Garments, Fashions, Spinning, Textiles, …...Maksons Spinning Mills Ltd., Holding # 87, Ward # 5,...

Metro Spinning LimitedThe name you can trust for best Quality Yarn

2016-2017R E P O R T

ANNUAL

Corporate OfficeHouse # 17, Road # 06, Sector # 01, Uttara, Dhaka-1230, Bangladesh

Tel : 8933 612, 8933 739, 8933740, Fax : 88-02-8933 656

Registered OfficeDilkusha Centre, 28 Dilkusha C/A, Suite # 401 (4th Floor) Dhaka-1000, Bangladesh

Tel : 7168 613-4, 9564 543, Fax : 88-02-9564 543E-mail : [email protected], Web : www.maksonsgroup.com.bd

from field to fashionMAKSONS GROUP

Metro Spinning Limited 01

2016-2017

GENERAL CONTENTS Notice of the 22nd Annual General Meeting 5 Corporate Governance Guidline 6-8 Introducing the Board of Directors 9-10 Company Profile 11 Message from the Chairman 13 Message from the Managing Director 15-16

DIRECTORS’ REPORT Report Presentation 18-21 Annexure - I (Status Report on Corporate Reporting) 22 Annexure - II (Pattern of Shareholding) 24 Annexure - III (Brief Resume of Directors) 26 Annexure - IV (Audit Committee Report) 27 Annexure - V (Auditor Certificate of Compliance on Corporate Governance) 28 Annexure - V[a] (CEO & CFO's Declaration) 29 Annexure - VI (Status of Complience with the conditions imposed by BSEC) 30-34 Annexure - VII (Value Added Statement) 35 Annexure - VIII 36-38 Five Years Financial Highlights 36 Financial Performance of the Company 37 Earning Per Share 38 Minutes of 21st Annual General Meeting 39

FINANCIAL REPORT Auditor's Report 42 Statement of Financial Position 43 (Balance Sheet)

Statement of Comprehensive Income 44 (Profit & Loss Account)

Statement of Changes in Equity 45 Statement of Cash Flow 46 Notes to the Financial Statement 47-64 Proxy Form & 65 SHAREHOLDER'S ATTENDANCE SLIP

Table ofContentsTable ofContents

Metro Spinning Limited02

2016-2017

CORPORATE VISIONWe see Business as a means to the well being of Shareholders, Stakeholders and Society at a large keeping in line with the Nation’s interest.

MISSION STATEMENTOur Corporate Mission is to provide world class products to our valued Customers, maintaining high Ethical Standards while we conduct Business.

OBJECTIVE Our Primary Business Objective is to conduct transparent Business Operations within Legal and Social framework, aiming to attain the mission with qualitative/quantitative targets while we operate.

FINANCIAL MANAGEMENT POLICY All Financial Policies like Investments, Dividend disbursement and other related Financial Policies are aimed to maximize the value of the organization within.

CORPORATE FOCUSOur vision is to polestar to our mission that fulfils our objectives with emphasis on the quality of product process and services blended with good governance that help build the image of the most venerable corporate citizenship at home and abroad.

Our Corporate Mission is to provide world class products to our valued Customers, maintaining high Ethical Standards while we conduct business.

Corporate MissionStatementCorporate MissionStatement


2016-2017

Letter ofTransmittal

To

All ShareholdersBangladesh Securities and Exchange CommissionRegistrar of Joint Stock Companies & FirmsDhaka Stock Exchange Limited Chittagong Stock Exchange Limited

Subject: Annual Report for the Year Ended on 30 June, 2017.

Dear Sir/Madam (s),We are pleased to enclose a copy of the Annual Report together with the Audited Accounts including Consolidated and Separate Balance Sheets, Income Statements, Cash Flow Statements for the Year Ended on 30 June, 2017, along with notes thereon of Metro Spinning Limited for your reference and record.

Yours sincerely,

____________________(Mohd. Mohsin Adnan)Company Secretary &Executive Director

Letter ofTransmittal


2016-2017

We at Metro Spinning Limited StriveTo provide top quality products at least possible price.

To protect Shareholders Capital invested in the company, ensuring highest return with promising growth.

To better compensate all our valued employees for they constitute as the backbone of the management and operational strength for the company.

To cooperate well with all the creditors and debtors who helped us in every manner whenever we need their assistance. The Banks and Financial Institutions who provide financial support the raw material suppliers, the utilities such as gas, power, water, etc; service providers and customers who buy our products by redeeming their claim in time by making prompt payment and we, as a company, have achieved this triumph by distributing products in due times to the customers.

To fulfill our corporate social responsibilities towards the Government of Bangladesh by making regular tax payments, duties and claims by various public agencies like municipalities, port authorities, etc.

To be a responsible citizen as an entity, for attaining social order we devoid all sorts of malpractices anti-environmental behaviors, unethical and immoral activities and corruptive dealings.

To practice good corporate governance in every aspects of activities covering intra alias by not being limited to disclosures and reporting to shareholders through holding AGM regularly, by distributing dividends and other benefits as much as possible from our Company’s end to the Valued Shareholders, Reporting/ Dissemination of Price Sensitive Information, etc.

To provide equality to all races, religion and discourage gender discrimination in terms of operating in the Industry.

To avail an environment free from pollution and poisoning for all citizens.

To achieve a millennium development goal for the Human Civilization existing and for our future generation at the same time.

Metro Spinning Limited has adopted the Ten Principles of the Global Compact initiated by the United Nations Secretary General. They are discussed below:

Human Rights:(1) Our Business Operation fully supports and takes necessary measures for the protection of

the internationally proclaimed Human Rights within its sphere of influence; and(2) The Management has made sure that the responsible authorities involved in different

Business segments are not complicit in Human Rights abuse.

Labor Standards:(3) Our Business operation upholds the freedom of association and effectiveness recognized for

the rights to collective bargaining,(4) We do not practice any forms of forced or compulsory Labor,(5) We practice effective abolition of Child labor and(6) We eliminate discriminatory acts in respect of Employment and Occupation.

Environmental Issues:(7) Our Business supports a precautionary approach to environmental challenges,(8) We undertake initiatives to promote greater environmental responsibilities; and(9) We highly encourage the development and diffusion of environment friendly technologies.

Ethical Standards:

(10) We are proud to announce that our Business operates against all sort of corruption in all respect, including extortion and bribery.

The Principles of the Company


2016-2017

Notice is hereby given that the 22nd Annual General Meeting of the Shareholders of Metro Spinning Limited will be held on Thursday, 21 December, 2017 at 09.30 am at the Maksons Group Conference Hall (Situated at Maksons Spinning Mills Ltd., Holding # 87, Ward # 5, Block # B, Shahid Minnat Ali Road # 4, Gouripur, Ashulia, Savar, Dhaka) to transact the following Business:

Agenda- 1: To Confirm the Minutes of the 21st Annual General Meeting held on Sunday, 18 December, 2016.Agenda- 2: To Receive, Consider and Adopt the Audited Financial Statements of the Company for the Year

Ended on 30 June, 2017 and Report of the Auditor and Director thereon for the said Year.Agenda- 3: To Declare Dividend.Agenda- 4: To Elect Chairman of the company. Agenda- 5: To Elect Directors.Agenda- 6: To appoint Auditors of the company for the term until the next AGM and to fix their remuneration. Agenda- 7: To transact any other Business of the Company with permission of the Chair.

BY ORDER OF THE BOARD OF DIRECTORS

_____________________MOHD. MOHSIN ADNANCompany Secretary & Executive Director

Place & Dated: Dhaka –09/10/2017

Notes:1. A Shareholder is entitled to attend and vote at the meeting, may appoint a Proxy to attend and vote

instead of him/her. The Proxy form, a specimen of which is enclosed, is must affixed with a requisite Stamp and must be submitted to the Corporate Office of the Company, not later than 48 hours before the day of the Annual General Meeting.

2. The Record Date shall be on Monday, 06 November, 2017. The Shareholders, whose names will appear in the Depository Register on that date, will be entitled to attend at the Annual General Meeting.

3. Shareholders are requested to submit their quires on the Directors’ Report and Audited Accounts, if any, at the Corporate Office of the Company by Monday, 18 December, 2017.

4. Members are requested to notify change of addresses, if any, to the Company.

Notice of The22nd Annual General MeetingNotice of The22nd Annual General Meeting


2016-2017

Corporate Governance involves decision-making process for all corporate bodies as an ongoing concern for the benefit of the whole race existing and for the future. These decisions may be categorized as policy and strategic, operational and executing, performance and evaluation and sharing of accretion assets between present and future cohorts. The involvement of the entrepreneur in all these area invokes decision making governance on a continual basis. The degree of involvement being a variable with the extent of delegation of authority top down and reporting for accountability bottom up of the management is a requirement. The Board of Directors, Executive Management Authority and Operational participants inclusive of workers and others share these aspects of governance in order to fulfill the common goal that converges in increasing the benefit of the stakeholders at the highest level. Till this time the entire corporate governance efforts are blended with “Good Governance Practice” as ethically and morally acceptable standards under a given socio political environmental phenomenon as per societal need we operate and exist with consistency

Corporate Governance is key to its sustenance. Good Corporate Governance is key to successful sustenance. Our Corporate Governance is as follows:

BOARD OF DIRECTORS Constitution:The Board of Directors, top Management echelon, consisting of the founder entrepreneurs/ successors and the inclusion of an Independent Director, provides the policy and strategic support and direction for the entire range of the corporate activities. The Board of Directors consist of Five (5) Members including the Independent Director with varied educational qualification and diversified experience, provides a balancing character in the decision making process. As the Board is reconstituted every year before each Annual General Meeting when one-third of the members retires and seeks re-election. A director is liable to be removed if the conditions of the Articles of Association and if the provisions of the Company Act 1994 are not fulfilled.

Roles and Responsibilities:The main role of the Board of Directors, considered the highest authority in the Company, is to provide general superintendence, oversee the operations and control the affairs of the Company through appropriate delegation and accountability process via the chain of command. The Board of Directors however, holds the ultimate responsibility and looks out for the Shareholders interest. They also look out for the best interest of the Stakeholders, the society at large including the country’s overall benefit in terms of economy. The Board of Directors in respect of fulfilling its full responsibilities holds periodic meetings, at least once a quarter and delivers appropriate decisions and gives directions to the Executive Management body. Such meetings usually are based on operational performances, financial results, and review of overall allocated and actual budget, capital expenditure, and proposals for BMRE or new project/ division/ product lines, collection of funds through issuance of shares or borrowing, procurement of raw materials, plant and machineries, pricing of product/ discounts, recruitment, training and promotion of officers, approval of audited accounts and distribution of dividends and other interest of the stakeholders including the employees and workers. The Board of Directors takes special care in designing and articulating productivity and compensation plans of the employees and workers. Company employees are rewarded appropriately on the basis of quantity measures and quality of performance as an incentive. The Board also remains responsible for removal of operational hazards towards their life and care regarding their well being of health, provided friendly and cordial work environment and favorable social relation as demanded by a good citizen operating as a separate business entity in a country like Bangladesh.

Management CommitteeComprising top executives, deal with entire organizational matters.Standing Committees

Audit Committees Internal Audit Committee Social / Environmental Committee Performance Evolution Audit Committee

CorporateGovernance

CorporateGovernance


2016-2017

Management Committees Product Planning & Development Committee Quality Control & Research Committee Product and Inventory Management Committee Export Promotion Committee

Relationship with Shareholders and Public:

The shareholders as owners of the company are to be provided with material information of Company operations such as 1st Quarterly, Half-yearly, 3rd Quarterly unaudited and Annually audited financial statements published and distributed prior to and on the day of AGM. The Company Secretary, in this regard, outlined some routine services according the prevailing rules and regulation and guide line of regulatory authorities. The Board is however obligated to the Shareholders for the publication of any Price Sensitive Information as per SEC Regulations. In order to better comply with all these responsibilities a qualified and efficient Company Secretary have been working diligently.

Relationship with Government:

In its role on accountability to the government, the Board of Directors have to ensure up to date payment of all dues of Governmental Fees in the form of Import Duty, Custom Duty and Port Charges, VAT, Corporate Taxes and other tariffs. In case these fees are pending, on the basis of actual operations, it is then vital to make sure that corruption is avoided with highest priority. These practices have enabled the Company to enhance its contribution to the National Exchequer on a progressive rate since its commencement and are committed to do so in future.

Relationship with Financiers/Bankers:

The Board oversees the financial transactions and ensures that those who are the lenders are being well taken care of and treated well, as per commitment, to meet Company’s obligation to the lenders without making any default.

Relationship with Suppliers:

As the Company has to import plant and machinery and almost all the raw materials from abroad, therefore the company makes sure that the international suppliers are well communicated at all times. Additionally the company maintains cordial and mutually beneficial interest with its local suppliers. This has enabled the company to attain reduced number of legal disputes in both the international and local courts and thus enhanced the Company’s illustration as a superior client to suppliers.

Corporate Social Responsibilities (CSR):

As Corporate Social Responsibility is a mandatory part of any artificial entity as per Company law. Now being a public limited company the stake at this point is higher. The Board of Directors realizes this fact and concentrates on the Corporate Social Responsibilities (CSR) activities especially in the areas outlined below:

1) Encourages Gender equality within organization structure,

2) Discourages Racism within the workplace,

3) Demoralizes Religious distinguishing trend,

4) Highly discourages Child-labor in the facility layout locations,

5) Exercises Human Rights policy set at internal level,

6) Raise voice from time to time for emitting Environmental Pollution and also avoids operating on such values, and

7) Aiming to capitalize high on Social-Marketing and Social Welfare activities even more in future.

8) Equal Employment Opportunity providing employer.


2016-2017

Audit Committee of Board:

The Board of Directors has constituted an Audit Committee of the Board consisting of Three Directors and two other members. The Audit Committee is headed by the Independent Director Mr. Haider Ahmed Khan, FCA and companying him the other members are respectively Mrs. Laila Ali (Director), Mr. Md. Ferdous Kawser Masud (Director Finance), Mr. Mohd. Mohsin Adnan (Executive Director & Company Secretary) and Mr. Younus Bhuiyan (CFO & GM-Finance & Accounts Department).

The Audit Committee carries out its responsibilities as per the provisions of law and subsequently submits its report to the Board of Directors in stipulated time. The Audit Committee synchronizes with the Internal and External Auditors as and when required. The Audit Committee ensures that adequate internal check & balance is maintained by adequate Management Information System that is in place for detection of errors, frauds and other deficiencies.

Other responsibilities comprise of inter alia, not being limited to, the anticipation of conflict of interests between the Company and its Directors, Officials, Customers, Suppliers, Government and any other Interest Groups, that may be present, and detect or eliminate possibilities of internal trading of the Company’s stocks, which is strictly considered as a malpractice within the scope of compliance issue . The Audit Committee guarantees SEC and other Agencies, relevant, compliance issues as regulations and requirement.

Auditor:

Ahmad & Akhtar Chartered Accountants is the statuary auditor of the company. They have conducted the audit in accordance with Bangladesh standard on Auditing. In order to comply the corporate governance, the company did not involve its statuary auditor to perform the services other than statuary services as appointed for.


2016-2017

Introducing theBoard of Directors

Mr. Mohd. Ferdous Kawser MasudDirector & Director (Finance)

Mr. Haider Ahmed Khan, FCAChairman & Independent Director

Mr. Mohammad Ali KhokonDirector & Managing Director

Mr. Mohd. Showkot AliDirector & Deputy Managing Director

Mrs. Laila Ali Director

Introducing theBoard of Directors


2016-2017

SeniorExecutives

Mr. A.K.M. Wahiduzzaman Executive Director (Estate & Admin)

Mr. Abdul Jalil SheikhGeneral Manager (Admin & HR)

Mr. Mohd. Younus BhuiyanChief Financial Officer

Mr. Mohd. Aslam ParvezSr. General Manager (Commerce & Banking)

Mr. Mohd. Mohsin AdnanExecutive Director & Company Secretary

SeniorExecutives

Ms. Zabun NaharGM (Audit & MIS)


2016-2017

REGISTERED OFFICE Dilkusha Centre, 28, Dilkusha C/A, Suite # 401 Dhaka-1000

CORPORATE & SHARE OFFICE House # 17, Road # 6, Sector # 1, Uttara Model Town, Dhaka-1230

LOCATION OF FACTORY Kornogoph, Rupganj, Narayanganj (On Dhaka-Narasingdhi Highway)

YEAR OF INCORPORATION 1993

AUTHORIZED CAPITAL Tk.100,00,00,000.00 (One Hundred Crore)

PAID-UP CAPITAL Tk. 60,48,85,050.00 (Sixty Crore Forty Eight Lac Eighty Five Thousand Fifty)

LEGAL STATUS Public Limited Company Listed with Dhaka Stock Exchange Limited & Chittagong Stock Exchange Limited. (on March 14, 2002)

BANKERS & FINANCIAL INSTITUTIONS SOUTHEAST BANK LTD- Principal Branch, Dilkusha, Dhaka. MUTUAL TRUST BANK LTD.- Principal Branch, Motijheel, Dhaka JAMUNA BANK LTD. - Dilkusha Branch, Dhaka. BAY LEASING & INVESTMENT LIMITED-Motijheel C/A Dhaka.

INSURERS PROGATI INSURANCE LTD. ASIA INSURANCE CO. LTD. CONTINENTAL INSURANCE LTD.

AUDITOR AHMED ZAKER & CO. CHARTERED ACCOUNTANTS HOUSE-15, ROAD-17, SECTOR-4, UTTARA, DHAKA –1230

BRAND KANGAROO & CROCODILE

VARIETY 20 TO 80 COUNT OF 100% COTTON YARN & MELANGE YARN

CAPACITY 34,872 SPINDLES

PRODUCTION 4.5 Million KG Annually (Rated Capacity)

CompanyProfileCompanyProfile


2016-2017

Mr. Haider Ahmed Khan, FCAChairman & Independent Director


2016-2017

Dear Shareholders,

Ladies and Gentlemen,AssalamuAlaikum,

I take the pleasure in welcoming you all to the 22nd Annual General Meeting of your company Metro Spinning Limited, on behalf of the members of the Board of Directors. I also present the Annual Report for the Year Ended on 30 June 2017 to you with great pleasure.

You are probably aware that the textile sector in general has been under scrutiny and has been facing various difficulties including, not being limited to enhanced compliance standards from customers, new regulations in regard to building and fire safety and these have direct impact on the Cost of Production, price of products and export revenue in general. Despite all the negative factors we retained our share in the market by reducing the sale price within the tolerable limit.

The Sales revenue for 2016-17 is Tk. 818,904,314 which is 1.19% higher compared to previous year, however the cost of goods sold is 13.46% higher in year ending 30.06.2017 compared to previous fiscal year due to continuous increasing trend of raw material cost. Our customers are our top priority and we are as always prepared to continue delivering our best efforts for maintaining the standard of operational levels. We have not only made sure that the quality of our products are prevailed, we have also managed to keep the Administrative and Selling & Distribution expenses 9% lower compared to previous year.

The Board of Directors is committed to establish the highest standard of corporate governance such as integrity, transparency, accountability and responsible business conduct to safeguard the interest of its shareholders and stakeholders and I would like to assure you that, our hard efforts to increase the shareholders’ interest will continue as before. We are confident of our ability and team spirit; it is due to this prudent management.

Bangladesh Securities and Exchange Commission (BSEC) has introduced mandatory Guidelines on Corporate Governance. The Board of Directors of the Company is always making sure that good governance are always practiced in all respects, as it is our prime focus for managing the business effectively and responsibly and in a way which is honest, transparent and compliant.

I would also like to take this opportunity to show my utmost gratitude to all the valued shareholders, customers, well-wishers for their continuous support and my deepest gratitude goes to our regulators especially BSEC, DSE, CSE and RJSC for their prudent guidance and advice. Now let us all move ahead to a greater future though Innovation, Achieving Excellence in Service.

Thank You.

__________________________(Haider Ahmed Khan, FCA)Chairman

Chairman's MessageChairman's Message

Mr. Mohammad Ali KhokonManaging Director


2016-2017


2016-2017

Dear Shareholders,

Assalamu Alaikum,

Firstly I would like to thank you for your continued trust in Metro Spinning Limited and cordially welcome you on behalf of the Board of Directors in this 22nd Annual General Meeting of your company. It’s my privilege to place before you Annual Report for the Year Ended 30 June, 2017 along with Auditors & Directors report and overall performance of the company and its prospects for the future.

As always we work in a competitive environment and challenging situations. Metro Spinning Limited is one of the most renowned companies in textile sector of the country. The Board of Directors, Management and Employees are obligated to the Valued Shareholders to offer them assurance of our sincere efforts in maintaining operational results up to their expectations. Our major responsibility is to accomplish our commitments, in our own sphere of activities, so that the nation may attain its expected goals leading through eradication of poverty, employment for all, substantial improvement of living standard for the mass population through our part of contribution to the GDP considering the overall Economy of the nation

CONSOLIDATED BUSINESS (OPERATION) RESULTS2016-17 was a very volatile year with lots incidents taking place worldwide and within Bangladesh too. Global Economic growth has weakened in recent times due to various events worldwide such as the Brexit Vote, worldwide Terrorist attacks and US Presidential elections. All these have shaken up the market and made public sentiment very sensitive which had quite a bit of a negative impact on the global economy.

Besides all these worldwide events there were a lot of factors affecting Bangladesh at the same time. The number of Terrorist related incidents have been on the rise which created a lot of panic and affected the economic activities of the nation quite severely. There were also other incidents affecting the economic growth of the country which includes theft of Central Bank’s reserve and ATM booth robbery, all of which combined together made local and foreign investors alert and they avoided investment and some foreign investors even decided to discontinue business here. Bangladesh was also hit by natural disasters at the same time due to heavy rainfall and flooding. All these events led the projected GDP rate to fall by 7%.

Despite facing all the challenges, the operation of your company of this year is almost close to previous year. This is due to the continued efforts of every single member of your company. On the other hand, we have strong backward and forward linkage support, newly added machineries in the production line and have excellent customer relationship built up. Full details may be found later in the Director’s Report; here I will only summarize our business outcome for the Year 2016-2017.

Consolidated Sales amounted to Tk. 81.89 Crore; consolidated Gross Profit stood at Tk. 9.92. However the Net profit decreased compare to previous year due to increase the cost of raw materials, wages, power, transportation and other expenses relating to cost of Goods sold.

Managing Director’s MessageManaging Director’s Message


2016-2017


There are many new safety regulations and compliance standards that have introduced for the RMG industry. The major problems faced by RMG sector currently is the lack of safety in working place and working conditions for the millions of garments workers. But it’s good news for RMG sector that, following the unfortunate incidents, various platforms such as the Bangladesh Accord on Fire and Building Safety, the Alliance for Bangladesh Worker Safety and National Plan of Action have been formed to improve building and fire safety of Bangladesh’s garment industry.

Spinning Sector: In the RMG value chain, spinning sector has always remained crucial to help stabilize supply chain, while controlling costs. The products of the spinning sector are cotton yarn, polyester, synthetic yarn, woolen yarn and blended yarn mixed of cotton and polyester of different counts. Your company is currently producing 100% Viscose and Blended yarn (mixed of cotton and viscose) of different counts. The Viscose yarn we produce for local market and blended yarn we produce for RMG sector for 100% export market. The private sector spinning mills can now meet around 100% demand of yarn at the domestic level as well as 95% of the demand for yarn for export oriented knit fabrics mills. In addition, almost 85% of cotton yarns and 50% demand for synthetic and blended yarn of export-oriented fabric producing mills are being met by the private sector spinning mills. The rest of the import is being met from China, India and other countries.

Finally I would like to express my heartfelt gratitude to the company’s shareholders for their trust and enduring support to the Board of Directors to operate the company. I also would like to put on record my sincere thanks to the Banks, Financial and Regulatory Agencies, Suppliers Customers, various people with whom we have interacted in course of business, management staff and members of the Company at all levels for their loyalty and extensive hard work, and express our hope for and prosperity.

Thanking You All.

___________________________(Mohammad Ali Khokon)Managing Director


2016-2017

Directors’ Report


2016-2017

Dear Shareholders,

In terms of provisions of section 184 of the Companies Act 1994, Rule 12 (and the schedule there under) of the Securities and Exchange Rules 1987 and IAS – 1 (International Accounting Standards – 1) codes as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB), It is the pleasure of Board of Directors to submit its Report to the Shareholders for the Year Ended 30 June, 2017 in the following paragraph.

PRINCIPAL ACTIVITYThe Principal Activity of the company in the period under review was that of production and sales of high quality 100% Cotton Yarn through export.

OPERATIONAL ACTIVITYThe Company’s installed Production Capacity during the Year 2016-2017 remained same as previous Year, which is 34,872 Spindles. The production during the Year for Unit-1 & Unit-2 was 3,228 M. Ton which is 232 M. Tons higher than the previous Year. During the Year under review the Company was able to make Sales of Tk. 81.89 Crore, Net Profit before Tax is Tk. (3.22).

WORKING/OPERTING RESULTS

The Working/Operating Result of the Company for the Year under review is as follows:

FOR THE FINANCIAL YEAR ENDED ON 30 JUNE, 2017Directors’ Report

PARTICULARSTurnoverLESS: Cost of Goods SoldGross ProfitLESS: Operating ExpensesOperating ProfitADD: Other Income Less: non operating expNet Profit before WPPFLESS : Contribution to WPPFNet Profit before TaxLESS: Provision for TaxRetained Earnings

As on 30.06.2017818,904,314719,668,182

99,236,13238,202,973

(34,431,766)2,191,372

-(32,240,394)

-(32,240,394)

6,485,664(38,726,058)

As on 30.06.2016809,245,562634,237,582175,007,980

41,999,23916,643,697

5,9752,808,576

13,841,096659,100

13,181,9972,146,560

11,035,437

FOR THE FINANCIAL YEAR ENDED ON 30 JUNE, 2017Directors’ Report


2016-2017

1.5 (XVII) Significant deviations from the last year’s operating result and its reasons

Significant deviations from the last year’s operating results are- increase in turnover, cost of goods sold, decrease in operating expenses, gross profit, operating profit, net profit and retained earnings –these deviations have been made due to increase the expenses relating to the cost of goods sold, such as, gas price increase to 25% and raw material price has also increased significantly.

Particulars As on As on Deviation Reasons 30.06.2017 30.06.2016 Increase /Decrease

Turnover

Cost of Goods Sold

Gross Profit

Operating Expenses

Operating Profit

Other Income

Less: Non Operating Exp

Net Profit before WPPF

Contribution to WPPF

Net Profit before Tax

Provision for Tax

Retained Earnings

818,904,314

719,668,182

99,236,132

38,202,973

(34,431,766)

2,191,372

-

(32,240,394)

-

(32,240,394)

6,485,664

(38,726,058)

809,245,562

634,237,582

175,007,980

41,999,239

16,643,697

5,975

2,808,576

13,841,096

659,100

13,181,997

2,146,560

11,035,437

9,658,752

85,430,600

(75,771,848)

(3,796,266)

(51,075,463)

2,185,397

(46,081,490)

(45,422,391)

4,339,104

(49,761,495)

FINANCIAL RESULT AND APPROPRIATIONThe presentation herewith of the comparative financial results of the Year under review (2016-2017) and the immediate Past Year (2015-2016) is provided below for you. Also recommendations have been placed before you for appropriation of the Profits generated during the Year under review:

DIVIDEND PROPOSED Your company has earned Net Profit/loss before Tax to the extent of Tk. (3.22) Crore and Retained Earnings of Tk. (3.87) crore. The Board has also discussed intensively in their Board meeting held on 9th October 2017 on the financial statements and real financial strength of the company and mentioned that we have been declaring dividend every year and it is our greatest desire to declare dividend for the Shareholders of the company. The Managing Director of the company added that we couldn’t declare any Stock dividend as the paid up capital will increase and may impact negatively in capital market and future growth of the company; though the company made loss during the year we are pleased to declare dividend at 2% by utilizing Reserve & Surplus of Tk. 12,097,701 out of Tk. 355,882,716 and keeping the future prospect of the company in mind. Finally, considering all the situations and consequences the Board unanimously recommended Cash Dividend at 2% for the Financial Year 2016-17 to the Shareholders of the company and the same is being placed before you for your approval.

PARTICULARS

Net Profit before Providing Income taxAdd: Revaluation AdjustmentsAdd: Profit brought Forward from Previous YearProfit available for Appropriation

Recommended for AppropriationLess: Transfer to Tax ProvisionLess: Dividend Un-appropriated Profit Carried Forward

2016-17(32,240)

3,29551,28522,340

(6,485)

15,854

2015-1613,181

3,47867,01583,675

(2,146)(30,244)

51,285

Figure in '000' Tk.


2016-2017

CONTRIBUTION TO NATIONAL EXCHEQUER During the Financial Year under review the Company has contributed an amount of Tk. 8.62 Million to National Exchequer as Value Added Tax, Custom Duty and Income Tax.

DIRECTOR’S RETIREMENT AND THEIR RE-ELECTION.In accordance with Article Nos. 124 & 125 Section 91(2) of Company Act 1994, Mr. Mohammad Ali Khokon and Mrs. Laila Ali, Director both are due to Retire by rotation from the Board of Directors and being eligible, offer them for Re-Election. Board of Directors have re-elected both the Directors for the next term.

APPOINTMENT OF AUDITORS The Auditors M/S. Ahmed Zaker & Co. Chartered Accountants, House -15, Road- 17, Sector- 4, Uttara, Dhaka-1230 have expressed their willingness to continue with us being eligible they have offered their service for 3 years as Auditors of the company from 2016-2017. The Board of Directors has decided to appoint M/S. Ahmed Zaker & Co. Chartered Accountants as Statutory Auditors of the company for the term (2017-2018) until next Annual General Meeting subject to approval of Shareholders.

CORPORATE GOVERNANCE Corporate Governance is the system through which the Company is directed, guided and controlled by the Board, keeping in view with its accountability to the shareholders. Now in accordance with the requirement of the Securities and Exchange Commission, “Corporate Governance Compliance Report” is also annexed. Additionally, the Status Report that is required to be presented by the Company in pursuance to Notification No. SEC/CMRRCD/2006-158/134/Admin/44 of 07August, 2012 issued by Securities & Exchange Commissions is attached as Annexure-1.

MARKETING STRATEGYAdopting the Marketing Theory, the 4P’s consideration is noteworthy; Price, Place, Promotion and People. We consider that People and Place are Company internal factors and conversely Price and Promotion are external variables which can alter as well depending on market situation. However, our marketing strategies are laid before you.

Price is an important determinant in terms of sourcing a product. On the other hand Price tool is not controllable but can be realized. Coping up with the changing price by making necessary adjustments, is always a smarter idea to procure and produce quality products. Our primary objective is to market quality products to buyers at competitive price through effective procurement.

Place or availability of quality products at buyer’s doorstep is required. In time delivery within projected lead-time and early delivery also increases good will of the company and at the same time adds value.

Promotion is an active marketing tool that needs highest emphasis in now days marketing operations. Having a proper marketing planning or promotional plan is required in order to survive in the competitive environment sustaining worldwide. Establishing good relationship with buyers located both home and abroad is vital. Our objective behind this strategy is to stand on the building block of trust and faith laid through competitive promotional activities.

People are the most important asset for us. Our aim is to make our buyers feel that we are always standing next to them in all shapes and at all situations. Nevertheless we consider our people as our company partners not as employees. We value our shareholders, stakeholders, investors and also partners/ employees. Through earning their commitment and dedication we make sure that our company serves better and the best to the market.

It is vital to realize that alongside with price, quality; in time delivery within shortened lead time and technical cooperation with buyers are all key elements that play progressively more chief functions in modernized marketing era.


2016-2017

We have intensified our efforts to sell to our target customers and have achieved significant breakthrough even in this competitive situation. We are at a faster pace expanding our customer base by adding several new highly successful buyer to our list of customers. On top our strong focus on differentiation, innovation and value addition have so far strengthened our marketing team and expanded our product development activities through R&D. Our continuous efforts to deploy new marketing strategies and tactics for quality based demonstration rather than volume based sales has so far led to significant reduction in terms of facing unnecessary competition.

SHAREHOLDERS POISEYou, the valued Shareholders, retained solid confidence and laid trust on us throughout the previous years and it is our firm believes, that you will continue to do so in years to come. Now we know, through operational experience that the key element in upholding to the Shareholders confidence is to deliver consistent business performance, constantly compete with market for the market leading position through performance, show competitiveness and renovation, and finally deliver competitive results in the industry. I decisively have realized that we have attained authentic potency, based on which we are growing our business enhance our well-deserved corporate goodwill. In order to attain full confidence of our valued shareholders based on the corporate performance which we aim to achieve though our company objectives and values set initially, since we have the proper resources and desired determination targeting one common goal which ensures business continuation for a significant amount of time till today to date.

INNOVATION & EXPANSION- TAPPING TO THE FUTURE While faced up with adverse variables, explained earlier, your company was keen to adapt and deploy new strategies and lay greater emphasis on innovation in the textile sector. To cope with this pace in harmony with modern textile world, we are continuing the modernization program of our plant and machineries. Additionally extensive marketing plan deployment, recruitment of best capable and qualified employees were undertaken and new machineries were also installed in order to ensure better and increased production.This will enable new and improved quality products made available for both local and international market gaining competitive edge in the Industry.

HUMAN RESOURCEWe recognized that the skills, motivation and commitment of our employees remain amongst the most important factors in our success story. We foster these qualities through a human resource policy that is committed to training and development. The company always believes in policy of promotion and development from within whenever possible. An excellent relationship between management and employees always exist in our company, which indicates proper, unbiased and welfare oriented human resource policy of the Company and increase the production & quality.

PPRECIATION The Board of Directors record with deep appreciation the performance of the Management, the officers, staff members and employees or partners; whose relentless efforts helped company to minimize the natural and unnatural adverse factors of Production and Marketing throughout the country and the world as much as possible. It is expected that the employees and the management team will have to continue to improve the results or outcomes for the best interest of the Shareholders and Stakeholders, whose unswerving trust in the Management has always been an inspiration to the Board of Directors. The Directors humbly want to express their gratitude and acknowledge the cooperation and unflinching support it has received so far from various agencies including the Securities and Exchange Commission, Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited, National Board of Revenue and other Public Agencies and Private Sectors. However, we are confident, that with your understanding and support we will continue to build on our capabilities for sustainable high performance in future. Finally we pray to almighty Allah for the bright future of the company and our valued shareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

____________________________(Haider Ahmed Khan, FCA)Chairman

Annexure-I to VIII are the integral part of Directors Report


2016-2017

Status Report required to be presented by the Company in pursuance to Notification No. SEC/CMRRCD/2006-158/134/Admin/44 of 07 August, 2012 issued by the Bangladesh Securities & Exchange Commissions

ANNEXURE-I

CORPORATE REPORTINGThe Company has complied with all the requirements of Corporate Governance as required by the Securities and Exchange Commissions.

Accordingly, the Directors are pleased to report the following:

a. Related Party Transactions are depicted in Note No. 26 in the Notes of Accounts.

b. The remunerations of Directors including Independent Directors have been shown in Note No. 27 in the Notes of Accounts.

c. The Financial Statements together with the notes thereon have been drawn up in conformity with the Companies Act, 1994 and Securities and Exchange Commission Rules, 1987. These statements present fairly the Company’s State of Affairs, the result of its Operations, Cash Flow and Changes in Equity for the Year Ended on 30 June, 2017.

d. Proper Book of Accounts of the Company has been maintained.

e. Appropriate Accounting Policies have been consistently applied in preparation of the Financial Statements and that the Accounting estimates are based on reasonable and prudent judgments’.

f. The International Accounting Standards, as applicable in Bangladesh, has been followed in preparation of the Financial Statements.

g. The systems of internal control are sound and have been effectively implemented and monitored.

h. There are no significant doubts upon the Company’s ability to continue as an ongoing concern.

i. The key Operating and Financial Data for the last Five Years is Annexed.

j. The pattern of Shareholding is also annexed.

k. The Internal Control System is sound in design and effectively implemented and monitored.

l. The number of Board Meeting and Attendance of Directors during the Financial Year 2016-17 is provided below.

BOARD MEETING

NAME OF DIRECTOR POSITIONMEETING

HELDMEETING

ATTENDED

MR. MD HAIDER AHMED KHAN, FCA

MR. MOHAMMAD ALI KHOKON

MR. MOHD. SHOWKOT ALI

MR. MOHD. FERDOUS KAWSER MASUD

MRS. LAILA ALI

MR. MOHD. MOHSIN ADNAN

MR. YOUNUS BHUIYAN

CHAIRMAN

MANAGING DIRECTOR

DY. MANAGING DIRECTOR

DIRECTOR (FINANCE)

DIRECTOR

EXECUTIVE DIRECTOR & COMPANY SECRETARY

CHIEF FINANCIAL OFFICER

4

4

4

4

4

4

4

4

4

4

4

4

4

4


2016-2017

MANAGEMENT COMMITTEEThe Management Committee of the Company comprises of the following:

NAME

MOHAMMAD ALI KHOKON

MOHD. SHOWKOT ALI

MOHD. FERDOUS KAWSER MASUD

MOHD. AMJAD ALI BADAL

MOHD. MOHSIN ADNAN

MD. ASLAM PARVEZ

MR. ABDUL JALIL SHEIKH

DESIGNATION

Managing Director

Dy. Managing Director

Director (Finance)

Director (Procurement)

Executive Director & Company Secretary

Senior General Manager

General Manager (Admin)

POSITIONIN THE COMMITTEE

Chairman

Member

Member

Member

Member

Member

Member Secretary

PURCHASE COMMITTEEThe Purchase Committee of the Company comprises of the following:

NAME

MOHAMMAD ALI KHOKON

MOHD. SHOWKOT ALI

MOHD. FERDOUS KAWSER MASUD

MOHD. AMZAD ALI BADAL

MOHD. MOHSIN ADNAN

MD. ASLAM PARVEZ

DESIGNATION

Managing Director

Dy. Managing Director

Director (Finance)

Director (Procurement)

Executive Director & Company Secretary

Senior General Manager

POSITIONIN THE COMMITTEE

Chairman

Member

Member

Member

Member

Member Secretary

Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit andtheir spouses and minor children 1.4 (k) (ii):

Haider Ahmed Khan FCA

Mohammad Ali Khokon

Mohd. Showkot Ali

Mohd. Ferdous Kawser Masud

Mrs. Laila Ali

Mohd. Mohsin Adnan

Mohd. Younus Bhuiyan

Ms. Zabun Nahar

Mrs. Wahida Nasrin

Mrs. Laila Ali

Mrs. Shameema Nasrin

Polly Yasmin

Mohammad Ali Khokon

Iffat Adnan Dina

Mrs. Shamima Akhter

Harunur Rashid

Usama Ahmed Khan

Sanjid Hasan Amit

Nagib Hasan Ornob

Mohd. Tausif Kawser

Sanjid Hasan Amit

Tahmim Adnan

Shuhail Sadman

Irtisham Rashid

Rubaba Ferdous

Navil Hasan Norit

Joyria Sabrin Ornima

Tasniya Muntaha

Navil HasanNorit

Tabib Adnan

Chidratul Muntaha

Intisar Rashid

Chairman & Independent Director

Managing Director

Director (DMD)

Director (DF)

Director

Executive Director &Company Secretary

Chief Financial Officer

Head of InternaAudit & GM

Name Position Spouse Name 1st Child 2nd Child

Executives: Top five salaried employees of the company other than the Directors, Chief Executive Officer,Company Secretary, Chief Financial Officer and Head of Internal Audit 1.4 (k) (iv):

Mr. A.K.M. Wahiduzzaman

Mr. Mohd. Aslam Parvez

Mr. Abdul Jalil Sheikh

Mr. Prodip Kumar Sen

Mr. Golam Faruqe

1

2

3

4

5

Executive Director

Sr. General Manager

General Manager

Deputy General Manager

Deputy General Manager

Estate & Admin

Commerce & Banking

Admin &HR

Marketing

Production & Quality

SL NAME DESIGNATION DEPARTMENT


2016-2017

ANNEXURE - IIA. PATTERN OF SHAREHOLDING AS ON JUNE 30, 2017Shareholding in terms of Holding of Shares by Shareholders for the Year Ended on 30 June, 2017 Classified as follows.

RANGE OF HOLDINGS IN NUMBER OF SHARES

NUMBER OF SHAREHOLDERS

NUMBER OF SHARES

PERCENTAGEOF SHARE CAPITAL

Below 500

500 to 5000

5,001 to 10,000

1,0001 to 20,000

20,001 to 30,000

30,001 to 40,000

40,001 to 50,000

50,001 to 100,000

100,001 to 1000,000

1000,001 to above

2,331

4,390

651

391

107

61

34

71

42

9

8,086

371,193

7,764,631

4,742,554

5,501,721

2,706,555

2,107,188

1,522,152

4,868,914

11,660,509

19,243,088

6,04,88,505

0.61

12.84

7.84

9.10

4.47

3.48

2.52

8.05

19.28

31.81

100.00

Name of the Shareholders Status Shares held %

I. Parent/Subsidiary/ Associated companies and other related partiesII. Directors:Mr. Haider Ahmed KhanMr. Mohammad Ali KhokonMr. Mohd. Showkot AliMr. Ferdous Kawser MasudMrs. Laila AliMr. Mohd. Amzad AliMrs. Hurer NaharDr. Abdul HaqueAl-Haj Abdul AliIII. Chief Executive Officer, Chief Financial Officer Company Secretary, Head of Internal Audit and their spouses and minor children:Mr. Mohd. Younus BhuiyanMr. Mohd. Mohsin AdnanMs. Zabun NaharI. ExecutivesII. Shareholders holding 10% or more voting interest in the company

Nil

Chairman & Independent DirectorManaging Director

Dy. Managing DirectorDirectorDirectorDirectorSponsorSponsorSponsor

Chief Financial OfficerCompany Secretary

Head of Internal AuditNilNil

Nil

Nil35,03,65714,20,16441,69,84340,20,5545,61,0525,62,80343,832

5,47,625

NilNilNilNilNil

Nil

Nil5.79%2.35%6.89%6.65%0.93%0.93%0.07%0.91%

NilNilNilNilNil

B. PATTERN OF SHAREHOLDING AS ON JUNE 30, 2017


2016-2017

36,770,586 14,829,530

8,888,389

SPONSOR

FINANCIAL INSTITUTIONS

GENERAL PUBLIC

CATEGORY TOTAL SHAREHOLDERS TOTAL SHAREHOLDING PERCENTAGE (%)

Sponsor

Financial Institution

General Public

8

193

7,885

8,086

14,829,530

8,888,389

36,770,586

6,04,88,505

24.52

14.69

60.79

100

Shareholders list for the Year Ended on 30 June, 2017 Summarized as follows.

The aggregate number of shares held by Parent/Subsidiary/Associated companies and other related parties (name wise details) – 1.4 (k) (i):

- Not applicable since there is no aggregate number of shares held by any Parent/Subsidiary/Associated companies and other related parties.

Shareholders holding Ten Percent (10%) or more voting interest in the company (name wise details) 1.4 (K) (iii):

Not applicable since there are no shareholders holding Ten Percent (10%) or more voting interest in the company.

SHAREHOLDING STRUCTURE


Brief resume of the DirectorsANNEXURE - III

Mr. Haider Ahmed Khan, FCA is holding the position of Chairman of the company. He is a Chartered Accountant and partner of Ahmed Khan & Co. He shares his vast knowledge in consideration and recommendation of any decision by the Board as well as Audit Committee and also involved to set business planning, financial planning, marketing policy, procurement policy, dividend policy and other business affairs of the company.

Mr. Haider Ahmed Khan, FCAChairman (Current Charge) & Independent Director

Mr. Mohammad Ali Khokon is the Managing Director of the company. He has 31 years of Business Experience. He has visited many countries of the world in connection of business and thus gained vast experience and knowledge in Modern Methods, Technology, Production, Marketing and Management Techniques of textile industries. His wisdom helps company to formulate policy &to set strategic planning and direction for the Entire range of its activities. Involved to set business planning, financial planning, marketing policy, procurement policy, dividend policy, operational policy, expansion/future business policy and other business affairs of the company. Deals with financial institutions, Government Regulatory Bodies, International vendors, legal bodies, and other concern department.


Mr. Mohd. Showkot Ali, the Deputy Managing Director of the company. He has 26 years of experience in textile business. Being Deputy Managing Director & Head of Operations for all concerns of the Group he oversees, supervises and administers overall production Supply chain management (Domestic & International), Import, Export of the Group.Control and maintain as Head of Operations for all the affairs of the company. Oversees, supervise and administer overall production Supply Chain Management (Domestic & International), Import, Export, of the company.

Mr. Mohd. Showkot Ali Deputy Managing Director

Mr. Mohd. Ferdous Kawser Masud is the Director Finance of the company. He has passed 17 auspicious years in this sector. He gathered knowledge in Modern Methods, Technology, Production and Marketing & Management Techniques of textile industries being associated with his family business. Involved in financial planning strategy. Leading the R&D team to expedite financial planning, expansion, growth and exploring new business avenues for the company.

Mr. Mohd. Ferdous Kawser MasudDirector

Mrs. Laila Ali is the Director of the Company. She is a dynamic & hard working personnel and as well as bagged knowledge in Modern Methods, Technology, Production and Marketing & Management Techniques of textile industries by attending several course/seminars and visiting similar industrial concerns. Monitors organizational performance and aids the Managing Director to develop strategically goal which are attainable.

Mrs. Laila Ali Director


2016-2017

ANNEXURE – IVAUDIT COMMITTEE REPORT

Date: 05 October, 2017 For the financial year 2016-2017Metro Spinning Limited having an Audit Committee as a subcommittee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities

AUDIT COMMITTEE The Audit Committee of the Company comprises of the following:

The scope of Audit Committee was defined as under:(a) Review and recommend to the Board to approve the quarterly , half-yearly and annual financial statements

prepared for statutory purpose;

(b) Monitor and oversee choice of accounting policies and principals, internal control risk management process, auditing matter, haring and performance of external auditors;

(c) Review statement of significant related party transactions submitted by the management.

(d) Carry on a supervision role to safeguard the systems of governance and independence of statutory auditors; and

(e) Review and consider the report of internal auditors and statutory auditors’ observations on internal control.

Activities carried out during the yearThe Committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration. The Committee had overseen, reviewed and approved the procedure and task of the internal audit, financial report preparation and the external audit reports. The Committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didn’t find any material deviation, discrepancies or any adverse finding/observation in the areas of reporting.

(HAIDER AHMED KHAN, FCA)ChairmanAudit Committee


MR. HAIDER AHMED KHAN, FCA

MRS. LAILA ALI


MR. YOUNUS BHUIYAN

NAME OF MEMBERMeeting Date and Attendance

√

√

√

√

√

17/10/16

√

√

√

√

√

02/11/16

√

√

√

√

√

16/01/17

√

√

√

√

√

16/04/17 Remarks

MR. HAIDER AHMED KHAN, FCA


MRS. LAILA ALI

MOHD. YOUNUS BHUIYAN


Independent Director

Director Finance

Director

Chief Financial Officer Executive Director &Company Secretary

Chairman

Member

Member

Member

Member Secretary

NAME DESIGNATION POSITION IN THE COMMITTEE REMARKS


2016-2017

ANNEXURE - V


2016-2017

ANNEXURE - V(a)


2016-2017

ANNEXURE - VI

Compliance Status(Appropriate Comments are

inserted in relevant columns)

Complied Not Complied

Remarks (if any)

ConditionNo.

Title

BOARD OF DIRECTORS : Board's Size: The number of the board members of the company not be less than 5 (five) and more than 20 (twenty).

Independent Directors: At least one fifth 1/5th of the total number of directors in the company's board shall be independent directors.

Who either does not hold any share in the company or holds less than one percent (1%) shares of the total paid-up shares of the company;

who is not sponsor of the company and is not connected with the company's any sponsor or director or shareholder who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship. His/her family members also should not hold above mentioned shares in the company.

who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies;

who is not a member, director or officer of any stock exchange;

who is not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market;

Who is not a partner or an executive or was not a Partner or and executive during the preceding 3 (three) years of the concerned company's statutory audit firm;

who shall not be an independent director in more than 3 (three) listed companies;

who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a bank or a Non-Bank Financial Institution (NBFI);

who has not been convicted for a criminal offence involving moral turpitude.

The independent director(s) shall be appointed by the board of directors and approved by the shareholders in the Annual General Meeting (AGM).

The post of independent director(s) can not remain vacant for more than 90 (ninety) days.

The Board shall lay down a code of conduct of all Board members and annual compliance of the code to be recorded.

The tenure of office of an independent director shall be for a period of 3(three) years, which may extended for 1(one) term only.

Qualification of Independent Director (ID): Independent director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial, regulatory and corporate laws and can make meaningful contribution to business.

The person should be a Business Leader/Corporate Leader/Bureaucrat/University Teacher with Economics or Business Studies or Law background/Professionals like Chartered Accountants, Cost & Management Accountants, Chartered Secretaries. The independent director must have at least 12(twelve) years of corporate management /professional experiences.

In special cases the above qualifications may be relaxed subject to prior approval of the Commission.

1.1

1.2 (i)

1.2 (ii) a)

1.2 (ii) b)

1.2 (ii) c)

1.2 (ii) d)

1.2 (ii) e)

1.2 (ii) f)

1.2 (ii) g)

1.2 (ii) h)

1.2 (ii) i)

1.2 (iii)

1.2 (iv)

1.2 (v)

1.2 (vi)

1.3 (i)

1.3 (ii)

1.3 (iii)

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

N/A

Status of compliance with the conditions imposedBy the Securities & Exchange Commission’s Notification

No. BSEC/CMRRCD/2006-158/134/Admin/44 Dated 07August, 2012


2016-2017

Chairman of the Board and Chief Executive Officer : The position of the Chairman of the Board and the Chief executive Officer of the companies shall be filled by different individuals. The Chairman of the company shall be elected from among the directors of the company. The Board of Directors shall clearly define respective roles and responsibilities of the Chairman and the Chief Executive Officer.

The Directors' Report to Shareholders: Industry outlook and possible future development in the industry.

Segment-wise or product-wise performance.

Risks and concerns.

A discussion Cost of Goods sold, Gross Profit Margin and Net Profit Margin.

Discussion on continuity of any Extra-Ordinary gain or loss.

Basis for related party transactions-a statement of all related party transaction should be disclosed in the annual report.

Utilization of proceeds from public issues, rights issues and/or through any other instruments.

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.

If significant variance occurs between Quarterly Financial Performance and Annual Financial Statements the management shall explain about the variance on their Annual Report.

Remuneration to directors including independent directors.

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.

Proper books of account of the issuer company have been maintained.

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.

International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS)/International Financial Reporting Standard (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.

The system of internal control is sound in design and has been effectively implemented and monitored.

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.

Significant deviations from the last year's operating results of the issuer company shall be highlighted and the reasons thereof should be explained.

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

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

The number of Board meeting held during the year and attendance by each director shall be disclosed.

Parent/Subsidiary/Associated Companies and other related parties (name wise details);

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

Executives;

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

a brief resume of the director;

1.4

1.5 (i)

1.5 (ii)

1.5 (iii)

1.5 (iv)

1.5 (v)

1.5 (vi)

1.5 (vii)

1.5 (viii)

1.5 (ix)

1.5 (x)

1.5 (xi)

1.5 (xii)

1.5 (xiii)

1.5 (xiv)

1.5 (xv)

1.5 (xvi)

1.5 (xvii)

1.5 (xviii)

1.5 (xix)

1.5 (xx)

1.5 (xxi) a)

1.5 (xxi) b)

1.5 (xxi) c)

1.5 (xxi) d)

1.5 (xxii) a)

Complied

Complied

Complied Complied

Complied Complied

Complied

Complied

N/A

N/A

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

CompliedN/A

Complied

Complied

Complied

Complied

Complied

Complied


2016-2017

nature of his/her expertise in specific functional areas;

name of companies in which the person also holds the directorship and the membership of committees of the board.

CHIEF FINANCIAL OFFICER (CFO), HEAD OF INTERNAL AUDIT AND COMPANY SECRETARY (CS)Appointment : The company shall appoint a Chief Financial Officer (CFO), a Head of Internal Audit (Internal Control and Compliance) and a Company Secretary (CS). The Board of Directors should clearly define respective roles, responsibilities and duties of the CFO, the Head of Internal Audit and the CS.

Requirement to attend the Board Meetings : The CFO and the Company Secretary of the companies shall attend the meetings of the Board of Directors, provided that the CFO and/or the Company Secretary shall not attend such part of a meeting of the Board of Directors which involves consideration of an agenda item relating to their personal matters.

AUDIT COMMITTEE : The company shall have an Audit Committee as a sub-committee of the Board of Directors.

The Audit Committee shall assist the Board of Directors in ensuring that the financial statements reflect true and fair view of the state of affairs of the company and in ensuring a good monitoring system within the business.

The Audit Committee shall be responsible to the Board of Directors. The duties of the Audit Committee shall be clearly set forth in writing.

Constitution of Committee: The Audit Committee shall be composed of at least 3(three) members.

The Board of Directors shall appoint members of the Audit Committee who shall be directors of the company and shall include at least 1 (one) independent director.

All members of the audit committee should be "financially literate" and at least 1 (one) member shall have accounting or related financial management experience.

when the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold office until expiration of the term of service, thus making the number of the Committee members to be lower than the prescribed number of 3 (three) persons, the Board of Directors shall appoint the new Committee member(s) to fill up the vacancy(ies) immediately or not later than 1(one) month from the date of vacancy(ies) in the Committee to ensure continuity of the performance of work of the Audit Committee.

The company secretary shall act as the secretary of the Committee.

The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

Chairman of the committee : The Board of Directors shall select 1 (one) member of the Audit Committee to be Chairman of the Audit Committee, who shall be an independent director.

Chairman of the Audit Committee shall remain present in the Annual General Meeting (AGM).

Role of the Audit Committee: Oversee the financial reporting process.

Monitor choice of accounting policies and principles.

Monitor Internal Control Risk management process.

Oversee hiring and performance of external auditors.

Review along with the management, the annual financial statements before submission to the board for approval.

Review along with the management, the quarterly and half yearly financial statement before submission to the board for approval.

Review the adequacy of internal audit function.

1.5 (xxii) b)

1.5 (xxii) c)

2.1

2.2

3 (i)

3 (ii)

3 (iii)

3.1 (i)

3.1 (ii)

3.1 (iii)

3.1 (iv)

3.1 (v)

3.1 (vi)

3.2 (i)

3.2 (ii)

3.3 (i)

3.3 (ii)

3.3 (iii)

3.3 (iv)

3.3 (v)

3.3 (vi)

3.3 (vii)

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

N/A

Complied

Complied

Compiled

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied


2016-2017

Review statement of significant related party transactions submitted by the management.

Review Management Letters/Letter of Internal Control weakness issued by statutory auditors.

When money is raised through Initial Public Offering (IPO)/Repeat Public Offering (RPO)/Rights Issue the company shall disclose to the Audit Committee about the uses/applications of funds by major category (capital expenditure, sales and marketing expenses, working capital, etc), on a quarterly basis, as a part of their quarterly declaration of financial results. Further, on an annual basis, the company shall prepare a statement of funds utilized for the purposes other than those stated in the offer document/prospectus.

Reporting to the Board of Directors : The Audit Committee shall report in its activities to the Board of Directors.

report on conflicts of interests;

suspected or presumed fraud or irregularity or material defect in the internal control system;

suspected infringement of laws, including securities related laws, rules and regulations;

any other matter which shall be disclosed to the Board of Directors immediately.

Reporting to the Authorities : If the Audit Committee has reported to the Board of Directors about anything which has material impact on the financial condition and results of operation and has discussed with the Board of Directors and the management that any rectification has been unreasonably ignored, the Audit committee shall report such finding to the Commission, upon reporting of such matters to the Board of Directors for three times or completion of a period of 6 (six) months from the date of first reporting to the Board of Directors, whichever is earlier.

Reporting to the Shareholders and General Investors : Report on activities carried out by the Audit Committee, including any report made to the Board of Directors under condition 3.4.1 (ii) above during the year, shall be signed by the Chairman of the Audit Committee and disclosed in the annual report of the issuer company.

EXTERNAL/ STATUTORY AUDITORS: Non-engagement in appraisal or valuation services or fairness opinions.

Non-engagement in Financial information systems design and implementation.

Non-engagement in Book-keeping or other services related to the accounting records or financial statements.

Non-engagement in Broker-dealer services.

Non-engagement in Actuarial services.

Non-engagement in Internal audit services.

Non-engagement in any other service that the Audit Committee determines.

No partner or employees of the external audit firm shall possess any share of the company they audit at least during the tenure of their audit assignment of that company.

3.3 (viii)

3.3 (ix)

3.3 (x)

3.4.1(i)

3.4.1 (ii) a)

3.4.1(ii) b)

3.4.1 (ii) c)

3.4.1(ii) d)

3.4.2

3.5

4 (i)

4 (ii)

4 (iii)

4 (iv)

4 (v)

4 (vi)

4 (vii)

4 (viii)

Complied

Complied

Complied

Complied

N/A

N/A

N/A

-

-

-

Complied

Complied

Complied

Complied

Complied

Complied

Complied

Complied

There was nosuch event toreport.


There was nosuch event toreport.There was nosuch event toreport.




2016-2017

SUBSIDIARY COMPANY : Provisions relating to the composition of the Board of Directors of the holding company shall be made applicable to the composition of the Board of Directors of the subsidiary company.

At least 1 (one) independent director on the Board of Directors of the holding company shall be a director on the Board of Directors of the subsidiary company.

The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company.

The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company also.

The Audit Committee of the holding company shall also review the financial statement, in particular the investments made by the subsidiary company.

DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) : these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

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.

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.

REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE : The company shall obtain a certificate from a practicing Professional Accounting/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.

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.

5 (i)

5(ii)

5(iii)

5(iv)

5(v)

6(i) a)

6(i) b)

6(ii)

7(i)

7(ii)

N/A

N/A

N/A

N/A

N/A

Complied

Complied

Complied

Complied

Complied


2016-2017

1

2

Net Turnover

Less: Brought in Materials & Services

821,095

640,298

180,797 100.00VALUE ADDED TOTAL 100.00

SOURCE OF FUND

2016-17(In BDT Tk.)PARTICULARS In % In %

1 Salaries, Wages, Gratuity & Other Benefits

GOVERNMENT

2 Duties & Taxes

PROVIDER OF CAPITAL

3 Dividend

RETAINED BY THE COMPANY

4 Depreciation & Retention

LENDERS

5 Financial Charges

VALUE ADDED TOTAL

EMPLOYEES

APPLIED IN THE FOLLOWING WAY

86,857

8,740

-

(10,264)

95,464

180,797

48.05%

4.83%

(5.68%)

52.80%

100%

91,154

4,201

30,244

9,857

116,365

251,821

36.20%

1.67%

12.01%

3.91%

46.21%

100%

Value in '000

Value in '000

INSTALLED CAPACITY OF PRODUCTION

ACHIEVABLE CAPACITY IN M.TON

UTILIZATION OF CAPACITY IN M.TOM

806,442

554,621

251,821

2015-16(In BDT Tk.)

2012-13

34,872 Spindle

4,500 M.Ton

2012-13

3,373 M.Ton

2014-15

3,526 M.Ton

2014-15

34,872 Spindle

4,500 M.Ton

2012-13

3,036 M.Ton

90%

2013-14

34,872 Spindle

4,500 M.Ton

2013-14

3,522 M.Ton

2013-14

3,205 M.Ton

91%

2014-15

3,209 M.TON

91%

PRODUCTION TABLE

ANNEXURE - VII VALUE ADDED STATEMENT

2015-16

34,872 Spindle

4,500 M.Ton

2015-16

3292 M.Ton

2015-16

2996 M.TON

91%

2016-17

34,872 Spindle

4,500 M.Ton

2016-17

3,547 M.Ton

2016-17

3,228 M.TON

91%


2016-2017

Value in '000

Financial Position

Authorised Capital

Paid-up-capital

Retained Earnings

Turnover

Gross Profit

Gross Profit in %

Net Profit Before Tax

Net Profit Before Tax

Fixed Asset

Current Asset

Current Liabilities

Net Current Assets

Key Financial Ratios

Current Ratio (Times)

Quick Ratio (Times)

Debt- Equity Ratio (Times)

Time interest earned ratio (Times)

Inventory Turnover (Times)

Assets Turnover

Return on Assets

Return on Equity

Earning per Share (EPS)

Net Operating Cash Flow Per Share

Net Asset Value Per Share

Dividend Per Share (DPS)

Book Value Per Share

Dividend Payout Ratio

Other Information

Total Share

Number of Shareholders

Number of Employees

2012-2013

1,000,000

523,710

32,341

849,573

233,199

27.45%

38,508

4.53%

822,064

1,052,857

996,591

56,266

1.05 : 1

0.53 :1

0.88 times

1.26

1.67

40.85%

1.85

3.83

0.62

3.26

19.48

10%

Bonus Share

14.6

162%

52,371,000

10,930

917

2013-2014

1,000,000

576,081

48,595

923,490

244,879

26.52%

58,772

6.36%

829,294

1,053,457

958,629

94,828

1.09:1

0.57:1

0.82 times

1.41

1.8

44.96%

2.86

5.66

0.84

1.09

18.28

5%

Bonus Share

16.9

59%

57,608,100

11,025

914

2016-2017

10,00,000

6,04,885

-38,726

8,18,904

99,236

12.12%

-32,240

-0.39%

8,21,851

11,53,145

10,86,908

66,237

1.06

0.645

1.073

0.639

1.832

40.17%

-1.58%

-3.35%

-0.64

-1.58

15.88

2%

Cash

8.7

-

6,04,88,505

8,086

825

2014-2015

1,000,000

604,885

21,850

774,463

196,103

25.32%

25,716

3.32%

818,570

1,014,033

886,621

127,412

1.14

0.563

0.80 times

1.21

1.52

38.76%

1.29%

2.48%

0.36

1.18

16.83

5%

Cash

10.1

138.40%

60,488,505

10,454

833

ANNEXURE - VIII

FIVE YEARS FINANCIAL STATISTICS

2015-2016

1,000,000

604,885

11,035

809,245

175,007

21.63%

13,181

1.63%

806,393

1,084,432

964,333

120,099

1.12

0.667

0.91 times

1.14

1.69

41.26%

0.67%

1.32%

0.18

-0.83

16.12

No Dividend

8.10

-

60,488,505

8,813

860


2016-2017

( Figures in '000 )SALES & PRODUCTION IN TERMS OF QUANTITY OVER 5 YEARS

PATICULARS

Production (Lbs.)

Sales (Lbs.)

2014-2015

7075

6472

2016-2017

7,117

7,284

2012-2013

6,693

6,164

2013-2014

7,067

6,666

2015-2016

6,605

7,398

SALES & PROFITABILITY OVER 5 YEARS (Tk. in '000)

2013-14

923,490

244,879

48,594

PARTICULARS

Sales

Gross Profit

Net Profit

2012-13

849,573

233,199

32,341

2016-17

8,18,904

99,236

-38,726

2014-15

774,463

196,103

21,850

2015-16

809,245

175,007

11,035


2016-2017

PATICULARS

Earnings Per Share

2014-2015

0.36

2016-17

-0.64

2012-2013

0.62

EARNING PER SHARE (EPS)

2013-2014

0.84

2015-2016

0.18


2016-2017

The 21st Annual General Meeting (AGM) of shareholders of Metro Spinning Limited was held on December 18, 2016 at 09.30 AM at the Maksons Group Conference Hall (Situated at Maksons Spinning Mills Ltd., Holding # 87, Ward # 5, Block # B, Shahid Minnat Ali Road # 4, Gouripur, Ashulia, Savar, Dhaka). A large number of shareholders attended at the Annual General Meeting.

Mr. Haider Ahmed Khan, Chairman of the company, presided over the meeting. Mr. Mohammad Ali Khokon, Managing Director of the company along with other Directors of the company was also present in the meeting. Verses from the Holy Quran along with its translation in Bengali were recited at the very outset of the meeting.

The Chairman of the meeting welcomed the shareholders in the Annual General Meeting. With the permission of the Chair, the meeting began and the shareholders expressed their valued opinion on the audited financial statement of the Company for the year ended 30 June 2016 and also on their affairs.

Mr. Mohammad Ali Khokon, Managing Director of the company replied to the queries and explained various comments of distinguished shareholders. He also gave hints of future activities of the Company.

After approving the audited financial statements, declaring dividend (No Dividend), electing directors, appointing auditors and fixing their remuneration by the shareholders, the meeting ended with a vote of thanks to and from the Chair.

______________________(Haider Ahmed Khan)Chairman

Minutes of the 21st AGMMinutes of the 21st AGM


2016-2017


2016-2017

Audited Financial Statements

Audited Financial Statements


2016-2017

Independent Auditor’s Report to the Shareholders ofMETRO SPINNING LIMITED

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards (BFRS), Bangladesh Accounting Standards (BAS), the Companies Act 1994, the Securities & Exchange Commission Rules 1987 and other applicable laws and regulations. This responsibility includes: designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these 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 whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we considers internal control relevant to the entity’s preparation and fair presentation of the financial statements 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 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 financial statements give a true and fair view of the financial position of Metro Spinning Ltd. as at June 30, 2017 and of its financial performance and its cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standards (BFRSs).

Report on other Legal and Regulatory Requirements In accordance with the companies Act 1994 and Bangladesh Securities and Exchange Rules 1987, we also report that:

(i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due verification thereof;

(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as it appeared from our examination of those books;

(iii) the statement of financial position, Statement of Profit or Loss and other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows dealt with by the report are in agreement with the books of account; and

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

Place: Dhaka Date: October 09, 2017 Ahmed Zaker & Co.

Chartered Accountants


2016-2017

AssetsNon-Current Assets 945,660,133 894,257,523

Property, Plant & Equipment 4.00 821,851,528 806,393,172

Investments in Share 5.00 123,808,605 87,864,351

Current Assets 1,153,145,880 1,084,432,592

Inventories 6.00 452,282,341 441,611,938

Trade and Others Receivable 7.00 499,025,059 478,081,413

Advance, Deposit & Prepayments 8.00 196,475,763 158,071,135

Cash and Cash Equivalents 9.00 5,362,717 6,668,106

Total Assets 2,098,806,013 1,978,690,115

Shareholders' Equity and LiabilitiesShareholders' Equity 960,767,766 963,549,570

Share Capital 10.00 604,885,050 604,885,050

Reserve & Surplus 11.00 355,882,716 358,664,520

Non-Current Liabilities 51,130,075 50,806,698

Deferred Tax Liability 12.00 51,130,075 50,806,698

Current Liabilities 1,086,908,172 964,333,847

Trade and other payables 13.00 13,870,099 11,496,542

Liability for WPPF 14.00 2,045,938 3,345,938

Short Term Loan from Bank & others 15.00 1,030,664,239 893,488,336

Provision for Tax 16.00 4,394,811 4,604,689

Liabilities for Expenses 17.00 35,933,086 51,398,342

Total Equity and Liabilities 2,098,806,013 1,978,690,115

Net Assets Value (NAV) per share 27.00 15.88 15.93

The annexed notes (1-36) form an integral part of these financial statements.

METRO SPINNING LIMITEDStatement of Financial Position

As at June 30, 2017

NotesParticulars 30 June, 2017 30 June, 2016( Restated )

Director Managing DirectorChief Financial Officer Company Secretary

Date: October 09, 2017Place: Dhaka

Ahmed Zaker & Co.Chartered Accountants

As per our annexed report of even date

Amount in TK.


2016-2017

METRO SPINNING LIMITEDStatement of Comprehensive Income

For the year ended June 30, 2017

NotesParticulars

Sales (Net off VAT) 18.00 818,904,314 809,245,562

Less: Cost of Goods Sold 19.00 719,668,182 634,237,582

Gross Profit 99,236,132 175,007,980

Less : Operating Expenses 38,202,973 41,999,239

Administrative Expenses 20.00 29,495,662 33,302,249

Selling & Distribution Expenses 21.00 8,707,311 8,696,990

Operating Profit before financial expenses & WPPF 61,033,158 133,008,741

Less: Financial Expenses 22.00 95,464,925 116,365,044

Operating Profit/(Loss) before WPPF (34,431,766) 16,643,697

Add. Non-operating income 23.00 2,191,372 5,975

Less: Non-operating expense 24.00 - 2,808,576

Profit before WPPF (32,240,394) 13,841,097

Less: Provision for WPPF - 659,100

Profit before Tax (32,240,394) 13,181,998

Provision for Taxation 6,485,664 2,146,560

Provision for current tax 6,162,287 2,427,737

Provision Deferred Tax 323,377 (281,177)

Net Profit after Tax for the year (38,726,058) 11,035,438

Other Comprehensive Income 35,944,254 (23,962,836)

Gain/(Loss) on Marketable Securities (Unrealized) 35,944,254 (23,962,836)

Total Comprehensive Income/Loss for the year (2,781,804) (12,927,399)

Basic Earning per Share (EPS) 26.00 (0.64) 0.18

The annexed notes (1-36 ) form an integral part of these financial statements.

Director Managing DirectorChief Financial Officer




30 June, 2017 30 June, 2016

Amount in TK.

Company Secretary


2016-2017

MET

RO S

PIN

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G L

IMIT

EDSt

atem

ent o

f Cha

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in E

quity

For t

he y

ear e

nded

June

30,

201

7

Part

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Shar

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pita

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are

Prem

ium

Reva

luat

ion

Rese

rve

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on

Mar

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Reta

ined

Earn

ings

Tota

l

Bala

nce

as o

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2016

Divi

dend

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ent o

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alua

tion

Com

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ve in

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r the

per

iod

Bala

nce

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Bala

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Bonu

s Sh

are

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e

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f Rev

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tion

Com

preh

ensi

ve in

com

e fo

r the

per

iod

Bala

nce

as o

n 30

-06-

2016

604

,885

,050

-

-

-

604

,885

,050

604

,885

,050

-

-

-

604

,885

,050

103

,500

,000

-

-

-

103

,500

,000

103

,500

,000

-

-

-

103

,500

,000

296

,415

,081

-

(3,2

95,0

41)

-

293

,120

,040

299

,893

,550

-

(3,4

78,4

69)

-

296

,415

,081

(92,

535,

649) -

-

35,

944,

254

(56,

591,

395)

(68,

572,

813) -

-

(23,

962,

836)

(92,

535,

649)

51,

285,

088 -

3,2

95,0

41

(38,

726,

058)

15,

854,

071

67,

015,

434

(30,

244,

252)

3,4

78,4

69

11,

035,

437

51,

285,

088

963

,549

,570

-

-

(2,7

81,8

04)

960

,767

,766

1,0

06,7

21,2

21

(30,

244,

252) -

(12,

927,

399)

963

,549

,570

Dire

ctor

Man

agin

g Di

rect

orCh

ief F

inan

cial

Offi

cer

Date

: Oct

ober

09,

201

7Pl

ace:

Dha

ka A

hmed

Zak

er &

Co.

Char

tere

d Ac

coun

tant

s

As p

er o

ur a

nnex

ed re

port

of e

ven

date

Rest

ated

Com

pany

Sec

reta

ry


2016-2017

A. CASH FLOWS FROM OPERATING ACTIVITIES

Cash Received from Turnover and Others 798,982,761 752,661,587

Payment for Cost and Expenses (792,875,651) (678,229,351)

Income Tax Paid (6,372,165) (8,203,261)

Interest Paid (95,464,925) (116,365,044)

Net cash inflow /(outflow) from Operating Activities (95,729,980) (50,136,069)

B. CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of Fixed Assets (44,231,314) (16,888,860)

Sale of Assets 1,480,000 -

Net cash inflow /(outflow) from Investing Activities (42,751,314) (16,888,860)

C. CASH FLOWS FROM FINANCING ACTIVITIES

Dividend Paid - (1,912,603)

Short Term Loan from Bank & others 137,175,903 74,814,845

Net cash inflow /(outflow) from Financing Activities 137,175,903 72,902,242

D Net increase/(Decrease) in cash & cash equivalents (A+B+C) (1,305,391) 5,877,313

E Cash and cash equivalents at the beginning 6,668,106 790,793

F Cash and cash equivalents at the end (D+E) 5,362,715 6,668,106

Cash and cash equivalents as on 30 June 2017

Cash In hand 346,151 71,671

Cash at Bank (Note:9.01) 5,016,566 6,596,435

5,362,717 6,668,106

Net Operating Cash Flows Per Share (NOCFPS) 28.00 (1.58) (0.83)

The annexed notes (1-36) form an integral part of these financial statements.

METRO SPINNING LIMITEDStatement of Cash Flows

For the year ended June 30, 2017

Director Managing DirectorChief Financial Officer




NotesParticulars 30 June, 2017 30 June, 2016

Amount in TK.

Company Secretary


2016-2017

1.00 Background of the Company

The company was incorporated in Bangladesh on 9 May 1993 with the Registrar of Joint Stock Companies and firms as a Private Limited Company under the Companies Act, 1913. Subsequently the status of the company was converted into Public Limited Company on 2 June 1994 by a Special Resolution. The Company went on (IPO) in the year 2001. The registered office of the Company is located at 28, Dilkusha C/A. 4th Floor, Dhaka-1000 and the factory is located at Rupganj in Narayanganj. The Company is listed with Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE) as a publicly quoted company. The shares of the company have been trading in both the stock exchanges from 14 March 2002.

1.01 Nature of Business

The principal activities of the Company are manufacturing of knit yarn and selling to the export oriented Knit Garments industry against back to back letter of credit and receiving foreign currency on deferred payment basis.

1.02 Business with Associates Company Sl No. Name of Related Party Relationship Nature of the Business

1 Maksons Pharmaceuticals Limited Affiliated Medicine 2 Maksons Spinning Mills Limited Affiliated Spinning

2.00 BASIS OF PREPARATION OF FINANCIAL STATEMENTS

2.01 Statement of Compliance

The financial statements have been prepared incompliance with the requirements of the Companies Act 1994, the Securities & Exchange Rules 1987, the Listing Regulations of Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE) and other relevant local laws as applicable and in accordance with the applicable Bangladesh Financial Reporting Standards (BFRSs) include Bangladesh Accounting Standards (BAS) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) based on International Accounting Standards (IAS) and International Financial Reporting Standards (IFRSs).

2.02 Regulatory Compliances

As required, the company has complied the rules and regulations of the following Acts and Rules: The Companies Act 1994 The Income Tax Ordinance 1984; The Income Tax Rules 1984; The Value Added Tax Act 1991; The Value Added Tax Rules 1991; The Customs Act, 1969; and The Bangladesh Labour Law, 2006.

2.03 Components of the Financial Statements According to the International Accounting Standards (IAS)-1 as adopted by ICAB as BAS-1 “Presentation of

Financial Statements”, the complete set of financial statements includes the following components.

METRO SPINNING LIMITEDNotes to the accounts for the year ended June 30, 2017


2016-2017

i. Statement of financial position as at 30 June 2017;ii. Statement of comprehensive income for the year ended 30 June 2017;iii. Statement of changes in equity for the year ended 30 June 2017;iv. Statement of cash flows for the year ended 30 June 2017; andv. Notes Comprising Significant Accounting Policies and others Explanatory Information for the year

ended 30 June 2017.

2.04 Measurement basis used in preparing the Financial Statements The financial statements have been prepared on historical cost basis and as such do not take into

consideration of the effect of inflation. The accounting policies, unless otherwise stated, have been consistently applied by the company and are consistent with those of the previous year.

2.05 Reporting Currency and Level of Precision The financial statements are presented in Bangladeshi currency (Taka) which is the Company’s functional

currency. All financial information presented in Taka and rounded off to the nearest Taka.

2.06 Preparation and Presentation of Financial Statements of the Company The Board of Directors of the company is responsible for preparation and presentation of the financial

statements of the company.

2.07 Use of Estimates and Judgments The financial statements were prepared in conformity with the requirements of relevant provisions of

BAS/BFRS, Judgments of the management, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual amounts may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about significant areas of estimation on uncertainty and critical judgments in applying accounting policies that have the most significant affect on the amounts recognized in the financial statements are included in the following notes:

Note: 6 Inventories Note: 11 Reserves and Surplus Note: 12 Deferred Tax Liabilities Note: 14 Liability for (WPPF) Note: 16 Provision for Tax

2.08 Reporting Period The financial period of the companies covers one year from 1 July 2016 to 30 June 2017 and is followed consistently.

2.09 Statement of Cash Flows Statement of cash flows is prepared in accordance with “BAS 7: Statement of Cash Flows” and the cash flows

from operating activities have been presented under Direct Method as required by the Securities and Exchange Rules 1987 and considering the provisions that “Enterprises are Encouraged to Report Statement of Cash Flows from Operating Activities using the Direct Method”.

2.10 Compliance with the Requirements of Notification of the Securities and Exchange Commission dated 04.06.2008 under ref. # SEC/CMMRPC/2008-181/53/Adm/03/28

a) Notes to the financial statements marked from 3.00 to 3.19 setting out the policies are unambiguous with respect to the reporting framework on which the accounting policies are based.

b) The accounting policies on all material areas have been stated clearly in the notes marked from 3.00 to 3.19.

c) The accounting standards that underpin the policies adopted by the company can be found in the following places of the notes to the financial statements:


2016-2017

d) The financial statements are in compliance with the Bangladesh Financial Reporting Standards (BFRS) which are adopted from the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).

2.11 Standards, amendments or interpretations which became effective during the year Standards, amendments or interpretations which are effective during the year did not have any material

effect on the financial statements of the Company.

Sl. No. Name of the BAS BAS's no. Comments1 Presentation of Financial Statements 1 A2 Inventories 2 A3 Cash Flow Statements 7 A4 Accounting policies, Changes in accounting Estimates & Errors 8 A5 Events after the Reporting Period 10 A6 Construction Contracts 11 N/A7 Income Taxes 12 A8 Property, Plant and Equipment 16 A9 Leases 17 N/A10 Revenue 18 A11 Employees Benefits 19 A12 Accounting for Government Grants & Disclosure of Government Assistance 20 N/A13 The Effects of Changes in Foreign Exchange Rates 21 A14 Borrowing Costs 23 A15 Related Party Disclosures 24 A16 Accounting and Reporting by Retirement Benefit Plans 26 N/A17 Consolidated and Separate Financial Statements 27 N/A18 Investment in Associates 28 N/A19 Interest in Joint Ventures 31 N/A20 Financial Instruments: Presentation 32 A21 Earning Per Share 33 A22 Interim Financial Reporting 34 A23 Impairment of Assets 36 A24 Provision, Contingent Liabilities and Contingent Assets 37 A25 Intangible Assets 38 N/A26 Financial Instruments Recognition &Measurement 39 A27 Investment Property 40 N/A28 Agriculture 41 N/A

SL. No. Name of the BFRS/IFRS BFRS/ IFRS No. Comments1 Adoption of Bangladesh Financial Reporting Standards 1 N/A2 Share based payment 2 N/A3 Business Combinations 3 N/A4 Insurance Contracts 4 N/A5 Non-Current Assets held for sale and discontinued operations 5 N/A6 Exploration for and evaluation of mineral resources 6 N/A7 Financial Instruments: Disclosures 7 N/A8 Operating Segments 8 N/A9 Financial Instruments 9 A10 Consolidated Financial Statements 10 N/A11 Joint Arrangements 11 N/A12 Disclosure of Interests in Other Entities 12 N/A13 Fair Value Measurement 13 A


2016-2017

3.00 SIGNIFICANT ACCOUNTING POLICIES The specific accounting policies have been selected and applied for significant transactions and events that have a

material effect within the framework for the preparation and presentation of financial statements.

3.01 Recognition of Property, Plant & Equipment Property, plant & Equipment are accounted for according to BAS 16 “Property, Plant and Equipment” at Historical cost

less cumulative depreciation except land and land development which consider at revalued and includes expenditures that are directly attributable to the acquisition of the assets. The cost of self constructed/installed assets includes the cost of materials, direct labor and any other costs directly attributable to bringing the assets to the working condition for its intended use and the cost of dismantling and removing the items and restoring the site on which they are located.

3.02 Depreciation Depreciation has been charged on addition from the date of acquisition & revaluation date. Deprecation was

computed using the diminishing balance method. The cost and accumulated depreciation of depreciable assets retired or otherwise disposed off are eliminated from the assets and accumulated depreciation:

Category Rate

Land and Land Development 0.00%

Building & Other 5.00%

Plant & Machinery 6.66%

Furniture & Fixture 15.00%

Office Equipment 10.00%

Motor Vehicle 20.00%

Disposal: The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales

proceeds and the carrying amount of the asset and is recognized in the Statements of Profit or Loss and other Comprehensive Income. Sales of land and buildings are accounted for when there is an unconditional exchange of contracts. There was no disposal of asset during the year.

3.03 Inventories

Valuation of Inventories Inventories comprise Raw Materials, Finished Yarn, Waste Cotton, Store & Spares, Stores-in-Transit and Work in

process. They are stated at the lower of cost or net realizable value in accordance with BAS 2 “Inventories” after making due allowance for any obsolete or slow moving item. The costs of inventories are assigned by using weighted average cost method. Net realizable value of Work in Process is determined after deducting the estimated cost of completion and estimated cost necessary to make the sale from estimated selling price. The average rate of cost of goods sold per kg stood at Tk 98.80 but the closing stock of yarn was valued at Tk109.80 per Kg. The rate is higher because the closing stock represents higher count of yarn.

3.04 Capital Work-In-Progress Property, Plant and Equipment under construction/acquisition is accounted for as capital work-in-progress until

construction/acquisition is completed and measured at cost.

3.05 Leased assets The leased liability is considered as a capital lease. So the interest expense on Lease liability is charge to income

statement under finance cost.


2016-2017

3.06 Revenue Recognition Revenue from net sales of the company represents invoiced value of sale of yarn which are recognized after

considering the conditions, set in paragraph-14 of BAS-18: “Revenue”. Revenue from the sale of goods is recognized when all the following conditions are satisfied:

• the company has transferred to the buyer the significant risks and rewards of ownership of the goods;• the company retains neither continuing managerial involvement to the degree usually associated with ownership

nor effective control over the goods sold;• the amount of revenue can be measured reliably;• it is probable that the economic benefits associated with the transaction will flow to the company; and • the cost incurred or to be incurred in respect of the transaction can be measured reliably.

3.07 Foreign Currency Transaction/Translation Foreign currency transactions are translated into Bangladeshi Taka at the exchange rates ruling at the transaction

dates according to BAS 21: The effect of changes in Foreign Exchange Rates”. Monetary assets and liabilities denominated in the foreign currencies are translated at prevailing rates on the balance sheet (financial position) date. Non monetary assets and liabilities denominated in foreign currencies, which are related at historical cost, are translated into Bangladesh Taka at the exchange date ruling at the date of transactions. Foreign exchange fluctuation gain/losses are charged to Statement of profit or loss and other Comprehensive Income for the respective period.

3.08 Financial Expenses Financial costs comprise of interest expense on short term loan. The costs are charged to revenue except those are

capitalized in accordance with BAS 23: Borrowing Costs.

3.09 Financial Instruments Non-derivative financial instruments comprise trade receivables, trade payables, cash and cash equivalents and share capital.

3.10 Trade Receivables Trade receivables are recognized initially at invoice value and subsequently measured at the remaining amount less

allowance for doubtful receivable at the year end, if any. Receivables from foreign currency transactions are recognized in Bangladeshi Taka using exchange rates prevailing on the date of transaction.

3.11 Trade Payables Liabilities are recorded at the amount payable for settlement in respect of goods and services received by the

company, whether or not billed by the suppliers

3.12 Cash and Cash Equivalents Cash and cash equivalents consist of cash in hand and with banks on current and deposit accounts and short term

investments which are held and available for use by the company without any restriction. There is insignificant risk of change in value of the same.

3.13 Share Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are

recognized as a deduction from equity, net of any tax effect.

3.14 Taxation

3.14.1 Current Tax Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or

subsequently enacted after the reporting date and any adjustment to tax payable in respect of previous years. Provision for taxation is calculated on the basis of applicable current tax rate and incompliance with Finance Act. 2017.

3.14.2 Deferred Tax The company has decided to adopt policy of recognition of deferred tax in accordance with the Bangladesh

Accounting Standard 12 (BAS-12), deferred tax is provided using the liability method for temporary difference between the carrying value of fixed assets as per accounts and the corresponding income tax written down value. Deferred tax is calculated at the effective income tax rate prevailing at the statement of financial position date.


2016-2017

3.15 Provisions As per “BAS 37: Provisions, Contingent Liabilities and Contingent Assets’ a provision recognized on the date of

statement of financial position if, as a result of past even Company has a present obligation that can be estimated reliably, and it is probable the outflow of economic benefits will be required to settle the obligation.

A provision is recognized if, as a result of a past event, the company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefit will be required to settle the obligation.

3.16 Contingencies Contingencies arising from claim, litigation assessment, fines, penalties etc are recorded it is probable that a liability

has been incurred and the amount can be measured reliably accordance with “BAS 37: Provisions, Contingent Liabilities and Contingent Assets”.

3.17 Earning Per Share (EPS) The company calculates Earning Per Share (EPS) in accordance with BAS 33 “Earning Per Share” which has been shown

on the face of statement of profit or loss and other Comprehensive Income and the computation of EPS is stated in Note – 25 of the financial statements.

Basic Earnings This represents earnings for the period attributable to the ordinary shareholders. As there no preference dividend,

minority interest or extra ordinary items, the net profit for the year has been considered as fully attributable to ordinary shareholders. Basic earnings per has been calculated by dividing the net profit or loss by the weighted average number of ordinary share outstanding during the year.

Diluted Earnings Per Share (DEPS) Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and weighted average

number of ordinary shares outstanding, for the effect of all dilutive potential ordinary shares. However, dilution of EPS is not applicable for these financial statements as there were no potential ordinary shares during the relevant period.

3.18 Contingent Liabilities and Assets Contingent liabilities are current or possible obligations, arising from past events and whose existence is due to the

occurrence or non- occurrence of one or more uncertain future events, which are not within the control of the company.

3.19 Worker’s profit participation & welfare funds The company contributed 5.00% of net profit before charging the amount to the aforementioned fund in accordance

with the requirement of section 234 of labor Act. 2006.

3.20 Segment Reporting No segmental reporting is applicable for the company as required by “BFRS-08: Operating Segment” as the company

operates in a single industry segment and within as geographical segment.

3.21 Event after Statement of Financial Position Date In compliance with the requirements of “BAS-10: Event After the reporting period” that provide additional information

about the company’s position at the date of the financial position are reflected in the financial statements and events after the reporting period that are not adjusting events are disclosed in the notes of financial statements when arise.

3.22 Going Concern The company has adequate resources to continue its operations for foreseeable future. For this reason the directors

continue to adopt the going concern basis in preparing the accounts. The resources of the company are sufficient to meet the present obligation of its existing businesses and operations.

3.23 Related Party Disclosures The company carried out a number of transactions with related parties in the normal course of business and on arms’

length basis. The information as required by BAS 24: Related Party Disclosures has been disclosed in a separate note 33 to the accounts.


2016-2017

3.24 Financial Risk Management Policies The company is exposed to normal business risks from changes in market interest rates and currency exchange rates

and from non-performance of contractual obligations by counterparties. The company does not hold or issue derivative financial instruments for speculative or trading purposes.

Interest Rate Risk The company has no significant risk of fluctuations in interest rates.

Foreign Currency Risk The company is exposed to foreign currency risk relating to purchases which are denominated in foreign currencies.

The company primarily utilizes forward exchange contracts with maturities of less than one year to hedge such financial liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate to anticipated purchases, denominated in foreign currencies, for the subsequent period.

Credit Risk Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial

and contractual obligations to the company as and when they fall due.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the reporting date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. However, due to the large number of parties comprising the group’s customer base, Management does not anticipate material losses from its debt collection.

Liquidity Risk The company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by

management to finance the company operations and to mitigate the effects of fluctuations in cash flows.

Fair Values The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable,

willing parties in an arm’s length transaction.

The fair value of trade and other short-term receivables are taken to approximate their carrying value. The fair value of financial assets and liabilities approximate their carrying value.

3.25 General Comparative information has been disclosed for all numerical information in the financial statements and also the

narrative and descriptive information where it is relevant for understanding of the current period’s financial statements.

Comparative figure have been re-arranged wherever considered necessary to insure better comparability with the current period without causing any impact on the profit and value of assets and liabilities as reported in the financial statements.


2016-2017

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2016-2017

4.00 Property, Plant & Equipments: Tk.821,851,528 (A) At Cost Opening Balance as at 30.06.16 1,21,56,20,501 1,19,87,31,641 Add: Addition during the year 4,42,31,314 1,68,88,860 Less : Disposal during the period 13,22,547 - Closing Balance as at 30.06.17 1,25,85,29,268 1,21,56,20,501

(B) Accumulated Depreciation Opening Balance as at 30.06.16 40,92,27,329 38,01,60,992 Add:Charged during the pediod 2,84,62,238 2,90,66,337 Less : Disposal during the period 10,11,827 - Closing Balance as at 30.06.17 43,66,77,740 40,92,27,329 Written Down Value June 30, 2017 (A-B) 82,18,51,528 80,63,93,172 **Details have been presented in Schedule-A.

5.00 Investments in Share: Tk. 123,808,605 Maksons Pharmaceutical limited 4,00,000 4,00,000 Maksons Spinning Mills limited 12,34,08,605 8,74,64,351 Total 12,38,08,605 8,78,64,351

Maksons Pharmaceuticals Limited (MPL) was incorporated as a public limited company in 3rd February 2002. Metro Spinning Limited (MSL) has made an investment in shares of Maksons Pharmaceuticals Limited (MPL) at the time of incorporation. The project of the company is in the preliminary stage of the implementation. Maksons Pharmaceuticals Limited (MPL) is not a listed company.

Initially, Metro Spinning Mills Limited has invested Taka 3,00,00,000 against 30,00,000 shares of Taka 10/- each of Maksons Spinning Mills Limited. Then again invested Taka 15,00,00,000 after attaining 1:2 Right Share, consists of 60,00,000 shares @ Taka 25/- each. Thus the total investment is now Taka 18,00,00,000. Presently, Metro Spinning Mills Limited holds 11,981,418 number of shares in Maksons Spinning Mills Limited after receiving bonus shares. Which Market Value is Tk 123,408,605 as on 30.06.2017.

6.00 Inventories : Tk.452,282,341 Raw Cotton (Note: 6.01) 32,05,25,137 28,96,10,499 Work in Process (Note: 6.02) 50,26,100 76,58,290 Finished Goods (Note: 6.03) 11,82,95,191 13,47,53,025 Store & Spares 75,02,968 82,03,353 Oil & Lubricant 60,094 3,86,359 Packing Material 7,27,923 8,42,843 Construction Materials 1,44,929 1,57,569 Total 45,22,82,341 44,16,11,938

6.01 Raw Cotton: Tk. 320,525,137 This is made up as follows: Cotton 32,05,25,137 28,96,10,499 Total 32,05,25,137 28,96,10,499

6.02 Work in Process: Tk. 50,26,100 This is made up as follows: Blow Room 4,85,511 2,21,282 Carding - 1,36,705 Drawing 1,14,676 2,19,561 Simplex 16,40,030 26,66,376 Ring 21,57,479 35,83,112 Cone Winding 6,28,404 8,31,254 Total 50,26,100 76,58,290

30 June, 2017 30 June, 2016

Amount in TK.


2016-2017

6.03 Finished Goods: Tk. 118,295,191 This is made up as follows: Yarn (Various Count) 11,82,95,191 13,47,53,025 Total 11,82,95,191 13,47,53,025

7.00 Trade Other Receivable : Tk.499,025,059 This is made up as follows: Trade Debtor-Secured 47,80,81,413 42,43,00,038 Add. Increased during the year 81,89,04,315 80,92,45,562 Less:Realised During the year (79,79,60,669) (75,54,64,187) Total 49,90,25,059 47,80,81,413

Ageing Schedule of Trade Receivable: Due within 06 Months 35,95,54,444 25,62,40,236 Due Over 06 Months 13,94,70,615 22,18,41,177 Total 49,90,25,059 47,80,81,413

8.00 Advance, Deposit & Prepayment: Tk.196,475,763 This is made up as follows: Advance (Note: 8.01) 18,98,65,568 15,21,08,425 Deposit (Note: 8.02) 42,56,883 42,56,883 Prepayment (Note: 8.03) 23,53,312 17,05,827 Total 19,64,75,763 15,80,71,135

8.01 Advance : Tk.189,865,568 This is made up as follows: Advance to Parties 11,33,86,914 10,88,17,780 Advance against Lease 34,69,598 34,69,597 Advance Income Tax & VAT 30,04,418 28,72,165 Raw Cotton in Transit 6,04,47,969 2,88,72,678 Claim of Short Weight 85,46,546 79,13,746 Assets in Transit 10,10,124 1,62,459 Total 18,98,65,568 15,21,08,425

8.02 Deposit :Tk. 4,256,883 This is made up as follows: Titas Gas 15,75,442 10,74,458 Other Deposit 26,81,441 31,82,425 Total 42,56,883 42,56,883

8.03 Prepayments :Tk. 2,353,312 This is made up as follows: Prepaid Office rent 15,00,000 15,00,000 Prepaid insurance 8,53,312 2,05,827 Total 23,53,312 17,05,827

9.00 Cash and Cash Equivalent :Tk. 5,362,717 This is made up as follows: Cash in hand 3,46,151 71,671 Cash at Bank (Note: 9.01) 50,16,566 65,96,435 Total 53,62,717 66,68,106

9.01 Cash at Bank : Tk.5,016,566 This is made up as follows: Current Account (Note-9.01.1) 48,62,169 55,60,202 Short Term Deposit (Note-9.01.2) 1,54,397 10,36,233 Total 50,16,566 65,96,435

30 June, 2017 30 June, 2016

Amount in TK.


2016-2017

9.01.1 Current Account: Tk. 48,62,169 This is made up as follows: Sonali Bank Ltd., Local Office-33042553 69,732 69,732 City Bank Ltd., Nikunja Branch-11013822 1,71,440 53,008 Mutual Trust Bank Ltd., Principal Br. -0210004796 26,746 24,808 Dutch Bangla Bank Ltd., Uttara Br.-11517 17,40,148 (2,23,351) Islami Bank Bangladesh Ltd., Local Office -01088991 1,864 2,152 Jamuna Bank Ltd., Uttara Br. -0210004759 7,677 19,512 Southeast Bank Ltd., Principal Br.-11100030552 54,812 24,657 Southeast Bank Ltd., Uttara Br.-11100013611 81,994 12,56,771 Southeast Bank Ltd.-1311100013637 23,534 24,834 Southeast Bank Ltd.-15400000585 3,09,662 - City Bank Ltd., Foreign Exchange Br.-3101644601001 58,143 1,71,440 EXIM Bank Ltd., Motijheel Br.-0111006535 454 454 NRB Global, Uttara Branch -0111100063138 9,37,954 47,593 NRB Global, Uttara Branch-914433300000125 13,20,100 - One Bank Ltd., Motijheel Br.-0200161268003 498 493 Jamuna Bank Ltd., Dilkusha Br.-02010004827 41,552 40,70,590 Social Islami Bank Ltd., Uttara Branch-0241330016844 15,859 17,509 Total 48,62,169 55,60,202 9.01.2 Short Term Deposit: Tk. 154,397 This is made up as follows: Dhaka Bank Ltd., Local Office -1341 2 313 Dhaka Bank Ltd., Dilkusha Branch-35001560 4,256 5,386 HSBC Bank Ltd., Dhaka Br.-001-010784-011 15,274 15,274 Mutual Trust Bank Ltd., Principal Br. -36000376 2 - Southeast Bank Ltd,. Principal Br-13100001462 45,180 9,24,414 Southeast Bank Ltd., Uttara Br-13100000385 68,688 68,222 First Security Bank Ltd., Dilkusha Branch-1102057 4,015 4,993 EXIM Bank Ltd., Motijheel Br.-13100002770 16,980 17,631 Total 1,54,397 10,36,233

10.00 Share Capital: This represents Authorized 1,000,00,000 ordinary shares of Tk. 10/- each 1,00,00,00,000 1,00,00,00,000 Issued, Subscribed and Paid-up 60,48,85,050 57,60,81,000 Paid up Share Capital of Tk. 604,885,050 is arrived at as follows: Sponsors' Contribution 15,856,309 Ordinary Shares @ Tk 10/- each 15,85,63,090 15,85,63,090 Public Issued of 44,632,196 Ordinary Shares @ Tk 10/- each 44,63,21,960 44,63,21,960 60,48,85,050 60,48,85,050 Distribution Schedule-Disclosures under the listing regulation of Stock Exchanges: The distribution schedule showing the number of shareholders and their shareholdings in percentage has been disclosed

below as a requirement of the "Listing Regulations of Dhaka and Chittagong Stock Exchanges".

30 June, 2017 30 June, 2016

Amount in TK.


2016-2017

Range of holdingin number of shares 2016-17 2016-17 2016-17 2015-16 2016-17 2015-16

2,331 4,390

651 391 107

61 34 71 41

9 8,086

29 54

8 5 1 1 0 1 1 0

100

5,98,105 90,68,436 48,12,284 59,87,308 32,77,446 15,46,421 13,15,114 42,21,954 99,12,464

1,97,48,973 6,04,88,505

4,61,731 78,99,299 43,53,088 52,47,223 28,43,038 18,90,856

9,79,811 49,46,013

1,06,98,242 2,11,69,204 6,04,88,505

1 15

8 10

5 3 2 7

16 33

100

1 13

7 9 5 3 2 8

18 35

100

No. of shareholders % of total holders No. of shares % of share capital

Below 500500 to 5,0005001 to 10,00010,001 to 20,00020,001 to 30,00030,001 to 40,00040,001 to 50,00050,001 to 100,000100,001 to 1,000,0001,000,001 and aboveTotal

2016-16 33 53

7 4 1 1 0 1 0 0

100

2015-16 2,865 4,642

615 373 118

55 22 71 42 10

8,813

Market Price The Company was listed in the Dhaka and Chittagong Stock Exchanges, on 14/03/2002 each share was quoted at tk 8.70 (on

30-06-2017) in the Dhaka Stock Exchange LTd and Tk8.70 ( on 30-06-2017) in the Chittagong Stock Exchange Ltd.

Summarized List of Shareholders as on 30-06-2017

Category Total Shareholder Total Shareholding Percentage (%) Sponsors 8 1,48,29,530 24.52 Financial Institutions 193 88,88,389 14.69 General Public 7,885 3,67,70,586 60.79 8,086 6,04,88,505 100.00 Option on Unissued Shares: There is no option regarding the authorized capital not yet issued can be used to increase the Issued, Subscribed and Paid-up

Capital through the issuance of new shares against cash contribution and bonus.

11.00 Reserve & Surplus: Tk. 355,882,716 This is made up as follows: Revaluation reserve 29,31,20,040 29,64,15,081 Retained Earnings 1,58,54,071 5,12,85,088 Share Premium 10,35,00,000 10,35,00,000 Loss on Marketable Securities (Unrealized) (5,65,91,395) (9,25,35,649) Total 35,58,82,716 35,86,64,520 12.00 Deferred Tax Liabilities: Tk. 51,130,075 This is made up as follows: Restated Opening balance 5,08,06,698 3,97,95,326 Prior adjustment (Restated) - 1,12,92,549 Addition during the year 3,23,377 (2,81,177) Total 5,11,30,075 5,08,06,698

12.01 Defferred Tax: This is made up as follows: Restated WDV as per Financial statements Base 46,60,30,055 45,06,91,699 WDV as per Tax Base 12,51,62,889 11,19,80,379 Difference 34,08,67,166 33,87,11,320 Tax @ 15% on Difference 5,11,30,075 5,08,06,698

13.00 Trade and other payables: Tk. 13,870,099 For Trading Suppliers 1,38,70,099 1,14,96,542 Total 1,38,70,099 1,14,96,542

30 June, 2017 30 June, 2016( Restated )

Amount in TK.


2016-2017

14.00 Liability for (WPPF): Tk.2,045,938 Opening Balance 33,45,938 54,36,753 Add: Provision made during the year (14.01) - 6,59,100 Less: Paid this year (13,00,000) (27,49,915) Closing balance 20,45,938 33,45,938

Provision for Workers Participation Fund has been made @ 5% of net profit after charging the contribution and such contribution provided as per provision of the Companies Profits (Workers Participation) (amendment) Ordinance, 1985 and payable to workers as defined in the said Ordinance.

14.01 WPPF Provision during the year: Net Profit after charging the Contribution - 1,38,41,096 WPPF Percentage 5% 5% Total - 6,59,100

15.00 Short Term Loan from Bank and Other: Tk. 1,030,664,239 Short Term Loan from Bank: (15.01) 83,61,93,471 77,64,75,302 Loan From Maksons Spinning Mills Ltd. (15.02) 19,44,70,768 11,70,13,034 Total 1,03,06,64,239 89,34,88,336

15.01 Short Term Loan from Bank: Tk. 836,193,471 This is made up as follows: Jamuna Bank OD A/c-134000403 4,13,20,407 4,13,21,822 Southeast Bank Ltd. OD A/C-73300000358 8,19,57,056 7,99,61,215 Loan on Export 11,77,77,282 11,52,49,391 Jamuna Bank Term Loan 6,08,87,256 7,72,43,372 Southeast Bank Ltd.-EDF 13,36,42,531 - Jamuna Bank Ltd- LTR 10,53,49,460 9,75,22,272 Southeast Bank Ltd.-LTR 66,96,669 13,83,56,727 Southeast Bank Term Loan 28,18,35,424 20,65,47,805 Mutual trust Term Loan A/C-1114002228 67,27,386 2,02,72,698 Total 83,61,93,471 77,64,75,302 15.02 Loan From Maksons Spinning Mills Ltd 19,44,70,768 11,70,13,034 The amount was received from Maksons Spinning Mills Limited against Advance for Land Sales. Jamuna Bank Limited (Cash Credit Hypo) The Cash credit was sanctioned by Jamuna Bank limited (Dilkusha Branch) for one year and usually renewed on annual basis .the

interest rate is subject to change from time to time, Such loan is secured against stock of raw materials and finished goods.

Southeast Bank Limited (Overdraft) The Overdraft limit was sanctioned by Southeast Bank Limited (Principal Branch) for one year a revolving limit of Tk.80, 000,000

and is usually renewed on annual basis .The interest rate is subject to change from time to time.

Southeast Bank Limited (Loan against Trust Receipt) The loan against trust receipt (LTR) were sanctioned by Southeast Bank Limited (Principal Branch) for 180 days is usually renewed

on annual basis. the interest rate is subject to change from time to time. Such loan is secured against project finance security. Jamuna Bank Limited (Loan against Trust Receipt) The loan on trust receipt (LTR) were sanctioned by Jamuna Bank Limited (Principal Branch) for 180 days. The interest rate is subject

to change that May be Made By the Bank from time to time .Such loan is secured against Land.

Mutual Trust Bank Limited (Term Loan) Two Term Loan were sanctioned by Mutual Trust bank limited (Principal Branch) . The interest rate is subject to change that may

be made by the Bank from time to time. Such loan is secured against loan.

30 June, 2017 30 June, 2016

Amount in TK.


2016-2017

16.00 Provision for Tax: Tk. 4,394,811 This is made up as follows: Opening Balance 46,04,689 1,03,80,213 Add : Provision made for the year 61,62,287 24,27,737 Less: Tax Paid/Adjustment during the year (63,72,165) (82,03,261) Total 43,94,811 46,04,689 17.00 Liabilities for Expenses: Tk. 35,933,086 This is made up as follows: Liabilities for Audit Fees 1,72,500 2,35,350 Welfare Fund 11,66,403 9,12,355 Provision for Expenses 1,18,92,982 72,59,325 Salary & Wages 39,83,895 11,89,279 Others Parties 54,99,587 1,16,69,972 Dividend Payable 79,10,761 2,42,92,729 Unclaimed Dividends 9,38,256 9,38,256 Liability for vat/Tax Deduction 43,68,703 49,01,076 Total 3,59,33,086 5,13,98,342 18.00 Sales: Tk. 818,904,314 This is made up as follows: Sale of Cotton Yarn (Local) 41,05,75,609 29,37,04,457 Less: Value Added Tax (VAT) 22,55,000 20,55,000 40,83,20,609 29,16,49,457 Add: Export Sales 41,05,83,705 51,75,96,105 Total 81,89,04,314 80,92,45,562

19.02 Direct Expenses : Tk. 53,887,525 This is made up as follows: Direct Labour/Wages 48,651,350 43,067,784 Overtime (Workers) 2,146,976 2,502,896 Bonus (Workers) 3,089,199 2,674,953 Total 53,887,525 48,245,633

6.03 Finished Goods: Tk. 118,295,191 This is made up as follows: Yarn (Various Count) 11,82,95,191 13,47,53,025 Total 11,82,95,191 13,47,53,025

7.00 Trade Other Receivable : Tk.499,025,059 This is made up as follows: Trade Debtor-Secured 47,80,81,413 42,43,00,038 Add. Increased during the year 81,89,04,315 80,92,45,562 Less:Realised During the year (79,79,60,669) (75,54,64,187) Total 49,90,25,059 47,80,81,413

Ageing Schedule of Trade Receivable: Due within 06 Months 35,95,54,444 25,62,40,236 Due Over 06 Months 13,94,70,615 22,18,41,177 Total 49,90,25,059 47,80,81,413

8.00 Advance, Deposit & Prepayment: Tk.196,475,763 This is made up as follows: Advance (Note: 8.01) 18,98,65,568 15,21,08,425 Deposit (Note: 8.02) 42,56,883 42,56,883 Prepayment (Note: 8.03) 23,53,312 17,05,827 Total 19,64,75,763 15,80,71,135

8.01 Advance : Tk.189,865,568 This is made up as follows: Advance to Parties 11,33,86,914 10,88,17,780 Advance against Lease 34,69,598 34,69,597 Advance Income Tax & VAT 30,04,418 28,72,165 Raw Cotton in Transit 6,04,47,969 2,88,72,678 Claim of Short Weight 85,46,546 79,13,746 Assets in Transit 10,10,124 1,62,459 Total 18,98,65,568 15,21,08,425

8.02 Deposit :Tk. 4,256,883 This is made up as follows: Titas Gas 15,75,442 10,74,458 Other Deposit 26,81,441 31,82,425 Total 42,56,883 42,56,883

8.03 Prepayments :Tk. 2,353,312 This is made up as follows: Prepaid Office rent 15,00,000 15,00,000 Prepaid insurance 8,53,312 2,05,827 Total 23,53,312 17,05,827

9.00 Cash and Cash Equivalent :Tk. 5,362,717 This is made up as follows: Cash in hand 3,46,151 71,671 Cash at Bank (Note: 9.01) 50,16,566 65,96,435 Total 53,62,717 66,68,106

9.01 Cash at Bank : Tk.5,016,566 This is made up as follows: Current Account (Note-9.01.1) 48,62,169 55,60,202 Short Term Deposit (Note-9.01.2) 1,54,397 10,36,233 Total 50,16,566 65,96,435

19.00 Cost of Goods Sold: Tk.719,668,182 Particulars Quantity(Lbs) Amount in Taka Amount in Taka Opening Work in Process 69,927 76,58,290 75,87,625 Raw Material Consumed (Note-19.01) 80,35,869 52,77,49,629 39,34,65,970 81,05,796 53,54,07,919 40,10,53,595 Less: Recovery during the year 9,25,301 - - 71,80,495 53,54,07,919 40,10,53,595 Less: Invisible during the year 6,406 - - Material available for Consumption 71,74,088 53,54,07,919 40,10,53,595 Less: Closing Work in Process 56,386 50,26,100 76,58,290 Production during the year 71,17,702 53,03,81,819 39,33,95,305 Add: Direct Expenses (Note-19.02) - 5,38,87,525 4,82,45,633 Add: Manufacturing Overhead (Note-19.03) - 11,89,41,004 11,46,87,485 Cost of Production 71,17,702 70,32,10,348 55,63,28,423 Opening Finished Goods 12,42,557 13,47,53,025 21,26,62,184 Finished Goods available for Sale 83,60,259 83,79,63,373 76,89,90,607 Less: Closing Finished Goods 10,76,105 11,82,95,191 13,47,53,025 Total 72,84,154 71,96,68,182 63,42,37,582 19.01 Raw Material Consumed: Tk. 527,749,629 This is made up as follows: Quantity(Lbs) Amount in Taka Amount in Taka Opening Stock of Raw Cotton 43,07,098 28,96,10,499 28,36,76,800 Add: Purchase of Raw Cotton 80,97,468 55,86,64,267 39,93,99,669 Raw Cotton Consumption for available 1,24,04,566 84,82,74,766 68,30,76,469 Less: Closing Stock of Raw Cotton (43,68,697) (32,05,25,137) (28,96,10,499) Total Raw Material Consumed 80,35,869 52,77,49,629 39,34,65,970

30 June, 2017 30 June, 2016

Amount in TK.


2016-2017

19.03 Manufacturing Overhead : Tk. 118,941,004 This is made up as follows: Factory Salary & Allowances 1,84,71,935 1,64,64,550 Factory Bonus 13,50,340 25,02,919 Overtime 4,53,580 3,31,445 Entertainment (Factory) 3,08,195 4,03,846 Fuel For Vehicle 7,14,563 11,32,080 Gas Bill 3,05,14,242 2,45,44,265 Insurance Premium 23,34,103 38,55,815 Worker Group Insurance 28,480 44,200 Land Revenue 1,72,061 1,68,941 Lease Rent 1,33,86,976 1,39,16,970 Loading Unloading 5,72,352 5,50,808 Carrying charge 19,650 - Office Expense (Factory) 79,062 88,892 Other Expenses 56,173 78,994 Power & Fuel 65,45,287 69,94,710 Printing & Stationery 1,33,860 1,53,923 Repair & Maintenance (building) 13,68,710 8,73,190 Repair & Maintenance (Factory building) 18,925 Repairs & Maintenance (Gas Generator) 19,86,736 37,92,871 Repairs & Maintenance (Machinery) 10,19,320 9,46,984 Sanitation 35,170 44,700 Store & Spare 98,87,473 81,70,239 Uniform 26,035 32,245 Vehicle Running & Maintenance 13,50,424 9,76,744 Fire Fighting & Safety Expenses 33,267 26,700 Medical Expenses 17,383 16,700 Traveling & Conveyance 2,18,538 2,22,852 Depreciation (Schedule-A) 2,78,57,089 2,83,32,977 11,89,41,004 11,46,87,485 20.00 Administrative Expenses: Tk. 29,495,662 This is made up as follows: Salary & wages 1,97,33,870 1,98,79,889 Festival Bonus 22,54,421 38,75,421 Printing & Stationery 1,06,816 2,02,957 Traveling & Conveyance 1,71,085 2,03,743 Documentation 1,75,786 1,77,756 Telephone & Fax 4,12,574 5,89,808 Board Meeting fees & Expense 2,90,000 3,26,000 Vehicle maintenance 8,09,215 15,35,139 Office Expense 5,72,991 6,40,484 Entertainment Expense 3,26,887 4,37,830 Fees & professionals - 1,72,500 Share Expense 1,50,391 37,590 Internal Audit Committee Fees 69,000 45,000 AGM Expense 8,31,032 6,66,762 Company Contribution to PF - 1,89,908 Medical Expense - 26,000 Subscription to BTMA 54,872 79,872 Postage & Telegram 410 1,878 Credit Rating Expense 74,502 63,250 CDBL Expense 1,06,000 2,22,000 Courier Expense 96,971 1,01,450 Stock Exchange Fee 6,04,886 6,32,106 License & Renewal 1,35,353 1,12,510 Fuel for Vehicles 4,99,439 6,88,678 Gas For Vehicle 4,42,319 5,21,867 Audit Fees 1,72,500 1,55,250 Sanitation 19,095 51,601 Miscellaneous Expense 1,60,518 1,29,627 Utility Expense 2,17,635 1,85,725 ICT Expenses 2,86,995 4,50,688 Legal Expenses 1,14,950 1,65,600 Deprecation (Schedule-A) 6,05,149 7,33,360 Total 2,94,95,662 3,33,02,249

30 June, 2017 30 June, 2016

Amount in TK.


2016-2017

21.00 Selling & Distribution Expenses: Tk.8,707,311 This is made up as follows: Packing Materials 85,78,508 81,27,540 Advertisement 1,28,803 5,69,450 Total 87,07,311 86,96,990 22.00 Financial Expenses: Tk. 95,464,925 This is made up as follows: Interest on Bank & Other (Note: 22.01) 9,42,22,331 11,36,44,136 Bank Charges and Commission 12,42,594 27,20,908 Total 9,54,64,925 11,63,65,044 22.01 Details break up of Interest on Bank & Other Financial Interest is given below: This is made up as follows: Jamuna bank Hypo 53,58,865 57,78,445 Loan on Export 1,10,93,240 1,27,03,968 Interest on PAD 19,97,627 3,71,018 Southeast Bank Ltd. 87,13,989 1,38,81,919 Term loan 2,37,68,766 1,91,04,526 EDF 14,93,211 - Demand Loan - 58,24,309 Jamuna Bank Term Loan 89,04,564 67,37,842 MTB Term Loan 20,88,260 - Term loan - 50,70,015 LTR A/C 2,66,73,575 3,91,08,442 Interest on other Loan 41,30,234 50,63,652 Total 9,42,22,331 11,36,44,136 23.00 Non-Operating Income: Tk. 2,191,372 This is made up as follows: Interest received on Bank A/C 9,584 5,975 Currency Fluctuation Gain/Loss 10,12,508 - Profit/loss on sale of Assets 11,69,280 - Total 21,91,372 5,975 24.00 Non operating expense: Loss from currency fluctuation - 28,08,576 Total - 28,08,576

25.00 Restatement of Financial Statement The company previously did not recognized the differed tax on Revaluation surplus of Fixed Assets. For more compliance with

Accounting standard the company is going to recognize this in the current year. The opening balance of the last year’s financial statement has been restated. However this restatement has no impact on this profit or loss for the reporting year. It has only impact on the equity and differed tax liability. The statement is as follows:

Revaluation Surplus Opening balance(as present last Year ) 31,11,86,099 Less Prior adjustment on Revaluation surplus of Fixed Assets 1,12,92,549 Restated Opening Balance 29,98,93,550 Deferred Tax liability Opening balance(as present last Year ) 3,97,95,326 Add Prior adjustment on Revaluation surplus of Fixed Assets 1,12,92,549 Restated Opening Balance 5,10,87,875

30 June, 2017 30 June, 2016

Amount in TK.


2016-2017

27.00 Net Assets Value (NAV) Per Share: Total Assets 2,09,88,06,013 1,978,690,115 Total Liabilities 1,13,80,38,247 1,01,51,40,545 A. Net Assets 96,07,67,766 963,549,570

B. Total Number of Shares outstanding 6,04,88,505 6,04,88,505 Net Assets Value (NAV) per share (A/B) 15.88 15.93 28.00 Net Operating Cash Flow Per Share (NOCFPS): A. Net Operating Cash Flow (Numerator) (9,57,29,980) (5,01,36,069) B. No. of Shares Outstanding 6,04,88,505 6,04,88,505 Net Operating Cash Flow Per Shares (A/B) (1.58) (0.83)

Particulars Import Total purchaseLocal purchaseRaw Materials Machineries & spare parts Packing Materials

23,29,78,775 1,45,69,560

85,78,508

32,56,85,493 1,11,89,998

-

55,86,64,267 2,57,59,558

85,78,508

29.00 Disclosure as per requirement of Schedule XI, Part II Para 8 Value of Raw materials, spare parts, packing materials

Salary Range Worker Total EmployeeHead OfficeFactoryOfficer & Staff

Below 5999Above 5999

1 62 63

8 56 64

621 77

698

630 195 825

32.00 Employee Position as per Schedule XI, Para II

30.00 Value of Export

Particulars In foreign Currency $ In BDTQuantity (LBS)Export 35,57,406 52,97,978 41,05,83,705

Particulars Installed Capacity Utilization duringthe periods

31.00 Plant Capacity and Capacity Utilization as per requirement of Schedule XI, Part II Para 7

Annual Production of Yarn in KG 45,00,000.00 32,28,525

26.00 Basic Earning Per Share (EPS): The computation of EPS is given below:

(a) Earning attributable to the ordinary shareholders (Net Profit after WPPF) (3,87,26,058) 1,10,35,438

(b) Weighted average number of ordinary shares outstanding during the year 6,04,88,505 6,04,88,505

(c) Basic EPS (Before Considering Unrealized Gain/Loss on Marketable Securities) (0.64) 0.18

(d) Basic EPS (Comparative Restated) (0.64) 0.18

(e) Basic EPS (After Considering Unrealized Gain/Loss on Marketable Securities) (0.05) (0.21)

30 June, 2017 30 June, 2016

Amount in TK.


2016-2017

Name of Directors July 1, 2016 - June 30, 2017 July 1, 2015 - June 30, 2016Position

Al Haj Abdul Ali Chairman 90,000 Mohammad Ali Khokon Managing Director 12,00,000 12,00,000 Md Shawkat Ali Deputy Managing Director 7,20,000 7,20,000 Md Ferdous Kawser Masud Director 22,80,000 15,60,000 Mrs. Laila Ali Director 6,00,000 6,00,000 Total 48,00,000 41,70,000

33.00 Payment to Directors as per requirement of Schedule XI, Part II Para 4

35.00 Proposed Dividend The Board of Directors Proposed 2% cash Dividend on per share of Taka 10 each fully paid up for approval of the

shareholders at the Annual General Meeting (AGM) for the year ended 30 June 2017. The said Proposed dividend is not recognised as a liability at the Balance sheet date in accordance with the para 11 of

BAS-10 ''Event after the Balance sheet date''

BAS-1''Presentation of Financial statement'' also requires that the dividend proposed after the balance sheet date but before the Financial Statement are authorised for issue be disclose either on the face of the balance sheet as a Separate component of equity or in the notes to the Financial statements.

36.00 Approval of the Financial Statements These financial statements were authorised for issue in accordance with a resolution of the company's Board of Directors on

9th October , 2017.

Particulars Outstanding Balance as on 30 June, 2017 Nature of Relationship Maksons Spinning Mills ltd. 5(Five) Common Director (19,44,70,768)

34.00 Disclosure on Related party Transaction as per BAS-24 ''Related Party Disclosure”


2016-2017

METRO SPINNING LIMITEDCorporate & Head Office: Holding#17, Road#6, Sector#1, Uttara Model Town, Dhaka-1230

PROXY FORM

The Managing Director Register Folio/BO No._________________________Metro Spinning LimitedHolding#17, Road#6, Sector#1Uttara Model Town, Uttara, Dhaka-1230

I/We______________________________________________of________________________________________

being a Member of Metro Spinning Limited do hereby appoint Mr./Ms. _______________________________________

of____________________________________or (failing him / her) Mr./Ms. ________________________________

of _____________________________________________________________________________as my/our

proxy, to vote for me/us and on my/our behalf at the 22nd Annual General Meeting of the Company to be held on Thursday,

21 December, 2017 and any adjournment thereof or at any ballot to be taken in consequence thereof.

Signed this ____________________________day of ______________________________2017.

Signature of Shareholder ____________________________

Folio/BO No. ____________________________________

No. of Shares held ________________________________Signature of Proxy ______________________

PLEASE NOTE:1. This Form of Proxy, duly completed, must be deposited at least 72 hours before the meeting at the Company's Registered Office. Proxy

is invalid if not signed and stamped as explained above.

2. Signature of the Shareholder should agree with the Specimen Signature registered with the Company.

______________________ Signature Verified Authorized Signature

METRO SPINNING LIMITEDCorporate & Head Office: Holding#17, Road#6, Sector#1, Uttara Model Town, Dhaka-1230

SHAREHOLDERS ATTENDANCE SLIP

The Managing DirectorMetro Spinning LimitedHolding#17, Road#6, Sector#1Uttara Model Town, Uttara, Dhaka-1230

I hereby record my attendance at the 22nd ANNUAL GENERAL MEETING of the Company being held on Thursday, 21 December, 2017 at Maksons Group Conference Hall (Situated at Maksons Spinning Mills Ltd., Holding # 87, Ward # 5, Block # B, Shahid Minnat Ali Road # 4, Gouripur, Ashulia, Savar, Dhaka) 10.00 AM.

Name of Shareholder/Proxy __________________________________________________________________________

Folio/BO No. ___________________________________________ Dated ____________________________________

Authorized Signature _______________________________________________________________________________

PLEASE NOTE:1. Shareholders attending the meeting in Person or by Proxy are requested to complete the attendance slip and deposit the same at the entrance of the Meeting Hall. SHAREHOLDER/PROXY (Please Tick Above)

Revenue StampTK 8/=

No. of Shares held__________________

Leading in 100% cotton yarn spinning.

Committed for tomorrow's market with knit yarns.

Devoted to economic contribution in national progress.

Dedicated to strive for better tomorrow, leaving behind the past.

Also committed for best services to our valued shareholders as apublic limited company.

We are

Corporate OfficeHouse # 17, Road # 06, Sector # 01Uttara, Dhaka-1230, BangladeshTel : 8933 612, 8933 739, 8933740Fax : 88-02-8933 656

Registered OfficeDilkusha Centre, 28 Dilkusha C/A

Suite # 401 (4th Floor) Dhaka-1000, BangladeshTel : 7168 613-4, 9564 543, Fax : 88-02-9564 543

E-mail : [email protected] : www.maksonsgroup.com.bd


Our cotton yarn is auto connedand spliced with the best and most

modern machinery. In addition, thecotton yarn is electronically cleaned.Metro has a complete range of latesttesting laboratory equipment which

further ensures high quality of our yarn.

Our cotton yarn is auto connedand spliced with the best and most

modern machinery. In addition, thecotton yarn is electronically cleaned.Metro has a complete range of latesttesting laboratory equipment which

further ensures high quality of our yarn.

www.maksonsgroup.com.bd

Corporate OfficeHouse # 17, Road # 06, Sector # 01, Uttara, Dhaka-1230Tel : 8933 612, 8933 739, 8933740, Fax : 88-02-8933 656

Registered OfficeDilkusha Centre, 28 Dilkusha C/A, Suite # 401 (4th Floor) Dhaka-1000, Bangladesh

Tel : 7168 613, 7168 614, 9564 543, Fax : 88-02-9564 543E-mail : [email protected]


Garments, Fashions, Spinning, Textiles, …...Maksons Spinning Mills Ltd., Holding # 87, Ward # 5,...

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