delta spinners 2009

8/13/2019 Delta Spinners 2009

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Annual Report2008-2009

M-mp-up-1 (2008-2009)M-mp-up-1 (2008-2009) PagPag


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Table of Contents

Notice of the Twentyninth Annual General Meeting 3

Particulars of the Company 4

Report of the Directors (in English) 5

Report of the Directors (in Bangla) 9

Compliance Report as per SEC Notification 13

The Pattern of Shareholdings 14

Report Under Condition No. 5.00 15

Audit Committee Report 17

Auditors' Report 18

Balance Sheet 19

Profit and Loss Account 20

Statement of Changes in Share Holders' Equity 21

Cash Flow Statement 22

Notes to the Accounts 23

Proxy Form and Attendance Slip

2


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3

Registered Office : 254 B Khilgaon Chowdhury Para, Dhaka 1219

Corporate Office : DCCI Building (7th floor), 65-66, Motijheel C.A., Dhaka 1000

Factory : Kaltapara, P.O. : Bishka, P.S. : Gouripur, Mymensingh

TWENTYNINTH ANNUAL GENERAL MEETING

NOTICE

Notice is hereby given that the 29th Annual General Meeting of the shareholders of Delta SpinnersLimited will be held at the factory premises of the Company at Kaltapara, Gouripur, Mymensinghon Sunday, the 20th December, 2009 at 11:30 a.m. to transact the following businesses:

A G E N D A :

1. To confirm the proceedings of the 28th Annual General Meeting held on the 28th December,2008 at 11:30 a.m.

2. To receive, consider and adopt the Audited Balance Sheet as at 30th June, 2009 and the Profit

and Loss Account for the year ended 30th June, 2009 together with the report of Auditors andDirectors thereon.

3. To declare a Dividend.

4. To elect Directors.

5. To appoint Auditors for the year 2009-2010 and to fix their remuneration.

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

by Order of the Board

Sd/-

Dated : 30th October, 2009 Masudur Rahman

Executive Director & Company Secretary

Notes :

1. The "Record Date" will be on 12th November, 2009. Trading of the Company's shares in theStock Exchanges will remain suspended on the "Record Date".

2. Any Member of the Company entitled to attend and vote at the General Meeting may appointanother Member as his/her Proxy to attend and vote on his/her behalf. The Proxy Form must bestamped with revenue stamp of Tk. 8.00 and should be deposited at Registered Office of theCompany not later than 48 hours before the time appointed for the Meeting.

3. Members are requested to notify change of address, if any, to the Company.

4. The Board of Directors has recommended a dividend of 10% for all the shareholders of theCompany for the year 2008-2009.

5. No T.A. / D.A. will be given for attending the meeting.

Price Sensitive Information

The Board of Directors of Delta Spinners Limited has recommended a dividend of 10% (Ten) for all the

shareholders of the Company for the year 2008-2009.


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4

Delta Spinners Limited

The Board of Directors :

Mr. R A Howlader ChairmanMr. S M A Mannan Director

Mr. Mostafa Jamal Haider Director

Mr. M Sekander Ali Independent Director

Mr. Narayan Gupta BSB Nominated Director

Mr. Mostafa Kamal Haider Managing Director

Company Secretary :

Mr. Masudur Rahman Executive Director & Company Secretary

Bankers :Bangladesh Shilpa Bank 8, Rajuk Avenue, Dhaka 1000

Agrani Bank, Amin Court Branch 62-63, Motijheel C.A., Dhaka 1000

Agrani Bank, Choto Bazar Br. Mymenshing

ICB Islamic Bank Limited, Principal Office 17, Motijheel C.A., Dhaka 1000

Export Import Bank of Bangladesh Ltd., Motijheel Br. 56-57, Motijheel C.A., Dhaka 1000

Auditors :

M/s K. M. Alam & Co.

Chartered Accountants

80, Motijheel C.A., (4th Floor)Dhaka 1000

Registered Office :

254-B Khilgaon Chowdhury Para

Dhaka 1219

Corporate Office :

DCCI Building (7th Floor)

65-66, Motijheel C.A., Dhaka 1000

Factory :

Kaltapara, P.O. Bishka

P.S. Gouripur, Mymensingh


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Delta Spinners Limited

TWENTYNINTH ANNUAL GENERAL MEETING OF THE COMPANY

Report of the DirectorsTO THE SHAREHOLDERS

Bishmillahir Rahmanir Rahim

Assalamu-Alaikum

I, on behalf of the Board of Directors of your Company welcome you all to this Twentyninth Annual

General Meeting. It is a great pleasure to note that you have kindly made it convenient to attend this

meeting.

I shall now present the operational performance of the Company for the year 2008-2009.

OPERATIONAL PERFORMANCE OF 2008-2009

Production

The main product of the Company is cotton yarn. Production of yarn during the year 2008-2009 was

56.21 lacs kgs compared to 64.91 lacs kgs in 2007-2008 and 78.52 lacs kg in 2006-2007. Overall

capacity utilization during the year 2008-2009 had been about 92% while during the year 2007-2008 it

was 96% and in the year 2006-2007 it was about 95%. The comparatively low production was due to

low demand resulting from global economic recession.

Raw Material Procurement

I shall request you to kindly refer to the Sl. No. 28.01 and 28.01A in the Notes to the Accounts to review

the raw material consumption and procurement during the period under review. Cost of raw materialconsumption has increased by about 1.6% due to increase in price of raw cotton in the international

market. To off-set any possible fluctuation in supply price further, the Company procured a good

quantity of raw cotton from local market and the procurement amount thus increased by about 23%.


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APPOINTMENT OF AUDITORS

M/s K. M. Alam & Co., Chartered Accountants, has completed the audit of the books of accounts of

the Company for the year ended 30-06-2009.

M/s K M Alam & Co. Chartered Accountants have expressed their interest to audit our books ofaccounts for the year 2009-2010. Their charges had been Tk. 1,00,000.00 during the last two years.

This year, they have requested for enhancement of their fees to Tk. 1,25,000.00 because of increased

expenses of various services which may please be approved.

ACKNOWLEDGMENTS

We take this opportunity to express our heartfelt thanks and gratitude to the esteemed Shareholders for

the cooperation extended by them. We also acknowledge the cooperation of various Govt. Agencies,

Securities & Exchange Commission, Dhaka Stock Exchange Limited, Chittagong Stock Exchange

Limited, Bangladesh Textile Mills Association, Banks, the Suppliers, Customers, Selling Agents and

our well wishers.

We are grateful to Agrani Bank, Amin Court Branch, Dhaka for extending to us the required Working

Capital loan. Southeast bank Ltd. has also extended working capital loan and term loan facilities to us.

Bangladesh Shilpa Bank and Premier Leasing International Limited extended their kind cooperation in

re-arranging the payment of the Company's dues to them and we thankfully acknowledge the

consideration shown to us in this behalf.

Last but not the least, the Board of Directors place on records their deep sense of appreciation for the

dedicated services and loyalty of all the Executives, Officers, Staff and Workers who maintained an

excellent working atmosphere conducive to high level of performance.

CONCLUSIONS

The Board of Directors now presents the Accounts and Auditors Reports for the year 2008-2009 and

request to the magnanimity of our valued shareholders to kindly accept the Annual Accounts for which

we shall remain ever grateful to you.

I again express my thanks for attending this Annual General Meeting. May Allah, in His infinite mercy

grant peace and happiness to us all.

With regards, On behalf of the Board of Directors

Sd/-

R A Howlader

Chairman

Dated : 15th November, 2009


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Annexure-I

Report in Compliance to Notification No. SEC/CMRRCD/

2006-158/Admin/02-08 Dated 20th February, 2006 of SEC

THE DIRECTORS REPORT THAT :

a) The financial statements prepared by the Company present fairly its state of affairs, the result of

its operations, cash flows and changes in equity.

b) Proper books of account of the Company have been maintained.

c) Appropriate accounting policies have been consistently applied in preparation of the financial

statements and the accounting estimates are based on reasonable and prudent judgment.

d) International Accounting Standards, as applicable in Bangladesh, have been followed in

preparation of the financial statements and any departure therefrom has been adequately

disclosed.

e) The system of internal control is sound in design and has been effectively implemented and

monitored.

f) There are no significant doubts upon the Companys ability to continue as a going concern.

g) There has not been any significant deviation from last year in operating results of the Company.

h) Key operating and financial data of the preceding three years have been summarized and shown

at page 6.

i) The Board of Directors has proposed a cash dividend of 10% for all the shareholders of the

Company for the financial year 2008-2009.

j) A total number of 6 (six) Board Meetings were held during the year under review and a

cumulative number of 36 (thirty six) Directors attended the Meetings.

k) The pattern of the shareholding has been shown at Annexure II and the compliance status as

per Clause 5.00 of the above stated Notification of SEC has been shown at Annexure III.

Sd/-

R A Howlader

Chairman


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Annexure-II

THE PATTERN OF SHAREHOLDINGS

i) Shareholdings in Parent / Subsidiary / Associated companies and other related parties :

There are no Parent / Subsidiary / Associated Company of Delta Spinners Limited.

ii) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal

Audit and their spouses and minor children (name wise details) :

1. Mr. R A Howlader, Chairman 61,175 shares

2. Mr. Mostafa Jamal Haider, Director &

Chairman, Audit Committee 108,970 shares

Wife : Mrs. Jowshan Ara Rashid 16,598 shares

3. Mr. Mostafa Kamal Haider, Managing Director & CEO 1,745 shares

4. Mr. S M A Mannan, Director 72,835 shares

5. Mr. M Sekander Ali, Non-Shareholding Independent Director Nil

6. Mr. Narayan Gupta, Non-Shareholding BSB Director Nil

7. Mr. Masudur Rahman, Executive Director & Company Secretary 60 shares

8. Mr. Ziaur Rahman, Chief Finance Officer Nil

iii) Executives : Nil

iv) Shareholders holding ten percent (10%) or more voting interest in the Company, (name wise

details) : Nil

Sd/-

R A Howlader

Chairman


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1.1 Boards Size 3

1.2(i) Independent Directors 3

1.2(ii) Independent Directors 3

1.3 Chairman of the Board and 3

Chief Executive

1.4(a) Financial Statement 3

1.4(b) Books of Accounts 3

1.4(c) Accounts Policy 3

1.4(d) International Accounting Standards 3

1.4(e) Internal Control 3

1.4(f) Ability to Continue 3

1.4(g) Deviations in operating results 3

1.4(h) 3 years operating and financial data 3

1.4(i) Dividend 3

1.4(j) No. of Board Meeting 3

1.4(k) Pattern of Shareholding 3

2.1 CFO, Head of Internal Audit and 3

Company Secretary

2.2 Requirement to Attend Board Meetings 3

3.00 Audit Committee 3

3.1(i) No. of Audit Committee Members 3

3.1(ii) Audit Committee Members 3

Annexure-III

REPORT UNDER CONDITION NO. 5.00

Condition

No.

Title Explanation fornon-compliance with

the condition

Compliance Status(Put 3 in the appropriate column)

Complied Not Complied


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3.1(iii) Audit Committee Service Expiring 3

3.2(i) Chairman of Audit Committee 3

3.2(ii) Knowledge of Chairman of 3

Audit Committee

3.3.1(i) Audit Committee Report 3

3.3.1(ii)(a) Report on conflicts of interests 3

3.3.1(ii)(b) Suspected or presumed fraud 3

3.3.1(ii)(c) Suspected infringement of laws 3

3.3.1(ii)(d) Any other matter 3

3.3.2 Reporting to the Authorities 3

3.4 Reporting to the Shareholders 3

4.00 Engagement of External/ 3

Statutory Auditors

4.00(i) Appraisal or valuation 3

4.00(ii) Financial Information Systems 3

4.00(iii) Book Keeping 3

4.00(iv) Broker-dealer 3

4.00(v) Actuarial services 3

4.00(vi) Internal Audit 3

4.00(vii) Any other service 3

Sd/-

R A Howlader

Chairman

ConditionNo.

Title Explanation fornon-compliance with

the condition

Compliance Status(Put 3 in the appropriate column)

Complied Not Complied

Contd... Annexure-III


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Annexure-IV

AUDIT COMMITTEE REPORT

For the Year 2008-2009

The Audit Committee consists of the following members :

Mr. Mostata Jamal Haider, Director -- Chairman

Mr. S M A Mannan, Director -- Member

Mr. M Sekander Ali, Independent Director -- Member

Mr. Narayan Gupta, BSB Director -- Member

Activities carried out during the year :

The Committee reviewed the internal audit report, financial statements and the external audit report.

The Committee didnt find any material deviation, discrepancies or any adverse finding / observationin the areas of reporting.

Sd/-

Mostafa Jamal Haider

Chairman

Audit Committee


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AUDITORS' REPORT

TO THE SHAREHOLDERS OF DEITA SPINNERS LIMITED.

We have audited the accompanying Balance Sheet of DELTA SPINNERS LIMITED. Dhaka as on 30thJune, 2009 and related Income Statement, Changes in Shareholders Equity and Cash Flow Statement forthe year then ended. The preparation of these financial statements is the responsibility of the Companymanagement. Our responsibility is to express an independent 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 perform the audit to obtain reasonable assurance about whether the financialstatements are free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements. An audit also includes assessing theaccounting principles used and significant estimates made by management, as well as evaluating theoverall financial statement presentation. We believe that our audit provides a reasonable basis of ouropinion.

In our opinion, the Financial Statements prepared in accordance with Bangladesh Accounting Standards(BAS), give a true and fair view of the state of the company's affairs as of 30th June, 2009 and of theresults of the operations and its Cash Flows for the year then ended and comply with the Companies Act1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.

We further report that:

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

(b) In our opinion, proper books of account as required by law have been kept by the Company so far

as it appeared from our examination of those books;

(c) The Balance Sheet, Income Statement, Changes in Shareholders Equity and Cash Flow Statement

with the report are in agreement with the books of account; and

(d) The expenditures incurred were for the purpose of the Company's business.

Sd/-

K. M. ALAM & CO.

CHARTERED ACCOUNTANTS

29 OCT 2009


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DELTA SPINNERS LIMITEDBalance Sheet

as at 30th June, 2009.

APPLICATION OF FUND Notes 2008-2009 2007-2008

1 FIXED ASSETS 2 1,232,044,362 1,230,175,512

2 OTHER ASSETS

Preliminary Expenses 3 259,946 288,829

Issue Expenses 4 1,043,952 1,159,947

1,303,898 1,448,7763 CURRENT ASSETS

Inventory 5 536,780,654 344,766,629LC Margin 6 14,788,156 20,107,422Trade Debtors 7 48,254,611 41,738,527Advance,Deposit & Pre-payments 8 39,570,337 36,539,744Cash & Bank balance 9 5,630,949 4,650,315

645,024,707 447,802,6374 CURRENT LIABILITIES

Short Term Loan 10 4,472,865 5,015,805

Working Capital Loan 11 341,702,934 209,388,687Interest Payable to BSB 12 38,245,933 29,185,578Unclaimed Dividend 13 11,375,842 11,375,842Unclaimed Dividend (Directors) 13.1 9,466,197 9,466,197Trade Creditors 14 1,698,229 4,195,568Liabilities for Expenses 15 6,851,744 6,316,160Workers Profit Participation Fund 16 75,139 101,753Provision for Income Tax 17 11,727,544 12,658,619

425,616,427 287,704,209

5 NET WORKING CAPITAL (3-4) 219,408,280 160,098,428

6 NET ASSETS(1+2+5) 1,452,756,540 1,391,722,716

FINANCED BY

7 SHARE HOLDERS FUND

Share Capital 18 152,876,000 152,876,000Capital Reserve 4,210,092 4,210,092General Reserve 285,947,789 285,947,789Tax Holiday Reserve 19 34,008,975 34,008,975Proposed Dividend 15,287,600 15,287,600Retained Earnings 50,458,024 40,169,450

542,788,480 532,499,9068 LOAN FUND

BSB A/C No-0088 20 99,521,882 108,996,020BSB A/C No-0089 21 43,102,147 47,021,033BSB A/C No-0090 22 151,834,696 158,707,475BSB A/C No-0098 23 57,942,324 62,934,705Southeast Bank Ltd. 24 81,779,778 -Premier Leasing & Finance Ltd. 25 439,991,233 445,767,577Sponsor Investment (Interest free) 26 35,796,000 35,796,000

909,968,060 859,222,8109 TOTAL (7+8) 1,452,756,540 1,391,722,716

This financial statement should be read in conjunction with the annexed notes.As per our annexed report of even date.

Sd- Sd- Sd- Sd-R A Howlader Mostafa Kamal Haider Masudur Rahman K. M. ALAM & CO.

Chairman Managing Director Executive Director and CHARTERED ACCOUNTANTSCompany Secretary

19


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DELTA SPINNERS LIMITEDSTATEMENT OF CHANGES IN SHARE HOLDER'S EQUITY

for the year ended 30th June, 2009.

Opening Balance as on 01.07.08 152,876,000 4,210,092 285,947,789 34,008,975 40,169,450 517,212,306

Net profit after tax at 30.06.09 - - - - 25,576,174 25,576,174

Cash Dividend for the year - - - - (15,287,600) (15,287,600)

As at 30th June, 2009 Tk. 152,876,000 4,210,092 285,947,789 34,008,975 50,458,024 527,500,880

Opening Balance as on 01.07.07 152,876,000 4,210,092 285,947,789 34,008,975 28,952,211 505,995,067

Net profit after tax at 30.06.2008 - - - - 26,504,839 26,504,839

Cash Dividend for the year - - - - (15,287,600) (15,287,600)

As at 30th June, 2008 Tk. 152,876,000 4,210,092 285,947,789 34,008,975 40,169,450 517,212,306



21

PARTICULARS SHARECAPITAL

CAPITAL

RESERVE

GENERALRESERE

TAX HOLIDAY

RESERVE

RETAINED

ERANINGTOTAL

PARTICULARS SHARECAPITALCAPITAL

RESERVE

GENERALRESERE

TAX HOLIDAY

RESERVE

RETAINED

ERANINGTOTAL


22/38

DELTA SPINNERS LIMITEDCash Flow Statement (Under Direct Method)

For the year ended 30 June, 2009

Particulars 2008-2009 2007-2008

A. Cash Flow from Operating Activities:

Collection from Turnover 833,214,954 838,223,123

Cash Paid to Purchased/Suppliers/accounts Payable (819,183,631) -

Payment for Cost and Expenses - (685,340,088)

Cash Paid to Operating Expenses (20,961,402) -

Cash Paid to Interest Expenses (13,899,575) (10,819,870)

Net Cash provided by Operating Activities (20,829,654) 142,063,165

B. Cash Flow from Investing Activities:

Acquisition of Fixed Asseets (141,534,800) (107,434,129)

Net Cash provided by Investing Activities (141,534,800) (107,434,129)

C. Cash Flow from Financing Activities

Short Term Loan Increase /Decrease (542,940) (1,572,915)

Working Capital Loan Increase /Decrease 132,314,247 28,051,320

Long Term loan Increase /Decrease 50,745,250 (47,752,634)

Income Tax paid (2,500,000) (2,012,872)

Dividend paid (15,287,600) (7,684,548)

WPP Fund paid During the Year (1,383,869) (1,661,485)

Net Cash providend by Financing Activities 163,345,088 (32,633,134)

Increase/(Decrease) in Cash and Bank Balance (A+B+C) 980,634 1,995,902

Add: Opening Cash and Bank Balance 4,650,315 2,654,413

Closing Cash and Bank Balance 5,630,949 4,650,315

As per our annexed report of even date.



22


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K. M. ALAM & CO.CHARTERED ACCOUNTANTS

DELTA SPINNERS LIMITEDNotes to the Financial Statement

For the year ended 30th June, 2009.

1.0 Significant Accounting policies and Other Material Information.

1.1 Legal Form of the Enterprise"Delta Spinners Ltd." a public limited company incorporated under the Companies Act. 1913 and its shareare listed with the Dhaka Stock Exchange and Chittagong Stock Exchange Ltd.

1.2 Nature of the Business ActivitiesThe Nature and principal business activities of the Company through out the year were concentrated onthe manufacturing of yarn and marketing thereof under the year under review.

1.3 Accounting Convention and BasisThe Financial Statements have been prepared under the Historical Cost Convention under accrualaccounting concept and in accordance with the Bangladesh Accounting Standards.

1.4 Property, Plant and Equipment:

Recognition and Measurement

Items of property, plant and equipment are measured at cost less depreciation and accumulated impairmentlosses.Cost includes expenditure that is directly attributable to the acquisition of asset and bringing to the locationand condition necessary for it to be capable of operating in the intended manner. The cost of self construedasset included the cost of material and direct labour, any other cost directly attributable to bringing theassets to a working condition for their intended use.

Depreciation

a. Depreciation has been charged on Fixed Assets except Land and Land Development underreducing balance method.

b. Addition to the Fixed Asset was made throughout the year as such no depreciation has beencharged on addition amount during the year under audit.

c. The Board of Directors, in its meeting held on 30.06.2009 decided to charge depreciation onPlant & Machinery @ 15% instead of 20% charged during the last few years.

d. The rates at which the assets are depreciated per annum stands as under

Name of the Assets Rate (%)

Buildings 7.5%

Plant and Machinery 15%

Furniture and Fixtures 10%

Office Equipment 15%

Vehicles 20%Electric sub-station and power connection 15%

Air Conditioner 15%

Books and periodical 10%

Electrical Equipment 15%

23


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1.5 TaxationIncome Tax Assessment has been completed up to financial year ended 30th June 2007. Partly

payment has been made against tax liability.

1.6 InventoriesInventories are carried at the lower of cost and net realizable value as prescribed by BAS -2;Inventories. Cost is determined on weighed average basis. The cost of inventories comprises ofexpenditure incurred in the normal course of business in bringing to their present location andcondition .Net realizable value is based on estimated selling price less any further costs expectedto be incurred to make the sale. However we count the inventories on test basis on the documentprovided to us.

1.7 Revenue recognitionSales are recognized at the time of delivery from godown.

1.8 Workers Profit Participation Fund (WPPF)During the year under review, the Company made the provision @ 5% of net profit for WorkersProfit Participation Fund (WPPF).

1.9 Foreign CurrencyForeign currencies are translated into Taka at the rates ruling on the transaction date. Monetaryassets and liabilities are translated at the rates prevailing at the balance sheet date. Non-monetaryassets and liabilities are reported using the exchange rate at the date of transaction. Differencesarising on conversion are charged or credited to the Income Statement.

1.10 Cash and cash equivalentAccounting to BAS-7 "Cash Flow Statement" cash comprises cash in hand, demand deposits andcash equivalent are short term, highly liquid investment that are readily convertible to known asamounts of cash and which are subject to insignificant risk of changes in value. BAS-1"Presentation of Financial Statement" also provides that cash and cash equivalents are those,which has no restriction is and BAS-use. Considering the provision of BAS-, cash in hand andbank balances have been considered as cash and cash equivalent.

1.11 Cash Flow StatementsCash Flow Statement is prepared principally in accordance with BAS-7 "Cash Flow Statement"and the cash flow from operating activities have been presented under the direct method asprescribed by the Securities and Exchange Rules, 1987 and considering the provisions of

paragraph 19 of BAS-7.

1.12 Related Party Transaction:During the year under audit, there was no transaction with related parties as per BangladeshAccounting Standards (BAS) # 24.

24


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1.13 Earning Per Share (EPS)

The Company calculates Earning Per Share (EPS) in accordance with BAS-33 "Earnings Per

Share" which has been shown on the face of Income Statement. The disclosure has been made in

the Note 32 in respect of numerator (net profit) and denominator (weighted average number of

shares) used in the calculation of Basic EPS together with necessary computation.

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

review.

1.14 Deferred Tax

Deferred tax assets / liabilities are not recognized during the year as per BAS- 12.

1.15 Risk and Uncertainties for use of estimates in preparation of Financial Statement

The preparation of financial statement in conformity with the Bangladesh Accounting Standard

requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and revenues and expenses during the period reported. Actual results could differ

from those estimates. Estimates are used for accounting of certain items such as depreciation and

amortization, employees benefit plans, taxes, reserves and contingencies.

1.16 Impairment

In accordance with the provision of BAS 36, Impairment of assets, the carrying amount of non-

financial assets, other than inventories are reviewed at each reporting date to determine whether

there is any indication of impairment. If any such indication exists, then the assets recoverable

amount is estimated and impairment losses are recognized in profit and loss account. Not such

indication of impairment has been raised till to date.

1.17 Responsibility for preparation and presentation of Financial Statements

The Board of Directors is responsible for the preparation and presentation of Financial Statement

under section 183 of the Companies Act, 1994 and the provision of the framework for thepreparation and presentation of financial statement issued by the International Accounting

Standard Committee (IASC).

1.18 Dividend

The Board of Directors has proposed at 10% dividend for the year ended June 30, 2009.

1.19 Components of the Financial Statements

According to the Bangladesh Accounting Standard (BAS) 1 "Presentation of Financial

Statements", the complete set of Financial Statements includes the following components:

i. Balance Sheet as at 30th June, 2009.

ii. Profit & Loss Account for the year ended 30th June, 2009.iii. Statement of Changes in Shareholders Equity for the year ended 30th June, 2009.

iv. Cash Flow Statement for the year ended 30th June, 2009.

v. Accounting policies and explanatory notes.

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1.20 Compliance with Local Laws

The financial statements have been prepared in compliance with requirement of the Companies

Act, 1994, the Securities and Exchange Ordinance, 1969, Securities and Exchange Rules 1987,

Listing Rules of DSE and CSE and other relevant local rules.

1.21 Reporting Period

Financial Statements of the Company cover the period of 12 Months from 1st July 2008 to 30th

June, 2009.

1.22 General

a) Previous year's figures have been rearranged wherever considered necessary to conform

to the current year's presentation.

b) There was no contingent liability of the Company on the Balance Sheet date.

c) There was no preference share issued by the Company.

d) There was no outstanding agreement entered and executed up to the date of BalanceSheet.

e) The Company has got no receivables from any of the Directors.

f) There was no claim against the Company which was acknowledged as debt.

g) There was no related party transaction during the period.

h) No amount of money was spent by the Company for compensating service rendered.

i) No brokerage and trade discount paid during the period under audit.

j) Figures have been rounded off to the nearest Taka.

26


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K

.M.ALAM&

CO.

CHARTEREDACCOUNTANTS

DELTASPINNERSLIMIT

ED

2.0

FixedAssets:T

k.

1,2

32,0

44,3

62

PARTICULARS

LandandL

andDevelopment

37,089,898

-

.

37,089,898

0%

-

..

37,089,898

Buildings

97,752,880

-

.

97,752,880

7.50%

7,331,466

90,421,414

PlantandMachinery

111,381,865

-

.

111,381,865

15%

16,707,280

94,674,585

ElectricSub-station&

PowerConnection

1,792,961

-

.

1,792,961

15%

268,944

1,524,017

OfficeEquipment

635,895

-

.

635,895

15%

95,384

540,511

Unit-1FurnitureandFixture

821,270

-

.

821,270

10%

82,127

739,143

AirConditioner

277,477

-

.

277,477

15%

41,622

235,855

Vehicles

181,372

-

.

181,372

20%

36,274

145,098

Booksand

Periodicals

3,119

-

.

3,119

10%

312

2,807

Sub-Total:

249,9

36,7

37

-

.

249,9

36,7

37

24,5

63,4

09

225,3

73,3

28

LandandL

andDevelopment

119,994,102

-

.

119,994,102

0%

-

.

119,994,102

Buildings

188,170,345

29,000,000

217,170,345

7.50%

14,112,776

203,057,569

PlantandMachinery

652,712,263

94,844,800

747,557,063

15%

97,906,839

649,650,224

Furniture&Fixture

1,970,535

155,000

2,125,535

10%

197,054

1,928,482

Unit-2OfficeEquipment

2,645,485

35,000

2,680,485

15%

396,823

2,283,662

Vehicles

5,542,852

-

.

5,542,852

20%

1,108,570

4,434,282

ElectricSub-station&

PowerConnection

2,521,422

17,500,000

20,021,422

15%

378,213

19,643,209

AirConditioner

994,391

-

.

994,391

15%

149,159

845,232

ElectricEquipment

5,687,380

-

.

5,687,380

15%

853,107

4,834,273

Sub-Total:

980,2

38,7

75

141,534,800

1,121,773,575

115,102,541

1,006,671,034

Total:

1,2

30,1

75,5

12

141,5

34,8

00

1,3

71,7

10,3

12

139,6

65,9

50

1,2

32,0

44,3

62

Allocation

ofDepreciation:

Taka

FactoryOverhead(95%)

132,682,652

Administrative&SellingExpenses(5%)

6,983,297

Total:

139,6

65,9

50

27

C

O

S

T

Balanceason

01.07.08

Additionduring

theperiod

Balanceason

30.06.2009

Rateof

Dep.

DepreciationCharged

duringtheyear

Writtendownvalue

ason30.0

6.2

009


28/38


29/38


DELTA SPINNERS LIMITEDNotes to the Financial Statements


Taka

8.00 Advance, Deposit and Prepayments: Tk. 39,570,337 2008-2009 2007-2008

Advance

Construction 1,537,365 1,850,200

Consultancy Fees 100,000 100,000

Lubricant 912,500 912,500

Local Cotton 2,957,650 983,400

Printing and Stationery 102,300 125,500

Raw Cotton 12,851,778 12,566,550

Equipment 497,500 518,600

Plant & Machinery 9,598,750 8,470,500

Deposits

Security Deposits 1,052,550 1,052,550

BPDB 56,000 56,000

IRTC 25,000 25,000

DRTC 30,000 30,000

BRTC 30,000 30,000

Titas Gas T & D Co.Ltd 8,903,000 8,903,000

Income Tax Deduction at Source

Raw Cotton 915,944 915,944

Total 39,570,337 36,539,744

9.00 Cash and Bank Balance: Tk. 5,630,949

Cash in Hand

Head Office 2,152,648 1,792,537

Factory 1,765,897 1,828,358

Cash at Bank

Agrani Bank Ltd. CD A/C Amim Court Br. 499,661 679,402

National Bank Ltd. Dilkusha, Br. Dhaka - 21,903

National Bank Ltd. Mymensingh, Br. 3,133 3,923

BSB CD A/C Head Office 7,806 7,806

Sonali Bank Ltd, Mymemsingh - 853

Agani Bank Ltd. Mymensingh 35,542 49,848

Agrani Bank Ltd. STD A/C Amim Court Br. 118,648 171,421

ICB Islamic Bank Limited 2,475 7,727

Exim Bank Ltd, Motijheel Br. 943,493 82,757

South East Bank Ltd,Corporate Branch. 101,646 3,780

Total 5,630,949 4,650,315

29


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Taka

10.00 Short Term Loan: Tk. 4,472,865 2008-2009 2007-2008

Southeast Bank Ltd. (Bank Guarantee) 3,251,250 -

ICB Islamic Bank Limited (Bank Guarantee) - 3,251,250

Bay Leasing and Investment Ltd. 1,221,615 1,764,555

Total 4,472,865 5,015,805

11.00 Working Capital Loan: Tk. 341,702,934

Agrani Bank Ltd. (Hypo) 25,605,564 23,270,800

Agrani Bank Ltd. (C.C.P) 175,454,825 171,635,820

Lim Account (Agrani Bank Ltd, Amin Court Br.) 77,171,483 14,482,067

Southeast Bank (LTR) 40,574,365 -

Southeast Bank (BLC) 22,896,697 -

Total 341,702,934 209,388,687

12.00 Interest Payable to BSB: Tk. 38,245,933

Opening Balance 01.07.2008 29,185,578 16,236,290

Add: Addition during the year 41,625,810 21,160,37670,811,388 37,396,666

Less: Payment during the year 32,565,455 8,211,088

Closing Balance 30.06.2009 38,245,933 29,185,578

13.00 Unclaimed Dividend: Tk. 11,375,842

Opening Balance 01.07.2008 11,375,842 3,772,790

Add: Addition during the year 15,287,600 15,287,600

26,663,442 19,060,390


Closing Balance 30.06.2009 11,375,842 11,375,842

13.01 Unclaimed Dividend (Directors): Tk. 9,466,197

9,466,197 9,466,197

This as per last year balance and coming from the year 1997-98 and could not be paid to them due to liquidity

problem.

30


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Taka

14.00 Trade Creditors: Tk. 1,698,229 2008-2009 2007-2008

Technocom Ltd 57,894 200,125

Bengal Electric 12,457 70,810

Lubricant 250,000 250,000

Packing Materials 354,872 525,100

C & F Charges 154,782 365,000

Repairs and Maintenance 254,781 675,650

Inspection 25,478 155,000

Insurance 587,965 1,953,883

Total 1,698,229 4,195,568

15.00 Liabilities for Expenses: Tk. 6,851,744

Telephone bill (Head Office) 17,195 23,265

Electric Bill (Factory) 134,768 134,768

Titas gas 1,832,207 1,932,443

Telephone bill (Factory) 81 81

Salary (Head Office) 420,648 336,637

Salary and Wages (Factory) 3,986,107 3,600,700

Overtime 172,003 131,284

Audit Fees 200,000 100,000Security Services 81,735 49,982

Office rent 7,000 7,000

Total 6,851,744 6,316,160

16.00 Workers Profit Participation Fund: Tk. 75,139

Opening Balance 01.07.2008 101,753 204,130


1,459,008 1,763,238


Closing Balance 30.06.2009 75,139 101,753

17.00 Provision for Income Tax: Tk. 11,727,544Opening Balance 01.07.2008 12,658,619 9,994,166


14,227,544 14,671,491


Closing Balance 30.06.2009 11,727,544 12,658,619

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18.0 Share Capital : Tk. 152,876,000 Taka

Authorised Capital: 2008-2009 2007-2008

75,00,000 Ordinary Shares of Tk. 100/- each 750,000,000 750,000,000

Issued, Subscribed & Paid up capital:

1,528,760 Ordinary Shares of Tk. 100/- each fully paid up 152,876,000 152,876,000

152,876,000 152,876,000

18.01 Category Wise Shareholding Position of the Company.

Category of Shareholders Percentage

Sponsors/ Directors 38.29 38.29Foreign Investors - -Employee 0.04 0.04I.C.B (I.A) 1.54 0.94Financial Institute 28.65 33.26General Public 31.48 27.47

Total 100.00 100.00

18.02 Range Wise Shareholding Position as on 30.06.2009.

Holding Range Number of Number of Shares Holding %

Shareholder

Less than 500 Shares 2622 224,760 14.70500 to 5,000 194 323,413 21.165,001 to 10,000 7 48,120 3.1510,001 to 20,000 5 77,380 5.0620,001 to 30,000 3 72,160 4.7230,001 to 40,000 2 65,796 4.3040,001 to 50,000 0 - -50,001 to 100,000 8 500,741 32.75100,001 to 1,000,000 2 216,390 14.15Over 1,000,000 0 - -

2843 1,528,760 100.00

19.00 Tax Holiday Reserve: Tk. 34,008,97534,008,975 34,008,975

Note: Tax Holiday Reserve is Invested to Fixed Assets.

32


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Taka20.00 BSB # A/C No- 0088: Tk. 99,521,882 2008-2009 2007-2008

Opening Balance 01.07.2008 108,996,020 119,710,000

Add: Addition during the year - -

108,996,020 119,710,000


Closing Balance 30.06.2009 99,521,882 108,996,020

21.00 BSB # A/C No. 0089: Tk. 43,102,147

Opening Balance 01.07.2008 47,021,033 51,261,196

Add: Addition during the year -

47,021,033 51,261,196Less: Payment during the year 3,918,886 4,240,163

Closing Balance 30.06.2009 43,102,147 47,021,033

22.00 BSB # A/C No. 0090: Tk. 151,834,696

Opening Balance 01.07.2008 158,707,475 176,303,376


158,707,475 176,303,376


Closing Balance 30.06.2009 151,834,696 158,707,475

23.00 BSB # A/C No. 0098: Tk. 57,942,324

Opening Balance 01.07.2008 62,934,705 71,919,561


62,934,705 71,919,561


Closing Balance 30.06.2009 57,942,324 62,934,705

24.00 Long Term Loan from Southeast Bank: Tk. 81,779,778

Opening Balance 01.07.2008 - -

Add: Addition during the year 78,603,133 -

78,603,133 -

Add: Interest Charge during the year 3,176,645

81,779,778

Less: Payment during the year - -

Closing Balance 30.06.2009 81,779,778 -

33


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Taka

25.00 Premier Leasing & Finance Ltd.: Tk. 439,991,233 2008-2009 2007-2008

Opening Balance 01.07.2008 445,767,577 451,985,311


468,063,233 503,346,701

Add: Interest Charge during the year 12,546,232 -

480,609,465 503,346,701


Closing Balance 30.06.2009 439,991,233 445,767,577

26.00 Sponsors Investment (Interest Free): Tk. 35,796,000

35,796,000 35,796,00035,796,000 35,796,000

27.00 Turnover: Tk. 839,731,038

Cotton Yarn 837,342,834 842,851,715

Waste Cotton 2,388,204 3,559,435

Total 839,731,038 846,411,150

27.01 Cotton Yearn (Various Count) 5,619,090 Kg. 6,306,386 Kg.

Taka

28.00 Cost of Goods Sold:Tk. 757,354,919 2008-2009 2007-2008

Particulars Unit-1 Unit-2 Total Total

Raw Materials Consumed (28.01) 167,363,550 340,641,821 508,005,371 500,029,583

Add: Direct Expenses (28.02) 15,043,744 47,082,365 62,126,109 63,936,874

Add: Factory Overhead (28.03) 38,255,352 133,998,701 172,254,053 206,289,451

Prime Cost 220,662,646 521,722,887 742,385,533 770,255,908

Add: Opening Work-in-Process 1,492,194 5,613,491 7,105,685 6,667,401

222,154,840 527,336,378 749,491,218 776,923,309

Less: Closing Work-in Process 3,815,245 8,015,492 11,830,737 7,105,685

218,339,595 519,320,886 737,660,481 769,817,624

Add: Opening Stock of Waste Cotton 50,967 191,733 242,700 260,513

218,390,562 519,512,619 737,903,181 770,078,137

Less: Closing Stock of Waste Cotton 45,265 352,461 397,726 242,700Cost of Production 218,345,297 519,160,158 737,505,455 769,835,437

Add: Opening Stock of Finished Goods 6,584,966 24,772,017 31,356,983 16,028,651

224,930,263 543,932,175 768,862,438 785,864,088

Less: Closing Stock of Finished Goods 7,065,488 4,442,031 11,507,519 31,356,983

Cost of Goods Sold 217,864,775 539,490,144 757,354,919 754,507,105

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Note: The Categorywise break -up of the above Wages & Salary are as follows :Number Amount Amount

Employees Drawings Tk.3,000/=and above 413 16,929,573 17,225,852

Employees Drawings Less than Tk.3,000/= 1029 25,896,742 21,696,538

Total 1442 42,826,315 38,922,390

29.00 Administrative & Selling Expense:Tk. 30,768,957

Unit-1 Unit-2 2008-2009 2007-2008

Salary and allowance 1,616,739 4,966,960 6,583,699 7,204,208Directors remuneration 700,000 1,700,000 2,400,000 2,400,000Electric bill 33,949 153,640 187,589 155,163Wasa bill 3,387 17,667 21,053 23,728Telephone bill 83,267 349,107 432,373 368,847

Entertainment 79,000 268,281 347,281 356,258Travelling and conveyance 123,387 373,117 496,504 480,815Printing and stationery 59,413 233,627 293,040 270,582Gift and presentation 41,656 120,320 161,976 158,400Newspaper 4,667 11,227 15,893 15,767Repairs and maintenance 89,657 272,444 362,101 357,966Vehicles Repairs and maintenance 109,936 326,027 435,963 420,268Vehicles Fuel Consumption 200,307 519,407 719,713 750,687Office Rent 139,625 525,257 664,882 664,882Office Maintenance 120,333 340,560 460,893 482,626Legal and Documentation 20,320 33,480 53,800 66,500Rates and Taxes 17,667 42,869 60,536 59,442Postage and Stamps 39,227 153,653 192,880 180,547Renewal Fees 11,616 32,147 43,763 41,485Security service 167,227 433,496 600,723 610,459

Training expense 33,760 136,427 170,187 144,050Audit fees 33,333 100,000 133,333 100,000Misc.expense 100,280 285,603 385,883 384,991Advertisement 32,160 113,615 145,775 144,550Packing Materials 859,759 5,793,596 6,653,356 8,020,511Donation and subscription 2,840 20,320 23,160 25,700Garage Rent 14,000 52,667 66,667 50,000General Fees and Taxes 19,360 59,000 78,360 71,550Diary and Calender 100,307 550,027 650,333 595,000AGM expense 68,320 698,827 767,147 809,269Subscription (BTMA) 16,388 61,650 78,038 78,038Listing Fees (DSE) 11,550 43,450 55,000 55,000Internet Service 9,189 34,569 43,758 39,647Depreciation 1,536,325 5,446,972 6,983,297 9,645,704

Total 6,498,950 24,270,007 30,768,957 35,232,640Note:The Categorywise break -up of the above Salary & Allowance are as follows :

Number Amount Amount

Employees Drawings Tk.3,000/=and above 65 5,500,427 6,200,619Employees Drawings Less than Tk.3,000/= 28 1,083,272 1,003,589

Total 93 6,583,699 7,204,208

36


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30.00 Financial Expenses:Tk. 22,959,930

Unit-1 Unit-2 2008-2009 2007-2008

Interest on CC Hypo 612,924 2,305,761 2,918,685 2,363,523Bank charge 83,009 312,271 395,280 245,259Interest on Long term loan 4,125,653 15,520,312 19,645,965 21,160,376Total 4,821,586 18,138,344 22,959,930 23,769,158

31.00 Written off expense:Tk. 144,878

Preliminary expenses 6,065 22,818 28,883 32,092

Issue expenses 24,359 91,636 115,995 128,883

Total 30,424 114,454 144,878 160,975

32.00 Basic Earning Per Share (EPS): 2008-2009 2007-2008

Net Profit after Tax 25,576,174 26,504,839Number of ordinary share 1,528,760 1,528,760Basic Earning per share 16.73 17.34

33.00 Operating Cash Flow Per Share ( OCFPS)Net Cash Flow from Operating Activities (20,829,654) 142,063,165Number of ordinary share 1,528,760 1,528,760Net Operating Cashflow Per Share (13.63) 92.93

34.00 Net Asset Value Per Share:Total Trangible Assets less Outside liabilities (Net Tangible Assets) 541,484,582 531,051,130Number of ordinary share 1,528,760 1,528,760Net Asset Value Per Share 354.20 347.37

35.00 Related Party Transaction-Discloser Under IAS-24There was no related party transaction during the year

36.00 Payment / perquisites to Directors & Officers:

Directors1.No Compensation was allowed by the company to the directors of the company

2.No amount of money was expender by the company for compensating any member of the board

for special services rendered.3. No board meeting attendance fee was paid to the directors of the company.

37.00 Capital Expenditure Commitment:There was no Capital Expenditure Commitment as on 30.06.2009.

38.00 Contingent Assets / Liabilities

There was no Contingent Assest & Liabilities as on 30.06.2009.

39.00 Claim Against the Company not acknowledged as debt:

There was Claim against the Company not acknowledged as debt as on 30.06.2009.40.00 Construction Contract:

There is no credit facilities available to the company under any contract,other than trade credit available

in the ordinary course of business and not availed of as on 30.06.2009.41.00 Payment made in foreign currency:

There was no expenses incurred or paid in foreign currencies during the year other than import of raw materials.42.00 Sales Commission :

During the year , the company did not pay any commission to any sale agent or other selling agents.43.00 General Expenditure:

During the year the company did not incurred any expenditure under above head.

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DELTA SPINNERS LIMITEDRegistered Office : 254 B Khilgaon, Chowdhury Para, Dhaka 1219

Corporate Office : DCCI Building (7th Floor), 65-66 Motijheel C.A., Dhaka 1000

Factory : Kaltapara, P.S. Gouripur, Dist. Mymensingh

PROXY FORM

I/We........................................................................................................of ...............................................

being a Member of Delta Spinners Limited do hereby appoint Mr. /Ms. ..................................................

............................................................. of .................................................................. (or failing him/her

Mr./Ms. ......................................................................................... of ......................................................)

as my/our proxy in absence to attend and vote me/us and on my/our behalf at the 29th Annual General

Meeting of the Company to be held on the 20th Day of December, 2009 and at any adjournment

thereof.

As witness, I put my hand this ..................................... day of ............................................... 2009.

(Signature of Proxy) Revenue (Signature of Shareholder)

StampFolio/B.O. No. ................................. Tk. 8.00 Folio/B.O.

No. of Shares.....................................

IMPORTANT1) The proxy form, duly stamped, must be deposited at the Registered Office of the Company at least 48 (forty

eight) hours before the time for holding the meeting and in default, the instrument appointing the proxy shall

not be treated as valid.

2) Signature of the Shareholder and the proxy must conform to the Specimen Signature recorded with the

Company.

Signature Verified

..................................................................................................................................................................

DELTA SPINNERS LIMITEDRegistered Office : 254 B Khilgaon, Chowdhury Para, Dhaka 1219

Corporate Office : DCCI Building (7th Floor), 65-66 Motijheel C.A., Dhaka 1000

Factory : Kaltapara, P.S. Gouripur, Dist. Mymensingh

ATTENDANCE SLIP

I do hereby record my attendance at the 29th Annual General Meeting of the Company being held onthe 20th day of December, 2009 at the factory of the Company at Kaltapara, Gouripur, Mymensingh.

Name of the Shareholder/Proxy : ............................................................................................................

Folio/B.O. No. ..................................................... Signature ....................................................

No. of Shares ...................................................... Date ............................................................

IMPORTANT

1) Shareholders attending the meeting in person or by Proxy are requested to complete this Attendance Slip.

2) Signature of Shareholder or Proxy should conform to the specimen signature recorded with the Company.

delta spinners 2009

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