Professional Documents
Culture Documents
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4th
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03. Notice of the 21st Annual General Meeting 05
04. Our Mission & Our Vision 06
05. Company Profile 07
06.
07.
Nature of Business
Important Date co 08
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08. Corporate And Contact Information 09
09. AICL Values 10
10. Code of Conduct 11
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All Shareholders
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Bangladesh Securities and Exchange Commission’s
Register of Joint Stock Companies &Firm
Dhaka Stock exchange Ltd.
Chittagong stock exchange Ltd.
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Dear Sir(s)
We are pleased to enclose a copy of the annual report of Appollo Ispat Complex Ltd. together with
the Audited Financial Statements, Report of the Board of Directors and Auditor’s report thereon for
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the year ended June 30, 2015 for your information and records.
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Yours sincerely
Notice is hereby given that the 21st annual General Meeting of shareholder of Appollo Ispat Com-
plex Ltd. will held on November 19, 2015 at 12:00 Noon at Army Golf Club, Dhaka Cantonment,
Dhaka to transact the following business and to adopt necessary resolutions:
A G E N D A
1. To receive consider and adopt the Audited Financial Statements of the company for
the year ended 30 June 2015 together with the Director’s Report and the Auditor’s
report on the Financial Statements.
2. To elect/re-elect the Director’s of the company.
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3. To appoint Auditors for the year 2015 -2016 and fix their remuneration.
4. To declare Dividend for the year ended 30 June, 2015.
5. To transact any other business with the permission of the chair.
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By order of the Board
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Dhaka
4th November 2015 Sk. Abul Hassan
(Company Secretary)
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Notes:
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Special Note: In compliance with the Bangladesh Securities and Exchange Commission’s
circular No. SEC/CMRRCD/2009/193/154 dated October 24, 2013 no gift/food
box will be distributed at the 21st Annual General Meeting (AGM).
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customer satisfaction in terms of product,
quality, economic price, and services.
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Mission
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innovative business
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Initially the Authorized Capital of the Company was Tk. 1,000,000,000/-
divided into 10,000,000 ordinary shares of Tk. 100/- each. Subse-
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quently, the Company changed the face value of shares from Tk.100/-
to Tk.10/- each and increased its Authorized Capital to Tk.
5,000,000,000/- divided into 500,000,000 ordinary shares of Tk. 10/-
each on March 30, 2010.
d.
Appollo is the pioneer in CI sheet business in Bangladesh. It started its
journey by establishing modern and sophisticated Continuous Galva-
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nizing Line (CGL). Today, Appollo is much ahead by producing its own
raw materials at its own art-of-the-state Cold Rolling Mill and estab-
lished itself as one of the largest CI Sheet manufacturing of the coun-
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ing the best quality CI sheets for the country. The company maintains
high standard in its manufacturing process and ensures quality as per
international standards such as ASTM, JIS, SI & BS. The reputed trading
base and quality product helps the company to achieve a large
marketing network around the country. The products are primarily
marketed in C.I. Sheet form in rural and semi-urban areas of Bangla-
desh under its popular brand “Rani Marka Dheutin”.
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t fo es er s a m i n s
r l p a g s
po d sa to o gy h n fro lpin sine
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AICL is committed to operating its
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business in a socially responsible
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manner while complying with all
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(To Get Various Reduced Thicknesses)
Rewinding
(Side Cutting) co
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Galvanizing
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Recoiling
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Shearing
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Corrugation
Finished Goods
(CI Sheet)
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The manufacturing process of such sheets starts from lifting Iron Ore from mine and processing it to Slab through
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series of process and treatments and then hot rolled & pressed to convert it into Hot Rolled Coil undergoing a
variety of treatments. HR coils are then ‘cold rolled’ into) coils before it is hot dipped, galvanized and corrugated
(at a Continuous Galvanizing Line- CGL or Non –Oxidizing Furnace –NOF) into what we know as Corrugated
Iron (CI) sheets.
• Industrial use: Industry owners use CI sheets for roofing of new factories, warehouses and sheds. CI
sheets are also used for fencing factory area. Industrial users prefer it due to cheaper price.
Panchagarh
Kurigram
Gaibandha
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Joypur
hat Sherpur
Naogaon
Nawabganj
Sirajganj
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Tangail
Pabna
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Munshi
Jhenaidah ganj
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Faridpur
Magura
Sharia
tpur Chandpur Khagra
Narail Madaripur Chari
Gopalganj
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Laxmipur Feni
Noakhali
Sa
Peroj Rangamati
tkhira pur
Bagerhat Jhalo
kati
Bhola
Patua
khali
Barguna
Bandar
ban
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0.240 mm 6x3 7x3 8x3 9x3 10 x 3
0.250 mm 6x3 7x3 8x3 9x3 10 x 3
0.260 mm
0.280 mm
0.340 mm
6x3
6x3
6x3
co7x3
7x3
7x3
8x3 9x3
8x3 9x3
8x3 9x3
10 x 3
10 x 3
10 x 3
d.
0.360 mm 6x3 7x3 8x3 9x3 10 x 3
0.380 mm 6x3 7x3 8x3 9x3 10 x 3
0.400 mm 6x3 7x3 8x3 9x3 10 x 3
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Other than Corrugated Iron Sheet, Appollo Ispat Complex Ltd. also produces Ridges of above thick nesses.
By dint of superior quality products and total team work of its human resources, Appollo Ispat Complex Ltd. is
experiencing remarkable growth of share in its market. Its products are mainly purchased by rural people for their
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shelter purpose while many NGOs, foreign missions/embassies, international organizations and urban people are
also the regular customers. Appollo Ispat Complex Ltd. has a countrywide network of sales.
Plant at Shimrail
Agent Dealer
Wholeseller Wholeseller
Retailer Retailer
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Government Concerns for their own set-ups
Quality Control :
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Appollo Ispat is committed to supply best quantity steel in domestic as well international market as per internation-
ally accepted quality norms. Appollo has got ISO 9509002 and maintains following quality standards:
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Procure Hot rolled Coils form reputed suppliers in world
Test each and every Coil for its Chemical Composition and random checking of Physical and microscope Structure to
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recon firm the specification. The Coils which dose not fall within specification will not be taken for further production.
Proper record keeping at every stage of production
Proper Zinc Coating as per Bangladesh Standard Testing Institute (BSTI)
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In order to minimize
To keep
the production To cost and achieve
Heat economy of scale
Galvanize to Appollo intends to establish one Power
Quenching
Cold Rolled To Uncoil the compensate treatment drastically
Generation Plant which
continuity of will facilitate uninterrupted power supply at a comparatively low cost in comparison to the
make zinc
Coil coil the length of to remove coatingon reduce
present source.theThe
process
intended size theof
coilthe Power Plant
residualproject is 25 MW while company’s
the steel temperature own consumption is around
15 MW and the balance power will be sold to the National Grid which is very much viable from economic point of
view.
Chromic
Shearing Recoiler Exit Hot Air
Corrugation Acid
m/c Accumul Dryer
m/c Tank
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Sheet Sheet Sheet coil the length of proper does not allow to get ruston
the coil passivity the galvanized steel
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Therefore, when Appollo will market its NOF products under the current brand name of ‘Appollo Rani”, certainly
due to brand reputation, geographical advantage, strong channel of distribution and better quality it will be advan-
tageous for Appollo to get a brand-edge over the other brands in the market which will provide the best platform
to leverage the growing demand of CI sheets. All these favorable factors make the company the right choice to
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further expand the CI sheet market of Bangladesh through its most modern NOF Project.
In view of the increasing demand of steel products in Bangladesh Appollo has a plan to include the Colour
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Coating Sheet in its existing product line which is becoming popular all over the country and has good potentials
for export to southeast Asian countries. For this purpose a modern Colour Coating plant & equipments will be
incorporated in future to be installed in the existing plant site which will be capable of manufacturing high quality
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corrugated steel sheets of Flat & Round wave and also Colour Quoted Flat Sheets.
To meet the export demand, if future Appollo has also plan to install the 2nd line of CRM. Since 90% of the Civil
Works were completed during the installation of 1st CRM Line the 2nd line can be installed at a comparatively
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coil to cold rolled coil
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KEY MANAGEMENT
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Mr. Deen Mohammad
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Chairman
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r. Deen Mohammad, son of Late Hazi Noor Mohammad, was born in 1938, is the founder
Chairman of Appollo Ispat Complex Limited. He started his business career in 1960 with trading
business and established himself firmly in the Industrial arena in Bangladesh. Having vast
experience in the field of management of industry and finance, he established many Industries,
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financial and charitable Institutions. He is the main founder of Phoenix Group of Industries which
comprises of Phoenix Textile Mills Ltd., Phoenix Spinning Mills Limited, Phoenix Fabrics
Limited, Rangdhanu Spinning Mills Limited, Eastern Dyeing & Calendering Works Limited,
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Mr. Md. Shoeb, son of Mr. Deen Mohammad Mr. Md Ansar Ali, son of Late Abdul Alim, Direc-
born in 09-02-1968, is a renowned Industrialist
and an IT specialist in the country. After comple-
tion of his studies in U.K., returned to Bangla- co
tor and Managing Director of Appollo Ispat
Complex Limited, was born in 01-01-1938 in a
respectable Muslim family. He is a renowned
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desh in 1990 and was appointed as Director of businessman of the country. He started his
The City Bank Ltd. For leading personality in business career in 1959 in trading by importing
finance sector, he was elected the Vice- and marketing CI Sheets and GP Sheets from
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Chairman of the said bank for the period 2001- United States, Japan and Australia and gradu-
2002 and is the Chairman of Phoenix Insur- ally established himself as a major importer of
ance Company Limited, a private sector the Country. Due to his extensive experience,
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general insurance company and is the Vice- Mr. Ali was able to play a significant role in
Chairman of Phoenix Finance & Investments establishing Appollo Ispat Complex Limited.
Limited, a leading Leasing Company in the He has been involved with every step of CI
private sector. Besides, he is the Director of the Sheet Industry evolution since inception and
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Phoenix Securities Limited, Phoenix Holdings succeeded in establishing the famous brand of
Limited, Phoenix Spinning Mills Limited, Phoe- C.I. Sheet of the country “Rani Marka Dheau
nix Fabrics Limited, Phoenix Textile Mills Tin” within a very short span of time. His vision
Limited, Rangdhanu Spinning Mills Limited, helped Appollo become the first CI Sheets
Eastern Dyeing & Calendering Works Limited manufacturing company to install a Continuous
and Palash Spinning Mills Limited. Galvanizing Line. He is also the founder Chair-
man of Tejgaon Textile Industries Ltd. and
He is well qualified in Information & Communi-
Director of Eastern Dyeing & Calendaring
cation Technology from abroad and has vast
Works Limited.
experiences in this field. He enthusiastically
takes part and contributes to social and sports
activities.
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Mr. M. A. Majid, son of Late Abdus Sattar, born
in 01-01-1940, 72 years of age, Director of
Appollo Ispat Complex Limited, is an estab-
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lished business personality. He started
business career in 1960 with trading business.
He entered into Industries in 1962 and estab-
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Appollo Ispat Complex Limited, was born in the field of management of industry and
31-12-1950. He started his business career in finance, he became the founder Director of
1979 as a partner of Hoque Brothers, a trading Phoenix Group of Industries which comprises
of Phoenix Textile Mills Limited, Phoenix
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West Sub-sector.)
personality.
Momtazur Rahman
Director
(Nominated by M/S Art Int.Ltd)
Momtazur Rahman, son of Late Masudur
Rahman, was born in 06-08-1983. He is an
established young and energetic business
personality.
Dear Shareholders,
Assla-mu-alaikum
It is of great pleasure for me to welcome you all, on behalf of
the Board of Directors of the Company in the 21st Annual Gen-
eral Meeting of the Company.
Bangladesh experienced a prolonged national political turmoil
in early 2015. For that the overall supply chain, production and
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consumption was affected. Yet during the fiscal year 2014-
2015, Bangladesh achieved GDP growth of 6.5%. No major
natural calamity, robust foreign currency remittance and record
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foreign currency reserves, put the economy on a strong
foothold. Further improvement in poverty level increased
demand for quality steel products like CI sheet in the domestic
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market.
In these scenario the performance of your company can be
termed satisfactory during the year under report. The revenue
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DEEN MOHAMMAD
Chairman
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My Dear Shareholders,
Assla-mu-alaikum co
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On behalf of the Board of Directors of the Company and on my own behalf, I welcome you all to the
21st Annual General Meeting of the company. At the same time I express my heartfelt thanks and
gratitude to you all for the continued support to the company and confidence on your Board of Direc-
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tors.
It is my pleasure to inform you that, your company has been able to achieve stable growth in spite of
the political turmoil in the middle of the financial year.
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The implementation of RTF NOF CGL Plant is progressing fast Major Civil Works and erection of
Pre-fabricated factory shed is complete and installation of machinery has started and the project is
expected to go into commercial production from January 2016.
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To conclude I on behalf of my team assure you that, we will devote ourselves to achieve sustainable
growth of the company to provide handsome return to our valued shareholders and to safe guard their
interest.
Allah Hafez
28 34
ANNUAL REPORT 2014-15
APPOLLO ISPAT COMPLEX LTD.
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Market Price Information of DSE
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1. Industry1.outlook
Industryand possible
outlook andfuture developments
possible in the industry
future developments in the industry
The prospect ofThe Bangladeh
prospect Economy
of Bangladehmaintained
Economy themaintained
growth momentum
the growth in spite of prolonged
momentum in spitenational political
of prolonged national political
turmoil in last part of 2014
turmoil and
in last early
part 2015.and
of 2014 Overall
earlyproduction, consumption,
2015. Overall production,supply chain, investment,
consumption, supply chain,export and
investment, export and
import all wereimport
affected by theaffected
all were politicalbyturbulence. Theturbulence.
the political strong domestic
The strongdemand base, demand
domestic graduallybase,
improving
gradually improving
investment climate, decreasing uncertainty and reduced inflation are expected to lead to better
investment climate, decreasing uncertainty and reduced inflation are expected to lead to better economic economic
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performance. The investmentThe
performance. climate suffered
investment due tosuffered
climate a seriesdueof to
politically
a seriesinspired strikesinspired
of politically and consequent
strikes and consequent
disruptions to the
disruptions to the supply chan. In the past decade, the economy has grown at nearly 6.5%poverty
supply chan. In the past decade, the economy has grown at nearly 6.5% per year and per year and poverty
dropped by nearly a third,
dropped
aspires to be a aspires
bycoupled
middle income
fiscal year 2014-2015,
nearly awith
to be a country
increased
third, coupled life
by 2021.Thise
middle income
Bangladesh
fiscal year 2014-2015, Bangladesh
country will
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withexpectancy, literacy
increased life
require increasing
by 2021.Thise
and perliteracy
expectancy, capita food
GDPincreasing
will require growth to GDP
intake.
and per
7- 8 percent.
Bangladesh
capita food intake. Bangladesh
During
growth to the
7- 8 percent. During the
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30 302014-15
ANNUAL REPORT ANNUAL REPORT 2014-15
DIRECTOR’SDIRECTOR’S
REPORT REPORT
achieved the GDP growth
achieved 6.5%.
the GDPBumper production
growth 6.5%. of crop,
Bumper no major
production natural
of crop, nocalamity, robustcalamity,
major natural foreign currency
robust foreign currency
remittance and remittance
record breaking foreignbreaking
and record currencyforeign
reserves, put the
currency economy
reserves, putonthea strong
economyfooton
hold. Both foot
a strong in public
hold. Both in public
and private sectors a number
and private of development
sectors a number ofworks have been
development initiated
works havewhich
been ultimately increase
initiated which the demand
ultimately for the demand for
increase
quality steel products.
quality steel products.
Corrugated IronCorrugated
Sheet market
IronofSheet
Bangladesh
market is
of growing.
BangladeshShifting poverty,Shifting
is growing. changing lifestyle,
poverty, increased
changing per capita
lifestyle, increased per capita
income, living standard have standard
income, living led to changing
have led toconsumption
changing ofconsumption
CI sheet both in rural
of CI sheetandbothurban area.
in rural andThe
urban area. The
diversified use diversified
of CI sheetuse
tends to increase
of CI in future
sheet tends because
to increase agro based
in future becauseroofing
agro materials (straw,
based roofing rice straws,
materials (straw, rice straws,
and palm leaves ect.)
and palmareleaves
being replaced by CI replaced
ect.) are being Sheet. by CI Sheet.
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Annual Production capacity
Annual of Cold
Production Rolled of
capacity Manufacturing (CRM) Unit is 120,000.00
Cold Rolled Manufacturing (CRM) Unit MTON and production
is 120,000.00 MTON and production
capacity of Continuous
capacityGalvanizing Line
of Continuous Unit-I and Line
Galvanizing Unit-II are consecutively
Unit-I and Unit-II are60,000 MT and60,000
consecutively 80,000MT
MTON.
and 80,000 MTON.
b) Expansion Unit
b) Expansion Unit
The company’sThe production
technology of Radiant
capacity
company’s
Tube
technology ofFurnace
will increase
production
Radiant RTF
TubeNOF
bywill
capacity another
Galvanizing
Furnace
60,000.00
increase
RTF NOF Line.
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MTON
by another with the MTON
60,000.00
Eighty percent
Galvanizing
introduction
utilization
Line. Eighty
of world
with the best of world best
introduction
of expansion
percent utilizationunit
of expansion unit
d.
capacity will contribute
capacitytowill
overall turnover
contribute at around
to overall 52,320.00
turnover million.
at around 52,320.00 million.
3. Risks &
3.Concerns
Risks & Concerns
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5. Management Discussion
Board of Directors periodically discusses on the increase/decrease of cost of goods sold, gross and net profit
margin and takes immediate measure on the analysis as required. A detailed report on discussion is included in
Annexure-1.
6. Dividend
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The boards of directors are pleased to recommend 12% Stock dividend and 3% cash dividend 3 (Three)
Paisa per share of Tk. 10 each equity shares for the year ended 30th June 2015 for consideration and
approval by the shareholders in this annual general meeting. The dividend on equity shares, if approved,
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would be paid to those members whose name appear on the register of members as on record date.
7. Credit Rating
Credit Rating Association of Bangladesh (CRAB) assigned rating as below:
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The adopted Standard Operating Procedures (SOP) for the betterment of internal control system to
ensure effective internal control, safe guard assets of the company, ensure compliance, promote efficient
and effective operations.
The company constitute an internal audit department by a professional team of 5 (five) members to
oversee the transaction and to ensure effective internal control system.
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12. Board of Directors
(i) Composition and size of the board :
(ii)
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As on 30th June 2015 there were 9 (nine) members on the board. The board comprises Chairman,
Vice Chairman, Managing Director, Deputy Managing Director and five Directors.
Board Meeting and attendance :
d.
There are 8 (nine) board meeting held during the financial year. Following table shows the
attendance of Directors in the meeting:
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The member who could not attend the meeting was granted leave or was outside the country.
M/S MABS & J Partners Chartered Accountants, Corporate Office: Park Plaza, Suite No. 9, 31, Road No. 17,
Banani C/A, Dhaka-1213 was appointed as external auditors for the financial year 2014-15.
The Board of Directors of the company in its Board Meeting also recommended for re-appointment of M/S
MABS & J Partners for the financial year 2015-2016. Remuneration of the auditor’s will be fixed by the
shareholders at this Annual General Meeting.
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educated, highly qualified and trained management. Our human capital is our strength as well as our core
competence. We believe in empowering our employees. Empowered employees care more about the success
of our company. They want to do a good job; they have a sense of ownership in our goals. In fact many of our
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goals become their goals. Empowered employees require less supervision, develop outstanding business
ideas, work smarter and more efficiently and are happy-which means they are extremely loyal.
The company’s compensation package including salary and allowance, festival bonus, performance bonus
d.
and leave fare assistance are attractive and alluring and motivates the employees to work enthusiastically and
dedicatedly. The company also have contributory provident fund, Workers profit participation fund and
Gratuity fund. There is a wide spectrum of health and safety measures for our employees.
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Effective corporate organizational structure , specification of job, employees job satisfaction, prudent
performance evaluation system ,sound promotion and remuneration system and focus on nursing talent make
Appollo unique and unparallel to its stakeholders.
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e) The system of internal control of sound in design and has been effectively implemented and
monitored.
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f) There are no doubts upon the company’s ability to continue as a going concern and the annual
accounts have been prepared on going concern basic.
g) The deviation from last year in the operating result of the company has been highlighted in the report
d.
and reasons therefore have been explained.
h) The key operating and financial data for the last five years is disclosed in Annexure-5.
i) The pattern of shareholding is disclosed in Annexure-6.
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j) A compliance status report with requirements of corporate governance as required by BSEC has
been disclosed in Regulatory Compliance Report segment.
k) Director’s profile and their Directorship and business interest in other organizations have been
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unrelenting commitment through the year. We would like to place on record our gratitude to our valued business
partner for their support and loyalty. We belief all our achievements are the result of the commitment and diligence
of all our employees and business partners.
In addition also express their gratitude to the shareholders of the company, Bangladesh Securities and Exchange
Commission, Dhaka Stock Exchange Limited, Chittagong Stock Exchange Limited, National Board of Revenue,
RJSC, various government authorities, trade bodies and all bankers financial institution for their continuous
support, co-operation and guidance, as we continue to take Appollo Ispat Complex Limited forward faster and
further as a leading player within business community and steel sectors in Bangladesh.
We are moving further to the next edge of growth and excellence; we seek your continuous support and
encouragement as we are used to get from you since beginning of our journey.
On behalf of the Board of Directors,
Deen Mohammad
Chairman
APPOLLO ISPAT COMPLEX LTD. 35
Annexure-1
Management Discussion and Analysis are design to provide readers with an over view of the business and an
analysis on Cost of Goods Sold, Gross and Net Profit margin.
Financial performance
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COGS vary directly with sales and production; the more items we sell or make, the more stock or components
we need to buy.
Gross profit is the difference between Net Turnover and the cost of goods sold.
d.
Gross profit = Net Turnover – Cost of Goods Sold
The gross profit margin is one indicator of the financial health of a business. Larger gross profit margins are better
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for business, the higher the percentage, the more the business retains of each Taka of sales for other expenses
and net profit.
Gross Profit Margin % = (Gross Profit / Net Turnover) X 100
During year 2014-15, Gross Profit Margin was increased by 14.65% due to Raw materials cost was decreased by
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10% Due to decreased the HR Coil price as well as price of other Direct Materials in international markets as well
as local markets.
Net profit margin ratio
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Net profit is calculated by subtracting expenses including tax and WPPF from the gross profit, showing what the
business has earned (or lost) in a given period of time.
Net Profit = Gross Profit – Expenses with Tax & WPPF
Net Profit of the company in the year 2014-15 has increased by 36.11% compared to 2013-14 due to reduction
in finance expense and tax rate.
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available in different countries and more countries capacity which covers entire CGL Plant and pickling
are coming in this industry as a raw material and re-winding line of C.R. Mill. Further Company
supplier. Moreover, the Company has already built for its NOF Project will procure another generator of
up good business relationship with big foreign
suppliers like POSCO and Hyundai of South Korea,
Nippon Steel and JFE of Japan, China Steel of
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the same. So power interruption will not have much
impact on production.
Market Risks:
d.
Taiwan and Marrubeni of Japan. Simultaneously
company keeps in hand bulk stock of raw materials.
1. Interest rate risks
2. Distribution risks
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quality product available to the consumer at right High rate of interest enhances the cost of fund of a
time and price. company and could adversely affect the business
and future financial performance.
Management Concerns
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Management Concerns
AICL has strong presence in all over the country,
both in rural and in urban areas, especially in the Management of the company believes that rise in
interest rate will not substantially affect the
north zone of Bangladesh. The Company has
company. Moreover, management of AICL is
strong distribution networks in a well planned
planning to pay off its Long Term Loans & Short
manner.
Term Loans from the IPO proceeds. After paying off
3. Bad debt risks the loans exposure of AICL, the interest rate risk will
Transaction on credit is a normal phenomenon in reduce to a great extent.
the business world. Company may incur loss due to 2. Exchange rate risks
the default as well as the failure to pay timely by the Exchange rate risk relates to the core business of
customers. AICL, since it mostly imports materials from abroad
Management Concerns in foreign currency. The Company imports raw
materials against payment of foreign currency and
Credit sales are covered by securities from the the price of raw material in the international market
Agents/Dealers in the form of Bank Guarantee, is relatively volatile. Unfavorable volatility or
Post dated cheques, etc. hence the chance of currency fluctuation may affect the profitability of
non-recovery of dues is negligible. the Company.
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fluctuations and international price movements, and aspects. The production facilities of the company are
inflationary circumstances. based on currently available technology. Any
invention of new and more cost-effective technology
3. Industry risks
The Company is operating in an industry where
there is a gap between demand and supply.
Although CI sheets business is a highly demanding
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may cause technological obsolescence and negative
operational efficiency. Any serious defects in the
plant and machinery may affect production and
profitability calling for additional investment for
d.
in our country, chances are there that excessive replacement.
competition may hamper the company’s business. Management Concerns
Increasing competition may force AICL to reduce
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prices of their products which may cause dropping Company owns modern technology with R&D
of their revenue and margin, and/or decrease its infrastructure and shall be able to adapt to any new
market share, either of which could have an inventions with moderate investments. The Company
has access to international/multinational companies
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Currently there is a gap between demand and been manufactured by reputed manufacturer with
supply of CI Sheets in our country. On the other proper warranty to take care of any defects or
hand demand for CI Sheets is increasing drastically confirmation of supplying of adequate spare parts. A
day by day. In this situation chance of excessive significant portion of the entire production process is
competition is almost zero. Moreover the accomplished through contract manufacturing. This
company’s brand “Rani Marka” is well accepted in arrangement provides the company with greater
the market for its quality and its factory is situated at leeway to adjust with any changed technological
Dhaka but other competitors’ factory is situated at atmosphere.
Chittagong. As a result, the Company takes 6. Changes in potential or existing
geographical advantages. government regulations
4. Customers Demand related risks The Company operates under Company's Act 1994
AICL's income is derived from sales to Bangladeshi and other related regulations, Income Tax Ordinance
customers mainly due to the persistent focus on the 1984, Income Tax Rules 1984, Value Added Tax
domestic market. Any adverse developments within (VAT) Act 1991 and Value Added Tax (VAT) Rules
Bangladesh or Bangladeshi customers, could lead 1991. Any abrupt changes of the policies made by the
to reduced demand from them resulting in adverse regulatory authorities may adversely affect the
performance of the company. business of the Company.
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the company may be affected due to unavoidable that political unrest will have little impact upon the
circumstances both in Bangladesh and worldwide, key operations of the company. AICL has taken
as such political turmoil and disturbance in the comprehensive insurance coverage for all assets to
country may adversely affect the economy in
general.
Management Concerns co
mitigate the losses due to any probable or possible
disaster.
2. Natural calamity risks
d.
The management of the company is always Any natural calamity may cause disruption in produc-
concerned about the prevailing and future changes tivity of the company.
in the global and national policy and shall response Management Concerns
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political stability and a congenial business which limits the discharge of pollutants into the air
water and established standards for the treatment,
environment. Political turmoil and the disturbance
storage and disposal of solid and hazardous wastes.
are bad for the economy and so also for the
These laws and regulations require investment of
company.
capital and other expenditure for ensuring compli-
ance. The operation of plant entail inherent risk of
environmental damages and the company may incur
Operational risks liabilities in the future arising from the discharge of
pollutants into the environment or waste disposal or
Operational risk covers the ability of the project to hazardous material handling practices.storage and
achieve the performance as envisaged. Technology disposal of solid and hazardous wastes. These laws
used, fuel supply arrangement, raw materials and regulations require investment of capital and
arrangement, operation & maintenance (O&M) other expenditure for ensuring compliance. The
arrangement and political condition are major operation of plant entail inherent risk of environmen-
sources of operational risk for the company. These tal damages and the company may incur liabilities in
risks can broadly divide in two category; Internal and the future arising from the discharge of pollutants
External factors. into the environment or waste disposal or hazardous
material handling practices.
Members of the board of directors were entitled and paid monthly as follows:
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DIRECTORS’ INVOLVEMENT IN OTHER ORGANIZATION
Annexure-4
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Dhaka- 1208
We certify that:-
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I. We have reviewed financial statements for the year ended June 30, 2015 and to the best of our
d.
knowledge and belief:
a) these financial statements do not contain any materially untrue statement or omit any
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b) these financial statements together present a true and fair view of the company’s affairs and
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II. To the best of our knowledge and belief, the company did not enter in to any transactions which are
contrary to the laws of the land or the ethical standards which the company adheres to.
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As required, all members of the Audit Committee are ‘financially literate’ and are able to analyses and
interpret financial statements to effectively discharge their duties and responsibilities as member of the Audit
Committee.
Company’s business is conducted in a proper and financially sound manner. The Audit Committee assists
the Board of Directors to ensure that the financial statements reflect a true and fair view of the state of affair
of the company an in ensuring a good monitoring system whiting business. The duties of the Audit Committee
are clearly set forth in writing.
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Financial Reporting
• To review the quarterly and annual financial statements of the Company, focusing particularly on:
- Any significant changes to accounting policies and practices;
- Significant adjustments arising from the audits;
- Compliance with applicable Financial Reporting Standards and other legal and regulatory
requirements; and
- The going concern assumption.
Related Party Transaction
• To review any related party transactions and conflict of interest situation that may arise within the
Company, including any transaction, procedure or course of conduct that may raise questions of
management integrity.
• To review the Boards statements on compliance with the BSEC Codes of Corporate Governance for
inclusion in the annual report.
Internal Control
To consider annually the risk Management Frame work adopted within the Company and to be satisfied that
the methodology deployed allows the identification, analysis, assessment, monitoring and communication of
risks in a regular and timely manner that will allow the Company to minimize losses and maximize
opportunities;
To ensure that the system of internal system of internal control is soundly conceived and in place, effectively
administered and regularly monitored;
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To cause reviews to be made of that extent of the extent of compliance with established internal policies,
standards, plans and procedures including, for example, the company’s Standers of business conduct;
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To obtain assurance that proper plans for control have been devolved prior to the commencement of major
areas of change within the company; and
d.
To recommend to the Board steps to improve the system of internal control derived from the findings of the
internal and external auditors and from the consultation of the Audit Committee itself
Internal Audit
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To be satisfied that the strategies, plans, manning and organization for internal auditing are communicated
down thought the Company. Specifically:
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To review the internal Audit plans and to be satisfied as to their consistency with the risk Management
Framework used and adequacy and coverage;
To be satisfied that the internal audit has the competency and qualifications to completes its mandates and
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To review status report from the internal audit and ensure that appropriate action have been taken to
implement the audit recommendations;
To recommend any broader reviews deemed necessary as a consequence of the issues or concerns
identified;
To ensure that internal audit has full, free and unrestricted access to all activities, records, property and
personal necessary to perform its duties; and
To request and review any special audit which its deem necessary.
External Audit
To review the external auditor’s audit plan nature and scope of internal controls and coordination of the
external auditor. The audit committee will consider a consolidate opinion on the quality of external audit at
one of its meeting.
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To act on any other matters as may be directed by the Board.
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The Audit Committee reports on it activities to the Board of Directors. The Audit Committee immediately
reports to the Board of Directors on the following findings; if any:
d.
• Report on conflicts of interest;
• Suspected or presumed fraud or irregularity or material defect in the internal control system;
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• Suspected infringement of laws, including securities related laws, rules and regulations;
• Any other matter that it deems necessary.
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In compliance with condition no. 6 of the Corporate Governance Guideline of Bangladesh Securities and
Exchange Commission Notification No.SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012, the
Managing Director and Chief Financial Officer (CFO) respectively of Appollo Ispat Complex Ltd. Have
certified before the Board that they have thoroughly reviewed the financial statements of the Company for the
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Meeting Attendance
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The Audit Committee met four times during the year 2014-15. The entire member was present in all
meetings of the Committee. The details of attendance of each member at the Audit Committee meetings
during 2014-15 are as follows:
The Managing Directors, CFO, Internal Auditors of Appollo Ispat Complex Ltd. Representatives of the
d.
external auditors had attended the meetings upon invitation by the audit Committee. From time to time,
other senior member of management has also been invited by the audit Committee to attend Audit
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Committee meetings.
The Audit Committee met with the external auditors separately, and with the internal auditors, on an annual
basis without any Executive Director begins present. The Company Secretary is the Secretary of the Audit
Committee, who facilities the Chairman and other member for effective function of the Committee as per it
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The committee held four meeting. The attendance of the members at these meeting is as under:
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the company and Risk management Program work plan.
• Reviewed and recommended to the Board steps to improve the company’s changes to accounting
policies and practices, adjustments arising from the audits.
•
External Audit
•
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Received updates on breaches of the Standards of Business Conduct and whistle blowing incidents.
Reviewed with the external auditor the Company’s quarterly and annual financial statements with the
d.
Finance Director focusing on findings arising from audits, particularly comments and responses in the
management letter as well as assistance give by the employees of the company before recommending
them to the Board of Directors for approval.
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• Reviewed the external auditors audit plan, nature and scope of the audit plan, audit report, evaluation of
internal controls and coordination of the external auditor.
• Reviewed the external auditor’s findings arising from audits, particularly comments and responses in
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management letters as well as the assistance given by the employees of the Group in order to be
satisfied that appropriate action is being taken.
• Exercised its right to hold meetings with the external auditor (private audience with statutory auditor)
without the presence of the Executive Directors or management. These private sessions help to reinforce
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the risk register and the Audit Committee. In turn, the Audit Committee formally approves the internal audit plan
during the first Audit Committee meeting each year and reviews the plan on a quarterly basis. Any subsequent
changes to the internal audit plan are approved by the Audit Committee. The scope of Internal Audit covers the
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audits to all units and operations. Internal Audit adopts a risk-based approach towards the planning and conduct of
audits which is consistent with the Company’s established framework in designing, implementing and monitoring
its control systems. Other main activities performed by the Internal Audit are as follows:
d.
• Review of the approval procedures in respect of recurrent related party transactions.
• Review the revisions to the credit policy and procedures for trade debtors and intercompany balances.
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napuri School, situated at a slum in Dhaka.
A total of 72 students are studying in the
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school. Appollo Ispat authority provides financial support to the school for paying salaries of teachers, pay
rent of the school building, buy books and other study materials, school-time food and also rice and flour to
the families of the students.
d.
Besides, Appollo Ispat actively took part in relief programmes during natural calamities like Aila, SIDR. It
stood beside the flood-hit people of the country’s south-western region supporting them with funds and
other relief materials.
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The role of Appollo Ispat in the development of the country’s sports and culture is commendable. Appollo
Ispat arranges various festivals like fruit festival, theatre festival, film festival etc. Appollo Ispat also spon-
sored some cricket tournament events.
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Appollo Ispat donates CI sheet free of cost in schools, colleges, and religious institutions like Masjid, Madra-
sha etc. Sometime Appollo Ispat also sale C.I. sheet as cost price for schools and colleges.
By manufacturing C.I. sheet of high standard and marketing those at affordable rates, the company has
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been relentlessly working to meet the demands for houses for the people of the country.
During early 60s, the company started to manufacture CI sheet by importing GP sheet from America and
Japan. Later, in 1987, they re-launched as Appollo Steel Mills to produce CI sheet by setting up factory
utilizing Japanese technology. The CI sheet knows as ‘Rani Brand’ got huge popularity in the country.
Following high demand, the company set up a environment-friendly factory at Shimrail in Narayanganj by
installing an ultra modern factory utilizing Japanese technology and turned the company as Appollo Ispat
Complex Limited.
In 2004, the company set up an ultra modern CR mill, where it started producing the raw material CR coil
instead of importing those.
The company has been marketing ‘Rani Brand’ CI sheet across the country for last 40 years. A number of
400 workers have been employed here and so 400 families are engaged with Appllo Ispat,
The venture has been successful with dynamic and visionary leadership and hard work of the entrepre-
neurs. Their relentless efforts have made it possible to make the brand popular among the people of the
country.
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Health awareness seminar with- ICDDRB Sponsor of Dhaka Press Club fruit festival
Appollo Ispat Corporate Cricket Team Sponsor of Dhaka Press Club Fruits Festival
AICL factory visited by journalists Wining ceremony corporate cricket league -2015
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We have audited the accompanying financial statements of APPOLLO ISPAT COMPLEX LIMITED (AICL)
which comprise the Statement of Financial Position as at 30 June 2015, Statement of Profit and Loss and Other
Comprehensive Income, Statement of Cash Flows and Statement of Changes in Equity for the year ended 30
June 2015 and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in
accordance with Bangladesh Financial Reporting Standards, and for such internal control as management
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determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors’ Responsibility
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Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with
d.
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
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An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor's judgment including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation
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of the financial statements in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
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estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Basis for Qualified Opinion
01. Reference to Note # 03 & 04
We observed weak control over fixed assets of the company as they did not maintain any fixed asset
register. The supporting documents and papers against additions to fixed assets and capital work in
process of Taka 317,692,557 (Fixed Assets for Taka 11,455,808 and Capital work in process of Taka
306,236,749) could not be made available to us for our verification out of total additions of Taka
800,456,904 during the year.
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the financial statements present fairly, in all material respects, (or give a true and fair view of) the financial
position of APPOLLO ISPAT COMPLEX LIMITED as at 30 June 2015 and (of) its financial performance and
its cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standards (BFRS),
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comply with the Companies Act 1994 and other applicable Laws and Regulations.
We also report that:
d.
a) We have obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit and made due verification thereof;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as
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d) The expenditure incurred was for the purpose of the company’s business.
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