Rahim Textile Mills Ltd.These decisions may be categorised as policy & strategic, operational and...

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Rahim Textile Mills Ltd.

Annual Report 2014

CONTENTS

Subject Page

Transmittal Letter 2

Notice of The Shareholders 3

Corporate Governance 4-6

Corporate Review 7

Corporate History 8

Corporate Operational Result for 5 years 8

Message from the Chairman 9

Directors’ Report 10-15

Corporate Governance Compliance Status Report 16-20

Auditors’ Report 21

Statement of Financial Position as at 30th June, 2014 22

Statement of Comprehensive Income for the year ended June 30, 2014 23

Statement of Cash Flows for the year ended June 30, 2014 24

Statement of Changes in Equity 25

Notes to the Financial Statements 26-37

Form of Proxy 39

Rahim Textile Mills LimitedRegistered Office: 134, New Eskaton Road, Dhaka-1000

Head Office & Share Office: Mehnaj Monsur Tower House #11A, Road #130, Gulshan-1, Dhaka-1212

Factory: Shafipur, Kaliakoir, GazipurTel: +880-2-8832771-82, 8816128, Fax: 880-2-8828953E-mail: [email protected], Website: www.rahimtextile.com

ANNUAL REPORT 2013-2014

Tel: 5861 0028, 01716 103 777

RAHIM TEXTILE MILLS LIMITED 2

RAHIM TEXTILE MILLS LIMITED

TRANSMITTAL LETTER

All ShareholdersBangladesh Securities and Exchange CommissionRegistrar of Joint Stock Companies & FirmsDhaka Stock Exchange Ltd.

Sub: Annual Report for the year ended 30th June, 2014.

Dear Sir (s),

We are pleased to enclose a copy of the Annual Report together with the Audited Financial Statements including Statement of Financial Position as at 30th June, 2014, Statement of Comprehensive Income, Statement of Cash Flows and Statement of Changes in Equity for the year ended 30th June, 2014 along with notes thereon for your information and records.

Yours sincerely

Syed Saiful HaqueCompany Secretary

Dated: November 06, 2014

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Annual Report 2014

RAHIM TEXTILE MILLS LIMITEDRegistered Office: 134, New Eskaton Road, Dhaka-1000

Corporate & Share Office: Mehnaj Monsur TowerHouse #11A, Road #130, Gulshan-1, Dhaka-1212

NOTICE OF THE 33rd ANNUAL GENERAL MEETING

Notice is hereby given that the 33rd ANNUAL GENERAL MEETING of the shareholders of the Company will be held on Thursday, 18th December, 2014 at 9.00 a.m. at Trust Milonayaton, 545, Puraton Biman Bandar Sarak (Adjacent to Shahid Bir Shresta Jahangir Gate), Dhaka Cantonment, Dhaka-1206 to transact the following business:

Agenda-1. To receive, consider and adopt the Audited Financial Statements for the year ended 30th June, 2014 together with the Report of the Directorsʼ and the Auditorsʼ thereon.

Agenda-2. To declare dividend for the year ended 30th June, 2014.

Agenda-3. To elect Directors in terms of the relevant provision of Articles of Association.

Agenda-4. To appoint Auditors for the year 2014-2015 and to fix their remuneration.

Agenda-5. To renew appointment of the Managing Director as per the Companies Act. 1994.

By order of the Board

Syed Saiful HaqueCompany Secretary Dated: November 06, 2014

Notes: (i) The Shareholders whose names would appear in the Share Register of the Company and/or Depository Register of

CDBL as on record date i.e. November 13, 2014 would be entitled to attend at the AGM and to receive the dividend.

(ii) The Proxy form must be affixed with requisite revenue stamp and be deposited at the Corporate & Share Office of the Company not less than 48 hours before the time fixed for the meeting.

(iii) Admittance to the meeting venue will be on production of attendance slip sent with the Annual Report

(iv) The Annual Report is available in the Companyʼs website at www.rahimtextile.com

(v) No benefit in cash or kind, other than in the form of cash dividend or stock dividend, shall be paid to the holders of equity securities in terms of the Notification No. SEC/SRMI/2000-953/1950 dated 24th October, 2000 for attending this AGM of the company.


Corporate Philosophy:

VisionWe view business as a means to the material and social well being of the investors, employees and society at large, leading to accretion of wealth through financial and moral gains as a part of the process of the human civilization. Mission:Our mission is to produce and provide world class textile and garments products and services and position the country in the higher value segment in the international market.Objectives:Our objectives are to conduct transparent business operation based on market mechanism within the legal & social frame work with aims to attain the mission reflected by our vision.Quality Policy:Rahim Texile Mills Ltd. is committed to be a provider of world class textile products and services by offering unrivalled quality and satisfying the customers. The Company is committed to avoid use of dyes and chemicals those are health hazard and harmful for the mankind and environment. Corporate Governance:Corporate Governance involves decisions making process for any corporate body as a going concern for the benefit of all concerned, present and future. These decisions may be categorised as policy & strategic, operational and executing, performance & evaluation and sharing of the accretional assets between present and future cohorts. The involvement of the entrepreneur in all these areas invokes decision making governance on a continuous basis, the degree of involvement being variable with the extent of delegation of authority top down and reporting for accountability bottom up of the management echelon. These aspects of governance are shared by the Board of Directors, Executive Management, operational participants and workers and others in fulfillment of the common goals that converage in increasing the benefits of the stakeholders. To this end entire corporate governance efforts are blended with ʻgood governance practicesʼ as ethically and morally acceptable standards under a given socio politico environmental phenomenon of our society in which we work live and exist. The organisms through which the corporate governance functions are carried out are:

BOARD OF DIRECTORS:(a) Constitution: The Board of Directors, the top Management echelon, consisting of the founder entrepreneurs/ successors and Independent Directors, provides the policy and strategic support and direction for the entire range of the corporate activities. The Board of Directors consist of Seven (7) members including two Independent Directors with varied education and experience which provides a balancing character in decision making process. The Board is re-constituted every year at each Annual General Meeting when one –third of the members retires and seek re-election. A director is liable to be removed if the conditions of the Articles of Association and the provisions of the Companies Act 1994 are not fulfilled.(b ) Role & Responsibilities:The main role of the Board of Directors, which is the highest level of authority, is to provide general superintendence, oversee the operations and control the affairs of the Company through appropriate delegation and accountability processes via the lines of command. However, the Board of Directors hold the ultimate responsibility & accountability with due diligence for conducting the activities of the Company as per provisions of law in the interest of the shareholders, the stakeholders, the state and the society. The Board of Directors, in fulfillment of its responsibility holds periodic meetings, at least once a quarter and provides appropriate decisions/directions to the Executive Management. Such meeting usually consider operational performance, financial results, review of budgets, capital expenditure proposals for BMRE or new projects/divisions/product lines, procurement of funds by issue of shares or borrowing, procurement of raw materials, plant & machinery, pricing of products/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 take special care in designing and articulating productivity and compensation plans of employees and workers and rewarding them appropriately on the basis of quality and quantity of performance as an incentive. Board also remains responsible for removal of operational hazards to life and health of workers, friendly environmental work condition and social relationship as demanded of good citizen in a country.(C) Relationship with Shareholders and Public:The shareholders as owners, are required to be provided with material information on the Companyʼs operation quarterly, half-yearly and annually, the latter at the AGM. They are also provided routine services by the Company Secretary. The Board is, however, responsible to the public for publication of any Price Sensitive Information as per BSEC Regulation. A qualified Company Secretary is in charge to discharge all these responsibilities.

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Annual Report 2014

(d) Relationship with Government:In its role on accountability to the government, the Board of Directors is to ensure payments of all dues to government in the form of import duty, custom duty, port charges, VAT, Corporate Taxes and other levies as and when they become due on the basis of actual operations and make sure to avoid corruption. This has enabled the Company to enhance its contribution to the National Exchequer on a progressive rate year after year. (e) Relationship with Financiers/ Bankers:The Board oversees the financial transactions and ensures to meet companyʼs commitments to the lenders without default. (f) Relationship with Suppliers:The Company has to import plant and machinery and the raw materials from abroad, it has to maintains cordial relationship for mutually beneficial interest with its international as well as local suppliers. This has enabled the company to avoid any legal disputes in international/local courts and enhanced the Companyʼs image as a good customer. (g) Corporate Social Responsibilities (CSR):The Board of Directors is also aware of the Corporate Social Responsibilities (CSR) especially in the areas of gender equality, race-religion- regional equality, non- employment of child labour, human rights, environmental pollution, social–marketing and social-activities. SEPARATE ROLE OF THE CHAIRMAN AND MANAGING DIRECTOR:The positions of Chairman and Managing Director are held separate persons. The Chairman is responsible for the functions of the Board while the Managing Director serves as the Chief Executive Officer (CEO) of the Company to implement the decision of the Board and to oversee the day to day functions as permitted by the Articles of Association.CHIEF FINANCIAL OFFICER, HEAD OF INTERNAL AUDIT AND COMPANY SECRETARY:The Company has appointed Mr. Amit Kumar Saha, as Chief Financial Officer, Md. Rakibul Islam, as Head of Internal Audit and Mr. Syed Saiful Haque, as Company Secretary of the Company as per requirement of Bangladesh Securities and Exchange Commission.

AUDIT COMMITTEE OF BOARD:The Board of Directors has constituted an Audit Committee of the Board consisting of three Directors. The Audit Committee is headed by the Independent Director, Dr. Sultan Hafeez Rahman, a renowed economist and former Director General, South Asia of Asian Development Bank (ADB). Other members are Mr. Azizur Rahim Chowdhury, Director and Dr. Shamim Matin Chowdhury, Director. The Audit Committee carries out its responsibilities as per the provisions of law and submits its report to the Board of Directors from time to time. The Audit Committee shall also co-ordinates with the Internal and External Auditors as and when required. The Audit Committee ensures that adequate internal checks & balances supported by adequate MIS are in place for detection of errors, frauds and other deficiencies. The other responsibilities include inter alia, not being limited to, the prevention of conflict of interest between the Company and its Directors, Officials, customers, suppliers, government and any other interest groups and detect or remove any scope of insider trading in the Companyʼs stock. The Audit Committee also ensures compliance of requirements of BSEC and other agencies. The Audit Committee of the Board held 4 (four) Meetings during the year 2013-2014.OTHER GOVERNANCE APPARATUS:The Company, in its efforts for Corporate Good Governance Practices, uses a series of top ranking professional service providers including Bankers, Insurers and Technical experts who continuously assist the Board of Directors and the Executive Management in properly discharging their duties to all the shareholders, stakeholders, the Government, and the Public as highlighted below:(a) Independent Director:In compliance of the BSEC Regulations on Good Governance, the Board of Directors as empowered by the Regulations, appointed Dr. Sultan Hafeez Rahman, one of the renowed economist and former Director General, South Asia of Asian Development Bank (ADB) and Senior Research Fellow of Bangladesh Institute of Development Studies (BIDS), Adviser/consultant to the Ministry of Jute, Industry and Commerce and Finance and Planning of Govt. of Bangladesh, Member of the Board of Directors of Agrani Bank and Md. Qamrul Huda, one of the Senior Bankers of the country, former Managing Director of Pubali Bank Limited, Eastern Bank Limited and former Chief Executive of BCCI and additional Managing Director of Uttara Bank Limited and General Manager of Janata Bank as the non-shareholder Independent Directors. It is expected that their expertise would help contribute to the further disclosure and protect the interest of all investors in general and smaller investors in particular.(b) Bankers:The degree of efficient business operation largely depends on the quality & efficiency of banking services received by the company. Efficient banking service brings down cost of operations. On the other hand, cost of financial services and interest on the lending by the banks are also required to be the minimum. With this end of view, the company has established long term business relationship with the banks namely AB Bank Limited and The City Bank Limited who provide most efficient service at minimum cost/interest that benefit the shareholders.The company has neither ever defaulted in any commitment with its Bankers nor did get entangled in legal dispute at any court.


(c) Insurer:Insurance services cover certain operational risks which are required by law/business practices to be covered by legitimate insurance service providers for protection of the interest of the company, the investors. To this end, the company has to select insurer with the most efficient, reputed and financially sound history so that claims, if any, are settled promptly and the premium rates are market competitive. The Company, based on these considerations, is maintaining insurance business relationship with the highly reputed and publicly listed insurance companies namely Pioneer Insurance Co. Ltd. and Bangladesh General Insurance Co. Ltd. The company has not yet faced any dispute over any claims and the company enjoys special premium rates which protects the interest of the investors.(d) Auditors:The role of the auditors in certification of the financial statement is the most significant aspect of Corporate Governance and protection of interest of investors. As evident from the Annual Reports, the company rigidly follows the code of International Accounting Standards (IAS) and Bangladesh Accounting Standards (BAS) with legally required disclosures of Accounts and Financial Statements. This has been possible due to the high level capability and integrity of M/s. Shiraz Khan Basak & Co, Chartered Accountants whose performance has played a very trustworthy role in the protection of interest of the investors.MANAGEMENT COMMITTEE:The Management Committee is led by the Managing Director (CEO) who has been appointed by the Board of Directors for a term of 5 years (renewable) with the approval of Shareholders in the Annual General Meeting. The Managing Director is supported by professional, well educated, trained and experienced team consisting of Mr. Ghaus Mohammad, Director-HR & Admin, Mr. Saiful Haq, Executive Director and Mr. Amit Kumar Saha, Chief Financial Officer.SEGMENT REPORT:The companyʼs operations are carried out on a single business and geographic segment within which the company operates and as such no segment reporting is felt necessary.RISK PERCEPTION:The Company Management perceives investment risk within the national and international economic perspectives in relation to legal and moral requirements involving inter alia, intellectual property right, scientific invention, WTO Regulation etc. and monetary and fiscal investment policies and has prepared its production & marketing strategies to meet the challenges from these risks.

WE STRIVE FOR

• We in Rahim, strive, above all, for top quality products at the least cost.

• We owe our shareholders and strive for protection of their capital as well as ensure highest return and growth of their assets.

• We strive for best compensation to all the employees who constitute the back-bone of the management and operational strength of the Company.

• We strive for the best co-operation of the creditors and debtors the banks & financial institutions who provide financial support when we need them, the suppliers of raw materials & suppliers who offer them at the best prices at the opportune moments, the providers of utilities- power, gas & water etc. and the customers who buy our products and services by redeeming their claim in time by making prompt payment and by distributing proper product on due dates to our customers.

• We strive for fulfillment of our responsibility to the Government through payment of entire range of due taxes, duties and claims by various public agencies like municipalities etc.

• We strive, as responsible citizen, for a social order devoid of malpractices, anti environmental behaviors, unethical and immoral activities and corruptive dealings.

• We strive for practicing good-governance in every sphere of activities covering inter alia not being limited to, disclosure & reporting to shareholders, holding AGM in time, distribution of dividends and other benefits to shareholders, reporting/dissemination of price sensitive information etc.

• We strive for equality in sexes, races, religions and regions in all sphere of operation without any discriminatory treatment.

• We strive for an environment free from pollution and poisoning.

• We strive for the achievement of Millennium development goals for the Human Civilization.

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Annual Report 2014

CORPORATE REVIEWI. MANAGEMENT APPARATUS:

(a) BOARD OF DIRECTORS: Mr. Didar A. Husain Chairman Mr. A. Matin Chowdhury Managing Director Dr. Shamim Matin Chowdhury Director Ms. Saima Matin Chowdhury Director Mr. Azizur Rahim Chowdhury Director Dr. Sultan Hafeez Rahman Independent Director Md. Qamrul Huda Independent Director

(b) AUDIT COMMITTEE: Dr. Sultan Hafeez Rahman Chairman Dr. Shamim Matin Chowdhury Member Mr. Azizur Rahim Chowdhury Member (c) MANAGEMENT COMMITTEE: Mr. A. Matin Chowdhury Chairman Mr. Ghaus Mohammad Member Mr. Saiful Haq Member Mr. Amit Kumar Saha Member

(d) SENIOR CORPORATE OFFICIALS: Mr. Ghaus Mohammad Director, HR & Admin Mr. Saiful Haq Executive Director Mr. Amit Kumar Saha Chief Financial Officer Mr. Syed Saiful Haque Company Secretary Mr. A.S.M. Saifullah General Manager Md. Rakibul Islam Head of Internal Audit

(e) AUDITORS: Shiraz Khan Basak & Co. Chartered Accountants (f ) BANKERS: i. AB Bank Ltd. ii. The City Bank Ltd. (g) INSURERS: i. Pioneer Insurance Co. Ltd. ii. Bangladesh General Insurance Co. Ltd.

(h) LISTING: Dhaka Stock Exchange Ltd.

(i) REGISTERED OFFICE: 134, New Eskaton Road, Dhaka-1000.

(j) CORPORATE HEAD OFFICE: Mehnaj Monsur Tower , House # 11A, Road # 130,Gulshan-1, Dhaka-1212.

(k) FACTORY: Shafipur, Kaliakoir, Gazipur.


II. CORPORATE HISTORY:

• Year of Incorporation : 31 December, 1981• Year of Commencement of Production : 01 July, 1987• Year of Initial Public Offering (IPO) : 1988• Stock Exchange Listing date : 29 March, 1988• Awarded Oeko-Tex Certificate : 20.09.2011• Authorized Capital : Tk.500 Million• Paid Up Capital : Tk.27.527 Million• Product Lines : Dyeing, Printing of Woven & Knit Fabrics• Number of Shareholders (30th June 2014) : 2429• Number of Employees (30th June 2014) : 363

III. FIVE YEARS OPERATIONAL RESULTS: (Figures in thousand Tk.)

Particulars 2013-14 2012-13 2011-12 2010-11 2009-10Turnover 575,293 572,483 470,214 409,222 378,791Gross Profit 70,211 83,094 68,151 69,112 63,662Operating Profit 14,675 19,276 2,859 8,171 2,536Net Profit before Tax 27,069 15,623 5,225 9,013 2,462Net Profit after Tax 23,180 12,795 4,418 7,652 2,093Total Assets 710,654 571,726 644,672 686,274 694,149Fixed Assets 485,851 432,308 467,306 515,872 520,181Total Bank Loan 380,228 272,338 339,883 399,151 388,635Total Current Assets 224,802 139,418 177,366 170,401 173,968Total Current Liabilities 416,828 325,056 333,527 230,220 230,356Current Ratio 0.54:1 0.43:1 0.53:1 0.74:1 0.76:1Authorised Capital 500,000 500,000 500,000 500,000 500,000Paid up Capital 27,527 22,022 20,020 18,200 18,200Number of shares outstanding 2,752,750 2,202,200 2,002,000 182,000 182,000Shareholderʼs Equity 179,204 156,024 147,899 147,507 142,800Face Value per Share 10 10 10 100 100Cash Dividend Per Share (%) - - - 5.00 15.00Stock Dividend (%) 26 25 10 10 -Return on Paid up Capital 26% 25% 10% 15% 15%Net Assets Value per Share (NAV) 65.10 70.85 73.88 810.48 784.62Net Operating Cash Flow per Share 20.13 24.58 72.36 349.60 300.05Earning per share (Tk.) 8.42 *4.65 0.51 42.05 11.50Number of Shareholders 2429 2,423 1,257 1,162 1,723Number of Employees 363 351 328 394 418Production (In Lac yards) 195.92 199.78 162.00 151.26 129.54• Earning per share for the year 2012-13 has been restated.

Production (In lac yards )

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Annual Report 2014

MESSAGE

FROM THE CHAIRMAN

Dear Shareholders, I consider it a great honour to welcome you on behalf of the Board of Directors to the 33rd Annual General Meeting of Shareholders of Rahim Textile Mills Ltd. and to present before you the Annual Report along with the Audited Financial Statements and the Auditorsʼ and Directorsʼ Report thereon of the Company for the year ending 30th June, 2014.

During the financial year 2013-2014 we have experienced substantial change in business environments, developments and opportunities. The increasing rates of GDP growth had been an encouraging factor though socio-politico factors had adverse effects during the year. Despite this, The Company succeeded in making the net profit during the year due to increase in Non Operating income of Tk.13.75 million (Tk.13.48 million gain from disposal of fixed assets & Tk.0.27 million from interest & other income) and decrease of financial expenses by 1.92% compared to previous year.

The Board of Directors earlier in a meeting held on 08th November 2010 had approved a BMRE plan for Tk.35.00 crore which has since been kept in abeyance due to overall socio-economic situation. However, after a careful review of the situation partial BMRE has been completed utilizing a Bank Loan of Tk.15.00 crore arranged from AB Bank Limited. It may be noted that partial BMRE has been completed on May 2014. As a result our production capacity has increased from 218.40 lac yards to 231.40 lac yards during the fiscal year of 2013-2014. We assume that in the next year production capacity will be 296.40 lac yards. Though the BMRE has been done during the last quarter of the financial year as such production capacity utilized during the year was 84.67%.

As you are aware that the global recession which began in 2008-09 has gradually weakened over the years, the negative impacts however still remains. In fact, the world economic trend was never in our favor during this period. In spite of this our GDP growth has been 6.03 percent. The vital export market for Ready Made Garments (RMG) products from Bangladesh is under watchful scrutiny of USA and EU. We are striving to ensure that our compliance standards improve and we remain competitive and continue to grow and gain further access to the markets abroad.

We take the opportunity to thank our Bankers, Bangladesh Securities and Exchange Commission, Dhaka Stock Exchange Ltd., CDBL, Shareholders, Customers, Employees and other stake holders for their whole hearted support to our Company.

We are looking forward to better days ahead.

Didar A. HusainChairman


DIRECTORSʼ REPORT TO THE SHAREHOLDERSFOR THE YEAR 2013-2014

Dear Shareholders, In terms of provisions of Section 184 of the Companies Act 1994, Rule 12 of the Securities and Exchange Rules 1987, BSEC Notification dated 07 August 2012 and IAS (International Accounting Standards) codes as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB), it is the pleasure of the Board of Directors to submit its Report to the Shareholders for the year ended on 30th June, 2014 in the following paragraphs.TEXTILE SECTOR:Industry outlook and possible future developments in the industry: Although we are not getting uninterrupted power supply, the production of the mill was satisfactory. We have installed the newly imported machinery, which came into production by the month of May and June, 2014. If the market situation improves during the year our production will increase in the current year.The turnover growth of our company during the past few years are given below: Year Companyʼs Growth Rate 2013-2014 0.49% 2012-2013 21.75% 2011-2012 14.90% 2010-2011 8.03% 2009-2010 14.87%COMPANYʼS OPERATIONS:Segment-wise or product wise performance: The year under consideration was challenging for the company. Smooth business operation was adversely affected, because of prevailing conditions and gas supply shortage. In spite of these constraints, we are pleased to inform you that we have performed well in net profits and are regular in debt servicing.As per our plan for partial BMRE of Tk.15.00 crore we have utilized only Tk.9.69 crore up to 30th June, 2014. Remaining amount will be used for import of capital machinery in due course of time considering market situation.A comparative statement of productions position are given below: Particulars 2013-2014 2012-2013 % Increase/(decrease)01 Production Capacity: a) Dyeing & Printing of Woven & Knit (Lac yards) 231.40 218.40 5.95%02 Actual Production: a) Dyeing & Printing of Woven & Knit (Lac yards) 195.92 199.78 (1.93%)03 Capacity Utilization: a) Dyeing & Printing of Woven & Knit (Lac yds) 84.67 91.47 (7.43%)Risk and concerns:All segments of the textile industry have been facing similar challenges, which are adversely affecting production and growth. Price hike in energy is likely. Manufacturers of raw materials for dyeing, printing and finishing have increased their price. We have to be prepared to meet the new challenges in order to survive and move forward. Analysis of Cost of Goods sold, Gross Profit Margin and Net Profit Margin:(a) Cost of Goods Sold:This yearʼs cost of goods sold was Tk.505.08 million (87.80% of turnover) as compared to last yearʼs cost of goods sold of Tk.489.39 million (85.49% of turnover). This is due to the fact that there has been increase of average production cost Tk.1.28 per yds (in 2013-2014 Tk.25.78 per yds and in 2012-2013 Tk.24.50 per yds). The decrease in production quantity is 3.86 Lac yards over the last year. Production capacity utilized during the year was 84.67%. (b) Gross Profit:The turnover of the company during the year was Tk.575.293 million as against last yearʼs turnover of Tk.572.483 million. The increase in turnover is 0.49% over the last year. Gross Profit earned during the year was Tk.70.210 million (12.20% of turnover) as against last yearʼs gross profit of Tk.83.094 million (14.51% of turnover). The decrease in Gross Profit ratio is due to increase in prices of imported and locally procured raw materials, cost of power and other overheads. (c) Net Profit:Net profit (after tax) earned during the year was Tk.23.180 million as compared to last yearʼs Net profit (after tax) of Tk.12.795 million. During the year net profit after tax has increased due to gain from sale of old machinery and decrease of financial expenses by 1.92% compared to previous year. Extra-Ordinary gain or loss:During the year the company earned a profit on sale of old machinery Tk.13,460,078 and on sale of a old motor vehicle Tk.11,314 totaling Tk. 13,471,392. The company also earned an interest income on FDR Tk.209,666 which has been shown in note no.23.00 in the Notes of Account.

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Annual Report 2014

Related party transactions:Related party transactions are depicted in Note no. 28.00 in the Notes of Account.Utilization of proceeds from public issues and/or right issues:There were no public issues and/or right issues offered during the year.Financial results after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Offer, Direct Listing, etc.:Initial Public Offering was made on 1988. There were no Repeat Public Offering, Rights Offer, Direct Listing, etc. in the history of the company.Variance between Quarterly Financial performance and Annual Financial Statements:The Earning per share (EPS) for the 2nd quarter was high compared to 1st quarter due to addition of non-operating income of Tk.14,687,169. The Annual EPS was found almost equal with the EPS of 3rd quarter after adjustment of revaluation surplus. According to BAS-16, Para 41 revaluation surplus portion of machinery should directly be charged in the Statement of Changes in Equity instead of Comprehensive Income Statement. In our audited financial statements as on 30th June, 2014 we have given the entry of machinery revaluation surplus for Tk.1,227,091 to Statement of Changes in Equity. Remuneration to directors including independent directors:The remuneration of Directors including Independent Directors are depicted in Note no.1.33 – A in the Notes of Account.Statement of Directors on Financial Reports:The above reports are depicted in Annexure-ISignificant deviations from the last yearʼs operating results:Though the turnover increased by 0.49% comparative to the last year, Cost of goods sold (COGS) increased by 2.31% due to increase of raw materials cost and decrease of sales quantity. However the financial expenses decreased by 1.92%. Operating profit has been decreased by 0.82% compared to last year (2012-2013 was 3.37% and 2013-2014 is 2.55%).FINANCIAL RESULTS:The comparative statements of financial results of the Company for the year 2013-2014 as compared to previous year are summarized as follows: (Tk. in Thousand)Particulars 2013-14 2012-13 % Increase/(Decrease)Turnover 575,293 572,483 0.49%Cost of goods sold 505,082 489,389 2.31%Gross profit 70,211 83,094 (2.31%)Operating expenses 22,608 20,065 0.43%Financial expenses 32,928 43,753 (1.92%)Operating profit 14,675 19,276 (0.82%)Net profit (AT) 23,180 12,795 81.16%Gross profit margin 12.20% 14.51% (2.31%)Net profit margin 4.03% 2.23% 1.80%Earning per share (Tk.) 8.42 4.65 --Face value per share 10 10 --Key operating and financial data of last 5 (five) years have been presented in summarized form at page no. 08Dividend:Board of Directors has recommended for declaration of Stock Dividend @ 26% i.e. 13 (Thirteen) Bonus Share for every 50 (Fifty) ordinary shares held by the shareholders on the Record date. MARKETING:The adverse trend and demand constraints made our task very challenging. Constant pressure for price reduction called for being innovative and offering new variety in print techniques. Development on denim gave us the much desired stability. We are now fully concentrating towards dyeing shell fabric. The process is continuous. We need to address finishing quality issues as buyers now require good quality finished shell fabric. Knit printing has now become more competitive. In the near future digital print technique shall form a sizeable percentage in all over prints. In this year we are happy to state that RTML through sincere hard work has coped with the competitions. Our sincerity, continuous hard work and innovativeness help us to achieve our objectives.CAPITAL EXPENDITURES:The Company has upgraded the capacity of the mill during the year 2013-14 by investing a sum of Tk.119.79 million in the following head of capital expenditure: (Tk. in million)Particulars 2013-2014 2012-2013 2011-2012Land/civil construction 0.18 2.70 1.12Plant & Machinery 110.89 9.41 4.46Other Fixed Assets 8.72 0.85 0.32Total 119.79 12.96 5.90


LONG TERM LOAN REPAYMENT:Last year AB Bank Limited, Principal Branch sanctioned a Term Loan for Tk.15.00 crore for import of capital machinery. The L/Cʼs for capital machinery opened 180/270 UPAS basis, which were matured during this year. The company has taken loan Tk.9.69 crore against sanction of Tk.15.00 crore. During the year the Company repaid Tk. 59,939,064 as principal and Tk.19,537,509 as interest and Tk.6,209,320 as Directors loan. Now the amount of Term Loan and Directors Loan stood at Tk.185,076,938 and Tk.24,953,649 respectively.APPROPRIATION OF PROFIT:The Board of Directors recommended for appropriation of profit as follows:Retained Earnings brought forward from previous year : Tk. 27,309,191.00Less: Dividend distribution for the year 2012-2013 : (Tk. 5,505,500.00)Balance surplus brought forward : Tk. 21,803,691.00Add: Net Profit (after tax) during the year 2013-2014 : Tk. 23,180,100.00Add: Adjustment of revaluation surplus of fixed assets : Tk. 4,062,209.00Total net free surplus available for appropriation : Tk. 49,046,000.00Appropriation Proposed: (i) Stock Dividend (Bonus Shares) in the ratio of 50:13 (26%) i.e. 13(Thirteen) Bonus Share for every 50(Fifty) ordinary shares held on Record Date :(Tk.7,157,150.00)Retained Earnings after payment of Dividend Tk.41,888,850.00DECLARATION OF DIVIDEND:In the line of proposed appropriation of profit, the Board of Directors proposed and recommended for declaration of Stock Dividend (Bonus Share) @ 26% for the year 2013-2014. This will need issuance of 715,715 Ordinary Shares of Tk.10.00 each by capitalization of Tk. 7,157,150.00 out of Retained Earnings (free reserves). The stock dividend will be available to the Shareholders whose names appear in the Share Registers of the Company or in the Depository on the record date.ELECTION OF DIRECTORS:Rotation of Directors:Pursuant to Article clause 120 of the Articles of Association of the Company Mr. A. Matin Chowdhury, Director and Mr. Azizur Rahim Chowdhury, Director shall retire by rotation and being eligible as per Article 121 of the Articles of Association of the Company, they offered themselves for re-election. Brief resume and other information of the above mentioned directors as per clause 1.5 (xxii) of BSEC notification date 7th August, 2012 are depicted in Annexure –III.APPOINTMENT OF AUDITORS:M/s Shiraz Khan Basak & Co., Chartered Accountants, existing auditor of the Company declined in writing to act as external auditor of the company for the year 2014-2015. M/s. Malek Siddiqui Wali., Chartered Accountants, have offered themselves for appointment as external auditor for the year 2014-2015. The Board recommended M/s. Malek Siddiqui Wali., Chartered Accountants, 9-G, Motijheel C/A, Dhaka-1000 for appointment as auditors of the Company of the year 2014-2015 with fixation of their remuneration.APPOINTMENT OF MANAGING DIRECTOR:In terms of the provisions of Section 110 of the Companies Act.1994 the current tenure of the Managing Director (Mr. A. Matin Chowdhury) will expire on 5th January, 2015. The Board of Directors have recommended for renewal of his appointment for a further period of 5 (Five) years with effect from 05th January, 2015 on the existing terms and conditions for consideration by the shareholders.CORPORATE GOVERNANCE:Corporate Governance is the practice of good citizenship, through which the Company is governed by the Board, keeping in view its accountability to the shareholders and to the society. A statement in pursuance to clause 1.5, report of compliance, audit committee report as per clause 3.5, certificate from professional accountant as per clause 7(i) and a status of compliance as per clause 7(ii) of the BSEC Notification No.SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012 are depicted/disclosed in the ANNEXURE -I, II, III, IV, V and VI respectively.ACKNOWLWDGEMENT:The Directors are pleased to express their gratitude for the co-operation and support provided by the Shareholders, Customers, Bankers, Insurance Companies, Suppliers, BSEC, DSE, CDBL and dedication by Workers and Employees of the company without whose active support the result would not have been possible.Looking forward to a bright future for all of us.On behalf of the Board of Directors,

Didar A. HusainChairman

• In the event of conflict between English text and Bangla text of this report, English text shall be prevailed.

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Annual Report 2014

2013-2014 eQ‡ii Rb¨ †kqvi‡nvìvie„‡›ì cÖwZcwiPvjbv cl©‡ì cÖwZ‡e`b

m¤§vwbZ †kqvi‡nvìvie„›`tcwiPvjbv cl©` Avb‡›ì mv‡_ †Kv¤úvbx AvBb 1994 Gi 184 bs cwi‡”Q`, wmwKDwiwUR GÛ G·‡PÄ iæjm& 1987 Gi 12 bs wewa Ges Zdwmj Abyhvqx kZ©vbymv‡i, weGmBwm †bvwUwd‡Kkb ZvwiL 07 AvMó 2012 Ges w` BbwówUDU Ae PvUvW© GKvD›U¨v›Um Ae evsjv‡`k (AvBwmGwe) KZ…©K M„nxZ AvB.G.Gm (Avš©ÍRvwZK wnmve gvb`Û) Abymv‡i 30 †k Ryb, 2014 Zvwi‡L mgvß Avw_©K eQ‡ii cÖwZ‡e`b m¤§vwbZ †kqvi‡nvìvie„‡›ì Kv‡Q wb‡gœv³ cwi‡”Q`¸‡jv‡Z †ck Ki‡Qb:-†U·UvBj †m±itwkí m¤úwK©Z avibv Ges GB wk‡íi fwel¨r Dbœq‡bi m¤¢vebvthwÌ Avgiv avivevwnKfv‡e we`yr mieivn cvw”Q bv Z_vwc wg‡ji Drcv`b wQj m‡šÍvlRbK| Avgiv bZzb Avg`vbxK…Z hš¿cvwZ ¯’vcb K‡iwQ hvnv †g Ges Ryb 2014 †Z Drcv`‡b wM‡q‡Q| PjwZ eQ‡i evRvi cwiw¯’wZi DbœwZ NU‡j Avgv‡ì Drcv`b e„w× cv‡e|†Kv¤úvbxi weMZ 05 (cvuP) eQ‡ii weµq e„w× RwbZ Z_¨ wb¤œiæct eQi †Kv¤úvbxi weµq e„w×i nvi 2013-2014 0.49% 2012-2013 21.75% 2011-2012 14.90% 2010-2011 8.03% 2009-2010 14.87%

†Kv¤úvbx cwiPvjbv/Kvh©µgtLvZIqvix A_ev cb¨ wfwË djvdj twe‡eP¨ eQi †Kv¤úvbxi Rb¨ GKwU P¨v‡jwÄs eQi wQj| M¨vm mieiv‡n NvUwZ Ges wewfbœ k‡Z©i Kvi‡b my¯’fv‡e eëmv cwiPvjbv ÿwZMÖ¯’ n‡q‡Q| D‡jøwLZ Ae¯’vi †cÖwÿ‡ZI Avgiv Avb‡›ì mv‡_ Rvbvw”Q †h, Avgiv fvj †bU gybvdv AR©b Ki‡Z mÿg n‡qwQ Ges wbqwgZ Fb cwi‡kva K‡iwQ|Avgv‡ì cwiKíbv Abyhvqx 15.00 †KvwU UvKvi AvswkK weGgAviB Gi g‡a¨ 9.69 †KvwU UvKv 30B Ryb 2014 Gi g‡a¨ m¤úbœ n‡q‡Q| evRvi cwiw¯’wZ we‡ePbvq wb‡q Aewkô UvKv h_v mg‡q g~jabx hš¿cvwZ Avg`vbx‡Z eënvi Kiv n‡e| Drcv`‡bi Zzjbvg~jK wPÎ bx‡P ‡Ìqv n‡jv t weeib 2013-2014 2012-2013 % e„w×/(n«vm)1 Drcv`b ¶gZv: K) WvBs GÛ wcÖw›Us 231.40 218.40 5.95% I‡fb I bxU Gi (j¶ MR) 2 cÖK„Z Drcv`b: K) WvBs GÛ wcÖw›Us 195.92 199.78 (1.93%) I‡fb I bxU Gi (j¶ MR)3 Drcv`b ¶gZvi eënvi: K) WvBs GÛ wcÖw›Us 84.67 91.47 (7.43%) I‡fb I bxU Gi (jÿ MR)

SuzwK I DwØMœZv mg~nt‡U·UvBj †m±‡i mKj wkí‡K GKB iKg mgm¨v ‡gvKv‡ejv Ki‡Z n‡”Q, hv Drcv`b Ges eëmv m¤úªmviY‡K evavMÖ¯’ Ki‡Q hvi g‡a¨ R¡vjvwb Gi e¨q e„w× Ab¨Zg| WvBs, wcÖw›Us Ges wdwbwms Gi KvuPvgvj Gi Drcv`bKvixiv Zv‡ì g~jë„w× K‡i‡Q| Avgv‡ì‡K bZzb bZzb P¨v‡jÄ †gvKv‡ejvi Rb¨ Ges mvg‡bi w`‡K GwM‡q hvIqvi Rb¨ cÖ¯‘Z _vK‡Z n‡e| wewµZ c‡bï e¨q we‡kølY, †gvU cÖvwšÍK gybvdv Ges bxU cÖvwšÍK gybvdvt(K) wewµZ c‡bï e¨q tPjwZ eQ‡i wewµZ c‡bï e¨q wQj 505.08 wgwjqb UvKv (Uvb©Ifv‡ii 87.80%) hv weMZ eQ‡i wQj 489.39 wgwjqb UvKv (Uvb©Ifv‡ii 85.49%)| GUv mZ¨ †h c‡bï Mo Drcv`b e¨q cÖwZ M‡R †e‡o‡Q 1.28 UvKv (2013-2014 eQ‡i cÖwZ M‡R 25.78 UvKv hv h_vµ‡g 2012-2013 eQ‡i 24.50 UvKv wQj)| weMZ eQ‡ii Zzjbvq c‡bï Drcv`b 3.86 jÿ MR n«vm †c‡q‡Q| PjwZ eQ‡i Drcv`b ÿgZvi eënvi n‡q‡Q 84.67%| (L) ‡gvU gybvdv tPjwZ eQ‡i ‡Kv¤úvbxi Uvb©Ifvi wQj 575.293 wgwjqb UvKv hv weMZ eQ‡i wQj 572.483 wgwjqb UvKv| weMZ eQ‡ii Zzjbvq Uvb©Ifvi e„w×i nvi 0.49%| PjwZ eQ‡i †gvU gybvdv AwR©Z n‡q‡Q 70.210 wgwjqb UvKv (Uvb©Ifv‡ii 12.20%) hv weMZ eQ‡i wQj 83.094 wgwjqb UvKv (Uvb©Ifv‡ii 14.51%)| ‡gvU gybvdvi †iwmI n«vm cvIqvi Kvib nj Avg`vbxK…Z Ges ¯’vbxqfv‡e msM„nxZ KvPvugv‡ji g~j¨ e„w× cvIqv, we`yr Gi e¨q e„w× I Ab¨vb¨ Ifvi‡nW e„w× cvIqv|


(M) bxU gybvdv tPjwZ eQ‡i (Ki cieZ©x) bxU gybvdv AwR©Z n‡q‡Q 23.180 wgwjqb UvKv hv weMZ eQ‡i wQj 12.795 wgwjqb UvKv| PjwZ eQ‡i Ki cieZx© bxU gybvdv e„w× cvIqvi Kvib n‡”Q cyivZb ‡gwkb weµq n‡Z gybvdv AR©b Ges c~e©eZ©x eQ‡ii Zzjbvq Avw_©K LiP 1.92% n«vm cvIqv|A¯^vfvweK jvf ev ÿwZ tPjwZ eQ‡i †Kv¤úvbx cyivZb †gwkbvix weµq K‡i gybvdv AR©b K‡i‡Q 13,460,078 UvKv Ges cyivZb †gvUiMvox weµq K‡i 11,314 UvKv mn me©‡gvU 13,471,392 UvKv| GQvovI †Kv¤úvbx ¯’vqx AvgvbZ n‡Z my` eve` Avq K‡i‡Q 209,666 UvKv hv wnmv‡ei †bvU bs 23.00 G cª`wk©Z n‡q‡Q|AvšÍtm¤ú©wKZ †Kv¤úvbxi †jb‡`b mg~n twnmv‡ei †bvU bs 28.00 †Z AvšÍtm¤úwK©Z †jb‡`bmg~n eb©bv Kiv n‡q‡Q|cvewjK Bmy¨ A_ev ivBU Bmy¨ n‡Z cÖvß Znwe‡ji eënvi tG eQi †Kvb cvewjK Bmy¨ A_ev ivBU Bmy¨ Kiv nq bvB|Bbwmqvj cvewjK Advwis (AvBwcI), wiwcU cvewjK Advwis (AviwcI), ivBU Advi, WvB‡i± wjw÷s BZ¨vw` †_‡K A_© ev Znwej cÖvwßi ci †Kv¤úvbxi Avw_©K Ae¯’v tBbwmqvj cvewjK Advwis (AvBwcI) m¤úbœ n‡q‡Q 1988 mv‡j| cieZ©x‡Z †Kvb wiwcU cvewjK Advwis (AviwcI), ivBU Advi, WvB‡i± wjw÷s BZ¨vw` Kiv nq bvB|evwl©K Avw_©K weeibx I ˆÎgvwmK Avw_©K Ae¯’vi weeibxi g‡a¨ cv_©K¨ twØZxq †KvqvUv‡i BwcGm cÖ_g †KvqvUvi A‡cÿv Zzjbv g~jKfv‡e †ewk wQj bb Acv‡iwUs Avq 14,687,179 UvKv AwR©Z nIqvi Rb¨| evrmwiK BwcGm Z…Zxq †KvqvUv‡ii BwcGm Gi cÖvq mgvb wQj m¤úwËi wif¨vjy‡qkb DØ„Ë mgš^‡qi ci| weGGm-16, c¨viv 41 Abyhvqx ‡gwkbvixi wif¨vjy‡qkb DØ„‡Ëi Ask mivmwi wnmvefz³ Kiv DwPZ Kw¤úª‡nbwmf BbKvg †óUg›U Gi cwie‡Z© †óU‡g›U Ae †P‡Äm Bb BKzBwU‡Z| 30 Ryb 2014 Gi Avw_©K cÖwZ‡e`‡b †gwkbvixR wif¨vjy‡qkb DØ„Ë eve` 1,227,091 UvKv †óU‡g›U Ae †P‡Äm Bb BKzBwU‡Z Gw›U †Ìqv n‡q‡Q|¯^Zš¿ cwiPvjKmn cwiPvjK‡ì cvwikÖwgK twnmv‡ei †bvU bs 1.33-G ‡Z ¯^Zš¿ cwiPvjKmn cwiPvjK‡ì cvwikÖwgK eb©bv Kiv n‡q‡Q|Avw_©K cÖwZ‡e`‡bi Dci cwiPvjKM‡Yi wee„wZ tDc‡iv³ wi‡cvU©mg~n G‡b·vi-1 G eb©bv Kiv n‡q‡Q|MZ eQ‡ii cwiPvjbvMZ djvd‡ji mwnZ PjwZ eQ‡ii eëavb thwÌ weMZ eQ‡ii Zzjbvq Uvb©Ifvi 0.49% e„w× †c‡q‡Q, wewµZ c‡bï e¨q e„w× †c‡q‡Q 2.31%, weµ‡qi cwigvb K‡g hvIqv Ges KvPuvgv‡ji g~j¨ e„w×i Rb¨| hv †nvK Avw_K LiP 1.92% n«vm †c‡q‡Q| Acv‡iwUs gybvdv n«vm ‡c‡q‡Q 0.82% weMZ eQ‡ii Zzjbvq (2012-2013 eQ‡i wQj 3.37% Ges 2013-2014 eQ‡i 2.55%)|

Avw_©K ch©v‡jvPbv:ZzjbvgyjK Avw_©K cÖwZ‡e`b bx‡P Dc¯’vcb Kiv n‡jv: (nvRvi UvKvq)weeiY 2013-2014 2012-2013 %e„w× (n«vm)weµq 575,293 572,483 0.49%wewµZ c‡Yï e¨q 505,082 489,389 2.31%†gvU jvf 70,211 83,094 (2.31%)cwiPvjb e¨q 22,608 20,065 0.43%Avw_©K e¨q 32,928 43,753 (1.92%)cwiPvjbv gybvdv 14,675 19,276 (0.82%)bxU jvf Ki cieZ©x 23,180 12,795 81.16%‡gvU Av‡qi nvi 12.20% 14.51% (2.31%)bxU Av‡qi nvi 4.03% 2.23% 1.80%‡kqvi cÖwZ Avq (UvKv) 8.42 4.65 --‡kqv‡ii AwfwnZ g~j¨ 10 10 --

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Annual Report 2014

g~jabx e¨q:2013-14 mv‡j †Kv¤úvbx 119.79 wgwjqb UvKv g~jabx e¨q K‡i wg‡ji K¨vcvwmwU Avc‡MÖW K‡i‡Q hv wbgœiæc: (wgwjqb UvKvq) weeib 2013-2014 2012-2013 2011-2012f~wg I BgviZ 0.18 2.70 1.12hš¿cvwZ 110.89 9.41 4.46Ab¨vb¨ ¯’vqx m¤úwË 8.72 0.85 0.32‡gvU 119.79 12.96 5.90

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ANNEXURE –IThe Directors also report that:• Related Party Transactions are depicted in Note no.28.00 in the Notes of Account.• Remuneration of Directors including Independent Director have been shown in Note no.1.33 – A in the Notes of Account.• The Financial Statement of the Company present true and fair view of the Companyʼs state of affairs, result of its operations,

cash flows and changes in equity.• Proper books of accounts as required by the prevailing law have been maintained.• Appropriate accounting policies have been followed in formulating the financial statements and accounting estimates were

reasonable and prudent.• The financial statement was prepared in accordance with IAS/BAS/IFRS/BFRS.• The internal control system is sound in design and is effectively implemented and monitored.• There is no significant doubt about the companyʼs ability to continue as a going concern.• There is no significant deviation from the operating result over the last year which has been described in page no. 11• Key operating and financial data of last five years have been presented in summarized form in page no. 08• The number of Board Meeting and the attendance of directors during the year 2013-2014 were as follows:

Name of Directors Position Meeting Held Attended Didar A. Husain Chairman 09 04 A. Matin Chowdhury Managing Director 09 09 Dr. Shamim Matin Chowdhury Director 09 09 Saima Matin Chowdhury Director 09 04 Azizur Rahim Chowdhury Director 09 09 Dr. Sultan Hafeez Rahman Independent Director 09 07 Md. Qamrul Huda Independent Director 09 08

• The pattern of shareholding as required by clause 1.5 (xxi) of the BSEC Notification dated 07 August, 2012, stated in Annexure-II.

• Information of Directors who seek appointment/re-appointment as required by clause 1.5 (xxii) of the BSEC Notification dated 07 August, 2012, stated in Annexure-III.

• Status of compliance with the conditions imposed by the Securities and Exchange Commission is enclosed as Annexure –VI.

ANNEXURE-IIPattern of Shareholding as on 30th June, 2014:Name of the Shareholders Status Shares held %i. Parent/Subsidiary/Associated Companies and other related parties Nil Nil Nilii. Directors: Didar A. Husain Chairman 600,027 21.80 A. Matin Chowdhury Managing Director 535,953 19.47 Dr. Shamim Matin Chowdhury Director 404,593 14.70 Saima Matin Chowdhury Director 552,365 20.06 Azizur Rahim Chowdhury Director 99,597 3.62 Dr. Sultan Hafeez Rahman Independent Director Nil Nil Md. Qamrul Huda Independent Director Nil Niliii. Chief Executive Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and their Spouses and Minor Childrens: A. Matin Chowdhury Chief Executive Officer 535,953 19.47 Amit Kumar Saha Chief Financial Officer Nil Nil Syed Saiful Haque Company Secretary Nil Nil Md. Rakibul Islam Head of Internal Audit Nil Nil Shirin Didar Husain Wife of Mr. Didar A. Husain 4,011 0.15 Dr. Shamim Matin Chowdhury Wife of Mr. A. Matin Chowdhury 404,593 14.70iv. Executives Nil Nil Nilv. Shareholders holding 10% or more voting interest in the Company Didar A. Husain Chairman 600,027 21.80 A. Matin Chowdhury Managing Director 535,953 19.47 Dr. Shamim Matin Chowdhury Director 404,593 14.70 Saima Matin Chowdhury Director 552,365 20.06

17

Annual Report 2014

ANNEXURE-IIIBrief Resume of the Directors

Directors who seek re-appointment:Mr. A. Matin Chowdhury:Mr. A. Matin Chowdhury is a Sponsor Director of the Company since 1981. He is a renowed and dynamic personality in the Textile Sector of Bangladesh. After his active participation in the liberation War of Bangladesh in 1971, he voluntarily retired from the Bangladesh Army as a Major. He entered into the family business with his brother late Mr. A. Malek Chowdhury into Graphics Limited, a company that pioneered printing, office equipment and other technology equipment. In the last many years, he moved from indenting to the manufacturing and is currently the Managing Director of Rahim Textile Mills Ltd, New Asia Ltd, Malek Spinning Mills Ltd, Salek Textile Ltd, Knit Asia Ltd, Hejaz Publications Ltd and the Chairman of J.M. Fabrics Ltd. and New Asia Synthetics Ltd.He is the former Chairman of Bangladesh Textile Mills Association (BTMA) and Under Previleged Childrenʼs Programs (UCEP). He is also involved with many other non-profit organizations including Diabetic Association of Bangladesh (DAB) as a Member of the National Council, Founder Trustee of Independent University Bangladesh (IUB), Founder Member, Board of Governors of Bangladesh Enterprise Institute (BEI) and many other voluntary organizations. He has more than 42 (forty two) years experience in the textile sector. Mr. Azizur Rahim Chowdhury:Mr. Azizur Rahim Chowdhury is a Director of the Company since 2007, son of Mr. A. Matin Chowdhury. He obtained graduation from Purdue University in the U.S.A. with a major in Computer Science and Business Management. He is the Member of Audit Committee of RahimTextile Mils Limited and Malek Spinning Mills Limited. He has more than 7 (seven) years working experience in the textile sector. He is also the Director of Malek Spinning Mills Limited (listed company), Salek Textile Limited, Knit Asia Limited, Hejaz Publications Limited, Fatehbagh Tea Company Limited and also the Managing Director of J.M. Fabrics Limited and Director of Bangladesh Textile Mills Association (BTMA).

ANNEXURE-IV

AUDIT COMMITTEE REPORTFor the Year 2013-2014

Rahim Textile Mills Limited having an Audit Committee as a sub committee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfilling its oversight responsibilities.

The Audit Committee consists of the following persons: Dr. Sultan Hafeez Rahman, Independent Director Chairman Dr. Shamim Matin Chowdhury, Director Member Mr. Azizur Rahim Chowdhury, Director Member Mr. Syed Saiful Haque, Company Secretary Secretary

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 principles, internal control risk management process, auditing matter,

hiring 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 system of governance and independence of statutory auditors; and e. Review and consider the report of internal auditors and statutory auditorsʼ observations on internal control.

Activities carried out during the year:The Committee reviewed the integrity of the quarterly, half yearly and annual financial statements 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 didnʼt find any material deviation, discrepancies or any adverse finding/observation in the areas of reporting.

Dr. Sultan Hafeez RahmanChairmanAudit CommitteeDate: 22nd October, 2014.


ANNEXURE-V

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE GUIDELINES

To the Members of Rahim Textile Mills Limited,

We have verified the status of Compliance of Rahim Textile Mills Limited with the conditions imposed by the Commissionʼs Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012 issued under section 2CC of the Bangladesh Securities and Exchange Ordinance, 1969.

Such compliance to the codes of Corporate Governance is the responsibility of the company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of Corporate Governance. This is a scrutiny and verification only and not an expression of opinion or audit on the financial statements of the Company.

We certify that to the best of our information and explanations of the management, Rahim Textile Mills Limited has complied all the conditions-number 1.1 to 7(ii) as mentioned in the aforesaid circular.

Dated: 30th October, 2014 Md. Waliullah, FCA Dhaka Partner Malek Siddiqui Wali Chartered Accountants

DECLARATION BY THE CEO & CFO

The Board of DirectorsRahim Textile Mills Limited134, New Eskaton Road, Dhaka-1000.

Dear Sirs:In compliance with the condition no.6 imposed by the Bangladesh Securities and Exchange Commissionʼs Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012 issued under Section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby certify to the Board of Directors that;

(i) We have reviewed the financial statements of the company for the year 2013-2014 and that to the best of our knowledge and belief:

(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

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

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

(Amit Kumar Saha) (A. Matin Chowdhury) Chief Financial Officer Managing Director Dated: 8th October, 2014 Dhaka

19

Annual Report 2014

ANNEXURE-VI Corporate Governance Compliance Status Report

Status of compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission’s Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012.(Report under Condition No.7.00)Condition No. Title Complied Not Complied Remarks (if any)

√

√ √ √

√

√

√ √

√

√

√ √ √

√

√

√√

N/A

√

√ √ √ √ √ √ N/A

N/A

√

√√√ √ √ √ √ √√ N/A√ √√ √ √

√

1.1 Board Size : The number of the Board members shall not be less than 5 (Five) and more than 20 (Twenty)

1.2 Independent Directors: 1.2 (i) One fifth (1/5th) of the total number of directors 1.2 (ii) a) Does not hold any share or holds less than 1% shares of the total paid up shares1.2 (ii) b) Not connected with any sponsor/ director/shareholder who holds 1% or more shares of

the total paid up shares on the basis of family relationship.1.2 (ii) c) Does not have any other relationship, whether pecuniary or otherwise, with the

company or its subsidiary/associated companies1.2 (ii) d) Not a member, director or officer of any stock exchange1.2 (ii) e) Not a shareholder, director or officer of any member of stock exchange or an

intermediary of the capital market1.2 (ii) f) Not a partner or an executive or was not a partner or an executive during the

preceeding 3 (three) years of any statutory audit firm1.2 (ii) g) Not be an independent director in more than 3 (three) listed companies1.2 (ii) h) Not been convicted by a court of competent jurisdiction as a defaulter in payment of

any loan to a bank or a NBFI1.2 (ii) i) Not been convicted for a criminal offence involving moral turpitude1.2 (iii) Appointed by the Board of Directors and approved by the shareholders in the AGM1.2 (iv) Not remain vacant for more than 90 (ninety) days1.2 (v) Board shall lay down a code of conduct of all Board members and annual compliance of

the code to be recorded1.2 (vi) Tenure of office of an Independent Director shall be for a period of 3(three) years,

which may be extended for 1(one) term only1.3 Qualification of Independent Director (ID)1.3 (i) Knowledge of Independent Directors1.3 (ii) Background of Independent Directors1.3 (iii) Special cases for qualifications 1.4 Individual Chairman of the Board and Chief Executive Officer 1.5 The Directorʼs Report to Shareholders:1.5 (i) Industry outlook and possible future developments in the industry1.5 (ii) Segment-wise or product-wise performance 1.5 (iii) Risks and concerns1.5 (iv) Discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin1.5 (v) Discussion on continuity of any Extra-Ordinary gain or loss1.5 (vi) Basis for related party transactions1.5 (vii) Utilization of proceeds from public issues, rights issues and/or through any others1.5 (viii) Explanation if the financial results deteriorate after the company goes for IPO, RPO,

Rights Offer, Direct Listing1.5 (ix) Explanation about significant variance occurs between Quarterly Financial performance

and Annual Financial Statements1.5 (x) Remuneration to directors including independent directors1.5 (xi) Fairness of Financial Statements 1.5 (xii) Maintenance of proper books of accounts 1.5 (xiii) Adoption of appropriate accounting policies and estimates1.5 (xiv) Followed IAS, BAS, IFRS and BFRS in preparation of financial statements1.5 (xv) Soundness of internal control system1.5 (xvi) Ability to continue as a going concern1.5 (xvii) Significant deviations from the last yearʼs 1.5 (xviii) Key operating and financial data of at least preceding 5 (five) years1.5 (xix) Reasons for not declared dividend 1.5 (xx) Number of Board meetings held during the year and attendance1.5 (xxi) Pattern of shareholding:1.5 (xxi) a) Parent/Subsidiary/Associated Companies and other related parties 1.5 (xxi) b) Directors, CEO, CS, CFO,HIA and their spouses and minor children 1.5 (xxi) c) Executives1.5 (xxi) d) 10% or more voting interest 1.5 (xxii) Appointment/re-appointment of director:1.5(xxii) a) Resume of the director


Condition No. Title Complied Not Complied Remarks (if any)√ √ √√ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ N/A

√ √ √ √ √ √ √ √

√ √ √ √√ √ √ √√ N/A N/A N/A N/A N/A N/A √ √ √

√ √

1.5(xxii)b) Expertise in specific functional areas1.5(xxii) c) Holding of directorship and membership of committees of the board other then this company 2.1 Appointment of CFO, HIA and CS:2.2 Attendance of CFO and CS at the meeting of the Board of Directors3.0 Audit Committee: 3 (i) Constitution of Audit Committee 3 (ii) Assistance of the Audit Committee to Board of Directors3 (iii) Responsibility of the Audit Committee 3.1 Constitution of the Audit Committee:3.1 (i) At least 3(three) members3.1 (ii) Appointment of members of the Audit Committee3.1 (iii) Qualification of Audit Committee members 3.1 (iv) Term of Service of Audit Committee members3.1 (v) Secretary of the Audit Committee3.1 (vi) Quorum of the Audit Committee meeting 3.2 Chairman of the Audit Committee:3.2 (i) Board of Directors shall select the Chairman 3.2 (ii) Chairman of the audit committee shall remain present in the AGM3.3 Role of Audit Committee:3.3 (i) Oversee the financial reporting process3.3 (ii) Monitor choice of accounting policies and principles3.3 (iii) Monitor Internal Control Risk management process3.3 (iv) Oversee hiring and performance of external auditors3.3 (v) Review the annual financial statements before submission to the board for approval3.3 (vi) Review the quarterly and half yearly financial statements before submission to the

board for approval3.3 (vii) Review the adequacy of internal audit function3.3 (viii) Review statement of significant related party transactions3.3 (ix) Review Management Letters/Letter of Internal Control weakness issued by statutory auditors3.3 (x) Disclosure about the uses/applications of funds raised by IPO/RPO/Rights Issue 3.4 Reporting of the Audit Committee:3.4.1 Reporting to the Board of Directors:3.4.1 (i) Activities of Audit Committee 3.4.1 (ii)a) Conflicts of interest3.4.1 (ii)b) Material defect in the internal control system3.4.1 (ii)c) Infringement of laws, rules and regulations3.4.1 (ii)d) Any other matter3.4.2 Reporting to the Authorities3.5 Reporting to the Shareholders and General Investors4 Engagement of External/Statutory Auditors:4 (i) Appraisal or valuation services or fairness opinions4 (ii) Financial information systems design and implementation4 (iii) Book-keeping4 (iv) Broker-dealer services4 (v) Actuarial services4 (vi) Internal audit services4 (vii) Services that the Audit Committee determines4 (viii) Audit firms shall not hold any share of the company they audit.4 (ix) Audit/certification services on compliance of corporate governance 5 Subsidiary Company:5 (i) Composition of the Board of Directors5 (ii) At least 1 (one) independent director to the subsidiary company 5 (iii) Submission of Minutes to the holding company5 (iv) Review of Minutes by the holding company5 (v) Review of Financial Statement by the holding company6 Duties of Chief Executive Officer and Chief Financial Officer:6 (i) a) Reviewed the materially untrue of the financial statement6 (i) b) Reviewed about compliance of the accounting standard6 (ii) Reviewed about fraudulent, illegal or violation of the companyʼs code of conduct7 Reporting and Compliance of Corporate Governance:7 (i) Obtain certificate about compliance of conditions of Corporate Governance Guidelines 7 (ii) Annexure attached, in the directorʼs report

21

Annual Report 2014

R.K. TOWER86, Bir Uttam C.R Datta Road(312, Soanargaon Road), Level-10Hatirpool, Dhaka-1205Tel : 88-02-9635139Fax : 88-02-8621575E-mail : [email protected]

SHIRAZ KHAN BASAK & CO.CHARTERED ACCOUNTANTS

AUDITORS REPORT TO THE SHAREHOLDERS OF Rahim Textile Mills Limited

INTRODUCTIONWe have audited the accompanying Financial Statements of Rahim Textile Mills Limited which comprise the Statement of Financial Position as at June 30, 2014, and the Statement of Comprehensive Income, Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENTʼS RESPONSIBILITY FOR THE FINANCIAL STATEMENTSManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Bangldesh Financial Reporting Standards (BFRSs), the Companies Act 1994 and other relevant laws and regulations and for such internal control as managment determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

AUDITORSʼ 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 relevant ethical requirements and plan and perform the audit to obtain reasonalbe assurance about 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 the auditorʼs judgment, including the assessment, of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments. we consider internal control relevant to the entityʼs 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 entryʼs 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 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.

OPINIONIn our opinion, the financial statements present fairly, in all material respects, the financial position of Rahim Textile Mills Limited as at June 30, 2014, and its financial performance and its cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standards (BFRSs) and comply with Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.

We also report that:

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

b) In our opinion, proper books of account as required by law have been kept by the company so far as it appeared from our examination of those books;

c) The statement of financial position and statement of comprehensive income dealt with by the report are in agreement with the books of accounts and returns;

d) The expenditure incurred and payments made were for the purpose of the Companyʼs business for the period.

Dated: Dhaka October 22, 2014 SHIRAZ KHAN BASAK & CO. CHARTERED ACCOUNTANTS


RAHIM TEXTILE MILLS LIMITEDSTATEMENT OF FINANCIAL POSITION

AS AT 30TH JUNE, 2014 Figures in Taka

Notes June 30,2014 June 30,2013 ASSETS: Non Current Assets 485,851,375 432,308,067 Property Plant & Equipment 2 485,851,375 432,308,067 Current Assets: 224,802,260 139,417,711 Inventories 3 68,283,198 44,292,544 Accounts Receivable 4 124,555,295 65,544,142 Advances, Deposits & Pre-Payments 5 22,738,792 24,150,826 Cash & Bank Balances 6 9,224,974 5,430,199 Total Assets 710,653,635 571,725,778 SHARE HOLDER'S EQUITY & LIABILITIES: Shareholder's Equity: 179,203,726 156,023,626 Share Capital 7 27,527,500 22,022,000 Retained Earnings 49,046,000 27,309,191 Revaluation Surplus of Fixed Assets 8 102,630,226 106,692,435 Non-Current Liabilities: 114,622,104 90,646,269 Long Term Loan 9 109,256,054 86,443,301 Deferred Tax Liabilities. 11 5,366,050 4,202,968 Current Liabilities: 416,827,806 325,055,883 Accounts Payable 12 98,454,458 91,517,701 Current portion of Long Term Loan 13 75,820,884 60,829,535 Short Term Loan from Bank 14 195,151,243 125,065,583 Short Term Loan from others 10 24,953,649 31,162,969 Liabilities for Expenses 15 10,126,550 8,258,448 Provision for WPPF & WF 16 5,249,515 3,896,089 Unclaim Dividend 17 1,050,150 1,029,527 Provision for Income Tax 18 6,021,359 3,296,031 TOTAL SHARE HOLDER'S EQUITY & LIABILITIES: 710,653,635 571,725,778 Net Asset Value (NAV ) 65.10 70.85 Par Value Tk.10 The annexed notes 1 to 28 form on integral part of these financial statement. These financial statements were

approved by the Board of Directors on October 22,2014 and were signed on it's behalf by.

(Syed Saiful Haque) ( Amit Kumar Saha) ( Azizur Rahim Chowdhury) ( A.Matin Chowdhury) Company Secretary Chief Financial Officer Director Managing Director

Dhaka (Shiraz Khan Basak & Co.) October 22, 2014 Chartered Accountants

23

Annual Report 2014

RAHIM TEXTILE MILLS LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED JUNE 30, 2014

Figures in Taka

Particulars Notes June 30,2014 June 30,2013

Turnover 19 575,292,598 572,483,346 Cost of Goods Sold 20 505,082,052 489,388,934

Gross Profit 70,210,546 83,094,412

Operating Expenses: Administrative & Selling Expenses 21 22,607,582 20,065,471

Operating Profit before Financial Expenses 47,602,963 63,028,941 Financial Expenses 22 32,927,640 43,752,580

Operating Profit 14,675,323 19,276,361 Non Operating Income 23 13,746,612 (2,872,410) Net Profit before WPPF & WF 28,421,936 16,403,951

Provision Contribution to WPPF & WF 24 1,353,426 781,141

Net Profit / (Loss) for the year 27,068,510 15,622,811 Provision for Income Tax 3,888,410 2,828,168 Current Tax 25 2,725,328 3,296,031 Deferred Tax 26 1,163,082 (467,863)

Net Profit / (Loss) for the year after tax 23,180,100 12,794,643 ( Transferred to the Statement of Changes in Equity)

Restated Earning per share Par Value Tk.10 8.42 4.65 Number of shares used to compute EPS 2,752,750 2,752,750 The annexed notes 1 to 28 form an integral part of these financial statement.The net profit for the year has arrived at

after adjustment of depreciation on Revaluated Assets.These financial statements were approved by the Board of Directors on October 22, 2014 and were signed on its behalf by




RAHIM TEXTILE MILLS LIMITED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED JUNE 30, 2014

Figures in Taka

June 30,2014 June 30,2013 I. CASH FLOW FROM OPERATING ACTIVITIES

Collections from turnover, bills receivable and other receipts. 516,556,665 610,703,836 Payment for purchase of raw materials, accessories, creditors and other expenses (461,146,106) (556,563,982) Net cash generated from operating activities 55,410,559 54,139,854 II. CASH FLOW FROM INVESTING ACTIVITIES

Acquisition of fixed assets (119,793,950) (12,956,128) Disposal of Fixed Assets 36,562,760 260,000 Net cash used in investing activities (83,231,190) (12,696,128) III. CASH FLOW FROM FINANCING ACTIVITIES Loan received from Bank 37,804,102 (32,385,270) Loan received from Directors (6,209,320) (13,677,431) Sale of fraction share against stock dividend of 2012-2013 85,102 49,304 Dividend paid (64,480) (23,223) Net cash generated from financing activities 31,615,405 (46,036,620) Net Cash Inflow / ( Outflow ) { I + II + III } 3,794,774 (4,592,894) CASH & CASH EQUIVALENTS AS AT JULY 01, 2013 5,430,199 10,023,094 CASH & CASH EQUIVALENTS AS AT JUNE 30, 2014 9,224,974 5,430,199 Net Operating Cash Flow Per Share ( NOCFPS ) 20.13 24.58 Par Value Tk.10

The annexed notes 1 to 28 form on integral part of these financial statement. These financial statements were approved

by the Board of Directors on October 22,2014 and were signed on it's behalf by.



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Annual Report 2014

RAHIM TEXTILE MILLS LTD.STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED JUNE 30, 2014

Figures in TakaParticulars Share Capital Revaluation Surplus Retained Earnings Total of Fixed Assets

As at July 1, 2013 22,022,000 106,692,435 27,309,191 156,023,626Net Profit this year - 23,180,100 23,180,100Stock Dividend 5,505,500 (5,505,500) - Transfer to Retained Earnings (2,835,118) 2,835,118 - Transfer to Gain/ ( Loss) assets (1,227,091) 1,227,091 - As at June 30, 2014 27,527,500 102,630,226 49,046,000 179,203,726

STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED JUNE 30, 2013

Particulars Share Capital Revaluation Surplus Retained Earnings Total of Fixed Assets

As at July 1, 2012 20,020,000 109,795,986 18,083,829 147,899,816 Net Profit this year - 12,794,643 12,794,643 Stock Dividend 2,002,000 (2,002,000) - Transfer to Retained Earnings (3,103,551) 3,103,551 - Adjustment of Deferred Tax Liabilities up to 30.06.2012 - - (4,670,831) (4,670,831)As at June 30, 2013 22,022,000 106,692,435 27,309,191 156,023,626

The annexed notes 1 to 28 form an integral part of these financial statement.These financial statements were

approved by the Board of Directors on October 22, 2014 and were signed on its behalf by


Dhaka (Shiraz Khan Basak & Co.) October 22,2014 Chartered Accountants


NOTES TO THE ACCOUNTS FOR THE YEAR ENDED JUNE 30, 2014

1.0 Significant Accounting Policies and relevant Information:

1.1 Legal form of the Enterprise:The Company was incorporated in Bangladesh as private limited company on the 31st December, 1981 in the name of Rahim Textile Mills Limited under the companies act,1913 (repealed in 1994). The company was converted into Public Limited Company in the year of 1988. The Company was listed in the Dhaka Stock Exchange Limited on 29th March,1988.

1.2 Address of Registered Office & FactoryThe Registered Office of the Company is at 134, New Eskaton Road, Dhaka and its Factory Office is at Shafipur, Kaliakair, Gazipur, Bangladesh, Business address: Mehnaj Monsur Tower, House No.11/A, Road No.130, Gulshan-1,Dhaka-1212, Bangladesh.

1.3 Nature of Business Activities:The Company is an export-oriented industry of Textile Sector engaged in the Dyeing & Printing of Fabrics.

1.4 Number of Employees:The number of employees at the year-end date was 363 persons.

1.5 Basis of Accounting:The Accounts have been prepared as a going concern basis under generally accepted accounting principles on historical cost convention and on accrual basis.

1.6 Specific Accounting Policies selected and applied for Significant Transactions and Events:Recognition of Property, Plant and Equipment & Depreciation:Property, Plant and Equipment are stated at cost less accumulated depreciation in accordance with BAS 16”. Property, Plant & Equipment”. Value represents cost of acquisition, construction and include purchase price and other directly attributable cost of bringing the assets to working conditions and revaluation for its intended use. Revaluation of Land, Building, Plant & Machineries and other construction were made by registered renowned Asian Surveyors Ltd. as on 30.06.2007. Depreciation on all other fixed assets are computed using the reducing balance method in amount sufficient to write off depreciable assets over there estimated useful life expenditure for maintenance and repairs are expensed; major replacements, renewals and betterment are capitalized. The cost and accumulated depreciation of depreciable assets retired or otherwise disposed off are eliminated from the assets and accumulated depreciation and any gain or such disposal is reflected in operations for the year. The policy of the Company is to charge depreciation on all assets acquired and installed for production during the year irrespective of its date of use.

The annual depreciation rates applicable to the principal categories are: Office and factory Building 10% Godown & Ware house 10% Plant & Machinery 10% Furniture & Fixtures 10% Motor Vehicles 15% Sundry assets 15%

Depreciation has been charged to cost of goods sold and administrative expenses consistently. Property, Plant and equipment acquired under leases were capitalized.

1.7 Inventories:Inventories comprised of raw materials, packing materials, work-in-process and W-I-P (Finished Stage). They are stated at the lower cost and net realizable value in accordance with BAS 2 “Inventories” after making due allowance for any obsolete or slow moving item. The cost of inventories is assigned by using weighted average cost formula. Net realizable value is determined after deducting the estimated cost of completion and/or cost to be incurred for the sale from sales price.

1.8 Trade and other receivable:These are carried at original at invoice amount, Trade & other receivables are unsecured and considered goods and collectible.

1.9 Cash and cash Equivalents:According to BAS 7”Cash flow Statement “cash comprises cash in hand and demand deposits and cash equivalents are short terms, highly liquid investments, that are readily convertible to know amounts of cash and which are subjects to and insignificant risk of changes in value, BAS 1 “Presentation of financial Statements” Provides that cash and cash equivalents are not restricted in use. Considering the provisions of BAS 7 and BAS 1, cash in hand and bank balances have been considered as cash and cash equivalents.

1.10 Creditors and Accruals:

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

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Annual Report 2014

1.11 Taxation:The tax holiday period of the company has expired on June 30, 1994. The corporate tax rate for Textile Sector is 15%. Provision was made and calculated on the above basis which is adequate under Income Tax Ordinance 1984. An amount Tk.2,725,328.00 has been provided as Income Tax for the Financial year of 2013-2014.

1.12 Foreign Currency Translation:Translation in foreign currencies are converted into Bangladeshi Taka at the exchange rate prevailing on the date of transaction in accordance with provisions of BAS 21”The effects of changes in foreign currency Rate”. Foreign Currency Receivable against export sale has been accounted for on the basis of actual amount received subsequently.The net effect of change in foreign currency exchange rate during the year was Tk.65,555.00 which was accounted in the revenue account.

1.13 Revenue Recognition:The Company recognition revenue when a risk of ownership has been transferred to the buyer who satisfied all the condition for the revenue as provided in BAS 18 “Revenue Recognition”

1.14 Contribution to workers profit participation/welfare fund:The Company has provided Workersʼ Profit Participation Fund @ 5% of net profit before tax as per provision of the complained profit (Workers participation Act,1968) and is payable to the workers as per law.

1.15 Subsequent disclosed event occurring after the balance sheet date:There is no adjusting balance sheet of such importance non-discloses of, which would effect the availability to the user of the financial statement to make proper evaluation and decision.

1.16 Lease Finance:In compliance with the BAS-17, Leases, cost of assets acquired under finance lease along with related obligation has been accounted for as assets and liabilities respectively of the company.

1.17 Earning per Share (EPS):The company calculates earnings per share (EPS) are accordance with BAS 33” Earnings per share” which has been shown on face of profit and loss account and computation is stated in Accounts.

1.18 Basic Earnings:This represents earnings for the year attributable to ordinary shareholders. As there was no preference dividend, minority interest of extra ordinary items, the net profit after tax for the year has been considered as fully attributable to the ordinary shareholders.

1.19 Basic earnings per share:Basic Earnings per share is calculated by dividing the net profit or loss for the year attributable to ordinary shareholders by the number of ordinary shares outstanding during the year.

1.20 Diluted earnings per share:No diluted EPS is required to be calculated for the year, as there was no scope for dilution during the year under review.

1.21 Cash Flow Statement:Cash flow Statement is prepared principally in accordance with BAS 7 "Cash flow Statement" and the cash flow from the operating activities have been presented under direct method as prescribed by the Securities and Exchange Rules 1987.

1.22 Additional Information on Financial Statement:

Responsibility for preparation and presentation of Financial Statement: The Board of Directors is responsible for the preparation and presentation of Financial Statement under section 183 of the companies Act, 1994 and as per the provision of "The Framework for the preparation and presentation of Financial Statement" issued by the International Accounting Standards Committee (IASC).

1.23 Components of the Financial Statement:According to the International Accounting Standards Committee (IAS) 1 "Presentation of Financial Statements" the complete set of Financial Statement include the following components:

I. Statement of Financial Position as at June 30, 2014II. Statement of Comprehensive Income for the year ended June 30, 2014III. Statement of Cash Flow for the year ended June 30, 2014IV. Statement of Changes in Equity for the year ended June 30, 2014V. Accounting Policies and Explanatory notes.

1.24 Risk and uncertainties for use of estimates in preparation of Financial Statement:The Preparation of Financial Statement is Conformity with the International Accounting Standards requires management to make estimates and assumption that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of effects Financial Statements and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used for accounting of certain items such as long term contract, provision for doubtful accounts, depreciation and amortization, employees benefit plans, taxes, reserve and contingencies.


1.25 Compliance with local laws:The Financial Statement has been prepared in compliance with requirements of the Companies ACT 1994, the Securities and Exchange Rules 1987 and other relevant local laws and rules.

1.26 Compliance with International Accounting Standards (IAS's):The Financial Statements have been prepared in compliance with requirements of BAS's adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) and applicable in Bangladesh.

1.27 Impairment of Assets:As per decision of Board of Directorsʼ meeting dated 08.11.2010 and dated 10.05.2014 the following fixed assets were sold:

Year of sale Description Book Value ( in Tk.) WDV ( in Tk.) Sale Value ( in Tk.) Gain on sale ( in Tk.)2013-2014 Dilmenler Dyeing Machine 34,790,140 18,026,684 28,689,502 10,662,8182013-2014 Lafer Compactor 9,120,821 4,725,999 7,523,258 2,797,2602013-2014 Motor Vehicle 885,000 338,686 350,000 11,314

1.28 Reporting period:Financial Statement of the Company covers on calendar year from 1st July 2013 to 30th June, 2014.

1.29 Reporting Currency and Level of Precision:The figures in the Financial Statements represents Bangladesh Currency (Taka), which have been rounded of to the nearest Taka except where indicates otherwise.

1.30 Comparative Information:Comparative information have been disclosed in respect of the year 2012-2013 for all numerical information in the financial statements and also the narrative and descriptive information when it is relevant for understanding of the current period's financial statements.Figures of the year 2012-2013 have been rearranged whenever considered necessary to ensure comparability with the current period.

1.31 Retirement Benefit:The Company has operated provident fund benefit to its employees.

1.32 General Comments & Observations:a. All shares have been fully called and paid up. There was no preference shares issued by the company.b. There was no bank guarantee issued by the company on behalf of their directors or the company itself except bank loan.c. The company has not incurred any foreign currency against royalties, technical fees etc.d. There was no sum for which the company contingently liable as on June 30,3014.e. Auditors are paid only statutory audit fee approved by the shareholders in the last Annual General Meeting.f. There were no foreign exchanges remitted to the relevant shareholders during the year under audit.g. There has no claim against the company not acknowledged as debit at the date of Balance sheet.h. No amount of money was expended by the company for compensating any number of the board of special service.

1.33 Discloser as per requirement of Schedule XI, Part II of Company Act 1994

A. Discloser as per requirement of schedule XI, Part II, Note 5 of Para 3Total number of employees drawing remuneration as on 30.06.2014 are as follows:Employees above or equal 3,000/= per month 363Employees below 3,000/= per month 0

Discloser as per requirement of schedule XI, Part II, Para 4Payment to Directors ( From 1st Julyʼ2013 to 30th Juneʼ2014) Mr. Didar A.Husain, Director Tk.1,200,000.00 Others Directors including Independent Director Tk. Nil

B. Discloser as per requirement of schedule XI, Part II, Para 7Capacity of industrial unit actual production shortfall and achievement are as follows:Unit Installed Capacity Actual Shortfall/ % of in lac Production in lac (Excess) in lac AchievementDyeing & Printing in Yards 231.40 195.92 35.48 84.67

C. Discloser as per requirement of schedule XI, Part II, Para 8 Value of Dyes & Chemicals, Spare parts, Packing Materials and Capital Machinery (BDT.):Particulars Local Purchase Import Total Purchase ConsumedGreige Fabrics 92,380,788.00 0.00 92,380,788.00 80,622,683.00Dyes & Chemicals 78,968,815.00 155,533,607.00 234,502,421.00 228,598,437.00Printing, Design Material, Spares etc. 8,623,571.00 10,032,920.00 18,656,491.00 14,821,374.00

The FOB price of imported materials in foreign currency were US$.1,784,506.80 and EURO.87,475.50.

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Annual Report 2014

2.00 FIXED ASSETS: Tk. 485,851,375 Details of Fixed Assets and Depreciation as on 30th June, 2014 are shown in the Schedule A-1 This is arrived at as follows: COST: 30.06.2014 30.06.2013 Cost as on 01.07.2013 628,106,057 624,481,129 Addition this year 119,793,950 12,956,128 Less: Sale/Adjustment 42,453,781 9,331,200 Total Cost as on 30.06.2014 705,446,226 628,106,057

Accumulated Depreciation as on 01.07.2013 302,490,424 266,970,762 Addition this year 40,298,142 36,064,126 Less: Sale/ Adjustment 20,563,490 544,464 Total Depreciation as on 30.06.2014 322,225,077 302,490,424

Written Down Value as on 30.06.2014 383,221,149 325,615,632

REVALUATION: Revaluation of Fixed Assets as on 01.07.2013 125,852,009 125,852,009 Addition this year Less: Adjustment for this year on Revaluation 2,368,194 - Written Down Value as on 30.06.2014 123,483,815 125,852,009

Accumulated Depreciation as on 30.06.2013 19,159,574 16,056,023 Addition this year 2,835,118 3,103,551 Less: Adjustment for this year on Revaluation 1,141,102 - Total Depreciation as on 30.06.2014 20,853,590 19,159,574

Written Down Value as on 30.06.2014 102,630,226 106,692,435

Land, Building, Plant & Machinery were revalued on 30.06.2007 by M/S. Asia Surveyors Ltd. The valuation of land was assessed on the basis of market price prevailing in the locality. Valuation of building were estimated on the basis of devaluation of Bangladesh currency, inflation over the years, increase of price level in the international market.

3.00 INVENTORIES: Tk. 68,283,198 The total amount is arrived as follows : 30.06.14 30.06.13 Dyes & Chemicals 3.01 35,946,643 30,042,659 At Avg.Cost Grey Fabric 3.02 11,835,955 82,050 At Avg.Cost Printing & Design Material 4,226,507 1,558,864 At Avg.Cost Spares & Accessories 3.03 9,373,073 8,205,599 At Avg.Cost Work in Process 3.04 573,855 1,318,495 100% Raw Material & proportionate labour overhead charge Work in Process (Finished Stage) 3.05 6,327,165 3,084,877 Net realisable value Tk. 68,283,198 Tk. 44,292,544 3.01 Dyes & Chemicals: Items Quantity(kg) 30.06.14 Qty(kg) 30.06.13 Dyes 30,654 15,592,064 26,624 12,202,695 Chemicals 177,888 20,354,579 117,856 17,839,964 208,542 35,946,643 144,480 30,042,659

3.02 Grey Fabrics: Items Quantity(Yds) 30.06.14 Quantity 30.06.13 Grey Fabrics 140,904 11,835,955 547 82,050

3.03 Printing & Design Materials & Spares Accessories: Items 30.06.14 30.06.13 Printing & Design Materials 4,226,507 1,558,864 Spare Parts & Accessories 9,373,073 8,205,599 Tk. 13,599,580 TK. 9,764,463 3.04 Work-In-Process: Items Quantity 30.06.14 Quantity 30.06.13 Work-In-Process 197,956 573,855 197,908 1,318,495

3.05 Work in Process (Finished Stage) Items Quantity( yds) 30.06.14 Quantity(yds) 30.06.13 Work in Process (Finished Stage) 397,595 6,327,165 263,655 3,084,877

- Physical verification of the stock was carried out by inventory team, consisting of auditor & management staff.- Inventory at June 30,2014 are valued at lower of average cost and net realisable value.- the inventories are collateralised against short term loan.


4.00 ACCOUNTS RECEIVABLE: Tk. 124,555,295 - The above amount is receivable from debtors against confirm export L/C ( Deferred period is 120 days) & credit sales. It considered

as good. Most of the balances have subsequently been realised. The Debtors have no securities except their personal securities.

5.00 ADVANCES, DEPOSITS & PREPAYMENTS: Tk. 22,738,792 This consists as follows: 30.06.14 30.06.13 Guarantee Margin 559,305 707,928 Security Deposit to CDBL 100,000 100,000 Security deposit to Titas Gas 2,962,437 2,962,437 Security deposit to COD 20,000 20,000 Security deposit DGDP (Army) 1,445,925 842,420 Security deposit to REB 126,926 126,926 Security deposit to FAX 3,000 3,000 Security deposit to Grameen Phone 5,616 5,616 Security deposit to T & T 2,300 2,300 Advance Income Tax deducted at Source 12,263,557 7,077,727 Advance for Local Purchse 191,056 91,465 Advance to Banglatrac - 285,425 Advance against Legal expenses to Barister Khurshid Alam 250,000 250,000 Advance to CRISL - 28,750 Advance to Mr H M Monsur Ali Land Lord 62,500 Advance to Hejaz Publications Ltd 2,400,000 Advance To New Asia Ltd 12,781 Advance To Mr Abdus Salam, Manager Estate 106,467 170,000 Advance To Mr Karim, Land Officer 150,000 - Advance payment to Drivers for fuel 15,000 9,000 Advance to Mr Mosharrof Hossain, Manager ( Procurement) - 220,000 Advance to Mr Monowarul Islam-Tax Advisor 6,000 Advance to Mr Zahirul Haque-Security Incharges 3,315 Advance to Mr.Saiful Haque, CS - 7,500 Advance to Mr Yousuf Ali, Executive ( Admin) - 1,700 Advance to Riant Engineering 65,000 65,000 Advance to Satcom IT Ltd. - 65,000 Advance against lease rent - ULC 99,939 107,853 Material in Transit 1,804,132 9,096,560 Machine in Transit 83,536 1,904,218 22,738,792 24,150,826 - Security deposit are made to statutory authorities and are considered good.- In the opinion of the Directors, all of the current assets , loans and advances have on the realisation in the ordinary course of

business , a value at least equal to the amount at which they are stated in the Balance sheet.- No amount is due by the Directors (including Managing Director) of the company and any of them severally or jointly with any

other person.- No amount is due by the associated undertakings.- Guarantee Margin includes Guarantee issued to Titas gas & DGDP against Performance and workorder. - AIT Deduction at Source: B/F- 7,077,727+Addition 5,185,829 - Less. Nil = 12,263,557

6.00 CASH & BANK BALANCES: Tk. 9,224,974 30.06.14 30.06.13 Cash in hand - (Head Office) 4,824 4,111 Cash in hand - Factory (Petty Cash) 48,176 28,660 Cash at Bank with Eastern Bank Ltd. 264 264 Cash at Bank with IFIC Bank Ltd. 74,959 9,994 Cash at Bank with The City Bank Ltd -1101 2,130,127 630,654 Cash at Bank with The City Bank Ltd.-ERQ A/C -5121 442,774 1,453,111 Cash at Bank with The City Bank Ltd.-FBPAR A/C-1104 827,622 185,786 Cash at Bank with The City Bank Ltd.-FBPAR A/C BDT -1104 - 998,327 Cash at Bank with AB Bank Ltd.-254 814,433 10,437 Cash at Bank with AB Bank Ltd.-251 121,000 180,124 Cash at Bank with AB Bank Ltd.-001 310,158 91,357 Cash at Bank with AB Bank Ltd.-002 149,426 130,313 Cash at Bank with AB Bank Ltd.-003 1,856,823 - Cash at Bank with AB Bank Ltd.-047 549,628 - 7,330,214 3,723,138 FDR for Bank Guarantee AB Bank Ltd - 200 1,894,760 1,707,061 9,224,974 5,430,199 - Cash in hand was physically verified and found in order. - The Bank Balances were confirmed and reconciled with Bank statements and found in order.

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Annual Report 2014

7.00 SHARE CAPITAL : Tk. 27,527,500 a) Authorized Capital : As on 30.06.14 50,000,000 Ordinary Shares of Tk. 10/- each TK. 500,000,000 b) Issued, Called & Paid up Capital :Tk. 27,527,500 2,752,750 Ordinary shares of Tk. 10/- each fully paid up Tk. 27,527,500 (i) Composition of Shareholding : As on 30-06-2014 As on 30-06-2013 No. of Share % No. of Share % Sponsors & Directors 2,192,535 79.65% 1,765,510 80.17% Institutions 63,915 2.32% 38,202 1.73% Foreign Investors - 0.00% - 0.00% General Investors 496,300 18.03% 398,488 18.09% 2,752,750 100.00% 2,202,200 100.00% DETAILS OF SPONSORS & DIRECTORS SHARE CAPITAL ARE AS FOLLOWS : 30.06.14 (in Tk.) 30.06.13 (in Tk.) 01. A.Matin Chowdhury 5,359,530 4,287,630 02. Dr. Shamim Matin Chowdhury 4,045,930 3,236,750 03. Didar A. Husain 6,000,270 4,915,020 04. Saima Matin Chowdhury 5,523,650 4,418,920 05. Azizur Rahim Chowdhury 995,970 796,780 06. Dr. Sultan Hafeez Rahman ( Independent Director) - - 07. Md. Qamrul Huda ( Independent Director) - - Tk. 21,925,350 17,655,100 Details of the Share holding is given below: Holding Range No.of Holders No. of Share Percentage 1 - 50 967 40,029 1.45% 51-500 1,354 170,152 6.18% 501-5,000 86 136,216 4.95% 5,001-10,000 10 69,848 2.54% 10,001-20,000 3 41,125 1.49% 20,001-30,000 3 65,809 2.39% 30,001-40,000 1 37,036 1.35% 40,001-50,000 Nill Nil Nil 50,001-100,000 1 99,597 3.62% 100,001-1,000,000 4 2,092,938 76.03% Total: 2,429 2,752,750 100.00%

a) The number of share holding by Sponsors & Directors and others increased as on 30th June,2014 from that of 30th June, 2013 due to declaration and allotment of 25% Stock Dividend for the year of 2012-2013.

8.00 REVALUATION SURPLUS ON FIXED ASSETS: Tk. 102,630,226 30.06.2014 30.06.2013 Opening Balance 106,692,435 109,795,986 Addition this year Less: Adjustment of cost during the year 2,368,194 - 104,324,241 109,795,986 Less: Depreciation during the year 2,835,118 3,103,551 101,489,123 106,692,435 Add: Adjustment of depreciation during the year 1,141,102 - Closing Balance 30.06.2014 102,630,226 106,692,435 9.00 LONG TERM LOAN FROM BANK : Tk. 109,256,054 The consists of the above head as follows: 30.06.2014 30.06.2013 Long Term loan from AB Bank -TL-467 18,996,515 26,599,533 Long Term loan from AB Bank -TL-468 96,883,910 - Long Term loan from The City Bank - 6211 56,142,431 94,045,402 Long Term loan from The City Bank - 6201 10,915,567 25,348,641 Long Term loan from United Leasing Company 2,138,515 1,279,260 185,076,938 147,272,836 Less: Current portion of Long Term Loan 75,820,884 60,829,535 109,256,054 86,443,301


a) The above loan is secured against Land, Factory building and Machinery. b) The AB Bank's loan taken in 2012 which will be liquidated by 2017 and The City Bank's loan taken in 2008 which will be

liquidated by 2015. c) A new loan taken from AB Bank Ltd. on 18.03.2014 for BMRE purpose which will be liquitated by 2019. d) The balances were reconciled and confirmed and there are no classified loans.

10.00 SHORT TERM LOAN FROM OTHERS : Tk. 24,953,649 30.06.2014 30.06.2013 Loan from Directors 24,953,649 31,162,969 24,953,649 31,162,969 Interest free un-secured loan received from Directors to meet the liquidity problem. 11.00 DEFERRED TAX : Tk. 5,366,050 30.06.14 30.06.13 Opening Balance 4,202,968 4,670,831 Addition during this Year 1,163,082 (467,863) 5,366,050 4,202,968

Accounts based Tax based Difference WDV of Fixed Assets 383,221,149 371,317,228 11,903,921 Revaluation Surplus of Fixed Assets (without land) 23,869,747 - 23,869,747 Total 407,090,896 371,317,228 35,773,668 Deferred Tax @15% 5,366,050 12.00 ACCOUNTS PAYABLE Tk. 98,454,458 Trade Creditors for supply of fabrics and chemicals are the regular suppliers of the Company and the amount are due on account.

Most of the bills have been paid within 120 days.

13.00 CURRENT PORTION OF LONG TERM LOAN: Tk. 75,820,884 30.06.14 30.06.13 Long Term loan from AB Bank -TL-467 6,598,280 5,667,436 Long Term loan from AB Bank -TL-468 5,200,432 - Long Term loan from The City Bank - 6211 47,849,327 41,128,444 Long Term loan from The City Bank - 6201 15,331,327 13,177,900 Long Term loan from United Leasing Company 841,519 855,754 75,820,884 60,829,535 14.00 SHORT TERM LOAN FROM BANK: Tk. 195,151,243

The consists of this head as follows: 30.06.14 30.06.13 Cash Credit Account (with AB Bank) - 000 17,446 3,229,475 Cash Credit Account (with City Bank) -6331 35,346 8,470,191 Loan Against Trust Receipt ( with AB Bank) - 702 - 10,668,296 Deferred Liability UPAS (Foreign L/C with AB Bank ) 2,648,000 7,375,931 Deferred Liability EDF(Foreign L/C with AB Bank ) 14,468,824 - Deferred Liability (Local L/C with AB Bank ) 6,800,000 25,736,922 Deferred Liability (Local L/C with City Bank ) 24,650,000 - Deferred Liability (Foreign L/C with City Bank )-EDF 85,721,521 40,580,972 Inland Bill Purchase Loan A/C(with AB Bank) - 707 19,573,893 7,980,796 Inland Bill Purchase Loan A/C(with The City Bank) - 6551-USD 16,680,213 - Inland Bill Purchase Loan A/C(with The City Bank) - 6551 24,556,000 21,023,000 195,151,243 125,065,583

- Cash credit account with AB Bank & The City Bank Ltd. : - Now we are availing credit facility with term loan at AB Bank Ltd. & The City Bank Ltd. - All the balances were reconciled and confirmed. - Deferred Liability create against Foreign & Local import L/C. - Working capital loan are secured against total inventories & book debts. - All the above loans bears interest @14.50% P.a. - Apart from the above, the company has availed Long Term loan facilities from AB Bank Ltd.& The City Bank Ltd.

33

Annual Report 2014

15.00 LIABILITIES FOR EXPENSES: Tk. 10,126,550 The consists of this head as follows: 30.06.14 30.06.2013 Directors Remuneration 85,000 85,000 Workers & Employees P.F. 67,854 49,098 Unpaid Salary 4,049,878 3,254,456 Unpaid Wages 2,616,029 2,012,704 Unpaid Overtime 1,205,472 678,983 Legal Fees 44,860 44,860 Audit fees 57,500 57,500 Gas Charges 1,711,440 1,421,813 Office Rent - 343,201 Deduction of Tax & VAT at source 144,605 184,570 Employees PF Loan 36,104 18,727 Employees Income Tax 39,954 58,437 Employer's PF Contribution 67,854 49,098 10,126,550 8,258,447

16.00 PROVISION FOR WPPF & WF: Tk. 5,249,515 30.06.14 30.06.13 Opening balance 3,896,089 3,114,948 Provided this year @ 5% 1,353,426 781,141 5,249,515 3,896,089

We observed that the above fund has not been paid to the beneficiaries / employees or invested outside the business for earning profit as specified in the companies WPPF & WF Act,1968. However, the management agreed to settle this issue soon.

17.00 UNCLAIM DIVIDEND : Tk. 1,050,150 This is the amount which represents dividend warrant not presented to the bank for payment.

18.00 PROVISION FOR TAXATION: Tk. 6,021,359 30.06.14 30.06.13 Opening Balance 3,296,031 806,717 Income Tax for FY 2013-2014 2,725,328 3,296,031 6,021,359 4,102,748 Less. - 806,717 6,021,359 3,296,031

- Income Tax provision for FY 2012-2013 is not yet adjusted due to non settlement of appeal case against assessment order of the DCT of Company Circle-111, Zone -6, Dhaka.

19.00 TURNOVER : Tk. 575,292,598

20.00 COST OF GOODS SOLD : Tk. 505,082,052 Raw Material Consumed : 30.06.14 % Consumption 30.06.13 Grey Fabrics (i) 80,626,883 24.88% 56,672,539 Dyes & Chemicals (ii) 228,598,437 70.54% 225,146,227 Printing & Design Materals(iii) 14,821,374 4.57% 32,208,012 324,046,694 100.00% 314,026,778 Direct Wages & Salaries including festival bonus 82,636,122 81,095,854 Factory Overhead (iv) 100,896,884 91,498,744 507,579,700 486,621,376 Add: Opening Work in Process 197,908 1,318,495 198,952 4,336,640 197,908 508,898,195 198,952 490,958,016 Less: Closing Work in process 197,956 573,855 197,908 1,318,495 COST OF PRODUCTION: 508,324,340 489,639,521 Add: Opening Work in Process(Finished Stage) 263,655 3,084,877 165,399 2,834,290 263,655 511,409,217 165,399 492,473,811 Less: Closing Work in process( Finished Stage) 397,595 6,327,165 263,655 3,084,877 505,082,052 489,388,934 i) Grey Fabrics Consumed : Name of Products: Qty. (yards) 30.06.14 Qty. (yards) 30.06.2013 a) Opening Stock 547 82,050 16,845 842,256 b) Own Purchase During the year (A) 700,752 92,380,788 430,716 55,912,333 701,299 92,462,838 447,561 56,754,589 Less : Closing Stock 140,904 11,835,955 547 82,050 560,395 80,626,883 447,014 56,672,539


ii) Dyes & Chemicals Consumed 30.06.2014 30.06.2013 a) Opening Stock 30,042,659 29,595,769 b) Purchase during the year (B) 234,502,421 225,593,117 264,545,080 255,188,886 Less : Closing Stock 35,946,643 30,042,659 Tk. 228,598,437 Tk. 225,146,227

iii) Printing & Design Materials, Spares & Accessories Consumed: 30.06.2014 30.06.2013 a) Opening Stock 9,764,463 8,222,270 b) Purchase during the year (C) 18,656,491 33,750,205 28,420,954 41,972,475 c) Less : Closing Stock 13,599,580 9,764,463 Tk. 14,821,374 Tk. 32,208,012

(A) Procurement / Supplied by Raw Materials:

Fabrics: Yards US$ 30.06.2014 30.06.2013 Imported - - - - Local Purchase through BBL/C & Deferred L/C 700,752 - 92,380,788 55,912,333 700,752 - 92,380,788 55,912,333 Average Price Per Yard Imported - - Local Purchase 131.83 129.81

(B) Dyes & Chemicals : 30.06.2014 30.06.2013 Imported 155,533,607 142,983,635 Local Purchase through Back to Back L/C 78,968,815 82,609,482 Tk. 234,502,421 Tk. 225,593,117

(C) Printing & Design Material,Spares & Accessories: 30.06.2014 30.06.2013 Imported 10,032,920 19,489,777 Local Purchase 8,623,571 14,260,428 Tk. 18,656,491 33,750,205

IV. Factory Overhead : Tk. 100,896,884 30.06.2014 30.06.2013 Gas & Electric Charges 21,005,447 19,008,590 Insurance Premium 1,660,456 1,512,632 Uniform & Liveries 432,580 110,670 Repairs & Maintenance 20,624,847 15,315,186 Telephone Charges 408,239 365,396 Packing Expenses 3,382,930 3,304,571 Travelling & Conveyance 1,059,237 1,026,490 Fuel Lubricant 4,872,649 5,008,046 Medical expenses 755,761 74,130 Contribution to P.F. 486,170 365,706 Entertainment 325,295 167,345 Stationery 591,542 604,944 Newspaper & Periodicals 6,910 6,622 Testing Charges 89,704 54,129 Rent, Rates & Taxes 90,000 - Back Processing Charges - 3,131,497 Design & Printing Expenses 496,498 238,059 Sample Expenses - 50,000 Corporate Social Responsibility - 10,000 Food & Refreshment Expenses for Staff & Workers. 2,068,428 2,078,573 Lab Expenses 183,605 166,646 Loading & Unloading Exp. 306,850 103,090 Fire Fighting Material 234,406 403,348 Depreciation 41,815,330 38,393,074 Tk. 100,896,884 Tk. 91,498,744

35

Annual Report 2014

- Gas Charges increased due to more consumption. - Insurance Premium increased due to addition of fixed assets.- Repairs & Maintenance increased due to regular maintenance.- Fuel Lubricant decreased due to economic use.- Packing expense increased due to DGDP delivery.- Medical expenses increased due to treatment of Mr.Md.Nazrul Islam, a Sr. Operator at Dhaka Metropolitan Hospital- Back process work did not done during this year. - Food & Refreshment Expenses for Staff & Workers decreased due to economic use.- Depreciation charged on Revalued assets as per prevailing rate.

21.00 ADMINISTRATIVE & SELLING EXPENSES: Tk. 22,607,582 30.06.2014 30.06.2013 Director's Remuneration - 21.01 1,200,000 1,200,000 Salary & Allowances 9,283,584 8,194,154 Festival Bonus 722,150 652,150 Printing 340,540 98,565 Stationery 294,049 211,934 Advertisement 364,628 271,841 Insurance Premium 267,031 275,714 Telephone & Fax Charges 239,656 214,218 Travelling & Conveyance 1,329,752 1,113,341 Fees, Forms & Stamps 1,294,850 2,153,733 Donation & Subscription 60,000 60,000 Selling & Distribution Expenses 3,431,976 3,940,403 Training Expenses 24,000 - Postage & Telegram 22,876 18,567 Repairs & Maintenance 393,899 130,751 Head Office Rent 1,209,505 81,000 Annual General Meeting Expenses 228,524 201,454 Entertainment 60,108 25,015 Contribution to P.F. 173,203 157,284 Audit Fees 57,500 71,252 Software Servicing Charges 124,410 92,004 Food & Refreshment Expenses for Staff 167,412 127,488 Depreciation 1,317,930 774,603 Tk. 22,607,582 20,065,471

21.01 DIRECTORS REMUNERATION:

Mr.Didar A.Husain, Director Tk. 1,200,000 1,200,000 Dr. Sultan Hafeez Rahman,Independent Director Nill Nill Md. Qamrul Huda ,Independent Director Nill Nill Total Tk. 1,200,000 1,200,000 Salary & Allowance increase due to increment . Selling & Distribution expenses decrease due to economic use.

22.00 FINANCIAL EXPENSES: The break-up of the above amount is as follows : Tk. 32,927,640 30.06.2014 30.06.2013 Interest on Commercial Bank Loan & Overdraft 32,116,157 43,263,433 Interest on Lease Finance 340,646 285,761 Bank Charges & Commission 470,837 203,386 32,927,640 43,752,580 - Interest decrease due to repayment of loan.

23.00 NON OPERATING INCOME Tk. 13,746,612 30.06.2014 30.06.2013 Gain/Loss on disposal of Fixed Assets - 23.01 13,471,392 (3,076,829) Other Income - 23.02 275,221 204,419 13,746,612 (2,872,410)


23.01 GAIN/( LOSS ) ON DISPOSAL OF FIXED ASSETS: Tk. 13,471,392 The break-up of the above amount is as follows : 30.06.2014 30.06.2013 Gain on sale of machinery 13,460,078 - Gain on sale of motor vehicles 11,314 (85,536) Loss on Fire - (2,991,293) 13,471,392 (3,076,829) Machinery and Motor Vehicle sold as per decision of Board of Directors' meeting held on 08.11.2010 and 10.05.2014.

23.02 OTHER INCOME: Tk. 275,221 The consists of this head as follows: 30.06.14 30.06.13 Interest received on FDR 209,666 204,419 Gain on Foreign Currency Exchange rate 65,555 - 275,221 204,419

24.00 CONTRIBUTION TO WPPF & WF Tk. 1,353,426 30.06.14 30.06.13 Contribution this year @ 5% 1,353,426 781,141 1,353,426 781,141

25.00 INCOME TAX PROVISION ( CURRENT TAX) Tk. 2,725,328 Amount 30.06.2014 30.06.2013 On Operating Income @ 15% 17,784,467 2,667,670 3,239,816 On Non-Operating Income: Profit on Sale of Assets @ nil rate% 13,471,392 - - Interest on FDR @ 27.5% 209,666 57,658 56,215 31,465,524 2,725,328 3,296,031

- As per Section 32(5)(b)(1) of ITO 1984 income tax rate is nil on Profit on sale of assets.

26.00 INCOME TAX PROVISION ( DEFERRED TAX) Tk. 1,163,082

Opening balance 4,202,968 4,670,831 Closing balance 5,366,050 4,202,968

Addition/ ( Adjustment) during this year 1,163,082 (467,863)

27.00 BASIC EARNINGS PER SHARE (EPS): Tk.8.42 30.06.14 30.06.13 a. Net Profit/ ( Loss) after Tax for this year 23,180,100 12,794,643 b. Total Number of Share 2,752,750 2,752,750 Basic Earnings per Share [ Restated] ( a/b): 8.42 4.65 28.00 RELATED PARTIES TRANSACTION : In the period under review the company has transctions with related party in the normal course of business. The are follows: Related Parties Nature of Relations Nature of Transaction Balance as at 30.06.14 (Tk.) 1. Salek Textile Limited Common Director Accounts Receivable 8,238,043.99 Accounts Payable Nil 2. Knit Asia Limited Common Director Accounts Receivable 25,715,901.80 Accounts Payable Nil 3. JM Fabrics Limited Common Director Accounts Receivable 713,435.80 Accounts Payable 7,782,558.25

37

Annual Report 2014

RAHIM TEXTILE MILLS LIMITEDFIXED ASSETS SCHEDULE AS ON JUNE 30, 2014

Schedule -A-1 COST DEPRECIATION Written down Written downName of Assets Balance as Addition Adjustment Total as on Rate Balances as Addition Adjustment Total as on value as on value as on on 01.07.13 During the During the 30.06.14 (%) on 01.07.13 During the During the 30.06.14 30.06.14 30.06.13 Year Year Year Year Land & Land Development 14,165,873 179,500 14,345,373 - 0 - 14,345,373 14,165,873Factory Building 118,124,736 1,058,768 - 119,183,504 10 55,002,488 6,418,102 61,420,590 57,762,914 63,122,248Plant & Machinery 429,608,565 110,895,872 41,568,781 498,935,656 10 205,645,394 29,329,026 20,017,176 214,957,245 283,978,411 223,963,171Office Building 465,320 465,320 10 434,411 3,091 437,502 27,818 30,909Godown / Ware House 622,663 1,794,814 2,417,477 10 578,045 183,943 761,989 1,655,488 44,618Tubewell & Water Pump 5,295,170 150,000 5,445,170 15 3,421,628 303,531 3,725,159 1,720,011 1,873,542Electric Installation 17,688,521 17,688,521 15 10,811,237 1,031,593 11,842,830 5,845,691 6,877,284Furniture & Fixtures 1,406,411 24,600 1,431,011 10 904,187 52,682 956,870 474,141 502,224Crokeries & Cutleries 63,656 19,850 83,506 15 45,290 5,732 51,022 32,484 18,366Air Cooler & Celling Fan 1,724,060 259,628 1,983,688 15 1,134,435 127,388 1,261,823 721,865 589,625Office Equipments 2,924,839 352,718 3,277,557 15 1,841,843 215,357 2,057,200 1,220,357 1,082,996Loose Tools & Equip. 1,334,128 7,000 1,341,128 15 895,306 66,873 962,179 378,949 438,822Gas Line Installation 1,476,783 1,476,783 15 730,630 111,923 842,553 634,230 746,154Boundary Wall 1,581,312 574,000 2,155,312 15 1,446,550 106,314 1,552,864 602,448 134,762Other Machine & Equip. 3,329,014 3,329,014 15 2,123,018 180,899 2,303,917 1,025,097 1,205,996Generator 20,431,739 20,431,739 15 13,458,203 1,046,030 14,504,233 5,927,506 6,973,536Water Tank Reservoir 824,179 127,600 951,779 15 513,340 65,766 579,106 372,673 310,839Motor Vehicles 7,039,087 4,349,600 885,000 10,503,687 15 3,504,419 1,049,890 546,314 4,007,995 6,495,692 3,534,668Sub Total Tk. 628,106,057 119,793,950 42,453,781 705,446,226 302,490,424 40,298,142 20,563,490 322,225,077 383,221,149 325,615,632

REVALUATED FIXED ASSETS SCHEDULE AS ON JUNE 30, 2014

Schedule -A-2 COST DEPRECIATION Written down Written downName of Assets Revalued Addition Adjustment Total as on Rate Balances as Addition Adjustment Total as on value as on value as on assets as During the During the 30.06.14 (%) on 01.07.13 During the During the 30.06.14 30.06.14 30.06.13 on 01.07.13 Year Year Year Year Land & Land Development 78,760,479 78,760,479 - 0 - - 78,760,479 78,760,479Factory Building 18,710,765 18,710,765 10 7,662,245 1,104,852 8,767,097 9,943,668 11,048,520Plant & Machinery 18,939,733 - 2,368,194 16,571,539 10 7,631,132 894,041 1,141,102 7,384,070 9,187,469 11,308,601Boundary Wall 6,035,141 6,035,141 15 2,471,451 534,554 3,006,005 3,029,137 3,563,690Tubewell & Water Pump 3,405,891 3,405,891 15 1,394,746 301,672 1,696,418 1,709,473 2,011,145Sub Total Tk. 125,852,009 0 2,368,194 123,483,815 19,159,574 2,835,118 1,141,102 20,853,590 102,630,226 106,692,435Grand Total Tk. 753,958,066 119,793,950 44,821,975 828,930,041 0 321,649,998 43,133,260 21,704,592 343,078,667 485,851,375 432,308,067 Depreciation charged to : Amount Amount a) i) A i) Depreciation of cost of Fixed Assets charged to cost of production 38,980,212 ii) A ii) Depreciation of cost of Revalued Assets charged to cost of production 2,835,118 41,815,330 b) B ) Depreciation of cost of Fixed Assets charged to Profit & Loss A/C 1,317,930 43,133,260


32nd Annual General Meeting

39

Annual Report 2014

Rahim Textile Mills LimitedRegistered Office: 134 New Eskaton Road, Dhaka-1000, Bangladesh

Corporate & Share Office: Mehnaj Monsur Tower, House # 11A, Road # 130Gulshan-1, Dhaka

PROXY FORM

I/We -----------------------------------------------------------------------------------------------------------------------------------------------------

of --------------------------------------------------------------------------------------------------------------------------------------------------------

being a shareholder(s) of Rahim Textile Mills Limited and a holder of ----------------------------------------------------------------------- shares

hereby appoint Mr/Mrs/Miss ----------------------------------------------------------------------------------------------------------------------------

of --------------------------------------------------------------------------------------------------------------------------------------------------------

as my/our proxy to attend and vote on my/our behalf at the 33rd Annual General Meeting of the Company to be held on Thursday, December 18, 2014 at 9.00 a.m. at Trust Milonayaton, 545, Puraton Biman Bandar Sarak (Adjacent to Shahid Bir Shresta Jahangir Gate), Dhaka Cantonment, Dhaka-1206 and at any adjournment thereof.

Signed this -------------------- day of December, 2014 Afix Revenue

Stamp

Signature shareholder(s)--------------------------------- Signature of Proxy-----------------------------

Name of shareholder (s) --------------------------------- Name of Proxy --------------------------------Folio/BO ID No. Folio/BO ID No. of Proxy (if any):

Note: A member entitled to attend and vote at the Annual General Meeting may appoint proxy to attend and vote in his/her stead. The proxy from should reach the Corporate & Share Office of the Company not less than 48 hours before the time fixed for the meeting.

----------------------------------------------------------------------------------------------------------------------------------------------------------

Rahim Textile Mills LimitedRegistered Office: 134 New Eskaton Road, Dhaka-1000, Bangladesh

Corporate & Share Office: Mehnaj Monsur Tower, House # 11A, Road # 130Gulshan-1, Dhaka

Attendance SlipI hereby record my attendance at the 33rd Annual General Meeting of Rahim Textile Mills Limited being held today, the December 18, 2014 at 9.00 a.m. at Trust Milonayaton, 545, Puraton Biman Bandar Sarak (Adjacent to Shahid Bir Shresta Jahangir Gate), Dhaka Cantonment, Dhaka-1206 as a holder of ------------------------------------------------------- shares of the Company.

Signature of Shareholder/Proxy -------------------------------------------------------

Name of Shareholder/Proxy -------------------------------------------------------

Folio/BO ID No.

NOTE: Shareholder (s) attending the meeting in person or by proxy are requested to complete the Attendance Slip and hand it over at the entrance of the meeting hall.


Registered Office: 134, New Eskaton Road, Dhaka-1000

Head Office & Share Office: Mehnaj Monsur Tower House #11A, Road #130

Gulshan-1, Dhaka-1212Factory:

Shafipur, Kaliakoir, GazipurTel: +880-2-8832771-82, 8816128, Fax: 880-2-8828953

E-mail: [email protected], Website: www.rahimtextile.com

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