annual report 2019 - sktrimsin.comannual general meeting 03 i sk trims & industries ltd. notice...

SK Trims & Industries Limited

ANNUAL REPORT 2019

Letter of Transmittal 02

Notice of the 5th Annual General Meeting 03

Corporate Directory 04

Five Years’ Financial Summery 05

The Company 06

Our Vision, Mission, Objectives and Values 07

The Board of Directors 08

Chairman’s Statement 10

Managing Director's Message 11

Photo Gallery 12

Directors’ Report 15

Management Discussion and Analysis on Financial Position and Performance 20

Audit Committee Report 21

Nomination and Remuneration Committee 22

MD & CFO’s Declaration to the Board of Directors 24

Certificate of Corporate Governance Compliance Report 25

Report of Corporate Governance Compliance Guidelines 27

Auditors’ Report to the Shareholders 40

Statement of Financial Position 44

Statement of Profit or Loss and Other Comprehensive Income 45

Statement of Changes in Equity 46

Statement of Cash Flows 47

Notes to the Financial Statements 48

Proxy Form & Attendance Slip 72

02 I SK Trims & Industries Ltd.

All Shareholders,Bangladesh Securities and Exchanges Commission,Registrar of Joint Stock Companies & Firms,Dhaka Stock Exchange Limited,Chittagong Stock Exchange Limited.

Subject: Annual Report for the Year Ended 30th June, 2019.

Dear Sir/Madam,Enclosed pleased find a copy of Annual Report together with the Audited Financial Statements including Statement of Financial Position as at 30th June 2019 and Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year ended 30th June 2019 along with notes to thereon of SK Trims & Industries Limited for your kind information and records.

Thanking you

Sincerely Yours

Sd/-Siran Bin SarwarCompany Secretary

LETTER OF TRANSMITTAL

Notice Of The 5th Annual General M

eeting


NOTICE OF THE 5TH ANNUAL GENERAL MEETINGNotice is hereby given that the 5th Annual General Meeting (AGM) of the shareholder of SK Trims & Industries Limited will be held on Sunday, December 29, 2019 at 10.00 A.M at Factory premises to transect the following business:.

AGENDA1. To received, consider and adopt the Directors’ Report and approve the Auditors’ Report and Financial Statements for the year 2018-2019.

2. To approve the dividend for the year ended 30th June, 2019 as recommended by the Board of Directors.

3. To elect/re-elect/resign directors as per terms of the relevant provision.

4. To appoint the Auditors of the company and fix their remuneration for the year 2019-2020.

5. To appoint Auditors/Professionals for Compliance of Corporate Governance Code.

6. To discuss about IPO fund utilization proceeds.

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

By order of the Board

Sd/-Dated: November 30, 2019 Siran Bin Sarwar Company Secretary

Note:1. The Shareholders whose name will be appeared in the share register of the company or in the depository register

on the record date, i.e., November 25, 2019 will be entitled to attend the AGM and to receive the dividend.

2. A Member entitled to attend and Vote at the General Meeting may appoint a Proxy to attend and vote on his/her behalf. Proxy form, affxed with requisite revenue stamp of tk. 20/-, must be submitted at the Head Office of the Company not later than 48 hour before the time fixed for the meeting.

3. Admission to the Annual General Meeting will be allowed strictly on production of the attendance slip sent with the Notice as well as verification of signature of Member (s) and/of Proxy-holder(s).

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CORPORATE DIRECTORYBOARD OF DIRECTORSMd. Tafazzal Hossain Forhad : ChairmanM. A. Kayum Howlader : Managing DirectorMd. Atiqur Rahman : Director Abdur Razzak : Nominee Director of Global Max Packaging Limited Sheikh Nasir Uddin : Independent Director

Audit CommitteeSheikh Nasir Uddin : ChairmanAbdur Razzak : MemberMd. Atiqur Rahman : MemberSiran Bin Sarwar : Member Secretary

Nomination & Remunaration CommitteeSheikh NasirUddin : ChairmanMd. Tafazzal Hossain Forhad : MemberAbdur Razzak : MemberSiran Bin Sarwar : Member Secretary

Company Secretary : Mr. Siran Bin Sarwar

Chief Financial Officer : Mr. Md. Robiul Islam

Head of Internal Audit : Mr. Md. Nazmul Hossain

Auditor : Ashraf Uddin & Co., Chartered Accountants

Banker : FSIBL : SIBL : Mercantile Bank : One BankLegal Adviser : Reckon Associates

Insurer : Express Insurance Limited.

Head Office : Floor: 03, House: 25, Road:11, Sector:10, Uttara, Dhaka.

Registered Office Factory : 45, Madrasa Road, 111/33 Tilargati, Sataish, Tongi, Gazipur Bangladesh.

E-mail : [email protected] & [email protected] Website : www.sktrimsin.com.


FINANCIAL HIGHLIGHTS

Revenue 1,146,706,965 691,391,358 458,984,210 349,377,435 201,449,715

Gross Profit 251,132,769 149,969,081 99,055,816 75,828,405 43,893,686

Profit from Operation 215,132,954 11,405,869 70,740,604 53,988,297 24,359,758

Net Profit Before Tax 203,510,338 95,511,594 64,426,133 49,916,967 20,756,265

Net Profit After Tax 194,493,192 86,299,488 53,053,892 41,142,737 17,117,496

Net Cash Generated fromOperating activities

102,409,128 3,237,027 57,851,701 13,719,065 1,380,818

30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015Operational Result

Non-Current Assets 562,020,045 409,467,603 393,529,762 146,162,700 93,792,344

Current Assets 765,745,833 972,316,183 197,779,915 139,399,777 79,982,526

Shareholder's Equity 1,068,409,573 897,613,612 511,524,466 63,366,477 22,117,496

Non-Current Liabilities 14,730,939 14,510,313 10,413,576 100,782,285 73,163,053

Current Ratio 3.13 2.07 2.85 1.15 1.02

Quick Ratio 2.49 1.74 1.68 0.63 0.38

Debt to Equity Ratio 0.13 0.13 0.06 1.64 3.44

Net Income Ratio (%) 16.96% 12.48% 11.56% 11.78% 8.50%

Return on Equity (%) 18.2% 9.61% 18.46% 96.26% 72.44%

Earnings Per Share (Basic) 2.53 1.92 4.65 4.16 2.17

Earnings Per Share (Adjusted) 2.53 1.23 0.76 0.59 0.24

30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015Financial Position

30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015Key Financial Ratio

Amount in Taka

CorporateHistory

SK Trims & Industries Limited was incorporated in Bangladesh as a Private Limited Company with the issuance of Certificate of incorporation bearing no. C-116347/14 dated on June 01, 2014 by the Registrar of Joint Stock Companies & Firms, Dhaka, Bangladesh. Later on, April 25, 2016, the name of the Company was changed to SK Trims & Industries Limited. The Company Converted into public Limited company on August 13, 2017.

The Company started its commercial operation on 01 June 2014. SK Trims & Industries Limited has engaged in manu-facturing, of all kinds of Swing Thread, Elastic, Poly, Carton, Photo Card, Back Board, Bar Code, Hangtag, Gum Tape etc. for export oriented garments industry.

SK Trims & Industries Limited is a 100% deemed export oriented company. Its products are marketed based on buyer’s requirement. It exports Swing Thread, Elastic, Poly, Carton, Photo Card, Back Board, Bar Code, Hangtag, Gum Tape etc. against L/C. It supplies to export oriented garments industry against Back to Back L/C. All 100% export oriented garments industries are the main buyer.It works as a deemed exporter.



MISSION STATEMENTOur mission is to provide high quality garments accessories to satisfy our client’s needs through a range of efficient and effective manufacturing activi-ties and delivered on a holistic basis.

VISION STATEMENTIn order to realize the mission, we will:

Strive for attaining a leadership position in our business sector.

Provide products and services of high and consistent quality, ensuring value for money to our customer

Attain a high level of productivity in all our operations through effective utilization of time and adoption of appropriate technology.

Ensure superior return on investment through judicious use of resources and efficient

operations, utilizing our core competencies

OUR OBJECTIVES To achieve highest standards in quality, delivery and compliance.

To achieve high efficiency measures in production units.

To protect the interest of all shareholders

To work hard to optimize profit through conduction of transparent business operations.

OUR VALUESHighest Compliance Standard

Safety First

Continuous Improvement

Customer Focus

Transparent Business

Fairness

THE BOARD OF DIRECTORS

Md. Tafazzal Hossain ForhadChairman, SK Trims & Industries Ltd.Md. Tafazzal Hossain Forhad was born in July 1, 1963 in an illustrious family of Noakhali. He was born and brought up in Noakhali by his beloved parents and later moved to Dhaka in pursue of his career. His fatherlate Golam Moula-was a school teacher and mother late Mohsena Khatunwas a housewife. Mr. T.H Forhad lives in Bashundhara R/A with his wife Sultana Parvin and his 3 children. His residential address is: House# 463, Road# 7, Bashundhara R/A, Dhaka-1229. Md. Tafazzal Hossain Forhad obtained his M. Com from AIUB and is the Chairman of SK Trims & Industries Ltd.

M. A. Kayum HowladerManaging Director, SK Trims & Industries Ltd.

M. A. Kayum Howlader was born in a renowned family of Barisal in the year 1974. His father M. A. Hakim Howlader was a symbol of inspiration for everyone and his mother Rezia Begum dedicated her life towards the upbringing of her family and children. Mr. Kayum Howlader lives in Uttara at House No # 20, Road No#23 of sector 07.M. A. Kayum Howlader has a young son and a daughter and his spouse Ruma Kumkum is a diversely talented woman and is one of the family's main strength. He obtained his B.A from Babugunj Degree College, Barisal and has vast experience in the garments accessories sector for which he is the Managing Director and the Mastermind behind the success of SK Trims & Industries Ltd.

Md. Tafazzal Hossain ForhadChairman, SK Trims & Industries Ltd.Md. Tafazzal Hossain Forhad was born in July 1, 1963 in an illustrious family of Noakhali. He was born and brought up in Noakhali by his beloved parents and later moved to Dhaka in pursue of his career. His fatherlate Golam Moulawas a school teacher and mother late Mohsena Khatunwas a housewife. Mr. T.H Forhad lives in Bashundhara R/A with his wife Sultana Parvin and his 3 children. His residential address is: House# 463, Road# 7, Bashundhara R/A, Dhaka-1229. Md. Tafazzal Hossain Forhad obtained his M. Com from AIUB and is the Chairman of SK Trims & Industries Ltd.

Md. Atiqur RahmanDirector, SK Trims & Industries Ltd.

Md. Atiqur Rahman, the Director of SK Trims & Industries Ltd. was born in December 01, 1981 in a well-known family of Barisal. His father Md. Bazlur Rahman and mother Mst. Israkon Nessaare both very respectable person in Barisal. Mr. Atiqur Rahman's sresidential address is: Vill-Baherchor Ghoshkathi, Baherchor Ghoshkathi, PO- Baherchor Ghoshkathi-8210, Barisal. Md. Atiqur Rahman obtained his M. Sc (Physics) from Tejgaon College, Dhaka and has immense knowledge in accessories business. He has been working in this field for about 10 years and is the Director and one of the senior members of SK Trims & Industries Ltd.

Md. Atiqur RahmanDirector, SK Trims & Industries Ltd.

Md. Atiqur Rahman, the Director of SK Trims & Industries Ltd. was born in December 01, 1981 in a well-known family of Barisal. His father Md. Bazlur Rahman and mother Mst. Israkon Nessaare both very respectable person in Barisal. Mr. Atiqur Rahman's sresidential address is: Vill-Baherchor Ghoshkathi, Baherchor Ghoshkathi, PO- Baherchor Ghoshkathi-8210, Barisal. Md. Atiqur Rahman obtained his M. Sc (Physics) from Tejgaon College, Dhaka and has immense knowledge in accessories business. He has been working in this field for about 10 years and is the Director and one of the senior members of SK Trims & Industries Ltd.

M. A. Kayum Howlader was born in a renowned family of Barisal in the year 1974. His father M. A. Hakim Howlader was a symbol of inspiration for everyoneand his mother Rezia Begum dedicated her life towards the upbringing of her family and children. Mr. Kayum Howlader lives in Uttara at House No # 20, Road No#23 of sector 07.M. A. Kayum Howlader has a young son and a daughter and his spouse Ruma Kumkum is a diversely talented woman and is one of the family's main strength. He obtained his B.A from Babugunj Degree College, Barisal and has vast experience in the garments accessoriessector for which he is the Managing Director and the Mastermind behind the

Director, SK Trims & Industries Ltd.


Abdur Razzak (Nominee Director of Global Max Packaging Limited)

Director, SK Trims & Industries Ltd.

Mr. Abdur Razzak was born in November 02, 1967 in Barisal. His parents late.Abdur Satter Howlader and Khaleda Begum are the main reasons for his success and has always been a motivational figure in his life. His residential address is: Plot-A-94, A-95 & A-96, BSCIC I/E, Kalurghat (Extn.), PS- Chand-goan, Chittagong. PO: 4212. Mr. Abdur Razzak obtained his M.Sc. Engineer-ing from Moscow Power Engineering Institute and has bundle of experience in the accessories industry. He is the Director and one of the key members of SK Trims & Industries Ltd.

Sheikh Nasir UddinIndependent Director, SK Trims & Industries Ltd.

Sheikh Nasir Uddin was born in 9July, 1968 in aprominent family of Gopalgonj. His father late Alimuddin Sheikh and mother late Jahurun Nessa were noble human beings and devoted their life to ensure the best future for their children. Mr. Sheikh Nasirlives at 48, 49 Kakrail, Flat No# C-7, Ramna, Dhaka. He obtained his M. Com (Management) from University of Dhaka and has a sole proprietorship business of his own, which has been in operation for the last 20 years. Now Sheikh Nasi Uddin has been appointed as the Independent Director of SK Trims & Industries Ltd.

Abdur Razzak Director, SK Trims & Industries Ltd.

Mr. Abdur Razzak was born in November 02, 1967 in Barisal. His parents late.Abdur Satter Howlader and Khaleda Begum are the main reasons for his success and has always been a motivational figure in his life. His residential address is: Plot-A-94, A-95 & A-96, BSCIC I/E, Kalurghat (Extn.), PS- Chandgoan, Chittagong. PO: 4212. Mr. Abdur Razzak obtained his M.Sc. Engineering from Moscow Power Engineering Institute and has bundle of experience in the accessories industry. He is the Director and one of the key members of SK Trims & Industries Ltd.

Sheikh Nasir Uddin was born in 9July, 1968 in aprominent family of Gopalgonj. His father late Alimuddin Sheikh and mother late Jahurun Nessa were noble human beings and devoted their life to ensure the best future for their children. Mr. Sheikh Nasirlives at 48, 49 Kakrail, Flat No# C-7, Ramna, Dhaka. He obtained his M. Com (Management) from University of Dhaka and has a sole proprietorship business of his own, which has been in operation for the last 20 years. Now Sheikh Nasi Uddin has been appointed as the


CHAIRMAN’S STATEMENTDear Valued Shareholders

Assalamualaikum,It is a great pleasure for me to be here with you at the 5th Annual General Meeting. On behalf of the Board of Directors I express my heartfelt thanks and profound gratitude to you for your support and trust. It is my privilege to present to you the Annual Report for the period of 1st July, 2018 to 30th June, 2019.

It’s my pleasure to present the Annual Report containing Report of the Board of Directors, Audited Financial State-ments. It gives me immense pleasure that we got the opportunity to meet with you all and discuss on the performance for the concerned year of the company and share the views.

In the financial year of July 2018 to June 2019 SK Trims & Industries Limited performed very well. The company acquired Machineries around amounting Tk. 39.53 million. We are pleased to report that the company’s Revenue for the year ended June 30, 2019 is Tk. 1,146.71 million. Net Profit after tax for the year is Tk. 194.49 million. Net profit margin is 16.96% of total Sales Revenue. Hence, Earnings per Share (EPS) is Tk 2.53. The board of Director has recommended 10% Stock &10% Cash Dividend for year ended 30th June, 2019. The Board of Directors of the Company is committed to delivering good Governance and exercise best suited in all respects.

I on behalf of the Board would like to express my sincere thanks to the valued shareholders for the having the confidence on the Board of the company throughout the year. I am also grateful to the Bangladesh Securities and Exchange Commission, Dhaka Stock Exchange Limited, Chittagong Stock Exchange Limited, Registrar of Joint Stock Companies & Firms, and Central Depository Bangladesh Limited, Banks and Financial Institutions and other stakehold-ers for their support and patronage extended towards the company from time to time.

I embrace your support and seek your co-operation by all means for a brighter future for all.

Thanking you

Regards

Sd/-Md. Tafazzal Hossain ForhadChairman


Managing Director's MessageDear valued shareholders,

Assalamualaikum,

It gives me immense honor and pleasure to welcome you to our 5th Annual General Meeting. I am very pleased to announce that this is the 2nd AGM after Initial Public Offer (IPO). We are at our best to add value to the company and shareholders.

I am delighted to announce that the year 2018-2019 has been a successful year for the company. SK Trims & Industries Limited has earned the highest profit in the year 2018-2019 since its inception. Bangladesh economic outlook is very rosy. We expect that our company will do better in the coming years.

We believe that our efficient management and skilled labor are the backbone of the company. The company will continue to hold the sustainable and steady growth and profits in the coming years with bringing good returns to all the stakeholders.

With warm regards

Sd/-M. A. Kayum HowladerManaging Director


PHOTO GALLARY


Dear Shareholders,

Assalamualaikum,On behalf of the Board of Directors and on my own behalf I welcome you all to the 5th Annual General Meeting. The Board of Directors is pleased to take the opportunity to present you the Audited Financial Statements of the Company for the year ended June 30, 2019, Auditors’ report and the Directors’ Report along with Company’s performance and other matters in terms of the Companies Act, 1994, International Accounting Standards, the guideline issued by Bangla-desh Securities and Exchange Commission, listing regulations of Dhaka Stock Exchange Ltd. and Chittagong Stock Exchange Ltd. and other applicable rules and regulations.

BackgroundSK Trims & Industries Limited was incorporated in Bangladesh as a Private Limited Company with the issuance of Certificate of incorporation bearing no. C-116347/14 dated on June 01, 2014 by the Registrar of Joint Stock Companies & Firms, Dhaka, Bangladesh. Later on, April 25, 2016, the name of the Company was changed to SK Trims & Industries Limited. The Company Converted into public Limited company on August 13, 2017.

The Authorized capital of the company is Tk. 770.00 million and paid up capital 1,000.00 million. The company was listed to DSE and CSE on 2018.

RevenueAs you are aware that the Company is 100% deemed exporter, mainly engaged in the business of manufacturing of all kinds of Sewing Thread, Elastic, Poly, Carton, Photo Card, Back Board, Bar Code, Hangtag, Gum Tape etc. and supply to the oriented garments Industries. The revenue stood at 1,146.70 million for the year 2018-2019 under BTB L/C.

The operating financial results of the Company for the year ended June 30, 2019 as compared to previous year are summarized

Hereunder:

Industry outlook and possible future developments in the industryThe company is 100% deemed exporter, mainly engaged in the business of manufacturing of all kinds of Carton, Elastic, Photo Card, Twill tape, Back board, Gum tape, Poly, Swing Thread, Sticker, Photo Inlay, Bar code, Hangtag etc. for use in export oriented garments. Competitive wage rate together with easily trainable workforce, entrepreneurial skill, expanding supply side capacity, and government policy support helped to transform the comparative advantages into competitive advantages for this industry. The core strength of the accessories sector is its backward linkage.

DIRECTORS’ REPORT

Revenue 1,146,706,965 691,391,358Gross Profit 251,132,769 149,969,081Net Profit Before Tax 203,510,338 95,511,594 Current Tax 9,017,146 9,212,106Net Profit After Tax 194,493,192 86,299,488Gross Margin (Revenue) 21.90% 21.69%Net Margin (BT) 17.74% 13.81%Net Margin (AT) 16.96% 12.48%Earnings Per Share-Basic (EPS) (Tk.) 2.53 1.92Number of Shares 7,70,00,000 7,00,00,000

Particular June 30, 2019 June 30, 2018


Segment ReportingThe company operates in one segment, which is the business of garments accessories.

Risk and concernsChanges in the existing global or national policies can have either positive or negative impacts for the company. Any price hike of raw materials due to change in policy in the international market might hamper the product price and profitability. Moreover, the performance of the company may be affected by the political and economic instability both in Bangladesh and worldwide. Any instance of political turmoil and disturbance in the country may adversely affect the economy in general. Similarly, risks and concern of the industry depends on the upcoming Government policy as well. However, garments being the major foreign currency earner have always enjoyed special consideration from all the successive Governments and expectation is that it will continue in the future.

A discussion on cost of goods sold, gross margin and net profit margin:

Discussion on continuity of extra-ordinary gain or lossThere is no significant extra-ordinary gain or loss during the financial year.

Related party transactionsRelated party transactions has been disclosed in note nos. 27.05, 27.08 & 27.09 of the notes to the financial statements.

Significant variance of financial statementsThe Earning per share (EPS) as on June 30, 2019 stood at Tk. 2.53 against Tk. 1.92 compared to June 30,2018. The EPS has increased due to increase of production capacity as well as increase of Sales and Net Profit after Tax compared to the previous year of June 30, 2018.

The Net Operating Cash Flow per share (NOCFPS) in current year is Tk. 1.33 as against Tk. 0.21 compared to the previous year of June 30, 2018 due to increase in collection from turnover & FDR interest income realization and comparatively lower payment made for suppliers and others.

Utilization of IPO fundSK Trims & Industries Ltd. has raised share capital worth TK. 30.00 crore through initial public offering(IPO) in order to Construction of building and other civil works, Acquisition of machineries and equipment and to meet up IPO expense. In the year 2018-2019, the company has utilize 96,571,000 Taka for Construction of building and other civil works and 20,870,665 Taka to meet up IPO Expense. In this regard we have reported to BSEC, DSE and CSE on a monthly basis. There are no significant variations after company go for Initial Public Offering(IPO) in the financial results. No such variations occurred.

Compliance of Notification No BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018.Board Size: The number of members of the Board of Directors stands 5 (including one Independent Director) as per direction given by BSEC.

Independent DirectorsAs per Bangladesh Securities and Exchange Commission notification No BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 the board of directors of SK Trims & Industries Limited appointed Mr. Sheikh Nasir Uddin on August 30,2017 as Independent Directors for a three year term.

Subsequently the appointment Mr. Sheikh Nasir Uddin was confirmed in the 3rd Annual General Meeting held on December 31, 2017 by the Shareholders.

Cost of Goods Sold 78.09% 78.31%Gross Profit 21.90% 21.69%Net Profit for the year 16.96% 12.48%

Particular June 30, 2019 June 30, 2018


Subsidiary CompanyThe Company has no subsidiary company

Managing Director (MD) or Chief Executive Officer (CEO),Chief Financial Officer (CFO), Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS)

As per corporate governance of BSEC, the company has allocated the responsibilities as follows: Managing Director : M.A. Kayum HowladerCompany Secretary : Mr. Siran Bin SarwarChief Financial Offcer : Mr. Md. Robiul IslamHead of Internal Audit : Mr. Md. Nazmul Hossain

Duties of CEO & CFOThe provision of BSEC regulations has been compiled

Audit CommitteeThe Audit Committee, as a subcommittee of the Board of Director, has been constituted of three members from the board of directors with one Independent director as a chairman. The company Secretary acts as Secretary to the Audit Committee. This committee assists the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the company. The Audit Committee shall conduct at least its four meetings in a financial year. The quorum of the meeting of the Audit committee shall beconstituted in presence of either two members or two-third ofthe members of the Audit Committee, whichever is higher,where presence of an independent director is a must. Audit committee is responsible to the Board of Directors and its roles and responsibilities are clearly set forth. The role of the Audit Committee has been started in the annual audit committee report.

Nomination and Remuneration CommitteeThe Nomination and Remuneration Committee (NRC), as a sub-committee of the Board of Director has been consti-tuted of three member from the board of directors with one Independent director as a chairman. The company Secre-tary acts as Secretary to the Nomination and Remuneration Committee. The Nomination and Remuneration Committee assists the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive of the company. NRC is responsible to the Board of Directors and its roles and responsibilities are clearly set forth.

External Statutory AuditorsThe BSEC guidelines are being strictly followed in engaging statutory Auditors.

Maintaining a websiteThe company maintains an official website, www.sktrimsin.com, which is linked with the website of the stock exchange.

Reporting and Compliance of Corporate Governance Requirement of the above are being complied with and is shown as Annexure-B

Directors’ Appointment and Re-AppointmentWith regard to the appointment, retirement and re-appointment of directors, the company is governed by its Articles of Association, the Companies Act, 1994 and other related legislations. Accordingly, the following Director of the Board will retire at the annual general meeting:

1.Mr. Abdur Razzak (Nominee Director of Global Max Packaging Limited)2. Mr. Md. Atiqur Rahman

Mr. Abdur Razzak (Nominee Director of Global Max Packaging Limited) and Mr. Md. Atiqur Rahman will be re-appointed as director subject to the approval of the members at the 5th Annual General Meeting of the company.


Mr. Abdur Razzak (Nominee Director of Global Max Packaging Limited) and Mr. Md. Atiqur Rahman will be re-appointed as director subject to the approval of the members at the 5th Annual General Meeting of the company.

Shareholding of DirectorsThe shareholding of directors at the end of 30th June, 2019 is shown as Annexure-II of this report.Directors involved in other companies are shown as Annexure-III.

Board Meeting and Attendance10 (Ten) Board Meetings were held during the year. The attendance record of the directors is as given below:

Director’s remunerationDirector’s remuneration is shown in the note no. 27.08 of the notes to the Financial Statements.

Statement of Directors on Financial ReportsIn accordance with the Bangladesh Securities and Exchange Commission Notification No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June, 2018, the Directors are pleased to confirm the following:

i. Proper books and accounts of the company have been maintained.

ii. Appropriate accounting policies have been applied consistently in preparation of the Financial Statements and the accounting estimates are based on reasonable and prudent judgment.

iii. The International Financial Reporting standards, as applicable in Bangladesh, have been followed in the preparationof the financial statements.

iv. The Financial Statements prepared by the management of the issuer company present fairly its state of a�airs, the results of its operation, cash flows and changes in equity.

v. Internal control system is sound and has been implemented and monitored e�ectively.

vi. Minority shareholders have been protected from abusive actions by controlling shareholders acting either directly or indirectly.

vii. No bonus shares or stock dividend has been or shall be declared as interim dividend.

viii. The key operating and financial data for the last five years are shown on page 5.

ix. The pattern of shareholding is provided in Annexure-II of the annual report.

Internal ControlThe Board has ultimate responsibilities to establish the e�ective system of internal control. To ensure internal control regarding risk management, financial control and compliance legislation, the company already has a strong internal audit department.

Going ConcernWhile approving the Financial Statements, the directors have analyzed the Financials Statements, business operation as well as other indicators for enabling them to understand the ability of the company to continue its operation for a foreseeable period. Directors are convinced and have a reasonable expectation that the company has adequate resources to continue its operation consistently for the foreseeable future.

DividendThe Board of Directors has recommended 10% Stock&10% Cash Dividend to the Shareholders for the year ended June 30, 2019, subject to the approval in the forthcoming AGM. The dividend will only be entitled to the shareholders

Name of DirectorsMr. Md. Tafazzal Hossain Forhad Chairman 10Mr. M.A Kayum Howlader Director & Managing Director 10Mr. Abdur Razzak Director 8Mr. Md. Atiqur Rahman Director 7Mr. Sheikh Nasir Uddin Independent Director 8

Designation No. of Meetings Attended


names will be appeared in the share register of the company /Depository Register of CDBL on record date i.e. Novem-ber 25, 2019.

Statutory AuditorsChartered Accountants firm, Ahmed & Akhter Chartered Accountants, BCIC Bhaban (3rd Floor) 30-31, Dilkusha, C/A, Dhaka-1000 was appointed as External Auditor for the year 2018-2019 of the Company by the shareholders in 4th AGM held on December 20, 2018. But in early July 2019, Bangladesh Securities and Exchanges Commission (BSEC) remove Ahmed & Akhter, Chartered Accountants from the list of panel auditors of BSEC. In this casual vacancy Board of Directors of SK Trims & Industries Ltd. has appointed Ashraf Uddin & CO., Chartered Accountants. They have carried out the audit for the year 2018-2019. This was their 1st year audit in the Company and the firm is eligible for re-appointment for the year 2019-2020.

The Audit Committee reviewed the proposals for re-appointment and conducted a formal assessment and recom-mended to the board for appointment of Ashraf Uddin& CO., Chartered Accountants as the statutory auditor for the year 2019-2020.

Upon the recommendation of the Audit Committee, the board of directors is proposing the appointment of Ashraf Uddin& CO., Chartered Accountants, 142/B, Green Road (3rd& 4th Floor), Dhaka-1215 as the Statutory Auditor to the shareholders in the 5th AGM for approval and fix their fees.

Professionals for Compliance of Corporate Governance CodeThe board has appointed M/s. Podder & Associates, Cost & Management Accountants as professional for Report on Compliance Governance Guidelines for the year 2019-20.

AcknowledgmentI would like to take this opportunity, on behalf of the Board of Directors, to express my heartfelt gratitude to the valued shareholders, clients, and well-wishers at home and aboard for their wholehearted co-operation and active support in discharging the responsibilities that lies on me and the Board during the year.

I would also like to thank Bangladesh Securities and Exchange Commission (BSEC), Dhaka Stock Exchange (DSE), Chittagong Stock Exchange (CSE), Registrar of Joint Stock Companies and Firms (RJSC), Central Depository Bangladesh Ltd. (CDBL), Government and many others for their sincere support and wholehearted co-operation towards our company.

I, on behalf of the Board, also put on record my deep appreciation for the services and loyalty of all the Directors, Executives, o�cersand employees, workers of the company at all levels without which we could not have achieved this result.

I now appeal to the magnanimity of valued shareholders to kindly accept and approve the Auditors’ Report, Audited Financials Statements 2019 and Directors’ Report placed before you.

Thanking you,

On behalf of the Board of Directors,

Sd/-Md. Tafazzal Hossain ForhadChairman


Management Discussion and Analysis onFinancial Position and Performance

In the financial year 2018-19, SK Trims & Industries Limited generated sales amounting to tk. 1,146.71million, compar-ing to tk. 691.39 million in 2017-18. Net profit after tax in the financial 2018-19 was Tk. 194.49 which was tk. 86.30 million in financial year 2017-18. Debt to equity ratio has been very low that indicates company is financially solvent.

Accounting policy and estimation for preparing financial statements have been remained same as it was before. Hence, there is no effect in this regard.

Peer companies of SK Trims & Industries Ltd. are Olympic Accessories Ltd., KDS Accessories Ltd. The comparisons for the year ended 30th June 2019 are as follows.

Bangladesh has been enjoying a strong macroeconomic stability for a decade. Constant 6% plus economic growth has been witnessed in this decade. As per provisional estimate of BBS, the GDP growth stood at 8.13% in FY2018-19, which was 7.86% in previous fiscal year. It is forecasted 8% plus in this FY 2019-2020. Per capita income has been increasing constantly and it is predicted that it would be USD 1909 in the fiscal year 2018-2019. Earlier it was USD 1,751 in 2017-18, which was USD 1,610 in FY 2016-17. All are eyeing to be middle income country by 2027. In the fiscal year 2019-2020, in the first quarter, our export growth has been slumped due to low demand from our exporting countries and we hope in the coming months it will be recovered with the concerted effort by the government and business communities. Forex Reserve is around USD 32 billion and it is facing huge pressure because of high import as huge development works are underway in the country. However, government has taken new initiatives by providing 2% cash incentives for foreign remittance. We hope that it will boost up foreign reserve or at least manage the down-ward pressure on forex reserve because of high import.

As far as risks are concerned, SK Trims & Industries Limited is exposed to foreign exchange risk, inflation risk. Foreign exchange risk is trade-off between export and import. As we have to make less payment against export earning, foreign exchange risk is mitigated. In terms of inflation, this is adjusted in sales price. Hence, company can mitigate this risk as well.

Sd/-M. A. Kayum HowladerManaging Director

Sales (Million Tk.) 1146.71 1103.80 2302.16Net Profit Margin (Million Tk.) 194.49 96.65 138.44Net Profit Ratio (AT)12.96% 8.76% 6.01%Net Cash Flow Per Share 1.33 1.88 2.02EPS 2.53 0.57 2.20NAV 13.88 14.65 24.94

Indicator OALSK TRIMS KDS


AUDIT COMMITTEE REPORTFOR THE YEAR ENDED JUNE 30, 2019

SK Trims & Industries Limited established an audit committee as a sub-committee of the Board of Directors. The committee supports the Board in fulfilling its oversight responsibilities.

The audit committee of SK Trims & Industries Limited Consist of the following Board members:Sheikh Nasir Uddin : ChairmanAbdur Razzak : MemberMd. Atiqur Rahman : MemberSiran Bin Sarwar : Member Secretary

Meeting of Audit Committee : 4 (Four)

The Roles and Responsibilities of the Audit Committee The Role and Responsibilities of the Audit committee are clearly mentioned in the Compliance of Corporate Govern-ance Guidelines of Bangladesh Securities and Exchange Commission (BSEC) are as follows:• Oversee the financial reporting process.• Monitor choice of accounting policies and principles.• Monitor Internal Control Risk management process.• Oversee hiring and performance of external auditors• Review the Annual Financial Statements before submission to the board for approval.• Review the quarterly and half yearly Financial Statements before submission to the Board for approval.• Review the adequacy of internal Audit function.• Review statement of significant related party transactions submitted by the management.• Review Management letter/Letter of Internal Control weakness issued by statuary auditors.

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

RecommendationThe audit committee recommended to the Board of Directors that:

1. The Financial Statements for the year ended June 30, 2019 be approved.

2. Chartered Accountants firm, Ashraf Uddin & Co. Chartered Accountants may be appointed as the Auditor of the company for the year 2019-2020, subject to the approval of the 5th Annual General Meeting of the company.

On behalf of the Audit Committee

Sd/-Sheikh Nasir UddinChairmanAudit Committee


NOMINATION AND REMUNERATIONCOMMITTEE The Nomination and Remuneration committee (NRC) is the sub-Committee of the Board. The NRC shall assist the Board in formulation of the nomination criteria or for determining qualifications, positive attributes, experiences and independence of directors and top level executives as well as a policy for formal process of considering remuneration of directors, top level executives. As per Corporate Governance Code SKTIL has recently formed a new Nomination and Remuneration Committee (NRC). The Nomination and Remuneration Committee consists of the following members:

Sheikh Nasir Uddin : Chairman

Md. Tafazzal Hossain Forhad : Member

Abdur Razzak : Member

Siran Bin Sarwar : Member Secretary

Scope and role of NRCNRC shall be responsible to the Board and to the shareholders of the company.NRC shall oversee and formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to the remuneration of the directors, top level executive, considering the following:

(i) The level and composition of remuneration is reasonable and sufficient to attain, retain and motivate suitable directorsto run company successfully;

(ii) The relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

(iii) Remuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long -term performance objectives appropriate to the working of the company and its goals;

(iv) Devising a policy on board's diversity talking into consideration age, gender, experience, ethnicity, educational background and nationality;

(v) Identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the board;

(vi) Formulating the criteria for evaluation of performance of independent directors and the board;

(vii) Identifying the company's needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria;

(viii) Developing, recommending and reviewing annually the company's human resource and training policies and any other services that the board of Directors determines time to time.

AuthorityThe board authorizes the committee to:a) Investigate any activity within its terms of reference and make recommendations to the board which it deems

appropriate on any area within its limit where action or improvement is needed.

b) Seek any information it requires from or request the attendance at any of its meetings or any employee of the group and all directors and employees are expected to co-operate with any request made by the committee.

c) Use any form of resource that it considers to be appropriate, including obtaining, at the company’s expense (such expense to be agreed in advance with the committee chair).


Activities and recommendations of the NRC for the year ended on 30 June 2019

As per terms of reference (ToR), during the financial year from 01 July 2018 to 30 June 2019, the nomination and remu-neration committee’s first meeting was held on 02April 2019 and reviewed the existing policy and procedures hiring, recruiting, remuneration package, qualification, performance indication procedures and gave their recommendation to the board for consideration.

GratitudeThe member of the Nomination and Remuneration Committee express their gratitude and thanks to the board of direc-tors for their prudent guidance and the management for their cooperation in performing their duties and responsibilities.

Sd/-Sheikh Nasir UddinChairmanNomination and Remuneration Committee


Annexure- A[As per condition No. 1(5)(xxvi)]

MD & CFO’S DECLARATIONTO THE BOARD OF DIRECTORSDate: 18.10.2019The Board of DirectorsSK Trims &Industries LimitedRegistered Office: 45, Madrasa Road,111/33 Tilargati, Sataish, Tongi, Gazipur-1712

Subject: Declaration on Financial Statement for the year ended on 30 June 2019

Dear Gentlemen,Pursuant to the condition No. 1(5)(xxvi) imposed vide the Commission’s Notification No. BSEC/CMRRCD/2006-158/2017/Admin/80 Dated 03 June 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby declare that:

(1) The Financial Statements of SK Trims & Industries Limited for the year ended on 30 June 2019 have been preparedin compliance with International Accounting Standards (IASs) or International Financial Reporting Standards (IFRSs), as applicable in the Bangladesh and any departure there from has been adequately disclosed;

(2) The estimates and judgments related to the financial statements were made on a prudent and reasonable basis, in order for the financial statements to reveal a true and fair view;

(3) The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly presentedin its financial statements;

(4) To ensure above, the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records;

(5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed; and

(6) The management’s use of the going concern basis of accounting in preparing the financial statements is appropriateand there exists no material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

In this regard, we also certify that: -- (i) We have reviewed the financial statements for the year ended on 30 June 2019 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 collectively present true and fair view of the Company’s affairs and are in compliance with existingaccounting standards and applicable laws.

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

Sincerely yours,

Sd/-

(Mr. M.A Kayum Howlader)

Managing Director

Sd/-

(Md. Robiul Islam)

Chief Financial Officer


Following International Financial Reporting Standards(IFRSs) and International Accounting Standards (IASs)has been adopted:

Financial Instruments : Disclosures IFRS 7

Operating Segments IFRS 8

Financial Instruments IFRS 9

Fair Value Measurement IFRS 13

Revenue from Contracts with Customers IFRS 15

Presentation of Financial Statements IAS 1

Inventories IAS 2

Statement of Cash Flows IAS 7

Accounting Policies, Changes in Accounting Estimates and Errors IAS 8

Events after the Reporting Period IAS 10

Income Taxes IAS 12

Property, Plant and Equipment IAS 16

Employee Benefits IAS 19

The effects of Changes in Foreign Exchange Rates IAS 21

Borrowing Costs IAS 23

Related Party Disclosures IAS 24

Financial Instruments: Presentation IAS 32

Earnings per Share IAS 33

Impairment of Assets IAS 36

Provisions, Contingent Liabilities and Contingent Assets IAS 37

Financial Instruments: Recognition and Measurement IAS 39

Name of the Accounting Standards Ref. No.


Annexure-I

Shareholding Pattern Annexure-IIThe shareholding of directors at the period end of 30 June, 2019 is shown as bellow:

Directors involved in other Companies: Annexure-III

SL Name Designation in SKTIL

Directorship/Sponsorship/ Ownership with other

companies

Position

1 Md. Tafazzal Hossain Forhad Chairman - - - - - -

2 M. A. Kayum Howlader Managing Director - - -3 Mr. Md. Atiqur Rahman Director - -

4 Mr. Abdur Razzak (Nominee Director of Global Max Packaging Ltd.) Director - -

5 Mr. Sheikh NasirUddin Independent Director - -

Name of Directors Position 30.06.2019

No of Share % of Share 1.Parent/Subsidiary/Associate companiesand other related parties. - - -2.Directors, CEO, CS, CFO, HIA and theirspouses and minor children: 2.A. Directors

Md. Tafazzal Hossain Forhad Chairman 1,540,000 2.00%

M. A. Kayum Howlader Managing Director 11,537,900 14.98%

Mr. Md. Atiqur Rahman Director 1,540,000 2.00%

Mr. AbdurRazzak (Nominee Director of GlobalMax Packaging Ltd.) Director 8,482,430 11.02%

Mr. Sheikh Nasir Uddin Independent Director - 0%

2.B. CEO, CS, CFO, HIA:

Md. Robiul Islam Chief Financial Officer - -

Siran Bin Sarwar Company Secretary - -

Md. Nazmul Hossain Head of Internal Audit - -

3. Executives

Abdur Razzak General Manager - -

Md Khalilur Rahman GM (Marketing) - -

Md. Zakir Patawary Manager - -

4. Shareholding 10% or more voting right M. A. Kayum Howlader Managing Director 11,537,900 14.98%Mr. Abdur Razzak (Nominee Director of GlobalMax Packaging Ltd.) Director 8,482,430 11.02%



We have examined the compliance status to the Corporate Governance Code by SK Trims & Industries Ltd. for the year ended on June 30, 2019. This Code relates to the No�fica�on No. BSEC/CMRRCD/2006-158/207/Admin/80, Dated: 3 June 2018 of the Bangladesh Securi�es and Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examina�on was limited to the procedures and implementa�on thereof as adopted by the Management in ensuring compliance to the condi�ons of the Corporate Governance Code.

This is scru�ny and verifica�on and an independent audit on compliance of the condi�ons of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Ins�tute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condi�on of this Corporate Governance Code.

We state that we have obtained all the informa�on and explana�ons, which we have required, and a�er due scru�ny and verifica�on thereof, we report that, in our opinion:

(a) The Company has complied with the condi�ons of the Corporate Governance Code as s�pulated in the above men�oned Corporate Governance Code issued by the Commission;

(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Ins�tute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;

(c) Proper books and records have been kept by the company as required under the Companies Act, 1994, the securi�es laws and other relevant laws ; and

(d) The governance of the company is sa�sfactory.

Place-Dhaka.Date: December 07, 2019

Annexure -B[Cer�ficate as per Condi�on No. 1(5) (xxvii)]

For Mazumdar Sikder and AssociatesCost & Management Accountants

Md. Salauddin sikder FCMASenior Partner

Report to the Shareholders of SK Trims & Industries Ltd.on compliance on the Corporate Governance Code

105/A (3rd Floor), Kakrail, Dhaka-1000, Phone : 028300376, Fax : 02-8300375


ConditionNo.

Title Remarks(IF ANY) Complied

NotComplied

1 Board of Directors

1(1) Size of the Board of Directors

Independent Directors1(2)

The total number of the board members of the company shall not be less than 5 (five) and more than 20 (twenty)

1(2)(a) At least one fifth (1/5) of the total number of directors in the company’s board shall be independent directors.

1(2)(b) For the purpose of this clause 'independent director' means a director-

1(2)(b)(i) Who either does not hold any share in the company or holds less than one percent (1%) shares of the total paid-up shares of the company;

who is not a sponsor of the company or is not connected with the company's any sponsor or director or nominated director or shareholder of the company or any of its associates, sister concerns, subsidiaries and parents or holding entities who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship and his or her family members shall not hold above mentioned shares in the company;

1(2)(b)(ii)

1(2)(b)(iii) who has not been an executive of the company in imme-diately preceding 2 (two) financial years;

1(2)(b)(iv) who does not have any other relationship, whether pecu-niary or otherwise, with the company or its subsidiary or associated companies;

1(2)(b)(v)

1(2)(b)(vi)

who is not a member or TREC (Trading Right Entitlement Certificate) holder, director or officer of any stock exchange;

1(2)(b)(vii

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

1(2)(b)(viii who is not independent director in more than 5 (five) listed companies;

1(2)(b)(ix) who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan or any advance to a bank or a Non-Bank Financial Institution (NBFI);

who is not a partner or an executive or was not a partner or an executive during the preceding 3 (three) years of the concerned company’s statutory audit firm or audit firm engaged in internal audit services or audit firm conduct-ing special audit or professional certifying compliance of this Code;

SK Trims & Industries Limited Status of Compliance with the Corporate Gevernance Guideline (CGC) "Status of compliance with the conditions imposed by the Commission’s Notification No.SEC/CMRRCD/2006-158/207/Admin/80 dated 3 June 2018 issued under section 2CC of the Securities and Exchange Ordinance, 1969:" (Report under Condition No. 9)

Annexure -C[As per Condi�on No. 1(5) (xxvii)]


ConditionNo.


NotComplied

who has not been convicted for a criminal offence involv-ing moral turpitude;

1(2)(b)(x)

The independent director(s) shall be appointed by the Board and approved by the shareholders in the Annual General Meeting (AGM);

1(2)(c)

The post of independent director(s) cannot remain vacant for more than 90 (ninety) days;

1(2)(d)

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

1(2)(e)

Qualification of Independent Director1(3)Independent Director shall be a knowledgeable individual with integrity who is able to ensure compliance with finan-cial laws, regulatory requirements and corporate laws and can make meaningful contribution to business;

1(3)(a)

Independent Director shall have following qualifica-tions

1(3)(b)

Business leader who is or was a promoter or director of an unlisted company having minimum paid up capital of Tk. 100.00 million or any listed company or a member of any national or international chamber of commerce or business association; or

1(3)(b)(i)

Corporate leader who is or was a top level executive not lower than Chief Executive Officer or Managing Director or Deputy Managing Director or Chief Financial Officer or Head of Finance or Accounts or Company Secretary or Head of Internal Audit and Compliance or Head of Legal Service or a candidate with equivalent position of an unlisted company having minimum paid up capital of Tk. 100.00 million or of a listed company;

1(3)(b)(ii)

Former official of government or statutory or autonomous or regulatory body in the position not below 5th Grade of the national pay scale, who has at least educational background of bachelor degree in economics or commerce or business or law;

1(3)(b)(iii)

University Teacher who has educational background in Economics or Commerce or Business Studies or Law;

1(3)(b)(iv)

The independent director shall have at least 10 (ten) years of experiences in any field mentioned in clause (b);

1(3)(c)

In special cases, the above qualifications or experiences may be relaxed subject to prior approval of the Commis-sion;

1(3)(d)

Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer

1(4)

Professional who is or was an advocate practicing at least in the High Court Division of Bangladesh Supreme Court or a Chartered Accountant or Cost and Manage-ment Accountant or Chartered Financial Analyst or Char-tered Certified Accountant or Certified Public Accountant or Chartered Management Accountant or Chartered Secretary or equivalent qualification;

1(3)(b)(v)

No Vacancy Occourd

-

-

-

-

No such incidentarose


ConditionNo.


NotComplied

The positions of the Chairperson of the Board and the Managing Director and/ or Chief Executive Officer (CEO) of the company shall be filled by different individuals;

1(4)(a)

The Managing Director (MD) and/ or Chief Executive Officer (CEO) of a listed company shall not hold the same position in another listed company;

1(4)(b)

The Chairperson of the Board shall be elected from among the non-executive directors of the company;

1(4)(c)

The Board shall clearly define respective roles and responsibilities of the chairperson and the Managing Director and/ or Chief Executive Officer;

1(4)(d)

In the absence of the chairperson of the Board, the remaining members may elect one of themselves from non-executive directors as Chairperson for that particular Board’s meeting; the reason of absence of the regular Chairperson shall be duly recorded in the minutes.

1(4)(e)

The Board of the company shall include the following additional statements or disclosures in the Directors’ Report prepared under section 184 of the Companies Act, 1994 (Act No. XVIII of 1994):-

An industry outlook and possible future developments in the industry;

1(5)(i)

1(5)(ii)

The Directors’ Report to Shareholders: 1(5)

No such issue arose

No such issue arose

No such matterto explain

The Segment-wise or product-wise performance;1(5)(iii) Risks and concerns including internal and external risk

factors, threat to sustainability and negative impact on environment, if any;

1(5)(iv) A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin, where applicable;

1(5)(v) A discussion on continuity of any Extra-Ordinary activities and their implications (gain or loss);

1(5)(vi) A detailed discussion on related party transactions along with a statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions;

1(5)(vii) A statement of utilization of proceeds raised through public issues, rights issues and/or any other instruments;

1(5)(viii) An explanation if the financial results deteriorate after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Share Offer, Direct Listing, etc;

1(5)(ix) An explanation on any significant variance that occurs between Quarterly Financial performance and Annual Financial statements;

1(5)(x) A statement of remuneration paid to the directors includ-ing independent directors

1(5)(xi) The financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes in equity;

1(5)(xii) Proper books of account of the issuer company have been maintained;



ConditionNo.


NotComplied

No such matterto explain

The BOD declared dividend

1(5)(xiii) Appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment;

1(5)(xiv) International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there from has been adequately disclosed;

1(5)(xv) The system of internal control is sound in design and has been effectively implemented and monitored;

1(5)(xvi) Minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly and have effective means of redress;

1(5)(xvii) There is no significant doubt upon the issuer company’s ability to continue as a going concern, if the issuer company is not considered to be a going concern, the fact along with reasons there of shall be disclosed;

1(5)(xviii) An explanation that significant deviations from the last year’s operating results of the issuer company shall be highlighted and the reasons thereof shall be explained;

1(5)(xix) Key operating and financial data of at least preceding 5 (five) years shall be summarized;

1(5)(xx) An explanation on the reasons if the issuer company has not declared dividend (cash or stock) for the year;

1(5)(xxi) Board’s statement to the effect that no bonus share or stock dividend has been or shall be declared as interim dividend;

1(5)(xxii) The total number of Board meetings held during the year and attendance by each director;

1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate number of shares (along with name-wise details where stated below) held by:-

1(5)(xxiii)(a) Parent or Subsidiary or Associated Companies and other related parties (name-wise details);

1(5)(xxiii)(b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and Compliance and their spouses and minor children (name-wise details);

1(5)(xxiii)(c) Executives; and

1(5)(xxiii)(d) Shareholders holding ten percent (10%) or more voting interest in the company (name-wise details);

1(5)(xxiv) In case of the appointment or reappointment of a director, a disclosure on the following information to the share-holders:-

1(5)(xxiv)(a) a brief resume of the director1(5)(xxiv)(b) nature of his or her expertise in specific functional areas;1(5)(xxiv)(c) names of companies in which the person also holds the

directorship and the membership of committees of the Board;


ConditionNo.


NotComplied

1(5)(xxv) Management’s Discussion and Analysis signed by CEO or MD presenting detailed analysis of the company’s position and operations along with a brief discussion of changes in the financial statements, among others, focusing on:

1(5)(xxv)(a) accounting policies and estimation for preparation of financial statements;

1(5)(xxv)(b) changes in accounting policies and estimation, if any, clearly describing the effect on financial performance or results and financial position as well as cash flows in absolute figure for such changes;

1(5)(xxv)(c) comparative analysis (including effects of inflation) of financial performance or results and financial position as well as cash flows for current financial year with immedi-ate preceding five years explaining reasons thereof;

1(5)(xxv)(d) compare such financial performance or results and finan-cial position as well as cash flows with the peer industry scenario;

1(5)(xxv)(e) briefly explain the financial and economic scenario of the country and the globe;

1(5)(xxv)(f) risks and concerns issues related to the financial state-ments, explaining such risk and concerns mitigation plan of the company;

1(5)(xxv)(g) future plan or projection or forecast for company’s opera-tion, performance and financial position, with justification thereof, i.e., actual position shall be explained to the shareholders in the next AGM;

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No. 3(3) shall be disclosed as per Annexure-A;

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No. 9 shall be disclosed as per Annexure-B and Annexure-C.

The company shall conduct its Board meetings and record the minutes of the meetings as well as keep required books and records in line with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Code.

1(7) Code of Conduct for the Chairperson, other Board members and Chief Executive Officer

1(7)(a) The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remunera-tion Committee (NRC) at condition No. 6, for the Chair-person of the Board, other board members and Chief Executive Officer of the company;

1(6) Meetings of the Board of Directors:


ConditionNo.


NotComplied

Not Applicable

Not Applicable

Not Applicable

Not Applicable

Not Applicable

1(7)(b) The code of conduct as determined by the NRC shall be posted on the website of the company including, among others, prudent conduct and behavior; confidentiality; conflict of interest; compliance with laws, rules and regulations; prohibition of insider trading; relationship with environment, employees, customers and suppliers; and independency.

2(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the compo-sition of the Board of the subsidiary company;

2(b) At least 1 (one) independent director on the Board of the holding company shall be a director on the Board of the subsidiary company;

2(c) The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company;

2(d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company also;

2(e) The Audit Committee of the holding company shall also review the financial statements, in particular the invest-ments made by the subsidiary company.

3 Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer (CFO), Head of Internal Audit and Compliance (HIAC) and Company Secre-tary (CS)

3(1) Appointment3(1)(a) The Board shall appoint a Managing Director (MD) or

Chief Executive Officer (CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) and a Head of Internal Audit and Compliance (HIAC);

3(1)(b) The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO) and Head of Internal Audit and Compliance (HIAC) shall be filled by different individuals;

3(1)(c) The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time;

3(1)(d) The Board shall clearly define respective roles, responsi-bilities and duties of the CFO, the HIAC and the CS;

3(1)(e) The MD or CEO, CS, CFO and HIAC shall not be removed from their position without approval of the Board as well as immediate dissemination to the Commission and stock exchange(s).

3(2) Requirement to attend Board of Directors’ Meetings: The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board provided that CS, CFO and HIAC shall not attend such part of a meetings of the Board relating to their personal matter.

2 Governance of Board of Directors of Subsidiary Company


ConditionNo.


NotComplied

3(3) Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a) The MD or CEO and CFO shall certify to the Board that they have reviewed financial statements for the year and that to the best of their knowledge and belief:

3(3)(a)(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; and

3(3)(a)(ii) 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;

3(3)(b) The MD or CEO and CFO shall also certify that there are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board or its members

3(3)(c) The certification of the MD or CEO and CFO shall be disclosed in the Annual Report.

4 Board of Directors’ Committee:- For ensuring good governance in the company, the Board shall have at least following subcommittees:

4(i) Audit Committee4(ii) Nomination and Remuneration Committee

5(1)(a) The company shall have an Audit Committee as a sub-committee of the Board;

5(1)(b) The Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the company and in ensuring a good monitoring system within the business;

5(1)(c) The Audit Committee shall be responsible to the Board; the duties of the Audit Committee shall be clearly set forth in writing.

5(2)(a) The Audit Committee shall be composed of at least 3 (three) members;

5(2)(b) The Board shall appoint members of the Audit Committee who shall be non-executive directors of the company excepting Chairperson of the Board and shall include at least 1 (one) independent director;

5(2)(c) All members of the audit committee should be “financially literate” and at least 1 (one) member shall have account-ing or related financial management background and 10 (ten) years of such experience;

5(2) Constitution of the Audit Committee

5 Audit Committee5(1) Responsibility to the Board of Directors


5(2)(d) When the term of service of any Committee member expires or there is any circumstance causing any Committee member to be unable to hold office before expiration of the term of service, thus making the number of the Committee members to be lower than the prescribed number of 3 (three) persons, the Board shall appoint the new Committee member to fill up the vacancy immediately or not later than 1 (one) month from the date of vacancy in the Committee to ensure continuity of the performance of work of the Audit Committee;

5(2)(e) The company secretary shall act as the secretary of the Committee;

5(2)(f) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

5(3)(a) The Board shall select 1 (one) member of the Audit Committee to be Chairperson of the Audit Committee, who shall be an independent director;

5(3)(b) In the absence of the Chairperson of the Audit Commit-tee, the remaining members may elect one of themselves as Chairperson for that particular meeting, in that case there shall be no problem of constituting a quorum as required under condition No. 5(4)(b) and the reason of absence of the regular Chairperson shall be duly recorded in the minutes.

5(3)(c) Chairperson of the Audit Committee shall remain present in the Annual General Meeting (AGM);

5(4) Meeting of the Audit Committee

5(5) Role of Audit Committee: The Audit Committee shall:-

5(4)(a) The Audit Committee shall conduct at least its four meet-ings in a financial year

5(4)(b) The quorum of the meeting of the Audit Committee shall be constituted in presence of either two members or two third of the members of the Audit Committee, whichever is higher, where presence of an independent director is a must.

5(5)(a) Oversee the financial reporting process;

5(5)(b) monitor choice of accounting policies and principles;

5(5)(c) monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including approval of the Internal Audit and Compliance Plan and review of the Internal Audit and Compliance Report;

5(5)(d) oversee hiring and performance of external auditors;5(5)(e) hold meeting with the external or statutory auditors for

review of the annual financial statements before submis-sion to the Board for approval or adoption;

5(5)(f) review along with the management, the annual financial statements before submission to the Board for approval;

5(5)(g) review along with the management, the quarterly and half yearly financial statements before submission to the Board for approval;

5(3) Chairperson of the Audit Committee

ConditionNo.


NotComplied

No such Incident arose



ConditionNo.


NotComplied

review the adequacy of internal audit function;

5(5)(h)review the Management’s Discussion and Analysis before disclosing in the Annual Report;

5(5)(i)

review statement of all related party transactions submit-ted by the management;

5(5)(j)

review Management Letters or Letter of Internal Control weakness issued by statutory auditors;

5(5)(k)

oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and time required for effective audit and evaluate the performance of external auditors;

5(5)(l)

oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus approved by the Commission:

5(5)(m)

The Audit Committee shall report on its activities to the Board.

5(6)(a)(i)

The Audit Committee shall immediately report to the Board on the following findings, if any:-

5(6)(a)(ii)

report on conflicts of interests;5(6)(a)(ii)(a)

suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process or in the financial statements;

5(6)(a)(ii)(b)

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

5(6)(a)(ii)(c)

any other matter which the Audit Committee deems necessary shall be disclosed to the Board immediately;

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

Report on activities carried out by the Audit Committee, including any report made to the Board under condition No. 5(6)(a)(ii) above during the year, shall be signed by the Chairperson of the Audit Committee and disclosed in the annual report of the issuer company.

5(6)(a)(ii)(d)

Reporting to the Shareholders and General Inves-tors:

5(7)

Nomination and Remuneration Committee (NRC)6Responsibility to the Board of Directors6(1)The company shall have a Nomination and Remunera-tion Committee (NRC) as a subcommittee of the Board;

6(1)(a)

Reporting to the Authorities: 5(6)(b)

Reporting of the Audit Committee5(6)Reporting to the Board of Directors5(6)(a)





No such reportable incidet arose


ConditionNo.


NotComplied

The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifica-tions, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive;

6(1)(b)

The Terms of Reference (ToR) of the NRC shall be clearly set forth in writing covering the areas stated at the condi-tion No. 6(5)(b).

6(1)(c)

Constitution of the NRC6(1)(c)

The Committee shall comprise of at least three members including an independent director;

6(2)(a)

All members of the Committee shall be non-executive directors;

6(2)(b)

Members of the Committee shall be nominated and appointed by the Board;

6(2)(c)

The Board shall have authority to remove and appoint any member of the Committee;

6(2)(d)

In case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases of vacancies, the board shall fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the Committee;

6(2)(e)

The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion from such external expert and/or member(s) of staff shall be required or valuable for the Committee;

6(2)(f)

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

6(2)(g)

The quorum of the NRC meeting shall not constitute without attendance of at least an independent director;

6(2)(h)

No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consul-tancy role or otherwise, other than Director’s fees or honorarium from the company.

6(2)(i)

Chairperson of the NRC 6(3)The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an independent director;

6(3)(a)

In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes;

6(3)(b)

The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders.

6(3)(c)

Meeting of the NRC6(4)

Constitution of the NRC6(2)





ConditionNo.


NotComplied

The NRC shall conduct at least one meeting in a financial year;

6(4)(a)

The Chairperson of the NRC may convene any emer-gency meeting upon request by any member of the NRC;

6(4)(b)

The quorum of the meeting of the NRC shall be consti-tuted in presence of either two members or two third of the members of the Committee, whichever is higher, where presence of an independent director is must as required under condition No. 6(2)(h);

6(4)(c)

The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC.

6(4)(d)

Role of the NRC6(5)NRC shall be independent and responsible or account-able to the Board and to the shareholders;

6(5)(a)

NRC shall oversee, among others, the following matters and make report with recommendation to the Board;

6(5)(b)

formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to the remu-neration of the directors, top level executive, considering the following:

6(5)(b)(i)

the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate suitable directors to run the company successfully;

6(5)(b)(i)(a)

the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

6(5)(b)(i)(b)

remuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

6(5)(b)(i)(c)

devising a policy on Board’s diversity taking into consid-eration age, gender, experience, ethnicity, educational background and nationality;

6(5)(b)(ii)

identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the Board;

6(5)(b)(iii)

formulating the criteria for evaluation of performance of independent directors and the Board;

6(5)(b)(iv)

identifying the company’s needs for employees at differ-ent levels and determine their selection, transfer or replacement and promotion criteria;

6(5)(b)(v)

developing, recommending and reviewing annually the company’s human resources and training policies;

6(5)(b)(vi)

The company shall disclose the nomination and remu-neration policy and the evaluation criteria and activities of NRC during the year at a glance in its annual Report.

6(5)(c)

External or Statutory Auditors7

The issuer company shall not engage its external or statutory auditors to perform the following services of the company, namely:-

7(1)



ConditionNo.


NotComplied

7(1)(i) appraisal or valuation services or fairness opinions;7(1)(ii) financial information systems design and implementation;7(1)(iii) book-keeping or other services related to the accounting

records or financial statements;7(1)(iv) broker-dealer services;7(1)(v) actuarial services;7(1)(vi) internal audit services or special audit services;7(1)(vii) any service that the Audit Committee determines;7(1)(viii) audit or certification services on compliance of corporate

governance as required under condition No. 9(1);7(1)(xi) any other service that creates conflict of interest.7(2) No partner or employees of the external audit firms shall

possess any share of the company they audit at least during the tenure of their audit assignment of that company; his or her family members also shall not hold any shares in the said company

7(3) Representative of external or statutory auditors shall remain present in the Shareholders’ Meeting (AGM or EGM) to answer the queries of the shareholders.

9 Reporting and Compliance of Corporate Governance9(1) The company shall obtain a certificate from a practicing

Professional Accountant or Secretary (Chartered Accountant or Cost and Management Accountant or Chartered Secretary) other than its statutory auditors or audit firm on yearly basis regarding compliance of condi-tions of Corporate Governance Code of the Commission and shall such certificate shall be disclosed in the Annual Report.

9(2) The professional who will provide the certificate on compliance of this Corporate Governance Code shall be appointed by the shareholders in the annual general meeting.

9(3) The directors of the company shall state, in accordance with the Annexure-C attached, in the directors’ report whether the company has complied with these conditions or not.

8(1) The company shall have an official website linked with the website of the stock exchange.

8 Maintaining a website by the Company

8(2) The company shall keep the website functional from the date of listing.

8(3) The company shall make available the detailed disclo-sures on its website as required under the listing regula-tions of the concerned stock exchange(s).


Independent Auditors’ ReportTo the Shareholders SK Trims & Industries Limited

Report on the Audit of the Financial Statements

OpinionWe have audited the accompanying financial statements of SK Trims & Industries Limited (‘the company) which comprise the Statement of Financial Position as on 30th June, 2019 and Statement of Profit or Loss and Other Compre-hensive Income, Statement of Changes in Equity, Statement of Cash Flows and a summary of significant accounting policies and other Explanatory Notes to the Financial Statement. In our opinion, the financial statements prepared in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) give a true and fair view of the financial position of SK Trims & Industries Limited as of 30th June, 2019 and results of its financial performance and its cash flows for the year then ended & comply with the Companies Act 1994, & other applicable laws & regulations.

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirement that are relevant to our audit of the financial statements in Bangladesh, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters Key audit matters are those matters that, in our professional judgments, were of most significant in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1.Revenue RecognitionRef: Note 18.00

Key audit matters How our audit address the matter

The company recognized export revenue Tk. 1,146,706,965/- for the year.

Revenue recognition have significant and widespread influence over the financial statements and plays a vital role in calculating Corporate Tax. Since, revenue recog-nition is one of the performance indicator in almost all sector, there always exist risk of revenue smoothing or window dressing.

As per IFRS 15 revenue is recognized when a perfor-mance obligation is satisfied by transferring control over a promised good or service

-We clearly encoded the total procedure of deemed export process starting from receipt of customer order to realization of export revenue.

-We tested the key controls over approval of export order, signing off documents by appropriate personnel and input sales data into system in a complete & accurate manner.

-We tested the correctness of journal entries and recal-culate the amount shown in sales ledger and make sure that the carry forward figure is accurate.

-We carefully checked that, no unusual journal entries were made at the period end and also check the transactions/entries just before and after the balance sheet date to confirm cut off.-We also considered the bank confirmation letter stating the actual sales revenue collected by the bank on behalf of the company.


2.InvestmentRef: Note 8.00


3.Deferred Tax LiabilityRef: Note 12.00


-We have checked all paper documents of the invest-ments along with corresponding ledger balances after reimbursement of fund.

- We confirmed investment balances agreeing them to the general ledger, inspect period-end activity for proper cutoff, checked investment disclosures.

-We obtained a clear understanding of the company’s investment policy and its compliance with local regulatory body.

- We also reviewed the Board minutes to verify the decision is approved in a proper way with the proposal of CFO.

-We observed that if any one person buys and sells investments, records those transactions, and reconciles the investment activity and does not possess sufficient knowledge or skill to properly perform the duty.

The company has invested a sum of Tk. 123,566,626/- in 07(seven) different companies considering as mate-rial effort.

The directional risk for investments is that they are overstated and there is possibility of covering theft by overstatement. There could be other risk like- stolen, errors in reconciliation, improper cut off / disclosure.

-We verified that right opening balances are carried forward in deferred tax account.

-We made sure that ,the tax base is according to 3rd schedule of ITO 1984 and the accountant of the company have clear understanding of posting the associated journal entries.

-We evaluated the adequacy of financial statement disclosures including key assumptions, judgments and sensitivities.

As per IAS 12 Income Taxes, the two components of the company’s estimated tax is Current Tax & Deferred Tax. There is a deferred tax liability of 14,730,939/- which is more than 1% of the total asset value.

The temporary difference of deferred tax consists critical calculation and forecast. The uncertainty in forecasting results or lack of expertise may results in material misstatements which may have an impact on corporate tax.

4. Capital work in progressRef: Note 4.00


-We inspected the documents in support of the total amount of investment in capital project and make sure none of them is irrelevant with current year ( cut off).

-We inspected the physical existence of the assets capitalized in current year along with the verification of company’s legal rights on those assets.

-We evaluate the appropriateness of disclosures in financial statements.

In the year ended 30th June, 2019 the company started Capital project of Tk.106,207,340/- among which Tk.72,542,586/- has been capitalized.

The amount represents almost 2.6% of total assets and there is chances of over statement.


Other Information Management is responsible for the other information. The other information comprises all of the information in the Annual report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information.

Our opinion on the financial statements does not cover the other information and we do not express any form of assur-ance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reason-able assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

� Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, inten-tional omissions, misrepresentations, or the override of internal control.

� Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

� Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

� Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

� Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during

our audit.

Report on Other Legal and Regulatory RequirementsIn accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987, we also report the following:

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

b) In our opinion, proper books of accounts as required by law have been kept by the Group and the Company so far as it appeared from our examination of these books;

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

d) The expenditure incurred was for the purposes of the the Company’s business.

Place : DhakaDate : October 27, 2019

Ashraf Uddin & Co.Chartered Accountants


AssetsNon-Current Assets 562,020,045 409,467,603 Property, Plant and Equipment 3.00 528,355,291 409,467,603 Capital Work in Progress 4.00 33,664,754 -

Current Assets 765,745,833 972,316,183 Inventories 5.00 157,779,559 108,192,766 Trade and other Receivables 6.00 233,475,804 159,619,836 Advance, Deposits and Prepayment 7.00 31,419,405 45,199,211 Investment 8.00 123,566,626 - Cash and Cash Equivalents 9.00 219,504,439 659,304,370

Total Assets 1,327,765,878 1,381,783,786

Shareholder's Equity and Liabilities Shareholder's Equity 1,068,409,573 897,330,113 Share Capital 10.00 770,000,000 700,000,000 Retained Earnings 11.00 298,409,573 197,330,113

Non-Current Liabilities 14,730,939 14,450,177 Deferred Tax Liability 12.00 14,730,939 14,450,177

Current Liabilities 244,625,366 470,003,496 Short Term Borrowings 13.00 199,957,626 117,265,446 Liabilities for Expenses 14.00 16,517,640 20,905,417 IPO Refund Liability 15.00 1,197,521 317,813,938 Liabilities for WPPF 16.00 10,175,517 5,119,215 Trade and other Payables 17.00 16,777,062 8,899,480

Total Shareholders Equity and Liabilities 1,327,765,878 1,381,783,786

Net Asset Value (NAV) per share 25.00 13.88 12.82

June 30, 2019NotesParticulars

Amount in TakaJune 30, 2018

SK TRIMS & INDUSTRIES LTD.Statement of Financial Position

As at June 30, 2019

The accompanying notes form an integral part of these financial statements.

Sd/-Company Secretary

Sd/-Managing Director

Sd/-Chairman

Signed as per our report on even date.

Date : 27/10/2019Place: Dhaka



Revenue 18.00 1,146,706,965 691,391,358

Cost of goods sold 19.00 (895,574,196) (541,422,277)

Gross Profit 251,132,769 149,969,081Operating expenses 20.00 (35,903,815) (31,346,879)

Profit from Operation 215,228,954 118,622,202Other Income 21.00 13,521,855 2,134,940

Finance Cost 22.00 (15,064,953) (13,253,635)

Profit before Contribution to WPPF 213,685,855 107,503,507Contribution to WPPF (Expenses) 23.00 (10,175,517) (5,119,215)

Profit before Income Tax 203,510,338 102,384,292 Income Tax Expenses (9,017,146) (9,151,970)Current Tax 14.01 (8,736,384) (5,115,369)

Deferred Tax 12.00 (280,762) (4,036,601)

Net Profit After Tax 194,493,192 93,232,322Other Comprehensive Income/(Loss) - - Total Comprehensive Income for the year 194,493,192 93,232,322

Earnings per Share (EPS) 24.00 2.53 1.92

01 July 2018 to30 June 2019

NotesParticularsAmount in Taka

01 July 2017 to30 June 2018

SK TRIMS & INDUSTRIES LTD.Statement of Profit or Loss and Other Comprehensive Income

For the year ended June 30, 2019


Sd/-Company Secretary

Sd/-Managing Director

Sd/-Chairman

Signed as per our report on even date.

Date : 27/10/2019Place: Dhaka


Restated


SK TRIMS & INDUSTRIES LTD.Statement of Changes in Equity


SK TRIMS & INDUSTRIES LTD.Statement of Changes in Equity


Balance as on July 01, 2017 400,000,000 111,314,124 171,582 511,485,705 IPO Expenses (7,216,333) (7,216,333)Issue of Share Capital from IPO 300,000,000 - - 300,000,000 Net profit for the year - 93,232,322 - 93,232,322 Less: Previous year Unrealized Gain on - - (171,582) (171,582)Trade Receivable Marked to Market Balance as at June 30, 2018 700,000,000 197,330,113 - 897,330,113

(Amount in Taka)

Particulars Ordinary Share Capital

Retained Earnings

Other ComprehensiveIncome/(Loss)

Total Equity

Restated (Amount in Taka)

Particulars Ordinary Share Capital

Retained Earnings Total Equity

Balance as on July 01, 2018 700,000,000 197,330,113 897,330,113 IPO Expenses - (13,654,332) (13,654,332)Bonus Share for the year 2017-2018 70,000,000 (70,000,000) - Cash Dividend for the year 2017-2018 - (9,759,400) (9,759,400)Net profit for the year - 194,493,192 194,493,192 Balance as at June 30, 2019 770,000,000 298,409,573 1,068,409,573



Restated A. Cash Flows from Operating Activities Cash received from Customers 1,074,595,082 624,019,982 Cash paid to Suppliers (913,960,850) (550,161,619)Cash paid to Employees (42,830,738) (37,268,908)Cash Paid to Others (19,964,444) (15,682,538)Cash Generated from Operation 97,839,050 20,906,917 Cash received from Other Income 11,777,769 1,708,966 Income Tax paid (7,207,691) (12,376,331)Net Cash Generated from Operating Activities 102,409,128 10,239,552

B. Cash Flows from Investing Activities Investment in Share (123,566,626) - Capita Work in Progress (32,314,481) - Acquisition of Property, Plant and Equipment (140,007,068) (34,730,110)Adance againest Land Purchases 26,600,000 (26,600,000)Net Cash Used in Investing Activities (269,288,175) (61,330,110)

C. Cash Flows from Financing Activities Net Payment for Financial Expenses (15,684,527) (10,777,569)IPO Expenses (13,868,140) (7,002,525)Dividend paid (9,443,979) - Received for Share Issue - 300,000,000 Net Received/(Payment) in Short term loan 82,692,180 85,553,896 Net Received/(Payment) for IPO Refund Payable (316,616,417) 317,813,938 Net Cash Provided from Financing Activities (272,920,883) 685,587,740

D. Net Increase/(Decrease) Cash and Cash Equivalents (A+B+C) (439,799,931) 634,497,182 E. Opening Cash and Cash Equivalents 659,304,370 24,807,188 F. Closing Cash and Cash Equivalents (D+E) 219,504,439 659,304,370

Net Operating Cash Flows Per Share (NOCFPS) ( Note # 26.00) 1.33 0.21

01 July 2018 to30 June 2019

ParticularsAmount in Taka

01 July 2017 to30 June 2018

SK TRIMS & INDUSTRIES LTD. Statement of Cash Flows



1.00 REPORTING ENTITY:1.01 Background of the Company:

The company namely “SK Thread & Industries Ltd.” was incorporated on 01 June, 2014 vide registration no.C‐116347/14 as a private limited company in Bangladesh under the Companies Act, 1994. Subsequently the company converted into Public limited company dated on 13 August, 2017.

The company changed its name through special resolution and with due approval of the Registrar of Joint Stock Companies & Firms from “SK Thread & Industries Ltd.” to “SK Trims & Industries Ltd.” on 25th April, 2016.

1.02 Registered Office of the Company:The registered office & factory of the Company are located at 45, madrasha road, 111/33, Tilargati, Sataish, Tongi, Gazipur-1712. Dhaka, Bangladesh.

1.03 Nature of the business:The principal activities of the company are to carry on the business of manufacturing of all kinds of Swing Thread, Elastic, Poly, Carton, Photo Card, Back Board, Bar Code, Hangtag, Tissue Paper, Gum Tape etc. for export oriented garments industry.

2.00 BASIS OF PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS:2.01 Statements of Compliance:

The Financial Statements of the Company are prepared on a going concern basis under historical cost conven-tion and in accordance with the International Accounting Standards (IASs) and International Financial Report-ing Standards (IFRSs), the Companies Act 1994, the Securities and Exchange Rules 1987 and other applica-ble laws & regulation in Bangladesh.

2.02 Going Concern:The company has adequate resources to continue its operation for the foreseeable future. As such, the direc-tors intended to adopt the going concern basis in preparing the financial statements. The current credit facilities and resources of the company provides sufficient fund to meet the present requirements of its existing business.

2.03 Accrual Basis:The financial statements have been prepared, except cash flow information, using the accrual basis of accounting.

2.04 Components of the Financial Statements:According to IAS-1 Presentation of the Financial Statements the complete set of financial statement includes the following components

a) Statement of Financial Position as at June 30, 2019;b) Statement of Profit or Loss and other Comprehensive Income for the year ended June 30, 2019;c) Statement of Changes in Equity for the year ended June 30, 2019;d) Statement of Cash Flows for the year ended June 30, 2019; ande) Notes, summary of significant accounting policies and other explanatory information

SK TRIMS & INDUSTRIES LTD.Notes, summary of significant accounting policies and other explanatory information



2.05 Accounting Policies & Estimates:The preparation of these financial statements is in conformity with IASs/IFRSs which require management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis and used for accounting of certain terms such as provision for expenses and depreciation.

2.06 Responsibility for Preparation and Presentation of Financial Statements:The Board of Directors is responsible for the preparation of financial statements under section 183 of the Companies Act, 1994 and as per the provision of “the Framework for the preparation and Presentation of Financial Statements” issued by the International Accounting Standards (IASs).

2.07 Statement of Cash flows:Statement of Cash flows have been prepared in accordance with IAS 7 Statement of Cash Flows and the cash flows from the operating activities have been presented under direct method considering the provisions of Paragraph 19 of IAS 7 which provides that "Entities are Encouraged to Report Cash Flows from Operating Activities Using the Direct Method".

2.08 Applicable accounting standards:The following IASs and IFRSs are applicable for the financial statements for the year under review: IASs:IAS 1 Presentation of Financial Statements;IAS 2 Inventories;IAS 7 Statements of Cash flows;IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;IAS 10 Events after the Reporting PeriodIAS 12 Income TaxesIAS 16 Property, Plant and EquipmentIAS 19 Employee BenefitsIAS 21 The Effects of Changes in Foreign Exchange RatesIAS 23 Borrowing CostsIAS 24 Related Party DisclosuresIAS 32 Financial Instruments: PresentationIAS 33 Earnings per ShareIAS 36 Impairment of AssetsIAS 37 Provisions, Contingent Liabilities and Contingent AssetsIAS 39 Financial Instruments: Recognition and Measurement IFRSs:IFRS 7 Financial Instruments: DisclosuresIFRS 8 Operating SegmentsIFRS 9 Financial InstrumentsIFRS 13 Fair Value MeasurementIFRS 15 Revenue from Contracts with Customers

2.09 Property, Plant and Equipment:2.09.1 Recognition and Measurement

All Property, Plant and Equipment are stated at cost less accumulated depreciation as per IAS 16 Property, Plant and Equipment. The cost of acquisition of an asset comprises of its purchase price and any directly attrib-utable cost of bringing the asset to its working condition for its intended use inclusive of inward freight, duties and non- refundable taxes.

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its costs can be measured reliably. The cost of the day to day maintaining cost on PPE is recognized in the Statements of Profit or Loss and other Comprehensive Income as incurred.


2.09.2 Depreciation:Depreciation on Property, Plant and Equipment other than Land and Land development has been computed during the year using the reducing balance method. Depreciation has been charged on addition of assets when the related Property, Plant and Equipment are available for use as per management intention. Depreciation has charged as following rate:

2.09.3 Retirement and Disposals:An asset is derecognized on disposal or when no future economic benefits are expected from its use and subsequent disposal. Gain or loss arising from the retirement or disposal of an asset is determined as the difference between the net disposal proceeds and the carrying amount of the assets and is recognized as gain or loss from disposal of asset under other income in the statement of profit or loss and other comprehensive income.

2.09.4 Impairment:In accordance with the provision of IAS 36, the carrying amount of non-financial assets other than inventories of the company involved in the manufacturing of the products. If any such indication exists, then the asset’s recoverable amount is estimated and impairment losses are recognized in the statement of comprehensive income. No such indication of impairment has been observed till the end of the year.

2.10 Borrowing Cost:Interest and other cost incurred in the company in connection with the borrowing of fund are recognized as expenses in the year in which they are incurred unless such borrowings cost related to acquisition/construction of assets in progress that are required to capitalized as per IAS 23 Borrowing Costs.

2.11 Revenue Recognition:As per IFRS-15 Revenue from Contracts with Customers an entity shall account for a contract with a customer only when all of the following criteria are met:

(a) The parties to the contract have approved the contract (in writing, orally or in accordance with other customary business practices) and are committed to perform their respective obligations;

(b) The entity can identify each party‘s rights regarding the goods or services to be transferred;

(c) The entity can identify the payment terms for the goods or services to be transferred;

(d) The contract has commercial substance (i.e. the risk, timing or amount of the entity’s future cash flows is expected to change as a result of the contract); and

(e) It is probable that the entity will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.

Name of Assets

Land 0% 0%

Building and Civil Construction 2.50% 2.50%

Plant & Machinery 10% 10%

Furniture & Fixture 10% 10%

Electrical Installation & Equipment 10% 10%

Office Equipment 10% 10%

Fire Equipment 10% 10%

Vehicle 20% 20%

Rate Rate

2019 2018


2.12 Valuation of Current Assets:Trade and Other Receivable:These are carried forward at their original invoiced value amount and represents net realizable value. Manage-ment considered the entire bills receivable as good and is collectable and therefore, no amount has been provided for as bad debt in the current period’s account.

Inventories:In compliance with the requirements of IAS 2 Inventories, the Inventories have been valued at Cost or Net Realizable value whichever is lower, which is consistent with the previous period’s practice. Net realizable value is based on estimated selling price in the ordinary course of business less any further cost expected to be incurred to make the sale.

2.13 Provisions:A provision is recognized on the balance sheet date if, as a result of 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 benefits will be required to settle the obligation.

2.14 Employees’ BenefitThe company maintains defined benefit plan for its eligible permanent employees. The eligibility is determined according to the terms and conditions set forth in the respective deeds.

The company has accounted for and disclosed employee benefits in compliance with the provisions of IAS 19 Employee Benefits.

The cost of employee benefit is charged off as revenue expenditure in the period to which the contributions relate.

The company’s employee benefits include the following:a) Short Term Employee Benefits Short-term employee benefits include wages, salaries, festival bonuses etc. Obligations for such benefits are measured on an undiscounted basis and are expensed as the related service is provided.

b) Contribution to Workers’ Profit Participation and Welfare Funds This represents 5% of net profit before tax, contributed by the company as per provisions of the Bangladesh Labour Act, 2006 (amendment-2013). The Company recognizes contribution to Workers Profit Participation and Welfare Fund in the accounts from the year 2017. The fund transfer is under process and will be paid after completion of necessary legal process.

2.15 Advances, Deposits and PrepaymentsAdvances are initially measured at cost. After initial recognition advances are carried at cost less deductions, adjustments or charges to other account heads such as PPE or inventory etc.

2.16 Functional and Presentational Currency:The financial statements are prepared in Bangladeshi Taka which is the Company’s functional currency.

2.17 Income Tax: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 incompliance with Finance Act, 2019.

Deferred Tax:The company recognized deferred tax as per IAS 12 Income Taxes. Deferred tax is recognized for all tempo-rary timing difference arising between the carrying value of assets and liabilities and its tax base values. The rate prevailing at the Financial Position date is used for determine the deferred tax.


2.19 Earnings per share:The company calculates Earnings per Share (EPS) in accordance with IAS 33 Earnings per Share which has been shown on the face of the Profit or Loss and other Comprehensive Income.

Basic EarningsThis represents profit or loss at the end of the period attributable to ordinary share holders of the entity

Basic Earnings per ShareThis has been calculated by dividing profit or loss attributable to ordinary share holders of the entity by the weighted average number of ordinary shares outstanding during the period.

Diluted Earnings per ShareDiluted 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, no dilution of EPS is applicable for these financial statements as there were no potential ordinary shares during the relevant period.

2.20 Financial Instruments:A financial instrument is any contract that gives rise to a financial asset to one entity and a financial liability or equity instrument to another entity as per IAS 39 Financial Instruments Recognition and Measurement.

Financial Assets:Financial assets of the company include cash and cash equivalents, equity instrument to another entity, Trade receivables and other receivables. The company initially recognizes a financial asset in its statement of finan-cial position when, and only when, the company becomes a party to the contractual provision of the instrument. The company derecognize a financial asset when, and only when; the contractual rights to the cash flows from the financial asset expire or transfer the contractual rights to receive the cash flows of the financial asset. Financial Liabilities:The company initially recognizes a financial liability in its statement of financial position when, and only when, the company becomes a party to the contractual provision of the instrument. The company derecognizes a financial liability from its statement of financial position when, and only when, it is extinguished, that is when the obligation specified in the contract is discharged or cancelled or expires.

2.21 Cash and Cash Equivalents: According to IAS 7 Statement of Cash Flows, cash comprises cash in hand, short term deposit and highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in values.

2.22 Events after the Reporting Period:Events after the reporting period are those events, favorable and unfavorable, that occur between the end of the reporting period and the date when the financial statements are authorized for issue. Two types of events can be identified:

Adjusting Events - those that provide evidence of conditions that existed at the end of the reporting period.

Non adjusting Events- those that are indicative of conditions that arose after the reporting period.

Management of the company has taken close look whether any events after the reporting period exist that need to take into account during the preparation of Financial Reports. No event after the reporting period exists and management of the company has prepared the financial reports in accordance.

2.23 Authorization date for issuing Financial Statements:The financial statements were authorized by the Board of Directors on October 27, 2019.


2.24 Comparative InformationComparative information has been disclosed in the respect of previous year for all numeric information in the financial statements and also the narrative and descriptive information where it is relevant for understanding of the current year’s financial statement.

2.25 Segmental Reporting:As required by IFRS 8 Operating Segments, if an entity operates business activities that may earn revenues or incur expenses, whose operating results are regularly reviewed by the chief operating decision maker and for which discrete financial information is available

The company considers the operation on aggregate basis and manages the operations as a single operating segment. Hence it is felt that such segment reporting is not required to be disclosed.

2.26 Related Party DisclosureThe 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 IAS 24 Related Party Disclosures has been disclosed in a separate note (note no: 27.08) to the accounts.

2.27 Re-StatementIn financial year 2017-2018, the company recognized IPO expenses of Tk. 7,216,333 as revenue expenses in the statement of profit or loss and other comprehensive income under the head administrative expenses. During the year IPO expenses have been deducted from retain earnings shown in statement of changes in equity for the year ended June 30, 2018. As a result, administrative expenses for the year ended June 30, 2018 have decreased by Taka 7,216,333. Due to IPO expenses restated, profit before contribution to WPPF Tk. 100,287,174 restated to Tk. 107,503,507; contribution to WPPF (Expenses) Tk. 4,775,580 restated to Tk. 5,119,215; profit before income tax Tk. 95,511,594 restated to Tk. 102,384,292; deferred tax Tk. 4,096,737 restated to Tk. 4,036,601; net profit after tax Tk. 86,299,488 restated to Tk. 93,232,322 and retained earnings Tk. 197,613,612 restated to Tk. 197,330,113. Accordingly Earning per Share (EPS) Tk. 1.78 restated to Tk. 1.92 and Net Operating Cash Flows per Share (NOCFPS) Tk. 0.07 restated to Tk. 0.21.

2.28 General:i) The figure has been rounded off to the nearest taka.

ii) The financial Statements have been prepared covering one year from July 01, 2018 to June 30, 2019.


3.00 Property, Plant and Equipment: Tk. 528,355,291A. Cost:Opening Balance 460,380,151 425,650,041 Add: Addition during the year 140,007,068 34,730,110 Total Assets Value at cost 600,387,219 460,380,151 B. Accumulated Depreciation: Opening Balance 50,912,548 32,120,279 Add: Depreciation Charged for the year 21,119,380 18,792,269 Total Charge 72,031,928 50,912,548 Written Down Value (A-B) as at 30 June 2019 528,355,291 409,467,603

The details of above have been shown in Annexure- 'A'

4.00 Capital Work in Progress: Tk. 33,664,754Opening Balance - - Addition during the year 106,207,340 - 106,207,340 - Capitalized during the year (72,542,586) - Closing Balance 33,664,754 -

5.00 Inventories: Tk. 157,779,559Raw Materials (Note # 19.01) 141,817,697 94,852,521 Work in Process (Note # 19.00) 8,863,548 7,532,540 Finished Goods (Note # 19.00) 5,545,856 4,585,245 Store Items (Note # 19.02) 1,552,458 1,222,460 157,779,559 108,192,766

6.00 Trade and Other Receivables: Tk. 233,475,804Trade Receivables (Note # 6.01) 231,362,241 159,264,450 Interest Receivable (Note # 6.03) 2,113,563 355,386 233,475,804 159,619,836

6.01 Trade Receivables: Tk. 231,362,241The above is the amount of receivable is against export bills as on June 30, 2019. This is considered as good & realizable and is secured by letter of credit duly accepted by L/C opening bank.

Opening Balance 159,168,218 91,796,842 Export during the year 1,146,706,965 691,391,358 1,305,875,183 783,188,200 Collection/Realization during the year (1,074,595,082) (624,019,982)Closing Balance 231,280,101 159,168,218 Marked to Market Gain/(Loss) (Note # 6.02) 82,140 96,232 231,362,241 159,264,450 Ageing of Trade Receivables More than six months - - Less than six months 231,362,241 159,264,450 231,362,241 159,264,450

June 30, 2019Amount in Taka

June 30, 2018


6.02 Marked to Market Gain/(Loss) : Tk. 82,140

6.03 Interest Receivable : Tk. 2,113,563FDR Interest 2,113,563 355,386 2,113,563 355,386

7.00 Advances, Deposits & Prepayments : Tk. 31,419,405Advance to Employees 615,250 585,320 Advance Income Tax (Note # 7.01) 5,869,001 11,665,582 Security Deposit (Note # 7.02) 533,400 533,400 Advance Insurance Premium (Note # 7.03) - 38,811 Advance against Land Purchases - 26,600,000 L/C Margin for Raw Material 24,401,754 5,776,098 31,419,405 45,199,211

7.01 Advance Income Tax : Tk. 5,869,001Opening Balance 11,665,582 5,548,008 Tax deduction at source during the year 4,579,923 4,368,140 Tax deduction at source on FDR 1,289,078 229,720 Tax paid for the income year: 2014-2015 122,413 741,844 Tax paid for the income year: 2015-2016 698,768 3,884,108 Tax paid for the income year: 2016-2017 - 3,152,520 Tax paid for the income year: 2017-2018 517,509 - 18,873,274 17,924,339

The details of Trade Receivables have been shown in Annexure- 'F' The classification of receivables as required by the Schedule XI Part I, Para 4 of the Companies Act, 1994 are given below:

i) Receivables considered good in respect of which the company 231,362,241 159,264,450 is fully secured.

ii) Receivables considered good in respect of which the company - - holds no security other than the debtor personal security.

iii) Receivables considered doubtful or bad. - -

iv) Accounts Receivable due by any director or other officers of the company or any of them either severally or jointly with any other person or receivables due firms or private companies respectively - - in which any director is a partner or a director or a member.

v) Receivables due by companies under the same management. - -

vi) The maximum amount of receivables due by any directors or other - - officers of the company at any time during the year.

Total 231,362,241 159,264,450


June 30, 2018

Particulars Receivable in USD USD RateReceivable in

BDT Receivable in

BDT

Trade Receivables at CurrentMarket price $2,738,015 84.50 231,362,241 159,264,450

Trade Receivables at Averageselling price $2,738,015 84.47 231,280,101 159,168,218

Marked to Market Gain/(Loss) 82,140 96,232


Adjustment for the income year 2016-2017 - (6,258,757)Adjustment for the income year 2014-2015 (1,487,634) - Adjustment for the income year 2015-2016 (6,401,270) - Adjustment for the income year 2017-2018 (5,115,369) - 5,869,001 11,665,582

7.02 Security Deposit : Tk. 533,400Polly Bidyut Samity (PBS)- Electricity 25,000 25,000T & T 8,400 8,400 Central Depository Bangladesh Limited (CDBL) 500,000 500,000 500,000 533,400 533,400

7.03 Advance Insurance Premium: Tk. 0Advance Insurance Premium-Opening 1,194,311Addition during the year - 66,533 38,811 1,260,844 Adjustment during the year (38,811) (1,222,033) - 38,811

The calassification of Advances, Deposits & Prepayments as reqired by the Schedule XI, Part I, Para 6 of the Companies Act, 1994 are given below:

i) Advance, deposits & prepayment considered good and inrespect of which the company is fully secured. 30,804,155 44,613,891

ii) Advance, deposits & prepayment considered good for whichthe company holds no security.

iii) Advance, deposits & prepayment considered doubtful or bad.

iv) Advance, deposits & prepayment due by directors or otherofficers of the company or any of them either severally or jointlywith any other person or Advance, deposits & prepayment dueby firms or private companies respectively in which any directoris a partner or a director or a member.

v) Advance, deposits & prepayment due by companies underthe same management.

vi) The maximum amount due by directors or other officersof the company at any time during the year. 615,250 585,320

Total 31,419,405 45,199,211

8.00 Investment: Tk. 123,566,626

Investment in Anik Trims Ltd. 45,000,000 -

Investment in Shahjalal Asset Management Ltd. 15,000,000 -

Investment in Shahjalal Multi Agro Food & Industries Ltd. 646,626 -

Investment in Dominage Steel Building Systems Ltd. 10,000,000 -

Investment in Mamun Agro Product Ltd. 17,920,000 -

Investment in W&W Company Ltd. 25,000,000 -

Investment in BEKA Garments & Textiles Limited 10,000,000 -

123,566,626 -


June 30, 2018


9.00 Cash and Cash Equivalents : Tk. 219,504,439Cash in Hand 1,009,040 2,086,348 Cash at Bank First Security Islami Bank Ltd., A/C No. # 12100 37,155 7,697 First Security Islami Bank Ltd., A/C No. # 00548 4,492 1,285 Mercantile Bank Ltd., A/C No. # 54417 316,742 4,799 Social Islami Bank Ltd., A/C No. # 00896 863 9,031 One Bank Ltd. A/C No.# 4939 2,203 - FDR 211,331,562 39,386,272 212,702,056 41,495,432 IPO AccountSocial Islami Bank Ltd., A/C No. # 00045 5,604,862 119,405,675 Social Islami Bank Ltd., A/C No. # 00017 957,810 345,796,683 Social Islami Bank Ltd., A/C No. # 00018 9,391 1,760,033 Social Islami Bank Ltd., A/C No. # 00019 230,320 846,547 Dhaka Stock Exchange Ltd. - 150,000,000 6,802,383 617,808,938 219,504,439 659,304,370 The Bank balance is agreed with respective bank statement balances.

10.00 Share Capital : Tk. 770,000,000

10.01 Authorized Capital: Tk. 1,000,000,00010,00,00,000 Ordinary Shares of Tk. 10/- each 1,000,000,000 1,000,000,000

10.02 Issued, Subscribed & Paid-up Capital: Tk. 770,000,00077,000,000 Ordinary Shares of Tk. 10/- each 770,000,000 700,000,000

10.03 Composition of Shareholding of Ordinary Shares:

The distribution schedule showing the number of shareholders and their share holdings in percentage has been disclosed below


June 30, 2018

Category ofShareholders No. of Shares

Sponsors & Directors 23,261,700 30.21% 21,150,300 30.21% Financial and Other Institutions 20,589,800 26.74% 15,000,000 21.43% General Public 33,148,500 43.05% 33,849,700 48.36% Total 77,000,000 100.00% 70,000,000 100.00%

% of Holdings No. of Shares % of Holdings

Range of Holdings No of Holders

Upto 500 Shares 934 130,211 0.17%501 to 5,000 Shares 1,241 1,851,253 2.40%5,001 to 10,000 Shares 197 1,561,999 2.03%10,001 to 20,000 Shares 120 1,732,264 2.25%20,001 to 30,000 Shares 69 1,666,305 2.16%30,001 to 40,000 Shares 39 1,383,813 1.80%40,001 to 50,000 Shares 24 1,106,163 1.44%50,0001 to 100,000 Shares 68 5,061,162 6.57%100,0001 to 1,000,000 Shares 57 18,125,628 23.54%Over 1,000,000 Shares 14 44,381,202 57.64%Total 2,763 77,000,000 100.00%

No of Shares Percentage


11.00 Retained Earnings : Tk. 298,409,573Opening Balance 197,330,113 111,314,124 IPO Expenses (13,654,332) (7,216,333)Bonus Share for the year 2017-2018 (70,000,000) - Cash Dividend for the year 2017-2018 (9,759,400) - Net profit for the year 194,493,192 93,232,322 298,409,573 197,330,113

12.00 Deferred Tax Liability : Tk. 14,730,939 Opening Balance 14,450,177 10,413,576 "Add: Expenses/ (Income) of Deferred Tax during the year(Annexure-B)" 280,762 4,036,601 Deferred Tax Liability /(Assets) as on 30 June 2019 14,730,939 14,450,177 Details Shown in Annexure-B

13.00 Short Term Borrowings : Tk. 199,957,626TR 67,374,432 70,048,562 HYPO 5,000,000 4,444,625 IDBP 116,315,036 28,873,259 Quard Against MTDR 11,268,158 13,899,000 199,957,626 117,265,446

14.00 Liabilities for Expenses : Tk. 16,517,640Electricity bill payable 711,803 485,324 Telephone bill payable 221,636 195,254 Water bill payable 14,530 14,256 Salary & Wages 3,317,003 2,432,540 Director Remuneration 20,000 20,000 Income Tax Payable (Note # 14.01) 7,960,387 12,228,276 Interest Payable 3,856,861 5,215,960 IPO Expenses Payable - 213,808 Audit Fee Payable 100,000 100,000 Dividend Payable 315,421 - 16,517,640 20,905,417

14.01 Income Tax Payable: Tk. 7,960,387Opening Balance 12,228,276 13,371,664 Charge for the current year 7,960,387 5,115,369 Short provision for the assessment year 2015-16 115,990 - Short provision for the assessment year 2016-17 660,007 - 20,964,660 18,487,033 Adjustment during the year (13,004,273) (6,258,757)Closing Balance 7,960,387 12,228,276

15.00 IPO Refund Liability: Tk. 1,197,521IPO Refund Liability during the year 1,197,521 317,813,938 1,197,521 317,813,938

16.00 Liabilities for WPPF : Tk. 10,175,517Opening Balance 5,119,215 3,221,307 Addition during the year (Note # 23.00) 10,175,517 5,119,215 15,294,732 8,340,521 Transfer to WPPF Bank Accounts (5,119,215) (3,221,307)Closing Balance 10,175,517 5,119,215


June 30, 2018Restated

Restated

Restated


17.00 Trade and Other Payables : Tk. 16,777,062Umama Enterprise 4,383,310 - United Graphics 58,432 - Akota Dyeing 283,187 - Alim Bovin 1,676,000 - Aziz Transport 644,000 - C & F Firoz 712,300 - Hamza Chemical 724,520 - RT Dyeing 1,180,000 - Uk Chemical 213,156 - M/s. Chattagram Mahadia Traders & Saw Mill Enterprise 1,763,540 2,998,560 M/s. Satota Engineering Workshop 1,836,542 1,454,980 M/s. Majanoni Engineering Workshop 1,125,446 1,195,620 M/s Johadia Paribahan Songsta 826,356 3,250,320 M/s. Arnab Trading 364,478 - Synergy Trading Ltd. 48,596 - Abul Khair Steel Melting Limited 770,000 - Shah Cement Industries Limited 167,200 - 16,777,062 8,899,480

18.00 Revenue : Tk. 1,146,706,965Export during the year 1,146,706,965 691,391,358 1,146,706,965 691,391,358

19.00 Cost of Goods Sold: Tk. 895,574,196Raw Materials Consumed (Note # 19.01) 833,599,902 492,393,847 Manufacturing Overhead (Note # 19.03) 66,324,459 54,961,188 Cost of Manufacture 899,924,361 547,355,035 Work in Process-Opening 7,532,540 5,103,100 Work in Process-Closing (8,863,548) (7,532,540)Cost of production 898,593,353 544,925,595 Sample Expenses (2,058,546) (1,725,470)Finished Goods-Opening 4,585,245 2,807,397 Finished Goods-Closing (5,545,856) (4,585,245) 895,574,196 541,422,277

19.01 Raw Materials Consumed: Tk. 833,599,902Opening Stock of Raw Materials 94,852,521 62,687,940 Purchase during the year 880,565,078 524,558,428 Raw materials available for Production 975,417,599 587,246,368 Closing Stock of Raw Materials (141,817,697) (94,852,521)Raw Materials Consumed 833,599,902 492,393,847

19.02 Store Items : Tk. 3,795,847Opening Balance 1,222,460 1,020,530 Purchase during the year 4,125,845 2,234,524 5,348,305 3,255,054 Closing Balance (1,552,458) (1,222,460)Consumption during the year 3,795,847 2,032,594


June 30, 2018


19.03 Manufacturing overhead : Tk. 66,324,459Wages, Salaries and Allowances 19,671,310 17,110,750 Festival Bonus 1,482,000 1,316,540 Carrying Charge 4,025,482 2,343,278 Electricity Bill 7,815,254 5,445,234 Fuel Expenses 855,125 - Freight & Forwarding Charge 1,514,520 1,353,288 Medical Expenses 885,325 804,514 Food & Tiffin Expenses 985,246 954,310 Labor Charge 2,215,258 1,846,088 Production Incentives 932,542 892,391 Telephone and Mobile Bill 544,285 518,220 Printing & Stationery Expenses 506,607 414,224 Store Items (Note # 19.02) 3,795,847 2,032,594 Conveyance 172,480 103,057 Postage & Stamp 95,258 60,021 Insurance Expenses 38,811 1,222,033 Miscellaneous Expenses 370,254 422,150 Repairs & Maintenance 144,250 81,918 Depreciation (Annexure- A) 20,274,605 18,040,578 66,324,459 54,961,188

Restated 20.00 Operating Expenses : Tk. 35,903,815

Selling Expenses (Note # 20.01) 25,446,273 21,372,614 Administrative Expenses (Note # 20.02) 10,457,542 9,974,265 35,903,815 31,346,879

20.01 Selling Expenses : Tk. 25,446,273Salaries and Allowances 13,709,000 11,225,300 Festival Bonus 871,650 825,420 Advertisement 80,250 19,550 Electricity Bill 192,585 185,327 Phone, Fax and Mobile Bill 1,419,360 1,340,124 Entertainment Expenses 512,598 435,345 Repair & Maintenance 858,465 767,562 Paper and Periodicals 436,613 380,324 Traveling Expenses 1,825,450 1,680,250 Printing & Stationery 735,226 580,248 Postage & Courier 562,155 485,620 Sample Expenses 2,058,546 1,725,470 Transportation & Handling Expenses 1,090,653 895,325 Miscellaneous Expenses 882,528 638,826 Depreciation (Annexure- A) 211,194 187,923 25,446,273 21,372,614

20.02 Administrative Expenses : Tk. 10,457,542

Salaries and allowances 5,225,620 4,950,940 Festival Bonus 529,120 410,320 Tours and Travelling Expenses 1,125,324 1,213,254 Phone, Fax and Mobile Bill 392,540 428,542 Postage & Stamps 210,125 195,454 Printing & Stationery 340,542 302,458


June 30, 2018

Restated


Registration, Renewal & Legal Expenses 290,250 275,245 Entertainment 579,254 575,274 Electricity Bill 238,351 228,256 Water Bill 174,315 156,230 Audit fees (Including VAT) 100,000 100,000 Director Remuneration 240,000 240,000 Board Meeting Fee 86,000 56,000 Miscellaneous Expenses 292,520 278,524 Depreciation (Annexure- A) 633,581 563,768 10,457,542 9,974,265

21.00 Other Income : Tk. 13,521,855Interest Income 13,185,427 1,709,586 Foreign Currency Fluctuation Gain/(Loss) (Realized) 254,288 329,122 Foreign Currency Fluctuation Gain/(Loss) (Un-realized) 82,140 96,232 13,521,855 2,134,940

22.00 Financial Expense : Tk. 15,064,953 Bank Charges & Commission 739,525 463,591 Interest on Loan (Note # 22.01) 14,325,428 12,790,045 15,064,953 13,253,635

22.01 Interest on Loan : Tk. 14,325,428Interest on Short Term Loan 14,325,428 12,790,045 14,325,428 12,790,045

Restated23.00 Contribution to WPPF: Tk. 10,175,517

Profit before Contribution to WPPF 213,685,855 107,503,507 Contribution to WPPF 10,175,517 5,119,215 As per Bangladesh Labor Act, 2006 (Amendment-2013), the amount is computed @ 5% net profit before Income Tax. Restated

24.00 Earnings per Share: Tk. 2.53a) Net Profit After Tax 194,493,192 93,232,322 b) Weighted average number of ordinary shares (Note # 24.01) 77,000,000 48,561,644 Earnings per Share (EPS) (a/b) 2.53 1.92

24.01 Calculation of Weighted Average Number of Shares

25.00 Net Asset Value per Share (NAV) : Tk. 13.88Total Assets 1,327,765,878 1,381,783,786 Less: Non-Current Liabilities 14,730,939 14,450,177 Less: Current Liabilities 244,625,366 470,003,496 a) Net Asset Value 1,068,409,573 897,330,113 b) No. of ordinary shares outstanding 77,000,000 70,000,000 Net Asset Value per Share (NAV) (a/b) 13.88 12.82


June 30, 2018

Weighted averageno. of Shares30 June 2018

Weighted averageno. of Shares30 June 2019

WeightParticulars

Opening No. of Shares 70,000,000 365/365 70,000,000 40,000,000 Issuance of Bonus Share 7,000,000 365/365 7,000,000 7,000,000 Issuance of New Share (IPO) 30,000,000 19/365 - 1,561,644 Total 77,000,000 77,000,000 48,561,644

Number ofOrdinary Share


Restated 26.00 Net Operating Cash Flows per share (NOCFPS) : Tk. 1.33

a) Net Operating Cash Flows 102,409,128 10,239,552 b) Weighted average number of ordinary shares outstanding (Note # 24.01) 77,000,000 48,561,644 Net Operating Cash Flows per Share (NOCFPS) (a/b 1.33 0.21

27.00 Disclosures of the Companies Act, 199427.01 Schedule XI, Part II, Note 5 of Para 3- Employees :

Total number of employees are as follows:

27.02 The requirement of schedule XI part-II, Para 3 (a) : Turnover

27.03 The requirement of schedule XI part-II, Para 3 (d) (i) : Raw Materials Consumed

27.04 The requirement of schedule XI part-II, Para 3 (d) (ii) : Finished goods

27.05 The requirement of schedule XI part-II, Para 4 Payments to Managing Director and Director by the company during the year

a. Managerial remuneration paid or payable during the financial year to the directors, 240,000 including managing director, a managing agent or manager.

b. Expenses reimbursed to managing agent Nil

c. Commission or other remuneration payable separately to a managing agent or his associate. Nil

d. Commission received or receivable by the managing agent or his associate as selling or Nil buying agent of other concerns in respect of contracts entered into by such concerns with the company.

e. The money value of the contracts for the sale or purchase of goods and materials or supply of services, entered into by the company with the managing agent or his associate Nil during the financial year.

f. Any other perquisite or benefits in cash or in kind stating, approximate money value Nil where applicable.

g. Other allowances and commission including guarantee commission Nil


June 30, 2018

Salary below Tk. 8,000 per month - Salary Tk. 8,000 or above per month 245 Total 245

Particulars 30 June 2019

Turnover in BDT. 1,146,706,965Turnover in Quantity ( M.Ton) 7,302


Raw Material (Value in BDT.) 833,599,902Raw Material Quantities (kg) 6,908,477


Opening Quantity ( M.Ton) 36.28Production Quantity ( M.Ton) 7,310.59 Closing Quantity ( M.Ton) 44.87



h. Pensions etc.(i) Pensions Nil(ii) Gratuities Nil(iii) Payments from a provident funds, in excess of own subscription and interest thereon Nil(iv) Compensation for loss of office Nil(v) Consideration in connection with retirement from office. Nil

27.06 The requirement of schedule XI part-II, Para 7 : Capacity UtilizationThe production capacity and utilization of its are as follows:

27.07 The requirement of schedule XI part-II, Para 8 (C) :(a) Value of imports calculated on C.I.F basis by the company during the financial year ended 30 June, 2019 in respect of raw materials, components of spare parts and capital goods were as follows:

(b) The Company did not have any expenditure in foreign currency during the financial year on account of royalty, know-how, professional consultation fees, interest and other matters. (c) Value of all imported raw materials, spare parts and components consumed during the financial year and the value of all indigenous raw materials, spare parts and components similarly consumed and the percent-age of each to the total consumption:

(d) No amount has been remitted during the year in foreign currencies on account of dividends for non-residents shareholders,

(e) Earnings in foreign exchange classified under the following heads, namely:

(i) export of goods calculated on F.O.B. basis Tk. 1,146,706,965

(ii) No royalty , know -how, professional and consultation fees were received;

(iii) No interest and dividend received;

(iv) No other income received.


June 30, 2018

Installed Capacity 7,980 Actual Production 7,311 Capacity Utilization (%) 91.61%

Particulars 30 June 2019Qty in M. Ton

Raw Materials 833,599,902 833,599,902 100% - 0%Packing Materials - - 0% - 0%Store Items 3,795,847 - 0% 3,795,847 100%Total 837,395,749 833,599,902 3,795,847

Particulars LocalTaka% %Imported

TakaTotal

Consumption

i Raw Materials 880,565,078 ii Packing Materials - iii Components of Spare parts - iv Capital Goods 2,530,254

S.L Particulars Import Amount in BDT


27.08 Disclosure as per paragraph 17 of IAS 24 : Key Management Personnel of the entity:(a) Short-term employee benefits

(b) Post-employee benefits Nil

(c) Other long term benefits Nil

(d) termination benefits and Nil

(e) share-based payment Nil

27.09 During the period from 01-07-2018 to 30-06-2019, there were 10 (Ten) Board Meetings held. The attendance status of all the meetings is as follows:

28.00 Reconciliation of Net Income or Net Profit with Cash Flows from Operating Activities (Indirect Method) the requirement of Bangladesh Securities and Exchange Commission notification no. BSEC/CMRRCD/2006-158/308/Admin/81, Dated 20 June 2018.

Md. TafazzalHossain Forhad Chairman Remuneration - - Board Meeting fee 20,000 - M.A. Kayum Howlader" Managing Director Remuneration 240,000 20,000 Board Meeting fee 20,000 - Abdur Razzak Sponsor Director Remuneration - - Board Meeting fee 16,000 - Md. Atiqur Rahman Director Remuneration - - Director Board Meeting fee 14,000 - Sheikh Nasir Uddin Independent Director Remuneration - - Board Meeting fee 16,000 - Total 326,000 20,000

Name Outstanding ason 30.06.2019

Transactionduring the year

ParticularsDesignation

Net Profit before Tax 203,510,338 102,384,292 Adjustments to reconcile net income to net cash provided by operating activities:Depreciation on Fixed Assets 21,119,380 18,792,269 Finance Cost 14,325,428 12,790,045 238,955,146 133,966,606 Increase in Inventories (49,586,793) (36,573,799)Increase in Trade and other Receivables (73,855,968) (67,797,350)Increase in Advance, Deposits and Prepayments (18,616,775) (3,121,945)Increase in Liabilities for Expenses 1,137,598 913,901 Increase in Liabilities for WPPF 5,056,302 1,897,908 Increase in Trade and other Payables 6,527,309 (6,669,438)Cash Generated from Operating Operation 109,616,819 22,615,883 Advance Income Tax Paid (7,207,691) (12,376,331)Net Cash Generated from Operating Activities 102,409,128 10,239,552

Amount in (Tk.)30 June 201830 June 2019

Particulars

Md. Tafazzal Hossain Forhad Chairman 10

M.A. Kayum Howlader Director & Managing Director 10

Abdur Razzak Director 8

Md. Atiqur Rahman Director 7

Sheikh Nasir Uddin Independent Director 8

Name of Directors No. of Meetings AttendedDesignation

Restated


29.00 Significant DeviationThe Earning per share (EPS) as on June 30, 2019 stood at Tk. 2.53 against Tk. 1.92 compaired to June 30, 2018. The EPS has increased due to increase of production capacity as well as increase of Sales and Net Profit after Tax compared to the previous year of June 30, 2018.

The Net Operating Cash Flow per share (NOCFPS) in current year is Tk. 1.33 as against Tk. 0.21 compared to the previous year of June 30, 2018 due to increase in collection from turnover & FDR interest income realization and comparatively lower payment made for suppliers and others.

30.00 Bank GuaranteeThe company have no Bank Guarantee on the reporting date.

31.00 Capital CommitmentThe company have no Capital Commitment at the reporting date.


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1 Sewing Thread 5,261 1,185,024 5,816 1,296,428 2 Silicon Oil 1,106 375,483 1,330 454,657 3 LLD/LDPE/LLDPE 3,594 378,002 4,318 420,186 4 Polypropylene 4,403 481,282 5,278 535,590 5 HDPE Film Gread HD 5301 AA 2,157 226,801 2,585 262,301 6 BOPP 1,947 227,376 2,334 269,845 7 Adhesive Tape 276 54,033 332 62,921 8 Thiner 354 94,658 425 114,804 9 Ink 276 146,301 332 176,898 10 Polyester Textured Yarn 2,938 537,610 3,525 650,937 11 Spendax Rubber 432 125,566 540 155,414 12 Rubber Thread 1,728 457,906 2,039 546,136 13 Opp Gum Tape 472 78,521 604 105,476 14 Duplex Board 4,313 371,453 5,176 464,956 15 Art card 8,626 707,190 10,175 804,005 16 Corrugating Medium Paper 3,013 229,555 3,380 253,020 17 Corrugating Liner Paper 3,625 303,185 4,393 394,683 18 Virgen Liner Paper 6,589 583,869 7,248 663,213 19 Virgen Paper /Medium Paper 10,783 919,705 13,047 1,172,078 20 Tissue Paper 372 49,020 465 60,000 Total Taka 62,266 7,532,540 73,340 8,863,548

Sl. No.

Opening Balance as on 01.07.2018

Closing Balance as on 30.06.2019

Quantity (Kg, Bar,Pcs, gm,

Feet, Box, etc)Amount

Quantity (Kg, Bar,Pcs, gm,

Feet, Box, etc)Amount

Items Name

1 Carton 8,323.32 736,540 10,245 905,245 2 Elastic 2,555 595,482 3,163 735,412 3 Poly 5,317 836,546 6,297 996,528 4 Swing Thread 1,988 716,254 2,120 765,254 5 Photo Card 3,428 324,587 4,287 405,263 6 Back Board 7,111 485,624 8,212 563,524 7 Size/Price/Bar Code Tag 5,715 425,786 8,559 632,156 8 Tissu Paper 332 215,346 451 285,294 9 Gum Paper 1,509 249,080 1,534 257,180 Total 36,278 4,585,245 44,868 5,545,856

Sl. No.

Opening Balance as on 01.07.2018

Closing Balance as on 30.06.2019

Qty. Qty.Amount AmountName of Products

SK TRIMS & INDUSTRIES LTD.Details of Work in process


SK TRIMS & INDUSTRIES LTD.Details of Finished Goods


Annexure-D

Annexure-E


1 Afiya Knitwear - 5,621,348 2 A.G Dresses Ltd. 2,620,183 4,852,600 3 Adila app.. 1,691,149 - 4 Advanced Composite 3,793,928 - 5 Astex Garments 165,494 - 6 Azmat Fashions 5,360,018 - 7 Bela Fashion 437,911 - 8 Bhuyan Warmtex 2,280,680 - 9 COSMIC SWEATERS 1,689,464 - 10 Dewan Fashion Ltd. 9,778,750 8,785,120 11 Dress up ltd 1,404,847 - 12 Dyeing 20,930,047 - 13 Emon Fashion 171,981 - 14 Flaxen Dress Maker 422,350 - 15 FYNE SWEATERS 1,696,579 - 16 Genetic Fashion Ltd. 4,226,428 9,356,123 17 Goodrich Sweater 1,985,083 3,365,210 18 Grameen Knitwear - 4,921,301 19 Gramtech Knit 5,753,787 13,570,543 20 Green Sweater Ltd 279,685 - 21 Hamds clothing 581,244 - 22 Ibrahim Knit 3,810,519 - 23 Integra Appa. Ltd. - 7,850,124 24 Jagira Fabrice 2,248,509 - 25 Kac Fashion 552,941 - 26 Leew Fashion 2,965,911 - 27 Magpie Composite 15,085,012 - 28 Mallick Fabrics Ltd. - 15,694,480 29 Mascot Knitwear - 2,558,410 30 M.S Dyeing 35,182,323 - 31 Mozart Knitwear Ltd. - 8,452,004 32 M.S Enayed Garment 4,815,660 - 33 M.T Sweaters Ltd 4,177,158 - 34 M/S Mahid app.. 1,203,687 - 35 Moonlux Knit 3,807,067 - 36 Next export 7,863,667 - 37 Orion Knit 18,895,557 35,353,112 38 Oshin Fashion 844,713 - 39 P.A Knit Com… 5,665,049 - 40 Poly Maryer Knit - 6,548,320 41 Padma Wer's Ltd 21,188,846 - 42 Panache 1,690,298 - 43 Parents Sweaters 1,410,332 - 44 Piangka Fashion 586,213 - 45 Pole Star Fashion 3,227,941 -

SK TRIMS & INDUSTRIES LTD.Details of Trade Receivables


Annexure-FSl.No.

Name 30 June 2019 30 June 2018

SK Trims & Industries Limited45, Madrasha Road, 111/33, Tilargati, Sataish, Tongi, Gazipur-1712 Tel: +88-02-9857613Fax: +88-02-9857615, Email: [email protected], Web:www.sktrimsin.com

PROXY FORM

(Signature Shareholder ) (Signature of Proxy)

BO ID NO.

BO ID NO.

Signed this……………………………… Signature of proxy …………………………… day of ……………………….2019

N.B. Shareholder attending meeting in person or by Proxy are requested to complete the Attendance slip and deposit the same at the entrance of the meeting.

Tk. 20

I/We…………………………………………………………………...................................…............……………….of being a

shareholders of Simtex Industries Limited and entitle to vote, hereby appoint Mr./Mrs./Miss..........................................

………...........................................................................................................................……….....................….…….....as my/our proxy to attend and vote for me/us and on my/our behalf at the 5th Annual General Meeting of the Company to be held on Sunday, 29th December, 2019 at 10.00 a.m. at 45, Madrasha Road, 111/33, Tilargati, Sataish, Tongi, Gazipur or at any adjournment thereof or at any ballot to be taken in consequence thereof.

Signed this………………………..................……………Signature of proxy ……………................………………………...

day of ………………………….2019

No. of Shares

Note:1) This form of proxy, duly completed and signed must be deposited at least 48 hours before the meeting at the Company’s registered office. Proxy is invalid if not signed and stamped as explained above.

2) Signature of the Shareholder must be in accordance with Specimen Signature recorded with the Company.

I hereby record my attendance at 5th Annual General Meeting of the Company being held on Sunday, 29th December, 2019 at 10.00 a.m. at 45, Madrasha Road, 111/33, Tilargati, Sataish, Tongi, Gazipur.

Name of the Member/Proxy : ……….........................................……………………………………………………………….

SK Trims & Industries Limited45, Madrasha Road, 111/33, Tilargati, Sataish, Tongi, Gazipur

SK Trims & Industries Limited45, Madrasha Road, 111/33, Tilargati, Sataish, Tongi, Gazipur

ATTENDANCE SLIP

annual report 2019 - sktrimsin.comannual general meeting 03 i sk trims & industries ltd. notice...

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