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BEXIMCO SYNTHETICS LIMITED

Annual Report 2009

Each of our activities must benefit and add value to the

common wealth of our society. We firmly believe that, in the

final analysis we are accountable to each of the constituents

with whom we interact; namely: our employees, our valued

customers, our business associates, our fellow citizens and

our Shareholders.

Mission

1

Beximco Synthetics Limited

Annual Report 2009

CONTENTS

2. Company Profile3. Notice of the Nineteenth Annual General Meeting4. Operational & Financial Highlights5. Corporate Directories 6. Chairman’s Statement

10. Corporate Governance12. Report of the Directors’15. Five Years Statistics16. Value Added Statement17. Eighteenth Annual General Meeting19. Auditor’s Report20. Balance Sheet21. Profit & Loss Account22. Statement of Cash Flows23. Statement of Changes in Equity24. Notes to the Financial Statements

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Annual Report 2009

CORPORATE HEADQUARTERS

17 Dhanmondi R/A, Road No. 2, Dhaka-1205, BangladeshPhone: 880-2-8618220 (7 lines), E-mail: [email protected]

Web Site: www.beximco.com

OPERATIONAL HEADQUARTERS

Kabirpur, Savar, Dhaka-1344, Bangladesh, Phone: 880-2-7701168-70Web Site: www.beximcosynthetics.com

FACTORY

Kabirpur, Savar, Dhaka-1344, Bangladesh

YEAR OF ESTABLISHMENT

July 18, 1990

COMMERCIAL PRODUCTION

July 01, 1994

NATURE OF ACTIVITIES

Manufacturing & marketing of Polyester Filament Yarn,namely Partially Oriented Yarn (POY) and Drawn Texturising Yarn (DTY).

COMPANY STATUS

Public Listed Company

STOCK EXCHANGE LISTING

Dhaka & Chittagong

AUTHORIZED CAPITAL

1,000 million Taka

PAID UP CAPITAL

554.478 million Taka

NUMBER OF SHAREHOLDERS17,254

BEXIMCO SYNTHETICS LIMITED17, Dhanmondi R.A, Road No. 2, Dhaka-1205

NOTICE OF THE NINETEENTH ANNUAL GENERAL MEETING

Notice is hereby given that the NINETEENTH ANNUAL GENERAL MEETING of the Shareholders of BeximcoSynthetics Limited will be held on Tuesday, the 15th June, 2010 at 12.30 p.m. at Beximco Industrial Park, Sarabo,Kashimpur, Gazipur to transact the following business:

AGENDA

1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st December,2009 together with reports of the Auditors and the Directors thereon.

2. To elect Directors.3. To confirm the appointment of Managing Director.4. To declare 7.5% Cash dividend and 7.5% Stock Dividend.5. To appoint Auditors for the year 2010 and to fix their remuneration.6. To transact any other business of the Company with the permission of the Chair.

By order of the Board,

Dated : 10th May, 2010 (Md. Asad Ullah, FCS)Executive Director &Company Secretary

NOTES:

(1) The Record Date shall be on 19th May, 2010. The Shareholders whose names will appear in the Share Register of theCompany or in the Depository Register on that date will be entitled to attend at the Annual General Meeting and toreceive the dividend.

(2) A member entitled to attend and vote at the General Meeting may appoint a Proxy to attend and vote in his/her stead.The Proxy Form, duly stamped, must be deposited at the Registered Office of the Company not later than 48 hoursbefore the time fixed for the meeting.

(3) Admission to the meeting room will be strictly on production of the attendance slip sent with the Notice as well asverification of signature of Member(s) and/or proxy-holder(s).

(4) No gift or benefit in cash or kind shall be paid to the holders of equity securities in terms of Clause (c) of theNotification No.SEC/SRMI/2000-953/1950 dated 24 October 2000 for attending this AGM of the Company.

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Notice of the NineteenthAnnual General Meeting

Annual Report 2009

4

2009 2008 Changes in 2009

Amount %

Turnover 792,782 932,832 (140,050) (15.01)Profit from operation 114,194 122,656 (8,462) (6.90)Net profit before tax 18,408 22,218 (3,810) (17.15)Net profit after tax 11,656 18,885 (7,229) (38.28)Earnings per share 2.10 3.41 (1) (38.42)Cash Dividend per share (Tk.) 7.50 0.00 7.50 -Stock dividend (%) 7.50 15.00 (7.50) (50.00)Total Assets 2,919,075 2,988,593 (69,518) (2.33)Shareholders' Equity 2,029,422 2,017,766 11,656 0.58

all figures in thousand Taka except indicate otherwise.


Operational & Financial Highlights

Annual Report 2009

5


Corporate Directories

Annual Report 2009

BOARD OF DIRECTORS

A S F RAHMANChairman & Managing Director

SALMAN F RAHMANVice-Chairman

IQBAL AHMEDDirectorNominated by New Dacca Industries Ltd.

M A QASEMDirectorNominated by New Dacca Industries Ltd.

O K CHOWDHURYDirectorNominated by Beximco Holdings Ltd.

MD. ALAUDDIN KHANDirectorNominated by Investment Corporation of Bangladesh(Trustee of Debenture Holders)

DR. ABDUL ALIM KHANIndependent Director

MD. ASAD ULLAH, FCSExecutive Director &Company Secretary

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Annual Report 2009

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Annual Report 2009

8


OPERATIONS

The year 2009 was another difficult year for your Company as smoothbusiness operation was hampered badly due to shortage of gas supply in thenational grid. All of you are aware that all over the country the gas supplyshortage from the national grid reached a serious condition for last two years.The main reason for hampering our productivity and profitability was theshortage of gas supply during the year under review. It has also been badlyaffecting our national economy. Another reason of hampering ourproductivity and profitability is continuous price increase of raw material inthe international market as well as continuous decreasing of purchasingpower of lower and middle income group in our country. Since our totalproduction is sold in the local market, the decreasing purchasing power oflower and middle income group badly affected the demand of the polyesteryarn in the local market. Besides this, the raw material prices in theinternational market were very unstable during the year. However, tominimize the losses of production & profitability we have modified ourexisting gas pipeline to increase the gas supply by investing Tk. 53.00 lac.This has improved our productivity in the year 2010 compared to the year2009. We hope we will be able to further increase our productivity andprofitability in the coming days.

Dear Shareholders,

It is a great pleasure for me once again to welcome you all to this 19thAnnual General Meeting of Beximco Synthetics Limited and to presentbefore you the Annual Report alongwith the Audited FinancialStatements and the Auditors’ and Directors’ Report thereon of theCompany for the year ended on 31 December 2009.

Annual Report 2009

Chairman's Statement

MARKETING

This year once again we had to operate under very adverse scenario as statedabove. This has made our task very difficult to maintain the market share.However, by virtue of sincere and continuous effort, BSL has been able to copeup with other competitors under this difficult scenario. It was possible becauseof the commitment to the customers and consistent effort to produce qualityyarn. Our strong marketing team is always concentrating on keeping the marketshare intact under any circumstances.

HUMAN RESOURCES DEVELOPMENT

To create an environment in which fewer people can do more, BSL isdeploying qualified people and professionals and reviewing assignments toensure the skills of the manpower chosen to execute match the task entrustedto them. In the year 2009, the company formulated and put into effect morecomprehensive people development and training strategies. The drivingforce was and continues to be the goal of developing the best team in theindustry and harmonizing organizational systems. With this end in view,BSL made considerable efforts in broadening employees’ perspectives to thelevel of best business practices providing several training programs in variousfields of finance, marketing, production and procurement.

DIVIDEND

Keeping in view the performance of the Company, the Board of Directorshas recommended 7.50% cash and 7.50% stock dividend for the year ended31 December 2009.

CONCLUSION

Finally, on behalf of the Board of Directors and on my own behalf, I would liketo express my deepest appreciation to all our valued customers for theirconfidence in BSL products, to the employees for their tireless efforts, to thesuppliers for their support, to the Banks, Govt. Agencies and FinancialInstitutions for their co-operation and above all, to our most honoredshareholders for demonstrating their continued interest in the well-being of theCompany.

I hope, we will be able to overcome all problems with continuous supportand co-operation from all of you in the years to come.

A S F RahmanChairman

29 April, 2010Dhaka

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Annual Report 2009

10

INTERNAL FINANCIAL CONTROL

The Directors are responsible for the Company’s system ofinternal financial control. Although no system of internalcontrol can provide absolute assurance against materialmisstatement and loss, the Company’s system is designedto provide the directors with reasonable assurance thatproblems are timely identified and dealt withappropriately. Key procedures to provide effective internalfinancial control can be described in following heads:

Management Structure - The Company is operatingthrough a well defined management structure headed by aChief Executive Officer (CEO) under whom there areSenior Mangers for various departments and according tohierarchy, various senior & mid level management staffs.The Chief Executive Officer and the Senior Mangers meetat regular interval represented also by Administration,Finance, Marketing & Production heads.

Financial Reporting – There are comprehensivemanagement reporting disciplines which involve thepreparation of annual budgets by all operatingdepartments. Executive management reviews the budgetsand actual results are reported against the budget andrevised forecasts are prepared at regular intervals.

Asset Management – The Company has sound assetmanagement policy, which reasonably assures thesafeguarding of assets against unauthorized use ordisposition. The Company also follows proper recordsand policy regarding capital expenditure.

Functional Reporting – In pursuance with keeping thereliability of financial information used within thebusiness or for publication, the management hasidentified some key areas which are subject to monthlyreporting to the chairman of the board. These includemonthly treasury operations, Financial Statements. Otherareas are also given emphasis by reviewing on quarterlybasis. These include information strategy, environmentaland insurance matters.

STATEMENT OF DIRECTOR’SRESPONSIBILITIES FOR PREPARATION ANDPRESENTATION OF THE FINANCIALSTATEMENTS

The following statement is made with a view todistinguishing for shareholders the respectiveresponsibilities of the directors and the auditors in relationto the financial statements.

The Companies Act 1994 requires the directors to preparefinancial statements for each financial year which give atrue and fair view of the state of affairs of the Company asat the end of the financial year and of the profit for theyear to the date. In preparing those financial statementsthe directors are required:

• to select suitable accounting policies and the applythem in a consistent manner;

• to make reasonable and prudent judgements andestimates where necessary;

• to state whether all applicable accounting standardshave been followed, subject to any materialdepartures disclosed and explained in the notes tothe financial statements;

• to take such steps as are reasonably open to them tosafeguard the assets of the Company and to preventand detect fraud and other irregularities;

• to ensure that the Company keeps accountingrecords which disclose with reasonable accuracy thefinancial position of the Company and whichenable them to ensure that the financial statementscomply with disclosure requirements to theCompanies Act 1994 and the Securities andExchange Rules 1987; and

• to prepare the financial statements on a goingconcern basis unless it is inappropriate to presumethe Company will continue in business.


Annual Report 2009

The maintenance of effective Corporate Governance remains a key priority tothe Board of Beximco Synthetics Ltd. Recognizing the importance of it, theboard and other senior management remained committed to high standards ofCorporate Governance. To exercise about clarity of director’s responsibilitiestowards the shareholders, Corporate Governance must be dynamic and focus tothe business objectives of the Company and create a culture of openness andaccountability. Keeping this in mind, clear structure and accountabilitiessupported by well understood policies and procedures to guide the activities ofCompany’s management, both in its day-to-day business and in the areasassociated with internal control have been instituted.

Corporate Gov ernance

BOARD COMMITTEES

The Board – The board is responsible to the shareholders for thestrategic development of the Company, the management of theCompany’s assets in a way that maximizes performance and thecontrol of the operation of the business.

The board of directors is responsible for approvingCompany policy and responsible to shareholders forthe Company’s financial and operationalperformance. Responsibility for thedevelopment and implementation ofCompany policy and strategy, day-to-dayoperational issues is delegated by the boardto the management of the Company.

Board Structure and Procedure – Themembership of the board during the yearended 31 December 2009 stood at sevendirectors. All directors are equallyaccountable at law to the shareholders for theproper conduct of the business.

The Company’s Board currently comprises theChairman (who is also Managing Director of theCompany), Vice-Chairman and other five directors. BeximcoHoldings Limited and New Dacca Industries Limited nominate thethree directors & Investment Corporation of Bangladesh (ICB),trustee of the institutional debenture holders nominate onedirector. The other director is an independent Director. The nameof the Directors appears on page 5.

Appraisal Review Board – Appraisal review board annuallyappraises the performances of every level of employees as perestablished policy. It determines the annual increment, promotionand parameter of remuneration for all level of executives.

GOING CONCERN

After making enquiries, the directors, at the time of approving thefinancial statements, have determined that there is reasonableexpectation that the Company have adequate resources to continueoperation for the foreseeable future. For this reason, the directors

have adopted the going concern basis in preparing the financialstatements.

RIGHTS AND RELATIONS WITH SHAREHOLDERS

Control Rights of Shareholders – At annual general meeting,shareholders have rights of participation and supervision.

They have the right to ask questions of and requestof information from the board regarding item

on the agenda to the extent necessary tomake an informed judgment of the

Company’s affairs.

Relations with Shareholders – Theannual general meeting are used as animportant opportunity forcommunication with bothinstitutional and general shareholders.

In addition, the Company maintainsrelations with shareholders through the

corporate affairs secretarial department.

The following information can be addressedthrough the secretarial department:

• Dividend payment enquires• Dividend mandate instruction • Loss of share certificate/dividend warrants• Notification of change of address• Transfer of shares

The board believes that it is important to respond adequately to allthe queries of both institutional and general shareholders. At theAGM the shareholders are offered an opportunity to raise with theboard any specific question they have concerning the Company. Inaddition, meetings are also held between individual directors andinstitutional shareholders at various times during the year.

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Annual Report 2009

12


Report of the DirectorsFor the year ended 31 December, 2009

Annual Report 2009

Dear Shareholders,The Directors have pleasure in presenting their report and audited financial statements of the Company for theyear ended 31 December 2009 together with the auditor’s report thereon in the 19th Annual General Meeting.

PRINCIPAL ACTIVITY:

The principal activity of the company was production & sales of highquality Polyester Filament Yarn namely, Partially Oriented Yarn (POY)and Drawn Texturising Yarn (DTY).

FINANCIAL RESULTS & APPROPRIATIONS:

The financial results and recommended appropriations are statedbelow:

Tk. in '000

2009 2008

Net Profit (Loss) after tax 11,656 18,885Prior years’ adjustment - (7,537)Transfer from Tax Holiday Reserve - 152,338Profit Brought Forward 133,952 42,589

Profit Available for Appropriations 145,608 206,275

Recommended AppropriationsStock Dividend @ 7.5% (2008: 15%) 41,586 72,323Cash Dividend 41,586 -

Balance Profit Carried Forward 62,436 133,952145,608 206,276

DIVIDEND

The Board of Directors has recommended 7.50% cash and 7.50% stockdividend for the year ended 31 December 2009 for your approval in theAnnual General Meeting.

RE-APIONTMENT OF MANAGING DIRECTOR

As per provision of Companies Act 1994, Mr. A S F Rahman had beenappointed as Managing Director of the Company for a period of 5years which expired on December 31, 2009. The Board has re-appointed him as Managing Director of the Company for another 5years w.e.f. January 01, 2010 to December 31, 2014, subject to theapproval of shareholders in the 19th Annual General Meeting.

DIRECTORS

In accordance with Articles 124 & 125 of the Articles of Association ofthe company, Mr. Iqbal Ahmed being the nominee of New DaccaIndustries Ltd., retires by rotation and being eligible offer himself forre-election.

BOARD MEETINGS AND ATTENDANCE

During the year, 7 (seven) Board Meetings were held. The attendancerecord of the Directors is as follows:

NAME OF DIRECTORS MEETINGS ATTENDED

Mr. A S F Rahman - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -6Mr. Salman F Rahman - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -6Mr. Iqbal Ahmed - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -7Mr. M A Qasem - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -7Mr. O K Chowdhury - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -6Mr. Md. Alauddin Khan (ICB Nominated Director) - - - - - - - - - -5Dr Abdul Alim Khan (Independent Director) - - - - - - - - - - - - - - -5

BOARD AUDIT COMMITTEE

During the year, the Committee reviewed the Financial Statements forthe year ended 31 December 2009 together with Auditors’ Reportthereon; and also unaudited Half-yearly Report for the half-year ended30 June 2009.

CORPORATE FINANCIAL REPORTING

The Company has compiled with all the requirements of CorporateGovernance as required by the Securities and Exchange Commission.

Accordingly the Directors are pleased to confirm the following:

(a) The financial statements together with the notes thereon havebeen drawn up in conformity with the Companies Act 1994 andSecurities and Exchange Rules 1987.These statements presentfairly the Company’s state of affairs, the result of its operations,cash flow and changes in equity.

(b) Proper books of accounts of the Company have been maintained.(c) Appropriate Accounting Policies have been consistently applied

in the preparation of financial statements and the accountingestimates are based on reasonable and prudent judgment.

(d) The International Accounting Standards, as applicable in Bangladesh,have been followed in the preparation of financial statements.

(e) The systems of internal control are sound and have beeneffectively implemented and monitored.

(f ) There are no significant doubts upon the Company’s ability tocontinue as a going concern.

(g) The productivity and profitability of the Company has decreasedmainly shortage of gas supply in the national grid.

(h) The key operating and financial data for the last five years is annexed.(i) The pattern of shareholding is as follows:

NAME WISE DETAILS SHARES HELD

i) Parent/Subsidiary/Associate Companies:Beximco Holdings Ltd. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -98,008New Dacca Industries Limited - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -87,929

ii) Directors, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor children:Mr. A S F Rahman, Chairman & Managing Director - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -928,377Mr. Salman F Rahman, Vice Chairman - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -859,530Chief Executive Officer, spouse and minor children - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -NilCompany Secretary, spouse and minor children - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -NilChief Financial Officer, spouse and minor children - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -NilHead of Internal Audit, spouse and minor children - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -Nil

iii) Executives: - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -Nil

iv) Shareholders holding ten percent (10%) or more voting interest in the companyMr. A S F Rahman, Chairman & Managing Director (mentioned in Sl. No. (i) - - - - - - - - - - - - - - - - - - - - - - - - - - - - -928,377Mr. Salman F Rahman, Vice Chairman (mentioned in Sl. No. (i) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -859,530

CORPORATE GOVERNANCE COMPLIANCE REPORT

In accordance with the requirement of the Securities and Exchange Commission, “Corporate Governance Compliance Report” is annexed.

AUDITORS

The retiring Auditors, M/S. M.J. Abedin & Co., Chartered Accountants, National Plaza (3rd Floor), 109, Bir Uttam C.R. Datta Road, Dhaka-1205 have expressed their willingness to continue in office of the Company and being eligible, offer themselves for re-appointment as Auditors ofthe Company for the year 2010.

CONCLUSION

The directors wish to express their sincere appreciation to all the employees of the Company for their contribution and at the same time thankall our stakeholders and customers for their continued support.

On behalf of the Board

A S F RAHMANChairman & Managing Director

29 April, 2010Dhaka

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Annual Report 2009

14

Corporate Governance Compliance ReportStatus of compliance with the conditions imposed by the Commission’s Notification No. SEC/CMRRCD/2006-158/Admin/02-08 dated 20th

February 2006 under section 2CC of the Securities and Exchange Ordinance, 1969: (Report under Condition No. 5.00)

Condition Title Compliance Status Explanation for non-complianceNo. (Put 4 in the appropriate column) with the condition

Compiled Not Compiled

1.1 Board’s Size 4

1.2 (i) Independent Directors 4

1.2 (ii) Independent Directors Appointment 4

1.3 Chairman & Chief Executive 4

1.4 (a) Directors Report on Financial Statements 4

1.4 (b) Books of Account 4

1.4 (c) Accounting Policies 4

1.4 (d) IAS Applicable in Bangladesh 4

1.4 (e) System of Internal Control 4

1.4 (f ) Going Concern 4

1.4 (g) Deviations in Operating Results 4

1.4 (h) Key Operating and Financial Data 4

1.4 (i) Declaration of Dividend 4

1.4 (j) Number of Board Meetings 4

1.4 (k) Pattern of Shareholders 4

2.1 CFO, HIA & CS Appointment 4

2.2 Board Meeting Attendance 4

3.00 Audit Committee 4

3.1 (i) Composition of Audit Committee 4

3.1 (ii) Audit Committee Members Appointment 4

3.1 (iii) Terms of Service of Audit Committee 4

3.2 (i) Chairman of Audit Committee 4

3.2 (ii) Audit Committee Chairman’s Qualification 4

3.3.1 (i) Reporting to the Board of Directors 4

3.3.1 (ii) (a) Report of Conflicts of Interest 4

3.3.1 (ii) (b) Defect in the Internal Control System 4

3.3.1 (ii) (c) Suspected infringement of laws 4

3.3.1 (ii) (d) Any other matter 4

3.3.2 Reporting to the Authorities 4

3.4 Reporting to the Shareholders 4

4.00 (i) Appraisal or Valuation Services 4

4.00 (ii) Financial Information System 4

4.00 (iii) Book Keeping or other services 4

4.00 (iv) Broker Dealer Services 4

4.00 (v) Actuarial services 4

4.00 (vi) Internal audit services 4

4.00 (vii) Any other services 4


Annual Report 2009

2009 2008 2007 2006 2005RESULTS OF OPERATIONS:

Revenue (Turnover) Net 792,782 932,832 790,103 1,054,245 925,745Gross Profit 127,386 135,981 83,680 182,498 115,300Operating Profit 114,194 122,656 71,335 169,754 98,355Net Profit/(Loss) Before Tax 18,408 22,218 (33,563) 64,268 25,595Net Profit/(Loss) After Tax 11,656 18,885 (35,567) 72,769 24,499Basic Earning per Share (Tk.) 2.10 3.41 (7.38) 16.06 6.43Cash Dividend per Share (Tk.) 7.5 - - - 5.00Stock Dividend 7.50% 15.00% 10.00% 15.00% 10.00%

FINANCIAL POSITION:

Total Assets 2,919,075 2,988,593 2,324,154 2,092,394 1,770,749Fixed Assets-Gross 2,310,227 2,297,244 1,130,777 1,130,656 1,196,595Fixed Assets-Net 1,484,426 1,504,424 361,073 411,078 443,115Gross Working Capital 1,429,542 1,480,235 1,959,146 1,677,381 1,323,699Net Working Capital 718,881 772,995 794,688 825,688 694,475Authorized Capital 1,000,000 1,000,000 1,000,000 1,000,000 1,000,000Paid up Capital 554,478 482,155 438,323 381,150 346,500Reserve & Surplus 1,474,944 1,535,612 412,478 504,360 459,295Shareholders' Equity 2,029,422 2,017,766 850,800 885,510 805,795

KEY FINANCIAL RATIOS, FIGURES AND MARKET DATA:

Current Ratio 2.01 2.09 1.68 1.97 2.10Return on Paid-up Capital 2.10 3.92% (8.11%) 19.09% 7.07%Return on Investment 0.57% 0.94% (4.18%) 8.22% 3.04%Net Asset Value Per Share (Tk.) 366.01 418.49 194.10 232.33 232.55Pay-out Ratio 714.29% 439.88% (123.30%) 78.57% 212.15%Market Price of Share (at DSE) (Tk.) 373.00 164.50 96.75 76.66 64.00Market Price of Share (at CSE) ( Tk.) 376.25 163.25 95.00 78.38 69.00Price Earning Ratio (Based on DSE price) (Times) 177.62 48.24 (13.11) 4.02 9.05Price Earning Ratio (Based on CSE price) (Times) 179.17 47.87 (12.87) 4.11 9.76

OTHERS:

Number of Shares 5,544,779 4,821,547 4,383,225 3,811,500 3,465,000Number of Shareholders 17,254 11,625 10,310 8,972 8,706

all figures in thousand Taka except indicate otherwise.

15


Annual Report 2009

Fiv e Years’ Statistics

16

Value Added StatementFor the year ended December 31, 2009

2009 2008

Taka in '000 % Taka in '000 %

VALUE ADDED :

Turnover 792,782 932,832Bought in Materials & Services (593,936) (679,495)

198,846 100.00% 253,337 100.00%

APPLICATIONS :

To National Exchequer-as Duty, Taxes, VAT etc 56,743 28.54% 75,297 29.72%To Employees-as Salary, Wages and Other Benefits 35,580 17.89% 32,788 12.94%To Providers of Loan- as Interest 94,866 47.71% 99,327 39.21%To Providers of Capital-as Dividend 83,172 41.83% 72,323 28.55%

270,361 135.96% 279,735 110.42%

Depreciation & Retention (71,515) (35.96%) (26,399) (10.42%)

198,846 100.00% 253,337 100.00%


Annual Report 2009

17


Annual Report 2009

Eighteenth Annual General Meeting

The Eighteenth Annual General Meeting (AGM) of Shareholders of Beximco Synthetics Ltd. was held on 16 June, 2009 at 3.30pm at 1, Shahbag C/A, Dhaka. A good number of shareholders attended the AGM. Mr. A S F Rahman, Chairman of the Boardof Directors of Beximco Synthetics Ltd. presided over the meeting. Verses from Holy Quran along with its translation in Bengaliwere recited at the very outset of the meeting.

The Chairman welcomed the Shareholders in the AGM. With the permission of the Chair meeting started and the Shareholdersexpressed their valued opinion on the Audited Financial Statements of the Company for the year ended 31 December 2008 andalso on other affairs.

Mr. Salman F Rahman, Vice-Chairman of the Company replied to the queries and explained various comments of distinguishedShareholders. He also gave the hints of future activities of the Company.

After electing directors, approving the Audited Financial Statements, 15% stock dividend, appointing Auditors and fixing theirremuneration by the Shareholders, the meeting ended with a vote of thanks to and from the chair.

Financial

19


Annual Report 2009

Auditors’ Report to the Shareholders of Beximco Synthetics Limited

We have audited the accompanying Balance Sheet of the Beximco Synthetics Limited as of December 31, 2009 and the related Profitand Loss Account, Statement of Changes in Equity and Statement of Cash Flows for the year then ended. These financial statementsare the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements basedon our audit.

We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we plan and per-form the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An auditincludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements prepared in accordance with Bangladesh Financial Reporting Standards (BFRSs), give a trueand fair view of the state of the company’s affairs as of December 31, 2009 and of the results of its operations and its cash flows forthe year then ended and comply with the applicable sections of the Companies Act 1994, the Securities and Exchange Rules 1987and other applicable laws and regulations.

We also report that:

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

(b) in our opinion, proper books of account as required by law have been kept by the company so far as it appeared from our exam-ination of those books ;

(c) the company’s balance sheet and profit and loss account dealt with by the report are in agreement with the books of account;and

(d) the expenditure incurred was for the purposes of the company’s business.

29 April, 2009 M. J. ABEDIN & CO.Dhaka. Chartered Accountants

20


Annual Report 2009

BALANCE SHEETAS AT 31 DECEMBER 2009

ASSETS Notes 2009 2008

Property, Plant and Equipment - Carrying Value 21 1,484,425,873 1,504,423,768

Cost/Revalued Amount 2,310,227,463 2,297,244,043Accumulated Depreciation 825,801,590 792,820,275

Long Term Security Deposits 22 5,107,298 3,934,971

Total Non-Current Assets 1,489,533,171 1,508,358,739

Current Assets 1,429,542,275 1,480,234,662

Inventories 23 767,296,947 789,637,475Accounts & Other Receivables 24 527,839,772 514,401,229Advances, Deposits & Prepayments 25 130,528,834 174,427,665Cash and Cash Equivalents 26 3,876,722 1,768,293

Total Assets Tk. 2,919,075,446 2,988,593,401

EQUITY AND LIABILITIES

Shareholders' Equity 2,029,422,242 2,017,766,294

Issued Share Capital 27 554,477,963 482,154,750Revaluation Surplus 28 1,329,335,883 1,329,335,883Retained Earnings 145,608,396 206,275,661

Current Liabilities 710,661,585 707,239,254

Debentures-Current Maturity (Secured) 29 33,305,500 38,428,644Interest Free Block Account-Current Maturity 30 19,184,102 19,184,102Short Term Loan from Banks (Secured) 31 518,709,213 523,967,488Accounts & Other Payables 32 73,826,489 54,984,784Accrued Expenses 33 65,636,281 70,674,236

Non-Current Liabilities 178,991,619 263,587,853

Debentures-Net of Current Maturity (Secured) 34 78,919,738 116,569,265Interest Free Block Account-Net of Current Maturity 35 45,130,637 81,982,184Lease Obligation for Finance Lease 54,941,244 65,036,404

Total Liabilities and Shareholders' Equity Tk. 2,919,075,446 2,988,593,401

The notes are an integral part of the Financial Statements.

Approved and authorized for issue by the board of directors on 29 April, 2010 and signed for and on behalf of the Board:

A S F Rahman Salman F Rahman Md. Rafiqul IslamChairman & Managing Director Vice Chairman Sr. General Manager

Per our report of even date.

29 April, 2010 M. J. Abedin & Co.Dhaka. Chartered Accountants

21


Annual Report 2009

PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED 31 DECEMBER 2009

Notes 2009 2008

Revenue 36 792,781,515 932,831,738

Cost of Revenue 37 (665,395,623) (796,850,257)

Gross Profit 127,385,892 135,981,481

Operating Expenses

Administrative Expenses 38 (9,664,784) (9,561,255)Selling Expenses 39 (3,527,286) (3,764,239)

(13,192,070) (13,325,494)

Profit from Operations 114,193,822 122,655,987

Finance Cost 40 (94,865,888) (99,327,085)

19,327,934 23,328,902

Contribution to Workers' Profit Participation / Welfare Funds 41 (920,378) (1,110,900)

Net Profit before Tax 18,407,556 22,218,002

Income Tax Expense 42 (6,751,608) (3,332,700)

Net Profit after Tax for the year transferred to statement of changes in equity Tk. 11,655,948 18,885,302

Earning per share (Adjusted EPS of 2008) 43 Tk. 2.10 3.41






22


Annual Report 2009

STATEMENT OF CASH FLOWSFOR THE YEAR ENDED 31 DECEMBER 2009

2009 2008

Cash Flows From Operating Activities :

Collections from Revenue- net 779,342,971 1,424,359,588Cash Paid to Suppliers & Employees (570,607,033) (808,106,728)

Cash Generated from Operations 208,735,938 616,252,860

Interest Paid (134,977,763) (108,541,402)Income tax paid (540,223) (496,066)

Net Cash Generated from Operating Activities 73,217,953 507,215,392

Cash Flows From Investing Activities :

Acquisition of tangible fixed assets (12,983,420) (14,771,818)

Net Cash Used In Investing Activities (12,983,420) (14,771,818)

Cash Flows From Financing Activities :

Payment of debentures (42,772,671) (28,182,355)Short term loan repaid to banks (5,258,275) (455,912,707)Payment of Lease Obligation (10,095,158) (14,179,768)

Net Cash Used in Financing Activities (58,126,104) (498,274,830)

Increase/(Decrease) in Cash & Cash Equivalents 2,108,429 (5,831,256)

Cash & Cash Equivalents at the beginning of the Year 1,768,293 7,599,549

Cash & Cash Equivalents at End of the Year Tk. 3,876,722 1,768,293






23


Annual Report 2009

STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 DECEMBER 2009

Particulars Share Capital Revaluation Retained Earnings Total EquitySurplus

Balance on 01-01-2009 482,154,750 1,329,335,883 206,275,661 2,017,766,294

Net Profit after tax transferred from Profit and Loss Account 11,655,948 11,655,948

15% Stock Dividend for prior period (2008) 72,323,213 (72,323,213) -

Balance as on 31-12-2009 Tk. 554,477,963 1,329,335,883 145,608,396 2,029,422,242

Total number of shares 5,544,779

Shareholders equity per share Tk. 366.01





24


Annual Report 2009

NOTES TO THE FINANCIAL STATEMENTSAS AT AND FOR THE YEAR ENDED 31 DECEMBER 2009

1. REPORTING ENTITY

1.1. COMPANY PROFILE

Beximco Synthetics Limited (the Company) was incorporated in Bangladesh in 1990 under the Companies Act, 1913 as a PublicLimited Company. It commenced its manufacturing operation in 1994. The company became a listed company in 1993.

The shares of the Company are traded in Dhaka and Chittagong Stock Exchanges of Bangladesh and the debentures of the companywere listed with Dhaka Stock Exchange of Bangladesh.

The registered office of the company is located at House No. 17, Road No. 2, Dhanmondi R/A, Dhaka. The industrial units are locatedat Kabirpur, Savar, Dhaka.

1.2. NATURE OF BUSINESS

The company operates in a single industry segment. It is engaged in manufacturing and marketing of Polyester Filament Yarn namely,Partially Oriented Yarn (POY) and Drawn Texturized Yarn (DTY) which it sells in the local market.

2. BASIS OF MEASUREMENT

The financial statements have been prepared on the Historical Cost basis, as modified to include the revaluation of land, building andplant & machineries which are stated at revalued amount.

Accordingly, historical cost is employed to determine the monetary amounts at which the elements of the financial statements are to berecognized and carried in the balance sheet and income statement.

Under the Historical Cost, assets are recorded at the amount of cash or cash equivalents paid or the fair value of the consideration givento acquired them at the time of their acquisition. Liabilities are recorded at the amount of proceeds received in exchange for theobligation, or in some circumstances (for example, income taxes), at the amounts of cash or cash equivalents expected to be paid tosatisfy the liability in the normal course of business.

3. STATEMENT OF COMPLIANCE WITH LOCAL LAWS AND REGULATIONS

The financial statements have been prepared in compliance with the requirements of the Companies Act 1994, the Securities &Exchange Rules 1987, the Listing Regulations of Dhaka and Chittagong Stock Exchanges and other relevant local laws as applicable.

4. STATEMENT OF COMPLIANCE OF BANGLADESH FINANCIAL REPORTING STANDARDS

The financial statements have been prepared in accordance with the applicable Bangladesh Financial Reporting Standards (BFRSs)including Bangladesh Accounting Standards (BASs) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) based onInternational Accounting Standards (IASs) and International Financial Reporting Standards (IFRSs).

5. PRESENTATION OF FINANCIAL STATEMENTS

This is in accordance with the guidelines provided by BAS 1: Presentation of Financial Statements.

6. REPORTING PERIOD

The financial period of the company covers one calendar year from 1st January to 31st December consistently.

7. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Board of Directors on 29 April, 2010.

8. REPORTING CURRENCY

The financial statements are prepared and presented in Bangladesh Currency (Taka), which is the company’s functional currency. Allfinancial information presented have been rounded off to the nearest Taka except where indicated otherwise.

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Annual Report 2009

9. COMPARATIVE INFORMATION

Comparative information has been disclosed in respect of the year 2008 for all numerical information in the financial statements andalso the narrative and descriptive information where it is relevant for understanding of the current year’s financial statements.

Figures for the year 2008 have been re-arranged wherever considered necessary to ensure better comparability with the current yearwithout causing any impact on the profit and value of assets and liabilities as reported in the financial statements.

10. USE OF ESTIMATES AND JUDGMENTS

The preparation of financial statements in conformity with Bangladesh Accounting Standards requires management to makejudgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,income and expenses, and disclosure requirements for contingent assets and liabilities during and at the date of the financial statements.

Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions ofaccounting estimates are recognized in the period in which the estimate is revised and in any future periods affected as required by BAS8 : Accounting Policies, Changes in Accounting Estimates and Errors.

In particulars, significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the mostsignificant effect on the amounts recognized in the financial statements include depreciation, inventory valuation, accrued expenses andother payables.

11. PROVISIONS

In accordance with the guidelines as prescribed by BAS 37: Provisions, Contingent Liabilities and Contingent Assets, provisions arerecognized in the following situations:

a. when the company has an obligation (legal or constructive) as a result of past events;

b. when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation ; and

c. reliable estimate can be made of the amount of the obligation.

12. ACCRUED EXPENSES AND OTHER PAYABLES

Liabilities are recognized for the goods and services received, whether paid or not for those goods and services. Payables are not interestbearing and are stated at their nominal value.

13. GOING CONCERN

The company has adequate resources to continue in operation for the foreseeable future. For this reason the directors continue to adoptgoing concern basis in preparing the accounts. The current credit facilities and resources of the company provides sufficient fund tomeet the present requirements of its existing business.

14. FINANCIAL INSTRUMENTS

Non-derivative financial instruments comprise accounts and other receivables, cash and cash equivalents, borrowings and other payablesand are shown at transaction cost.

15. IMPAIRMENT

In accordance with the provisions of BAS 36 : Impairment of Assets, the carrying amount of non-financial assets, other than inventoriesare reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then theasset’s recoverable amount is estimated and impairment losses are recognized in profit and loss account. No such indication ofimpairment has been raised till to date.

16. SEGMENTAL REPORTING

No segmental reporting is applicable for the company as required by BAS 14 : Segment Reporting as the company operates in a singleindustry segment and within a single geographical segment.

17. STATEMENT OF CASH FLOWS

The Statement of Cash Flows has been prepared in accordance with the requirements of BAS 7: Statement of Cash Flows.

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Annual Report 2009

The cash generating from operating activities has been reported using the Direct Method as prescribed by the Securities and ExchangeRules 1987 and as the benchmark treatment of BAS 7 whereby major classes of gross cash receipts and gross cash payments fromoperating activities are disclosed.

18. RELATED PARTY DISCLOSURES

The company did not carry out any transaction with related parties during the year under review.

Therefore, disclosure of information as required by BAS 24: Related party Disclosures is not applicable.

19. EVENTS AFTER THE REPORTING PERIOD

In compliance with the requirements of BAS 10: Events After The Reporting Period, post balance sheet events that provide additionalinformation about the company’s position at the balance sheet date are reflected in the financial statements and events after the balancesheet date that are not adjusting events are disclosed in the notes when material.

20. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies in respect of material items of financial statements have been set out below:

20.1 REVENUE RECOGNITION

In compliance with the requirements of BAS 18: Revenue, revenue from receipts from customers against sales is recognized whenproducts are dispatched to customers, that is, when the significant risk and rewards of ownership have been transferred to the buyer,recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is nocontinuing management involvement with the goods.

Receipts from customers comprise sales price against domestic sales.

20.2 PROPERTY, PLANT AND EQUIPMENT

20.2.1 RECOGNITION AND MEASUREMENT

Property, plant and equipment are capitalized at cost of acquisition except land, building and plant & machineries being revalued andsubsequently stated at cost/revalued amount less accumulated depreciation in compliance with the requirements of BAS 16: Property,Plant and Equipment. The cost of acquisition of an asset comprises its purchase price and any directly attributable cost of bringing theassets to its working condition for its intended use inclusive of inward freight, duties and non-refundable taxes.

20.2.2 PRE-OPERATING EXPENSES AND BORROWING COSTS

In respect of major projects involving construction, related pre-operational expenses form part of the value of assets capitalized. Expensescapitalized also include applicable borrowing cost considering the requirement of BAS 23: Borrowing Costs.

20.2.3 SUBSEQUENT EXPENDITURE

The company recognizes in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an itemwhen that cost is incurred, it is probable that the future economic benefits embodied with the item will flow to the company and thecost of the item can be measured reliably. Expenditure incurred after the assets have been put into operation, such as repairs andmaintenance is normally charged off as revenue expenditure in the period in which it is incurred. In situation where it can be clearlydemonstrated that the expenditure has resulted in an increase in the future economic benefit expected to be obtained from the use ofthe fixed assets, the expenditure is capitalized as an additional cost of the assets. All other costs are recognized to the profit and lossaccount as expenses if incurred. All up-gradation/enhancement are generally charged off as revenue expenditure unless they bring similarsignificant additional benefits.

20.2.4 SOFTWARE

Software are generally charged off as revenue expenditure. Purchased software that is integral to the functionality of the relatedequipment is capitalized as part of that equipment.

20.2.5 DISPOSAL OF FIXED ASSETS

On disposal of fixed assets, the cost and accumulated depreciation are eliminated and gain or loss on such disposal is reflected in theincome statement, which is determined with reference to the net book value of the assets and net sales proceeds.

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Annual Report 2009

20.2.6 DEPRECIATION ON FIXED ASSETS

Depreciation is provided to amortize the cost/revalued amount of the assets after commissioning, over the period of their expected usefullives, in accordance with the provisions of BAS 16: Property, Plant and Equipment. Depreciation is provided on fixed assets except landfor the period in use of the assets. Depreciation is provided at the following rates on straight line basis over the periods appropriate tothe estimated useful lives of the different types of assets:

Factory Building and Other Construction 2.50-5% Plant and Machinery 2.50-7.5% Factory Equipment 10%Furniture & Fixtures and Office Equipment 20%Motor Vehicle 20%

20.3 BORROWING COSTS

This has been dealt with the requirements of BAS 23: Borrowing Costs.

Borrowing costs relating to projects in commercial operation are recognized as expenses in the year in which they are incurred. In respectof projects that have not yet commenced commercial production, borrowing costs are debited to capital work in progress.

20.4 INVENTORIES

Inventories are carried at the lower of cost and net realizable value as prescribed by BAS 2 : Inventories. Cost is determined on weightedaverage cost basis. The cost of inventories comprises of expenditure incurred in the normal course of business in bringing the inventoriesto their present location and condition. Net realizable value is based on estimated selling price less any further costs expected to beincurred to make the sale.

20.5 ACCOUNTS RECEIVABLES

Accounts Receivables are recognized at cost which is the fair value of the consideration given for them.

20.6 ADVANCES, DEPOSITS AND PREPAYMENTS

Advances are initially measured at cost. After initial recognition, advances are carried at cost less deductions, adjustments or charges toother account heads.

Deposits are measured at payment value.

Prepayments are initially measured at cost. After initial recognition, prepayments are carried at cost less charges to profit and lossaccount.

20.7 CASH AND CASH EQUIVALENTS

Cash and cash equivalents are carried in the balance sheet at cost and includes cash in hand and with banks on current and depositaccounts which are held and available for use by the company without any restriction. There is insignificant risk of change in value ofthe same.

20.8 INCOME TAX EXPENSE

CURRENT TAX

Current Tax has been provided for the year at the reduced tax rate of 15% applicable for textiles industries. It also includes earlier year’sshort provision

DEFERRED TAX

Deferred tax asset is not recognized as it is probable that future taxable profit will not be available against which temporary differencescan be utilized.

20.9 LEASE ASSETS

In compliance with the BSA 17: Leases, cost of assets acquired under finance lease along with related obligation have been accountedfor as assets and liabilities respectively of the company, and the interest element has been charged as expenses.

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Annual Report 2009

20.10 LEASE PAYMENT

Lease payments made under finance leases are apportioned between the finance expenses and the reduction of the outstanding liability.

20.11 EMPLOYEE BENEFITS

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

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

The company’s employee benefits include the following:(a) Defined Contribution Plan

This represents recognized contributory provident fund for all its permanent employees. Assets of provident fund are held in aseparate trustee administered fund as per the relevant rules and is funded by contributions from both the employees and thecompany at pre-determined rates.

(b) Contribution to Workers’ Profit Participation/ Welfare FundsThis represents 5% of net profit before tax contributed by the company as per provisions of the Companies Profit (Workers’Participation) Act, 1968 and is payable to workers as defined in the said scheme.

(c) Group Insurance Scheme

20.12 PROPOSED DIVIDEND

The amount of proposed dividend has not been accounted for but disclosed in the notes to the accounts alongwith dividend per sharein accordance with the requirements of the Para 125 of Bangladesh Accounting Standard (BAS) 1 (Revised 2008): Presentation ofFinancial Statements. Also, the proposed dividend has not been considered as “Liability” in accordance with the requirements of thePara 12 & 13 of Bangladesh Accounting Standard (BAS) 10: Events After The Reporting Period, because no obligation exists at thetime of approval of accounts and recommendation of dividend by the Board of Directors.

20.13 EARNINGS PER SHARE (EPS)

This has been calculated in compliance with the requirements of BAS 33: Earnings Per Share by dividing the basic earnings by theweighted average number of ordinary shares outstanding during the year.

BASIC EARNINGS

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

Weighted Average Number of Ordinary Shares Outstanding during the year

CURRENT YEAR 2009

This represents the number of ordinary shares outstanding at the beginning of the year plus the number of ordinary shares issued duringthe year multiplied by a time-weighting factor. The time weighting factor is the number of days specific shares are outstanding as aproportion of the total number of days the specific shares are outstanding as proportion of the total number of days in the period.

EARLIER YEAR 2008

The number of shares outstanding before the bonus issue has been adjusted for the proportionate change in the number of sharesoutstanding as if the bonus issue had occurred at the beginning of earliest period reported (2008) and accordingly, in calculating theAdjusted EPS of 2008, the total number of shares including the subsequent bonus issued in 2009 has been considered as the weightedAverage Number of Shares Outstanding during the year 2008.

The basis of computation of number of shares as stated above, is in line with the provisions of BAS-33 “Earnings Per Share”. The logicbehind the basis as stated in said BAS is that the bonus shares are issued to the existing shareholders without any consideration, andtherefore, the number of shares outstanding is increased without an increase in resources generating new earnings.

DILUTED EARNINGS PER SHARE

No diluted EPS is required to be calculated for the year as there was no scope for dilution during the year under review.

20.14 FOREIGN CURRENCY TRANSACTIONS

The financial records of the company are maintained and the financial statements are stated in Bangladesh Taka. Foreign currencytransactions are recorded at the applicable rates of exchange ruling at the transaction date in compliance with the provisions of BAS 21:The Effects of Changes in Foreign Exchange Rates.

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Annual Report 2009

21. PROPERTY, PLANT AND EQUIPMENT: TK. 1,484,425,873

The relevant information in respect of Property, Plant and Equipment as required by the laws,rules and the accounting standards is setout below:

Particulars Land & Land Factory building Plant & Factory Furniture & Motor CWP TotalDevelopment & other Machinery Equipment Office Vehicle

construction Equipment

Cost/RevaluationAt 31 December, 2008 534,009,000 457,354,283 1,261,792,732 21,533,539 18,985,456 3,569,033 - 2,297,244,043

Addition in 2009 - - 1,387,713 4,147,239 602,990 800,000 6,045,478 12,983,420

Current Cost At 31 December, 2009 534,009,000 457,354,283 1,263,180,445 25,680,778 19,588,446 4,369,033 6,045,478 2,310,227,463

DepreciationAt 31 December, 2008 - 88,834,104 663,191,870 18,920,283 18,390,493 3,483,525 - 792,820,275

For 2009 - 11,530,732 19,946,148 1,002,662 336,273 165,500 - 32,981,315

At 31 December, 2009 - 100,364,836 683,138,018 19,922,945 18,726,766 3,649,025 - 825,801,590

Carrying amount at Current Cost/RevaluationAt 31 December, 2009 Tk. 534,009,000 356,989,448 580,042,426 5,757,834 861,680 720,008 6,045,478 1,484,425,873

Carrying AmountAt 31 December, 2008 Tk. 534,009,000 368,520,179 598,600,862 2,613,256 594,963 85,508 - 1,504,423,768

A. DISCLOSURE ON REVALUATION IN THE YEAR 2004

In compliance with the requirements of Bangladesh Accounting Standard (BAS) - 16 "Property, Plant and Equipment,following information have been disclosed on revaluation of land:

(a) The effective date of revaluation is 27.12.2004.(b) An independent professional valuer, M/S G. K. Adjusters Ltd. (Insurance Serveyors, Loss Adjusters, Controllers and

Valuers) of Chand Mansion (5th floor), 66, Dilkusha Commercial Area, was involved to carry out the said revaluation.

B. DISCLOSURE ON REVALUATION IN THE YEAR 2008

In compliance with the requirements of Bangladesh Accounting Standard (BAS) - 16 "Property, Plant and Equipment, followinginformation have been disclosed on revaluation of land, building and plant & machinery:

(a) The effective date of revaluation is 31.12.2008.(b) An independent professional valuer, M/S S. F. Ahmed & Co., Chartered Accountants, House 25, Road 13A, Block D, Banani,

Dhaka-1213, Bangladesh have revalued the land, building and plant & machinery of the Company as of 31 December 2008.

22. LONG-TERM SECURITY DEPOSITS : TK. 5,107,298 2009 2008

This represents the amount deposited with utility providers in respect of :

Bangladesh Telegraph & Telephone Board for Telephone 864,000 864,000Titas Gas Transmission & Distribution Co.Ltd. for Gas Connection 4,243,298 3,070,971

Tk. 5,107,298 3,934,97123. INVENTORIES : TK. 767,296,947

This consists of :

(a) Raw Material :Chips 133,622,379 175,397,093Others 2,677,487 7,399,323

136,299,866 182,796,416(b) Work-in-Process 1,493,940 2,266,000(c) Finished Goods 297,455,231 273,955,569(d) Packing Material 2,605,980 1,229,938(e) Stores & Spares 222,003,252 209,728,222(f ) Stock-in- Transit 107,438,678 119,661,330

Tk. 767,296,947 789,637,475

30


Annual Report 2009

24. ACCOUNTS & OTHER RECEIVABKES : TK. 527,839,772This is unsecured but considered good, and is falling due within one year.

No amount was due by the directors (including Managing Director), Managing Agent, Managers and other officers of the companyand any of them severally or jointly with any other person.

25. ADVANCES, DEPOSITS & PREPAYMENTS : TK. 130,528,834 2009 2008This consists of :Advances :Duty, taxes & clearing charges 91,163,749 92,311,980Advance Income Tax 10,406,931 29,453,473Suppliers 2,170,827 19,612,867Mill Expenses 188,677 317,654

103,930,184 141,695,974Deposits 14,692,605 14,692,605Prepayments 11,906,045 18,039,086

Tk. 130,528,834 174,427,665

This is unsecured but considered good.

No amount was due by the directors (including Managing Director), Managing Agent, Managers and other officers of the companyand any of them severally or jointly with any other person.

No amount was due by any associated undertaking.

26. CASH AND CASH EQUIVALENTS : TK. 3,876,722 2009 2008This consists of :

(a) Cash in Hand 472,819 116,341(b) Cash at Banks :

(i) In Current Accounts 816,561 755,904(ii) In STD Accounts 2,587,342 896,048

3,403,903 1,651,952

Tk. 3,876,722 1,768,293

27. ISSUED SHARE CAPITAL : TK. 554,477,963(A) AUTHORIZED :10,000,000 ordinary shares of Tk. 100/- each Tk. 1,000,000,000 1,000,000,000(B) ISSUED, SUBSCRIBED AND PAID-UP :2,990,000 Ordinary Shares of Tk. 100/- each fully paid up in cash 299,000,000 299,000,000(2,000 shares issued in 1990, 18,000 shares issued in 1991 and2,970,000 shares issued in 1993)10,000 Ordinary Shares of Tk. 100/- each issued inconsideration of value of land acquired (issued in 1993) 1,000,000 1,000,000150,000 Bonus shares of Tk. 100 each (issued in 2003 by 15,000,000 15,000,000capitalization of retained earnings)315,000 Bonus shares of Tk. 100 each (issued in 2005 by 31,500,000 31,500,000capitalization of retained earnings)346,500 Bonus shares of Tk. 100 each (issued in 2006 by 34,650,000 34,650,000capitalization of retained earnings)571,725 Bonus shares of Tk. 100 each (issued in 2007 by 57,172,500 57,172,500capitalization of retained earnings)438,322.5 Bonus shares of Tk. 100 each (issued in 2008 by 43,832,250 43,832,250capitalization of retained earnings)723,232 Bonus shares of Tk. 100 each (issued in 2009 by 72,323,213capitalization of retained earnings)

Tk. 554,477,963 482,154,750

31


Annual Report 2009

(C) COMPOSITIONS OF SHARE HOLDINGS:

2009 2008No. of Shares % No. of Shares %

Sponsors 1,973,844 35.60 2,021,059 41.92Public 3,570,935 64.40 2,800,488 58.08

5,544,779 100.00 4,821,547 100.00

(D) DISTRIBUTION SCHEDULE -DISCLOSURES UNDER THE LISTING REGULATIONS OF THE STOCK EXCHANGE :

The distribution schedule showing the number of shareholders and their share holdings in percentage has been disclosed below asa requirement of the "Listing Regulations of the Dhaka and Chittagong Stock Exchanges":

Share holdings Range Number of holders % of total holders Number of Shares % of Share Capitalin number of shares

2009 2008 2009 2008 2009 2008 2009 2008

1 to 499 16,009 10,863 92.78% 93.45% 1,142,896 646,688 20.61% 13.41%500 to 5,000 1,188 707 6.89% 6.08% 1,302,066 866,389 23.48% 17.97%5,001 to 10,000 23 28 0.13% 0.24% 157,355 191,322 2.84% 3.97%10,001 to 20,000 15 13 0.09% 0.11% 216,414 212,089 3.90% 4.40%20,001 to 30,000 8 4 0.05% 0.03% 179,349 100,897 3.23% 2.09%30,001 to 40,000 4 1 0.02% 0.01% 138,302 31,416 2.49% 0.65%40,001 to 50,000 - - - - - - - -50,001 to 100,000 3 4 0.02% 0.03% 264,572 319,991 4.77% 6.64%100,001 to 1,000,000 4 5 0.02% 0.04% 2,143,825 2,452,755 38.66% 50.87%Over 1,000,000 - - - - - - - -

17,254 11,625 100.00% 100.00% 5,544,779 4,821,547 100.00% 100.00%

(E) MARKET PRICE:

The shares of the Company are listed with in the Dhaka and Chittagong Stock Exchanges and quoted at Tk. 373.00 (in 2008:Tk. 164.50) per share in the Dhaka Stock Exchange and Tk. 376.25 (in 2008: Tk. 163.25) per share in the Chittagong StockExchange on 31 December 2009.

(F) OPTION ON UNISSUED SHARES :

There is no option regarding authorized capital not yet issued but can be used to increase the issued, subscribed and paid up capitalthrough the issuance of new shares.

(G) VOTING RIGHTS :

The rights and privileges of the shares are stated in the Bye-laws ( Articles of Association) of the Company.

28. REVALUATION SURPLUS : TK. 1,329,335,883

This represents the surplus on land revalued in the year 2004 Tk. 173,718,295 and surplus on land, factory building and plant &machinery revalued Tk. 1,155,617,588 in the year 2008.

29. DEBENTURE- CURRENT MATURITY (SECURED) TK. 33,305,500

This is redeemable within twelve months from the date of balance sheet.

The debentures are secured by first pari-passu charge by way of an equitable mortgage on the fixed assets of the company i.e. thedebenture holders will rank senior along with Sonali Bank to other creditors on the assets of the company on liquidation/winding up.

30. INTEREST FREE BLOCK ACCOUNT-CURRENT MATURITY TK. 19,184,102

This is payable within twelve months from the date of balance sheet as per decision of the Trustee to the Institutional DebenturesHolders in a meeting held on 10.07.2005.

32


Annual Report 2009

31. SHORT TERM LOANS FROM BANKS (SECURED) : TK. 518,709,213 2009 2008

This consists of following Bank/Financial Institutions:

Sonali Bank, Local Office, Dhaka- Cash Credit 482,209,213 480,967,488IPDC of Bangladesh Ltd. -Short Term Loan 36,500,000 43,000,000

Tk. 518,709,213 523,967,488

Cash Credit (Hypothecation and Pledged) account is secured against hypothecation of inventories and accounts receivable to the bankand collaterised by pari-passu charge on Company's fixed assets.

32. ACCOUNTS & OTHER PAYABLES : TK. 73,826,489 2009 2008

This is unsecured and represents creditors for:

Goods Supplied 11,401,824 7,512,781Gas and Services 17,390,742 13,406,856Insurance 11,567,925 9,960,341Advance against Sales 16,682,108 9,121,790Others 16,783,890 14,983,016

Tk. 73,826,489 54,984,784

33 . ACCRUED EXPENSES : TK. 65,636,281

This is falling due within one year and represents :

Accruals 24,352,009 16,455,097Provision for Taxation 10,252,512 23,087,668Workers' Profit Participation / Welfare Funds 15,184,676 12,024,059Interest Payable -Finance Lease 3,272,587 3,179,661Interest Payable -Debenture(Current) 12,574,497 15,927,751

Tk. 65,636,281 70,674,236

34. DEBENTURE-NET OF CURRENT MATURITY (SECURED) : TK. 78,919,738

This is redeemable after twelve months from the date of balance sheet.

35. INTEREST FREE BLOCK ACCOUNT-NET OF CURRENT MATURITY : TK. 45,130,637

This is payable after twelve months from the date of balance sheet.

36. REVENUE (NET) : TK. 792,781,515

This is made-up as follows :

Sales of DTY ( 5,071,140 kgs.) ( in 2008 : 5,662,068 kgs) 783,432,797 928,872,215Less : Sales Commission 9,964,722 13,749,010

773,468,075 915,123,205

Sales of Wastage 19,313,440 17,708,533

Tk. 792,781,515 932,831,738

33


Annual Report 2009

37. COST OF REVENUE : TK. 665,395,623 2009 2008


Raw Material Consumed (Note - 37.1 ) 504,053,231 651,940,582Packing Material Consumed (Note- 37.2 ) 22,147,870 21,731,482Manufacturing Overhead (Note - 37.3 ) 128,940,809 101,134,018Depreciation 32,981,315 27,038,732Manufacturing Costs for the year 688,123,225 801,844,814Opening WIP 2,266,000 2,462,680Manufacturing Costs to date 690,389,225 804,307,494Closing WIP 1,493,940 2,266,000Cost of Goods manufactured 688,895,285 802,041,494Opening Finished Goods 273,955,569 268,764,332Cost of Goods available for revenue 962,850,854 1,070,805,826Closing Finished Goods 297,455,231 273,955,569

Cost of Revenue Tk. 665,395,623 796,850,257

(a) Item wise quantity and value of Finished Goods Stock are as follows :

2009 2008ITEM QUANTITY IN KGS. VALUE IN TAKA QUANTITY IN KGS. VALUE IN TAKA

OPENING STOCKPOY 151,159 14,547,763 151,159 14,547,763DTY 1,847,393 259,407,806 2,086,962 254,216,569

1,998,552 273,955,569 2,238,121 268,764,332

CLOSING STOCKPOY 151,159 14,547,763 151,159 14,547,763DTY 1,890,142 282,907,468 1,847,393 259,407,806

2,041,301 297,455,231 1,998,552 273,955,569

(b) Item wise quantity and value of Work-In-Process are as follows :2009 2008

ITEM QUANTITY IN KGS. VALUE IN TAKA QUANTITY IN KGS. VALUE IN TAKA

OPENING STOCK

POY 4,000 184,000 3,500 161,000DTY 28,000 2,082,000 30,000 2,301,680

32,000 2,266,000 33,500 2,462,680

CLOSING STOCK

POY 1,800 82,800 4,000 184,000DTY 19,420 1,411,140 28,000 2,082,000

21,220 1,493,940 32,000 2,266,000

37.1. RAW MATERIAL CONSUMED : TK. 504,053,231This is made-up as follows : 2009 2008

Opening Stock 182,796,416 164,951,353Purchases 457,556,681 669,785,645

640,353,097 834,736,998

Closing Stock 136,299,866 182,796,416Tk. 504,053,231 651,940,582

34


Annual Report 2009

(a) Item wise quantity and value of Raw Material Stock are as follows :

2009 2008ITEM QUANTITY VALUE IN TAKA QUANTITY VALUE IN TAKA

OPENING STOCK

Chips (tons) 1,648 175,397,093 1,717 156,742,027Spin Finish (kgs.) 9,200 2,279,762 12,600 2,688,278Conning Oil (kgs.) 9,821 1,004,565 23,856 2,750,624Antiseptics (kgs.) 60 100,646 60 84,240Paper Tube-POY-Imported (Nos.) 59,064 4,014,350 39,030 2,686,184

182,796,416 164,951,353CLOSING STOCK

Chips (tons) 1,582 133,622,379 1,648 175,397,093Spin Finish (kgs.) - - 9,200 2,279,762Conning Oil (kgs.) 13,061 1,768,372 9,821 1,004,565Antiseptics (kgs.) - - 60 100,646Paper Tube-POY-Imported (Nos.) 13,376 909,115 59,064 4,014,350

136,299,866 182,796,416

(b) Item wise quantity and value of Raw Material Imported/Purchased are as follows :


Chips (tons) 5,509 429,172,582 5,748 637,586,259Spin Finish (kgs.) 19,950 4,327,992 27,000 7,124,608Conning Oil (kgs.) 55,317 6,810,717 33,550 4,300,850Antiseptics (kgs.) 150 114,433 170 301,574Paper Tube-POY-Imported (Nos.) - - 53,618 3,610,741Paper Tube-DTY (Nos.) 2,759,276 17,130,957 2,789,771 16,861,612

457,556,681 669,785,645

(c) Item wise quantity and value of Raw Material consumed are as follows :


Chips (tons) 5,575 470,947,297 5,816 618,931,194Spin Finish (kgs.) 29,150 6,607,753 30,400 7,533,125Conning Oil (kgs.) 52,077 6,046,910 47,585 6,046,910Antiseptics (kgs.) 210 215,080 170 285,167Paper Tube-POY-Imported (Nos.) 45,688 3,105,235 33,584 2,282,574Paper Tube-DTY (Nos.) 2,759,276 17,130,956 2,789,771 16,861,612

504,053,231 651,940,582

Raw material consumed are fully imported except DTY Paper Tube.

37.2. PACKING MATERIAL CONSUMED : TK. 22,147,870 2009 2008


Opening Stock 1,229,938 454,360Purchases 23,523,912 22,507,060

24,753,850 22,961,420

Closing Stock 2,605,980 1,229,938

Tk. 22,147,870 21,731,482

35


Annual Report 2009

(a) Item wise quantity and value of Packing Material Stock are as follows :


Opening Stock

Cartons (Set) 9,335 875,192 1,186 73,638HDPE Bag (Nos.) - - 14,700 11,373Louis tape (Rolls) 309 6,868 2,832 69,382P.P. Band and clip (Kgs.) 12 1,738 13 1,883Adhesive Sticker (Nos.) 1,532,580 334,172 1,948,157 250,915Packing Slip(Nos.) 13,510 11,968 36,710 33,379Cone Bucket (Nos.) - - 394 13,790

1,229,938 454,360Closing Stock

Cartons (Set) 17,457 1,757,374 9,335 875,192HDPE Bag (Nos.) 454,179 407,358 - -Louis tape (Rolls) - - 309 6,868P.P. Band and clip (Kgs.) 10 1,449 12 1,738Adhesive Sticker (Nos.) 564,600 409,476 1,532,580 334,172Packing Slip(Nos.) 36,020 30,323 13,510 11,968

2,605,980 1,229,938

(b) Item wise quantity and value of Packing Material Purchased are as follows :


Cartons (Set) 197,082 19,904,540 205,900 19,341,470HDPE Bag (Nos.) 2,874,712 2,578,360 2,477,790 2,170,455Louis tape (Rolls) 29,010 727,247 30,699 675,915Adhesive Sticker (Nos.) 1,303,907 272,265 2,370,000 280,220Packing Slip(Nos.) 50,000 41,500 45,000 39,000

23,523,912 22,507,060

(c) Item wise quantity and value of Packing Material consumed are as follows :


Cartons (Set) 188,960 19,022,359 197,751 18,539,916HDPE Bag (Nos.) 2,420,533 2,171,002 2,492,490 2,181,828Louis tape (Rolls) 29,319 734,115 33,222 738,428P.P. Band and clip (Kgs.) 2 290 1 145Adhesive Sticker (Nos.) 2,271,887 196,962 2,785,577 196,962Packing Slip(Nos.) 27,490 23,142 68,200 60,413Cone Bucket (Nos.) - - 394 13,790

22,147,870 21,731,482

Packing material consumed are fully local purchased.

37.3. MANUFACTURING OVERHEAD : TK. 128,940,809 2009 2008


Salary and wages 31,214,261 27,668,768Power & Gas 38,752,254 33,851,843Indirect Material (Stores & Spares) 43,624,042 26,787,095Insurance 1,025,407 1,345,436Other Manufacturing Overhead 14,324,845 11,480,876

Tk. 128,940,809 101,134,018

36


Annual Report 2009

(a) Salary and Wages includes Provident Fund contribution of Tk. 684,702 ( in 2008 : Tk. 718,209).

(b) The value of imported stores and spares consumed is Tk. 30,536,829 ( in 2008 : Tk. 18,750,967) which is 70% of total storesand spares consumed.

(c) Other manufacturing overhead does not include any item exceeding 1% of total revenue.

38. ADMINISTRATIVE EXPENSES: TK. 9,664,784 2009 2008

This Consists of :

Salary 3,445,616 4,008,549Repairs & Maintenance 59,780 8,833Entertainment 489,528 380,863Printing & Stationery 251,454 189,346Books, News Papers & Periodicals 43,836 32,654Stamp & Postage 12,203 56,659Medical Expenses 150,693 144,698Laundry 675 940Renewals, Rates & Registrations 90,200 102,800Subscription & Membership Fees 864,276 729,069Travelling and Conveyance 188,757 231,332Telephone, Telex, Fax 261,005 400,775Transport Expenses 555,260 797,885Bank Charges & Commission 148,993 165,643Utilities-Electricity, Water & Gas 5,959 46,998Audit Fee 150,000 75,000Legal & Professional Fees 76,125 50,000Trustee Fees 314,364 398,194Group Insurance Premium 288,098 303,804A G M Expenses 2,043,675 1,275,796Security Guard Hire Expenses (CC) 144,120 109,185Other Administrative Overhead 80,167 52,232

Tk. 9,664,784 9,561,255

(a) Salary includes Provident Fund contribution of Tk. 186,065 ( in 2008 : Tk. 163,078).

(b) The audit fee represents the fees for auditing the accounts of the Company for the year 2009. No other fee was paid to the auditorfor any other services.

39. SELLING EXPENSES : TK. 3,527,286 2009 2008

This Consists of :

Transport 3,408,176 3,705,709Market Research 119,110 58,530

Tk. 3,527,286 3,764,239

40. FINANCE COST : TK. 94,865,888

This is made up as follows :

(a) Debenture interest 12,574,498 15,927,751(b) Interest on Cash Credit (Hypothecation) 42,169,987 41,105,282(c) Interest on Cash Credit (Pledged) 21,175,758 20,677,659(d) Interest on Short Term Loan 7,553,500 8,200,155(e) Interest on Finance Lease 11,392,145 13,416,238

Tk. 94,865,888 99,327,085

37


Annual Report 2009

41. CONTRIBUTION TO WORKERS' PROFIT PARTICIPATION / WELFARE FUNDS : TK. 920,378

This represents 5% of net profit before tax after charging the contribution and such contribution is provided as per provisions of thecompanies profit (Workers' Participation) Act, 1968 and is payable to workers as defined in the said Act.

42. INCOME TAX EXPENSES : TK.6,751,608 2009 2008

This represents current tax expense & consist of:

Tax for the year 2009 2,761,133 3,332,700Earlier year's short provision 3,990,475 -

Tk. 6,751,608 3,332,700

43. BASIC EARNINGS PER SHARE (EPS)

(a) Net profit after tax Tk. 11,655,948 18,885,302

(b) Weighted average number of shares in issue 5,544,779 5,544,779

(c) Basic EPS ( a/b) (Adjusted EPS of 2008) Tk. 2.10 3.41

44. CONTINGENT LIABILITIES

There was no contingent liability as on 31 December, 2009.

45. CAPITAL EXPENDITURE COMMITMENT

(a) There was no capital expenditure commitment but not incurred or provided at 31 December, 2009.

(b) There was no material capital expenditure authorized by the Board but not contracted for at 31 December, 2009.

46. UN-AVAILED CREDIT FACILITY

There was no credit facility available to the Company under any contract, but not availed of as on 31 December, 2009 and 2008 otherthan trade credit available in the ordinary course of business.

47. FOREIGN EXCHANGE EARNED

No foreign exchange was earned against sales. No other foreign exchange was earned or received by the Company during the year 2009.

48. PAYMENTS IN FOREIGN CURRENCY

In 2009, the Company remitted foreign currency in respect of the following:

(a) Payment against imported Raw Material & Spares

2009 2008

Foreign Currency in US$ In Taka Foreign Currency in US$ In Taka

5,276,777 398,261,682 8,167,176 567,024,449

(b) No other expenses including royalty, technical expert and professional advisory fees, etc. was incurred or paid by the Companyin foreign currency, during the year 2009.

49. COMMISSION, BROKERAGE OR DISCOUNT AGAINST SALES

(a) Distribution commission of Tk. 9,964,722 ( in 2008 : Tk. 13,749,010) was incurred and paid during the year 2009 to thedistributors of the Company.

(b) No other commission, brokerage or discount was incurred or paid by the Company against sales during the year 2009.

50. RELATED PARTY DISCLOSURES

No transaction was made during the year under review nor any amount was due to or from as on the balance sheet date.

38


Annual Report 2009

51. PRODUCTION CAPACITY, ACTUAL PRODUCTION AND REASON OF SHORTFALL 2009 2008

(a) POY 115/230 Denier (Qty. in tons)

Installed capacity 8,400 8,400Actual Production 5,492 5,725

(b) DTY 75 (NI) Equivalent Denier (Qty. in tons)

Installed capacity 8,336 8,336Actual Production 5,114 5,422

Production suffered during the year under review because of shortage of gas supply from Titas Gas Transmission & Distribution Co. Ltd.

52. PAYMENT/ PERQUISITES TO DIRECTORS/OFFICERS

(a) The aggregate amounts paid/provided during the year in respect of Officers of the Company as defined in the Security and andExchange Rules, 1987 are disclosed below :

2009 2008

Basic Salary 1,920,180 2,026,860House Rent Allowance 960,090 851,430Conveyance & Other Allowances 692,075 584,335Provident Fund Contribution 192,018 158,586

Total Tk. 3,764,363 3,621,211

(b) No compensation was allowed by the Company to the Managing Director of the Company.

(c) No amount of money was spent by the Company for compensating any member of the Board for special services rendered.

53. POST CLOSING EVENTS

Subsequent to the balance sheet date, the directors recommended 7.5% cash dividend and 7.5% stock dividend (bonus share) .

The dividend proposals are subject to shareholders approval at the forthcoming Annual General Meeting.

Except the fact stated above, no circumstances have arisen since the balance sheet date which would require adjustments to, or disclosurein, the financial statements or notes thereto.


29 April, 2010Dhaka.

BEXIMCO SYNTHETICS LIMITEDRegistered Office : 17 Dhanmondi R/A, Road # 2, Dhaka-1205

PROXY FORM

I/We ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... of ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... being a memberof BEXIMCO SYNTHETICS LIMITED hereby appoint Mr./Mrs/Miss ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...... ... ... ... ... ... ... ... ... of ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... as my Proxy to attend and vote for me on my behalf at the 19THANNUAL GENERAL MEETING of the Company to be held on Tuesday the 15th June, 2010 at 12:30 pm at Beximco IndustrialPark, Sarabo, Kashimpur, Gazipur and at any adjournment thereof.

As witness my hand this ... ... ... ... ... ... ... ... ... day of June, 2010. Signed by the said in presence of ... ... ... ... ... ... ... ... ... ... ... ...... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ..... ....... ... ... ... ... ... ... ... ... .......

REVENUE............................................... STAMP(Signature of the Proxy) TK. 8.00Date .......................................

........................................................................................................Signature of the Shareholder(s)

............................................... Register BO ID/Folio No. ..............................................................(Signature of witness) Dated .............................................................................................

NOTE : A member entitled to attend and vote at the General Meeting may appoint a Proxy to attend and vote in his/her stead. TheProxy Form, duly stamped, must be deposited at the Registered Office of the Company not later than 48 hours before thetime appointed for the meeting.

Signature verified

...........................................................Authorized Signatory

BEXIMCO SYNTHETICS LIMITEDRegistered Office : 17 Dhanmondi R/A, Road # 2, Dhaka-1205

SHAREHOLDERS' ATTENDANCE SLIP

I hereby record my attendance at the 19TH ANNUAL GENERAL MEETING being held on Tuesday the 15th June, 2010 at 12:30pm at Beximco Industrial Park, Sarabo, Kashimpur, Gazipur.

Name of Member/Proxy ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...

Register BO ID/Folio No. .. ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... . holding of ... ... ... ... ... ... ... ... ... ... ordinaryShares of Beximco Synthetics Limited.

...........................................................Signature of Shareholder(s)

N. B. PLEASE PRESENT THIS SLIP AT THE RECEPTION DESK. CHILDREN AND NON-MEMBERS WILL NOT BE ALLOWED AT THE MEETING.

CORPORATE HEADQUARTERS

17 Dhanmondi R/A, Road No. 2Dhaka-1205, Bangladesh

Phone : 880-2-8618220 (7 lines)Fax : 880-2-8613470

E-mail : [email protected] : www.beximco.com

OPERATIONAL HEADQUARTERS

Kabirpur, SavarDhaka-1344, Bangladesh

Phone : 880-2-8618220 (7 lines)Fax : 880-2-9664173

E-mail: [email protected] : www.beximco.com

FACTORY

Kabirpur, Savar, Dhaka.

INDEPENDENT AUDITORS

M/S. M. J. Abedin & Co.Chartered Accountants

National Plaza (6th Floor)109, Bir Uttam C.R. Datta Road,

Dhaka-1205

LEGAL ADVISERS

M/S. Huq & Co.47/1, Purana Paltan

Dhaka-1000

BANKERS

Sonali Bank Ltd.IFIC Bank Ltd.

DAY, DATE & TIME OF AGM

Tuesday 15th June, 2010 at 12.30 p.m.

PROPOSED DIVIDEND

7.5 % Cash Dividend & 7.5% Stock Dividend

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