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Annual Report | 2014 @) Metro Spinning Limited The name you can trust for best Quality Yarn MAKSONS GROUP from field to fashion Corporate Office House # 17, Road # 06, Sector # 01, Uttara, Dhaka-1230, Bangladesh Tel: 8933 612, 8933 739, 8933740, Fax : 88-02-8933 656 Registered Office Ditkusha Centre, 28 Dilkusha C/A, Suite # 401 (4th Floor) Dhaka-1000, Bangladesh Tel: 7168 613-4, 9564 543, Fax: 88-02-9564 543, E-mail: info@maksonsgroup.com.bd, Web : wwww.maksonsgroup.com.bd PVC ctele las aL PP 4 Contents GENERAL CONTENTS >> Notice ofthe 1s** annual General Mesting, 5 > Corporate Governance Guidline 68 >> Introducing the Board of Directors 9 > Company Profile Ft > Message from the Chairman B >> Message from the Managing Director 15 DIRECTORS REPORT >> Report Presentation >> Annexure =I (status Report on Corporate Reporting) >> Annexure Il (Pattern of shareholding) >> Annexure = Il aie Reusmeof ects) > Annexure -IV [aud Commitee Report) > Annexure -V (auctor certificate of Compllance on Corporate Governance) >> Annexure - Va] [C£0& CFO's Declaton) > Annexure - VI (status of Cmplence withthe conditions impase by BSEC) > Annexure - Vi (Value Add Statement) > Annexure Vit (© Five Years Financial Highlights © Sales & Profitability Over S Years ‘© Sales & Production in Terms Of Quantity Over 5 Years © Earring Per Share > Minutes of 18% Annual General Meeting sess FINANCIAL REPORT > Auditor's Report >> Statement of Financial Position (salance see >> Statement of Comprehensive income (Proft& oes Account) > Statement af Changes in Equity > Statement of Cash Flow > Notes to the Financial statement > Proxy Form & 'SHAREHOLDER'S ATTENDANCE SUP & ageae 8 Be orate | SSION Statement Our Corporate Mission is to provide world class products to our valued Customers, maintaining high Ethical Standards while we conduct business. CORPORATE VISION We see Business as a means to the well being of Shareholders, Stakeholders and Society at a large keeping in line with the Nation's interest. (MISSION STATEMENT Our Corporate Mission is to provide world class products to our valued Customers, maintaining high Ethical Standards while we conduct Business. OBJECTIVE Our Primary Business Objective is to conduct transparent Business Operations within Legal and Social framework, aiming to attain the mission with qualitative/quantitative targets while we operate. FINANCIAL MANAGEMENT POLICY All Financial Policies like Investments, Dividend disbursement and other related Financial Policies are aimed to maximize the value of the organization within. CORPORATE FOCUS Our vision is to polestar to our mission that fulfils our objectives with emphasis on the quality of product process and services blended with good governance that help build the image of the most venerable corporate citizenship at home and abroad. ad ‘Metro Spinning Limited To All Shareholders Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies & Firms Dhaka Stock Exchange Limited Chittagong Stock Exchange Limited Sub : Annual Report for the Year Ended on 30 June, 2014. Dear Sir/Madam (s), We are pleased to enclose 2 copy of the Annual Report together with the Audited Accounts including Consolidated and Separate Balance Sheets, Income Statements, Cash Flow Statements for the Year Ended on 30 June, 2014, along with notes thereon of Metro Spinning Limited for your reference and record. Yours sincerely, (Mohd. Mohsin Adnan) Executive Director & Company Secretary @ Netw sing ini ls We at Metro Spinning Limited Strive 1 To provide top quality products at least possible price. 1D. To protect Shareholders Capital invested inthe company, ensuring highest return with promising growth, [To better compensate all our valued employees for they constitute as the backbone of the ‘management and operational strength forthe company. > To cooperate well with all the creditors and debtors who helped us in every manner whenever we need their assistance. The Banks and Financial Institutions who provide financial support the raw ‘material supplies, the utilities such as gas, power, water, etc; service providers and customers who buy our products by redeeming ther claim in time by making prompt payment and we, as @ company, have achieved this triumph by distributing products in due times to the customers. | To fufit our corporate social responsibilities towards the Government of Bangladesh by making regular tax payments, duties and claims by various public agences ke muniipaltes, port authorties, et. I) To be a responsible citizen as an entity for attaining socal order we devoid all sort of malpractices anti-environmental behaviors, unethical and immoral activites and coruptive dealings. | To practice good corporate governance in every aspects of activities covering intra alias by not being limited to disclosures and reporting to shareholders through holding AGM regulary, by distributing dividends and other benefits as much a5 possible from our Company's end to the Valued ‘Shareholders, Reportng/ Dissemination of Price Sensitive Information, et. 1 Toprovde equaty to al races, religion and discourage gender discrimination n terms of operating inthe Industry. To avail an environment free from pollution and poisoning for al citizen. To achieve a millennium development goal for the Human Civilization existing and for our future {generation atthe same time. Dee uer “Metro Spinning Limited has adopted the Ten Principles of the Global Compact intated by the United Nations Secretary General. They are discussed below: Human Rights: (1) Our Business Operation fully supports and takes necessary measures forthe protection of the internationaly proclaimed Human Rights within its sphere of influence; and (2) The Management has made sure that the responsible authorities involved in lfferent Business segments are not complicit n Human Rights abuse. Labor Standards: (3) Our Business operation upholds the freedom of association and effectiveness recognized for the rights to callectve bargaining, (4) We do not practice any forms of forced or compulsory Labor, (5) We practice effective abolition of Child labor and (6) Weeliminate discriminatory acts in respect of Employment and Occupation Environmental lsues: (7) Our Business supports a precautionary approach to environmental challenges, (8) We undertake initiatives to promote greater environmental responsibilities; and (9) We highy encourage the development and diffusion of environment friendly technologies Ethical Standards: (10) We are proud to announce that our Business operates against al sort of corruption in all respect, including extortion and bribery. @ new iin inies Tega Plo! Notice of The 19** Annual General Meeting Notice is hereby given that the 19** Annual General Meeting of the Shareholders of Metro Spinning Limited will be held on Tuesday 30 December, 2014 at 10.00 am at the Maksons Group Conference Hall (Situated at ‘Maksons Spinning Mills Ltd., Holding # 87, Ward #S, Block #B, Shahid Minnat Ali Road # 4, Gouripur, Ashulia, Savar, Dhaka) to transact the following Business: ‘Agenda- 1: To Confirm the Minutes of the 18t" Annual General Meeting held on Monday 30 December 2013, ‘Agenda- 2: To Receive, Consider and Adopt the Audited Financial Statements of the Company for the Year Ended on 30 June, 2014 and Report of the Auditor and Director thereon for the said Year. ‘Agenda- 3: To Declare Dividend, ‘Agenda 4: To Elect Directors. ‘Agenda-5: To appoint Independent Director ‘Agenda- 6: To transact any other Business of the Company with permission of the Chai BY ORDER OF THE BOARD OF DIRECTORS. MOHD! MOHSIN ADNAN Company Secretary & Executive Director Place & Dated: Dhaka - 30 October 2014 Notes: 1. A Shareholder is entitled to attend and vote at the meeting, may appoint a Proxy to attend and vote instead of him/her. The Proxy form, a specimen of which is enclosed, is must affixed with a requisite Stamp and must be submitted to the Corporate Office of the Company, not later than 48 hours before the day of the Annual General Meeting. 2. The Record Date shall be on Monday, 17th November, 2014. The Shareholders, whose names will appear in the Depository Register on that date, will be entitled to attend at the Annual General Meeting. 3. Shareholders are requested to submit their quires on the Directors’ Report and Audited Accounts, if any, at the Corporate Office of the Company by Saturday, 27 December, 2014. 4, Members ate requested to notify change of addresses, if any, to the Company. @ New ining ines Gti ead ees Caan Corporate pape | GOVERNANCE Corporate Governance involves decision-making process forall corporate bodies as an on going concern for the benefit of the whole race existing and for the future. These decisions may be categorized as policy and strategic, operational and executing, performance and evaluation and sharing of accretion assets between present and future cohorts. The involvement ofthe entrepreneur in all these area invokes decision making governance on a continual basis. The degree of involvement being a variable with the extent of delegation of authority top down and reporting for accountability bottom up of the management is a requirement, The Board of Directors, Executive Management Authority and Operational participants inclusive of workers and others share these aspects of governance in order to fulfill the common goal that converges in increasing the benefit of the stakeholders at the highest level. Till this time the entire corporate governance efforts are blended with "Good Governance Practice” as ethically and morally acceptable standards under a given socio political environmental phenomenon as per societal need we operate and exist with consistency. Corporate Governance is key to its sustenance, Good Corporate Governance is key to successful sustenance. Our Corporate. Governance i as follows: BOARD OF DIRECTORS Constitution The Board of Directors, top Management echelon, consisting ofthe founder entrepreneurs/ successors and the inclusion of an Independent Director, provides the policy and strategic support and direction for the entire range of the corporate activities ‘The Board of Directors consist of SEVEN (7} Members including the Independent Director with varied educational qualification and diversified experience, provides a balancing character inthe decision making process. As the Board is reconstituted every year before each Annual General Meeting when one-third of the members retires and seeks re-election A director is liable to be removed ifthe conditions ofthe Articles of Association and if the provisions of the Company Act 1994 are not fulfilled Roles and Responsibilities: The main role ofthe Board of Directors, considered the highest authority n the Company, i to provide general superintendence, ‘oversee the operations and control the affairs of the Company through appropriate delegation and accountability process va the chain of command. The Board of Directors however, holds the utimate responsiblity and looks out forthe Shareholders interes. They ao look out forthe best interest ofthe Stakeholders, the society at large including the country’s overall benefit in terms of ‘economy, The Board of Directors in respect of fulfilling its fll responsibilities holds periodic meetings, at least once a quarter and delves appropriate decisions and gives directions to the Executive Management body. Such meetings usually are based on ‘operational performances, financial esuts, and review of overall allocated and actual budget, capital expenciture, and proposals. for BMRE or new project/division/ product lines, collection of funds through isuance of shares or borrowing, procurement of raw materials, plant and machineries, pricing of product discounts, recrultment, traning and promation of officers, approval of aueited accounts and distribution of dividends and other interest of the stakeholders including the employees and workers. The Board of Directors takes special cae in designing and articulating productivity and compensation plans of the employees and workers. Company employees are rewarded appropriately onthe basis of quantity measures and quality of performance as an incentive, The Board also remains responsible for removal of operational hazards towards their life and care regarding their well being of heath, provided friendly and cordial work environment and favorable socal relation as demanded by a good citizen ‘operating a a separate business entity in a country like Bangladesh, ‘Management Committee Comprising top executives, deal with entre organizational matters. Standing Committees Audit Committees "= Internal Audit Committee "= Social / Environmental Committee "Performance Evolution Audit Committee @ new iin inies GEE 1 Management comnts * product Pann & Dope Connie * cliy Conte & Reseach Contes 5 out diner MenageertConmitee Sport rematon Conite Relationship with Shareholders and Publ ‘The shareholders as owners of the company are to be provided with material information of Company operations such as ‘st Quarter, Half'yeary, 3d Quarterly unauclted and Annually audited financial statements published and distributed prior to and on the day of AGM. The Company Secretary, in this regard, outlined some routine services according the prevailing rules and regulation and guide line of regulatory authorities. The Board is however obligated to the Shareholders forthe publication of any Price Sensitive Information as per SEC Regulations. In order to better comply with allthese responsibiities a qualified and efficient Company Secretary have been working diligently. Relationship with Government: In its role on accountability to the government, the Board of Directors have to ensure up to date payment ofall dues of Governmental Fees in the form of Import Duty, Custom Duty and Port Charges, VAT, Corporate Taxes and other tariffs. In. case these fees are pending, on the basis of actual operations, itis then vital to make sure that corruption is avoided with highest priority. These practices have enabled the Company to enhance its contribution to the National Exchequer on a progressive rate since its commencement and are committed to do so in future. Relationship with Financiers/Bankers ‘The Board oversees the financial transactions and ensures that those who are the lenders are being well taken care of and treated wel, as per commitment, to meet Companys obligation to the lenders without making any default. Relationship with Supplies: As the Company has to import plant and machinery and almost all the raw materials from abroad, therefore the company ‘makes sure thatthe international supplies are well communicated at all times. Adltionally the company maintains cordial and mutually beneficial interest with its local suppliers. This has enabled the company to attain reduced number of legal disputes in both the international and local courts and thus enhanced the Companys illustration as a superior cient to supplies. Corporate Social Responsibilities (CSR): As Corporate Social Responsbility is a mandatory part of any atifcial entity 2s per Company law. Now being a public limited company the stake at ths point is higher. The Board of Directors realizes ths fact and concentrates on the Corporate Socal Responsibities (CSR) activities especially inthe areas outined below: 1) Encourages Gender equality within organization structure, 2), Discourages Racism within the workplace, 3), Demoralizes Religious distinguishing trend, 4) Highly discourages Chldlabor inthe facty layout locations, 5) Exercises Human Rights policy seta interal level, {6}, else voice from time to time fr emiting Environmental Pollution and aso avoids operating on such values, and 7) Aiming to capitalize high on Social Marketing and Social Welfare activities even more in futur. 8) Equal Employment Opportunity providing employer. GEE ‘Audit Committee of Board: The Board of Directors has constituted an Aueit Committee of the Board consisting of Three Directors and two other ‘members. The Audit Committee is headed by the Independent Director Mr. Halder Ahmed Khan, FCA and companying him the other members are respectively Mrs. Laila Ali (Director), Mr. Md. Ferdous Kawser Masud (Director Finance), Mr, Mohd. Mohsin Adnan (Executive Director & Company Secretary) and Mr, Younus Bhuiyan (CFO & GM-Finance & Accounts Department) ‘The Audit Committee carries out its responsibilities as per the provisions of law and subsequently submits its report tothe Board of Directors in stipulated time. The Audit Committee synchronizes with the Internal and External Auditors as and When required. The Audit Committee ensures that adequate internal check & balance is maintained by adequate ‘Management information System that isin place for detection of errors, frauds and other deficiencies. Other responsibilities comprise of inter alia, not being limited to, the anticipation of conflict of interests between the Company and its Directors, Officials, Customers, Suppliers, Government and any other Interest Groups, that may be present, and detect or eliminate possibilities of internal trading of the Company's stocks, which is strictly considered as a ‘malpractice within the scope of compliance issue . The Audit Committee guarantees SEC and other Agencies, relevant, compliance issues as regulations and requirement. Auditor: The Audit partner that we are strategically aliance with adds significant amount of value to our Company goodwill, since they are well reputed in the Market for their commendable work efficiency and well recognized as a compliant Audit. Partner. Our Aucit Partner is Ahmad & Akhtar Chartered Accountants Introducing the Board of Directors Mr. Al-Haj Abdul Ali Mr. Mohammad Ali Khokon Chairman Managing Director = =< nd DA Mr. Mohd. Showkot Ali Ferdous Kawser Masud Deputy Managing Dieter Dieter Finance Mr. Haider Ahmed Khan, FCA Mr. Habibur Rahman Mollah, FCA Director (dependet) Director independent) Metro Spinning Limited Senior . Executives ¥ p) Mr. Mohd. Mohsin Adnan ‘Mr. A.K.M. Wahiduzzaman_ tree eet Comp ey resect ste Ai Mr. Mohd. Aslam Parvez Mr. Abdul Jalil Sheikh Sener Mange (Commerce & Baking) Genera Manager (ain 8) ‘Mr. Mohd. Younus Bhuiyan Chit Fnacil Ficer ‘Metro Spinning Limited Company Profile REGISTERED OFFICE CORPORATE & SHARE OFFICE LOCATION OF FACTORY YEAR OF INCORPORATION AUTHORIZED CAPITAL PAID-UP CAPITAL LEGAL STATUS BANKERS & FINANCIAL INSTITUTIONS INSURERS AUDITOR BRAND VARIETY CAPACITY PRODUCTION POU en sere Dillusha Centre, 28, Dilkusha C/A, Suite # 401 Dhaka-1000 House # 17, Road # 6, Sector # 1, Uttara Model Town, Dhaka-1230 Kornogoph, Rupganj, Narayanganj (On Dhaka-Narasingdhi Highway) 1993 Tk100,00,00,000.00 (One Hundred Crore) Tk. 57,60,81,000.00 (Fity Seven Crore Sity Lac Eighty One Thousand) Public Limited Company Listed with Dhaka Stock Exchange Limited & Chittagong Stock Exchange Limited. (on March 14, 2002) SOUTHEAST BANK LTD- Principal Branch, Dilkusha, Dhaka. MUTUAL TRUST BANK LTD.-Principal Branch, Motifieel, Dhaka JAMUNA BANK LTD, - Dilkusha Branch, Dhaka, BAY LEASING & INVESTMENT LIMITED-Motijhee! C/A Dhaka. PROGATI INSURANCE LTD. NITOL INSURANCE CO. LTD. ASIA INSURANCE CO. LTD. CONTINENTAL INSURANCE LTD. ‘AHMAD & AKHTAR CHARTERED ACCOUNTANTS 39, DILKUDHA (4TH FLOOR) MOTIJHEEL C/A, DHAKA - 1000 KANGAROO & CROCODILE 20 TO 80 COUNT OF 100% COTTON YARN 34,872 SPINDLES 4.5 Million KG Annually (Rated Capacity) OOO Mr. Al-Haj Abdul Ali Chairman a?) eee Agnual Report | 2014 Chairman's Message Dear Shareholder, Assalamu Alaikum, Dear Shareholder, Its an honorable gratification for me to welcome you all to 19th Annual General Meeting of Metro Spinning Limited and to present before you the Annual Report, Auditors Report, which includes the Audited Financial Statement and the Director's Report for the year ended 30 June 2014. Despite various adverse business conditions such as high inflation rate, scarcity of power, fluctuation in the raw material price, high utility cost, infrastructural deficiencies in fuel, power, gas and last year's politcal unrest etc. even more ‘tougher, the company achieved marginal considerable level growth in production, sales and profit. ‘While presenting the Annual Report for the year 2014 , | would like to highlight few features of our operations rendered Which would require your consideration. As part of the industry is export-oriented therefore its operations are exposed to the open confrontation in the International Market which has resulted with Economic Depressions in all over the world. We must therefore be prepared to continue delivering our best efforts for maintaining the standard operational levels without hampering the mutual interest of our workers, employees, investors and stakeholders. This would obviously comprise the strategic policies set for plough back the profit margin lost in the previous years. In view of the prevailing situations in the recent past, | would like to request to our valued shareholders to look into our policy ‘operations rationally and then stand by the board of Director's polices to with-stand the grave threats that have been facing up in the recent past and also to lend a hand to overcome the after-effects. | would like to assure you that, our hard efforts to increase the shareholder's interest will continue as before. Our efficient management and skilled workforce stand the main driving force of the company. We are confident of our ability and team spirit; itis due this prudent management we had decided to expand our capacity to cater a bigger market. On top of this, the company is trying to increase export/sales by utilizing latest machineries & technologies and ensuring quality which we believe is our main motto and to materialize this motto we need to undertake modernization & expansion program in near future with due declaration and your approval ‘The company was able to continue with its stable volume of revenue and profit with the reputation of quality product despite adverse situation prevailed in the sector. | would personally want to show my utmost gratitude to all the valued shareholders as well as Government and its different agencies for the support and mutual aids given to us so far, Now let us all move ahead to greater future through innovation, achieving excellence in service. Thank You (Al-Haj Abdul Ali) Chairman Mr. Mohammad Ali Khokon Managing Director Metro Spinning Limited EMC I WSse 2 Dear Shareholder, Assalamu Alaikum, ‘At the outset, | would like to extend my deepest gratitude for your relentless support to the company. As in the previous years, the meeting provides me an unique opportunity to share and exchange our views and thoughts on the performance of your company of the past year and the potentials and possibilities for going forward. | am pleased to present a brief summary of Metro Spinning Limited's performance and the major achievements of the company during ‘the year under review, ‘The Textile industry in Bangladesh is the most important sector, Itis the largest employer in the country. The export earnings from readymade garments (RMG), knit products and other textile items constitute about 80% of the total export products of the company. About 90% of the domestic requirements for cloth are met by local production. The local spinning factories also meet the substantial portion of demand of yarn by the textile & knitting factories. There is still a short fallin the supply of quality yarn which is met through imports. The spinning industry is fully dependent on import of raw cotton, the main raw material. Occasional ups & downs in the price of raw cotton in the international ‘market puts this industry in stalemate, The future prospect of the spinning industry in our country no doubt is bright. ‘There is stil a gap between the demand and supply of yarn. Readymade garments & knitting factories are labor - intensive and the cost of labor is still comparatively lower in Bangladesh than other major readymade garments exporting counties. To take advantage ofthis lower cost of production, new readymade garments and knitting factories are being set up in Bangladesh by both local and foreign investors. Increase in the volume of exports of readymade garments and knit products will lead to the increased demand for local fabrics. Moreover, with the increase in the population and par-capita income, the domestic demand for cloths will continue to increase. So, the demand for the yarn will remain increasing with the increase in the demand for cloths/fabrics for export and domestic markets. Ifthe capacity for production of yarn is not enhanced, the shortfall will have to be met by import involving huge amount of foreign exchange. All these indicate to an encouraging future forthe spinning industry Dear Shareholders, the export sector is potentially the most vulnerable one in Bangladesh since it depends heavily on U.S and EU economics, The textile industry accounts for over three quarters of export earnings and depends almost entirely (on U.S and EU markets. So, the global buyers especially rom U.S and EU consider Bangladesh as one of the lucrative apparel sourcing destinations, Besides, in terms of the global competition both for fine quality and competitive price Bangladesh export industry has shown positive and cost effective response. @ Netw sing ini GEE CONSOLIDATED BUSINESS (OPERATION) RESULTS Despite various adverse business conditions such as high inflation rate, scarcity of power, fluctuations in the raw material price, high utility costs and last year's politcal unrest etc in particular, the company achieved an impressive growth in production, sales and profit. and the state of seriously affected by the main competitors, your company was able to continue with its reasonable volume of sales during the year. Operation of your company of this year is almost near to previous year. | would like to inform you that despite different threats and difficulties, especialy inthe Textile Sector, our operations were uninterrupted and continuous without facing any significant loss. This is possible by dint of continued efforts of every single member of your company. On the other hand, we have strong backward and forward linkage support, newly added machineries in the production line and have excellent customer relationship built up. Full details ‘may be found later in the Annual Report; here Iwill only summarize our business outcome For the Year 2013-2014 Consolidated Sales amounted to Tk. 92.34 Crore; consolidated Gross Profit stood at Tk. 24.48 Crore and consolidated Net Profit summed to Tk. 3.74 Crore forthe Year Ended on 30 June, 2014, DIVIDEND POLICY OF YOUR COMPANY From day one it was our sincere desire to payoff dividend to our valued shareholders and that end in view, thanks to almighty Allah, we have been able to maintain it till now. Keeping in view with the performance of the company, the board of directors recommended 5% Stock Dividend (ie. 25 Bonus Shares for every 500 shares} for the year ended on 30 June, 2014. HUMAN RESOURCE ‘We recognize and maintain that the skills, motivation and commitment of our employees remain amongst the most important factors in our success story. We foster these qualities through a human resource policy that is committed to training and development, The company avays believes in policy of development & promotion from inside whenever possible. An excellent relationship between management and employees always exist in our company, which is proper, unbiased and welfare oriented human resource policy of the Company which ultimate results with increase of production & quality. licates We again ensure you all that, in order to protect the interest of all of us, we shall leave no stone unturned for better future, We reiterate our commitments to do the best to retain our leadership in the corporate world of Business. May Allah Grant us success! ‘Thank you (Mohammad Ali Khokon) Managing Director Metro Limited @ wi spiming ini Annual Report|2014 Director’s Report Director’s Report FOR THE FINANCIAL YEAR ENDED ON 30 JUNE, 2014 Dear Shareholders, In terms of provisions of section 184 of the Companies Act 1994, Rule 12 (and the schedule there under) of, the Securities and Exchange Rules 1987 and IAS - 1 (International Accounting Standards - 1) codes as adopted by the Institute of Chartered Accountants of Bangladesh (ICAB), It is the pleasure of Board of Directors to submit its Report to the Shareholders for the Year Ended 30 June, 2014 in the following paragraph PRINCIPAL ACTIVITY ‘The Principal Activity of the company in the period under review was that of production and sales of high quality 100% Cotton Yarn through export. OPERATIONAL ACTIVITY ‘The Company's installed Production Capacity during the Year 2013-2014 remained same as previous Year, which is 34,872 Spindles. The production during the Year for Unit-1 & Unit-2 was 3,205 M. Ton which is 169 'M. Tons (5.71%) higher than the previous Year. During the Year under review the Company was able to make Sales of Tk. 92.34 Crore, which is also Tk. 7.39 Crore (8.70 %) higher than the Previous Year. Net Profit before Tax is Tk. 5.87 Crore which is Tk. 2.02 Crore higher than the previous Year. WORKING/OPERTING RESULTS ‘The Working/Operating Result of the Company for the Year under review is as follows: PARTICULARS ‘As on 30.06.2014 ‘As on 30.06.2013 Turnover 923,490,138 849,573,092 LESS: Cost of Goods Sold 678,610,729 616,373,268 Gross Profit 244,879,409 233,199,824 LESS: Operating Expenses 183,172,574 192,771,153 Operating Profit 61,706,835 40,428,671 ADD: Other Income 3375, 5,700 Net Profit before WPPF 61,710,210 40,434,371 LESS : Contribution to WPPE 2,938,581 1,925,446 Net Profit before Tax 58,771,629 38,508,925 LESS: Provision for Tax 10,176,992 6,167,850 Retained Earnings 48,594,637 32,341,075 as GEE 1.5 (XVII) Significant deviations from the last year's operating result and its reasons Particulars Reon ‘Aeon | Deviation Reasons 30.06.2014 30.06.2013 Increase [Decrease Turnover 923,490,138 49,573,092 El |p | Con of Good Sold erssio.ns 616373268 e22a7si_| 8.7% because of production Gross Profit 244,879,409 233,199,824 1a679ses || increased by 5.71% in | Operating Expenses 183,172,574 | 192,773,153 amen sro | acer epee ved zl Operating expenses decreased Operating Proft 61705835 40428673 24,278,164 || remarkably in comparison to the other neome 3.575 5,700 (2.325) | previous year. NetPro before WPF 61,710,210 40434372 21,275,839 | contibution to WPPE 2,988,581 1925 446 44,013,135, Net Pro before Tx 58,771,529 38,508,925 20,262,708 [Presi for Tax 10,176,992 6,167,850 4,009,242 Fetaned Earnings 48594637 | _32,341,075 16,253,562 FINANCIAL RESULT AND APPROPRIATION The presentation herewith of the comparative financial results of the Year under review (2013-2014) and the immediate Past Year (2012-2013) is provided below for you. Also recommendations have been placed before you for appropriation of the Profits generated during the Year under review: PARTICULARS Figure in '000°Tk. 2013-14 | 2012-13 Net Profit before Providing Income tax 58,771 38,508 ‘Add: Previous Adjustments 3,843 4,086, ‘Add: Profit brought Forward from Previous Year 74413 85,637 Profit available for Appropriation 137,027 | 128,191 Recommended for Appropriation Less: Transfer to Tax Provision (10,176) (6.168) Less: Dividend (2371) | (47,610) Less Prior adjustment of deferred tox (4,163) Un-appropriated Profit Carried Forward 70,317 74a DIVIDEND PROPOSED Your company has earned Net Profit before Tax to the extent of Tk, 5.87 Crore and Retained Earnings of Tk. 4.85 crore, Keeping in view with the performance of the company, the Board of Directors recommended 5% Stock Dividend (ie. 25 Bonus Shares for every 500 shares) for the year ended on 30 June 2014. The same is being placed before you for your approval CONTRIBUTION TO NATIONAL EXCHEQUER During the Financial Year under review the Company has contributed an amount of. Tk. 8.2 Million to National Exchequer 1s Value Added Tax, Custom Duty and Income Tax. DIRECTOR'S RETIREMENT AND THEIR RE-ELECTION. In accordance with Article Nos. 124 & 125 Section 91(2} of Company Act 1994 Mr. Mohd. Showkot Ali, Deputy Managing Director and Mr. Mohd. Ferdous Kawser Masud , Director Finance both are due to Retire by rotation from the Board of Directors and being eligible offer them for Re-Election, Board of Directors have re-elected both the Directors forthe next term. ‘APPOINTMENT OF AUDITORS ‘The Retiring Auditors Ahmad & Akhtar Chartered Accountants - 39, Dilkusha (4th Floor) C/A Dhaka - 1000, Bangladesh have expressed their willingness to continue with us being eligible they have offered their service as Auditors of the Company through Reappointment for the Financial Year 2013-2014, The Board of Directors has decided to appoint ‘Ahmad & Akhtar Chartered Accountants as Statutory Auditors of the company for the term until next Annual General Meeting subject to approval of Shareholders, CORPORATE GOVERNANCE Corporate Governance is the system through which the Company is directed, guided and controlled by the Board, keeping in view with its accountability to the shareholders, Now in accordance with the requirement of the Securities and Exchange Commission, "Corporate Governance Compliance Report” is also annexed. Additionally, the Status Report that is required to be presented by the Company in pursuance to Notification No, SEC/CMRRCD/2006/-158/Admin/02-08 of 20 February, 2006 issued by Securities & Exchange Commission is attached as Annexure-1. MARKETING STRATEGY ‘Adopting the Marketing Theory, the 4P's consideration is noteworthy; Price, Place, Promotion and People. We consider that People and Place are Company internal factors and conversely Price and Promotion are external variables which can alter as well depending on market situation, However, our marketing strategies are laid before you. ® Price is an important determinant in terms of sourcing a product. On the other hand Price tool is not controllable but can be realized. Coping up with the changing price by making necessary adjustments, is always a smarter idea to procure and produce quality products. Our primary objective is to market quality products to buyers at competitive price through effective procurement. ® Place or availability of quality products at buyer's doorstep is required. In time delivery within projected lead- time and early delivery also increases good will of the company and at the same time adds value. % Promotion is an active marketing tool that needs highest emphasis in now days marketing operations. Having a proper marketing planning or promotional plan is required in order to survive in the competitive environment sustaining worldwide, Establishing good relationship with buyers located both home and abroad is vital, Our objective behind this strategy is to stand on the building block of trust and faith laid through competitive promotional activities. % People are the most important asset for us. Our aim is to make our buyers feel that we are always standing next to them in all shapes and at all situations, Nevertheless we consider our people as our company partners not as ‘employees. We value our shareholders, stakeholders, investors and also partners/ employees. Through earning their commitment and dedication we make sure that our company serves better and the best to the market, It is vital to realize that alongside with price, quality; in time delivery within shortened lead time and technical cooperation with buyers are all key elements that play progressively more chief functions in modernized marketing era ‘We have intensified our efforts to sell to our target customers and have achieved significant breakthrough even in this competitive situation, We are at a faster pace expanding our customer base by adding several new highly successful buyer to our list of customers. On top our strong focus on differentiation, innovation and value addition have so far strengthened our marketing team and expanded our product development activities through R&D. Our continuous efforts to deploy new marketing strategies and tactics for quality based demonstration rather than volume based sales hhas so far led to significant reduction in terms of facing unnecessary competition. @ ve syn inet ‘SHAREHOLDERS POISE You, the valued shareholders retained solid confidence and laid trust on us throughout the previous years and it is our firm believes, that you will continue to do so in years to come. Now we know, through operational experience that the key element in upholding to the shareholders confidence is to deliver consistent business performance, show competitiveness and renovation, and finally deliver competitive results in the industry. | decisively have realized that we have attained. INNOVATION & EXPANSION- TAPPING TO THE FUTURE While faced up with adverse variables, explained earlier, your company was keen to adapt and deploy new strategies and lay greater emphasis on innovation in the textile sector. To cope with this pace in harmony with modern textile world, we are continuing the modernization program of our plant and machineries. Additionally extensive marketing plan deployment, recruitment of best capable and qualified employees were undertaken and new machineries were also installed in order to ensure better and increased production, This will enable new and improved quality products made available for both local and international market gaining competitive edge in the Industry, HUMAN RESOURCE ‘We recognized that the skills, motivation and commitment of our employees remain amongst the most important factors in our success story. We foster these qualities through a human resource policy that is committed to training and development. The company always believes in policy of promotion and development from within whenever possible. An excellent relationship between management and employees always exist in our company, which indicates proper, Unbiased and welfare oriented human resource policy of the Company and increase the production & quality. MANAGEMENT APPRECIATION ‘The Board of Directors record with deep appreciation the performance of the Management, the officers, staff members and employees or partners; whose relentless efforts helped company to minimize the natural and unnatural adverse factors of Production and Marketing throughout the country and the world as much as possible. It is expected that the employees and the management team will have to continue to improve the results or outcomes for the best interest of the Shareholders and Stakeholders, whose unswerving trust in the Management has always been an inspitation to the Board of Directors. The Directors humbly want to express their gratitude and acknowledge the cooperation and tunflinching support it has received so far from various agencies including the Securities and Exchange Commission, Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited, National Board of Revenue and other Public ‘Agencies and Private Sectors. However, we are confident, that with your understanding and support we will continue to build on our capabilites for sustainable high performance in future. Finally we pray to almighty Allah for the bright future of the company and our valued shareholders FOR AND ON BEHALF OF THE BOARD OF DIRECTORS. (AL-Haj Abdul Ali) CHAIRMAN Metro Spinning Limited GEE Status Report required to be presented by the Company in pursuance to Notification No, SEC/CMRRCD/2006- 158/Admin/02-08 of 20 February, 2006 issued by the Securities & Exchange Commission. ANNEXURE-1 CORPORATE REPORTING ‘The Company has complied with all the requirements of Corporate Governance as required by the Securities and Exchange Commission. ‘Accordingly, the Directors are pleased to report the following ‘a. _ Related Party Transactions are depicted in Note No. 29 in the Notes of Accounts. b. The remuneration of Directors have been shown in Note No. 30 in the Notes of Accounts. ‘c. The Financial Statements together with the notes thereon have been drawn up in conformity with the Companies Act, 1994 and Securities and Exchange Commission Rules, 1987. These statements present fairly the Company's State of Affairs, the result of its Operations, Cash Flow and Changes in Equity for the Year Ended ‘on 30 June, 2014, d. Proper Book of Accounts of the Company has been maintained, ‘e. Appropriate Accounting Policies have been consistently applied in preparation of the Financial Statements and that the Accounting estimates are based on reasonable and prudent judgments. {The International Accounting Standards, as applicable in Bangladesh, has been followed in preparation of the Financial Statements. The systems of internal control are sound and have been effectively implemented and monitored, h. There are no significant doubts upon the Company's ability to continue as an ongoing concern, i. The key Operating and Financial Data for the last Five Years is Annexed. j. The pattern of Shareholding is also annexed. k. The Internal Control System is sound in design and effectively implemented and monitored. The number of Board Meeting and Attendance of Directors during the Financial Year 2013-14 is provided below. BOARD MEETING 1s oF onecTon rosmon wee WEE ‘AL-HAJ ABDUL ALI ‘CHAIRMAN 4 4 MOHAMMAD ALI KHOKON MANAGING DIRECTOR 4 4 MOHD. SHOWKOT ALI DY. MANAGING DIRECTOR 4 4 MOHD. FERDOUS KAWSER MASUD DIRECTOR (FINANCE) 4 4 MRS, LALA AL ofecTOR 4 4 MD. NURUL HAQUE, FCA INDEPENDENT DIRECTOR 4 z HAIDER AHMED KHAN, FCA INDEPENDENT DIRECTOR 4 z MOHD, MOHSIW ADNAN ECUTNEDAECTOR COMPAW SECRETIN’ 4 4 vouNs EHuvan CHE FACIAL OFFER 4 4 Note: Me: Habbur fahman Mah FCA Ras ben Appointed 35 Independent Director by Boas on 30102018 subject Approval of shareholder in 8th AGM) ‘Metro Spinning Limited GEE (MANAGEMENT COMMITTEE ‘The Management Committee of the Company comprises of the following, vate besienaron ww COMMITEE MOHAMMAD AL! KHOKON: ‘Managing Director Chairman ‘MOHD, SHOWKOT ALI Dy. Managing Director Member MOHD. FERDOUS KAWSER MASUD Director (Finance) Member ‘MOHD. AMJAD ALI BADAL Director (Procurement) Member MOHD. MOHSIN ADNAN Evecutive Director & Company Secretary Member (MD. ASLAM PARVEZ ‘Senior General Manager Member ABDUL JALIL SHEIKH General Manager (Admin) Member Secretary PURCHASE COMMITTEE ‘The Purchase Committee of the Company comprises of the following: vane DesraTON a TON MOHAMMAD ALI KHOKON ‘Managing Director Chairman MOHD. SHOWKOT ALI Dy. Managing Director Member MOHD. FERDOUS KAWSER MASUD Director (Finance) Member MOHD. AMJAD ALI BADAL Director (Procurement) Member ‘MOHD. MOHSIN ADNAN Executive Director & Company Secretary Member MD. ASLAM PARVEZ Senior General Manager Member Secretary Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and ‘their spouses and minor children 1.4 (k) = =< re iow mow ‘Al-Haj Abdul Ali Chairman Late Ayesha Begum ‘Mrs, Laila Ali ‘Mohd. Ferdous Kawser Masud ‘Mohammad Ali Khokon ‘Managing Director ‘Mrs, Laila All ‘Sanjid Hasan Amit ‘Navil Hasan Norit ‘Mohd. Showikot Ali Director (OMD) ‘Mrs. Shameema Nasrin | Nagib Hasan Ornob_ Joyria Sabrin Ornima_ (Mohd, Ferdous Kawoer Masud Director (OF) Polly Yasmin (Mohd. Tausif Kawser Tasniya Muntaha re Lata Dtecor | Mohanmad Alaicn | Sand Hasan Ant | Naa Hasan Nat Mohd Moki Adnan ESE HRSOTE aan Oa——_| Tain "ai an Mba Younes Bhan | Ch Francia fier | Ws Shanna Mite | ShuhalSadman | hala | We Zab Nahar Head ieal u &D6 Hannu Rasid | ha sid ‘intact GEE Executives: Top five salaried employees of the company other than the Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer and Head of Internal Audit 1.4(k) (iv): [= NAME DESIGNATION DEPARTMENT 1 | MAK, Wohiduzzaman Executive Director Estate & Adin 2 Mr Mohd, Aslam Parvez ‘St General Manager Commerce & Banking 3M Abdul Jalil Sheik General Manager ‘Admin & Estate 4 Mr Prodip Kumar Sen Deputy General Manager Marketing 5 Mr Golam Faruge Deputy General Manager Production & Quality ANNEXURE - 2 PATTERN OF SHAREHOLDING AS ON JUNE 30, 2014 Shareholding in terms of Holding of Shares by Shareholders for the Year Ended on 30 June, 2014 Classified as follows. ANGE OF wouDINGs uuen oF nen oF encomase 1 Ben OF SARS SvARENOLOERS suas or Hane CAPIAL Below 500 4078 545,170 1 500 to 5000 5,673 11,413,684 20 5,001 to 10,00 649 5,508,279 10 2,0001 to 20,000 347 5,229,938 9 20001 to 30,000 105 2,568,797 4 30.001 to 40,000 46 11534357 3 40,001 to 50,000 30 1,203,540 2 50,01 to 100,000 54 2,233,631 4 100,001 to 1000,000 34 8,936,192 16 1000,001 to above 9 18,434,513 2 11,025 57,608,100 100.00 Shareholders list for the Year Ended on 30 June, 2014 Summarized as follows. ‘arecony Tora swarewowoens | Tow sumeno.ome | PERCENTAGE (8) sponsor 8 15,101,252 26 Financial institution 203 10890592 19 General Public 10814 31,616,356 55 1005 57,608,100 100.00 Annual Report| 2014 PAID-UP-CAPITAL STRUCTURE = SPONSOR '= FINANCIAL INSTITUTION = GENERAL PUBLIC 15101252 31616256 ‘10890592 ‘The aggregate number of shares held by Parent/Subsidiary/Associated companies and other related parties (name wise details) - 2.4 (k) (i): - Not applicable since there is no aggregate number of shares held by any Parent/Subsidiary/Ass« companies and other related parties. Shareholders holding Ten Percent (10%) or more voting interest in the company (name wise details) 1.4 (K) (ili): Not applicable since there are no shareholders holding Ten Percent (10%) or more voting interest in the company, ‘( Maksons Group — 41 Annual General Meeting Metco Spinning Limited ree GEE Brief resume of the Directors ANNEXURE - IIL Al-Haj Abdul Ali Chairman ‘Al-Ha] Abdul All, is the Chalrman of the Company. He entered into textile manufacturing business in 1975 and ‘acquired vast experience in textile trading and manufacturing business through his 41 years of business career. Al- Haj Abdul Allis the Head of the Board of Directors at present. He is involved to set business planning, financial planning, marketing policy, pracurement policy, dividend policy and ather business affairs of the camppany. Mr. Mohammad Ali Khokon_ Managing Director ‘Mr. Mohammad Ali Khokon is the Managing Director of the company. He has 28 years of Business Experience, He has visited many countries of the world in connection of business and thus gained vast experience and knowledge ‘of Modern Methods, Technology, Production and Marketing & Management Techniques of textile industries. His wisdom helps company to formulate policy & to set strategic planning and direction for the Entire range of its activities. Involved to set business planning, financial planning, marketing policy, procurement policy, dividend policy, operational policy, expansion/future business policy and other business affairs of the company. Deals with financial institutions, Government Regulatory Bodies, International vendors, legal bodies, and other concern departments as apart of Corporate Management Policy Mr. Mohd. Showkot Ali Deputy Managing Director ‘Mr. Mohd. Showkot Ali, the Deputy Managing Director of the company. He has 23 years of experience in textile business. Being Deputy Managing Director & Head of Operations for all concerns of the Group he oversees, supervises and administers overall production Supply chain management (Domestic & International), Import, Export ‘of the Group. Control and maintain as Head of Operations for all the affairs ofthe company. Oversees, supervise and administer overall production Supply Chain Management (Domestic & International, Import, Export, ofthe company. Mr. Mohd. Ferdous Kawser Masud Director Mr. Mohd. Ferdous Kawser Masud, is the Director Finance of the company. He has passed 14 auspicious years inthis sector. He gathered knowledge in Modern Methods, Technology, Production and Marketing & Management Techniques. of textile industries being associated with his family business. Incalved in financial planning strategy. Leading the R&D ‘team to expedite financial planning, expansion, growth and exploring new business avenues for the company, Mrs. Laila Ali Director Mrs. Lalla Al isthe Director of the Company. She is dynamic & hard working personnel and as well as bagged knowledge in Modern Methods, Technology, Production and Marketing & Management Techniques of textile industries by attending several course/seminars and visiting similar industrial concerns. Monitors organizational performance and aids the Managing Director to develop strategically goal which are attainable. Mr. Haider Ahmed Khan, FCA Director (Independent) Mr. Haider Ahmed Khan, FCA, is holding the position of Independent Director of the company. Mr Khan is @ Chartered Accountant and partner of Ahmed Khan & Co. He shares his vast knowiedge & experience in consideration and recommendation of any decision by the Board as well as Audit Committee. Mr. Habibur Rahman Mollah, FCA Director (Independent) ‘Mr, Habibur Rahman Mollah, FCA is holding the position of Independent Director of the company. Mic Mollah is a Chartered Accountant and the partner of Ahmed Khan & Co. He shares his vast knowledge & experience in consideration and recommendatuin of any decision by the Board as well as Audit Committee. @ new iin inies GEE ANNEXURE - IV AUDIT COMMITTEE REPORT For the financial year 2013-14 Metro Spinning Limited having an Audit Committee as a subcommittee of the Board of Directors in order to assist the Board of Directors in ensuring and fulfling its oversight responsibilities. Date: 30 October, 2014 AUDIT COMMITTEE ‘The Audit Committee of the Company comprises of the following: NAME DESIGNATION —_ |POsmTONINTHE COMMITTEE REMARKS IMD. NURUL HAQUE, FCA INDEPENDENT DIRECTOR cHAIRNAAN natn SRE Ho HAIDER AHMED KHAN, FCA | INDEPENDENT DIRECTOR HAIRNAAN eae MOHD FERDOUS KAWSER MASUD | DIRECTOR FINANCE MEMBER MRS, LILA Alt DIRECTOR MewBER YOUNUS BHUTAN CHIEF FINANCIAL OFFICER MEMBER |XECUTVEDIRECTOR MOHD. MOHSIN ADNAN DECUTVEDIRECTOR | yews SECRETARY NAME OF meMBER Meeting Date and Attendance aajsofia | onnysa|_asfoxra | aonnia | Remorks [MOHD FERDOUS KAWSER MASUD 7 v v 7 mena (MD. NURUL HAQUE, FCA HAIDER AHMED KHAN, FCA st mctng anced v x x x x “ Y ae MRS. LAILA ALI v v v v MOHD. MOHSIN ADNAN v v v ra YOUNUS BHUTAN 7 Z 7 7 ‘The scope of Audit Commitee was defined as under: (2) Review and recommend to the Board to approve the quarterly, half-yearly and annual financial statements prepared fr statutory purpose; (&) Monitor and oversee choice of accounting policies and principals, internal contol risk management process, auditing matter, haring and performance of external auditors; (c) Review statement of significant related party transactions submitted by the management (d) Carry ona supervision roe to safeguard the systems of governance and independence of statutory auitors; and (e) Review and consider the report of internal auditors and statutory auditors’ observations on internal contro. ‘Activities carried out during the year The Committee reviewed the integrity of the quarterly and annual financial statement and recommended to the Board for consideration, The Committee had overseen, reviewed and approved the procedure and task of the internal aut, financial report preparation and the external audit reports. The Committee found adequate arrangement to present a ‘rue and fair view of the activities and the financial stratus of the company and didn't find any material deviation, discrepancies or any adverse finding/observation inthe areas of reporting. 2 Bee (Md. Haider Ahmed Khan, FCA) Chairman ‘Audit Committee ANNEXURE - V HAQUE SHAHALAM MANSUR & CO. CHARTERED ACCOUNTANTS 27, Bijoy Nagar, Shaj Bhaban (6" floor), B-11, Dhaka-1000 Phone: 9362649, 9358787, 8311197 Reference Date : 06-11-2014 CERTIFICATE OF COMPLIANCE ON CORPORATE GOVERNANCE OF METRO SPINNING LIMITED {As required under the Bangladesh Secunties and Exchange Commission (BSEC)] We have examined compliance to the Bangladesh Securities and Exchange Commission (GSEC) guidelines on Corporate Governance by Metro Spinning Limited for the year ended 30 June 2014. These guidelines relate to the Notification no, SEC/CMRRCD/2006-158/134/ Admin/44 dated 7" August 2012 of Bangladesh Securities and Exchange Commission (BSEC) on Corporate Governance. Such compliance to the codes of Corporate Governance is the responsibilty of the Company. Qur assessment 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 aucit of the financial statements of the Company, In our opinion and to the best of our information and according to the explanations provided by the management to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned guidelines issued by Bangladesh Securities and Exchange Commission (BSEC). We also state that such ‘compliance is neither an assurance as to the future viability of the Company nor a certification on the efficiency or effectiveness with which the Management has conducted the affairs of the company. A ‘ Dee oice sh Dated: 06 November 2014 Lreeees isur&Co. Dhaka Chartered Accountant @ new sing inte GEE ANNEXURE - V(a) CEO & CFO's DECLARATION The Board of Directors Metro Spinning Limited Dear Sirs: In compliance with the condition no.6 imposed by the Bangladesh Securities and Exchange Commission’s Notification No. SEC/CMRRCD/2006-158/134/Admin/4 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; ay We have reviewed the financial statements 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 company’s affairs and are in compliance with existing accounting standards and applicable laws. (2) There are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violation of the company’s code of conduct. ron ESS an) incsartl Chief Financial Officer Manaj ‘hokon) ig Director Dated: 22 October, 2014 Dhaka ANNEXURE - VI Status of compliance with the conditions imposed By the Bangladesh Secures & Exchange Commission's Notification ‘No, SEC/CMRRCD/2006-158/Admin/02-08 Dated 20 February, 2006 ] Compliance Status Consition Title forearms) | Remarks ‘a. (tan) [temples [Ne Compe 1 BORO OF DIRECTORS : Boas Sie: The runbe fhe board members of te compary rt be less han 5 | Compled (he) ander 20 (wen) 1200, | independent Directs: es one it 15% oh mumbo etas inte | gpg companys bard sal be dependent dicts 1.24) a) | Who eter does nat Hold any sae in he campany ot olds less han one percent (196 stares of ett pan shat of to company, oe 4.2()) | who snot sporsr of he company and isnot cote wit the company’s any Scns deco sid no Rls ne pan) oe SES | Gare tll paid-up shares of te campary on Be bai of any lions. ihe aly inembas ao shld na hlé above menened Ses nb conga. 4.24). ¢) | who dos not have ary oe celaanstip, whee peer or obese, wih | Compa company i subsiday/assoited compas 1296) | whois not amenbe, died o ae of ary tock exchange Comptes 1.2(@)e) | wtois not sel, deco ole of ay metro sock eang® O21 | ymgsed imermaday of capt mat, 4.291 | Wo isnt peor n eeu ows rol a Pao rd execute tng | Gongs preceding 3 (ve) yeas of he concemed compar’ sauay au fim 12(0.9) | wostal not bean independent rector in moetan 3 (ee) sted companies; | Compled 1.2m) | who tas at ban contd bya court of camps jisictin 2s autor n | omgseg payment of ny ona ark ot a Nn-Eak rane ston NEF) 12,03) | whohasnotbeen conver 2 inal atenceinvohing mora pte Comps 12m) | meinen rca) ab ppoetsby he ero Sects a 6084 | Garpgeg bythe stacalcrs he Amu General Mes (AGM, 1200) | the postot independent deca) cannot ein ean ft mara 0 ney des. | Compe 12) | Te Board shal ty down cade of covet of al Boad meets and anual camplane of he codetobe cade ened 12 | The tense ofc ofan inependent decor shal be fra pris of tee yas, ‘ic may ened [oe er ey. le 413() | duatition of Independent iector (Ds ndpendent drector stall be a Anowiedeatle india with itegity who is abe to ens camlane wih | Compled Sari, regdetery and coor awe and can make meaning cotta fo busines 4134) | The petson should be a Busnes Leade/Coporete Leate/Bueauera/nveriy Tessar win Eenonics or Buses Ses or Law talundossinl he |, Chartered Accountants, Cost & Management Accountants, Chartered Secretaries, The | CompHed independent deco mst have lea T2Qwelv) yeas of aoe manapent Icesonal eperinces. 413, | Inspec cases te above quaietns may be ela subject lo lr aprova of rm the Commission, 30) @ Meteo spinning Limited GEE 14 Chairman ofthe Board and Giet Executive Oicer : The psin of te Ohaiman afte Board and te Chet executive ice of he camparies sll be filed by iere incivisuas. The Chaiman othe company sal be elated fon aren he | omplied directs of te company. The Boatd of Diets sal leary deine respective roles, _avdresponsbiites fhe Chaiman andthe Chel Executive Oe. 15(), | The Director’ Report to Shareholders ndusty oilck ard PSHE WE Gampteg development inthe indus. 185 (i) | Seoment-wse or prouct-nise ptomance ‘Compled 15 (i) | Risks and cones. Compl 1.5 (W) | Acistusion Cost ot Gods sol, Gross Pot Margin and Net Profit Margin Complies 15 (4) | Discussion on contin fay Exta-Crinary gain oss. Complid 15 (v) | Basis for elated pay tarscton- stteent fl elated pay tansaton shoud | Gag be dicosed ine nu ep om 1.5 (vi) | Utlizaion of proceeds rom public issues, rights issues andor trough ary ofr instruments, | Complied 1.5.) | An explanation it ne tinal resus dtrioae ater the company goes for ital ie Public Olsing (IO), Repeat Public Oting (RPO), gts Olt, Dect ising, eo 15 (8) | sintcant acne oars betvean uate FnncialPrormance ad Amul Fania a Statens he mara shal aan ble vatenceon er Annual Rep. 1500) | Remneaonto directs including independ cect Complied 15.04) | The anc stenentspxepaed by he management of he iste company present tity its sate of ars, he esut of is operations, cash ows and ranges in uty, | Compled 1.5.0) | Poper boos of account of te sser company have been mainte. Complied 15.548) | Aepropiae acccurtng poe have Deen consent applied in preparation of he financial statements and that the accounting estimates are based on reasonable and | COmplied prudent ude 415 6éy | Intemational Accounting Standards (aS)Bangadesh Accouting Stendards (BASy/ntenainal Francia Reporting tnd (FAS)/BangladeshFrncialRepatina | ompled ‘Stadards (BFR), 25 apliabl nBaglatesh ave been ollomed in preaaon of te nancial selena any depart ete rom hasbeen adele discos 4.5.x) | The system of intral consol is sound in design and has been ecvely implemented and montred Compled 15 bai) | Tete ate no signcant cous upon the isuer compan’ ably to contue 2s a . ing conan tessux company isnot cositeestobe a going conc, the fact | Compled long with essns teen shuld be disclosed. 1.5 i) | Sigitcrt devtions rom telat years operating rests oh issuer company stall | ompled De ioligted ana te reasons ther! should be epaned 415 ei) | Koy opering an racial eta a ast prceing ve) yas shal be surarizd. | Compled 1.5.6ix)| i te issuer company has not delaed ddend (cash or soe) for the yea, the - reasons hare! shal be gen Ni 1.50) | The rumber of Board meting held curing be year and atlendance by each det | Cormpeg shal be dsclsed 18 boi) a) | Paenisubsidn/Asoited Copan and oe rested pars (rare wise details; | Compled 1.5 0) b) | Dieros, Chit Execute Ofer, Company Secreta, Chie Financial Ofer, Hed Ot | Gornted ira Aut nde spouses 2d minr cian (rae wise tal) a 1.5 (ai) ¢) | Becutes; Compiled 1.5 (a 4) | Shareholders holding ten percent (108) or more voting interest in the company (nae wise details) okined 1.5 boi a)| abet resume ofthe deta, cee @) Neto Spinning Limited GEE 1.5 Gai) b)| nature of hier expertise in specie unconal areas Complied 1.5 Gai) c)| name of companies in which the petson also holds the diectrsip and the ‘membership of commits of he board. 24 ‘CHIEF FINANCIAL OFFICER (CFO), HEAD OF INTERNAL AUDIT AND COMPANY ‘SECRETARY (C8) ‘Appointment: The company sal appoint Chet Financial Otce (FO), a Head of Intra Aut (tral Contol and Compinee) and a Corgary Secretary (CS). The | Compled Board of Directors should clearly den respective oes, responsbilties and ds of the OF, the Head oral Aut and the CS, 22 Requirement to attend the Board Meetings : The CFO andthe Company Secetay ‘othe companies shal atend the mestings ofthe Boa of Directors, prvied that the omplied ‘FO andor te Gompany Secetay shal not aend such part ofa mesing ofthe | Compled Board of Directors which iilves consideration of an agenda item relating to their personal mates. 30) AUDIT COMMITTEE : Tie corgany stall nave an Audit Committe 25 2 Sub- Complid committee of he Board of Directs, 3H | The Auit Comite shall assist the Board of Directs in ensuring tal the nancial staements elect tue and fair view ofthe sale of aa of the company and in | Compled ensuring a good manitrig system win he business, 3¢iy, |The Audit Conmite stab response to he Bard of Dect The dts ot | Gorges At Carmite lb ery tah in wing. 31) | Constitution of Committe: Th Aut Commitee shal be composed fat east, xtee) meters ae 3.1, | Te soa of Drecs sna aca menbrs fe Aud Commie wo sal LE | Gngigg iectrs othe company and sal inclu at east 1 one independent det. 31) | Almanbers of me audit cormite sould be nancial era andl es 1(78 | Gompied mere sal hav accounting oreated inarcial management experince. 31 v) | when the tem of senice of the Commitee members exes ot there Is any Gireumsiance causing ay Commitee member to be unble 1 tld ofc un ‘pion fe em of serve, ts making he uber of the Cortes embes tobe love hn the prescribed nub 3 hee) persons, he Boa of Oreos NA tal appoint the new Commitee member) tof up the veces) immeciately or ces ten (0) man om the cof vacances) in he Commitee to ensure coninaiy of be patanace of wk he Ait Commit 3.4() | The company secretary shal act ste socrelary of he Commits Complied 34) | The quorum of te Auct Commitee meding shal not consi witout at lees | Gomped (one) independent cect. 3.2) | Shuirman ofthe committee: The Gordo Drecrs shal select | (on) menber ol he ‘uti Commitee ote Chia of he Ait Commitee, who sal bean independent rect, 32 (i) | Cheimen of he Aut Commit al ema preset nthe Areal General Meeting (AGM). | Complied Compiled 334) | Role of the Audit Committee: Ovese ihe financial paring process. Complied 33.40) | Monitor choice of acounting policies and principles. Compl’ 3.3.) | Monitor intemal Control Riskrnanagement process. Complied 3.3,(v) | Oversee hiring and performance of external auditors. Compl’ 3.3(v) | Review along withthe management, the annul nancial statements before submission Z ‘othe board for approval ea 33(v) | Review along withthe management, the quarterly and hal yearly financial statement | Complied before submission to the beara ix approval 33 (i) | Review he adequacy of interna aut uncon, eT as GEE 33(wi) | Reve scement of sient clated pay transactions submited by the Goring maagerent. 33(4 | Review Marapement Lters/Leter of iteal Cool weakness issued by sletloy | Compled ais. 33¢%) | Won money is raised trough hital Public Ofering (PO)epeat Public Ofeting (RPOYRigts Issue the company shal disclose tothe Audt Commitee aout the seaplane by maj clea (pl emende, sles eda | gy ‘expenses, working capital, etc, on a quately basis, 2s a part of their quarterly | Complied eclaratonof inal eu Fut, nan anal bai, the compary sal prepare a sllement of funds uize forthe prposesofer than tose itd in the oer ocumenorospects. 34.14) | Reporting to the Board of Directors : The Avst Common stall opr ins ompled aciviistothe Board of Deer. There was no ‘84.1 (ipa) repotton confit finest; A a reat 241990) | spice pesuet tad oie mais eine econ | Tar wasno system; aa 44.1 )e)| secs iorigene of las, indudng scis ree es, ls yy Tare ane requlains, fom There was no 34.10) | ay ober mater which tal be csclosd to he Board of Oretors immediatly 5 such eto ‘ep, 342 | Reporting tothe Authorities: re Ait Commitee nas eparted f the Board of Directors about anybing which has rel impact an the francialcondtion ard rests of operation and has discussed wih the Boat of Directors and the There wasno rmarageret thet any recticaon has. been unreasonably ignred, the Audit, ~ such eto conmitee stall reprt such finding to the Commission, upon reparing of such repo. raters othe Bord of rect fr tre times or completion fa paid ot (si) "ont rom he dato fist reporing to the Board of Directs, whichever is eli. 35 Reporting to the Shareholders and General Investors : Apo on actos caried out bythe Audit Commitee, including any report made to the Board of There was no Directors under cancion 3.4.1 (i) above curing the yea, stall be signed by the such even fo ‘haiman ofthe Auct Commitee and disclosed inthe anual repr ofthe issu pat. compay. 4() | EXTERWAL/ STATUTORY AUDITORS: Non-enagemen in eprais o veluaon Goring series oamess opin, 40 | Neoensagement inFracial intonation systems design and imlementton Compiled 44 a | Nonengagemen in Bookeeping or cher sevice raed tothe accounting reco | Comping «frac tens 40) | Hon-engagemen in Broke dealer series. Compl 4 (9) | Non-engagament in Actuarial sence. Compled 4(0) | Non-engagzmen intra aut services Conpled 4¢viy | Nonengagerent in any ter sac at the Aust Commie detemina Compled 4 (vi) | No pater or employes ofthe eternal aud fim shall possess any share ofthe ‘company they audit at least during the tenure of their audit assigiment of that | Compiled cameaty. @) Neto Spinning Limited GEE 5) | SUBSIDIARY COMPANY : Poss relaing to he composton of he Bad of Diets ofthe ong eampary sal be made spade ae congestion othe | NA ai of Diets lhe ibid compa Sti | Atleast 1 (one independent director onthe Board of Directors of he holding company stallbe adtetor on he Board of Directors o the subsidy coma. WA Sti) | The minutes ofthe Board mesting of the subsiciay company stall be paved for review the following Board meeting of he holding company. a tiv) | The minutes of he respective Board meeting of he holding company shal state at ‘ney have reviewed te aa ofthe subsiiary company also. wal 5ty) The Audit Comenites ofthe holding cogary shal aso review he inancal statement, | yyy in paral te investments made by be sbsiay compar. (3) | DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) : ese semen donot cota ny teil untue stent oom Y | complied adsl act conan lemons nat might be miseadig, 64) b) | these statements togeter presenta tre and far iw of he companys las and are Complied incompiance wih esting acourting standards and applicable ans, 64i) | Thee a, tothe best of inowiedge and bell, no transactions entered into by the company dung the year which ae fraudulent, Mega o vidlaton of he companys | Complied code of conduct, 1 [REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE : The company shall obtain @ oatfcate from a practicing Proessional Accountng/Secretary (Chartered Accounant/Gost and Management AccountanGhatered Secretzy) | Compled regarding compliance of conations of Corporate Goverance Guidlines of the Comission 2d sal snd the same tothe shareholders along with the Anrual Report ona yearly bass 7Qi) | The detors of te congary stall ste, in cordance wit the Annexure laced, inthe crectors report whaher he company has complied wi these contin. Complied Metro Limited ‘ANNEXURE - VII VALUE ADDED STATEMENT Vatu in 000 PARTICULARS Lil eh ios SOURCE OF FUND 1 | Net Turnover 923,493 8,49,579 2 | Less: Brought in Materia & Sences oi.582 560559 VALUE ADDED TOTAL 311,911 100.00 2,89,020 100.00 APPLIED IN THE FOLLOWING WAY EMPLOYEES 1 | Salaries, Wages, Gratuity & Other Benefits 74,051 23.74% 66,440 22.99 ‘GOVERNMENT 2 | Duties & Tes user_| 370% | 7362 28 PROVIDER OF CAPITAL 3 | Divina sean_| t670% | a7oi0 1847 RETAINED BY THE COMPAIY 4 | Depreciation & Reterton zeros | ason | 14.200 4.98 LENDERS: 5 | nani Charges 7536 | a7aon | 153.410 sa08 VALUE ADDED TOTAL 311,911 100% 2,89,020, 100% PRODUCTION TABLE INSTALLED CAPACITY OF PRODUCTION: 2013-14 2012-13 2011-12 2010-11 2009-10 GAE72Spnde | 34€72Spie | 94872Spinde | 34872Spicle | 94872Spinde 4500 Ton | 4500MTon 4.500 MT 4,500 Mon 4.500 on ACHIEVABLE CAPACITY IN M.TON 2013-14 2012-13 2011-12 2010-11 2009-10 352MTon | 3379 Mon 3319 MTon 4431 Mon 3344 Mon UTILIZATION OF CAPACITY IN M.TOM 2013-14 2012-13 2011-12 2010-11 2009-10 3,205 M.Ton 3,036 M.Ton 2,655 M.Ton 4,208 M.Ton 3,177 M.Ton om 0% oh oe 8% @ Netw sing ini GEE ANNEXURE - Vill FIVE YEARS FINANCIAL STATISTICS Value in000 Financial Position zoia-2o14 | 2012-2013 | 2011-2012 | 2010-2011 | 2009-2010 ‘Authorised Capital 1,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | 1,000,000 Paid-up-capital 576081} 523710 | 476,100 | 414,000 —348,000 Retained Earnings 48,595 32341 52,804 eeeia 192,974 Turnover 923,490 | 849573 766,316 | 1,088,085, 633,983 Gross Proft 244979 | 233,199 | 120487 | 197,781 228,815 Gross Prof in % 26.52% 27.AS% 1872% 18.17% 36.00% Net Profit Before Tax Holiday 58,772 38,508 | (48,973) 96,381 144,898 Nt Profit Before Tax Holiday % 6.36% 4.53% 6.39% 9.04% 22.86% Fined Asset s2a.z04 | 822.084 | 809.647 | 804,723 | 911,769 Curent Asset 1,053487 | 1,052,857 1,113,975 1,074,181 B16, 714 Curent Liaities 958629 | go,sa1 | 1,070,542 | 958,620 | 754,807 Net Current Assets 94,828 56266 | 43,493 11,043 61,817 Key Financial Ratios Current Ratio (Times) 1.08:1 1.05:4 1.041 1d 08:1 (uick Ratio (Times) ost oss | 0461 0.661 | ort Debt- Equity Ratio (Times) 0.82 times | 0.88 times Times | 0.86Times | 0.67 Times Time interest eamed rato (Times) 141 126 | 064 207 | 237 Inventory Turnover (Times) 18 1.67 1.64 2.42 1.33 Assets Turnover 449% | 40.85% | 36.81% | 55.09% | 38.09% Return on Assets 2.86 1.85 2.35 515 an Return on Equity 5.66 3.83 | 4.65 95 | 1881 Eaming per Share (EPS) 084 062 an 24 3.84 Net Operating Cash Flow Per Share| 1.09 3.26 | “1.32 4.33 | o7 Net Asset Value Per Share 18.28 1948 2155 26.06 2875 Dividend Per Share (OPS) 5% 10% | 10% 15% | 20% Bonus Share | Bonus Share | Bonus share | Bonus share Bonus share Book Value Per Share 169 146 | 193 | 1k.5930 | Tk.63.70 Dividend Payout Ratio 50% 162% 90.18% 71.49% 52.31% Total Share 157,608,100 | 52,377,000 | 47,610,000 | 41,400,000 | 34,500,000 Number of Shareholders 19,025 jogs0 | 974 7,858) 6887 Number of Employees a4 a7 880 a8 1,225 GEE SALES & PROFITABILITY OVER 5 YEARS (Tk. in 000) PARTICULARS pois-1e | 201233 20142 | 2010-11 | 2009-10 Sales o73490 | 49573 765316 | 1,088,085 | 633,983 Gross Profit aasara | 233,99 20457 asym | a8, Net Profit 48,594 32,341 52,804 86,919 132,374 2 1,200,000 1g 2 eae 2 gs 2 4,000,000 800,000 600,000 400,000 200,000 2013-14 2012-13. «2011-1 © -2010-11—-2009-10 -200,000, Sales =-GrossProfit = Net Profit SALES & PRODUCTION IN TERMS OF QUANTITY OVER 5 YEARS (Figures i PATICULARS 2009-2010 | 2010-2011 | 2011-2012 | 2012-2013 | 2013-2014 Production (Lbs.) 7,003 9277 5,853 6,693 7,067 Sales (Lbs.) 6984 3,804 5916 6,164 6,666 4 6.556 sax66.¢ Production (ubs) Sales(lbs) Ce end eee PATICULARS 2009-2010 | 2010-2011 | 2011-2012 | 2012-2013 Earnings Per Share 384 24 ai 0.62. 084 2013-2014 Te ee) 2013-14 2012-13 2011-12 2010-11 2009-10 =) @ Ne ymin ini Eighteen AGM ‘The Eighteen Annual General Meeting (AGM) of shareholders of Metro Spinning Limited was held on Monday, 30 December, 2013 at 10.00 AM at the Maksons Group Conference Hall (Situated at Maksons Spinning Mills Ltd, Holding # 87, Ward # 5, Block # B, Shahid Minnat Ali Road # 4, Gouripur, Ashulia, Savar, Dhaka). A large number of shareholders attended at the Annual General Meeting, [Mr AtHaj Abdul Al, Chairman of the Board of Directors of the company, presided over the meeting. Mr. Mohammad Al kKhokon, Managing Director of the company along with other Directors of the company was also present in the meeting, Verses from the Holy Quran along with its translation in Bengali were recited atthe very outset of the meeting, ‘The Chairman of the meeting welcomed the shareholders in the Annual General Meeting. With the permission of the Chair, the meeting began and the shareholders expressed their valued opinion on the audited financial statement of the Company for the year ended 30 June 2013 and also on their affairs. Mr Mohammad Ali Khokon, Managing Director of the company replied to the queries and explained various comments of distinguished shareholders. He also gave hints of future activities of the Company. After approving the audited financial statements, declaring dividend (stock dividend @10%), electing directors, appointing Auditor and fixing their remuneration by the shareholders, the meeting ended with a vote of thanks to and from the Chair. Thank You (Al-Haj Abdul Ali) @ vet sing ini Ope Financial Statements GEE Auditor's Report to The Shareholders of METRO SPINNING LIMITED We have audited the accompanying financial statements of Metro Spinning Limited (the company), which comprise the Statement of Financial Position as at 30 June 2014 and Statement of Profit or Loss and other Comprehensive Income, Statement ‘of Changes in Equity and Statement of Cash Flows forthe financial year ended, and a summary of significant accounting policies and other explanatory notes. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Finandal Reporting Standards (BFRS), Bangladesh Accounting Standards (BAS), the Companies Act 1994, the Securities & Exchange Commision Rules 1987 and other applicable laws and regulations. This responsibilty includes: desi implementing, and maintaining internal control relevant to the preparation and fair presentation of financial statements that ate fee from material misstatement, whether due to fraud or error; selecting and applying appropriate accountng polices and making accountng estimate that are reasonable inthe circumstances. Auditors’ Responsibility Cur responsibilty isto expressan opinion on these financial statements based on our audit. We conducted our ait in accordance with Bangladesh Standards on Auditing (BSA). Those standards requir that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the nancial statements are free from material misstatement. ‘An aust involves performing procedures to obtain auit evidence about the amounts and dicosuresin the financial statements. The procedures selected depend onthe auditor's judgment, including te assessment ofthe ists of material misstatement ofthe financial statements, whether due to fraud or eror. In making those rsk assessments, the auditor considers intemal control relevant to the entity's preparation and fir 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 ofthe entity's internal control. An audit also includes evaluating the appropriateness of accounting palcies used and the reasonableness of accounting estimates made by management, 35 well as evaluating the overall presentation ofthe financial statements. We beleve thatthe audit evidence we have obtained i sufficient and appropriate to provide a bass for our audit opinion. Opinion: In our opirion the financial statements of the company along wit the nots thereon prepared in accordance with Bangladesh Financial Reporting Standards (BFRS) and Bangladesh Accounting Standards (BASs), give a true and fair view of the state of the statement of financial position of the company as at 30 June 2014 and of the results of their financial performance and cash flows forthe year then ended and comply with te Companies Act 1994, the Secures & Exchange Commission Rules 1987 and other applicable laws and regulation. We also report that: ()_ wehave obtained all the information and explanations which to the bes of our knowledge and belie were necessary for the purpose of our audit and made due verification thereof; (ii) in our opinion, proper books of account as required by law have been kept by the Company so far as it appeared from ‘ur examination of those books; (i) the company’ statement of financial position, Statement of Profit or Loss and other Comprehensive Income, Statement ‘of Changes in Equity and Statement of Cash Flows dealt with by the report are in agreement wit the books of account and returns; and (iv) _ the expenditure incurred was for the purpose of the company's business. Date: 30 October, 2014 POLAR, . Dhaka AHMAD & AKHTAR Chartered Accountants GEE METRO SPINNING LIMITED ‘Statement of Financial Position as at 30 June, 2014 Notes Fy 2018-2014 FY 2012-2013 oT aor Assets: ‘Non-Current Assets 99,85,74,860. 41,00,24,64,709 Property, Plant & Equipment ‘Sche-a 82,92,93,910 82,2064, 709 Investments in Share 4.00 16,92,80,950 418,04,00,000 (current Assets 1,05,34,57,762 1,05,28,57,529 Inventories 5.00 5027,64,817 52,21,93,114 Trade Receivable 6.00 38,90,58,285 42,24,20,582 ‘Advance, Deposit & Prepayments 7.00 18,97,05,970 10,17,94,151 (cash & Bank Balances 00 65,09,881 Total Assets: Equity and Liabilities: Shareholders Equily 1,05,30,17,212 1,02,09,05,994 Share Capita 9.00 57,60,81,000 52,37,10,000 Reserve & Surplus 10.00 47.75,36.212 49,65,95.994 ‘Non-Current Liabilities, 3,97,86,408 3,84,25,606 Deferred Tax Liability 11.00 3.97,96,408, 3,84,25,606 (Current Liabilities 95,86,29,002 99,65,91,207 ‘Trade and other payables 1200 3.53,92,711 2,82,08,129 WPPE 13.00 89,45.916 1,05,97,480, (Curent portion of long term oan 14.00 1523,124 107,10,496 ‘Shot Term Loan from Bank & others 15.00 87,08,90,101 89,17,54,283 Provision for Tax 16.00 1,28,16,559, 62,50,892 Lables for Expenses 17.00 5.41,30,128 Total Equity and Liabilities 2,05,59,22,287 ‘The annexed notes form and integral part ofthese financial statements. ee ae rs Chit Financial Offer ‘Company Secretary ‘Managing Director AS per our annexed report of even date, Poot Date: 30 October 2014 ‘AHMAD & AKHTAI Place: Dhaka Chartered Accountants ‘Metro Spinning Limited METRO SPINNING LIMITED ‘Statement of Profit or Loss and other Comprehensive Income for the period ended 30 June, 2014 Notes 2018-2014 2012-2013 oT oT Particulars Sales (Net) 18.00 9234.90 138 84,95,73,002 Less: Gost of Goods Sold 19.00 67,86,10,729 61,68,73,268 Gross Proit 24,48,79,409 23,31,99,624 Lees: Operating Expenses 3,56,35,996 3,99,60,750 Administrative Expenses 20.00 261,06,630, 2,90,51,313 Seling & Distribution Expenses 21.00 95,29,366 1,03,09,497 Operating Profit 20,92,43,413 19,38,30,074 |Add, Non-operating income 22.00 3375 5,700 Profit belore financial expense & WPPF 19,38,44,74 Less: Financial Expenses 23.00 16,34,10,408 ‘Net Profit before WPPF 04, 94,371 Less: Provision for WPF 19,25,446 ‘Net Pratt before Income Tax 3,85,00,925 Provision for current tax 88,16,190 ST77 051 Deferred Tax 13,60,802 3.90,799 ‘Net Pralt After Tax For The Year Other Comprehensive Income Gair(Loss) on Marketable Secures (Unrealized) (1,11,19,050) : Other Compcehensive Incame forth year (1,11,19,050) : Total Comprehensive Income forthe year Basic Earning per Share (EPS) Restated 24.00 oss 056 ‘The annexed notes form and integral pat ofthese financial statements, Sona pe fe Peo Chl Financial Ofer ‘Company Secretary Director ‘Managing Director As per our annexed report of even date Recartu0) Date: 30 October 2014 ‘AHMAD & AKHTAR Place: Dhaka Chartered Accountants ‘Metro Spinning Limited ETE) squequnesay paseueu> VLD 8 GVWHY EY rea ‘step vax jo Uoda1 parouue sno iad sy separa 3uzeveN sovana aa aa aea2s lueduios ow exeya :20e8 ‘viz 1890190 0 :3180, suo puEU ND 7g ZAZLE'9e'90'F 229'Lb COL (os0'6+'sH'H) deo'e'erte 000'00'se’oF 000'8'09'2s ‘p102-90-0¢ uo se aouejeg 29s'su'ps'e ‘289'r6'S8'F (oso' Wy Pouad aly soy WOOL! anlsuayasduuog je, (e0z'e9'1y) (60z'e9'l) aUsMipY XE] 40H eal'er'ee - (ezu'ep'se) ‘UoWENTeNay Jo WeUNSNIY (o00'1z'e2's) 000'1Z'€2's ange} azeyg snuog ‘pee'so'e0'Z0'F ‘S06 EL bre 000'00'Se'0l 000'0H e's €102-20-10 uo se eouRVeg ‘pee’so’e0'Z0'L S96 CL bb LE = 000'00'se‘or o00'or Les £102-90-0¢ uo se eouejeg SL0'L'ez'e ‘SLO Lee’ ‘powed @uy 40} awoou! anrsuayasdwuog jex0) oc0'sr'Or (oeo'sr‘or) ‘owenyenaty Jo uauNysnipy (o00'0r'92') 000'01 '92'> -enssy azeyg snuog 6s2'r9'6/'86 ‘oge'ge'9s's ooze zz 000'00’Se'oL 000'00'L9' Zr 2102-20-10 Uo se eaueyeg ae i i ‘yt0z ‘unr o¢ papue pouied 243 10} ‘Anby uy saueyp Jo wuawares GALI ONINNIdS O8LIIN ‘Metro Spinning Limited GEE METRO SPINNING LIMITED Statement of Cash Flows for the financial year ended 30 June, 2014 Notes Fy 2018-2014 FY 2012-2013, Bor ‘A. CASH FLOW FROM OPERATING ACTIVITIES: (Cash Received from Turnover and Oters 95,68,54,716 91,56,78,028 Payment for Cost and Expenses (74,02,60,906) (68,06,46,779) Income Tax Paid (64,14,172) (4,07,78,172) Interest Paid (14,75,38,577) (15,34,10,403) ‘Net cash inflow /(ouitiow) from Operating Activities 6,26,43,061 17,08,42,673 CASH FLOW FROM INVESTING ACTIVITIES: ‘Acquistion of Fixed Assets 1172547) (42084475) ‘Net cash inflow /(outlow) from Investing Activities (8,71,72,547) (4,20,84,475) (©. CASH FLOW FROM FINANCING ACTIVITIES: ‘Shot Term Loan from Bank & others (2,08,64,133) (11,99,98,307) Long Term Loan (91.87.372) (67.80.857) ‘Net cash inflow /(outlow) trom Fianancing Activities (8,00,51,505) (12,67,74,164) 1D Niet increase/(Decrese) in cash & cash equivalents (A+B-+C) (45.20,991) 19,84,034 Cash and cash equivalents atthe beginning 65.09.68 45,2547 F Cash and cash equivalents atthe end (0-+E) 19,28,600, 65,00,681 Cash and cash equivalents as on 30 June 2014 Cash in hand 21,245 24898 Cash at Bank (Note.01) 19,28,600 65,00,681 ‘Net Operating Cash Flow Per Share 1.09 325 ‘The accounting policies and other notes form an integral part of the financial statements a dec Bes hie Fnancial Officer “Company Secretary ‘Managing Director ‘sper our annexed report of even date Beces Date: 30 October 2014 AHMAD & ARHT Place: Dhaka Chartered Accountants ) Metro Spinning Limited 1.00 1.01 1.02 2.00 2.01 2.02 2.03 METRO SPINNING LIMITED Notes to the Financial Statements for the period ended June 30, 2014 Background of the Company The company was incorporated in Bangladesh on 9 May 1993 with the Registrar of Joint Stock Companies and firms as a Private Limited Company under the Companies Act, 1913. Subsequently it was converted into Public Limited Company on 2 June 1994 by a special resolution. In 2001 the Company went on (IPO) and was listed with Dhaka Stock Exchange on 14 March 2002, The registered office of the Company is located at 28, Dilkusha C/A. 4th Floor, Dhaka-1000 and the factory i located at Rupganj in Narayanganj. The Company is listed with Dhaka Stock Exchange (DSE) and Chittagong Stack Exchange (CSE) as a publicly quoted company. Trading of the shares of the company started in two stock exchanges from 14 March 2002. Its principal activities and operations are production and sale of cotton yarn. Nature of Business ‘The principal activities of the Company are manufacturing Yarn and sales to export oriented Knit Garments. Business with Associats Company SINo. Name of Related Party Relationship _Nature of the Business 1 Maksons Pharmaceuticals Limited Affiliated Medicine 2 Maksons Spinning Mills Limited Affiliated Spinning BASIS OF PREPARATION OF FINANCIAL STATEMENTS Statement of Compliance The financial statements have been prepared incompliance with the requirements of the Companies Act 1994, the Securities & Exchange Rules 1987, the Listing Regulations of Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE) and other relevant local laws as applicable and in accordance with the applicable Bangladesh Financial Reporting Standards (BFRSs) include Bangladesh Accounting Standards (BAS) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) based on International ‘Accounting Standards (IAS) and International Financial Reporting Standards (IFRSs). Regulatory Compliances ‘As required by the company, the management complies with the following major legal provisions in addition to the Companies Act 1994 and other applicable laws and regulations: ‘The Income Tax Ordinance 1984; The Income Tax Rules 1984; The Value Added Tax Act 1991; ‘The Value Added Tax Rules 1991; “The Customs Act, 1969; Bangladesh Labour Law, 2006; ‘The Securities and Exchange Ordinance, 1969; ‘The Securities and Exchange Rules, 1987; and Securities and Exchange Commission Act, 1993. ‘Components of the Financial Statements According to the International Accounting Standards (IAS)-1 as adopted by ICAB as BAS-1 "Presentation of Financial Statements" the complete set of financial statements includes the following components. @ Netw sing ini 2.04 2.08 2.06 2.07 2.08 2.09 2.10 Statement of financial position as at 30 June 2014; Statement of profit or loss and other comprehensive income for the financial year 30 June 2014; Statement of cash flows for the financial year 30 June 2014; Statement of changes in equity for the financial year 30 June 2014; ‘Accounting policies and other explanatory notes for the financial year 30 June 2014. Measurement Bases used in preparing the Financial Statements The financial statements have been prepared on the historical cost basis, and therefore, do not take into consideration the effect of inflation. The accounting policies, unless otherwise stated, have been consistently applied by the company and are consistent with those of the previous year. Reporting Currency and Level of Precision The financial statements are presented in Bangladeshi currency (Taka), which is the Company’s functional currency. Al financial information presented in Taka have been rounded off to the nearest Taka Prep: aration and Presentation of ancial Statements of the Company ‘The Board of Directors of the company is responsible for the preparation and presentation of financial stater Use of E: sments of Metro Spinning Limited. ates and Judgments The preparation of these financial statements, in conformity with BASs/BFRSs, required management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual amounts may differ from these estimates. Estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation on uncertainty and critical judgments in applying accounting policies that have the most significant affect on the amounts recognized in the financial stater Note: Note: Note: Note: Note: sments are included in the following notes: 5 Inventories : 10 Reserve and Surplus 111 Differed Tax Liabilities : 13 Workers Profit Participation Fund (WPPF) : 16 Provision for Tax Reporting Period The financial period of the companies covers one year from 1 July 2013 to 30 June 2014 and is followed consistently, Gash Flow Statement Statement of cash flows is prepared in accordance with "BAS 7: Cash Flow Statement" and the cash flows from operating activities have been presented under Direct Method as required by the Securities and Exchange Rules 1987 and considering the provisions that "Enterprises are Encouraged to Report Cash Flow from ‘Operating Activities using the Direct Method! ‘Compliance with the Requirements of Notification of the Securities and Exchange Commission dated 04.06.2008 under ref. # SEC/CMMIRPC/2008-181/53/Adm/03/28 a) b) Cy Notes to the financial statements marked from 3.00 to 3.19 setting out the policies are unambiguous with respect to the reporting framework on which the accounting poll jes are based. ‘The accounting policies on all material areas have been stated clearly in the notes marked from 3,00 to 3.19. ‘The accounting standards that underpin the policies adopted by the company can be found in the following places of the notes to the financial statements: @ ve syn inet SLNo. Name of the BAS BAS's no. 1 Presentation of Financial Statements 1 2 Inventories a 3 Cash Flow Statements 7 4 Accounting policies, Changes in accounting Estimates & Errors 8 5 Events after the Reporting Period 10 6 Construction Contracts un 7 Income Taxes v 8 Segment Reporting 4 9 Property, Plant and Equipment 16 10 Leases wv M Revenue 18 12 Employees Benefits 19 13 Accounting for Government Grants & Disclosure of Government Assistance 20 14 The Effects of Changes in Foreign Exchange Rates a 15 Borrowing Costs 23 16 Related Party Disclosures 4 17 Accounting and Reporting by Retirement Benefit Plans 26 18 Consolidated and Separate Financial Statements a 19 Investment in Associates 28 20 Interest in Joint Ventures 31 21 Financial Instruments: Presentation 32 22 Earning Per Share 33 23 Interim Financial Reporting 34 24 Impairment of Assets 36 25 Provision, Contingent Liabilities and Contingent Assets 37 26 Intangible Assets 38 27 Financial Instruments: Recognition &Measurement 39 28 Investment Property 40 29 Agriculture a1 SI.No. [Name of the BFRS/IFRS BFRS/ IFRS No. 1 First-time Adoption of Bangladesh Financial Reporting Standards 1 2 Share based payment 2 3 Business Combinations 3 4 Insurance Contracts 4 5 Non-Current Assets held for sale and discontinued operations 5 © Exploration for and evaluation of mineral resources, 6 7 Financial instruments: Disclosures 7 8 Operating Segments 8 8 Financial instruments 9 10 Consolidated Financial Statements 10 11 Joint Arrangements un 12 Disclosure of interests in Other Entities 2 13 Fair Value Measurement B @ Netw sing ini d) The financial statements are in compliance with the Bangladesh Financial Reporting Standards (BERS) which are adopted from the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). 2.11 Standards, amendments or interpretations which became effective during the year During the year certain amendments to Standards and new interpretations became effective however they did not have any material effect on the financial statements of the Company, 2.12. New/revised accounting standards, amendments to published accounting standards, and Interpretations that are not yet effective ‘The following new standards, amendments and interpretations of approved accounting standards are only effective for annual periods beginning from the dates specified below and have not been early adopted by the company. % Amendments to IAS 12: income tax, deferred tax on investment property (effective for annual periods beginning on afterl January 2012). The 2010 amendment provides an exception to the measurement principle in respect of investment property measured using the fair value model in accordance with IAS 40 Investment property. The measurement of deferred tax assets and liabilities, in this limited circumstance, is based on a rebuttable presumption that the carrying amount of the investment property will be recovered entirely through sale, The presumption can be rebutted only if the investment property is depreciable and held within a business model whose objective is to consume substantially all of the asset's economic benefits over the life of the asset. The amendment has no impact on financial statements of the Company. © 1A 19: (Amendment) regarding defined benefit plans (effective for periods beginning on or after July 1, 2014) amendments that require actuarial gains and losses to be recognized immediately in other ‘comprehensive income; this change will remove the corridor method and eliminate the ability for entities to recognize all changes in the defined benefit obligation and in plan assets in profit or loss, which currently is allowed under IAS 19: and that the expected return on plan assets recognized in profit or loss is calculated based on the rate used to discount the defined benefit obligation. The Company is yet to assets the full impact of the amendment, © Presentation of items of Other Comprehensive income {Amendments to IAS-1) (effective for annual periods beginning on or after 1 July 2012). The amendments require that an entity present separately the items of ‘other comprehensive income that would be reclassified to profit or loss in the future it certain conditions are met from those that would never be reclassified to profit or loss. The amendments do not address which items are presented in other comprehensive income or which items need to be reclassified. The requirements of other IFRS's continue to apply in this regard. The amendments have no impact on financial statements of the Company. © Offsetting Financial Assets and Financial Liabilities Amendments to IAS 32: Financial Instruments Presentation (effective for annual periods beginning on or after 1 January 2014). The amendments address inconsistencies in current practice when applying the offsetting criteria in 1AS 32 Financial Instruments: Presentation. The amendments clarify the meaning of ‘currently has a legally enforceable right of set-off ‘and that some gross settlement systems may be considered equivalent to net settlement. © Offsetting Financial Assets and Financial Liabilities Amendments to IFRS 7: Financial Instruments-Disclosures {effective for annual periods beginning on or after 1 January 2013). The amendments to IFRS 7 contain new disclosure requirements for financial assets and liabilities that are offset in the statement of financial position or subject to master netting agreement or similar arrangement. ® Annual improvements 2009-2011 (effective for annual periods beginning on or after 1 January 2013). The new cycle of improvements contains amendments to the following three standards, with consequential ‘amendments to other standards and interpretations. @ ve syn inet © IAS: Presentation of Financial Statements is amended to clarify that only one comparative period -which is the preceding period -is required for a complete set of financial statements. If an entity presents additional ‘comparative information, then that additional information need not be in the form of a complete set of financial statements. However, such information should be accompanied by related notes and should be in accordance with IFRS. Furthermore, it clarifies that the ‘third statement of financial position’, when required, is only required ifthe effect of restatement immaterial to statement of financial position, IAS 16: Property, Plant and Equipment is amended to clarify the accounting of spare parts, stand-by equipment and servicing equipment. The definition of ‘property. Plant and equipment in IAS 16 is now considered in determining whether these items should be accounted for under that standard. If these items do not meet the definition, then they are accounted for using IAS 2 Inventories. IAS 32: Financial Instruments: Presentation - is amended to clarify that IAS 12- Income Taxes applies to the accounting for income taxes relating to distributions to holders of an equity instrument and transaction costs of an equity transaction. The amendment removes a perceived inconsistency between IAS 32 and IAS 12 3.00 SIGNIFICANT ACCOUNTING POLICIES The specific accounting policies have been selected and applied for significant transactions and events that have a material effect within the framework for the preparation and presentation of financial statements, 3.01 Property, Plant & Equipment 3.1.1 Recognition and Measurement Property, plant & Equipment are accounted for according to BAS 16 "Property, Plant and Equipment" at Historical cost less cumulative depreciation except land and land development which consider at revalued and includes expenditures that are directly attributable to the acquisition of the assets. The cost of self constructed/installed assets includes the cost of materials, direct labor and any other costs directly attributable to bringing the assets to the working condition for its intended use and the cost of dismantling, ‘and removing the items and restoring the site on which they are located, 3.1.2 Depreciation Depreciation has been charged on addition from the date of acquisition & revaluation date and no depreciation is provided on retirement/disposal of assets. Deprecation was computed using the diminishing balance method, The cost and accumulated depreciation of depreciable assets retired or otherwise disposed of are climmated from the assets and accumulated depreciation: Category Rate Land and Land Development o% Bullding & Other 5% Plant & Machinery 6.66% Furniture & Fixture 15% Office Equipment 10% Motor Vehicle 20% Disposal: The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the income statement. Sales of land and buildings are accounted for when there is an unconditional exchange of contracts. There were no disposal of assets during the reporting period. @ Netw sing ini 3.2. Inventories Valuation of Inventories Inventories comprise Raw Materials, Finished Yarn, Waste Cotton, Store & Spares, Stores-in-Transit and Work in process. They are stated at the lower of cost or net realizable value in accordance with IAS 2 "Inventories after making due allowance for any obsolete or slow moving item. The costs of inventories are assigned by using weighted average cost method. Net realizable value of Work in Process is determined after deducting the estimated cost of completion and estimated cost necessary to make the sale from estimated selling price. 3.3. Capital Work-In-Progress Property, Plant and Equipment under construction/acquisition is accounted for as capital work-in-progress until construction/acquisition is completed and measured at cost 3a Leased assets ‘The leased liability is considered as a capital lease. So the interest expense on Lease liability is charge to income statement under finance cost. 3.5 Revenue Recognition Revenue from net sales of the company represents invoiced value of sale of MS Deformed Bar, Cut Piece Rod, Misroll, Scrap and Rubbish which are recognized after considering the conditions, set in paragraph 14 of BAS 18: "Revenue", Revenue from the sale of goods is recognized when all the following conditions are satisfied: © the company has transferred to the buyer the significant risks and rewards of ownership of the goods; % the company retains neither continuing managerial involvement to the degree usually associated with ‘ownership nor effective control over the goods sold; © the amount of revenue can be measured reliably; © itis probable that the economic benefits associated with the transaction will flow to the company; and © the cost incurred or to be incurred in respect of the transaction can be measured reliably. 3.6 Foreign Currency Transaction/Translation Foreign currency transactions are translated into Bangladeshi Taka at the exchange rates ruling at the transaction dates according to BAS 21: The effect of changes in Foreign Exchange Rates", Monetary assets and liabilities denominated in the foreign currencies are translated at prevailing rates on the balance sheet (Financial position) date. Non monetary assets and liabilities denominated in foreign currencies, which are related at historical cost, are translated into Bangladesh Taka at the exchange date ruling at the date of, transactions. Foreign exchange fluctuation gain/losses are charged to Statement of profit or loss and other Comprehensive Income for the respective period. 3.7 Financial Expenses Financial costs comprise of interest expense on short term loan. The costs are charged to revenue except those are capitalized in accordance with BAS 23: Borrowing Costs, 3.8 Financial Instruments Non-derivative financial instruments comprise trade receivables, trade payables, cash and cash equivalents and share capital Trade Receivables ‘Trade receivables are recognized initially at invoice value and subsequently measured at the remaining. amount less allowance for doubtful receivable at the year end, if any. Receivables from foreign currency transactions are recognized in Bangladeshi Taka using exchange rates prevailing on the date of transaction. Trade Payables Liabilities are recorded at the amount payable for settlement in respect of goods and services received by the company, whether or not billed by the suppliers @ ve syn inet Cash and Cash Equivalents Cash and cash equivalents consist of cash in hand and with banks on current and deposit accounts and short term investments which are held and available for use by the company without any restriction. There is, insignificant risk of change in value of the same, Share Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effect. 3.9 Taxation 3.9.1 Current Tax Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted ‘or subsequently enacted after the reporting date and any adjustment to tax payable in respect of previous years. Provision for taxation is calculated on the basis of applicable current tax rate and incompliance with Finance Act. 2014. 3.9.2 Deferred Tax ‘The company has decided to adopt policy of recognition of deferred tax in accordance with the Bangladesh Accounting Standard 12 (BAS-12), deferred tax is provided using the liability method for temporary iference between the carrying value of fixed assets as per accounts and the corresponding income tax ‘written down value. Deferred tax is calculated at the effective income tax rate prevailing at the statement of financial position date. 3.10 Provisions ‘As per "BAS 37: Provisions, Contingent Liabilities and Contingent Assets’ a provision recognized on the date Of statement of financial position if, as a result of past even Company has a present obligation that can be estimated reliably, and it is probable the outflow of economic benefits will be required to settle the obligation. A provision is recognized if, as a result of a past event, the company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefit will be required to settle the obligation, 3.11 Contingencies Contingencies arising from claim, litigation assessment, fines, penalties etc are recorded itis probable that a liability has been incurred and the amount can be measured reliably accordance with "BAS 37: Provisions, Contingent Liabilities and Contingent Assets". 3.12 Earning Per Share (EPS) ‘The company calculates Earning Per Share (EPS) in accordance with BAS 33 "Earning Per Share" which has been shown on the face of statement of profit or loss and other Comprehensive Income and the ‘computation of EPS is stated in Note -24 of the financial statements. Basic Earnings This represents earnings for the period attributable to the ordinary shareholders. As there no preference dividend, minority interest or extra ordinary items, the net profit for the year has been considered as fully attributable to ordinary shareholders. Basic earnings per has been calculated by dividing the net profit or loss by the number of ordinary share outstanding during the year. ‘Metro Spinning Limited 3.13 3.44 3.15 3.16 3.7 3.18 3.19 Diluted Earnings Per Share (DEPS) Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding, for the effect of all dilutive potential ordinary shares. However, dilution of EPS is not applicable for these financial statements as there were no potential ordinary shares during the relevant period. Contingent Liabit sand Assets Contingent liabilities are current or possible obligations, arising from past events and whose existence is due to the occurrence or non- occurrence of one or more uncertain future events, which are not within the control of the company. Worker's profit par ipation & welfare funds ‘The company contributed 5% of net profit before charging the amount to the aforementioned fund in accordance with the requirement of section 234 of labour Act. 2006. ‘Segment Reporting No segmental reporting is applicable for the company as required by "BAS 14: Segment Reporting" as the ‘company operates in a single industry segment and within as geographical segment. Event after Statement of Financial Position Date In compliance with the requirements of "BAS-10: Event After the reporting period” that provide additional information about the company's position at the date of the financial position are reflected in the financial statements and events after the reporting period that are not adjusting events are disclosed in the notes 31, Going Concern The company has adequate resources to continue its operations for foreseeable future. For this reason the directors continue to adopt the going concern basis in preparing the accounts. The resources of the ‘company are sufficient to meet the present obligation of its existing businesses and operations. Related Party Disclosures ‘The company carried out a number of transactions with related parties in the normal course of business and ‘on arms length basis. The information as required by BAS 24: Related Party Disclosures has been disclosed ina separate note 29 to the accounts. Financial Risk Management Policies The company is exposed to normal business risks from changes in market interest rates and currency ‘exchange rates and from non-performance of contractual obligations by counterparties. The company does not hold or issue derivative financial instruments for speculative or trading purposes. Interest Rate Risk The company has no significant risk of fluctuations in interest rates. Foreign Currency Risk The company is exposed to foreign currency risk relating to purchases which are denominated in foreign currencies. The company primarily utilizes forward exchange contracts with maturities of less than one year to hedge such financial liabilities denominated in foreign currencies. The forward exchange contracts centered into at the reporting date also relate to anticipated purchases, denominated in foreign currencies, for the subsequent period, Credit Risk Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and contractual obligations to the company as and when they fall due. ‘Metro Spinning Limited 3.20 Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount. At the reporting, date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. However, due to the large number of parties comprising the group's customer base, Management does not anticipate material losses from its debt collection. Liquidity Risk The company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the company operations and to mitigate the effects of fluctuations in cash flows. Fair Values The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction, ‘The fair value of trade and other short-term receivables are taken to approximate their carrying value. The fair value of financial assets and liabilities approximate their carrying value. General |) Comparative figures have been re-arranged where considered necessary to ensure better comparability with the current period without causing any impact on the profit and value of assets and liabilities as reported in the financial statements. li) Figures for the year 2013 have been rearranged wherever considered necessary to ensure comparability with the current year, @ Netw sing ini ‘asus saensutpy 8 peaeng funn ojos pexooye uae sy eh 0 pese>uonepesteg EWS EWS se wag BTW ET eroc/so/oe | roz/so/oe | vrox/s/oe | “SA | ASA | eroz/eo/n0 roz/so/oe 02/10/10 wow x | "uosy eat suejnonieg SrA we USA wonepandeg = veinpains, © Fy 2013-2014 FY 2012-2013 BOT BOT 4.00 Investments in Share ‘Maksons Pharmaceutical limited 4,00,000 Maisons Spinning Mills limited 18,00,00,000 18,04,00,000 'Maksons Pharmaceuticals Limited (MPL) was incorporated as @ public limited company in 3rd February 2002. Metro Spinning Limited (MSL) has made an investment in shares of Maksons Pharmaceuticals Limited (MPL) atthe time of incorporation. The project of the company isin the preliminary stage of the implementation. Maksons Pharmaceuticals Limited (MPL) isnot a listed company. Intialy, Metro Spinning Mis Limited has invested Taka 3,00,00,000 against 30,00,000 shares of Taka 10/- each of Maksons Spinning Mills Limited. Then again invested Taka 15,00,00,000 after attaining 1:2 Right Shae, consists of 600,000 shares @ Taka 25/- each. Thus the total investment is now Taka 18,00,00,000. Presently, Metro Spinning Limited holds 1,14,10,875 number of shares in Maksons Spinning Mills Limited after receving bonus sharesWhich Market Value is Tk 16,88, 80,950 as (0n 30.06.2014. 5.00 Inventories Raw Cotton (Note-5.01) 33,35,23558 38,59,96,983 Work in Process (Nate-5.02) 77,94,687 49,37 308 Finished Goods (Note-5.03) 152640912 12,27,57,804 ‘Store & Spares 73,24,363 66,01,930 Oil & Lubricant 154,695 479,331 Packing Material 1170421 15,9678 Construction Materials 156,181 41,30,120 5027,64,817 522,93, 5.01 Raw Cotton Cotton 33,35,23,558 38,59,96,943 Total 33,35,23,558 38,5996,983 5.02 Work in Process Blow Room 3,48,732 Carding 2,28,733 Drawing 2,28,462 Simplex 20,72,762 Ring 15,29,261, Cone Winding 5,33,358 Total 49,37,308 5.03 Finished Goods Yarn (Various Count) 15,26,40,512 12,27,57,804 152640912 12.27,57,808 6.00 Trade Receivable Opening Balance 422420582 48.85,19817 ‘Add: Increase during the year 92,34,90,137 84,95,73,092 Less: Realise during the year (95,68,52,434) (91,56,72,328), Closing balance 38,90,58,285 42,24,20,582 7.00 Advance, Deposit & Prepayment Advance ( Note : 7.01) 15,39,49087 959,77,268 Deposit (Note: 7.02) 42,56,883 42,5683 Prepayment (Note : 7.03) 15,00,000 15,00,000 15,97,05,970 10,17,34,151 GEE Fy 2013-2014 FY 2012-2013 BOT Bo 7.01 Advance 15,39,49,087 9,59,77,268 Advance to Parties 2,99,84 461 3,34,29,985 Advance against Salary 12241 12241 ‘Advance against Lease 31,39520 31,39520 ‘Advance Income Tax 57,93,859 59,78,172 aw Cotton in Transit 1052,39,840 3,84,90,506 Claim of Short Weight 83,13,316 4,21,98,929 Assets in Transit 14,65,850 27,27,954 7.02 Deposit 42,56 883 42,56,883 “Titas Gas Unit2) 15,7542 10,7458 Other Deposit 258,441 31,8245 7.03 Prepaments 15,00,000 415,00,000 Prepaid Office rent 15,00,000 15,00,000, 8.00 Cash and Cash Equivalent Cashinhand 21245 84838 Cash at Bank (Note:8.01) 1907445. 424.888 19,28,690 65,09,681 801 Cashat Bank Current Account (Note-8.1.1) 17,81,367 62,64,296 Short Term Deposit (Note-8.1.2) 4,26 079 160,548 1907485 64,24,888 8.11 Current Account 17,81,367 62,64,296 Sonali Bank -Local Office ALT 72.417 Dhaka Bank -Local Office 2 : ‘Mutual Trust Bank Ld -Principal Br 867 6,303 Dutch Bangla Bank td -Uttara Bc. 3007,28 23,4900 Isjami Bank Bangladesh Td, -Local Ofice ant 3014 Jemuna Bank Lté-Uttara Br. 9,852 (12,419) Southeast Bank Ud Principal Br 146,233 11,7708, Southeast Bank Ud Uttara Br 27910 4,68,857 Southeast Bank Ltd -Compnay Secretary 5272 6503 City Bank -Foreign exchange Br. 472480 14,74,560 Exim Bank LTd-Motjheel Br, 1023 1029 Shahjatalsiami Bank-Dhaka Main Br 7 : (One Bank L14-Motihee! Br 3035, 17,76637 Jamuna Bank Lid -Dikusha Br. 332,322 2,40,391 8.12. Short Term Deposit 126079 160,548 Dhaka Bank td-Local Office 2,932 3,919 (Dhaka Bank Ld -Local Office 7437 8,237 HSBC Bank UTd -Dhaka Br. 35278 15,274 ‘Mutual Trust Bank UTd Principal Br, 8 aL Southeast Bank ts Principal Br 9567 41985 Southeast Bank id -Uttara Br 64297 64297 First Security Bank -Dikusha Branch 7430 8,228 Exim Bank L7d-Motijheel Br 19050 18567 Fy 2013-2014 Fy 20122013, BT Bor 9.00 Share Capital: This represents: Authorized 1,000,00,000 ordinary shares of Tk. 10/- each 1,000,000,000 1,000,000,000 Issued, Subscribed and Paid-up 576,081,000 314,837,641, Paid up Share Capital of TK 576,081,000 is arrived at as follows: Sponsors’ Contribution 1,510,12,52 Ordinary Shares @ Tk 10/- each 151,012,520 137,284,120 Public Issued of4,25,06,848 Ordinary Shares @ Tk 10/- each 425,068,480. 386,425,880 576,081,000, 523,710,000 Distribution Schedule-Disclosures under the listing regulation of Stock Exchanges: ‘The distribution schedule showing the number of shareholders and their shareholdings in percentage has been disclosed below asa requirement ofthe "Listing Regulations of Dhaka and Chittagong Stock Exchanges" Range ofholding [No.of shareholders] ‘of total holders No. of shares of share capital inmumber of shares [2013-14 [201213 | 201324201213 | 2013.16 2oi243__| 2013.14 | 201243 Below 500 4o7| 2852] 37] 26 545,70 495,609 1 1 5000 5,000 ser | 67e3| si] 62| 1113684 | 10376078 | 20 2 '5001 to 10,000 es} 73] 6 7| 5508279 | 5,007,526 10 10 110001 to 20,000 a7} a5] 3 3| 5229938 | 4,754,489 9 9 20,001 to 30,000 105] 96] 4 1) 2;568,797 | 2,335,270 4 4 30,001 to 40,000 | | 0 o| 1534357 | 1,394,870 3 3 40001 to 50,000 xo] 2] 0 | 1203540 | 1,094,127 2 2 50,001 to 100,000 | o| 2233631 | 2,030,574 4 4 300010 1,000.00 34| 27| 0 o| —gg36392 | 8,123,811 16 16 1,000001andabove|_ 9 |_| 0 o| sa3asi3 | 6.758608 | 32 2 Total 11,025 [10,930 [ 100.00 | 100.00 | 57,608,100 | 52,373,000 | 100.00 | 100.00, Market Price ‘The Company was listed in the Dhaka and Chittagong Stock Exchanges, on 14/03/2002 each share was quoted at tk 16.70 {on 30-06-2014) in the Dhaka Stock Exchange LTd and Tk16.90 (on 30-06-2014) in the Chittagong Stock Exchange Ltd Summarized list of Shareholders as on 30-06-2014 Category Total Sharehol ‘otal Shareholding Percentage (%) Sponsors 8 15,201,252 28 cial Institutions 203 110,890,592 19 General Public 10,814 31,616,256 55 11,025 57,608,100 100 Option on Unissued Shares: There is no option regarding the authorized capital not yet issued can be used to increase the Issued, Subscribed and Paid up Capital through the issuance of new shares against cash contribution and bonus. 10.00 Reserve & Surplus Revaluation reserve 314,837,641 318,681,370 Retained Earnings 70,317,622 74,813,964 Share Premium 103,500,000 108,500,000 Loss on Marketable Securities (Unrealized) (11,119050), E 477,536,212, 496,595,334 @ Netw sing ini GEE Fy 2013-2014 Fy 20122013, BT Bor 11.00 Deferred Tax Liabilities Opening balance 38,034,807 ‘Aiton during the year 390,799 38,425,606 12.00 Trade and other Payables For Trading Suppliers 35,332,711 23,208,129 35,382,711 23,208,129 13.00 Workers Profit Participation Fund (WPF): Opening Balance 10,537,480 12,884,218 ‘Add: Provided during the year 2.938581 1925,446 Less ald this year 4,530,145 4,272,184 Closing balance 945,916 10,537,480 Provision for Workers Participation Fund has been made @ 5% of net profit after charging the contribution and such contribution provided as per provision of the Companies Profits (Workers Participation) (amendment) Ordinance, 1985 and payable to workers as defined inthe said Ordinance, 14.00 Current portion of long term loan 152328 30,710,496 Jamuna Bank td Long term loan 1,523,128 10,710,496 15.00 Short Term Loan From Bank And Other Short Term Loan from Bank: (Note No. 15.03) Loan From Maksons Spinning Mills Ltd. (Note No. 15.02) 15.01 Short Term Loan from Bank: Jamuna Bank 0D AYe-134000403, 41,546,746 41,582,976 Southeast Bank itd. OD A/C-73300000358 107,581,051. 93,368,706 PAD 49,571,312 25,531,543 Loan on Export 129,669,698 255,795,465 “Mutual trust bank Lt-UTR : 96,706,731 Jamuna Bank Lts- LTR 103,347,680 87,492,417 Southeast Bank itd-LTR 207,179,792 176,660,709 Southeast Bank Force Loan 73,499,882 7,726,226 “Mutual trust Term Loan 81472551 14,487,323 793,868,712 (805,153,096 15.02 Loan From Maksons Spinning Mis Limited 71,021,389 86,601,137 Jamra Bank Limited (Cash Crelt Hypo) ‘The Cash credit was sanctioned by lamuna Bank itd [Oihusha Branch) for one year and usualy renewed on annua basis the interest ates subject to change from time to time Such lan i secured against stock of raw materia and finshed goods. Southeast Bank Limited (Overdraft) ‘The Overdrat limit was sanctioned by Southeast Bank Limited (Principal Branch) for one year a revolving limit of T%.80, 000,000 and i usually renewed on annual basis The interest rate is subject to change from time to time, Southeast Bank Limited (Loan against Trust Receipt) The loan agit rust receipt (CR) were sanctioned by Southeast Bank ited (Principal ranch for 180 dys is sual renewed on annual basisthe interest ate issubectto change rom tme to time. Such oan is secured against project nance secur. Jamuna Bank Limited (Loan against Trust Receipt) The oan on trust receipt (TR) were sanctioned by Jamuna Bank Limited (Principal Branch) for 180 days, The interest ae is subject to change that May be Made By the Bank from time to time Such an is secured against Land. Metro Limited Fy 2013-2014 Fy 20122013, Bor Bor Jamuna Bank Limited (Term Loan) ‘The Loan was Sanctioned by jamuna Bank Ltd which s payable by £2 monthly Installment from the following date of creation ‘Mutual Trust Bank Limited (Loan against Trust Receipt) The Loan on trust receipt (UTR) were sanctioned by Mutual Trust bank limited (Principal Branch) for 180 days, The interest rate subject to change that may be made by the Bank from time to time .Such loan is secured against loan. 16.00 Provision for Tax Opening Balance 6250832 5273781 Add: Provision made forthe year 83816190 S777051 Add: Prior Tx Adjustment, 4,163,709 : Less TaxPal 614,172 (4,200000) 12,816,559 6,250,832 17.00 Liablties for Expenses: SS Libis for ust Fees 233300 118300 Welfare Fund aria 197288 Provision fr Expenses 12456158 31897567 Salary & Wages 6613352 4616 590 Others Parties 82720869 16309155 Unciim Dividends 938,322 938,257 Livy ot vat Deduction 230,705 192559 29,120,591 54,130,126. 18.00. sales a Sale of Coton Yarn 334,235 055 196094287 Less vat 1610000 395,250 332,626,055 195 088037 Ade: Expr Sales 550,964,083 65474055 Total Taka 525,490,138 249,573,002 19,00 Cost of Goods Sol: Quantity Opening Workin Process 505080 4937308 6186 0 aw Material Consumed Note-19.01) s019.964 $78,764,750 5597253,022 8,080,008 585,702,058 365 439,862 Less Recovery 918,760 761.244 565 39,862 Less nvisble 6361 2 Material avaible for Consumption rsa 883 565 439,962 Less Closing Work in Process 87,501 798887 937,309 Production 7067382 s7590771 560 502/553 Ade: Direct Expenses Note 19.02) 3 43,489,945 38,252,982 Ad: Manufacturing Overhead (Note 19.03) : 88097521 85300025 Cost of Production 7.067 382 708,493,837 387,055,560, Opening Finished Goods +1031,952 122,757,304 52075512 Finished Goods aval for ale 5030 334 831,251541 7813072 Less Closing Finished Goods 140572 152.640 912 172.7574 Total 6,666,762, 678,610,729 616,373,268 1901 Raw Material Consumed! Opening tack of Raw Cotton 4817.99, 385995983 az7aas3 Ade: Purchase of Raw Cotton 716481 526751363, 517808052 Raw Cotton Consumption for availble 1236400 512,288 306 985,249,965 Less SleRetur of Raw cotton < - : Less: Closing Stock of Raw Cotton (4,416,476) (333,523,558) (385,996,943) ‘Total Raw Material Consumed 8,019,964 578,764,748 559,253,022 ‘Metro Spinning Limited GEE Fy 2013-2014 Fy 20122013, BT Bor 19.02 Direct Expenses: Direct Labour/Wages 40,287,494 34,535,949 Overtime (Workers) 693,091 1,268,297 Bonus (Workers) 2,508,360 2,888,736 43,488,945, 38,252,982 19.03 Manufacturing Overhead: Factory Salary & Allowances 11,496,532 8,035,008 Factory Bonus ‘572,084 275,294 Overtime 47,820 : Entertainment (Factory) 239,795 286,898 Fuel For Vehicle 980,530 933,910 as Bill 13,280,325 12,477,946 Insurance Premium 5,285,934 4,350,138 Land Revenue 17327 40,500 Lease Rent 14,070,980 13,884,600 Loading Unloading 474,981 489,083 Carrying charge 17,800 35,910 fice Expense (Factory) 128439 161,654 Other Expenses 39328 34,678 Power & Fuel 3,338,928 5,391,882 Printing & Stationery 105,882 120,312 Repair & Maintenance (building) a74sr 453,309 Repair & Maintenance (Factory building) 6100 - Repairs & Maintenance (Gas Generator) 4,035,498 4,311,887 Repairs & Maintenance (Machinery) 800,291 636,400 Sanitation 37,647 34,008 Store & Spare 4,099,310 7,282,746 Uniform 31520 13,770 Vehicle Running & Maintenance 390,091 Fire Fighting & Safety Exp. 45,400 Madecal Exp 1288 Traveling & Conveyance 103,822 Depreciation 28,510,394 28,300,025 20.00 Administrative Expenses: Salary & wages 16,742,884 18,291,973 Festival Bonus 1,525,431 4,209,750 Printing & Stationery 194859 279,382 revelling & Conveyance 300,702 152,191 Documentation 392,435 389,101 Telephone & Fax 651,651 58,692 Board Meeting fess & Expense 320,000 480,000 Vehicle maintenance 713,329 582,501 Office Expense 452,639 1,175,787 Entertainment Exp. ‘§MO777 336,483 Fees & professionals 17,250 200,000 Share Expense 540,099 974,672 Internal Audit Committee Fess 60,000 60,000 [AGM Expense 684,600 597,592 Company Contribution to PF 426,367 378,974 Madical Expense Bs 1228 Subscription to BTMA sagr2 99872 Metro Limited GEE Fy 2013-2014 Fy 20122013, BT Bor Pastage & Telegram 1110 545, Rates & Taxes 82078 - COBLEXD 124879 - Stock Exchange Fee mos27 : Uniform : 200 cence & Renewal 85,540 46,255 Fuel for Vehicles 577.885 528,553 Fuel for Generator 13,600 57,400 Gas For Vehicle 2374 > Ceremonial Expense P 564,501, Audit Fees 115,000 118,300 Business Promition 127,800 267,902 Sanitation 23001 59,609 Repair & Maintenance 3,200 38,200 Miscellaneous Exp. 172855 136,826 Utiity xp 174829 203,243, ICT Expenses 272050 120210 Deprecation 1,095,472 1,156,761 26,106,630 29,051,313 21.00 .& Distribution Expenses a. Packing Materials 9529366 9,932,108 Advertisement 5 377,328 9,529,366 10,309,437 2.00 Non operating income Interest received on Bank A/C 3375 5,700 3375 5,700 23.00 Financial Expenses Interest on Bank & Other (Note 23.01) 143,962,131. 151,895,256 Bank Charges and Commission 3,554,447 1515,147 147 536,578 153,410,403 23.01 Detals break up of Interest on Bank & Other Financial Interests given below Jamun bank Hypo 6,527,484 6,524,203 Loan on Export 37,841,135 39,520,624 Interest on PAD 3,889,723 3,196,353 Southeast Bank td. 17,909,102 14,533,279 Time Loan 12540526 6,243,498 URAC 54,773,658 61,359,780 Interest on other Loan 10,500,507 20517,518 143,982,131 151,895,256 24.00 Basic Earning Per Share (EPS) ‘Tne computation of EPS is given below: (a). Earning attributable to the ordinary 48,594,637 32,341,075 shareholders Net Prot after WPPF) (6) Weighted average number of ordinary 57,608,100 52,372,000 shares outstanding during the year (@) Basic €Ps oss 062 (4). Basic EPS (Comparative Restated) oa 056 (e)_ Basic EPS (Considering Unrealized Gain/Loss on Marketable Secures) 065 062 ‘Metro Spinning Limited GEE 25.00. Disclosure as per requirement of Schediule XI, pat para 8 Value of Raw material, spare parts, paking materials Particulars Local purchase Import Total purchase Raw Materials 1,310,60,888 3,952,30,475 5,262,91,363 Machineries & spare parts 31,45,473, 3,74,94,922 2,06,40,393 Packing Materials 95,29,365, 95,29,365 2600. Value of xport Particulars In foreign Currency in e0r Export 77,83,523, 5,908,64,083 27.00. Plant Capacity and Capacity Utilization as per requirement of Schedile XI, part Il Para 7 Particulars Installed Capacity tization duringthe periods ‘Annual Production of Yarn in KG "45,00,000 32,05,699 28.00. Employee Postion as per Schedule X, Paral, note Sof para 3 Salary Range ‘Officer & Statt Worker | Total employe Factory Head Office Below 3,000 5 = 2 B ‘Above 3,000 84 7 751 892 Total 24 37 77 914 29,00. Disclouser on Related party Transaction as per IAS-24 "Related Party Disclosure” Particulars Nature of Relationship ‘Amount ‘Outstanding Balance ‘Maksons Spinning Mls It, S(Five) Common Director | _305,058,462.00 | (77,021,389.00) 30.00. Payment to Directors as per requirement of Schedile XI, Part I! Para & Name of Directors Pesition Me | nor ‘Al Haj Abdul Al Chairman 1,080,000 3,080,000 Mohammad Ali Khokon ‘Managing Director 1,200,000 2,200,000 Mad, shavwkat Al Deputy Managing Director 720,000 720,000 Md. Ferdous Kawser Masud Director 3,080,000 1,080,000 Mrs. Laila All Director 300,000 300,000 Total “380,000.00 | 4,380,000.00 31.00 Proposed Dividend ‘The Board of Directors Proposed SX Dividend on per share of Taka 10 each fully paid up for approval ofthe shareholers at the Annual General Meeting (AGM) forthe year ended 30 June 2014. ‘The said Proposed dividend isnot recognised asa libity atthe Balance sheet date in accordance with the para 1 of BAS- 10" Event after the Balance sheet date” BAS-1"Presentation of Financial statement” also requites that the dvidend proposed after the balance sheet date but ‘before the Financial Statement are authorised for isue be disclose either on the face ofthe balance sheet as a Separate ‘component of equity or inthe notes tothe Financial statements. 32.00 Approval of the Financial Statements: ‘These financial statements were authorised for fsue in accordance with a resolution of the company’s Board of Directors on 30th October 2014 33,00 General: 33.01 Comparative amounts: ‘Wherever considered necessary previous year figures have been restated, inorder to conform to current year's presentation 33,02 Presentation currency ‘The annexed financial staements are presented in Bangladeshi currency (Tak), which have been rounded off tothe nearest Taka Metro Limited @) METRO SPINNING LIMITED Corporate & Head Office: Holding#17, Road #6, Sector##1, Uttara Model Town, Dhaka-1230 The Managing Director gist FoligB0 No, Metro Spinning Limited Holdings 17, Road, Sect No.of Shares el tare Mode! io, Uta, Dhaka 1230 We of being a Member of Metro Spinning Limited do hereby appoint Mir, of 1 (ling him/her) M/s ot as_ my/our proxy, to vole for me/us and on my/our behalf atthe 19H Annual General Meeting of the Company to be held on Tuesday, 30 December, 2014 and any adjournment thereof or at any ballot tobe taken in consequence thereo Signed this, day Signatut of Stareolder Folo0 Wo Signature of Proxy No.of hans ld PLEASE NOTE: 1, ThisForm of Frag, duly completed, mus! te deposits at least 72 nous before te meeting al he Company's Registered Oice, Proxy isimalid i not signed and stamped as explained above, 2. Signature of he Shasoholder should agree with the Specimen Signature registred with he Company. @ METRO SPINNING LIMITED Corporate & Head Office: Holding #17, Road#6, Sector#1, Uttara Model Town, Dhaka-1230 ‘The Managing Director ‘Metro Spinning Limited Holaing#17,Road#6, Sector#1 Utara Mode! Tw, Utara, Dhaka 1230 | hereby recond my attendance at the 19! ANNUAL GENERAL MEETING of the Company being held on Tuesday, 30 December, 2014 at Maksons Group Confrence Hal (Situated at Maksons Spinning Mills Ld, Holding #87, Ward #5 Block + 8, Shahid Minnat Ali Road # 4, Gourpur, Ashi, Sava, Dhaka) 10.00 AML Name of Shareholder Proxy BFolio/B0 No. Dated Authorized Signature PLEASE NOTE: 1, Shareholders atnding the meeting in Person o by Pony are requested to comple the atendance sip and depose amet the entance othe Meeting Hal SHAREHOLDER/PRONY (Prease Tick Above) a eas Ga Orie ree elas reel Rea rtae ems eete arma ota aia modern machinery. In addition, the Cer Veematcearusien (oye kac tats Wierd eemeuniutscareut aye toa ecto o ecu cug mes tM ate MiCeLy further ensures high quatity of our yarn. Leading in 100% cotton yarn spinning. Committed for tomorrow's market with knit yarns. Devoted to economic contribution in national progress. Dedicated to strive for better tomorrow, leaving behind the past. Also committed for best services to our valued shareholders as a public limited company. MAKSONS GROUP from field to fashion Registered Office Ditkusha Centre, 28 Diltusha C/A Corporate Office House # 17, Road # 06, Sector # 01 Uttara, Dhaka-1230, Bangladesh Suite # 401 (4th Floor) Dhaka Tel ; 8933 612, 8933 739, 8933740 Tel: 7168 613-4, 9564 543, Fe Fax : 88-02-8933 656 E-mail ; info@maksonsgroup.com.bd Website : www.maksonsgroup.com.bd (000, Bangladesh 88-02-9564 543 MAKSONS GROUP from field to fashion Corporate Office House # 17, Road # 06, Sector # 01, Uttara, Dhaka-1230 Tel 8933 612, 8933 739, 8933740, Fax 88-02-8933 656 Registered Office Dilkusha Centre, 28 Dilkusha CYA, Suite # 401 (Ath Floor) Dhaka-1000, Bangladesh Tel: 7168613, 7168 614, 9564543, Fax 88-02-9564 543, E-mail: info@maksonsqroup.com bd

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