cotton 243,887 394,587 243,887 394,587 Cost of production 928,001,268 927,900,794 927,474,169 922,528,065 Add:Opening stock of finished goods 39,384,694 31,504,122 39,384,694 31,504,122

967,385,962 959,404,916 966,858,863 954,032,187 Less: Closing stock of finished goods 46,216,679 39,384,694 46,216,679 39,384,694 Cost of Sales 921,169,283 920,020,221 920,642,184 914,647,492

24.01 Raw Materials Consumed :Opening stock of raw materials 747,674,148 788,001,825 747,674,148 788,001,825 Add: Purchase of raw materials (24.01.01) 625,045,989 561,387,676 624,523,989 556,143,475 Goods available for consumption 1,372,720,137 1,349,389,501 1,372,198,137 1,344,145,300 Less: Closing stock of raw materials 753,600,882 747,674,148 753,600,882 747,674,148

Total 619,119,255 601,715,353 618,597,255 596,471,152

24.01.01 Raw Materials Purchase :Imported 7,231,652 44,268,302 7,231,652 44,268,302 Local 617,292,337 511,875,173 617,292,337 511,875,173

624,523,989 556,143,475 624,523,989 556,143,475 Purchase of Ceramics Goods 522,000 5,244,201 - -

Total 625,045,989 561,387,676 624,523,989 556,143,475

24.02 Direct expenses :Spare Parts Consumed (24.02.01) 25,920,372 25,485,626 25,920,372 25,485,626 Packing Materials (24.02.02) 10,170,241 38,577,564 10,170,241 38,577,564 Carrying, loading and unloading 1,027,148 1,162,734 1,027,148 1,162,734

Chemicals 932,571 651,985 932,571 651,985

VAT 4,000,725 3,591,101 4,000,725 3,591,101

Direct wages 70,542,481 56,540,322 70,542,481 56,540,322

Electric charges 1,640,031 1,619,431 1,640,031 1,619,431

Lubricant 8,032,283 8,146,682 8,032,283 8,146,682

Titas gas 43,233,355 49,543,623 43,233,355 49,543,623

Delta Ceramics Limited 5,099 128,528 - -

Total 165,504,306 185,447,596 165,499,207 185,319,068



2016-2017 2015-2016 2016-2017 2015-2016

24.02.01 Spare Parts Consumed :Opening stock of spare parts 15,975,603 34,497,092 15,975,603 34,497,092 Add: Purchase during the year 25,647,514 6,964,137 25,647,514 6,964,137 Goods available for consumption 41,623,117 41,461,229 41,623,117 41,461,229 Less: Closing stock of spare parts 15,702,745 15,975,603 15,702,745 15,975,603

Total 25,920,372 25,485,626 25,920,372 25,485,626

24.02.02 Packing Materials Consumed :Opening stock of packing materials 3,032,458 20,937,874 3,032,458 20,937,874 Add: Purchase during the year 14,627,019 20,672,148 14,627,019 20,672,148 Goods available for consumption 17,659,477 41,610,022 17,659,477 41,610,022 Less: Closing stock of packing materials 7,489,236 3,032,458 7,489,236 3,032,458

Total 10,170,241 38,577,564 10,170,241 38,577,564

24.03 Factory Overhead.

Wages and Salary 54,228,321 37,693,548 54,228,321 37,693,548 Entertainment 1,004,349 384,574 1,004,349 384,574 Telephone bill 14,849 13,150 14,849 13,150 Travelling and conveyance 67,731 63,015 67,731 63,015 Printing and Stationery 330,250 269,275 330,250 269,275

Subscription 199,900 168,300 199,900 168,300

Repairs and Maintenance 1,694,196 463,491 1,694,196 463,491

Vehicles Repairs and Maintenance 464,591 367,158 464,591 367,158

Vehicles fuel consumption 589,728 644,729 589,728 644,729

Medicine expenses 85,285 131,897 85,285 131,897

Newspaper 6,938 7,020 6,938 7,020

Misc. expenses 358,186 247,092 358,186 247,092

Overtime 3,041,694 2,866,818 3,041,694 2,866,818

Fire and Burglary insurance 4,742,166 5,644,869 4,742,166 5,644,869

Depreciation 78,339,129 86,135,226 78,339,129 86,135,226

Bridge Toll Fare 116,050 130,280 116,050 130,280

Rates and Taxes - 44,680 - 44,680

Legal and Documentation - 15,400 - 15,400

Office Maintenance 106,836 104,198 106,836 104,198

Environment Certificate 72,200 83,000 72,200 83,000

Inspection - 3,500 - 3,500

Renewal fees 30,600 32,415 30,600 32,415

Postage and Stamps 17,901 13,483 17,901 13,483 Internet Service 34,282 2,814 34,282 2,814 Delivery of Yarn 1,590,648 - 1,590,648 -

Gas Bill 18,520 - 18,520 -

Business Development Cost 500,000 - 500,000 - Total 147,654,349 135,529,932 147,654,349 135,529,932

Note: The Category wise break-up of the above Wages & Salary are as follows:-

Number Amount Amount

Employees Drawings Tk.3,000/= and above 1500 74,862,481 56,540,322

Employees Drawings Less than Tk.3,000/= 200 49,908,321 37,693,548 Total 1700 124,770,802 94,233,870



2016-2017 2015-2016 2016-2017 2015-2016

25.00 Administrative and selling expenses:

Salary and Allowance 13,118,731 14,092,956 13,118,731 14,092,956

Directors' remuneration 1,800,000 1,800,000 1,800,000 1,800,000

Electric Bill 431,292 486,656 431,292 486,656

Wasa Bill 40,536 24,978 40,536 24,978

Gas Bill 19,500 39,000 19,500 39,000

Telephone Bill 88,319 115,766 88,319 115,766

Entertainment 477,425 397,324 477,425 397,324

Travelling and Conveyance 752,048 710,038 752,048 710,038

Printing and Stationery 380,425 339,223 380,425 339,223

Gift and Presentation 94,448 158,150 94,448 158,150

Newspaper 17,630 17,709 17,630 17,709

Repairs and Maintenance 395,903 953,865 395,903 953,865

Vehicles Repairs & Maintenance 1,051,608 1,296,427 1,051,608 1,296,427

Vehicles Fuel Consumption 404,134 322,595 404,134 322,595

Office Maintenance 248,150 298,904 248,150 298,904

Legal and Documentation 820,141 838,799 820,141 838,799

Rates and Taxes - 14,969 - 14,969

Postage and Stamps 22,564 55,951 22,564 55,951

Renewal fees 35,000 61,845 35,000 61,845

Training expenses 14,000 - 14,000 - Audit fees 338,000 460,000 338,000 460,000

Misc. expenses 589,380 526,143 589,380 526,143

Advertisement 736,816 1,109,519 736,816 1,109,519

Donation and Subscription 212,000 301,000 212,000 301,000

Diary and Calendar 471,615 475,585 471,615 475,585

AGM and EGM Expenses 315,148 463,277 315,148 463,277

Subscription (BTMA) 100,100 137,340 100,100 137,340

Listing Fees (DSE) 974,164 583,177 974,164 583,177

Internet Service 204,240 296,475 204,240 296,475

Depreciation 4,140,119 4,553,184 4,123,112 4,533,433

Inspection - 92,000 - 92,000

CDBL 231,778 325,074 231,778 325,074

Credit Rating Fees - 69,000 - 69,000

Listing Fees (BAPLC) 30,000 95,000 30,000 95,000

Carrying , loading and unloading 200,155 149,255 200,155 149,255

Professional fees 80,188 755,000 80,188 755,000

Certificate of Corporate Governance 30,000 - 30,000 -

DSE (Fine) 10,000 - 10,000 -

Business Development Cost 12,000 - 12,000 -

Board Meeting Fees 80,000 - 80,000 -

Toll Fare 5,690 - 5,690 -

UCAS 8,000 - 8,000 -

Delta Ceramics Limited 185,997 410,193 - -

Total 29,167,244 32,826,376 28,964,240 32,396,432

Note: The Category wise break-up of the above Salary & Allowances are as follows:-

Number Amount Amount

Employees Drawings Tk.3,000/= and above 95 13,118,731 14,092,956

Employees Drawings Less than Tk.3,000/= - - - Total 95 13,118,731 14,092,956

26.00 Financial expenses :Interest on short term loan 15,494,801 49,745,554 15,494,801 49,745,554 Interest on long term loan 66,405,791 50,292,826 66,405,791 50,292,826 Bank charges 291,733 490,217 291,733 490,217 Delta Ceramics Limited 791.00 1,739 - -

Total 82,193,116 100,530,336 82,192,325 100,528,597



2016-2017 2015-2016 2016-2017 2015-2016

27.00 Non Operating Income:Interest from STD Account 9,528 17,431 9,528 17,431 Interest from FDR Account 1,273,859 34,529,332 1,273,859 34,529,332 Waste Cotton 12,968,439 2,902,078 12,968,439 2,902,078 Others 1,603,568 693,040 1,603,568 693,040

15,855,394 38,141,881 15,855,394 38,141,881

28.00 Basic Earnings Per Share (EPS)Net profit after tax 43,713,113 46,734,066 43,700,060 46,577,771 No. of ordinary shares outstanding 151,347,240 151,347,240 151,347,240 151,347,240 Basic Earnings Per Share 0.29 0.31 0.29 0.31

Previous year's EPS has been adjusted as per the requirement of BAS-33 "Earning per share".

29.00

The composition of net assets value per share is given below:ShareHolders Equity 2,180,752,245 2,133,067,385 2,178,902,682 2,131,230,875 Number of ordinary shares outstanding 151,347,240 137,588,400 151,347,240 137,588,400 NAV per share 14.41 15.50 14.40 15.49

30.00 Net operating cash flow per share (NOCFPS)Net Cash Flow from Operating Activities 105,545,191 365,259,409 106,130,965 368,083,065 Number of ordinary shares outstanding 151,347,240 151,347,240 151,347,240 151,347,240 NOCFPS 0.70 2.41 0.70 2.43

31.00 Related Party Transactions-Discloser Under BAS-24

There was three related party transaction during the year and mentioned in below:

Nature of relationship

Transaction during the year

Outstanding Balance

Subsidiary Company 897,715 143,923,169 Remuneration 1,800,000 -

Director Board Meeting Fee 80,000 -

32.00 Payment/Perquisites to Directors & Officers:

33.00 Contingent Assets /Liabilities :There was no Contingent Assets & Liabilities as on 30.06.17 except income tax liability, if any.

34.00 Financial Risk Management

Credit Risk

Liquidity Risk

Market Risk

Credit Risk

Liquidity Risk

Name of party

Delta Ceramics Ltd.



Credit risk is the risk of a financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual

obligations and arises principally from the company's receivables. Management has a credit policy in place that are controlled and

monitored on an ongoing basis. In monitoring credit risk, receivables are grouped according to their risk profile, i.e. their legal status,

financial condition, ageing profile etc. Trade receivables are related to sale of various count of finished yarn. The maximum exposure to

credit risk is represented by the carrying amount of each financial asset in the statement of financial position. Risk exposures from other

financial assets. i.e. Cash at bank and other receivables are nominal.

1. During the year no other compensation was allowed by the company to the directors of the company except directors remuneration of Taka 18,00,000 and board meeting attendance fee of Taka 80,000.

2. No amount of money was expended by the company for compensating any member of the board for special services rendered.

** During the year 2016-2017, the company paid a compensation to its 5 ( Five) key management personnel a " Short Term Employees Benefit" of Tk.28,64,700. No long term or any other benefits has been paid to these key manageent personnel.

The company has overall risk management framework. Risk management policies, procedures and systems are reviewed regularly to

reflect changes in market conditions and the company's activities. The company has exposure to the following risk for its use of financial

instruments.

Director

Net asset value ( NAV) Per Share with revaluation reserve

Market Risk

(a) Currency risk

(b) Interest rate risk

35.00 Claim Against the Company not acknowledged as debt:There was no claim against the Company not acknowledged as debt as on 30.06.17

36.00 Events after the Reporting period

37.00 Payment Made in foreign currency :There was no expenses incurred or paid in foreign currencies during the year other than import of raw materials and machinery.

38.00 Sales Commission:During the year, the company did not pay any commission to any sole agent or other selling agents.

39.00 General Expenditure:During the year the company did not incur any expenditure except above head.

Subsequent to the Statement of Financial Position date, the Board of Directors authorised for issue of this financial statements in their

meeting held on 28 October, 2017 and recommended 10% Stock Dividend to all shareholders for the year ended 30th June, 2017. The

dividend proposal is subject to shareholders' approval at the forthcoming Annual General Meeting.

Interest rate risk is the risk that arises due to changes in interest rates on borrowing. The foreign currency loan is subject to floating rates

of interest. Local loans are, however, not significantly affected by fluctuations in interest rate risk . The company has not entered into any

type of derivative instrument in order to hedge interest rate risk as at the reporting date.

Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The company's approach inmanaging liquidity ( cash and cash equivalents) is to ensure as far as possible, that it will always have sufficient liquidity to meet itsliabilities when due under both normal and stressed conditions without incurring unacceptable losses or risking damage to thecompany's reputation. Typically, the company ensures that it has sufficient cash and cash equivalents to meet expected operationalexpenses including financial obligation through preparation of the cash flow forecast with due consideration of time line of payment ofthe financial obligation and accordingly arrange for sufficient liquidity/fund to make the expected payment within due date. In extremestressed conditions the company may get support from the related company in the form of short term financing.

Market risk is the risk that any changes in market prices such as foreign exchange rates and interest will affect the company's income orthe value of its holdings financial instruments. The objective of market risk management is to manage and control market risk exposureswithin acceptable parameters.

The company is exposed to currency risk on certain revenues and purchases such as revenue from foreign customers and import of raw

materials, machineries and equipment. Majority of the company's foreign currency transactions are denominated in USD and relate to

procurement of raw materials, machineries and equipment from abroad.

The CompanyCOST: Annexure-A

Land and Land Development 97,223,017 - 97,223,017 0% - - - - 97,223,017 Buildings 383,409,534 - 383,409,534 7.5% 225,787,707 11,821,637 - 237,609,344 145,800,190 Plant and Machinery 1,638,671,838 - 1,638,671,838 10% 1,233,456,127 40,521,571 - 1,273,977,698 364,694,140

Electric Sub - station & Power Connection 52,793,471 - 52,793,471 15% 37,359,487 2,315,098 - 39,674,585 13,118,886 Office Equipment 11,539,001 1,042,895 - 12,581,896 15% 9,656,380 360,610 - 10,016,990 2,564,906 Furniture and Fixture 7,464,419 2,386 - 7,466,805 10% 5,773,020 169,259 - 5,942,279 1,524,526 Air Conditioner 1,952,976 - 1,952,976 15% 1,648,821 45,623 - 1,694,444 258,532 Vehicles 14,685,912 - 14,685,912 20% 13,353,207 266,541 - 13,619,748 1,066,164 Electric Equipment 28,158,126 295,587 - 28,453,713 15% 25,097,639 481,242 - 25,578,881 2,874,832 Books and Periodicals 29,304 7,120 - 36,424 10% 9,418 2,345 - 11,763 24,661

2,235,927,598 1,347,988 - 2,237,275,586 1,552,141,807 55,983,926 - 1,608,125,732 629,149,854 2,229,737,524 6,190,074 - 2,235,927,598 1,490,725,046 61,416,760 - 1,552,141,807 683,785,791

Revaluation:

Rate

of

DepLand and Land Development 151,215,431 - - 151,215,431 0% - - - - 151,215,431 Buildings 131,118,819 - - 131,118,819 7.50% 46,213,675 6,367,886 - 52,581,560 78,537,259 Plant and Machinery 456,266,487 - - 456,266,487 10% 258,647,092 19,761,939 - 278,409,032 177,857,455

Electric Sub - station & Power Connection 4,840,075 - - 4,840,075 15% 2,707,244 319,925 - 3,027,168 1,812,907 Office Equipment (129,770) - - (129,770) 15% (94,409) - - (94,409) (35,361) Furniture and Fixture (127,946) - - (127,946) 10% (72,869) - - (72,869) (55,077) Air Conditioner 417,519 - - 417,519 15% 320,815 14,506 - 335,320 82,199 Vehicles (668,775) - - (668,775) 20% (556,573) - - (556,573) (112,202) Electric Equipment 404,659 - - 404,659 15% 310,933 14,059 - 324,992 79,667

743,336,499 - - 743,336,499 307,475,906 26,478,315 - 333,954,221 409,382,278 743,336,499 - - 743,336,499 278,224,008 29,251,899 - 307,475,906 435,860,593

2,979,264,097 1,347,988 - 2,980,612,085 1,859,617,713 82,462,241 - 1,942,079,953 1,038,532,132 2,973,074,023 6,190,074 - 2,979,264,097 1,768,949,053 90,668,659 - 1,859,617,713 1,119,646,384

Allocation of Depreciation:Factory Overhead 78,339,129 Administrative Expenses 4,123,112

82,462,241

R E V A L U A T I O N

C O S T

Grand-Total as on June 30, 2016

Sub-Total as on June 30, 2017Sub-Total as on June 30, 2016

Balance as on 01.07.16

Particulars


Grand-Total as on June 30, 2017

Addition during the year



Dep. Rate

W.D.V as on 30.06.17Balance as on

30.06.17

Adjustment during the

year


DELTA SPINNERS LIMITEDSchedule of Property, Plant & Equipment

As at 30 June 2017

D E R E C I A T I O N

W.D.V as on 30.06.17

Depreciation



year





year

ParticularsBalance as on

01.07.16Balance as on

30.06.17


year

ConsolidatedCOST: Annexure-A

Land and Land Development 236,723,469 - 236,723,469 0% - - - - 236,723,469 Buildings 383,644,534 - 383,644,534 7.5% 225,787,707 11,821,637 - 237,609,343 146,035,191 Plant and Machinery 1,638,671,838 - 1,638,671,838 10% 1,233,456,127 40,521,571 - 1,273,977,698 364,694,140

Electric Sub - station & Power Connection 52,793,471 - 52,793,471 15% 37,359,487 2,315,098 - 39,674,585 13,118,886 Office Equipment 11,609,001 1,042,895 - 12,651,896 15% 9,689,840 366,091 - 10,055,931 2,595,965 Furniture and Fixture 7,524,419 2,386 - 7,526,805 10% 5,793,654 173,196 - 5,966,850 1,559,955 Air Conditioner 1,952,976 - 1,952,976 15% 1,648,821 45,623 - 1,694,444 258,532 Vehicles 14,685,912 - 14,685,912 20% 13,353,207 266,541 - 13,619,748 1,066,164 Electric Equipment 28,255,056 295,587 - 28,550,643 15% 25,143,972 488,832 - 25,632,804 2,917,839 Books and Periodicals 29,304 7,120 - 36,424 10% 9,418 2,345 - 11,763 24,661

2,375,889,980 1,347,988 - 2,377,237,968 1,552,242,233 56,000,933 - 1,608,243,165 768,994,803 2,369,699,906 6,190,074 - 2,375,889,980 1,490,805,721 61,436,512 - 1,552,242,233 823,647,747

Revaluation:

Rateof

DepLand and Land Development 151,215,431 - - 151,215,431 0% - - - - 151,215,431 Buildings 131,118,819 - - 131,118,819 7.50% 46,213,675 6,367,886 - 52,581,560 78,537,259 Plant and Machinery 456,266,487 - - 456,266,487 10% 258,647,092 19,761,939 - 278,409,032 177,857,455

Electric Sub - station & Power Connection 4,840,075 - - 4,840,075 15% 2,707,244 319,925 - 3,027,168 1,812,907 Office Equipment (129,770) - - (129,770) 15% (94,409) - - (94,409) (35,361) Furniture and Fixture (127,946) - - (127,946) 10% (72,869) - - (72,869) (55,077) Air Conditioner 417,519 - - 417,519 15% 320,815 14,506 - 335,320 82,199 Vehicles (668,775) - - (668,775) 20% (556,573) - - (556,573) (112,202) Electric Equipment 404,659 - - 404,659 15% 310,933 14,059 - 324,992 79,667

743,336,499 - - 743,336,499 307,475,906 26,478,315 - 333,954,221 409,382,278 743,336,499 - - 743,336,499 278,224,008 29,251,899 - 307,475,906 435,860,593

3,119,226,479 1,347,988 - 3,120,574,467 1,859,718,139 82,479,248 - 1,942,197,386 1,178,377,081 3,113,036,405 6,190,074 - 3,119,226,479 1,769,029,728 90,688,410 - 1,859,718,139 1,259,508,340

Allocation of Depreciation:Factory Overhead 78,339,129 Administrative Expenses 4,140,119

82,479,248


Grand-Total as on June 30, 2017Grand-Total as on June 30, 2016

W.D.V as on 30.06.17










ParticularsR E V A L U A T I O N Depreciation

As at 30 June 2017

ParticularsC O S T

Dep. Rate

D E R E C I A T I O NW.D.V as on

30.06.17Balance as on

01.07.16Addition during

the yearAdjustment during the






DELTA SPINNERS LIMITEDSchedule of Property, Plant & Equipment

Annexure-B

Particulars

2016-2017 2015-2016

Existing Under BMRE:

Buildings 3,578,668 1,289,705

Machinery 28,181,958 25,443,327

Sub Total 31,760,626 26,733,032

Expantion Through Product Diversification :

Building 268,923,981 193,567,040

Machinery 321,465,670 145,001,048

Heat Protecting Factory Roof Insulation 9,562,500 9,562,500

Underground RCC Humidification Duct 55,510,000 55,510,000

Synthetic Ceiling Board 37,142,500 37,142,500

Sub Total 692,604,651 440,783,088

Grand Total : 724,365,276 467,516,119

Amounts in Taka


Schedule of Capital Work-in-progress

As at 30 June 2017

27

Annexure-C

KG KG

A1 PIMA Grade 819,666 963,011

2 MCU-5 Indian Raw Cotton 1,730,430 1,682,554

3 CIS 17/16 Origin Raw Cotton 553,784 569,954

4 DCH-32 Indian Raw Cotton 625,278 625,381

5 Tencel Fiber 2,056 20,679

6 Mira Flax Fiber 1,662 2,889

7 White Viscos 292 1,369

8 Black Viscos - 9,486

9 Comber Noil 4,522 7,302

10 Flat Strip 17,939 9,907

11 Colour Fiber Polyester - 301

12 Polyester Indorama 4,570 16,280

13 Polyester Black 847 -

Total 3,761,045 3,909,113

KG KG

1 80 A.C 5,171 7,620 2 80 C 7,666 7,666

3 78 C 8,714 6,713

4 76 A.C 1,996 1,996

5 76 C 544 544

6 74 H 1,542 1,179

7 76 H 2,903 2,903

8 70 C 3,493 3,493

9 62 H 1,270 1,179

10 60 A.C 5,715 13,608

11 64 A.C 1,860 1,860

12 60 C 6,214 6,214 13 58 C 3,946 2,767

14 56 A.C 4,400 4,990

15 54 H 4,627 4,627

16 52 A.C 5,035 2,586 17 53 A.C 1,270 1,270

18 50 A.C 17,146 2,948

19 50 N.C 2,812 454 20 45 C 7,711 1,179

21 40 H 1,633 1,633

22 30 R.C 9,979 8,845

23 10 C 4,899 2,495

24 54 C 3,357 3,357

25 77 A.C 1,769 363

26 57 A.C - 1,452

27 57 C 862 1,542 28 82 A.C 1,406 318 29 54 A.C 4,491 - 30 74 A.C 6,486 2,041 31 84 C - 590 32 56 C - 544

Others 37,125

128,918 98,976 Total


Schedule of Inventory (Raw Cotton)

As at 30 June ,2017

SL No. Particulars

The Company

30.06.2016

SL No. Particulars

The Company

30.06.2016

The Company

30.06.2017

The Company

30.06.2017


Schedule of Inventory (Finished Yarn)

As at 30 June 2017

28

The Company Annexure -D

30.06.2017 30.06.2016

Amount in Taka Amount in Taka

1 Rafi Yarn Trading 25,492,400 21,200,000

2 G.R. International 31,731,681 18,052,166

3 Haji Saifuddin 14,483,080 16,875,259

4 S.A. Yarn Trading 12,078,934 14,599,456

5 ARS Trade International 20,556,112 23,362,627

6 Rabeda Textiles Ltd. 15,338,056 12,949,635

7 Fazar Ali Textile 12,017,500 12,712,580

8 Khaleque Traders 10,050,000 13,415,456

9 Moslin Yarn Traders 15,071,500 8,235,039

10 Madaripur Trading 17,050,175 10,935,720

11 Hasna Textiles 19,570,000 14,250,653

12 Baywrong Ltd. 17,283,900 19,782,560

13 Young Socks Ltd. 15,686,000 16,090,062

14 Ma Enterprise 19,540,800 15,699,017

15 Bostra Bitan 21,507,540 19,280,901

16 Akota Traders 18,895,900 19,534,560

17 Biponony Bitan 20,580,000 24,901,258

18 Amin Traders 22,501,088 26,314,102

19 Suvash Sarker 20,800,000 16,267,800

20 Tareq Traders 20,777,860 23,732,300

21 Export 46,819,302 14,357,550

Total 417,831,828 362,548,701

Consolidated

The Company 417,831,828 362,548,701

Delta Ceramics Ltd. 4,235,070 4,012,626

422,066,898 366,561,327

Schedule of Trade & Other Receivable (Local & Export)


Sl. No Name of the Party

As at 30 June 2017

29

We also report that:

Date: Dhaka;

October 18 , 2017.

c. The company's Financial Position and Statement of Expenses dealt with the report are in

agreement with the books of account and returns.

ANISUR RAHMAN & CO.


We have audited the accompaying Statement of Financial Position of DELTA CERAMICS

LIMITED, Dhaka, as at 30th June, 2017 and the related Income Statement for the year ended. The

preparation of these financial statements is the responsibility of the company's management. Our

responsibility is to express an independent opinion on this financial statement based on our audit.

REPORT OF THE AUDITORS'

We conducted our audit in accordance with Bangladesh Standard of Auditing (BSA). There

standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statement are free of material misstatement. An audit includes examining on a test

basis, evidence supporting the amounts and disclosure in the financial statement. An audit also

includes assessing the accounting principles used and significant estimate made by management, as

well as evaluating the overall financial statement presentation. We believe that our audit provided a

reasonable basis for our opinion.

In our opinion, the financial Position, prepared in accordance with Bangladesh Accounting

Standard (BAS) give a true and fair view of the state of the company's affairs as of 30th June, 2017

and of th results of its operation for the year then ended and comply with the companies Act.1994

and other applicable laws and regulation.

a. We have obtained all the information and explanations which to the best of our knowledge and

belief werw necessary for the purpose of our audit and made due verification thereof.

b. In our opinion proper books of account as required by lae have been kept by the company so as

it appeared from our examination of those books.

Particulars Notes 30-06-2017 30-06-2016Assets:Property, Plant & Equipment 3 139,844,949 139,861,956

Current Assets: Trade and Other Receivables 4 4,235,070 4,012,626Advance Deposits & Prepaymetns 5 3,455,828 2,989,881Cash and Cash Equivalent 1,531,340 1,219,399Cash in Hand 6 1,527,200 1,214,500Cash at Bank 7 4,140 4,899

Total Assets 149,067,187 148,083,862

Owner's Equity & Liabilities:

Shareholders Equity: Share Capital 8 10,000,000 10,000,000Retained Earnings 2,311,953 2,295,637

12,311,953 12,295,637non-Current Liabilities:Share Money Deposit 9 135,923,169 135,025,454

Less: Current Liabilities Other Outsanding Expenses 10 95,212 35,708 Taxation Provision 11 736,853 727,063

Total Equity & Liabilities 149,067,186 148,083,862

Annexed notes form an integral part of this Financial Statements.

Delta Ceramics Limited Statement of Financial Position

As at 30 June 2017

Signed in terms of our separate report of even dated annexed.

Place: DhakaDate: 18 October, 2017 Chartered Acountants

Managing Director Director

Anisur Rahman & Co.

Notes 30-06-2017 30-06-2016

Sales Revenue 12 757,000 6,117,000

Less: Cost of Sales 13 527,099 5,372,729 Gross Profit 229,901 744,271

203,795 431,683 Administrative Expenses: 14 203,004 429,944 Financial Expenses 15 791 1,739

Income before Tax 26,106 312,588 Provision for tax 9,790 117,220 Net Income after Tax 16,316 195,367


Place: DhakaDate: 18 October, 2017


Delta Ceramics Limited Statement of Profit or Loss and Oher Comprehensive Income


Particulars

Less: Administrative and Financial Expenses



Anisur Rahman & Co.

Particulars Share CapitalRetained Earnings

Total

Opening Balance as on 01-07-2016 10,000,000 2,295,637 12,295,637 Net profit after tax for the year - 16,316 16,316 AS AT 30 JUNE, 2017 10,000,000 2,311,953 12,311,953

Particulars Share CapitalRetained Earnings

Total

Opening Balance as on 01-07-2015 10,000,000 2,100,269 12,100,269 Net profit after tax for the year - 195,367 195,367 AS AT 30 JUNE, 2016 10,000,000 2,295,637 12,295,637



Delta Ceramics Limited

Delta Ceramics Limited STATEMENT OF CHANGES IN SHARE HOLDERS' EQUITY


Anisur Rahman & Co.Chartered Acountants

STATEMENT OF CHANGES IN SHARE HOLDERS' EQUITYFor the year ended 30 June 2016



30-06-2017 30-06-2016A Cash flow from Operating Activities:

Collection from Revenue 534,556 5,531,745 Emloyees and others for cost and Expenses (654,383) (5,795,019) Prepayments & Deposits (465,947) (910,381) Tax Paid - - Net cash Used in operating Activities (585,774) (1,173,655)

B Cash flow from investing Activities

Property Plant & Equipment - - C Cash flow from Financing Activities

Share Money Deposit 897,715 1,457,221 Net cash Used in financing Activities 897,715 1,457,221

D Increase in Cash Equivalent( A+B+C) 311,941 283,566

E Cash & Cash Equivalent at the beginning of the year 1,219,399 935,833

F Cash and Cash Equivalent at the end of the year 1,531,340 1,219,399

Annexed notes form an integral part of these Financial Statements .



Statement of Cash Flow

Delta Ceramics Limited 254 - B Khilgaon Chowdhury Para,

Dhaka - 1219



Particulars

Signed interms of our separate report of even date annexed.

Anisur Rahman & Co.


254 -B Khilgaon Chowdhury Para,

Dhaka -1219

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30, JUNE 2017

1.00 Reporting Entity

1.01 Legal Status

Delta Ceramics Limited was incorporated on 11 April 2011 as a public company limited by shares in Bangladesh undercompanies Act, 1994 with the Registrar of Joint Stock Companies & Firms vide incorporation no. C-91948/11. Theregistered office of the Company is situated at 254 -B, Khilgaon Chowdhury Para, Dhaka-1219. Authorised capital of thecompany is Tk. 50,00,00,000 divided into 5,00,00,000 ordinary shares of Tk. 10 each and the paid up capital of the companyis Tk. 1,00,00,000 divided into 10,00,000 ordinary shares of Tk. 10 each.

The company is a subsidiary of Delta Spinners Ltd. which holds 80% of the shares of Delta Ceramics Limited.

1.02 Nature of Business

The principal activities of the company is to carry on the business of all kinds of ceramic goods and ceramic wares and to set

up or otherwise acquire, run and set up industry for the manufacture of such goods. The company has done some trading

operation of ceramic wares during the year.

2.00 Basis of Preperation

2.01 Statement of Compliance

The Financial statements have been prepared in accordance with the Bangladesh Accounting standards (BAS), Bangladesh

Financial Reporting Standard (BFRS), Companies Act 1994, Securities and Exchange Commission Act 1993, income Tax

Ordinance 1984, VAT Act 1991.

2.02 Fundamental Accounting Assumption

Financial statements have been prepared under historical cost convention, on going concern assumption and under accrual

basis.

2.03 Reporing period

Financial statement of the company have been prepared for the period covering from 01 July 2016 to 30 June 2017.

2.04 Presentation of Financial Statements

The financial statement includes Statement of Financial Position, Statement of Comprehensive Income, Statement of

Changes in Equity, Statement of Cash Flow and Notes to the Financial Statement. The Financial Statements have been

presented in Bangladesh Currency "Taka". Previous years figure have been rearranged where ever found necessary to

conform the current year presentation.

Office Equipment 15%

Furniture and Fixture 10%

Electric Equipment 15%

Tk. 139,844,949

Cost 139,962,382

Less: Accumulated Depreciation 117,433

Written Down Value 139,844,949

4.00 Trade and Other Receivables Tk. 4,235,070

Tk. 3,455,828

3,086,328

Advance to Staff 312,000

57,500

3,455,828

Tk. 1,527,200

Tk. 4,140

Delta Spinners Limited 800,000.00

Rustom Ali Howlader 25,000.00

Mostafa Kamal Haider 25,000.00

Mostafa Jamal Haider 25,000.00

Syed Mohammad Abdul Mannan 25,000.00

Dina Jabin 25,000.00

Mahboob Morshed 25,000.00

Mostafa Zakaria Haider 25,000.00

2.05 Tangible Assets

Nos. of shares

3.00 Property Plant & Equipment

These are stated at cost less depreciation. Depreciation on fixed assets have been charged in to the accounts for the year

under report as under:

8.00 Share Capital:

The company's authorised capital is Tk. 50,00,00,000 divided into 5,00,00,000 ordinary shares of Tk. 10 each. The paid of

capital of the company is Tk. 1,00,00,000 divided into 10,00,000 ordinary shares of Tk. 10 each fully paid in cash as follows:

Details have been given in schedule attached per annex - A.

5.00 Advance Deposits & Prepayments

Advance to suppliers

Advance for credit rating

6.00 Cash in Hand

Cash balance was physically counted at period end and agreed with book balance.

7.00 Cash at Bank

This amount are agreed with Bank Reconciliation Statement.

Name of share holders

Syed Faarrid Hussain 25,000.00

1,000,000.00

Tk. 135,923,169

10.00 Liabilities for Expenses Tk. 95,212

11.00 Provision for Income Tax Tk. 736,853

As per last year 727,063

Add : Provision during the year 9,790

736,853

Less: Paid during the year -

736,853

12.00 Salse Revenue Tk. 757,000

This represents sales of ceramic goods to the retail shop through purchase from the manufacturers.

Tk. 527,099

Puchases of Ceramic Goods 522,000

Carrying Cost 1,296

Loading & Unloading 775

Other direct Expenses 3,028

527,099

Tk. 203,004

Salary 156,000

Travelling & Conveyance 1,599

Office Supplies -

Audit Fee 20,000

Depreciation Expenses 17,007

Fees & Licence -

Entertainment 882

Newspaper Bill 700

Electric Bill 1,089

Legal Expense -

Office Maintenance 727

Professional Fee 5,000

203,004

15.00 Financial Expense: Tk. 791

13.00 Cost of Sales

This has been taken from the parent company, namely, Delta Spinners Ltd. against which shares are yet to be issued.

Total

9.00 Share Money Depsoit

14.00 Administrative Expenses

This represents bank charge.

No material events had occurred after reporting date to the date of issue of these Financial statements.

16.00 Post Balance Sheet Events

Annex: A

PARTICULAESBALANCE AS AT

01.07.2016

ADDITION DURING

THE PERIOD

TOTAL AS AT 30.06.2017

RATE OF DEP.

DEPRECIATION AS AT

01.07.2016

DEPRECIATION DURING

THE PERIOD

ACCUMULATED DEPRECIATION

W. D. VALUE AS AT 30.06.2017

Land and Land Development 139,500,452 - 139,500,452 0% - - - 139,500,452

Buildings Under Construction 235,000 - 235,000 0% - - - 235,000

Office Equipment 70,000 - 70,000 15% 33,460 5,481 38,941 31,059

Furniture and Fixture 60,000 - 60,000 10% 20,634 3,937 24,571 35,429 Electric Equipment 96,930 - 96,930 15% 46,333 7,590 53,922 43,008

Total : 139,962,382 - 139,962,382 100,426 17,007 117,433 139,844,949

Anisur Rahman & Co.



Schedule of Property Plant & Equipment

As at 30 June 2017

DELTA SPINNERS LIMITED Corporate Office : 254 B Khilgaon, Chowdhury Para, Dhaka 1219

Registered Office & Factory : Kaltapara, P.S. Gouripur, Dist. Mymensingh

PROXY FORM

I/We ..................................................................................................... of ...........................................................

being a Shareholder of Delta Spinners Limited do hereby appoint Mr./Ms. ....................................... ..............

............................................................. of .................................................................. (or failing him/her

Mr./Ms. ........................................................................................... of ...............................................................

................................ as my/our proxy in absence to attend and vote me/us and on my/our behalf at the

37th Annual General Meeting of the Company to be held on the 30

th day of December, 2017 and at any

adjournment thereof.

As witness, I put my hand this ..................................... day of ............................................... 2017.

(Signature of Proxy) Revenue (Signature of Shareholder)

Stamp

Folio/B.O. No. ................................. Tk. 10.00 Folio/B.O. No. ..............................................

No. of Shares ..............................................

IMPORTANT

1) The proxy form, duly stamped, must be deposited at the Registered Office of the Company at least 48

(forty eight) hours before the time for holding the meeting and in default, the instrument appointing the

proxy shall not be treated as valid.

2) Signature of the Shareholder and the proxy must conform to the Specimen Signature recorded with the

Company.

Signature Verified

DELTA SPINNERS LIMITED Corporate Office : 254 B Khilgaon, Chowdhury Para, Dhaka 1219

Registered Office & Factory : Kaltapara, P.S. Gouripur, Dist. Mymensingh

ATTENDANCE SLIP

I do hereby record my attendance at the 37th Annual General Meeting of the Company being held on the 30

th

day of December, 2017 at the factory premises of the Company at Kaltapara, Gouripur, Mymensingh.

Name of the Shareholder/Proxy : ......................................................................................................................

Folio/B.O. No. ..................................................... Signature ....................................................

No. of Shares ...................................................... Date ............................................................

IMPORTANT

1) Shareholders attending the meeting in person or by Proxy are requested to complete this Attendance Slip.

2) Signature of Shareholder or Proxy should conform to the specimen signature recorded with the Company.

3) Please bring this Attendance Slip with you. Admission in the Meeting Room will not be allowed

without it.

Annual Report 2016 2017 - delta-spinners.com · Compliance Report as per BSEC Notification Annexure...

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