aramit cement limited

r'c rTTlr%.

02 Company profile

04 Notice of the 18th Annual General Meeting

05 Board of Directors

06 Diretors Report

10 Annexure I &ll

Annexure Ill

12 Annexure IV

13 Ann exu re - A

9 Directors' Report (Bangla)

22 Value added Statement

22 Elements of Total Cost

23 . Corporate Governance Report

24 Certificate on compliance

25 Report of the Audit Committee

26 Statement of CFO &CEO on Financial Statements

27 r Auditors Report

28 Statement of Financial Position

29 Statement of Comprehensive Income

30 Statement of Cash Flows

31 Reconciliation of Cash Flow From Operationg Activities

32 Statement of Changes in Equity

33 Notes to The Financial Statements

51 Proxy Form

COMPANY

HISTORICAL HIGHLIGHTS].Year of Establishment 19952.Technical Collaboration

Agreement with CAMC, China 19953.Trial Production 18 August19994. Commercial Production 10 November 1 999REGISTERED OFFICE & FACTORY53 Kalurghat Heavy Industrial Estate,PO: Mohara, Chittagong -4208, Bangladesh.Tel: (88 031) 2570986,670473,671950,670368Fax: (88 031)671583E-mail:acl@aramitgroup.comWeb www.aramitgroup.comSHARE OFFICERangpur House (5th Floor), House 62, Flat 105Road 3, Block B, Niketan, Gulshan-1Dhaka-1 212, Bangladesh.Tel: 9881095,9887176, Fax: (88 02) 9851551E-mail :shares@aramitgroup.comBANKERSNational Credit and Commerce Bank LimitedKhatungonj Branch, Chittagong.State Bank of IndiaCSE Building, 1080 Sk.Mujib RoadAgrabad CIA, Chittagong.Jamuna Bank LimitedAgrabad Branch, Chittagong.Sonali Bank LimitedKalurghat I/A Branch, Chittagong.

Standard Bank LimitedKhatungonj Branch, Chittagong.

Janata Bank LimitedCorporate Branch,Sk. Mujib Road, Agrabad, Chittagong.

AB Bank LimitedBahaddarhat Branch, Chittagong.

Bank Asia LimitedAgrabad Branch, Chittagong.

United Commercial Bank LimitedBahaddarhat Branch, Chittagong.

Social Islami Bank LimitedJubilee Road Branch, Chittagong.

First Security lslami Bank LimitedAçjrabad Branch, Chittagong.

INSURANCEKarnaphuli Insurance Company LimitedSuraiya Mansion, 30 Agrabad C/A,Chittagong.

Reliance Insurance Ltd.175 jubilee Road, Chittagong.Janata Insurance Co. Ltd.Aktaruzzaman Center, Agrabad,Chittagong.

FINANCIAL HIGHLIGHTS1 Authorised Capital2. Paid-up Capital3.Quoted Price per Share

DSE-30.1 2.2013 TkCSE-30.1 2.2013 TkDSE-1 1.03.2014TkCSE-11.03.2014 Tk

B) Operating Ratios

1. Cost of sales to sales %

2. Operating expenses to sales %

C) Profitability Ratios

1. Gross profit to sales %

2. Net profit before income tax to sales %

3. Net profit after income tax to sales %

4. Earning Profit per share (Basic) Taka

D) Activity Ratios

1. Inventory turnover ratio

2. Inventory holding period

77.63 80.53

6.30 4.67

22.37 19.47

6.21 6.39

4.99 4.65

2.56 3.03

Tk 500.00 MillionTk 169.40 Million

Tk 84.30Tk 85.50Tk60.40Tk61.10

SHARE HOLDING POSITION (31.12.2013)Number of Number of Taka

Shareholders Shares

Sponsors 12 7,260,000 72,600,000Institutions & General Public 3238 9,680,000 96,800,000

3250 16,940,000 169,400,000

Management Ratios 2013 2012

A) Liquidity & Solvency Ratios

1. Current ratio 0.67:1.00 0.68:1.00

2. Acid test ratio 0.60:1.00 0.58:1.00

Times 5.84 6.74

Month 2.06 1.78AUDITORSMRH Dey & Co. Chartered Accountants Human ResourcesR. B. Court (Ground floor)54 Agrabad C/A, Chittagong. Executive :38 Staff :56 Worker :53 Total :147

17TH ANNUAL GENERAL MEETING 15 June 2013

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IL.Notice is hereby given that the 18th ANNUAL GENERAL MEETING of Aramit Cement Limited will be held on

Thursday, 10 April 2014 at 12:00 noon at Hotel Saint Martin Limited, 25 Sheikh Mujib Road, Chittagong to

transact the following business

AGENDA

01.To receive, consider and adopt the Directors Report, Audited Financial Statements and Auditor's Report

thereon for the year ended 31 December 2013.

2. To declare Dividend for the year 2013.

3. To elect Directors.

4. To appoint Auditors for the year 2014 and to fix their remuneration.

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

Chittagong15 March, 2014

By Order of the Board

/4^

(Muhammed Shah Alam, FCMA)Chief Financial Officer

&Company Secretary

NOTES:

I) The Shareholders whose names will appear in the Share Register of the Company or in the Depository

Register on Record date i.e. 20.03.2014 will be entitled to attend the Annual General Meeting and to

receive the dividend.

ii) A Member entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and

vote in his/her stead. The proxy form, duly stamped, must be deposited at the Registered Office of the

Company not later than 48 hours before the time fixed for the meeting.

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

iv) In pursuance of SEC's Notification NO. SEC/SRMI/2000-953/1 950 dated 24 October 2000 gazetted on 07

November 2000, the Company shall hold discussions in Annual General Meeting strictly in conformity with

the provisions of relevant clauses of Companies Act, 1994 and no benefit in cash or kind, other than in the

form of cash dividend or stock dividend, shall be paid to the holders of equity securities.

v) For the sake of convenience, shareholders are requested to submit their queries on the Directors' Report

and the Audited Financial Statements for the year 2013, if any, at the Registered Office of the Company

preferably 3 days before the day of the Annual General Meeting.

vi) Admission to the Meeting Hall will be strictly on production of attendance slip sent with the Annual

Report.

OF4.

BOARD OF DIRECOTRS 2013

-, Nw^

ChairmanMs. Rukhmila Zaman

Rashid Building160 Strand Road

Chittagong.

Managing Director (CEO)Mr. Saifuzzaman ChowdhuryAramit Cement LimitedChittagong.

/-;/-, r/,Y,

DirectorMs. Dian Ahsn

Deputy Managing DirectorBangladesh Development Bank Limited

Dhaka,

DirectorMr. Monoranjan Chakma

Deputy General ManagerInvestment Corporation of Bangladesh

Chittagong.

DirectorMr. Nasir Uddin AhmedGeneral ManagerInvestment Corporation of BangladeshDhaka.

DirectorMr. S. M.Jamal AhmedJiban Bima Bhaban (3rd Floor)56, Agrabad C/A, Chittagong.

I

Independent DirectorMr. Md.Towhidul AnowarAssistant Managing DirectorKarnaphuli Insurance Company Ltd.Chittagong.

Iri

Independent DirectorMr. S. M. Rezaur Rahman

Managing DirectorSofsys Computing & Data Processing Ltd.

Motijheel C/A, Dhaka. k

n-n;^

Chief Financial Officer&

Company Secretary •Mr. Muhammed Shah Alam, FCMA

DIRECTORS' REPORT for the year ended 31 December 2013

Bismilla-hir-Rahmanir Rahim

Honorable ShareholdersIt gives me immense pleasure to welcome you all on behalf of the Board of Directors to the 181h Annual GeneralMeeting of the Company. Now I would formally present before you the Directors' Report, Audited FinancialStatements prepared in accordance with BAS and Auditors' Report thereon for the year ended 31 December2013 for your kind consideration and approval.

PrefaceYour Company has completed another successful year of commercial operation. During the period, the Companysold out its product "Camel Brand Cement" both in local market and export to India. Management of theCompany made tremendous effort to popularize the Brand both in local and export market overcoming allsetbacks and unstable conditions prevailing there.

On the other hand, price of clinker and other materials has gone up a little bit in the international market ascompared to last year raw materials prices as against the constant selling price as that of last year. Moreover theproduction and sales of Cement was hampered seriously due to constant blockade, strike and unhealthy situationin the country during last three months of the year 2013. As a result sales volume was much lower in the year2013 as compared to last year which affected our financial performance very seriously and the net profit earned(after tax) in the year 2013 is BDT4,34,41,931.00.

ProductionDuring the year your Company was able to produce a total of 1,38,784 metric tons of cement which was66.09% of installed capacity as against 1,78,615 metric tons in 2012. In fact, production largely depends ondemand and it could have been increased if pleasant situation prevailed in the country. However, achievement ofproduction is not up to the mark in respect of capacity of machinery and present requirement of local market.Productions of the last five years have been summarized in the following table:

Comparative Statement of Production

Installed Capacit y (in metric Ions) 210,000 210,000 210,000 210,000 210,000Actual Production (in metric tons) 138,784 178,615 179,485 171,210 162,445Capacity utilization (in %) 66.09% 85.05% 85.47% 81.53% 77.35%It appears from the above that production of cement has been increasing gradually from the year 2009 to 2011and decreased in the year 2012 and 2013 which affected gradual improvement of production performance of theCompany. The production would have been more as compared to the last year if there was no strike and unrestin the country at the end of 2013.

SalesDuring the year under review total sales comes to 1,38,784 metric tons of cement as against 1,78,615metric tons in 2012. Accordingly, net turnover in 2013 stands at Tk. 871.41 million against Tk. 1,102.10 million in2012. Sales activities were accomplished through dealers and large number of non-dealers throughout thecountry during the year under review. Moreover, the Company exported 25,895 metric tons of cement to Indiaduring the year against 36,935 metric tons in last year.

Financial PerformanceFinancial performance of the Company during the year 2013 along with previous years are briefly summarizedbelow:

Financial Results

Net sales

Gross profit

Trading profit

Profit before income tax

Provision for income tax

Profit after income tax

Proposed dividend

871 40S,1 86

194,924,637

139,997,428

54,078,352

10,636,421

43,441,931

16,940,000

1,102,097,948 978,193,221 917,633,478 843,836,356

214,589,039 187,975,236 209,195,823 194,767,412

163,160,372 138,324,882 169,079,386 163,092,343

70,379,269 71,566,830 110,260,277 103,377,053

19,126,683 20,793,600 30,904,822 42,691,800

51,252,586 50,773,230 79,355,455 60,685,253

16,940,000 15,400,000 14,000,000 16,800,000

It can be observed that in the year 2013 net profit after income tax stood at Tk 4,34,41 931 .00 againstlast year net profit after income tax of Tk.5,12,52,586.00. In fact political unrest at the end of the year2013 hampered the profitability of the Company to the extreme level.Management DiscussionThe Board of Directors in every quarter discusses about Cost of Goods sold, Gross Profit Margin, NetProfit Margin and takes necessary steps in time. A report on management discussion and analysis isincluded in annexure -1.Risk factors and concernsThe Board has established a risk and control structure designed to manage the achievement ofbusiness objectives. A summary of the most significant risks is included in annexure-2.

Credit RatingCredit Rating Information and Services Limited (CRISL) assigned rating as below:

A ST-3Outlook Stable

Contribution to the National ExchequerThe Company contributed an amount of Tk18,15,58,586.00to the National Exchequer in the form ofCustoms Duty, Value Added Tax (VAT) and Advance Income Tax during the year under review.Contributions to the national exchequer made under various heads during the last five years havebeen mentioned below:

Contribution to the National Exchequer

Value Added TaxDuties - at Import Stage

Advance Income TaxAdjustable/RefundableTotal

118,343,568 154,995,289 146,756,111 145,353,072 128,785,590

24,626,444 51,686,919 34,945,300 46,190,904 48,851,621

38,588,574 47,947,274 33,383,336 23,141,030 14,398,091

181,558,586 254,629,482 215,084,747 214,685,006 192,035,302

TrainingOfficers, workers and employees of different categories were given scopes for participating in varioustraining courses, workshops and seminars to improve their efficiency and productivity during the yearunder review. In-house training programs are also arranged regularly.

Environmental aspectHonest efforts are being made to keep the surrounding environment pollution free and accordinglyfactory premises are always kept clean and hygienic. Disposal of waste are supervised carefully andplantation of trees are carried out in and around the factory premises regularly.

Rotation of DirectorsAs per clause 100(a) and 100(c) of the Articles of Association of the Company, one third of theDirectors retire by rotation in every Annual General Meeting. In this Annual General Meeting,Directors namely, Mr. Nasir Uddin Ahamed and Ms. Dina Ahsan will retire and eligible for reelection.

Appointment of Independent DirectorAs per BSEC Notification No. BSEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012 oncorporate governance, the Board nominated Mr. S. M. Rezaur Rahman and Mr. Md. Towhidul Anowaras Independent Director of the Company for one term of 3 years considering their qualification andexpertise in compliance with BSEC's notification subject to the approval of shareholders in the 17thAnnual General Meeting.

--_

Directors' RemunerationThe Chief Executive Officer is paid remuneration as approved by the Board of Directors and subsequently bythe Shareholders in Annual General Meeting (AGM). Other than this, all directors including IndependentDirector are paid attendance fee for each meeting of Board of Directors actually attended by them.

Appointment of AuditorsThe existing auditors of the Company M/s MRH Dey & Co., Chartered Accountants will retire at thismeeting. They have submitted a written request for re-appointment as auditors of the Company for the year2014 as per provision of Section 210(1) of the Companies Act, 1994. In the meantime they have completed2 (Two) year auditing activities of the Company till 31 December 2013. They are eligible for re-appointmentas auditor for 2014. If any other proposal of Chartered Accountants firms are received within the stipulatedtime will be placed in the 18th Annual General Meeting. The honorable shareholders will decide for appointmentof auditor for 2014.

DividendYou are well aware that the Company paid 10% Cash dividend out of the profit for the year 2012 to thehonorable Shareholders. During the year under report, the Board of Directors has recommended Cash dividend@ 10 % for the year ended 31 December 2013. The amount of cash dividend will stand at Tk.1,69,40,000 (Taka One Crore Sixty Nine Lac Forty Thousand).

Discussion on continuity of any Extra-Ordinary gain or lossThere was no extra-ordinary gain or loss during the year 2013.

Related Party TransactionBasis of the related party transactions with the company has been elaborated in the audited financialstatements under in note no. 35 in accordance with relevant Bangladesh Accounting Standards (BAS).

Utilization of IPO proceeds and financial results after IPOCompany had no unutilized IPO fund after going IPO.

Significant variance between quarterly and annual financial performanceThere were no significant difference between quarterly performance and overall annual performance.Throughout the year Company was able to maintain a judicious performance both in operational and financialperspective.

Outlook and possible future developmentIt may be pointed out that the prices of raw materials have gone up slightly and the political environment isvery unhappy. Considering the present political unrest if infrastructural Development in the country gear up andthe demand of cement if increased, the Company will take necessary plan to boost up produce and sales ofcement this year by way of full fledged production.

In order to cope up with the demand of our production the management made a plan of expansion ofexisting plant going by the name as Unit-2' having a capacity of production of 1,000 M Ton per day. Theconstruction of which is now at the fag end of completion and it is expected to go into operation from the monthof April 2014. By the grace of Almighty Allah, we can reach our goal shaped by expectation andpotentialities. Facing the challenge, the year 2014 will definitely be an exciting year for us. Our mission andvision is to develop a strong growth momentum in coming year with a target of occupying a fair share in thecement market both at home and abroad. We shall also be more focus on customer care throughinnovation product and services as well as through optimization of its sales with low project marginmaintaining the standard quality. Let the year 2014 be a source of our unparallel success.

Corporate GovernanceIn recent times, the issue of Corporate Governance practice has assumed paramount importance as it pavesthe way for efficient management of a company through making it accountable and transparent to theshareholders and the nation as well. In view of this, the Securities and Exchange Commission hasissued a number of guidelines that are required to be disclosed to the shareholders and accordingly thestatus report of such conditions have been summarized in the "Annexure - A" as per the SEC NotificationNo. SEC/CMRRCD/2006-1 58/1 34IAdminI44 dated 07 August 2012.

Welfare activities extended to employees1. Picnic: The management, officers, staff and workers of the Company are enjoying picnic once in every

year. Annual cultural program is held at the picnic spot.

2. Haj program: One person from the permanent employees of the group is sent to perform Holly Haj oncein every year by selection through lottery at the cost of the Company.

Corporate Social Responsibility1. Blood donation: The management organizes blood donation campaign jointly with "Sandhani" once

in a year. The managers, officers, staff and workers of the Company donate blood to the"Sandhani" in factory premises.

2. Relief distribution: As the part of Corporate Social Responsibility, the Company distributed blanketsand warm cloths in winter season to the distressed people. In rainy season relief is also distributedto the flood affected people of various areas of the country.

Subsequent EventsThere were no subsequent events between the balance sheet date and the date of this report whichcould have significant impact on the financial results of the Company.

Directors' responsibilities statementPursuant to the Commission's Notification No SEC!CMRRCDI2006-15811291Admin144 dated 07August 2012 the Directors confirm that:

a) The financial statements prepared by the management of Aramit Cement Limited fairly presentsits 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 that the accounting estimates are based on reasonable and prudent judgment.d) International Accounting Standards ([AS) I Bangladesh Accounting Standards (BAS)

International Financial Reporting Standards (IFRS), as applicable in Bangladesh, have beenfollowed in preparation of the financial statements and any departure there-from has beenadequately disclosed.

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

f) There are no doubts upon the Company's ability to continue as a going concern and the annualaccounts have been prepared on going concern basis.

g) The significant deviations from last year in the operating results of the Company have beenhighlighted in the report and reasons thereof have been explained.

h) The number of Board Meetings held during the year and attendance by each director is disclosedin "Annuxure-11".

I) The pattern of shareholding is disclosed in "Annexure-IV".j) A compliance status report with requirements of corporate governance as required by

Commission is disclosed in Corporate Governance Report and its annexure.

ConclusionIn conclusion, the Board of Directors would like to express their gratitude for valuable assistance andsupport extended to the Company by the various Government and Non-Government Agencies suchas Financial Institutions like Investment Corporation of Bangladesh, Sadharan Bima Corporation,Bangladesh Development Bank Ltd., Bangladesh General Insurance Company Limited, KarnaphuliInsurance Company Limited, Aramit Limited, other related organizations, Government Authority,Auditors, Securities and Exchange Commission, Dhaka Stock Exchange Ltd., Chittagong StockExchange Ltd., Central Depository Bangladesh Limited. The Board also expresses their heartiestgratitude to Utility provider and all the valued Shareholders of the Company for their investment in theCompany.

The Board of Directors would also like to express their special thanks to all grades of employees ofthe Company for their dedicated service.

We place on record our appreciation to the dealers, customers and suppliers for their contribution tothe success of the Company.

Allah Hafez.

On behalf of the Board

'2,^^S.M. Jamal AhmedChairmanChittagong, 10 March, 2014

ANNEXURE - I

Management Discussion and analysis

Management discussion and analysis are stated below in detail to provide the readers with anoverview of the operational results.

Financial Performance

2013 2012Particulars

Taka Taka

Cost of Goods Sold 676,480,459 887,508,909

Gross Profit 194,924,637 214,589,039

Net Profit 43,441,931 51,252,586

Cost of Goods SoldCost of goods sold means cost of products which was sold during the year. Cost of goods soldcontain all the costs directly related with finished goods for sale i.e raw materials including all dutiesand taxes, carrying, handling and other costs. Cost of goods sold differs with production and sales.Cost of goods sold in 2013 has decreased by 23.77% as compared to 2012.

Gross profit to salesGross profit is the difference between sales and cost of goods sold. The gross profit margin is oneindicator of the financial health of a business. Larger gross profit are better for business. During theyear 2013 gross profit to sales is 22.37% and gross profit has decreased by 9.16% against 2012.

Net profit to salesNet profit is the difference between gross profit and subtracting expenses including tax and WPPF. Itsshowing what the business has earned or loss during the period. During the year 2013 net profit tosales is 4.99% and net profit has decreased by 15.24% against 2012.

ANN EXU RE-Il

Number of Board and Audit Committee Meeting for the year 2013

Audit CommitteeBoard Meeting Meeting

hinmp nf th p fl.rpctnrs

Pnsif,nn No. of No of No of No ofmeeting meeting meeting meeting

held attended held attended

n 5 5 - -

rector 5 5 - -

- 5 1 - -

- 5 5 - -

- 5 4 3 3

5 2 - -

5 4 3 3

)irector 5 5 3 3

)irector 5 1 - -

ANNEXURE-Ill

Risk factors and concerns

Foreign Currency Risk: As AOL is dependent on import for clinker and few other key raw materials, it isexposed to volatility of exchange rate of Taka against Dollar. Recently, the exchange rate of US Dollar isrelatively volatile and therefore the concern needs to pay comparatively higher price for import which may affectAOL's profitability.

Interest Rate Risk: The company has significant bank fund dependency for working capital management andpays a significant amount of bank interest and charges. Bangladesh Bank has removed the interest rate ceiling(excepting certain sectors) on lending in the wake of a massive liquidity crisis in the financial market. Thismeasure has already invited interest rate instability which has created volatility in the profitability of corporatehouses like AOL, although in the recent past this was somewhat stable.

Operational Risk: The project of the company is situated at a high land where less amount of flood isrecorded. The factory building has well-built foundation to withstand fire, wind, storm, rain etc. along with gooddrainage facility. AOL gets required power from its sister concern namely Aramit Power Limited which generates4.08 MW electricity. However, gas supplied by Karnafully Gas Distribution Company Ltd. is adequate for currentrequirement but it may face problem if any expansion is further needed. On the contrary, AOL has alreadydeveloped its human resource base for in-house servicing of plant and machinery. It also does not possess anymajor technological risk in near future and there's a little possibility of invention of new and more cost effectivetechnology in the long run which may cause functional obsolescence of existing plant.

Raw Material Supply Risk: Clinker, slag, fly ash and gypsum are the main raw material for producingcement. The company does not have any raw material supply agreement with any supplier; however that has notbeen a problem since commencement of production due to long standing good relationship with the suppliers. Ingeneral, the company maintains adequate stock of raw materials (mainly clinker) to ensure smooth production.So far, the company faced no noticeable crisis in arranging the supply need.

Market Risk: There are some multinational giants who produce a huge quantity of cement and their marketingpolicy is stronger than local companies. Aramit Cement Limited has taken initiative to increase the productioncapacity. However, the cement industry is dependent on growth of development and construction of the wholeeconomy. Market demand in Chittagong region is estimated to be 2,000,000 MT/ annum. Existing producers arealmost capable to meet this demand consequently there is insubstantial supply gap in the market. Under theabove backdrop, Aramit Cement Limited needs firm concentration on ensuring quality in addition to extensiveadvertising and promotional effort to ensure profitable sustainability in the market.

Compliance Risk: Cement manufacturing has an impact on the surrounding environment. Cementmanufacturing consumes large quantities of non-renewable raw materials (minerals and fossil fuels). It is also animportant source of 002 emissions. It deserves mention here that the company is yet to install Air PollutionController (APO) in order to comply with environmental code. Mixing Ratio of two types of Cement manufacturedby the company is as follows:

Types Clinker Lime Stone & Slag GypsumPortland Composite Cement (POC) 65-72 21 -35 0-5Ordinary Portland Cement (0 PC) 97 Nil 3

Quality Control Risk: Quality indicators of cement produced by the company have been found to beconsistent with the standard. BUET made a test of some quality indicators for Aramit Cement Limited (say forexample, PSI) that revealed an outstanding value compared to the standard. Details' regarding PSI weigh againststandard is outlined below:

DurationTested and Standard PSI 3 days 7 days 28 days

PSI PSI PSITested by BU ET for ACL 2,480 4,070 5,550

Standard of American Society for Testing of Materials (ASTM) 1,890 2,900 3,820

From the above comparison, it can be concluded that the company's product complied all requisitesregarding excellence.

The management of the Company is trying its level best to overcome the above risk factors as far aspracticable for achieving better results in future.

ANNEXURE-IV

Pattern of Share Holding as on 31 December 2013

Number of PercentageShares held by Shares of Remarks

held holding

The company is notParent Company - - subsidiary of any

CompanyRepresented by -Mr. Saifuzzaman

Aramit Limited 3,267,000 19.286% ChowdhuryMr. S. M. Jamal AhmedMs. Rukhmila Zaman

Bangladesh Development Bank Ltd. 847,000 5.000% Repsenented by -Ms. Dina Ahsan

Represented by -

Investment Corporation of Bangladesh 605,000 3.571% Mr. Nasir Uddin AhmedMr. MonoranjanChakma

Chief Executive Officer and his spouse andminor children: Mr. Saifuzzaman 2,531,320 14.943%ChowdhuryMr. S. M. Aftab Ali Khan 1,210 00.007% SponsorMr. Abu] Khair Khan 1,210 00.007% SponsorMr. Warisuzzaman Chowdhury 1,210 00.007% SponsorMr. Abdus Samad 1,210 00.007% SponsorMr. Moslem Uddin Ahmed 1,210 00.007% SponsorMr. Abdur Rahman Khan 1,210 00.007% SponsorMr. Siraj Uddin Chowdhury 1,210 00.007% SponsorMr. N. I. Chowdhury 1,210 00.007% SponsorCompany Secretary and his spouse and - -minor childrenChief Financial Officer and his spouse and - -minor childrenHead of Internal Audit and his spouse and - -minor childrenExecutives (Top five salaried persons otherthan CEO,CS,CFO,HIA):1. Mr. Subash Chandra Karmaker, GM - -(Operation)2. Mr. Prasanta Chakroborty, Manager - -(Electrical)3. Mr. BHM Salahuddin, Manager - -(Production)4. Mr. Md. Kobbad Chowdhury, Manager(Quality)5. Mr. Golam Kibria, Manager (Sales)Shareholders holding ten percent (10%) or - -more voting interest in the companyGeneral Public:Institutions - 4,248,299 25.079%Others - 5,431,701 32.065%Total 16,940,000 100.000%

Report of the status of compliance of corporate governance Annexure - AStatus of compliance with conditions imposed by the Commission s Notification No BSECICMRRCDI2006-158/129/Admin/44 dated 07 August 2012 issued under section 2CC of the Securities and ExchangeOrdinance, 1969:

Compliance Status(Put in the appropriate

Condition Title column) RemarksNo Complied Not (if any)

CompliedI BOARD OF DIRECTORS1.1 Board Size Complied1.2 Independent Directors1.2(i) Number of Independent Director CompliedI .2(ii)(a) Shareholding by Independent Director CompliedI .2(ii)(b) Family Relationship with Independent Director CompliedI .2(ii)(c) Other relationship with Independent Director Complied1 .2(ii)(d) Membership of Independent Director with Stock Complied

ExchangesI .2(ii)(e) Shareholding, Directorship or employment of

Independent Director with any Stock Exchanges Compliedor Capital Market Intermediaries

1 .2(ii)(i) Association of Independent Director with audit Compliedfirm (Currently or preceding 3 years)

1.2(ii)(g) Independent Director holding same position in Compliedmore than 3 listed companies

I .2(ii)(h) Bankruptcy of Independent Director CompliedI .2(ii)(i) Criminal Offence involving moral turpitude of Complied

Independent Direct I'

1.2(iii) Appointment and Approval of Independent CompliedDirector by BOD and AGM

I .2(iv) Vacancy of post of Independent Director for not Compliedmore than 90 days

1.2(v) The Board shall lay down a Code of Conduct ofall Board Members and Annual compliance of Compliedthe code to be recorded

I .2(vi) The tenure of office of an independent Directorshall be for a period of 3 (three) years, which Compliedmay be extended for (one) term only

1.3 Qualification of Independent Director1.3(i) independent Director shall be a knowledgeable

individual with integrity who is able to ensurecompliance with financial, regulatory and Compliedcorporate laws and can make meaningfulcontribution to business

I .3(u) Academic Background and Experiences of CompliedIndependent Director

I .3(iii) Exemption of requirement of qualification andexperiences Independent Director by the Conipliedcommission

1.4 The positions of the Chairman of the Board andChief Executive Officer of the company shall be Compliedfilled by different individuals.

1.5 The Directors' Report to Shareholders1.5(i) Industry outlook and possible future Complied

developments iii the industry1.5(u) Segment —wise or product-wise performance Complied

—1.5(ill) Risks and concerns CompliedI 5(iv) A discussion on Cost of Goods sold, Gross Complied

Profit Margin and Net Profit Margin1.5(v) Discussion on continuity of any Extra-Ordinary Complied

gain or lossI .5(vi) Basis for related party transactions- a statement

of all related party transactions should be Complieddisc l osed in the annual report

1.5(vii) Utilization of proceeds from public issues,rights issues and / or through any others Noneinstruments

1 .5(viii) An explanation if the financial resultsdeteriorate after the company goes for Initial NonePublic Offering (IPO). Repeat Public Offering(RPO). Rights Offer. Direct Listing. etc.

1.5(ix) If significant variance occurs between QuarterlyFinancial performance and Annual Financial CompliedStatements the management shall explain aboutthe variance on their Annual Report _____________

1.5(x) Remuneration to directors including CompliedIndependent Directors

1.5(xi) The financial statements prepared by themanagement of the issuer company present conpliei1fairly its state of affairs, the result of itsoperations, cash flows and changes in equity

1.5(xii) Proper books of account of the issuer company Compliedhave been maintained

I .5(xiii) Appropriate accounting policies have beenconsistently applied in preparation of thefinancial statements and that the accounting Complied

ornplied

Thmplied

Thmpl ied

Thmpli ed

1.5(xviii) Key operating and financial data of at least preceding 5 Compiled(five) years shall be summarized.p

I .5(xix) If the issuer company has not declared dividend (cash or Compliedstock) for the year, the reasons thereof shall be given

I .5(xx) The number of Board Meetings held during the year and Compliedattendance by each director shall be disclosed om Ic

I .5(xxi)(a) Share held by Parent! Subsidiary! Associated Companies Compliedand other related parties (name wise details)

I .5(xxi)(b) Share held by Directors, Chief Executive Officer,Company Secretary, Chief Financial Officer, Head 01 CompliedInternal Auditor and their spouses and minor children (name wise details)

1.5(xxi)(c) Share held by executives (Top 5 salaried) Complied1.5(xxi)(d) Share held by shareholders holding ten percent (10%) or Complied

more voting interest in the company (name wise details)1.5(xxii)(a) A brief resume of director Complied1 .5(xxii)(b) Nature of his/her expertise in specific functional areas Complied1.5(xxii)(e) Names of companies in which the person also holds the

directorship and the Membership of committees of theboard

2 CHIEF FINANCIAL OFFICER (CFO), HEAD OFINTERNAL AUDIT AND COMPANY SECRETARY(CS)

2. 1 The Company shall appoint a Chief Financial Officer(CFO), '! Head of Internal Audit (Internal Control andcompliance) and a Company Secretary (CS). The Board of Comp

Ic1' dDirectors should clearly define respective roles, responsibilities and duties of the CFO, the Head ofInternal Audit and the CS.

2.2 The CFO and the Company Secretary of the companiesshall attend the meetings of the Board of Directors,provided that the CFO and / or the Company Secretary

- Compliedshall not attend such part of a meeting of the Board ofDirectors which involves consideration of an agenda itemrelating to their personal matters

3 AUDIT COMMITTEE3(1) The company shall have a Audit Committee as a sub-

committee of the Board of Directors

Complied

3(1) The Audit Committee shall assist the Board of Directors inensuring that the financial statements reflect true and fair Complied

iview of the state of affairs of the company and nensuring a good monitoring system within the business

3(iii) The Audit Committee shall be responsible to the Board ofDirectors. The duties of the Audit Committee shall be Compliedclearly set forth in writing

3.1 Constitution of the Audit Committee Complied3.1(i) The Audit Committee shall be composed of at Complied

least 3 (three) members3.1(u) The Board of Directors shall appoint members

of the Audit Committee who shall be directors Compliedof the company and shall include at least I (one)independent director

3.1(iii) All members of the audit committee should be"financially literate" and at least I (one) Compliedmember shall have accounting or relatedfinancial management experience.

3.l(iv) The Board of Directors shall appoint the newcommittee member(s) to fill up the vacancy(ies)immediately or not later than 1 (one) month

Compliedfrom the date of vacancy(ies) in the Committeeto ensure continuity of the performance of workof the Audit Committee

3.1(v) The Company secretary shall act as the secretary Compliedof the Committee

3.I(vi) The quorum of the Audit Committee meetingshall not constitute without at least I (one) Compliedindependent director

3.2 Chairman of the Audit Committee3.2(i) The Board of Directors shall select 1 (one)

member of the Audit Committee to be Chairman Compliedof the Audit Committee, who shall be anindependent director

3.2(1) Chairman of the audit committee shall remain Compliedpresent in the Annual General Meeting (AGM)

3.3 Role of Audit Committee3.3(i) Oversee the financial reporting process Complied3.3(u) Monitor choice of accounting policies and Complied

principles3.3(iii) Monitor Internal Control Risk management Complied

I Complied

Complied

Complied

- Complied

Complied

1 Complied

I Complied

Complied

F

3.4.1(ii)(a) Report on conflicts of interests None3.4.1(ii)(b) Suspected or presumed fraud or irregularity or None

material defect in the internal control system;3.4.1(1i)(c) Suspected infringement of laws, including None

securities related laws, rules & regulations;3.4.1(11)(d) Any other matter with shall be disclosed to the None

Board of Directors immediately3.4.2 Reporting to the Authorities

If the Audit Committee has reported to theBoard of Directors about any thing which hasmaterial impact on the financial condition andresult of operation and has discussed with theBoard of Directors and management that anyrectification is necessary and if the AuditCommittee finds that such rectification has been Nunreasonably ignored, the Audit Committee OflC

shall report such finding to the commission,upon reporting of such matter to the Board ofDirectors for three times or completion of aperiod of six (6) months from the date of firstreporting to the Board of Directors, whichever isearlier.

3.5 Reporting to the Shareholders & GeneralInvestors:Report on activities carried out by the AuditCommittee, including any report made to theBoard of Directors under condition 3.4.1(u) Compliedabove during the year, shall be signed byChairman of Audit Committee and disclosed inthe annual report of the issuer company.

4 External/Statutory Auditors Complied4(i) Appraisal or valuation services or fairness Complied

opinions. ______4(H) Financial information systems design and Complied

implementation.4(iii) Book-keeping of other services related to the Complied

accounting records or financial statements.4(iv) Broker - dealer services Complied4(v) Actuarial services Complied4(vi) Internal audit services Complied4(vii) Any other services that the Audit Committee Complied

determines.4(viii) No partner or employees of the external audit

firms shall posses any share of the company Compliedthey audit at least the tenure of their auditassignment of that company.

5 Subsidiary Company5(i) Provisions related to the compassion of the

Board of Directors of the holding company shall Not Applicablebe made applicable to the compassion of theBoard of Directors of the subsidiary company.

5(ü) At least one (I) independent directors on theBoard of Directors of the holding company shallhe a directors on the Board of Directors of the Not Applicablesubsidiary company.

5(iii) The minutes of Board Meeting of the subsidiarycompany shall be placed for review at thefollowing Board Meeting of the holding Not Applicable

company.5(1v) TheThe minutes of respective Board Meeting of the

holding company shall state that they have Not Applicablereviewed the affairs of the subsidiary companyalso.

5(v) The Audit Committee of the holding companyshall also review the financial statements, in Not Applicableparticular the investments made by thesubsidiary company.

6 Duties of Chief Executive Officer (CEO) &Chief Financial Officer (CFO)The CEO & CFO shall certify to the Board thatthey have reviewed financial statements for theyear and that to the best of their knowledge andbelief.

6(i)(a) These statements don't contain any materiallyuntrue statement or omit any material fact of Compliedcontain statements that might be misleading.

6(i)(b) These statements together present a true and firview of the company's affairs and are in Coiipliedcompliance with existing accounting standardsand applicable laws.

6(u) There arc, to the best of knowledge and belief,no transactions entered into by the company Compliedduring the year which are fraudulent, illegal orviolation of the company's code of conduct.

7 Reporting & Compliance of CorporateGovernance:

7(1) The company shall obtain a certificate from aProfessional Accountant/Secretary (CharteredAccountants/Cost and ManagementAccountant/Chartered Secretary) regarding Complied

Complied

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Value Added Statement for the year ended December 31, 2013Taka in Lac

I 2013 H 2012 I

DescriptionSources of FundsNet TurnoverLess: Brought in materials and servicesValue addedAdd: Other Income

Applied in the following waysTo Employees

Salary. wages, gratuity & other benefitsContribution to Workers profit participation & welfare funds

To GovernmentsCustoms dutyIncome TaxContribution to the national exchequer

To Provider of CapitalDividends

Retained by the CompanyTo pay for capital expenditure to replace existing assets, to

expand working capital and for growthDepreciationRetains earnings

Opening

Closing

Elements of Total Cost

8,714.05 11,020.98

(7,313.38) (9,230.33)

1,400.67 1,790.65

145.79 129.78

1,546.47 1.920.43

484.534 -2

28.46 37.04

512.99 462.57

246.26 1 516.87

106.36 191.27

352.62 708.14

- 169.40

865.62 1,340.11

246.43 23720

(358.86) (15.74)

793.28 358.86

680.85 580.32

1,546.47 1,920.43

%

55.444.59

5.78

14.482.893.63

11.591.60

Raw MaterialsImportedLocal

Packing MaterialsFactory OverheadGeneral and Administrative ExpensesSelling and Distribution ExpensesFinancial ExpensesOthers

2013Taka in lac

4,670.72387.01486.79

1,220.29243.62305.65976.52

134.838,425.42

20125,Taka in lac ( io

6,521.99 61.31

656.76 6.17

621.87 5.85

1,074.47 10.10

217.43 104

296.85 2.78

1,020.55 9.59

228.31 2.15

Imported Raw Materialsh. Local Raw Materials

Packing Materials5.. Factory Overhead

General & Administrative ExpensesSelling & Distribution ExpensesFinancial ExpensesOthers

2012

Corporate Governance ReportCorporate Governance is to have a mechanism in place for the Board of Directors and other key management staffto safeguard the shareholders interest and other stakeholders of the Company. Transparency in businesstransaction and disclosure of information to regulatory bodies as part of its legal obligations constitute soundcorporate governance. Good corporate governance also means conformity to sound ethical principles and a codeof conduct in business dealings.Board of DirectorBoard of Directors is the representative and trustee of the shareholders of the Company. The Board of Directors ofAramit Cement Limited comprises of six members including Chairman, Chief Executive Officer and the Board alsohas one Independent Director in compliance with the corporate Governance Guidelines of BSEC. Board ofDirectors is performing the responsibilities, among others, setting the Company's strategic objectives, providingleadership, supervision and ensuring shareholders' interest.Audit CommitteeAramit Cement Limited has an Audit Committee as a sub-committee of the Board of Directors. This committee isassisting the Board of Directors in ensuring that the financial statements reflect true and fair view of the state ofaffairs of the Company and in ensuring a good monitoring system within the business. This committee isresponsible to the Board of Directors and its duties and responsibilities are clearly set forth in writing. AuditCommittee is reconstituted as per the guidelines of BSEC.Audit Committee holds regular meetings on the following major issues:

To review the financial statements and reporting process and monitor the choice of accounting policies andprinciples

* To review the business risk managementTo review the internal audit assessment

* To oversight the good corporate practicesTo review the adequacy of internal audit function etc.

'. separate report of the audit committee is included.Chairman and Chief Executive OfficerChairman and Chief Executive Officer are two separate individuals selected by the Board of Directors of AramitCement Limited. Both are performing defined responsibilities and focusing on the strategic value addition of theCompany.

Directors' Report to the ShareholdersBoard of Directors is reporting the performance, annual achievements and status of the Company's activities to theshareholders. They are also conveying the future plan and outlook of the industry and Company in their report.Chief Financial Officer, Company Secretary and Head of Internal AuditCompany has appointed one qualified Cost Accountants designated as Chief Financial Officer and CompanySecretary. The Chief Financial Officer and Company Secretary regularly advise and assist the Board on financialstrategy and compliance issues of the regulatory bodies. Chief Financial Officer and Company Secretary is alsoattending Board Meeting as per Corporate Governance notification of the BSEC. Company's internal auditdepartment is also headed by a Head of Internal Audit having professional expertise and experiences in the field ofinternal audit.

Board of Directors clearly defined respective roles, responsibilities and duties of the Chief Financial Officer andCompany Secretary and Head of Internal Audit.Internal Audit and ControlAramit Cement Limited established an Internal Audit Department consisting of professional and knowledgeableemployees. Internal Audit Department directly reports to the Board of Directors.

Internal Audit department regularly conducts their audit based on a yearly Internal Audit Plan and checks, verifiesand reviews the compliance of Internal Control Procedure and other regulatory requirements.External AuditorsExternal Auditors of Aramit Cement Limited is appointed in every Annual General Meeting (AGM) by theShareholders of the Company as per Companies Act, 1994. Company also conforms to the requirement ofBangladesh Securities and Exchanges Commission in appointing external auditors. External Auditors are notengaged to perform any of the tasks other than external/ statutory audit.Certification on the Compliance of Corporate Governance Guidelines of BSECA certificate regarding compliance of conditions of Corporate Governance Guidelines of the Bangladesh Securitiesand Exchange Commission is included in the annual report.

Hoda Vasi Chowdhury & CoChartered Accountants

Certificate on compliance with corporate governance matters by

Aramit Cement limited for the year ended 31 December 2013

We have examined the conditions of Corporate governance complied by Aranr it Cement Limitedduring the year.

Basis of Opinion

We carried out our cxaininatioii for the purpose of certification in accordance with the guidanceissued by the Bangladesh Securities & Exchange Corn mission under notificationSEC/CMRR(-'L)2006-158/134/Adinili.. 44 dated 07 August 2012.

Period Covered

Our review for this certificate is limited to the aspects for the year ended 31 1)eccrsiber 2013.

Opinion

In our opinion and to the best for our in fbrrnation arid according to the explanations provided CO irs

by the management

i. the conipanyo status on compliance with corporate governance reqoireilicritS appears to besatisfactory except holding of the positions of the Chiairrsiarr & the CEO b y an individual as opposed tothe rcquirenlent of two individuals as stipulated in condition 1.4 of the BSEC notification which wasComplied on 20 April 2013 arid

ii. its report under condition 7(i)) of said notification appropriately reflects the corripanyscompliance with the conditions of Corporate Governance Guidelines of BSEC applicable for listedcolilpanies.

I )atc C littagong Hoda Vasi Chowdhury & Co.

16 March 2014 Chartered Accountants

National Office BTMC Bhaban )81h Floor). 7-9 Karwari Bazar Commercial Area, Dhaka-1215. BangladeshMotijheel Office Ispahani Building )3rd Floor). 14-15 Motijlreel Commercial Area, Dhaka-1000, Bangladesh

Chittagong Office: OelwarBhaban )4h Floor). 104 Agrabad Commercial Area, Chillagong-4100 Bangladesh

—

Aramit Cement LimitedReport of the Audit CommitteeAramit Cement Limited has an Audit Committee as a sub-committee of the Board of Directors. The AuditCommittee assists the Board of Directors in ensuring that the financial statements reflect true and fair view of thestate of the affairs of the company and in ensuring a good monitoring system within the business. The committeeis reporting to the Board of Directors on performing of the clearly set forth responsibilities defined by the Board ofDirectors.

Committee MembersThe Audit Committee of the Company consists of three members including one Independent Directorknowledgeable about finance and organizational management. The Committee has been reconstituted in line withBangladesh Securities and Exchange Commissions notification on Corporate Governance as follows:

Mr. S. M. Rezaur Rahman, Independent Director - chairman of Audit committeeMs. Dina Ahsan - MemberMr. Nasir Uddin Ahmed Member

Main activities of the audit committee are summarized below:1. Overseeing and monitoring of financial reporting process, adoption of reporting standards and control

risk management processAudit Committee is assisting in the oversight of the financial reporting process, including monitoring the adoptionof reporting standards and internal control risks management process to ensure that appropriate financialreporting process and standards used and adequate activities/ control measures to high risk areas areperiodically evaluated and tested.

2. Review of Periodic Financial StatementsDuring the year Audit Committee reviewed all periodical financial statements of the company. The review wasmade along with the management and other stakeholders. Their reviewed ensure that the financial statementsare prepared in compliance with legal and accounting standards requirements and that the financial statementswere disclosed accurate, reliable and timely information of the Company.

3. Review of Internal Control AssessmentDuring the year, the committee revised and reviewed the internal control system and internal audit plan with anemphasis on minimizing of defects, losses and fraud. The committee also reviewed that the internal control wasboth adequate and effective.

4. Review of Internal AuditDuring the year, the committee reviewed the activities of Internal Audit Department and take necessary actionon the basis of internal audit report.

Reporting of the CommitteeOn discharging its responsibilities, the audit committee has ensured the followings:, Financial statements have been prepared and presented in compliance with all laws, regulations and standards

as applicable.The system of internal control as well as the financial records have been examined on the basis of the internalaudit findings.Proper and sufficient care has been taken for maintenance on adequate accounting records for safeguarding theCompany's interest and for preventing and detecting frauds and other irregularities.Appropriate risk control mechanism and Managerial Information Control are in place.

Observations, findings and suggestions of the committee were communicated to the Board of Directors and theBoard of Directors had taken appropriate measures on the report.

(S. M. Rezaur Rahman)ChairmanAudit CommitteeIndependent Director of the Board

STATEMENT OF CEO AND CFO ON FINANCIAL STATEMENTS

10 March, 2014

The Board of DirectorsAramit Cement Limited53, Kalurghat Heavy Industrial EstateP.O. Mohara, Chittagong.

We certify that:-

(I) We have reviewed financial statements for the year ended 31 December 2013 and that to the best ofour knowledge and belief:

a) these financial statements do not contain any materially untrue statement or omit any material fact orcontain statements that might be misleading;

b) these financial statements together present a true and fair view of the company's affairs and are incompliance with existing accounting standards and applicable laws;

(ii) There are, to the best of knowledge and belief, no transactions entered into by the company during theyear which are fraudulent, illegal or violation of the company's code of conduct.

Muhammed Shah Alam, FCMAChief Financial Officer

MRH DEY & Co.Chartered Accountants

AUDITORS' REPORT TO THE SHAREHOLDERSOF

ARAMIT CEMENT LIMITEDWe have audited the accompanying Statement of Financial Position of the Aramit Cement Limited as at31 December 2013 and the related Statement of Comprehensive Income, Statement of Cash Flows andthe Statement of Changes Equity for the year then ended, and a summary of significant accountingpolicies and other explanatory notes.

Management Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these Financial Statements inaccordance with Bangladesh Financial Reporting Standards (BFRS), the Companies Act.1994, theSecurities & Exchange Rules 1987 and other applicable laws and regulations. This responsibility includes:designing, implementing and maintaining internal control relevant to the preparation and fair presentationof financial statements that are free from material misstatements, whether due to fraud or error; selectingand applying appropriate accounting policies; and making accounting estimates that are reasonable in thecircumstances.

Auditors' ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. Weconducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe financial statements. The procedures selected depend on the auditor's judgment, including theassessment of the risks of material misstatement of the financial statements, whether due to fraud or error.In making those risk assessments, the auditor considers internal control relevant to the entity's preparationand fair presentation of the financial statements in order to design audit procedures that are appropriate inthe circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity'sinternal control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

OpinionIn our opinion, the financial statements, prepared in accordance with Bangladesh Financial ReportingStandards (BFRS), give a true and fair view of the state of the Company's affairs as at 31 December 2013and of the results of its operations and its cash flow for the year then ended and comply with theCompanies Act. 1994, the Securities and Exchange Rules 1987 and other applicable laws and regulations.

We also report that:a) we have obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purposes 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 itappeared from our examination of those books,

c) the Company's statement of financial position, statement of comprehensive income and it's statement ofcash flows dealt with by the report are in agreement with the books of account & returns; and

d) the expenditure incurred was for the purpose of the Company's business.

Chittagong, 15 March, 2014

MRH 0EV & c6Chartered Accountants

b,bU,öUb91,035,394

298,503,853189,531,029137,269,96366,515,19020,053,604

7,475,63839,453,058

3,546,9559,224,122

ci 11Q6789101112131415

140,770,770299,142,030208,862,968104,376,56858,269,7274,528,2446,542,725

34,684,0233,546,955

20,615,126

1,586,740,176 1,542,929,078

274,728,165 231,286,23416 169,400,000 169,400,00017 26,000,000 26,000,000

79,328,165 35,886,234

17,622,888 24,531,64918 2,076,1064,684,613

19.1 2,914,766 9,610,21619.2 12,632,016 10,236,820

18 268,634,79920 20,947,63221 424,862,57122 458,782,46623 112,364,574

24.1 8,797,08224.2 -

Z(,111,1208,799,388

36,868,214472,933,319436,824,743110,089,676

4,655,85516,940,000

1,586,740,176 1,542,929,078

25 - -

32 16.22 13.65

Statement of Financial Position as at December 31, 2013

2013 II 2012Notes HTaka II Taka I

ASSETSNON CURRENT ASSETS: 724,131,370 661,589,942

Property, Plant & Equipment

3 110,350,575 102827,859Capital Work In Progress

4 606,998,295 551,979,583Investment

5 6,782,500 6,782,500

CURRENT ASSETS:InventoriesTrade DebtorsAdvances, Deposits and PrepaymentsDue from Aramit Footwear LimitedDue from Aramit Power LimitedDue from Aramit Thai Aluminium LimitedDue from Aramit Steel Pipes LimitedDue from Aramit Alu Composite Panels LimitedOther ReceivablesCash and Bank Balances

TOTAL ASSETSSHAREHOLDERS' EQUITY & LIABILITIESSHAREHOLDERS' EQUITY:

Share CapitalGeneral ReserveRetained Earning

NON CURRENT LIABILITIES:Term Loan & Lease FinanceDeferred Income TaxProvision for Employees' Retiral Gratuity

CURRENT LIABILITIES:Current portion of Term Loan & Lease FinanceCurrent portion of Redeemable DebenturesCreditors and AccrualsShort Term LoanDue to Aramit LimitedUnclaimed DividendProposed Dividend

TOTAL SHAREHOLDERS' EQUITY & LIABILITIES

CONTINGENT LIABILITIES AND COMMITMENTS

NET ASSET VALUE PER SHARE (BASIC)

These financial statements should be read in conjunction with the annexed notes and were approved by theBoard of Directors on 10 March, 2014 and were signed on its behalf by

COMPANY SECRETARY

DIRECTOR

CHIEF EXECUTIVE OFFICERSigned in terms of our separate report of even date annexed

Chittagong, March 15, 2014

MRHChartered Accountants

Statement of Comprehensive Income For the year ended December 31, 2013

RevenueCost of SalesGross profitGeneral and Administrative ExpensesSelling and Distribution ExpensesOther Operating IncomeProfit from Operating ActivitiesFinancial expensesProfit before WPPF and welfare fundContribution to WPPF and welfare fundProfit before income taxIncome Tax Expenses:

Current income taxDeferred tax Income/(Expenses)

Profit after tax

Earning per share (Basic)

2013 II 2012 INotes 1 I

Taka I Taka I

26

871,405,186 1,102,097,94827

(676,480,549) (887,508,909)

194,924,637 214,589,03928

(24,362,408) (21,743,412)29

(30,564,801) (29,685,255)31

14,579,082 12,977,836

154,576,510 176,138,20830

(97,651,929) (102,054,767)

56,924,581 74,083,4412.11.3

(2,846,229) (3,704,172)

54,078,352 70,379,269

2.12.2 (17,331,871) (21,540,668)

19.1 6,695,450 2,413,985

43,441,931 51,252,586

33 2.56 3.03

These financial statements should be read in conjunction with the annexed notes and were approvedby the Board of Directors on 10 March, 2014 and were signed on its behalf by:

COMPANY SECRETARY DIRECTOR CHIEF EXECUTIVE OFFICER

Signed in terms of our separate report of even date annexed

Chittagong, March 15, 2014 MRH DEY & C.

Chartered Accountants

3&5 (87,184,818) (122,347,152)5 - (3,782,500)

31 14,579,082 12,977,836(72,605,736) (113,151,816)

2,274,898(15,525,360)(32.893,395)

(8,245,463)(932,913)

(4,769,035)21,957,72357,226,904

(12,798,773)(15,920,582)

(461,494)(10.087.490

(11,391,004)20,615,126

9,756,1761,564,577

(35,664,737)(3,016,311)

(682.969)(10,741,927)(20,871,728)68,727,568

(10,250,525)(2,139,264)(3,319,140)

7,728,36012,886,766

231191012132218242030

15 9,224,122 20,615,126

34 4.21 7.33

Statement of Cash Flows For the year ended December 31, 2013

2013 2012NotesTaka Taka

CASH FLOW FROM OPERATING ACTIVITIES:Cash Received from Customers 7 & 26 872,043,363 1,060,419,544Cash Paid to Suppliers and Employees 3.3, 6,8,13,18.2,20,26,27, & 28 (680,798,540) (788,382,810)Cash Generated from Operations 191,244,823 272,036,734Income tax Paid (22,752,165) (47,921,916)Interest paid on short term loan 30 (97,190,435) (99,915,503)Net cash inflow! (outflow) from Operating Activities 71,302,223 124,199,315

-

CASH FLOW FROM INVESTING ACTIVITIES:Capital expendituresInvestmentInterest earnedNet cash inflow / (outflow) from Investing Activities

CASH FLOW FROM FINANCING ACTIVITIES:Due to Aramit LimitedDue from Aramit Thai Aluminium LimitedDue from Aramit Footwear LimitedDue from Aramit Power LimitedDue from Aramit Steel Pipes LimitedDue from Aramit Alu Composite LimitedShort term loanLong Term Loan & Lease FinanceDividends paidRedeemable debenturesInterest on DebenturesNet cash inflow/(outflow) from Financing Activities

Net increase/(decrease) in cash & cash equivalentsOpening Cash and cash equivalents

Closing cash and cash equivalents

OPERATING CASH FLOW PER SHARE(BASIC)

These financial statements should be read in conjunction with the annexed Notes

COMPANY SECRETARY DIRECTOR CHIEF EXECUTIVE OFFICER

Reconciliation of Cash Flow from Operating ActivitiesFor the year ended December 31, 2013

2013 2012Taka Taka

Profit before income taxAdjustment for non-cash expenditures:DepreciationEmployees retrial gratuityInterest on Debentures

Other Income-operating

Changes in Working CapitalIncrease/(Decrease) in current liabilities:

Creditors and accruals

Decrease/(Increase) in current assets:InventoriesTrade debtorsAdvances, deposits and prepayments

Net cash inflow/(outflow) from Operating Activities

54,078,352 70,379,269

24,643,390 23,720,227

2,395,196 647,719

461,494 2,139,264

27,500,080 26,507,210

(14,579,082) (12,977,836)

(65,402,619) 147,859,932

49,735,376 (18,259,884)

638,177 (41,678,404)

19,331,939 (47,630,972)

69,705,492 (107569,260)

71,302,223 124,199,315

These financial statements should be read in conjunction with the annexed Notes

nTh

COMPANY SECRETARY DIRECTOR CHIEF EXECUTIVE OFFICER

Statement of Changes In Owners' EquityFor the year ended December 31, 2013

Amount in Taka

Particulars Share Capital IiGeneral Retained 1

I Total EquityReserve Earnings I

Balance as on January 1, 2013

Profit after tax for the year

Balance as at December 31, 2013

Balance as on January 1, 2012

Bonus share issued during the yearProfit after tax for the year

Cash dividend for 2012Balance as at December 31, 2012

169,400,000 26,000,000 357886,234 231286,234- - 43,441,931 43,441,931

169,400,000 26,000,000 79,328,165 274,728,165

154,000,000 26,000,000 1.573,648 181,573,648

15,400,000 : : 15,400,000- - 51,252,586 51,252,586

- - (16.940,000) (16,940,000)

169,400,000 26,000,000 35,886,234 231,286,234

These financial statements should be read in conjunction with the annexed Notes.

COMPANY SECRETARY

DIRECTOR

CHIEF EXECUTIVE OFFICER

Notes to the Financial StatementsFor the Year Ended December 31, 2013

I THE COMPANY & ITS OPERATIONS

The Company was incorporated on 19 August 1995 as a Public Company limited by shares underthe Companies Act 1994 and has been allowed to commence business from the foregoing dateunder Section 150(2) of the said Act. The principal activities of the Company as stipulated to be, aremanufacturing of 'Portland' cement and allied products and marketing thereof. Shares anddebentures of the Company were listed with Chittagong Stock Exchange (CSE) on 9 September1998 and with Dhaka Stock Exchange (DSE) on 16 September 1998. The commercial production ofthe factory commenced on 10 November 1999.

2 SUMMARY OF SIGNIFICANT ACCOUNTING AND VALUATION POLICIES

2.1 Basis of preparation and presentation of the financial statements

The financial statements have been prepared and the disclosures of information made inaccordance with the requirements of the Companies Act 1994, the Securities & ExchangeRules 1987 and International Accounting Standard (lAS) adopted by the Institute of CharteredAccountants of Bangladesh ([CAB), as Bangladesh Accounting Standard (BAS) & BangladeshFinancial Reporting Standard (BFRS). The statement of financial position and statement ofcomprehensive income have been prepared according to BAS 1: "Presentation of FinancialStatement" based on accrual basis of accounting following going concern assumption andstatement of cash flows according to BAS 7 "Statement of Cash Flows".

2.2 Accounting convention and assumption

The financial statements are prepared under the historical cost convention method.

2.3 Principal accounting policies

The specific accounting policies have been selected and applied by the Company'smanagement for significant transactions and events that have a material effect within theFramework for the Preparation and Presentation of Financial Statements. FinancialStatements have been prepared and presented in compliance with BAS-1: "Preparation ofFinancial Statements". The previous year's figures were presented according to the sameaccounting principles.

2.4 Application of Standards

The following BAS are applied to the financial statements for the year under review:

BAS 1 Presentation of Financial StatementsBAS 2 InventoriesBAS 7 Statement of Cash FlowsBAS 8 Accounting policies, changes in accounting estimates and errorsBAS 10 Events after the Reporting PeriodBAS 12 Income TaxesBAS 16 Property, Plant & EquipmentBAS 17 LeasesBAS 18 RevenueBAS 24 Related Party DisclosuresBAS 28 Investments in AssociatesBAS 33 Earnings Per ShareBAS 37 Provisions, Contingent Liabilities and Contingent Assets

2.5

Property, Plant & Equipment

Property, Plant & Equipment are accounted for according to BAS 16 "Property, Plant andEquipment" at historical cost less cumulative depreciation and the capital work-in-progress(when arises) is stated at cost. All assets are depreciated/amortized according to thestraight-line method over their expected useful life. The gain or loss arising on the disposalor retirement of an asset is determined as the difference between the sales proceeds andthe carrying amount of the asset and it is recognized as non-operating income! loss.

2.6

Depreciation of the fixed assets

Depreciation is provided on straight line method at the annual rate(s) shown below wherebythe cost less estimated salvage value of an asset is written off over its anticipated servicelife except that long-term leasehold land is amortized annually in such a manner so that bythe terminal period the lease value is fully amortized.

Category Rate %

Building & other constructions on leasehold land

5Plant & machinery

10Electrical installation

15Equipment, fittings & computer

15-20

Transportation equipment

20Furniture & fixtures

10

Depreciation is charged on the assets acquired during first half of the accounting year. Nodepreciation is charged on the assets acquired during the second half of the accountingyear as well as on assets disposed off.

2.7 Investment

This is valued at cost. Market value or intrinsic value of shares was not consideredconsistently.

2.8 Valuation of Inventories

Inventories are valued as below in compliance with the requirements of BAS 2.

Category

Raw & Packing Materials

Work in process

Finished Goods

Goods-in-transit

Stores and spares

2.9 Cash and cash equivalents

Basis of valuat

Weighted Average Cost

Average Cost of Materials andAppropriate Manufacturing Expenses

At Cost

At Cost

Weighted Average Cost

Cash in hand and cash at banks have been considered as the cash and cash equivalents forpreparation of these financial statements as there was insignificant risk of changes in value ofthese current assets.

2.10 Creditors and Accruals

2.10.1 Trade and Other Payable

Liabilities are recorded at the amount payable for settlement in respect of goods andservices received by the Company, whether or not billed by the suppliers.

2.10.2 Provision

The preparation of financial statements is in conformity with Bangladesh AccountingStandards (BAS) 37 "Provisions, contingent liabilities and contingent assets" which requiresmanagement to make estimates and assumptions that affect the reported amounts ofrevenues and expenses, assets and liabilities during and at the date of financial statements.

In accordance with the guidelines as prescribed by BAS 37 provisions were recognized inthe following situation:

• When the company has a present obligation as a result of past events;• When it is probable that an out flow of resources embodying economic benefits will

be required to settle the obligation; and• Reliable estimates can be made of the amount of the obligation.

The provisions are shown in the statement of financial position at an appropriate level withregard to an adequate provision for risks and uncertainties. An amount recorded as aprovision represented the best estimate of the probable expenditure required to fulfill thecurrent obligation on the statement of financial position date.

Other provisions are valued at in accordance with BAS 37 Provisions, Contingent Liabilitiesand Contingent Assets. Other provisions comprise all realizable risks from uncertainliabilities and anticipated losses from pending transactions.

2.11 Employees Benefits

2.11.1 Employees' retiral gratuity - note 19.2

The Company operates an unfunded gratuity scheme and the provision in respect of whichis made to cover the potential obligation in respect of all its eligible employees.

2.11.2 Staff Provident fundThe company maintains a recognized provident fund @ 10% of basic pay (equallycontributed by the employee and employer) for all eligible permanent employees. The saidfund is managed by aboard of trustees. . .

2.11.3 Workers' Profit Participation and Welfare fundThe company also recognizes a provision for workers' profit participation and welfare fund© 5% of net profit before tax as per Bangladesh Labour Law, 2006.

2.12 Taxation2.121 The Company was allowed Tax holiday for a period of five years from the date ofcommencement of commercial production i.e. 10 November 1999 vide National Board ofRevenue's circular ref. 11(117)Anu:-1/2000 dated 18.09.2000. The period of tax holiday ofthe Company expired in October 2004.

2.12.2 Provision for Current Taxation has been made at prevailing rate of income tax onTaxable Profit before tax during the year 2013.

2.12.3 Provision for Deferred Taxation has been made at the ruling income tax rate appliedon the amount of temporary difference.

-(,W

2.13 Contingent liabilities and assets

Contingent liabilities are current or possible obligations, arising from past events and whoseexistence is due to the occurrence or non-occurrence of one or more uncertain futureevents, which are not within the control of the company. In accordance with BAS 37Provisions, Contingent Liabilities and Contingent Assets are disclosed in note - 25 of thefinancial statements.

2.14 Foreign Currency Translation

2.14.1 The items in foreign currencies are translated & recorded in Taka currency at therate of exchange ruling on the relevant date.

2.14.2 Monetary assets or liabilities in terms of foreign currency are translated into localcurrency at the rate ruling on the date of statement of financial position.

2.15 Revenue

In compliance with the requirements of BAS 18 "Revenue", revenue is recognized onlywhen:

• The products are invoiced and dispatched to the customers;

• Interest income is accrued on a time basis by reference to the principal outstanding atthe effective interest rate applicable.

2.16 Statement of Cash Flows

Statement of Cash Flows is prepared principally in accordance with BAS 7 "Statement ofCash Flows" and the cash flows from operating activities have been presented under directmethod.

2.17 Earning per share

The Company calculates Earning Per Share (EPS) in accordance with BAS 33 "Earning PerShare" which has been shown on the face of Statement of Comprehensive Income and thecomputation of EPS is stated in note - 33 of the financial statements.

2.17.1 Basic earnings

The Company calculates earnings for the year attributable of the ordinary shareholders. Asthere is no preference dividend, minority interest or extra ordinary items, the net profit aftertax for the year has been considered as fully attributable to ordinary shareholders.

2.17.2 Basic earning per share

This has been calculated dividing the basic earnings by the total number of ordinary sharesoutstanding at the year end.

2.18 Certain Accounting PracticesThe following expenditures are charged out to revenue as and when incurred2.18.1 Cost of office supplies, publicity materials and services on procurement.2.18.2 Charges on account of repairs and maintenance.

2.18.3 Applicable accrual in respect of creditors for supplies or services is considered onlyat the time of the year end while closing the Company's books of account.

2.19 Reporting Period

The financial period of the Company covers from January 1, 2013 to December 31, 2013.

3.2. Accumulated Depreciation - notes 2.6 & 3.1Opening balanceCharged during the year - note 3.1

Disposed during the year - note 3.1

273,671,742 249,951,515

24,643,390 23,720,227

298,315,132 273,671,742

298,315,132 273,671,742

3. PROPERTY, PLANT & EQUIPMENT3.1 Fixed Assets at Cost less Accumulated Depreciation

Amount in Taka

Fixed Assets at Cost - note 2.5 Depreciation! Amortization -note 2.6 I IWritten Down I

Addition Deletion! At I1

Charges Disposed At Value (WDV) at

2013

Particulars At January 1 during the Adjustment December 31,

2013At January ' during the during the December31 I Decemebr 31,

I I I I I Iyear during the year 2013 year year 2013 2013

Freehold LandLong Term Leasehold LandFactory & Laboratory BuildingPlant & MachineryElectrical InstallationEquipments, Fittings & ComputerTransportation EquipmentFurniture & Fixture

Total: Dcember 31, 2013

Total: Dcember 31, 2012

5,361,976 - - 5,351,976 - - - - 5.361,976

8,111.000 - - 8,111,000 1.065,080 81,929 - 1,147,009 6.963,991

98,477.193 - - 98,477,193 63,369,369 4,923,859 - 68,293,228 30183,965

148,556,570 5,963,159 - 154,519,729 142,224,479 1.166,654 - 143,391,133 11.128,596

14,352.114 226,304 - 14.578,418 14,323,712 10,193 - 14,333,905 244,513

6,506.335 537,750 - 7.044,085 5,775,479 249,115 - 6,024,594 1.019,491

93.564,086 25,345,982 - 118.910,068 45,495,777 18,188,582 - 63,684,359 55.225,709

1.570,327 92,91 - 1.663,238 1.417,846 23,058 - 1,440,904 222,334

376,499,601 32,166,106 - 400,665,707 273,671,742 24,643,390 - 290,315,132 110350,575

371,178,081 5,321,520 - 376,499,601 249,951,515 23,720,227 - 273,671,742 102,827859

2013 2012

Taka Taka

3.3. Allocation of depreciation charge - note 3.1Factory overhead - note 27.5 23,452,854 22,491,901General and administrative - note 28 1,190,536 1,228,326

24,643,390 23,720,227

2013 2012Taka I Taka

4. CAPITAL WORK IN PROGRESSLong term leasehold land

3,807,975 3,807,975Civil construction 155,017,280 140,017,280

Plant & machinery

224,996,666 197,952,107Unallocated pre-production 'revenue expenses

222,769,404 209,795,251

Jetty & conveyor belt & Others

406,970 406,970

606,998,295 551,979,583

The Capital work in progress includes all cost pertinent to the development/construction of Unit-2 and eventually whichwill be transferred to property, plant and equipments on the completion of said plant in a manner as intended by themanagement.

5. INVESTMENT - note 2.7

Investment in it's Associated Company:Aramit Thai Aluminium Limited - 5.1

(50,000 shares @ Tk 100 each fully paid in cash)

5,000,000 5,000,000Aramit Power Limited - 5.2(17,825 shares @ Tk 100 each fully paid in cash)

1,782,500 1,782,500

6,782,500 6,782,500

5.1. Aramit Thai Aluminium Limited (ATAL) has been incorporated on 14 September 2000 and has commenced itscommercial production on 25 June 2002.The Authorized share capital of the Company is 5,000,000 ordinary sharesTk 100 each and the Issued, Subscribed and Paid up capital is 1,000,000 shares © Tk 100 each. Out of this AramitCement Limited Subscribed 30,000 Shares © Tk 100 each. ATAL has issued 2 Rights Shares of face value of Tk 100each for each 3 shares held by the existing shareholders on August 29, 2012 as a result ACL now subscribed 50,000shares @ Tk 100 each i.e. shareholding position is 5%.

5.2. Aramit Power Limited has been incorporated on 28 June 2004 and has commenced its commercial production on25 June 2005.The Authorized share capital of the Company is 1,000,000 ordinary shares @ Tk 100 each and theIssued, Subscribed and Paid up capital is 71,300 shares Tk 100 each. Out of this Aramit Cement Limited

Subscribed 17,825 Shares l Tk 100 each i.e. share holding position is 25%.

6. INVENTORIESStock-in-trade - note 6.1

44,203,864 91,260,147Stores and spares

46,831,530 49,510,623

91,035,394 140,770,770

6.1. Stock-in-trade - note 6Raw materials - note 27.1Packing materials - note 27.2Work-in-process - note 27Materials in transit:

Raw MaterialsSpare Parts

31,010,114 79,946,923

2,784,447 1,968,640

2,125,692 8,427,760

8,225,866 -

57,745 916,824

44,203,864 91,260,147

7. TRADE DEBTORSSecured:

Dealers

Unsecured:DealersNon dealers

156,956,429 122,277,610

140,903,216 176,219,476

297,859,645 298,497,086

298,503,853 299,142,030

2013 2012Taka I Taka

644,208 644,944

8. ADVANCES, DEPOSITS AND PREPAYMENTSAdvances - note 8.1

187,507,545 206,816,590Deposits - note 8.2

1,246,500 1,246,500Prepayments - note 8.3

776,984 799,878

189,531,029 208,862,9688.1 Advances - note 8

For Income Tax 68,089,597 62,687,225For Value Added Tax - VAT

62,329,758 92,627,364For supplies - note 8.4

54,185,074 50,399,136For Others 2,788,875 977,890For employees 114,241 124,975

187,507,545 206,816,5908.2 Deposits - note 8

Power Development Board

1,200,000 1,200,000For Telecommunication (BTCL)

38,500 38,500

BOC Bangladesh Limited

8,000 8,000

1,246,500 1,246,5008.3 Prepayments - note 8

Insurance 756,401 586,795Advertisement 6,000 198,500WASA 14,583 14,583

776,984 799,878

8.4 Advance for supplies include a net sum of Tk. 29,242,079 being on account payment to NorthSouth Transport Limited in order to help meet their Lease finance obligation to Lessor on account ofseventeen trucks. These Trucks are absolutely used for transportation of clinker from port as well astransfer of finished products to dealers & non-dealers of the Company.

9. DUE FROM ARAMIT FOOTWEAR LIMITED (AFL)Opening balance 104,376,568 68,711,831Fund extended during the period 33,550,696 44,782,777

137,927,264 113,494,608Re-paid! adjusted during the period (657,301) (9,118,040)Closing balance 137,269,963 104,376,568

Short term loan extended by Aramit Cement Limited to Aramit Footwear Limited based on Compay's Board's

decision, wherein it was decided to treat the financing provided to AFL as short term loan carrying interest

15.50% per annum on monthly opening product with effect from 01 January 2006 to 30 September 2010 and

interest © 13 % per annum from 01 October 2010 as per Board's decision dated 30 September 2010 and no

interest is charged from 01 January 2011 as per Compay's Board's decision dated 13 October 2011.

- -

__7

2013 2012Taka Taka

10. DUE FROM ARAMIT POWER LIMITED (APL)Opening balance 58269,727 55,253,416Fund extended during the year 28,987,038 24,843,763

87,256,765 80,097,179Interest earned during the year - note 31 7,627,633 7,236,777

94,884,398 87,333956Re-paid / adjusted during the year (28,369,208) (29,064,229)

Closing balance 66,515,190 58,269,727

Represents short term loan extended by Ararnit Cement Limited to Aramit Power Limited including interest @15.50% perannum on monthly opening product with effect from 1 January 2006 to 30 September 2010 and interest @ 13 % from 01October 2010.

11. DUE FROM ARAMIT THAI ALUMINIUM LIMITED (ATAL)Opening balance 4.528.244 6,092,821

Fund received during the year 16,515,978 623,181

21,044,222 6,716,002Interest earned during the year - note 31

1,071,056 677,91822,115,278 7,393,920

Re-paid I adjusted during the year (2 1 061,674) (2,865,676)

Closing balance 20,053,604 4,528,244

Represents short term loan extended by Aramit Cement Limited to Aramit Thai Aluminium Limited based on respectiveCompany's Board's decision carrying interest @10% per annum on monthly opening product with effect from 1 January2001 to 30 September 2010 and interest @13% from 01 October 2010.

12. DUE FROM ARAMIT STEEL PIPES LIMITED (ASPL)Opening balance 6,542.725 5,859,756

Fund extended during the year 64,040 72,543

6,606,765 5,932,299Interest earned during the year - note 31

904,055 803,452

7,510,820 6,735,751

Re-paid / adjusted during the year (35,182) (193,026)

Closing balance 7,475,638 6,542,725

Represents short term loan extended by Aramit Cement Limited to Aramit Steel Pipes Limited including interest @15.50%per annum on monthly opening product with effect from 1 January 2006 to 30 September 2010 and interest © 13% from 1October 2010.

13. DUE FROM ARAMIT ALU COMPOSITE PANELS LIMITED (AACPL)Opening balanceFund extended during the year

Interest earned during the year - note 31

Re-paid I adjusted during the yearClosing balance

14. OTHER RECEIVABLESInsurance claim receivableReceivable for sale of fixed assetsOthers

15. CASH AND BANK BALANCESBalances with scheduled banksCurrent accountsFixed Deposit Receipts (FDR)Short term deposits (STD)

Cash in hand

34,684,023 23,942,096

6,972 6,780,187

34,690,995 30.722,283

4,786,832 3,994,390

39,477,827 34,716,673

(24,769) (32,650)

39,453,058 34,684,023

3,500,000 3,500,000

6,050 6,050

40,905 40,905

3,546,955 3,546,955

6,508,262 9,179,146

1,748,689 9,953,283

795,500 1,441,248

9,052,451 20.573,677

171,671 41,449

9,224,122 20,615,126

16. SHARE CAPITAL16,1. Authorized

50000,000 Ordinary Shares of Tk 10 each

16.2. Issued, subscribed and paid-upPaid-up in cash

13,500,000 Ordinary Shares of Tk 10 eachFor consideration other than cash

500,000 Ordinary Shares of 1k 10 each

14,000000 Ordinary Shares of Tk 10 each

Isued as Bonus Share

2,940,000 Ordinary Share of Tk 10 Each

16,940,000 Ordinary Share of Tk 10 Each

16.3. Position of share holding

2013 2012

Taka I F Taka

500,000,000 500,000,000

135,000,000 135,000,000

5,000,000 5,000,000

140000,000 140,000,000

29,400,000 29,400,000

169,400,000 169,400,000

31.12.2013 31.12.2012Taka Taka

19.29 32,670,000 19.29 32,670,000

15.00 25,410,000 15.00 25,410,000

5.00 8,470,000 5.00 8,470,000

3.57 6,050,000 3.57 6,050,000

42.86 72,600,000 42.86 72,600,000

25.08 42,482,990 24.75 41,932,500

32.06 54,317,010 11 32.39 11 54,867,500

57.14 96,800,000 57.14 96,800,000

100.00 169,400,000 100.00 169,400,000

16.4. The details of the above share holdings are as follows:

I No. of shares as I Movement of shares issued 1 Share capital inat January 01, during the period 1 No. of shares

Taka as atName of the shareholders 2013 I las at December III

(Face value Tk II In cash Bonus shares 1 31, 2013 December

10) 31, 2013 II II II IIAramit Limited 3,267,000 - - 3,267,000 32,670,000Directors & others 2,541,000 - - 2,541,000 25,410,000Bangladesh Development Bank Ltd. 847,000 - - 847,000 8,470,000Investment Corporation of BD. 605,000 - - 605,000 6,050,000General Public 9,680,000 - - 9,680,000 96,800,000

16,940,000 - - 16,940,000 169,4001000

16.5 Classification of shareholders by holdings: I 31.12.2013 31.12.2012

No. of No. of % of % ofShareholding Range Shareholders Shares Holdings Holdings

Sponsors:Aramit LimitedDirectors & othersBangladesh Development Bank Ltd.Investment Corporation of Bangladesh

General Public:InstitutionsOthers

Less than 500 Shares501 Shares to 5,000 SharesFrom 5,001 Shares to 10,000 SharesFrom 10,001 Shares to 20,000 SharesFrom 20,001 Shares to 30,000 SharesFrom 30,001 Shares to 40,000 SharesFrom 40,001 Shares to 50,000 SharesFrom 50,001 Shares to 100,000 SharesFrom 100,001 Shares to 1,000000 SharesMore than 1,000,000 Shares

1,064 144,055 0.85 0.60

1,975 2,505,023 14.79 11.12

102 744,529 4.40 3.37

53 758,470 4.48 3.79

18 386,680 2.28 2.15

12 417,910 2.46 2.18

1 50,000 0.29 1.60

13 952,350 5.62 4.39

8 2,107,160 12.44 26.17

4 8,873,823 52.39 44.64

3,250 16,940,000 100.00 100.00

- -

2013 2012Taka Taka

17. GENERAL RESERVE 26,000,000 26,000,000

26,000,000 26,000,000

As per 21 Board meeting dated May 20, 2001 an aggregate amount of Taka 30,000,000 transferred from accmulatedprofit to General Reserve from which an amountig to Taka 4,000,000 had been utilised for the purpose of payingdividend in unavoidable adverse situation ( year 2002) to general shareholder other than sponsor shareholder inpersuant to 31 Borad meeting held on April 29, 2003.

18. TERM LOAN & LEASE FINANCEDue within one year 268,634,799 208,799,388

Due after more than one year 2,076,106 4,684,613

270,710,905 213,484,001

A) Fareast Finance & Investment LimitedDue within one year 1,826,400 9,755,853

Due after more than one year 2,076,106 4,100,386

3,902,506 13,856,239

The Company has a countervailing lease agreement with Fareast Finance & Investment Limited which is an operatinglease with following particulars:

(i) Repayment Term was 48 months(ii) Interest rate 20% p.a. on arrer basis(iii) Principal amount of finance: Tk 5,000,000 - will paid till 28.05.2016: Tk 152,200 per month(iv) Security

- Post dated cheques- Corporate Guarantee from Aramit Limited- Personal Guarantee of directors

B) National Credit and Commerce Bank Limited (NCCBL)Due within one year 184,466,596 170,197,849

184,466,596 170,197,849

C) National Credit and Commerce Bank Limited (NCCBL) 39,925,128 4,064,520Due within one year - 584,227Due after more than one year 39,925,128 4,648,747

Mortgage of land measuring 3.03 acres (Tk 30,000,000), second charge on plant & machinery (Tk 20,000,000) since 1stcharge created by Investment Corporation of Bangladesh (ICB), 1st charge on stores & spares (Tk 10.000,000), rawmaterials and finished goods (Tk 20,000,000) and fixed & floating assets (Tk 10,000,000). In addition 1st charge on fixedand floating assets of the Company relating to development I expansion unit to the extent of Tk 180,000,000 for LongTerm Loan facilities from National Credit and Commerce Bank Limited, Khatungonj Branch, Chittagong.Share certificate of Aramit Limited issued in favour of Asif Steel Limited - face value of such share certificate is Tk3,993,610 (399,361 number of shares of 1k 10 each) and in favour of Javed Steel Mills Limited - face value of suchshare certificate is Tk 7,987,170 (798,717 number of shares of Tk 10 each) - was deposited with National Credit andCommerce Bank Limited, Khatungonj Branch, Chittagong as lien against Long Term Loan facilities.

Assets of Aramit Limited to the extent of Tk 40,000,000 (1k 10,000,000 on stores & spares, Tk 10,000,000 on rawmaterials and finished goods and 1k 20,000,000 on fixed and floating assets) has been mortgaged as first charge infavour of National Credit and Commerce Bank Limited, Khatungonj Branch, Chittagong for Long Term Loan facilities ofACL.Share certificate of Aramit Cement Limited issued in favour of Mr. Saifuzzaman Chowdhury - face value of such sharecertificate is 1k 20,920,000 (209,200 number of shares of 1k 100 each) as lien against Long Term Loan facilities withNCCBL.Registered mortgage of factory land measuring 57.80 decimal having value of Tk 7,225,000 for Long Term Loan facilitieswith NCCBL.

0) Bank AsiaDue within one year

(i) Total Loan Facilities: Taka 13.61 Million(ii) Repayment Term 36 months(iii) Interest rate 12% p.a.(iv) Security:

- Post dated cheques- Documents of title of goods- Hypothecation of book debts & Receivables

E) State Bank of IndiaDue within one year

1,601,262 6,363,277

1,601,262 6,363,277

40,815,413 18,417,889

40,815,413 18,417,889Security:The same securities ranking pari-passu with NCCBL were given for this facilities along with post dated chequesfavouring State Bank of India (SBI).

19. DEFERRED LIABILITY

19.1 Deferred Income Tax - note 2.12.3Opening BalanceAdd: Deferred tax (Income)/Expenses during the yearClosing Balance

19.2 Employees retiral gratuity - note 2.11.1Opening balanceProvided during the year

Paid during the yearClosing Balance

20. REDEEMABLE DEBENTURESCurrent portionLong Term portion

The break up:

InstitutionsPrincipalInterest

Public

21. CREDITORS AND ACCRUALSFor Other finance - note 21.1For SuppliesFor Revenue expensesFor Capital expenditures - note 21.2Workers profit participation & welfare funds

21.1 Other finance - note 21Customers credit balancesSecurity deposit refundable - dealers & contractorsTax & VAT deduction at source payableProvision for current taxationProvision for doubtful debtsProvident Fund (Employees portion)

21.2 Capital expenditures - note 21Plant & machineryErection & installation

2013 2012Taka I Taka

9,610,216 12,024,201

(6,695,450) (2,413,985)

2,914,766 9,610,216

10,236,820 9,589,101

2,991,746 2,152,957

13,228,566 11,742,058(596,550) (1,505,238)

12,632,016 10,236,820

20,947,632 36,868,214

20,947,632 36,868,214

5,317,714 20,269,205

877,304 1,846,395

6,195,018 22,115,600

14,752,614 14,752,614

20,947,632 36,868,214

34,882,475 48,146,970

377,169,863 400,734,102

8,604,990 18,939,988

654,747 654,747

3,550,495 4,457,512

424,862,571 472,933,319

- 12,555,305

2,125,000 1,930,000

11,936,989 8,622,115

17,331,871 21,540,668

1,659,312 1,659,312

1,829,303 1,839,570

34,882,475 48,146,970

636,565 636,565

18,182 18,182

22. SHORT TERM LOANBank Overdraft & LTRNational Credit and Commerce Bank Limited-noteJamuna Bank Limited - note 22.4State Bank of India - note 22.5Bank Asia Limited - note 22.6Social Islami Bank Limited - note 22.7First Securities Islami Bank Limited - note 22.8

2013 2012Taka I Taka

22.1, 22.2 & 22.3 212,287,806 266,825,443

61,375,063 6,282,491

66,253,263 120,017,290

58,779,501 437699,519

48,955,295 -

11,131,537 -

458,782,466 436,824,743

22.1 The facility from National Credit and Commerce Bank Limited (NCCBL) was secured against mortgage of

land measuring 3.03 acres (Tk 30,000,000), second charge on plant & machinery (Tk 20,000,000) since 1st

charge created by Investment Corporation of Bangladesh (ICB), 1st charge on stores & spares (Tk

10,000,000), raw materials and finished goods (Tk 20,000,000) and fixed & floating assets (Tk 10,000,000).

In addition 1st charge on fixed and floating assets of the Company relating to development! expansion unit

to the extent of Tk 180,000,000 for Term Loan facilities from NCCBL, Khatungonj Branch, Chittagong.

22.2 Share certificate of Aramit Limited issued in favour of Asif Steel Limited - face value of such share certificateis Tk 3,993,610 (399,361 number of shares of Tk 10 each) and in favour of Javed Steel Mills Limited - facevalue of such share certificate is Tk 7,987,170 (798,717 number of shares of Tk 10 each) - was depositedwith National Credit and Commerce Bank Limited, Khatungonj Branch, Chittagong as lien against TermLoan facilities.

22.3 Assets of Aramit Limited to the extent of Tk 40,000,000 (Tk 10,000,000 on stores & spares, Tk 10,000,000

on raw materials and finished goods and Tk 20,000,000 on fixed and floating assets) has been mortgaged

as first charge in favour of National Credit and Commerce Bank Limited, Khatungonj Branch, Chittagong for

Term Loan facilities of ACL.

22.4 LTR with Jamuna Bank Limited, Agrabad Branch, Chittagong secured against Personal Guarantee of Mr.Saifuzzaman Chowdhury and Ms. Rukhmila Zaman and Corporate Guarantee of Aramit Group and postdated cheques.

22.5 Term loan and LTR with State Bank of India, Chittagong secured against equitable mortgage of 0.065 acre

of land belonging to Mr. Saifuzzaman Chowdhury, corporate guarantee of Aramit Limited, registered

hypothecation of stocks (raw materials imported through SBI), other stocks, receivables, spares, book debts,

accessories and other current assets, plant and machinery and registered mortgage of project land of the

company on first ranking pari-passu basis with NCCBL

22.6 LTR with Bank Asia Limited, - Agrabad Branch, Chittagong against hypothecation of goods and Book debts

charge on all fixed and floating assets, personal guaranty of Mr.Saifuzzaman Chowdhury, Mrs. Rukhmila

Zaman and Mr. S.M. Jamal Ahmed, personal guaranty of directors, post dated cheques.

22.7 LTR with Social Islami Bank Limited in Jubilee Road Branch, chittagong against personal guarantee ofdirectors, post dated cheques.

22.8 LTR with First Secuirity Bank Limited, Agrabad Branch, Chittagong against hypothecation of raw materials,personal gurantee of directors, post dated cheque and corporate guarantee of Aramit Group.

24. DIVIDEND24.1 UNCLAIMED DIVIDENDYear wise breakup

Interim - 2000Final -2000Final -2001Final -2002Final -2007Final -2009Final -2012

24.2 PROPOSED DIVIDENDProposed dividend

96,180 96,180

70,740 70,740

538,590 538,590

795,425 795,425

2,693,474 2,693,474

461,446 461,446

4,141,227 -

8,797,082 4,655,855

- 16,940,000- 16,940,000

2013 2012Taka Taka

23. DUE TO ARAMIT LIMITED (AL)Opening balance

110,089,676 100,333,500Fund received during the year

47,095,648 59,507,010

157,185,324 159,840,510Interest charged during the year - note 30

11,104,212 10,418,068

168,289,536 170,258,578Re-paid I adjusted during the year

(55,924,962) (60,168,902)

Closing balance 112,364,574 110,089,676

Short-term loan extended by Aramit Limited (AL) to Aramit Cement Limited (ACL) based on respective

Company's Board's decision wherein it was decided to treat the financing provided to ACL as short-term

loan carrying interest @ 10% per annum from January 1996 to August 2005 and thereafter 5%

computed on the monthly opening product and further interest @ 13% from 01 October 2010 and

furthermore interest @ 10% from 01 January 2011.

25. CONTINGENT LIABILITIES AND COMMITMENTS

25.1 There were no claims legal or otherwise, not acknowledged as debt, outstanding as of the statementof financial position date.

25.2 There is no bank guarantee as of the statement of financial position date.

2013 2012Taka Taka

26. REVENUE26.1 The make-up

Gross Proceeds from sales:LocalExport

Deductions there from:Value Added Tax (VAT)

26.2 Analysis there ofThrough dealersNon dealersInstitution and OthersExport

27, COST OF GOODS SOLDRaw materials - note 27.1Packing materials - note 27.2Factory overhead - note 27.5Opening work in processClosing work in process - note 6.1

27.1 Raw materials consumed - notes 27 & 27.4Opening inventoryPurchase during the year - note 27.3.1Raw materials available for useClosing inventory - note 6.1

27.2 Packing materials consumed - notes 27 & 27.4Opening inventoryPurchase during the year - note 27.3.2Packing materials available for useClosing inventory - note 6.1

27.3 Material Purchase - costs & direct charges27.3.1 Raw materials - note 27.1

ImportedIndigenous

27.3.2 Packing materials - note 27.2Indigenous

836,667,706 1,017,960,086

143,868,050 216,915,264

980,535,756 1,234,875,350

1109,130,570) (132,777,402)

871,405,186 1,102,097,948

346,165,278 438,760,558

242,718,889 272,086,399

138,652,969 174,335,727

143,868,050 216,915,264

871,405,186 1,102,097,948

500,141,782 719,190,289

48,678,839 62,187,038

121,357,860 107,710,027

8,427,760 6,849,315

(2,125,692) (8,427,760)

676,480,549 887,508,909

79,946,923 72,358,547

451,204,973 726,778,665

531,151,896 799,137,212

(31,010,114) (79,946,923)

500,141,782 719,190,289

1,968,640 1,010,793

49,494,646 63,144,885

51,463,286 64,155,678

(2,784,447) (1,968,640)

48,678,839 62,187,038

412,336,615 660,136,378

38,868,358 66,642,287

451,204,973 726,778,665

49,494,646 63,144,885

27.4 Analysis of materials consumed - notes 27, 27.1 & 27.2

2013

2012

Quantity (MI) Taka

Quantity (MT) Taka

Clinker

Slag

Gypsum

Paper Bags No.

Total

116,617 435,246,426 153,828 640,474,940

18,302 57,042,400 25,299 72,570,966

2,485 7,852,955 1,900 6,144,383

137,404 500,141,781 181,027 719,190,289

2,190,686 48,678,840 3,000,749 62,187,038

548,820,621 781,377,327

27.5 FACTORY OVERHEAD - note 27

Personnel expenses:

Salary, wages and allowances

Overtime

Bonus

Casual labour

Gratuity - note 19.2

Provident fund

Welfare and benefits

Depreciation - note 3.3

Electricity

Stores consumption

Vehicle running expenses

Repairs and maintenance

Entertainment

Factory insurance

Rates, taxes & renewal fees

Carrying & handling

Office supplies & stationery

Traveling and conveyance

Testing fee

Generator running expenses

Telecommunication expenses

Newspapers & periodicals

Postage & courier

15,889,917

14,687,977

5,495,313

4,387,074

2,277,721

1,368,076

3,154,951

2,944,117

1,578,858

1,448,869

784,432

748,821

320,999

371,878

29,502,191 25,956,812

23,452,854 22,491,901

37,421,764 34,469,661

13,943,045 9,989,847

8,041,038 7,609,808

2,070,847 1,664,494

1,248,839 624,161

2,401,450 2,217,856

1,719,038 1,453,023

133,550 108,544

425,487 494,658

711,573 324,389

73,387 167,167

102,006 12,856

100,796 93,633

8,480 11,326

1,515 19,891

121,357,860 107,710,027

28. GENERAL AND ADMINISTRATIVE EXPENSES

Personnel expenses:Salary and allowancesOvertimeBonusCasual LabourGratuity - note 19.2Provident fundWelfare and benefits

Office rent, rates & renewal feesAGM expensesLegal & professional feesDepreciation - note 3.3Telephone & faxTrustee fee for Redeemable DebentureVehicle running expensesEntertainmentSubscriptionTraveling and conveyanceOffice supplies & stationeryDonationRepairs and maintenanceAdvertisementUtility expenses - Dhaka Share officeDirector's feesAudit feesInsurancePostage & courierBoard meeting expensesNewspapers & periodicalsUniform & Liveries

2013 2012

Taka Taka

9,467,709 8,754,077

715,975 792,841

927,029 552,866

238,603 329,482

836,993 460,729

341,672 305,310

190,085 200,863

12,718,066 11,396,168

3,839,294 3,722,128

886,194 900,247

528,341 230,667

1,190,537 1,228,326

230,533 207,756- 213,800

729,901 831,062

515,858 279,799

562,000 596,544

427,940 325,889

407,197 222,977

435,320 315,218

283,029 16,275

439,565 420,610

9,128 86,180

302,400 337,000

70,000 70,000

172,854 246,060

29,928 9,228

248,574 77,016

15,994 10,462

319,755 -

24,362,408 21,743,412

29. SELLING AND DISTRIBUTION EXPENSESPersonnel expenses:

Salary and Allowances

4,634,392 3,863,314Overtime

191,053 239,865Bonus

518,727 389,296Gratuity - note 19.2

591,947 415,399Provident fund

254,354 225,793Welfare & benefits

42,405 66,255

6,232,878 5,199,922Expenses for Export Sales

17,970,975 18,733,274

Advertisement

2,775,242 2,391,218Vehicle running expenses

2,176,152 1,980,957Entertainment

748,666 699,417Office supplies & stationery

51,047 74,586

Traveling and conveyance

434,859 411,640Telephone

101,099 103,294Insurance

55,237 83,815Postage and courier

18,646 7,132

30,564,801 29,685,255

30. FINANCIAL EXPENSESBank interestInterest on debenturesInterest on loan from Aramit Limited - note 23Bank charges

31. OTHER OPERATING INCOMEInterest earned on:Short term loan to Aramit Power Limited - note 10Short term loan to Aramit Thai Aluminium Limited - note 11Short term loan to Aramit Steel Pipes Limited - note 12Short term loan to Aramit Alu Composite Panels Limited - note 13Interest income on FDR & STD

32. NET ASSETS VALUE PER SHARENet Assets Value per Share (Basic)

33. EARNING PER SHARE (EPS)Earning per share (Basic)

34. OPERATING CASH FLOW PER SHAREOperating cash inflow! (outflow) per share (Basic)

2013 2012Taka IETaka

85,271,551 88,819,980

461,494 2,139,264

11,104,213 10,418,068

814,671 677,455

97,651,929 102,054,767

7,627,633 7,236,777

1,071,056 677,918

904,055 803,452

4,786,832 3,994,390

189,506 265,299

14,579,082 12,977,836

16.22 13.65

2.56 3.03

4.21 7.33

35. RELATED PARTY TRANSACTIONSThe Company carried out a number of transactions with related parties in the normal course of business on armslength basis.

SI No. Name of the Party Relation Nature of Transaction 2013 2012

Associated

Taka TakaSale of Finished Product

1 Aramit Limited - note 23Company Short-term loan facilities (112,364,574) (110,089,676)

availed with interest

Aramit Thai Aluminium Associated Sale of Finished Product2

Limited - note 11 Company Short-term loan facilities 20,053,604 4,528,244allowed with interest

Aramit Footwear Limited - Associated Short-term loan facilitiesNote 9 Company allowed with interest 137,269,963 104,376,568

Aramit Power Limited - Associated Short-term loan facilities

note 10 Company allowed with interest and 66,515,190 58,269,727purchase of services

Aramit Steel Pipes Limited Associated Short-term loan facilities 7,475,638 6,542,725- note 12 Company allowed with interestAramit Alu Composite Associated Short-term loan facilities 39,453,058 34,684,0236 Panels Limited - note 13 Company allowed with interestNorth South Transport Associated Financing and purchase of 29,242,079 31,891,975Limited - note 8.4 Company service

2013 2012Taka Taka

36. AUDITOR'S REMUNERATIONAudit Fee - Statutory

37. NUMBER OF EMPLOYEESEmployees drawing salary above 1k 3,000 per monthEmployees drawing salary 1k 3,000 or below per month

70,000 70,000

70,000 70,000

Persons Persons

147 140

Total 147 141

38. REMUNERATION OF DIRECTORS, MANAGERS, EXECUTIVES & OFFICERS

December 31, 2013

December 31, 2012

Managing Other Managing Other

Director Executives Total

Director Executives Total

Particulars Taka Taka Taka

Taka Taka Taka

Salaries and allowances 2,400,000 16,114211 18,514,211 2,400,000 13,654,222 16,054,222

Medical expenses - 235,335 235,335 - 222,809 222,809

2,400,000 16,349,546 18,749,546 21400,000 13,877,031 16,277,031

In 2013 there were 147 number of employees and in 2012 there were 141 number of employees - excluding ManagingDirector.

The Executive Director, General Manager (Commercial) and one Executive of Aramit Limited who over-see & work, assuch, for the Company (ACL) have been remunerated on a monthly lump sum basis.

The General Manager (Accounts) and General Manager (Operation) are each provided, primarily for the Company'sbusiness, with a chauffeur driven car at the Company's cost.

Company (ACL) reimburses the Chief Financial Officer and General Manager (Operation) residential telephone chargesup to a set limit as being incurred for the Company's business.

39. CAPACITY & PRODUCTION

Production Capacity (In M. Ton)Actual Production (In M. Ton)Capacity Utilization (%)

40. EVENT AFTER THE REPORTING PERIOD

The Board of Directors in their meeting held on 10 March, 2014 recommended 10% Cash dividend for the year ended

December 31, 2013 which is subject to approval of the shareholders in the ensuing Annual General Meeting.

2013

2012

M. Ton

M. Ton210,000

210,000138,784

179,48566.09

85.47

41. GENERAL

41.1 Wherever considered necessary, previous period's figures & phrases have been re-arranged to conform to thisperiod's presentation.

41.2 The amounts in these financial statements have been rounded off to the nearest Taka.

41.3 Bracket figure denotes negative.

COMPANY SECRETARY DIRECTOR

CHIEF EXECUTIVE OFFICER

Signature of Shareholder(s) Signature of

Proxy

Folio/B.0 ID No

No. of Shares

RevenueStamp

of Tk 10.00

Date

PROXY FORM

I / We of

being shareholder(s) of Aramit Cement Limited and entitled to

vote hereby appoint Mr./Mrs./Miss

as my / our proxy to attend and vote for me /us and on my! our behalf at the 18th Annual General Meeting of

the Company to be held on Thursday, 10 April 2014 and adjournment thereof and the poll that may be taken

in consequence thereof.

As witness my! our hand this

day of

2014.

Signature of Witness

(Signature of Shareholder (s) must in accordance with specimen signature with the Company)

ATTENDANCE

I hereby record my presence at the 18th Annual General Meeting of Aramit Cement Limited at Hotel Saint

Martin, Agrabad, Chittagong on Thursday, 10 April 2014, at 12:00 pm.

Full Name of the Shareholder

(in block letter)

Register Folio/B.0 ID No. holding of

Ordinary

Shares of Aramit Cement Limited.

Signature of Shareholder(s)

(SHAREHOLDERS ARE REQUESTED TO HAND OVER THE ATTENDANCE SLIP AT THE ENTRANCE OF THE MEETING HALL)

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'368 Tel (88 02) 9887176,9881095

583 Fax :(88 02) 9851551

ad@aramltgroup.com E-mail : shares@aramitgroup.com

www.aramitgroup.com