Delta Spinners 2009

Annual Report
2008-2009
M-mp-up-1 (2008-2009) M-mp-up-1 (2008-2009) Page-1 Page-1
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
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 Spinners
Limited will be held at the factory premises of the Company at Kaltapara, Gouripur, Mymensingh
on 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 and
Directors 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 the
Stock Exchanges will remain suspended on the "Record Date".
2. Any Member of the Company entitled to attend and vote at the General Meeting may appoint
another Member as his/her Proxy to attend and vote on his/her behalf. The Proxy Form must be
stamped with revenue stamp of Tk. 8.00 and should be deposited at Registered Office of the
Company 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 the
Company 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.
4
Delta Spinners Limited
The Board of Directors :
Mr. R A Howlader Chairman
Mr. 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
5
Delta Spinners Limited
TWENTYNINTH ANNUAL GENERAL MEETING OF THE COMPANY
Report of the Directors
TO 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 28.01Ain the Notes to the Accounts to review
the raw material consumption and procurement during the period under review. Cost of raw material
consumption 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%.
6
Sales Turnover
The sales turnover has decreased by 1% due to global recession. With concerted efforts, the Company
could have averted more serious damages which were witnessed by many other textile mills during the
period. The sales turnover can be reviewed at Notes No. 27.0 and No. 27.1 of the Audited Accounts.
FINANCIAL RESULTS
The financial results of the Company for the year 2008-2009 are shown below along with the previous
two years' performance:
COMPARATIVE FINANCIAL RESULTS OF THE COMPANY
Taka in `000'
Description 2008-2009 2007-2008 2006-2007
Sales Turn-over 839,731 846,411 746,650
Gross Profit 82,376 91,904 81,590
Net Operating Profit 28,502 32,741 29,926
Net Profit after Tax 25,576 26,505 24,226
Appropriations :
Retained Earnings b/fd. 40,169 28,952 14,160
Proposed Dividend 10% 15,288 15,288 9,433
Net Retained Earnings 50,458 40,169 28,952
DIVIDEND
The Board of Directors proposed a dividend of 10% for all the shareholders of the Company for the
financial year 2008-2009. We hope that the valued shareholders will kindly accord their consent to this
proposal.
WORKING CAPITAL FACILITIES
Working capital limits during the year under review had been Tk. 27.50 crores from Agrani Bank, Amin
Court Branch, Dhaka which was same during the previous year also and not changed during the
financial year under review and is still continuing. Southeast Bank Ltd. has also sanctioned us a
working capital loan of Tk. 5.00 crores which was effective starting from the year under review.
7
TERM LOAN SERVICING
The Company has repaid a total amount of Tk. 7.61 crores to BSB and Premier Leasing & Finance
Limited during the year as follows:
A) Bangladesh Shilpa Bank : Tk. 3.55 Crores
B) Premier Leasing & Finance Limited : Tk. 4.06 Crores
Total : Tk. 7.61 Crores
STATUS OF RIGHTS SHARE OFFER
Dear Shareholders, as you are well aware, an Extra Ordinary General Meeting of the shareholders was
held in respect of issuance of Rights Shares in the ratio of 1:1 at par. Upon resolving the decision
favourably in the meeting, the Company submitted its formal proposal to the Securities and Exchange
Commission for its approval to the Offer Document and other formalities pertaining to the Rights issue
of the shares to the tune of Tk. 15,28,76,000 only. We are pleased to inform you that the said proposal
is under active consideration of Securities and Exchange Commission and we have been meeting other
requirements for the formal consent of Securities and Exchange Commission to the issuance of the
Rights Share.
POST BALANCE SHEET DEVELOPMENTS
We are pleased to inform our valued shareholders that the Company has increased its capacity by 9,600
ring spindles from its earlier capacity of 57,960 spindles-an increase of more than 16% of the capacity.
Production from the additional capacity started from July, 2009. We express our thanks to Southeast
Bank Ltd. for extending term loan of Tk. 7.90 crores to set-up the plant.
DIRECTORS' RETIREMENT AND RE-ELECTION
In pursuance of Clause 143 of the Articles of Association of the Company, Mr. Mostafa Kamal Haider,
being Managing Director of the Company is not liable to retire by rotation. Neither the Independent
Director, Mr. M Sekander Ali, nor the BSB nominated Director, Mr. Narayan Gupta are to retire by
rotation.
In pursuance of Clause 132, Directors, namely, Mr. S M A Mannan, and Mr. R A Howlader will retire
and being eligible, seek re-election.
8
APPOINTMENT OFAUDITORS
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 of
accounts 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
9
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13
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
14
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
15
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 for
non-compliance with
the condition
Compliance Status
(Put 3 in the appropriate column)
Complied Not Complied
16
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
Condition
No.
Title
Explanation for
non-compliance with
the condition
Compliance Status
(Put 3 in the appropriate column)
Complied Not Complied
Contd... Annexure-III
17
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 / observation
in the areas of reporting.
Sd/-
Mostafa Jamal Haider
Chairman
Audit Committee
18
AUDITORS' REPORT
TO THE SHAREHOLDERS OF DEITA SPINNERS LIMITED.
We have audited the accompanying Balance Sheet of DELTA SPINNERS LIMITED. Dhaka as on 30th
June, 2009 and related Income Statement, Changes in Shareholders Equity and Cash Flow Statement for
the year then ended. The preparation of these financial statements is the responsibility of the Company
management. Our responsibility is to express an independent opinion on these financial statements based
on 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 financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis of our
opinion.
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 the
results of the operations and its Cash Flows for the year then ended and comply with the Companies Act
1994, 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 belief
were necessary for the purpose of our audit and made due verification thereof;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far
as 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
DELTA SPINNERS LIMITED
Balance 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 1,448,776
3 CURRENT ASSETS
Inventory 5 536,780,654 344,766,629
LC Margin 6 14,788,156 20,107,422
Trade Debtors 7 48,254,611 41,738,527
Advance,Deposit & Pre-payments 8 39,570,337 36,539,744
Cash & Bank balance 9 5,630,949 4,650,315
645,024,707 447,802,637
4 CURRENT LIABILITIES
Short Term Loan 10 4,472,865 5,015,805
Working Capital Loan 11 341,702,934 209,388,687
Interest Payable to BSB 12 38,245,933 29,185,578
Unclaimed Dividend 13 11,375,842 11,375,842
Unclaimed Dividend (Directors) 13.1 9,466,197 9,466,197
Trade Creditors 14 1,698,229 4,195,568
Liabilities for Expenses 15 6,851,744 6,316,160
Workers Profit Participation Fund 16 75,139 101,753
Provision 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 18 152,876,000 152,876,000
Capital Reserve 4,210,092 4,210,092
General Reserve 285,947,789 285,947,789
Tax Holiday Reserve 19 34,008,975 34,008,975
Proposed Dividend 15,287,600 15,287,600
Retained Earnings 50,458,024 40,169,450
542,788,480 532,499,906
8 LOAN FUND
BSB A/C No-0088 20 99,521,882 108,996,020
BSB A/C No-0089 21 43,102,147 47,021,033
BSB A/C No-0090 22 151,834,696 158,707,475
BSB A/C No-0098 23 57,942,324 62,934,705
Southeast Bank Ltd. 24 81,779,778 -
Premier Leasing & Finance Ltd. 25 439,991,233 445,767,577
Sponsor Investment (Interest free) 26 35,796,000 35,796,000
909,968,060 859,222,810
9 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 ACCOUNTANTS
Company Secretary
19
Income Statement
For the year ended 30 June, 2009
Particulars Notes 2008-2009 2007-2008
Turnover 27 839,731,038 846,411,150
Cost of Goods sold 28 757,354,919 754,507,105
Gross Profit 82,376,119 91,904,045
Operating Expenses: 53,873,765 59,162,773
Administrative and Selling Expenses 29 30,768,957 35,232,640
Financial Expenses 30 22,959,930 23,769,158
Written off Expenses 31 144,878 160,975
Net Profit before WPP Fund 28,502,354 32,741,272
Contribution to WPP fund 1,357,255 1,559,108
Net Profit before Tax 27,145,099 31,182,164
Provision for tax 1,568,925 4,677,325
Net Profit after Tax 25,576,174 26,504,839
Profit -Brought Forward 40,169,450 28,952,211
Proposed Dividend (15,287,600) (15,287,600)
Profit Carried Forward to Balance Sheet 50,458,024 40,169,450
EPS 16.73 17.34
This financial statement should be read in conjunction with the annexed notes.
Sd- Sd- Sd- Sd-
Company Secretary
20
STATEMENT 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
Sd- Sd- Sd- Sd-
Company Secretary
21
PARTICULARS
SHARE
CAPITAL
CAPITAL
RESERVE
GENERAL
RESERE
TAX HOLIDAY
RESERVE
RETAINED
ERANING
TOTAL
PARTICULARS
SHARE
CAPITAL
CAPITAL
RESERVE
GENERAL
RESERE
TAX HOLIDAY
RESERVE
RETAINED
ERANING
TOTAL
Cash 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
Sd- Sd- Sd- Sd-
Company Secretary
22
K. M. ALAM & CO.
Notes 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 share
are listed with the Dhaka Stock Exchange and Chittagong Stock Exchange Ltd.
1.2 Nature of the Business Activities
The Nature and principal business activities of the Company through out the year were concentrated on
the manufacturing of yarn and marketing thereof under the year under review.
1.3 Accounting Convention and Basis
The Financial Statements have been prepared under the Historical Cost Convention under accrual
accounting 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 impairment
losses.
Cost includes expenditure that is directly attributable to the acquisition of asset and bringing to the location
and condition necessary for it to be capable of operating in the intended manner. The cost of self construed
asset included the cost of material and direct labour, any other cost directly attributable to bringing the
assets to a working condition for their intended use.
Depreciation
a. Depreciation has been charged on Fixed Assets except Land and Land Development under
reducing balance method.
b. Addition to the Fixed Asset was made throughout the year as such no depreciation has been
charged 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 on
Plant & 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
K. M. ALAM & CO.
1.5 Taxation
Income Tax Assessment has been completed up to financial year ended 30th June 2007. Partly
payment has been made against tax liability.
1.6 Inventories
Inventories 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 of
expenditure incurred in the normal course of business in bringing to their present location and
condition .Net realizable value is based on estimated selling price less any further costs expected
to be incurred to make the sale. However we count the inventories on test basis on the document
provided to us.
1.7 Revenue recognition
Sales 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 Workers
Profit Participation Fund (WPPF).
1.9 Foreign Currency
Foreign currencies are translated into Taka at the rates ruling on the transaction date. Monetary
assets and liabilities are translated at the rates prevailing at the balance sheet date. Non-monetary
assets and liabilities are reported using the exchange rate at the date of transaction. Differences
arising on conversion are charged or credited to the Income Statement.
1.10 Cash and cash equivalent
Accounting to BAS-7 "Cash Flow Statement" cash comprises cash in hand, demand deposits and
cash equivalent are short term, highly liquid investment that are readily convertible to known as
amounts 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 and
bank balances have been considered as cash and cash equivalent.
1.11 Cash Flow Statements
Cash 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 as
prescribed 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 Bangladesh
Accounting Standards (BAS) # 24.
24
K. M. ALAM & CO.
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 the
preparation 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.
25
K. M. ALAM & CO.
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 Balance
Sheet.
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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9
K. M. ALAM & CO.
Notes to the Financial Statements
Taka
3.00 Preliminary Expenses: Tk. 259,946 2008-2009 2007-2008
Opening Balance 288,829 320,921
Less: Written off 10% 28,883 32,092
259,946 288,829
4.00 Issue Expenses: Tk. 1,043,952
Unit -1 884,403 982,670
Unit -2 275,544 306,160
1,159,947 1,288,830
Less: Written off 10% 115,995 128,883
1,043,952 1,159,947
5.00 Inventory: Tk. 536,780,654
Raw Cotton 479,804,956 280,603,174
Finished Yarn 11,507,519 31,356,983
Work in Process 11,830,737 7,105,685
Waste Cotton 397,726 242,700
Spare Parts 24,715,416 17,530,650
Packing Meterials 8,524,300 7,927,437
Total 536,780,654 344,766,629
6.00 L C Margin: Tk. 14,788,156
Raw Cotton 2,499,000 8,233,000
Spare Parts 2,674,734 1,270,000
Export 9,614,422 10,604,422
Total 14,788,156 20,107,422
7.00 Trade Debtors: Tk. 48,254,611
48,254,611 41,738,527
48,254,611 41,738,527
M-mp-up-2 (2008-2009) M-mp-up-2 (2008-2009) Page-1 Page-1
28
K. M. ALAM & CO.
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
K. M. ALAM & CO.
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 21,160,376
70,811,388 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
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
K. M. ALAM & CO.
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 200,000 100,000
Security 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. 11,727,544
Opening 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
31
K. M. ALAM & CO.
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 38.29
Foreign Investors - -
Employee 0.04 0.04
I.C.B (I.A) 1.54 0.94
Financial Institute 28.65 33.26
General 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 14.70
500 to 5,000 194 323,413 21.16
5,001 to 10,000 7 48,120 3.15
10,001 to 20,000 5 77,380 5.06
20,001 to 30,000 3 72,160 4.72
30,001 to 40,000 2 65,796 4.30
40,001 to 50,000 0 - -
50,001 to 100,000 8 500,741 32.75
100,001 to 1,000,000 2 216,390 14.15
Over 1,000,000 0 - -
2843 1,528,760 100.00
19.00 Tax Holiday Reserve: Tk. 34,008,975
34,008,975 34,008,975
Note: Tax Holiday Reserve is Invested to Fixed Assets.
32
K. M. ALAM & CO.
Taka
20.00 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 51,261,196
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
K. M. ALAM & CO.
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 35,796,000
35,796,000 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 45,265 352,461 397,726 242,700
Cost 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
34
K. M. ALAM & CO.
28.01 Raw Materials Consumed: Tk. 508,005,371 Taka
Unit-1 Unit-2 2008-2009 2007-2008
Opening Stock of Raw Materials 58,926,667 221,676,507 280,603,174 207,054,354
Add: Purchase of Raw Materials (28.01.A) 154,897,413 552,309,740 707,207,153 573,578,403
Goods available for Consumption 213,824,080 773,986,247 987,810,327 780,632,757
Less: Closing Stock of Raw Materials 46,460,530 433,344,426 479,804,956 280,603,174
Total 167,363,550 340,641,821 508,005,371 500,029,583
28.01.A Raw Materials Purchase: Tk. 707,207,153
Imported 46,661,823 355,242,867 401,904,690 541,984,078
Process (Willow) 2,675,325 8,124,150 10,799,475 9,876,961
Local from Growers 105,560,265 188,942,723 294,502,988 21,717,364
Total 154,897,413 552,309,740 707,207,153 573,578,403
28.02 Direct Expenses: Tk. 62,126,109
Spare parts 1,024,561 1,843,533 2,868,094 6,650,021
Carrying , loading and unloading 108,229 407,146 515,375 442,649
Chemicals 13,428 50,517 63,945 29,750
VAT 751,800 2,828,200 3,580,000 3,570,000
Direct wages 6,825,206 18,175,776 25,000,982 23,968,408
Electric charges 326,449 1,228,068 1,554,517 2,052,878
Lubricant 1,287,641 4,843,984 6,131,625 5,473,221
Titas Gas 4,678,446 17,599,868 22,278,314 21,749,947
Telephone Bill 27,984 105,273 133,257 -
Total 15,043,744 47,082,365 62,126,109 63,936,874
28.03 Factory Overhead: Tk. 172,254,053
Wages and salary 5,126,450 12,698,883 17,825,333 14,953,982
Lease Rental - 11,885,400 11,885,400 -
Entertanment 140,347 120,720 261,067 126,217
Telephon bill 87,227 126,693 213,920 131,102
Travelling and conveyance 69,933 132,723 202,656 133,605
Printing and Stationery 102,016 93,667 195,683 103,559
Donation and Subscription 13,671 20,347 34,017 21,050
Repairs and Maintenance 990,241 1,133,653 2,123,895 1,535,253
Vehicles Repairs and maintenance 56,133 200,293 256,427 216,502
Office Rent (Mymensingh) 17,640 66,360 84,000 84,000
Vehicles fuel consumption 66,991 167,227 234,217 178,680
Medicine Expenses 40,320 112,333 152,653 124,414
Mise. Expenses 120,333 160,427 280,760 383,454
Overtime 833,333 1,020,280 1,853,613 1,430,146
Fire and Burglary insurance 1,400,533 2,567,227 3,967,760 3,599,114
Depreciation 29,190,184 103,492,469 132,682,652 183,268,373
Total 38,255,352 133,998,701 172,254,053 206,289,451
35
K. M. ALAM & CO.
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 7,204,208
Directors remuneration 700,000 1,700,000 2,400,000 2,400,000
Electric bill 33,949 153,640 187,589 155,163
Wasa bill 3,387 17,667 21,053 23,728
Telephone bill 83,267 349,107 432,373 368,847
Entertainment 79,000 268,281 347,281 356,258
Travelling and conveyance 123,387 373,117 496,504 480,815
Printing and stationery 59,413 233,627 293,040 270,582
Gift and presentation 41,656 120,320 161,976 158,400
Newspaper 4,667 11,227 15,893 15,767
Repairs and maintenance 89,657 272,444 362,101 357,966
Vehicles Repairs and maintenance 109,936 326,027 435,963 420,268
Vehicles Fuel Consumption 200,307 519,407 719,713 750,687
Office Rent 139,625 525,257 664,882 664,882
Office Maintenance 120,333 340,560 460,893 482,626
Legal and Documentation 20,320 33,480 53,800 66,500
Rates and Taxes 17,667 42,869 60,536 59,442
Postage and Stamps 39,227 153,653 192,880 180,547
Renewal Fees 11,616 32,147 43,763 41,485
Security service 167,227 433,496 600,723 610,459
Training expense 33,760 136,427 170,187 144,050
Audit fees 33,333 100,000 133,333 100,000
Misc.expense 100,280 285,603 385,883 384,991
Advertisement 32,160 113,615 145,775 144,550
Packing Materials 859,759 5,793,596 6,653,356 8,020,511
Donation and subscription 2,840 20,320 23,160 25,700
Garage Rent 14,000 52,667 66,667 50,000
General Fees and Taxes 19,360 59,000 78,360 71,550
Diary and Calender 100,307 550,027 650,333 595,000
AGM expense 68,320 698,827 767,147 809,269
Subscription (BTMA) 16,388 61,650 78,038 78,038
Listing Fees (DSE) 11,550 43,450 55,000 55,000
Internet Service 9,189 34,569 43,758 39,647
Depreciation 1,536,325 5,446,972 6,983,297 9,645,704
Total 6,498,950 24,270,007 30,768,957 35,232,640
Note: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 6,200,619
Employees Drawings Less than Tk.3,000/= 28 1,083,272 1,003,589
Total 93 6,583,699 7,204,208
36
K. M. ALAM & CO.
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 2,363,523
Bank charge 83,009 312,271 395,280 245,259
Interest on Long term loan 4,125,653 15,520,312 19,645,965 21,160,376
Total 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 26,504,839
Number of ordinary share 1,528,760 1,528,760
Basic Earning per share 16.73 17.34
33.00 Operating Cash Flow Per Share ( OCFPS)
Net Cash Flow from Operating Activities (20,829,654) 142,063,165
Net Operating Cashflow Per Share (13.63) 92.93
34.00 Net Asset Value Per Share:
Total Trangible Assets less Outside liabilities (Net Tangible Assets) 541,484,582 531,051,130
Net Asset Value Per Share 354.20 347.37
35.00 Related Party Transaction-Discloser Under IAS-24
There was no related party transaction during the year
36.00 Payment / perquisites to Directors & Officers:
Directors
1.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.
37
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.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)
Stamp
Folio/B.O. No. ................................. Tk. 8.00 Folio/B.O.
No. of Shares.....................................
IMPORTANT
1) 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
..................................................................................................................................................................
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.S. Gouripur, Dist. Mymensingh
ATTENDANCE SLIP
I do hereby record my attendance at the 29th Annual General Meeting of the Company being held on
the 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.
3) Please bring this Attendance Slip with you. Admission in the Meeting Room will not be allowed without it.

Delta Spinners 2009

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Delta Spinners 2009

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