BAR2012 (2).PDF

Annual Report2012

Annual R

eport 2012

Being the absolute leader in the paint industry of Bangladesh, Berger Paints Bangladesh Limited believes in sustainable business. We are concerned about the various environmental and social issues of the country to improve the quality of our lives and in respect of that, we have introduced paints that are eco-friendly. This year’s annual report is a reflection of our initiative and responsibility towards the environment.

Annual Report 2012

visionTo be the most preferred brand in the industry ensuring consumer delight.

missionWe shall increase our turnover by 100 percent in every five years. We shall remain socially committed ethical company.

our spiritOur customers are our partnersOur people are our strengthOur shareholders are our foundationsWe proudly bring inspiration, strength and colour to communities through affiliation with our customers

our corporate objectiveOur aim is to add value to life, to outperform the peers in terms of longevity, customer service, revenue growth, earnings and cash generation.

We will be the employer of choice for all existing and future employees.

our strategyOur strategy is to build long-term partnerships with the customers/consumers. With their support, we aim to maximize the potential of our business- through a combination of enhanced quality of product, service, creative marketing, competitive pricing and cost efficiency.

contentsThe Company ......................................................................................................... 15

Locations ............................................................................................................... 17

Board of Directors & Executive Management Team ....................................................... 19

Biography of the Directors ......................................................................................... 21

Transmittal Letter ..................................................................................................... 25

Notice .................................................................................................................... 27

Directors’ Report ..................................................................................................... 29

Audit Committee Report ........................................................................................... 43

Certificate on Corporate Governance ........................................................................... 44

Value Added Statement ............................................................................................ 45

Auditors’ Report and Audited Financial Statements ........................................................ 47

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KjrLãTPhr k´KfPmhj S KjrLKãf IJKgtT KmmreL .......................................................... 79

Subsidiary Profile ..................................................................................................... 85

Events .................................................................................................................... 91

Proxy Form & Attendance Slip ................................................................................... 99

The CompanyBerger is one of the oldest names in the paint industry and the

country’s major specialty paints business with products and

ingredients dating back more than 250 years. Louis Berger, a

German national, founded dye and pigment making business in

England in 1760. Louis Berger & Sons Limited grew rapidly with a

strong reputation for innovation and entrepreneurship, culminating

in perfecting the process of making Prussian Blue, a deep blue

dye– a color widely used for the uniforms of many European

armies. Production of dyes and pigments evolved into production

of paints and coatings, which till today, remains the core business

of Berger. The company grew rapidly by establishing branches all

over the world and through mergers and acquisitions with other

leading paint and coating manufacturing companies.

Berger has been involved in the paint business in this part of

the world since 1950, when paints were first imported from

Berger UK and subsequently, from Berger Pakistan. In 1970,

Berger Paints Bangladesh Limited (BPBL), erstwhile Jenson

& Nicholson, had set up its paint factory in Chittagong. The

shareholders were Jenson & Nicholson (J & N), Duncan Macneil

& Co. Limited and Dada Group. Duncan Macneil subsequently

sold their shares to the majority shareholder J & N Group. The

Dada Group’s share was ultimately vested with the Government

of the Peoples’ Republic of Bangladesh after the independence

of the country in 1971. The name of the company was changed

from J & N (Bangladesh) Limited to Berger Paints Bangladesh

Limited on January 1, 1980. In August 2000, J & N Investment

(Asia) Limited purchased the Government shareholding. In

December 2005, the company issued 5% shares to the public

and listed with Dhaka Stock Exchange (DSE) and Chittagong

Stock Exchange (CSE).

With the entry of Berger Paints into the Bangladesh market, the

country has been able to benefit from more than 250 years of

global paint industry experience. Over the decades, Berger has

evolved to become the leading paint solutions provider in this

country and has diversified into every sphere of the industry– from

Decorative Paints to Industrial, Marine and Powder Coatings.

Berger has invested more in technology and Research &

Development (R&D) than any other manufacturer in this market.

It sources raw materials from some of the best known names

in the world: MITSUI, MOBIL, DUPONT and BASF, to name a

few. The superior quality of Berger’s products has been possible

because of its advanced plants and strict quality controls equal

to the best international standards. Investment in technology and

plant capacity is even more evident from the establishment of

Powder Coating and Emulsion plants at the Dhaka factory. The

state-of-the-art Dhaka factory is an addition to Berger’s capacity,

making it the paint giant in Bangladesh.

With its strong distribution network, Berger has reached almost every corner of Bangladesh. The nationwide dealer network, supported by nine sales depots strategically located at Dhaka, Chittagong, Rajshahi, Khulna, Bogra, Sylhet, Comilla, Mymensingh and Barisal has enabled them to strategically cater to all parts of the country.

The product range includes specialized outdoor paints to protect against adverse weather conditions, Color Bank, Superior Marine Paints, Textured Coatings, Heat Resistant Paints, Roofing Compounds, Epoxies and Powder Coatings. In each of these product categories, Berger has been the pioneer. Berger also provides customer support; connecting consumers to technology through specialized Home Decor service; giving free technical advice on surface preparation, color consultancy, special color schemes etc. To bolster customer satisfaction, Berger launched Breathe Easy- the first odourless paint solution in Bangladesh. The company also maintained Innova Wood Coating, PowerBond adhesive and TexBond textile chemicals to cater to the needs of the customers.

As part of the company’s endeavor for excellence and better service, Berger has expanded its operations to manufacture coil coatings through its joint venture with Becker Industrial Coatings Holding AB, Sweden named- Berger Becker Bangladesh Limited.

Apart from business, being a responsible corporate citizen, Berger Paints Bangladesh Limited has been promoting the young and creative talents of the country through Berger Young Painters’ Art Competition (BYPAC), Berger Award for Excellence in Architecture (BAEA), Berger Awards Programme for Students of Architecture of BUET (BASAB), Khulna University Architecture Department-Berger (KUAD-BERGER) Award etc. Berger Paints has added another dimension to its social responsibilities by contributing to the well being of autistic children in Bangladesh since 2009.

LocationsREGISTERED OFFICEBerger HouseHouse No. 8, Road No. 2, Sector No. 3 Uttara Model Town, Dhaka-1230

CORPORATE OFFICEBerger HouseHouse No. 8, Road No. 2, Sector No. 3 Uttara Model Town, Dhaka-1230Phone: 02-8953665; Fax: 02-8951350 E-mail: [email protected] Site: www.bergerbd.com

DHAKA FACTORY102, Mouja-Taksur, Nabinagar, Savar, DhakaPhone: +880 (2) 7791964Fax: +880 (2) 7708091

CHITTAGONG FACTORY27-D, FIDC RoadKalurghat Heavy Industrial AreaChittagong-4212Phone: +880 (31) 670472Fax: +880 (31) 671639

POWDER COATING PLANT102, Mouja-Taksur, Nabinagar, Savar, DhakaPhone: +880 (2) 7708450Fax: +880 (2) 7708091

EMULSION PLANT102, Mouja-Taksur, Nabinagar, Savar, DhakaPhone: +880 (2) 7708450Fax: +880 (2) 7708091

DHAKA SALES OFFICE272, Tejgaon Industrial Area, Dhaka-1208Phone: 02-8870233-44 (Hunting)02-9892708, 02-9897847Fax: 02-8825770Email: [email protected]

CHITTAGONG SALES OFFICE43/3, Chatteswari RoadGPO Box No. 353, Chittagong-4000Phone: 031-618807, 615893-4Fax: 031-620507

SYLHET SALES OFFICE70, Antarango, Shahi Eidgah (Supply Road)Kazitulla, Sylhet-3100Phone: 0821-712215

KHULNA SALES OFFICE2, KDA Approach RoadSonadanga, Khulna-9000Phone: 041-722262

BOGRA SALES OFFICE31, Piari Sanker StreetKatnar ParaBogra-5800Phone: 051-62567

COMILLA SALES OFFICE214, Ashrafpur, EPZ RoadComilla-3500Phone: 081-63403

RAJSHAHI SALES OFFICE520, TalaimariGhoramara, Boalia, RajshahiPhone: 0721-773512

MYMENSINGH SALES OFFICE304, MashkandaMymensinghPhone: 091-51754

BARISAL SALES OFFICE2157, South ShagordiHazi Bari Road, BarisalPhone: 0431-72030, 0431-72031

BERGER HOME DECOR (BANANI)House-24 (1st Floor), Road-11Block-F, Banani, DhakaPhone: 9872428E-mail: [email protected]

BERGER HOME DECOR (DHANMONDI)House-39/B (New), Road-16 (New)Dhanmondi, Dhaka-1207Phone: 8126669E-mail: [email protected]

BERGER HOME DECOR (UTTARA)House-46, Rabindra Sarani, Sector-07Uttara Model Town, Dhaka-1230Phone: 8918250E-mail: [email protected]

SUBSIDIARY COMPANYJenson & Nicholson (Bangladesh) Limited70, East Nasirabad Industrial AreaBaizid Bostami RoadChittagong-4000Phone: 031-682462

ASSOCIATE COMPANYBerger Becker Bangladesh Ltd.Building-3, Plot-102, Mouja-TaksurNabinagar, Savar, DhakaPhone: +880 (2) 7791964Fax: +880 (2) 7708091

Board of Directors & Executive Management TeamBOARD OF DIRECTORSMr. Gerald K Adams Chairman

Ms. Rupali Chowdhury Managing Director

Mr. K. R. Das Non-Executive Director

Mr. Anil Bhalla Non-Executive Independent Director

Mr. Subir Bose Non-Executive Director

Mr. Jean-Claude Loutreuil Non-Executive Director

Mr. M. Azizul Huq Non-Executive Independent Director

Ms. Rishma Kaur Non-Executive Director

Mr. Abdul Khalek Director

EXECUTIVE MANAGEMENT TEAMMs. Rupali Chowdhury Managing Director

Mr. Abdul Khalek Director Finance

Mr. Nazimuddin Helali GM-Manufacturing

Mr. Md. Mohsin Habib Chowdhury GM-Sales & Marketing

Mr. Mohammad Ahsun Ullah GM-Treasury & Financial Accounting

Ms. Humaira Fatema Hamim GM-Human Resource & Administration

Mr. H. M. Rakib Ullah Bashar GM-Financial Planning & Monitoring

Mr. Rashedul Haque GM-Supply Chain

Mr. Sabbir Ahmed GM-Business Process, Risk & Compliance

Mr. Mohammad Abu Nader Al Mokaddes GM-Information Technology

Mr. A. S. M. Obaidullah Mahmud Head of Research & Development

Mr. Anupam Paul Plant Manager, Dhaka Factory

Mr. Muhammad Kawsar Hasan Plant Manager, Chittagong Factory

Mr. Abul Kasem Md. Sadeque Nawaj Head of Marketing

Mr. Syed Salahuddin Abu Naser General Sales Manager (GSM)-Trade

Mr. Imranul Kabir GSM-Industrial,Marine & Special Coatings

Mr. Syed Mizanur Rahman Manager-Human Resource

Mr. Md. Azizul Hoque Sales Manager- Projects, Prolinks & Home Décor

Mr. A. M. M. Sajjad Manager-Admin & Labor Relations

Mr. Md. Abdus Sabur Khan Head-Value Added Tax

Mr. Mohammad Khasru Meah Head of Cost Accounting

COMPANY SECRETARYMr. Abdul Khalek

LEGAL ADVISORS Corporate CounselSuite # 802, Rahat Tower (7th Floor)14 Biponon C/A, Link RoadWest Banglamotor, Dhaka-1000

Mr. S. C. Lala, Advocate18, Gurkha Doctor Lane Patharghata, Chittagong

AUDITORSA. Qasem & Co.Gulshan Pink City, Suites#01-03Level# 7, Plot# 15, Road#103Gulshan Avenue, Dhaka-1212

PRINCIPAL BANKERSStandard Chartered BankCitibank N. A.Commercial Bank of CeylonHSBC

Biography of the Directors

BERGER ANNUAL REPORT 2012 21

Ms. Rupali ChowdhuryManaging Director since 2008

Ms. Rupali Chowdhury was born in 1960. She is an MBA from IBA, University of Dhaka, and completed her Graduation with Honors in Chemistry from the University of Chittagong. She started her career with the multinational pharmaceutical and chemical Company, ‘Ciba Geigy (Bangladesh) Limited’, in 1984 as Senior Officer- Planning, Information and Control and worked there for about six and a half years. She was Brand Manager while leaving Ciba Geigy (Bangladesh) Limited in 1990. Ms. Rupali Chowdhury joined Berger Paints Bangladesh Limited in 1990 as Planning Manager and during her tenure she worked for various departments such as Marketing, Sales, Distribution, Planning and Systems under different supervisory capacities. Ms. Chowdhury was promoted to the position of Managing Director of the Company on 1 January 2008. She is also Managing Director of Jenson & Nicholson (Bangladesh) Limited, a 100% subsidiary of Berger Paints Bangladesh Limited and Director of Berger Becker Bangladesh Limited, a joint venture between Berger Paints Bangladesh Limited and Becker Industrial Coatings Holding AB, Sweden. She is also an Independent Director of Marico Bangladesh Limited since 2009. She is President of Bangladesh Paint Manufacturers’ Association and member of the Executive Committee of Foreign Investors’ Chamber of Commerce & Industries (FICCI). She is a member of the Audit Committee of Berger Paints Bangladesh Limited. She is also rendering services as executive member of Prothom-Alo Trust, a prominent organization working for promoting, funding and supporting educational, philanthropic and socially innovative activities/ programmes for the benefit of the society under the Prothom-Alo’s wider activities (Prothom-Alo is a highly circulated Bengali newspaper).

Mr. K. R. DasDirector since 1992

Mr. K.R. Das was born in India in 1931. On completion of his graduation in science with honors, he started his career with Gillanders Arbuthnot & Co. Limited in 1951. He was Head of Pigments Division when he left Gillanders in 1965. He joined Jenson & Nicholson Limited in 1965 and left the company in 1975 as General Sales Manager after a long 10 years of service. He joined Berger Paints India Limited in 1975 and after 20 years of service retired in 1994 as Executive Director. Mr. Das has been working as Management Consultant since 1994. He is a director of Berger Paints India Limited, and Chairman of RDG Systems (Pvt.) Ltd, India. Mr. Das is also the Regional Supervisory Director of Berger Paints Bangladesh Limited, and Chairman of Jenson & Nicholson (Bangladesh) Limited. He is a member of the Audit Committee of Berger Paints Bangladesh Limited.

Mr. Gerald K AdamsChairman since 2004

Mr. Adams is a professional company director and also the founder and MD of a consulting company specialising in strategy and business development. His directorships include: Berger Paints Bangladesh Ltd., as Chairman; Berger Paints India Ltd; Bolix SA (Chairman); Sundrop Farms and the Royal Socity for the Protection of Animals, South Australia.

His previous directorships include Axiom Energy Ltd and the Joint State of South Australia and Carnegie Mellon University Advisory Board. Prior executive roles include: Managing Director of Orica Consumer Products, the leading paint and handyman products company in Australia and New Zealand; President and CEO of Box USA; Chief Executive of the Australian corrugated box business of Amcor Fibre Packaging, a part of Amcor Limited; Vice President and Director, Business Development, of Kraft Foods, Asia-Pacific; and consultant, the Boston Consulting Group. He was educated at the Harvard Business School (Cambridge, Mass.) from 1977-79, and the University of Washington (Seattle, Washington) from 1971-75. Mr. Adams was born in 1953 in the US and now resides in Australia.

BERGER ANNUAL REPORT 201222

Mr. Anil BhallaDirector Since 1994

Mr. Anil Bhalla was born in India in 1946. He graduated in Economics (Hons) from the University of Delhi and is a Fellow Chartered Accountant. He is the managing partner of JC Bhalla & Co., a reputed Chartered Accountants firm of India. He has four decades of experience in professional services in both India and abroad. He has a wide range of experience in auditing, joint venture consultancy, tax consultancy, strategic business consultancy, business valuations, and mergers & acquisitions.

He was a Member of the Northern India Regional Council of the Institute of Chartered Accountants of India (ICAI) from 1976 to 1979 and it’s Chairman from 1978 to 1979. He has served ICAI as member of different Committees namely Company Law, Expert advisory and Auditing and Assurance Standards Board. He was an Executive Committee member of the Income Tax Appellate Tribunal Bar Association of Delhi. He was President of the Institute of Internal Auditors, Florida, USA Delhi Chapter. He is also a Director of Berger Paints India Limited and Jenson & Nicholson (Bangladesh) Limited. He is a member of the Audit Committee of Berger Paints Bangladesh Limited.

Mr. Subir BoseDirector since 1995

Mr. Subir Bose was born in India in 1949. He is a Chemical Engineer from the Indian Institute of Technology, Kanpur and completed his post graduation in Business Administration from the Indian Institute of Management, Ahmedabad. He started his career with Asian Paints India Limited in 1974. He was the Industrial Sales Manager while leaving Asian Paints India Limited in 1982. Mr. Bose joined Abucon Nigeria Limited, Lagos, Nigeria in 1982 and worked there till June 1984. He returned to India in 1984 and joined Berger Paints India Limited. He was elevated to the position of Managing Director in July 1994 and has retired from the position in 2012. He is now a Director of Berger Paints India Limited. He is a member of the Audit Committee of Berger Paints Bangladesh Limited.

Mr. Jean-Claude LoutreuilDirector since 1998

Mr. Jean-Claude Loutreuil was born in 1945 at Saint Laurant Sur Mer in France. He is an MBA from the University of Paris. He graduated from Pharmaceutical and Chemical High School of Anguerny, France. He was Managing Director in Janssen Pharmaçeutica (Flubenol), Belgium and Managing Director(Veterenary sector) of Shering Plough. In 1988 he was in charge of U K Paint France as Director in connection with Russia. He joined U K Paint Russia as Managing Director in Moscow and Krasnodar. He has been working for the last four decades mostly in Pharmaceutical and Chemical sectors as consultant.


Mr. Abdul KhalekDirector since 2004

Mr. Khalek is a Fellow Chartered Accountant, and has his Masters of Commerce in Accounting from the University of Dhaka. He joined ‘Proshika Manobik Unnayan Kendra’, a leading national NGO in 1985 as an Auditor. He was Chief Internal Auditor while leaving Proshika in June 1993. Mr. Khalek joined Berger Paints Bangladesh Limited in 1993 as Management Accountant. Over the period, he served the company under different capacities and is presently holding the position of Director- Finance & Company Secretary. Mr. Khalek is also a member of the Board of Directors of Jenson & Nicholson (Bangladesh) Limited, and Berger Becker Bangladesh Limited.

Mr. Khalek has been a member of the Taxation & Corporate Laws Committee of the Institute of Chartered Accountants of Bangladesh for the last 17 years. He is also serving the Foreign Investors’ Chamber of Commerce & Industries as a member of Trade, Tariff, Taxation & Company Affairs Sub-committee for the last 14 years and has served as the convener of its Finance Sub-committee during the year 2006-2007. He is also serving the Metropolitan Chamber of Commerce and Industries as member of Tariff & Taxation Sub-committee for the last 4 years. Apart from his service, he has been one of the faculty members of The Institute of Chartered Accountants of Bangladesh for the last 18 years and has authored a good number of articles on trade and commerce. He is also a member of the Institute of Internal Auditors of Bangladesh. He was born in 1959. He is a member of the Audit Committee of Berger Paints Bangladesh Limited.

Mr. M. Azizul HuqNon-Executive Independent Director since July 2012

Mr. M Azizul Huq is the Managing Director of GlaxoSmithKline (GSK) Bangladesh Limited, a subsidiary of GSK plc., UK, one of the leading pharmaceutical and healthcare companies of the world. Mr. Huq joined GSK Bangladesh in 1998 and was appointed General Manager- Sales & Marketing in 2000. Mr. Huq was appointed Marketing Director in 2001 and was called to the Board of GSK Bangladesh before being appointed as Managing Director in January 2003. Prior to joining GSK, Mr. Huq worked for Rhone-Poulenc (now known as Sanofi) for almost 9 years in progressively responsible marketing roles. A post graduate in Pharmacy from the University of Dhaka and also an MBA from IBA of the same University, Mr. Huq has almost 24 years’ professional experience in the Pharmaceutical Industry in areas such as Sales, Marketing, Distribution, Business Development and General Management and has been a Board member of GSK Bangladesh for more than 12 years. He is also the Chairman of Burroughs Wellcome & Co. (Bangladesh) Limited. Mr. Huq plays an active role in the business community and is an Executive Committee member of the Foreign Investors’ Chamber of Commerce & Industries (FICCI) and the Metropolitan Chamber of Commerce and Industries (MCCI). He was born in 1963. He is a member of the Audit Committee of Berger Paints Bangladesh Limited.

Mrs. Rishma KaurDirector since March 2013

Mrs. Rishma Kaur holds a Bachelor of Science (Hons) in Business Studies from University of Buckingham, United Kingdom. She was involved with research on sales and new product development for Cementone Beaver Ltd., and SC Johnson in United Kingdom. She was Chairperson of Paints & Allied Products Panel of Chemicals & Allied Products Export Promotion Council (CAPEXIL), India from 1997 to 1999. She was a Director in Berger Paints India Limited from 1997 to 2003. At present she is National Business Development Manager and Alternate Director in Berger Paints India Limited. She was born in 1972.

Transmittal Letter

April 02, 2013

All ShareholdersBangladesh Securities and Exchange CommissionRegistrar of Joint Stock Companies & FirmsDhaka Stock Exchange Ltd.Chittagong Stock Exchange Ltd.

Sub: Annual Report for the year ended 31 December, 2012

Dear Sir(s),

We are pleased to enclose a copy of the Annual Report together with the Audited Financial Statements including the Statement of Financial Position, Statement of Comprehensive Income and Statement of Cash Flows for the year ended 31 December, 2012 along with notes thereon for your reference and record.

Yours sincerely,

Abdul KhalekDirector & Company Secretary

Notice

The 40th Annual General Meeting

Notice is hereby given to all Members of Berger Paints Bangladesh Limited that the 40th Annual General Meeting of the Members of the Company will be held on Sunday, April 21, 2013, at 11.00 am at Trust Milonayatan, Dhaka to transact the following businesses:

Agenda1. Report and Financial Statements To receive, consider and adopt the Financial Statements and the Reports of the Directors and Auditors of the Company for the year ended 31

December, 2012.

2. Dividends To declare dividend for the year ended December 31, 2012 as recommended by the Board of Directors.

3. Election of Directors

a) To elect Directors in place of those who shall retire in accordance with the provisions of the Articles of Association of the Company and the Director recommended by the Board.

b) To approve the appointment of Independent Director.

4. Appointment of Auditors To appoint Auditors of the Company for the term until the conclusion of the next Annual General Meeting and to fix their remuneration.

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

Dhaka, April 1, 2013

By order of the Board of Directors

Abdul Khalek Director & Company Secretary

NOTES:

a) The Record Date was March 31, 2013. Shareholders whose names appeared in the Register of Members on the Record Date will be eligible to attend the meeting and qualify for Dividend.

b) A member eligible to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote on his/her behalf. Proxy form must be affixed with requisite revenue stamp and must be submitted to the Registered Office of the Company not less than 48 hours before the time fixed for the Annual General Meeting.

c) Admittance to the meeting venue will be on production of the attendance slip attached with the Annual Report.

d) The Notice of the Annual General Meeting, Annual Report 2012 and Proxy Form are available at the Company’s website www.bergerbd.com


Directors’ ReportThe Directors are pleased to present their 40th report of the Company along with the Audited Financial Statements and Auditors’ Report for the year ended December 31, 2012.

1. Industry Outlook and Possible Future Developments in the Industry Bangladesh Paint Industry had experienced a steady growth until 2010. Since then the industry has been facing several challenges in different

frontiers which made the journey difficult. Global economic meltdown, share market debacle, liquidity crisis and dearth of electricity and gas supply has badly hit real estate sector, which consequently affected Paint industry.

In the backdrop of upcoming national election and ongoing political instability, 2013 seems more challenging to us. However, strong foreign remittance and sustainable growth of readymade garments industry are the silver linings which may notch up a better growth with growing consumer confidence.

2. Sales Growth The Company achieved 20.41% growth in 2012 in spite of difficult economic condition.

3. New Products The Company launched a number of new products in 2012 as part of its relentless efforts to fulfill the diversified customer needs and explore

new frontiers.

Continuing with the environment friendly range of ‘BreatheEasy’- the first ever odour free and eco-friendly paint in Bangladesh, two more products were launched in 2012. The new products were ‘BreatheEasy Wall Putty’ and ‘BreatheEasy Water Sealer’. The BreatheEasy series is environment friendly since it has low volatile organic compound (VOC). Its ‘stain-free’ and ‘anti-bacterial’ features protect the wall from stains and fungi.

Berger Paints launched ‘Mr. Expert Tile Adhesive,’ which is a ready mixed polymer modified multipurpose adhesive with outstanding adhesion/tensile strength. ‘Mr. Expert Latex Plus,’ another product in the Mr. Expert series, was launched in 2012. The product is used for high performance applications in waterproofing and repair works at a convenient but effective way.

To protect house from dirt-prone weather of our country, Berger launched WeatherCoat ANTIDIRT in 2012. This exterior wall paint is formulated with Nano additives to offer high resistance against paint agglomeration and exposure under Ultra Violet ray. It also offers superior weather protection against fungus, algae and adverse environmental effects like water penetration and acidic gases.

The Company also launched a good number of high-performance industrial coatings during the year to address the requirements of different industries.

4. Risks and Concerns The major risk factors and concerns for the company are as follows:

Macro economy The level of activity within the general economy is of fundamental importance given its influence on construction and industrial activity levels, which

in turn are key market segments for the paint manufacturing industry.

External factors The Company’s results may be affected by factors outside its control such as political unrest, strike, civil commotion and act of terrorism.

Changes in income tax and value added tax Changes in income tax and VAT laws, upward revision in tax rate and sudden unpredictable changes in other business related laws may adversely

impact results of operations and cash flows.

Changes in environmental, health and safety laws and regulations In line with global practice, the government has been initiating notable changes in environmental, health and safety laws and regulations. The

Company may require additional investment and expenditure to ensure conformity with future changes.

Exchange rate fluctuation Since a large proportion of Berger’s raw materials are imported, changes in currency exchange rates influence the result of the Company’s operations.

Management perception of the risks While many of the risk areas are beyond control of any single company, Berger is closely watching the trends and developments in each of the risk

areas and takes the best possible measures to mitigate them through product and market diversification, efficient sourcing of materials, use of latest technology and investment in research and development to gain sustained competitive advantage. Being a strictly compliant company, Berger played pioneer role installing Effluent Treatment Plant and Incinerator of global standard at its plant in conformity with environment related regulation.


5. Financial Performance The Directors take pleasure in reporting the Financial Results of the Company for the year ended December 31, 2012 and recommend the

following appropriations:

Taka in ‘000

Particulars 2012 2011

Net Sales 7,611,213 6,321,274

Cost of Sales 5,086,852 4,192,032

Gross Profit 2,524,361 2,129,242

Profit Before Tax 1,022,343 894,799

Provision for Tax (274,000) (170,000)

Provision for deferred tax 4,447 (3,636)

Profit After Tax 752,790 721,163

Add: Retained Earning brought forward from previous year 1,213,867 910,105

Amount Available for Distribution 1,966,657 1,631,268

Dividend (Proposed/Paid) (417,401) (417,401)

Transfer to un-appropriated profit 1,549,256 1,213,867

Basic Earning Per Share (Taka) 32.46 31.10

Net Operating Cash Flow Per Share (Taka) 46.48 10.98

Net Asset Value Per Share (Taka) 100.20 85.74

Gross Profit Margin (%) 33.17 33.68

Net Profit After Tax Margin (%) 9.89 11.41

Resulting from substantial improvement in trade working capital the Net Operating Cash Flow Per Share (NOCFPS) of the Company improved significantly in 2012.

6. Dividend The Company has invested a substantial amount for expansion of production capacity as well as diversification of products and businesses.

However, the Directors are pleased to recommend a dividend of 180% i.e. Tk. 18 per share of Tk. 10 each for the year 2012.

7. Corporate Social Responsibility Being a responsible corporate citizen, Berger has been contributing to different social causes to bring positive changes in the society.

For the 4th year, Berger continued to provide financial and other material aids to organizations working for the development of autistic and differently challenged children in Bangladesh. This year the company gave such aid to nine organizations. During the year Berger made contribution for the aid of acid victims and severely cold affected people.

Berger Paints organized the 17th event of Berger Young Painters’ Art Competition (BYPAC) in 2012 to encourage young talents. This year, Berger Young Painters’ Art Competition received tremendous response with submission of 563 paintings from all over the country. Berger paints also organized a painting competition for autistic children along with 17th BYPAC.

The 1st and 2nd rounds of Khulna University Architecture Department-Berger (KUAD-BERGER) Award giving ceremony for the students of architecture, Khulna University took place in 2012 in coordination with Department of Architecture, Khulna University.

The Company also facilitates interns of different academic backgrounds to let them gain firsthand knowledge and experience of the corporate world, and thus groom the potential leaders of the society.

8. Contribution to National Exchequer During the year, the Company has contributed around Tk. 1,980,871 thousand to the National Exchequer as Customs Duty, Income Tax, Value

Added Tax and Supplementary Duty.


9. Subsidiary Company The statement of the holding company’s interest in the subsidiary company Jenson & Nicholson (Bangladesh) Limited as specified in sub section

1 of section 186 of The Companies Act 1994 is attached to the Annual Report and Financial Statements of the Company.

10. Election of Directors The Directors retiring by rotation under Article 121 and 122 are Mr. Gerald K. Adams and Mr. Jean-Claude Loutreuil who, being eligible, offered

themselves for re-election.

Mr. M. Azizul Huq was appointed Independent Director for three years in the 143rd Board Meeting held on July 30, 2012. In accordance with Bangladesh Securities and Exchange Commission’s notification no. SEC/CMRRCD/2006-158/134/Admin/44 dated August 7, 2012 his appointment is placed before the shareholders at the 40th Annual General Meeting for approval.

In the meeting of the Board of Directors of the Company held on 17.03.2013 Mrs. Rishma Kaur, nominee of J&N Investment (Asia) Limited, was appointed as an additional Director in pursuance of the power conferred upon the Board by Article 111 of the Articles of Association of the Company. As required by section 91(1)(b) of the Companies Act 1994 the name of Mrs. Rishma Kaur, nominee of J&N Investment (Asia) Limited, is proposed as a candidate for election as a Director. As required by section 93 of the Companies Act 1994 Mrs. Rishma Kaur has given her consent to act as a Director of the Company. Mrs. Rishma Kaur, being the nominee of J&N Investment (Asia) Limited, which is holding 95% shares in the Company, may be elected as a Director.

The Board of Directors recommends the above re-elections/election and appointment.

11. Appointment of Auditors The auditors, Messrs A. Qasem & Co., Chartered Accountants, will retire at the conclusion of the ensuing Annual General Meeting and

being eligible under section 210 of the Companies Act 1994 read with Bangladesh Securities and Exchange Commission’s order no. SEC/CMRRCD/2009-193/104/Admin/ dated July 27, 2011, offered themselves for reappointment.

12. Corporate Governance The Status Report along with relevant disclosures and declarations required to be presented by the Company in pursuance of the notification

no. SEC/CMRRCD/2006-158/134/Admin/44 of August 7, 2012 issued by Bangladesh Securities and Exchange Commission is attached as Annexure 1, 2, 3, 4 and 5 of this report.

13. Human Resource As in the past, the Company continued to experience industrial peace and harmony throughout the year. The Company pursues policy for training

and development program both locally and abroad to enhance and update the skills and knowledge of its human resources. The Board wishes to put on record its deep appreciation for the co-operation and efforts of all employees for the betterment of the organization.

14. Management Appreciation The members of the Board of Directors would like to take this opportunity to express their heartfelt thanks to all stakeholders like Employees,

Customers, Banks, Insurance Companies, Government Authorities, Auditors, Bangladesh Securities and Exchange Commission, Dhaka Stock Exchange Limited, Chittagong Stock Exchange Limited, Central Depository Bangladesh Limited, utility providers and finally the Shareholders for their immense support and contribution towards the success of the Company.

On behalf of the Board,

Gerald K. AdamsChairmanMarch 17, 2013


Annexure 1

The Directors also report that:

a) The Financial Statements prepared by the management of the company present fairly its state of affairs, the result of its operations, cash flows and changes in equity.

b) Proper books of accounts as required by law 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 (IAS)/Bangladesh Accounting Standards (BAS)/International Financial Reporting Standards (IFRS)/Bangladesh Financial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed.

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

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

g) The company does not have significant deviations from the last year’s operating results.

h) Segment-wise performance during the year is presented in note 2.25 of the Audited Financial Statements.

i) Details of related party transactions have been presented in note 36 of the Audired Financial Statements.

j) The company did not have any extraordinary gain or loss during the period in consideration.

k) The company did not make any public issue during the year. The proceeds of IPO in 2005 were utilized in the manner specified in the prospectus. The financial results of the company did not deteriorate after the company went for IPO.

l) There was no significant variance between Quarterly Financial Performance and Annual Financial Statements during the year.

m) The remuneration to the directors including independent directors have been disclosed in note 34 of the Audited Financial Statements.

n) Key operating and financial data of preceding 5 (five) years have been summarized in Annexure 3.

o) The number of Board meetings held during the year and attendance by each director has been disclosed in Annexure 4.

p) The pattern of shareholding as required by the BSEC notification SEC/CMRRCD/2006-158/134/Admin/44 dated August 7, 2012 has been disclosed in Annexure 5.

q) Required information about director being appointed/re-appointed has been presented in ‘Biography of Directors’ section of the Annual Report.


Annexure 2

Status of compliance with the conditions imposed by the Commission’s Notification No. SEC/CMRRCD/2006-158/129/Admin/44 dated 07 August 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969:

(Report under Condition No. 7.00)

Condition No.

Title

Compliance Status(Put √ in the appropriate column) Remarks

(if any)Complied Not complied

1 Board of Directors: √

1.1 Board’s Size: Board members should not be less than 5 (five) and

more than 20 (twenty) √

1.2 Independent Directors: √

1.2 (i) At least 1/5th √

1.2 (ii) a) Does not hold any or holds less than 1% shares √

1.2 (ii) b) Is not connected with the company’s any sponsor, director or

shareholder who holds 1% or more shares.

√

1.2 (ii) c) Does not have any other relationship, whether pecuniary or

otherwise with the company or its subsidiary/associated companies.

√

1.2 (ii) d) Not a member, director or officer of any stock exchange √

1.2 (ii) e) Not a member, director or officer of any member of stock

exchange or an intermediary of the capital market.

√

1.2 (ii) f) Who is not and was not a partner or an executive during the

preceding 3 years of any statutory audit firm.

√

1.2 (ii) g) Is not an independent director in more than 3 listed companies √

1.2 (ii) h) Has not been convicted by a court of competent jurisdiction

as a defaulter in payment of any loan to a bank or a Non-Bank

Financial Institution.

√

1.2 (ii) i) Has not been convicted for criminal offence involving moral turpitude. √

1.2 (iii) Nominated by the board of directors and approved by the

shareholders in the AGM

√

1.2 (iv) The post does not remain vacant for more than 90 days. √

1.2 (v) The board shall lay down a code of conduct of all board members

and annual compliance of the code to be recorded.

√

1.2 (vi) The tenure of office of an independent director shall be for a period

of 3 years, which may be extended for 1 term only.

√

1.3 Qualification of Independent Director (ID): √

1.3 (i) Independent Director shall be a knowledgeable individual with integrity

who is able to ensure compliance with financial, regulatory and

corporate laws and can make meaningful contribution to business.

√


Condition No.

Title



1.3 (ii) The person should be a Business Leader/Corporate Leader/

Bureaucrat/University Teacher with Economics or Business Studies

or Law background/ Professionals like Chartered Accountants,

Cost & Management Accountants, Chartered Secretaries. The

independent director must have at least 12 years of corporate

management/professional experiences.

√

1.3 (iii) In special cases the above qualifications may be relaxed subject to

prior approval of the Commission.

√

1.4 Chairman of the Board and Chief Executive Officer: The positions

of the Chairman of the Board and the Chief Executive Officer of

the companies shall be filled by different individuals. The Chairman

of the company shall be elected from among the directors of the

company. The Board of Directors shall clearly define respective roles

and responsibilities of the Chairman and the Chief Executive Officer.

√

1.5 The Directors’ Report to Shareholders: √

1.5 (i) Industry outlook and possible future developments in the industry √

1.5 (ii) Segment-wise or product-wise performance. √

1.5 (iii) Risks and concerns. √

1.5 (iv) A discussion on Cost of Goods Sold, Gross Profit Margin and Net

Profit Margin.

√

1.5 (v) Discussion on continuity of any Extra-Ordinary gain or loss. √

1.5 (vi) Basis for related party transactions √

1.5 (vii) Utilization of proceeds from public issues, rights issues and/or

through any others instruments.

√

1.5 (viii) An explanation if the financial results deteriorate after the company

goes for Initial Public Offering (IPO), Repeat Public Offering (RPO),

Rights Offer, Direct Listing, etc.

√

1.5 (ix) If significant variance occurs between Quarterly Financial

performance and Annual Financial Statements the management

shall explain about the variance on their Annual Report.

√

1.5 (x) Remuneration to directors including independent directors. √

1.5 (xi) The financial statements prepared by the management of the

issuer company present fairly its state of affairs, the result of its

operations, cash flows and changes in equity.

√

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

1.5 (xiii) Appropriate accounting policies have been consistently applied

in preparation of the financial statements and that the accounting

estimates are based on reasonable and prudent judgment.

√


Condition No.

Title



1.5 (xiv) International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS)/International Financial Reporting Standards (IFRS)/Bangladesh Financial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there-from has been adequately disclosed.

√

1.5 (xv) The system of internal control is sound in design and has been effectively implemented and monitored.

√

1.5 (xvi) There are no significant doubts upon the issuer company’s ability to continue as a going concern. If the issuer company is not considered to be a going concern, the fact along with reasons thereof should be disclosed.

√

1.5 (xvii) Significant deviations from the last year’s operating results of the issuer company shall be highlighted and the reasons thereof should be explained.

√

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

√

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

√

1.5 (xx) The number of Board meetings held during the year and attendance by each director shall be disclosed.

√

1.5 (xxi) The pattern of shareholding shall be reported to disclose the aggregate number of shares (along with name wise details where stated below) held by:

√

1.5 (xxi) a) Parent/Subsidiary/Associated Companies and other related parties (name wise details)

√

1.5 (xxi) b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor children (name wise details);

√

1.5 (xxi) c) Executives; √

1.5 (xxi) d) Shareholders holding ten percent (10%) or more voting interest in the company (name wise details)

√

1.5 (xxii) In case of the appointment/re-appointment of a director the company shall disclose the following information to the shareholders:-

√

1.5 (xxii) a) a brief resume of the director √

1.5 (xxii) b) nature of his/her expertise in specific functional areas √

1.5 (xxii) c) names of companies in which the person also holds the directorship and the membership of committees of the board

√

2 Chief Financial Officer (CFO), Head of Internal Audit and Company Secretary (CS):

√


Condition No.

Title



2.1 Appointment: The company shall appoint a Chief Financial Officer

(CFO), a Head of Internal Audit (Internal Control and Compliance)

and a Company Secretary (CS). The Board of Directors should

clearly define respective roles, responsibilities and duties of the

CFO, the Head of Internal Audit and the CS.

√

2.2 Requirement to attend the Board Meetings: The CFO and the

Company Secretary shall attend the meetings of the Board of

Directors, provided that the CFO and/or the Company Secretary

shall not attend such part of a meeting of the Board of Directors

which involves consideration of an agenda item relating to their

personal matters.

√

3 Audit Committee: √

3 (i) The company shall have an Audit Committee as a sub-committee

of the Board of Directors

√

3 (ii) The Audit Committee shall assist the Board of Directors in ensuring

that the financial statements reflect true and fair view of the state of

affairs of the company and in ensuring a good monitoring system

within the business.

√

3 (iii) The Audit Committee shall be responsible to the Board of Directors.

The duties of the Audit Committee shall be clearly set forth in writing

√

3.1 Constitution of the Audit Committee: √

3.1 (i) The Audit Committee shall be composed of at least 3 (three) members √

3.1 (ii) The Board of Directors shall appoint members of the Audit

Committee who shall be directors of the company and shall include

at least 1 (one) independent director.

√

3.1 (iii) All members of the audit committee should be “financially literate”

and at least 1 (one) member shall have accounting or related

financial management experience

√

3.1 (iv) When the term of service of the Committee members expires

or there is any circumstance causing any Committee member

to be unable to hold office until expiration of the term of service,

thus making the number of the Committee members to be lower

than the prescribed number of 3 (three) persons, the Board of

Directors shall appoint the new Committee member(s) to fill up the

vacancy (ies) immediately or not later than 1 (one) month from the

date of vacancy (ies) in the Committee to ensure continuity of the

performance of work of the Audit Committee.

√

3.1 (v) The company secretary shall act as the secretary of the Committee √

3.1 (vi) The quorum of the Audit Committee meeting shall not constitute

without at least 1 (one) independent director.

√


Condition No.

Title



3.2 Chairman of the Audit Committee: √

3.2 (i) The Board of Directors shall select 1 (one) member of the Audit

Committee to be Chairman of the Audit Committee, who shall be

an independent director.

√

3.2 (ii) Chairman of the audit committee shall remain present in the Annual

General Meeting (AGM)

√

3.3 Role of Audit Committee: √

3.3 (i) Oversee the financial reporting process. √

3.3 (ii) Monitor choice of accounting policies and principles √

3.3 (iii) Monitor Internal Control Risk management process √

3.3 (iv) Oversee hiring and performance of external auditors √

3.3 (v) Review along with the management, the annual financial statements

before submission to the board for approval

√

3.3 (vi) Review along with the management, the quarterly and half yearly

financial statements before submission to the board for approval

√

3.3 (vii) Review the adequacy of internal audit function √

3.3 (viii) Review statement of significant related party transactions submitted

by the management

√

3.3 (ix) Review Management Letters/Letter of Internal Control weakness

issued by statutory auditors

√

3.3 (x) When money is raised through Initial Public Offering (IPO)/Repeat

Public Offering (RPO)/Rights Issue the company shall disclose

to the Audit Committee about the uses/applications of funds

by major category (capital expenditure, sales and marketing

expenses, working capital, etc), on a quarterly basis, as a part of

their quarterly declaration of financial results. Further, on an annual

basis, the company shall prepare a statement of funds utilized

for the purposes other than those stated in the offer document/

prospectus

√

3.4 Reporting of the Audit Committee: √

3.4.1 Reporting to the Board of Directors: √

3.4.1 (i) The Audit Committee shall report on its activities to the Board of

Directors

√

3.4.1 (ii) The Audit Committee shall immediately report to the Board of

Directors on the following findings, if any:

√

3.4.1 (ii) a) report on conflicts of interests; √

3.4.1 (ii) b) suspected or presumed fraud or irregularity or material defect in the

internal control system;

√


Condition No.

Title



3.4.1 (ii) c) suspected infringement of laws, including securities related laws,

rules and regulations

√

3.4.1 (ii) d) Any other matter which shall be disclosed to the Board of Directors immediately. √

3.4.2 Reporting to the Authorities: If the Audit Committee has reported

to the Board of Directors about anything which has material

impact on the financial condition and results of operation and has

discussed with the Board of Directors and the management that

any rectification is necessary and if the Audit Committee finds

that such rectification has been unreasonably ignored, the Audit

Committee shall report such finding to the Commission, upon

reporting of such matters to the Board of Directors for three times

or completion of a period of 6 (six) months from the date of first

reporting to the Board of Directors, whichever is earlier.

√

3.5 Reporting to the Shareholders and General Investors: Report on

activities carried out by the Audit Committee, including any report

made to the Board of Directors under condition 3.4.1 (ii) above

during the year, shall be signed by the Chairman of the Audit

Committee and disclosed in the annual report of the issuer company

√

4 External/Statutory Auditors: √

4 (i) The issuer company should not engage its external/statutory

auditors to perform the following services of the company; namely:-

Appraisal or valuation services or fairness opinions.

√

4 (ii) Financial information systems design and implementation √

4 (iii) Book-keeping or other services related to the accounting records

or financial statements

√

4 (iv) Broker-dealer services √

4 (v) Actuarial services √

4 (vi) Internal audit services √

4 (vii) Any other service that the Audit Committee determines √

4 (viii) No partner or employees of the external audit firms shall possess

any share of the company they audit at least during the tenure of

their audit assignment of that company

√

5 Subsidiary Company: √

5 (i) Provisions relating to the composition of the Board of Directors of

the holding company shall be made applicable to the composition

of the Board of Directors of the subsidiary company

√

5 (ii) At least 1 (one) independent director on the Board of Directors of

the holding company shall be a director on the Board of Directors

of the subsidiary company

√


Condition No.

Title



5 (iii) The minutes of the Board meeting of the subsidiary company shall be

placed for review at the following Board meeting of the holding company

√

5 (iv) The minutes of the respective Board meeting of the holding

company shall state that they have reviewed the affairs of the

subsidiary company also

√

5 (v) The Audit Committee of the holding company shall also review

the financial statements, in particular the investments made by the

subsidiary company

√

6 Duties of Chief Executive Officer (CEO) and Chief Financial Officer

(CFO):

√

6 (i) The CEO and CFO shall certify to the Board that:- They have

reviewed financial statements for the year and that to the best of

their knowledge and belief:

√

6 (i) a) these statements do not contain any materially untrue statement

or omit any material fact or contain statements that might be

misleading.

√

6 (i) b) these statements together present a true and fair view of the

company’s affairs and are in compliance with existing accounting

standards and applicable laws.

√

6 (ii) There are, to the best of knowledge and belief, no transactions

entered into by the company during the year which are fraudulent,

illegal or violation of the company’s code of conduct.

√

7 Reporting and Compliance of Corporate Governance: √

7 (i) The company shall obtain a certificate from a Professional

Accountant/Secretary (Chartered Accountant/Cost & Management

Accountant/Chartered Secretary) regarding compliance of

conditions of Corporate Governance Guidelines of the Commission

and shall send the same to the shareholders along with the Annual

Report on a yearly basis.

√

7 (ii) The directors of the company shall state, in accordance with the

Annexure attached, in the directors’ report whether the company

has complied with these conditions.

√


Annexure 3Berger Paints Bangladesh Limited Performance in last five years

Taka in ‘000

Particulars 2012 2011 2010 2009 2008 2007

Turnover (Net of VAT & SD) 7,611,213 6,321,274 5,483,619 4,595,904 3,881,775 3,047,672

Gross Profit 2,524,361 2,129,242 2,087,964 1,881,063 1,349,966 1,138,528

Profit Before Tax 1,022,343 894,799 905,555 779,772 540,867 466,557

Profit After Tax 752,790 721,163 704,636 579,681 400,660 339,351

Shareholders’ Equity 2,323,615 1,988,226 1,684,464 1,327,662 910,304 880,667

Total Assets 3,568,101 3,424,689 3,055,465 2,428,256 1,734,193 1,640,406

Total Current Assets 2,291,222 2,264,647 2,011,724 1,592,419 1,059,892 955,112

Total Current Liabilities 1,146,112 1,333,642 1,271,816 1,014,828 753,214 691,271

Current Ratio (Time) 2.00 1.70 1.58 1.57 1.41 1.38


Annexure 4

Attendance at Board MeetingsThe number of Board Meetings and the attendance of Directors during the year 2012 were as follows:

Name of Director Meetings held Attended

Mr. Gerald K AdamsNon-executive Chairman

6 4

Ms. Rupali ChowdhuryManaging Director

6 6

Mr. K. R. DasNon-executive Director

6 4

Mr. Anil BhallaNon-executive Independent Director

6 5

Mr. Subir BoseNon-executive Director

6 2

Mr. Jean-Claude LoutreuilNon-executive Director

6 1

Mr. Ashfaque ur RahmanNon-executive Independent Director

4 3

Mr. M. Azizul HuqNon-executive Independent Director

2 1

Mr. Abdul KhalekExecutive Director

6 6

Non-executive Independent Director Mr. Ashfaque ur Rahman resigned form the position with effect from 01.07.2012 and Mr. M. Azizul Huq was appointed as Non-executive Independent Director with effect from 30.07.2012.

Annexure 5Pattern of Shareholding on December 31, 2012

Categories Name Shares

Shareholders holding 10% or more shares J & N Investment (Asia) Ltd., UK 22,029,370

Chairman Mr. Gerald K Adams Nil

Managing Director Ms. Rupali Chowdhury 10

Director and Company Secretary Mr. Abdul Khalek 10

Nominee Director Mr. K.R. Das 10

Independent Director Mr. Anil Bhalla 10

Nominee Director Mr. Subir Bose 10

Nominee Director Mr. Jean-Claude Loutreuil Nil

Independent Director Mr. M. Azizul Huq Nil

Head of Internal Audit Mr. Sabbir Ahmed Nil

Executive Mr. Nazimuddin Helali Nil

Executive Mr. Md. Mohsin Habib chowdhury Nil

Executive Ms. Humaira Fatema Hamim Nil

Executive Mr. Mohammad Ahsun Ullah Nil

Executive Mr. H. M. Rakib Ullah Bashar Nil

The spouses and minor children of above Directors and Executives did not hold any share of the Company on December 31, 2012.


Classification of share holders by holding on 31 December 2012

Holdings Number of holders Shares % Less than 500 shares Nominee 6 70 Less than 500 shares G. Public& Inst 1,749 144,850 0.6 501 to 5,000 shares G. Public& Inst 124 189,450 0.8 5,001 to 10,000 shares G. Public& Inst 18 136,800 0.6 10,001 to 20,000 shares G. Public& Inst 9 117,950 0.5 20,001 to 30,000 shares Institution 1 27,050 0.1 30,001 to 40,000 shares Institution 3 93,600 0.4 40,001 to 50,000 shares Institution 3 133,050 0.6 50,001 to 100,000 shares - - - - 100,001 to 1,000,000 shares Institution 1 316,750 1.4 Over 1,000,000 shares Group 1 22,029,370 95.0 1,915 23,188,940 100.0

Audit CommitteeThe Audit Committee comprises of

1. Mr. M. Azizul Huq (Chairman)2. Mr. Anil Bhalla (Member)3. Mr. K. R. Das (Member)4. Ms. Rupali Chowdhury (Member)5. Mr. Subir Bose (Member)6. Mr. Abdul Khalek (Member Secretary)

Mr. M. Azizul Huq and Mr. Subir Bose were appointed member of the Audit Committee with effect from January 1, 2013.

The number of Audit Committee Meetings and the attendance of Directors during the year 2012 were as follows:

Name of Director Meeting Dates & Attendance

29.01.2012 27.05.2012 14.10.2012

Mr. Anil Bhalla √ √ √

Mr. K. R. Das √ √ √

Ms. Rupali Chowdhury √ √ √

Mr. Abdul Khalek √ √ √

Risk Committee1. Ms. Rupali Chowdhury (Chairman)2. Mr. Abdul Khalek (Member )3. Mr. Sabbir Ahmed (Member)4. Mr. Nazimuddin Helali (Member Secretary)

Remuneration Committee1. Mr. K. R. Das (Chairman)2. Ms. Rupali Chowdhury (Member)3. Ms. Humaira Fatema Hamim (Member Secretary)

Capital Purchase Committee1. Mr. Abdul Khalek (Chairman)2. Mr. Nazimuddin Helali (Member)3. Mr. Rashedul Haque (Member Secretary)

Executive Committee1. Ms. Rupali Chowdhury (Chairman)2. Mr. Abdul Khalek (Member)3. Mr. Nazimuddin Helali (Member)4. Mr. Md. Mohsin Habib Chowdhury (Member)5. Mr. Mohammad Ahsun Ullah (Member)6. Mr. H. M. Rakib Ullah Bashar (Member)7. Mr. Rashedul Haque (Member)8. Mr. Sabbir Ahmed (Member)9. Mr. Mohammad Abu Nader Al Mokaddes (Member)10. Ms. Humaira Fatema Hamim (Member Secretary)


Audit Committee Report for the Year 2012The Audit Committee of Berger Paints Bangladesh Limited is pleased to confirm that the following activities have been carried out during the year 2012:

l Enhance good practices in financial reporting and risk management

l Ensure establishment of adequate internal controls and compliance with laws and regulations

l Ensure that the preparation, presentation and submission of financial statements have been made in accordance with the prevailing laws, standards and regulations.

In pursuance with Corporate Governance Guidelines 2012, the Audit Committee also reviewed the internal audit reports, the periodical and annual financial statements and the financial performance of Berger Paints Bangladesh Limited as well as its subsidiary company Jenson & Nicholson (Bangladesh) Limited for the year ended December 31, 2012. The Committee found adequate arrangement to present a true and fair view of the financial status of the company and did not find any material deviation, discrepancies or any adverse finding/observation in the areas of reporting.

On behalf of the Audit Committee,

Anil Bhalla March 17, 2013


Certificate on Corporate Governance ofBerger Paints Bangladesh Limited and its subsidiary

We have examined the compliance of conditions of Corporate Governance by Berger Paints Bangladesh Limited and its subsidiary, for the year ended 31 December 2012, as per the guidelines set by Bangladesh Securities and Exchange Commission (BSEC) by the notification SEC/CMRRCD/2006-158/129/Admin/43 dated 7 August 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the company and its subsidiary for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the company and its subsidiary.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company and its subsidiary have complied with the conditions of Corporate Governance as stipulated in the above-mentioned Notification.

We further state that such compliance is neither an assurance as to the future viability of the company and its subsidiary nor the efficiency or effectiveness with which the management has conducted the affairs of the company and its subsidiary.

Dhaka, 17 March 2013 A. Qasem & Co. Chartered Accountants


Value Added StatementFor the year ended 31 December 2012

Taka in ‘000

2012 2011

Amount % Amount %

Turnover 9,069,818 7,681,060

Less: Purchase of materials & service 5,723,048 4,708,234

Value added 3,346,770 100 2,972,826 100

Applications:

National Exchequer 1,980,871 59.19 1,800,772 60.57

Employees salaries, wages & other benefits 559,497 16.72 450,891 15.17

Shareholders dividend 417,401 12.47 417,401 14.04

Reserve & surplus 389,001 11.62 303,762 10.22

3,346,770 100.00 2,972,826 100.00


We have audited the accompanying Financial Statements of Berger Paints Bangladesh Limited which comprise the Statement of Financial Position as at 31 December, 2012, the Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards (BFRS), and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

OpinionIn our opinion, the financial statements present fairly, in all material respects, the financial position of Berger Paints Bangladesh Limited as at 31 December 2012 and its financial performance and its cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standards (BFRS), and comply with applicable sections of the Companies 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 purpose of our audit and made due verification thereof.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appeared from our examination of those books.

(c) The statement of financial position, and statement of comprehensive income dealt with by the report are in agreement with the books of account and returns.

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

Dhaka, March 17, 2013 A. Qasem & Co. Chartered Accountants

Auditors’ Report to the Shareholders ofBerger Paints Bangladesh Limited


Taka in '000 Note 31-Dec-12 31-Dec-11

Applications of FundsNon - Current AssetsProperty, plant and equipment 3.1 1,001,521 1,013,948Capital work-in-progress 4 125,556 14,086Intangible assets 5 23,121 34,311 1,150,198 1,062,345

Term deposit 10.1 87,381 58,397Investments - at cost 6.1 39,300 39,300 126,681 97,697 1,276,879 1,160,042

Current AssetsStocks 7 1,190,049 1,346,988Book debts 8 499,686 472,468Advances, deposits and prepayments 9 147,167 153,202Cash and bank balances 10.2 364,040 265,362Inter-company receivables 11 90,280 26,627 2,291,222 2,264,647

Current Liabilities and ProvisionsOperational overdraft (OD) 12 (33,171) (317,423)Creditors and accruals 13 (848,473) (758,445)Provision for royalty 14 (168,773) (188,614)Provision for tax 15 (83,490) (56,684)Employees' retirement gratuity 16 (5,172) (6,127)Unclaimed dividend - local (6,886) (6,196)Liability for unclaimed IPO application money 17 (147) (153) (1,146,112) (1,333,642)Net Current Assets 1,145,110 931,005Capital Employed 2,421,989 2,091,047

Sources of FundsShareholders' FundsShare capital 18.2 231,890 231,890Reserves and surplusGeneral reserve 10,000 10,000Share premium 19 115,068 115,068Unappropriated profit 20 1,966,657 1,631,268 2,091,725 1,756,336Deferred LiabilitiesDeferred tax 21 98,374 102,821 2,421,989 2,091,047

Contingent liabilities & assets 22 860,966 484,099

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

Audited Financial StatementsStatement of Financial PositionAs at 31 December 2012

Director & Company Secretary Director Managing Director

Auditors' Report to the ShareholdersSee annexed report



Statement of Comprehensive IncomeFor the year ended 31 December 2012

Taka in '000 Note 2012 2011

Sales - net 23 7,611,213 6,321,274Cost of sales 24 (5,086,852) (4,192,032)Gross profit 2,524,361 2,129,242Expenses Warehousing, distribution & selling 25 (1,282,451) (1,046,280)Administrative 26 (223,197) (190,001) (1,505,648) (1,236,281)Trading profit 1,018,713 892,961Other operating charges Royalty 14 (59,639) (47,497)Training and consultancy fee 27 (2,430) (2,700) (62,069) (50,197)Financial expenses (Borrowing costs) 2.17 (17,866) (43,661)Other operating income 28.1 125,727 126,594Net other income 45,792 32,736Gross operating profit 1,064,505 925,697Contribution @ 5% of gross operating profit to workers’ profits participation & welfare funds 13.1 (53,225) (46,285)Net operating profit 1,011,280 879,412Dividend income from J&N (B) L 10,000 10,000Other non-operating income 28.2 1,063 5,387Profit before tax 1,022,343 894,799Provision for current tax 2.14 & 15 (274,000) (170,000)Provision for deferred tax 2.14.1 & 21 4,447 (3,636) (269,553) (173,636) Profit after tax 752,790 721,163

Basic earnings per share 35 32.46 31.10






Taka in '000 Note 2012 2011

Cash Flows from Operating Activities (A) Cash received from customers 7,586,575 6,199,237Cash received from other operating income 123,146 129,856Dividend income from JNBL 10,000 10,000Cash paid to suppliers and employees (6,376,858) (5,818,915)Payment of interest 2.17 (17,866) (43,661)Income tax paid 15 (247,194) (221,955)Net cash from operating activities 35 1,077,803 254,562 Cash Flows from Investing Activities (B) Capital expenditures 3.1, 4 & 5 (250,686) (216,864)Investment in Berger Becker Bangladesh Limited 6.1 - (39,200)Investment in Non-current assets (FDRs) 10.1 (28,984) (7,934)Proceeds from sale of assets 3.4 1,513 5,391Net cash used in investing activities (278,157) (258,607) Cash Flows from Financing Activities (C) Repayment of IPO application money 17 (6) -Dividend paid (416,710) (416,183)Net cash used in financing activities (416,716) (416,183)

Increase/(Decrease) in cash and bank balance (D) = (A+B+C) 382,930 (420,228) Opening cash in hand and at bank (E) 10.2 & 12 (52,061) 368,167Closing cash in hand and at bank (D+E) 10.2 & 12 330,869 (52,061)


Statement of Cash FlowsFor the year ended 31 December 2012





Statement of Changes in EquityFor the year ended 31 December 2012

Taka in '000

ParticularsShareCapital

GeneralReserve

SharePremium

UnappropriatedProfit

TotalEquity

Balance at 1 January 2011 231,890 10,000 115,068 1,327,506 1,684,464

Distribution of dividend - - - (417,401) (417,401)

Unappropriated profit for the year - - - 721,163 721,163

Balance at 31 December 2011 231,890 10,000 115,068 1,631,268 1,988,226

Balance at 1 January 2012 231,890 10,000 115,068 1,631,268 1,988,226

Distribution of dividend - - - (417,401) (417,401)

Unappropriated profit for the year - - - 752,790 752,790

Balance at 31 December 2012 231,890 10,000 115,068 1,966,657 2,323,615

Notes 18.2 19 20






1. The company and its operations

1.1 Legal form of the Company

The Company was incorporated on 6 June 1973 as a ‘Private’ company limited by shares registered under the Companies Act.

Subsequently the Company has been converted to ‘Public’ company limited by shares vide extra ordinary general meeting held on 21

June 2005 and was listed with both Dhaka and Chittagong Stock Exchanges of Bangladesh.

1.2.1 Address of the registered and corporate office

The registered and corporate offices of the Company are located at Berger House, House 8, Road 2, Sector 3, Uttara Model Town, Dhaka.

1.2.2 Nature of business activities

The principal activities of the Company throughout the year continued to be manufacturing and marketing of liquid and non-liquid paints

& varnishes, emulsion and coating.

Berger Paints Bangladesh Ltd. owns 100% shares of Jenson & Nicholson (Bangladesh) Limited - J&N (B) L. The principal activities

of J&N (B) L until 12 August 1995 were trading and indenting. It started production and marketing of tin containers and printing of tin

sheets from 12 August 1995 and 1 September 1997 respectively in its factory at 70, East Nasirabad Industrial Area, Chittagong.

Berger Paints Bangladesh Limited also owns 49% shares of Berger Becker Bangladesh Limited - BBBL. BBBL was incorporated in

Bangladesh on 20 December 2011 as a Joint Venture of Becker Industrial Coating Holding AB, Sweden and Berger Paints Bangladesh

Limited. The principal activities of the company are manufacturing and marketing of coil coatings.

2. Summary of significant accounting principles

2.1 Basis of preparation and presentation of the financial statements

The financial statements have been prepared and the disclosures of information are made in accordance with the requirements of the

Companies Act 1994, The Securities and Exchange Rules 1987, International Accounting Standards (IAS) and International Financial

Reporting Standards (IFRS) as much as practicable. The statement of financial position and statement of comprehensive income

have been prepared according to IAS 1 Presentation of Financial Statements on accrual basis of accounting following going concern

assumption under generally accepted accounting principles and practices in Bangladesh and statement of cash flows is prepared

according to IAS 7 Statement of Cash Flows.

2.2 Accounting convention and assumption

The financial statements are prepared under the historical cost convention.

2.3 Principal accounting policies

The specific accounting policies have been selected and applied by the Company’s management for significant transactions and events

that have a material effect within the framework for preparation and presentation of financial statements. Financial statements have been

prepared and presented in compliance with IAS 1 Presentation of Financial Statements. The previous year’s figures were re-arranged

according to the same accounting principles. Compared to the previous year, there were no significant changes in the accounting and

valuation policies affecting the financial position and performance of the Company. However, changes made to the presentation are

explained in the note for each respective item.

Accounting and valuation methods are disclosed for reasons of clarity. The Company classified the expenses using the function of

expenses method as per IAS 1.

Notes to the Financial StatementsFor the year ended 31 December 2012


2.4 Application of standards

The following IASs and IFRSs are applicable for the financial statements for the year under review.

IAS 1 Presentation of Financial Statements

IAS 2 Inventories

IAS 7 Statement of Cash Flows

IAS 8 Accounting policies, Changes in Accounting Estimates and Errors

IAS 10 Events after the Reporting Period

IAS 12 Income Taxes

IFRS 8 Operating Segments

IAS 16 Property, Plant and Equipment

IAS 17 Leases

IAS 18 Revenue

IAS 19 Employee Benefits

IAS 21 The Effects of Changes in Foreign Exchange Rates

IFRS 3 Business Combinations

IAS 23 Borrowing Costs

IAS 24 Related Party Disclosures

IAS 26 Accounting and reporting by retirement benefit plans

IAS 27 Consolidated and Separate Financial Statements

IAS 28 Investments in Associates

IAS 33 Earnings Per Share

IAS 37 Provisions, Contingent Liabilities and Contingent Assets

IAS 38 Intangible Assets

2.5 Property, plant and equipment

Tangible fixed assets are accounted for according to IAS 16 Property, Plant and Equipment at historical cost less cumulative depreciation

and the capital work-in-progress is stated at cost.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the

carrying amount of the asset and is recognized as non-operating income and reflected in the statement of comprehensive income.

2.5.1 Depreciation of the fixed assets

Tangible assets are depreciated according to the straight-line depreciation method.

Consistently, depreciation is provided on straight-line method on the cost at which the asset is carried in the books of account.

Depreciation continues to be provided until such time as the written down value is reduced to Taka one.

Depreciation on acquisition is made from the month following acquisition and charging of depreciation on item ceases from the month

in which the deletion thereof takes place.


The depreciation rate(s) are as follows:

Category of fixed assets Rate %

Long leasehold land:

Chittagong factory 2

Corporate Office - Dhaka 1

Buildings – on freehold and leasehold lands 2

Buildings – Other Construction 10

Plant & Machinery 10

Factory & Laboratory equipment 20

Other machinery & equipment 12.5

Office equipment 15

Furniture, fixtures & fittings 12.5

Computer 20 (till 1996: 15)

Vehicles – Car, Jeep and Micro 25

– Delivery Van 20

Loose tools 50

2.6 Intangible assets

Intangible assets are measured at cost less accumulated amortization and recognized when all the conditions for recognition as per IAS

38 Intangible Assets are met. Subsequent expenditure is capitalized only when it is probable that the future economic benefits embodied

therewith will flow to the Company and its cost can be measured reliably.

2.6.1 Amortization of the intangible assets

Intangible assets are amortized according to the straight-line depreciation method.

The amortization rate(s) are as follows:

Category of intangible assets Rate %

Software 20

Trade marks 10

2.7 Consolidation of financial statements

The Company has not consolidated the financial statements of its subsidiary (Jenson & Nicholson Bangladesh Limited - JNBL) and

associate (Berger Becker Bangladesh Limited - BBBL) but has taken the investment therein at cost.

2.8 Valuation of stocks Inventories are stated at the lower of cost or net realizable value in compliance to the requirements of para 21 and 25 of IAS 2.

Category of stocks Basis of valuation

Raw and packing materials : At weighted average cost

Semi finished goods : At standard cost

Finished goods in Chittagong & Dhaka Factory : At standard cost

at warehouses and depots : At standard cost

Stores and consumable items : At weighted average cost

Promotional items : At weighted average cost

Standard cost comprises value of materials, standard activity cost and overheads.


2.8.1 Stock write off/down

It includes the cost of written off or written down values of redundant, damaged or obsolete stocks which are dumped and/or old stocks.

However, “slow-moving” items are considered to be not material and capable of being used and/or disposed of at least at their carrying

book value.

2.9 Book debts

Book debts are carried at original invoice amount less an estimate made for doubtful debts based on a review of all outstanding

amounts at the period-end.

2.10 Cash and cash equivalents

Cash and cash equivalents include cash in hand, cash at banks and term deposits which are available for use by the Company without

any restrictions. There is an insignificant risk of change in value of the same.

2.11 Foreign currency transactions

Foreign currency transactions are recorded at the applicable rates of exchange ruling at the transaction date in accordance with IAS

21 The Effects of Changes in Foreign Exchange Rates. Foreign currency transactions are translated at the exchange rate ruling on the

date of transaction. Exchange differences at the balance sheet date are charged/credited to the statement of comprehensive income.

2.12 Creditors and accrued expenses

2.12.1 Trade and other payables

Liabilities are recorded at the amount payable for settlement in respect of goods and services received by the Company.

2.12.2 Provision

The preparation of financial statements in conformity with IAS 37 Provisions, Contingent Liabilities and Contingent Assets requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses, assets and liabilities, and the disclosure requirements for contingent assets and liabilities during and at the date of the financial statements.

In accordance with the guidelines as prescribed by IAS 37 provisions were recognized in the following situations:

l When the Company has a present obligation as a result of past event;l When it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; andl Reliable estimates can be made of the amount of the obligation.

We have shown the provisions in the statement of financial position at an appropriate level with regard to an adequate provision for risks and uncertainties. An amount recorded as a provision represents the best estimate of the probable expenditure required to fulfill the current obligation on the date of statement of financial position.

Other provisions are valued in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and, if required, in accordance with IAS 19 Employee Benefits. Other provisions comprise all recognizable risks from uncertain liabilities and anticipated losses from pending transactions.

2.13 Employee benefits

2.13.1 Employees’ retirement gratuity fund The Company established Gratuity Fund vide Board of Directors resolution # 2(a) of 21st June 2005. The Fund was recognized by

the National Board of Revenue vide order # 6(12)/KAMAPRO/2006/601 of 19th October 2006. During the year 2012 provision was

made equivalent to 1.7 times of one month basic salary (2011, 2010, 2009 & 2008 - 1.7 times, 2007 & 2006 - 1 time and till

2005 - 2 times) of all permanent employees on the payroll of the Company. The year end balance of gratuity account amounting to

Tk 5,172 thousand has been transferred on 28th January 2013.

The Company introduced gratuity scheme in 1978 (effective from 6 June 1973). In terms of the scheme, on completion of a

minimum five years of uninterrupted service with the Company, all permanent employees were entitled to gratuity equivalent to two

months basic (latest) pay for each completed year or major part of a year of their respective services subject to a maximum of twenty

five years. The Fund replaced the scheme and enacted similar benefits for employees in its Rules duly approved by the National Board

of Revenue. The Actuary has evaluated the Fund and found the same sufficient to meet potential liabilities.


2.13.2 Staff provident fund

The Company, through the trustees, has been maintaining a recognized contributory provident fund for all eligible permanent employees.

2.13.3 Workers’ profit participation and welfare fund

Provision for workers’ profit participation and welfare fund has been made @ 5% of gross operating profit as per provision of the

Bangladesh Labour Law 2006 and payable to the Fund.

2.14 Taxation

Provision is made at the effective rate of 24.75%, considering 10% as tax rebate (for declaring more than 20% dividend) on ruling

rate of 27.5% of tax, applied on ‘estimated’ taxable profit as a “Publicly Traded Company”.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of

comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further

excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been

enacted or substantively enacted till the date of statement of financial position.

2.14.1 Deferred Tax

Provision is made at the effective tax rate (24.75%) applied on the amount of temporary difference between accounting and fiscal

written down value of fixed assets.

2.15 Contingent liabilities and assets

Contingent liabilities and assets are current or possible obligations or assets, arising from past events and whose existence is due to the

occurrence or non-occurrence of one or more uncertain future events which are not within the control of the Company. In accordance

with IAS 37 Provision, Contingent Liabilities and Contingent Assets those are disclosed in the notes to the financial statements.

2.16 Revenue recognition

In compliance with the requirements of IAS 18 Revenue, revenue is recognized only when:

a. in case of sales - the products are invoiced and dispatched to the customers; and

b. in case of interest and color bank income - on accrual basis.

2.17 Borrowing costs

In compliance with the requirements of IAS 23 Borrowing Costs, borrowing costs of operational period on short term loan and

overdraft facilities from Standard Chartered Bank, Hong Kong Shanghai Banking Corporation, Citibank N.A. and Commercial Bank of

Ceylon were charged off as revenue expenditure as they were incurred.

2.18 Lease arrangements

The Company has twelve operating lease arrangements with IDLC Finance Limited and United Leasing Company Limited for the

motor vehicles.

2.18.1 Measurement of lease payments

Lease payments (excluding cost for services such as insurance and maintenance) are recognized as expense in the statement of

comprehensive income on a straight-line basis.

2.19 Research, development and experimental costs

In compliance with the requirements of IAS 38 Intangible Assets, these are usually absorbed as revenue charges as and when

incurred, as being not that material in the Company’s and/or local context.

2.20 Repairs, upkeep and maintenance charges

These are usually charged out as revenue expenditure in the period in which these are incurred.

2.21 Bad and doubtful debts

This item takes into account both actual bad debts written off and movements in the provision for doubtful debts.

2.22 Advertising and promotional expenses

All costs associated with advertising and promotional activities are charged out in the year incurred.


2.23 Statement of cash flows

Statement of cash flows is prepared principally in accordance with IAS 7 Statement of Cash Flows and has been presented under

direct method as required by the Securities and Exchange Rules 1987.

2.24 Earnings per share

The Company calculates Earnings Per Share (EPS) in accordance with IAS 33 Earning Per Share which has been shown on the face

of statement of comprehensive income.

2.24.1 Basic earnings

This represents earnings for the year attributable to the ordinary shareholders. As there was no preference dividend, minority interest

or extra ordinary items, the net profit after tax for the year has been considered as fully attributable to ordinary shareholders.

2.24.2 Weighted average number of ordinary shares outstanding during the year

Computation of weighted average number of ordinary shares is not required as number of shares outstanding has not changed during

the year under review.

2.24.3 Basic earnings per share

This has been calculated by dividing the basic earnings by number of ordinary shares outstanding during the year.

2.24.4 Diluted earnings per share

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

2.25 Information about segments

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns

that are different from those of other business segments. Segment result for the year ended 31 December 2012 and segment assets

and liabilities on that date are as follows:

(Taka in ’000)

Particulars Paints Others Total

Net sales 7,496,126 115,087 7,611,213

Gross profit 2,486,191 38,170 2,524,361

Less : expenses 1,482,881 22,767 1,505,648

Profit before tax 1,006,884 15,459 1,022,343

Segment assets 3,514,149 53,952 3,568,101

Segment liabilities 1,128,782 17,330 1,146,112


3 Property, Plant and Equipment

3.1 The make-up - notes 2.5, 2.5.1, 3.2 & 3.4

Taka in ‘000

Particulars

Tangible assets

Land &Building

Plant & Machinery

EquipmentIncl

Computer

Furniture &

Fixtures

MotorVehicles

LooseTools

TotaTan.

Assets

Cost

Opening balance at 1 January 563,739 559,378 530,623 41,051 7,941 791 1,703,523

Addition during the year 30,259 59,031 41,761 5,277 2,220 461 139,009

Deletion / adjustment during the year - note 3.4 - (2,533) (167) (109) (1,863) (19) (4,691)

Closing balance at 31 December 593,998 615,876 572,217 46,219 8,298 1,233 1,837,841

Accumulated depreciation

Opening balance at 1 January 115,449 357,839 182,409 25,205 7,930 743 689,575

Charged during the year - note 3.2 13,281 84,607 46,871 6,006 10 211 150,986

Deletion during the year - note 3.4 - (2,144) (116) (99) (1,863) (19) (4,241)

Closing balance at 31 December 128,730 440,302 229,164 31,112 6,077 935 836,320

Carrying amount at 31 December 2012 465,268 175,574 343,053 15,107 2,221 298 1,001,521

Carrying amount at 31 December 2011 448,290 201,539 348,214 15,846 11 48 1,013,948

Taka in ‘000

2012 2011

3.2 The make-up of depreciation / amortization - notes 2.5.1, 3.1 & 5 Opening balance 712,746 567,852 Charge for the year Manufacturing overhead - note 24.3 93,287 83,565 Warehousing, distribution & selling expenses - note 25 42,443 39,640 Administrative expenses - note 26 15,256 13,092 150,986 136,297 Amortization during the year - note 5 Administrative expenses - note 26 11,358 11,357 Selling expenses - note 25 39 39 11,397 11,396 162,383 147,693 875,129 715,545 Withdrawn (on deletion) during the year - note 3.4 (4,241) (2,799) Closing balance 870,888 712,746

3.3 Fully depreciated items - cost thereof 317,657 269,902


3.4 Following items were deleted during the year

Particulars Cost(Note 3.1)

Acc. Dep(Note 3.2)

Book value Sale Proceeds Mode of Sales

Motor vehicles 1,863 1,863 - 1,338 Quotation

Building, Plant & Machinery 2,533 2,144 389 56 Quot & Demo

Equipments & Furniture & Fixtures 276 215 61 119 Quotation

Loose Tools 19 19 - - Demolition

Balance at 31 December 2012 4,691 4,241 450 1,513

Balance at 31 December 2011 2,803 2,799 4 5,391

Taka in ‘000

2012 2011

4 Capital work-in-progress - note 2.5

Opening balance at 1 January 14,086 10,980

Addition during the year 188,087 150,294

Adjustment during the year (76,617) (147,188)

Closing balance at 31 December 125,556 14,086

5 Intangible assets - notes 2.6 & 2.6.1 Taka in ‘000

ParticularsSAP

Software

TradeMarksNote 25

TotalIntan. Assets

Cost

Opening balance at 1 January 57,091 391 57,482

Addition during the year - 207 207

Deletion / adjustment during the year - - -

Closing balance at 31 December 57,091 598 57,689

Accumulated amortization

Opening balance at 1 January 22,849 322 23,171

Charged during the year - note 3.2 11,358 39 11,397

Deletion during the year - - -

Closing balance at 31 December 34,207 361 34,568

Carrying amount at 31 December 2012 22,884 237 23,121

Carrying amount at 31 December 2011 34,242 69 34,311


Taka in ‘000

2012 2011

6 Investments - at cost - note 2.7

6.1 Make-up: Jenson & Nicholson (Bangladesh) Limited - note 6.2 100 100 Berger Becker Bangladesh Limited - note 6.3 39,200 39,200 39,300 39,300

6.2 The Company owns 100% paid-up ordinary share capital of Tk 100 thousand (1,000 shares of Tk 100 each) of J&N (B) L, Chittagong, which is a wholly owned and managed subsidiary of the Company - Berger Paints Bangladesh Limited and this subsidiary has a carry forwarded retained earnings’ figure of Tk 130,500 thousand as of the balance sheet date. BPBL received Tk 2,000 thousand from J&N (B) L as management charges. Other pertinent transactions with and interest in J&N (B) L are noted in notes 6.1, 11, 24.3, 26, 28.1 & 36.

6.3 The Company owns 49% paid-up ordinary share capital of Tk 39,200 thousand (3,920,000 shares of Tk 10 each) of Berger Becker Bangladesh Limited (BBBL), which is a joint venture of Becker Industrial Coatings Holding AB, Sweden and Berger Paints Bangladesh Limited (BPBL). BPBL receives Tk 2,500 thousand from BBBL as management charges per anum. Other pertinent transactions with and interest in BBBL are noted in notes 6.1, 11, 24.3, 25, 26 & 36.

Taka in ‘000

2012 20117 Stocks - notes 2.8 & 38

On handRaw materials 587,925 855,618Semi - finished products 84,127 70,068

672,052 925,686Packing materials 34,444 26,220 Note 24.1 706,496 951,906Finished goods - notes 24 & 24.4

Own manufactured products 341,781 276,608Imported products 56,012 27,484

397,793 304,092Stocks in transit (GIT) 67,225 68,873Store, consumables & promotional items - note 2.8 18,535 22,117 1,190,049 1,346,988

8 Book debts - notes 2.9 & 388.1 Trade debtors

Unsecured 501,179 475,183General provision for bad and doubtful debts - notes 2.9 & 2.21 (4,413) (3,055)Considered to be good 496,766 472,128

Other debtors 2,920 340 499,686 472,468

8.2 Outstanding for a period exceeding six months 15,704 32,950

8.3 Other debtors include interest accrued on investments 2,920 340

8.4 Other debtors include items realizable or adjustable after twelve months from the date of balance sheet - -


Taka in ‘000

2012 20119 Advances, deposits and prepayments

9.1 The make-up Advances

EmployeesHouse building loans - notes 28.1 & 9.3 18,122 19,984Other 9,665 6,943

27,787 26,927Goods and services 48,971 56,176Rental 16,379 10,982 93,137 94,085

DepositsValue added tax-VAT 35,682 37,538Supplimentary Duty 8,467 5,195Security deposits 4,354 6,476 48,503 49,209

Prepaid expensesOther - Insurance Premium 5,527 9,908

147,167 153,202

9.2 These include dues realizable/adjustable after one year from the balance sheet date 17,771 25,438

9.3 Advance recoverable in cash - note 9.1 18,122 19,984

10 Cash and bank balances - note 2.10

10.1 Non - Current: Term deposit accounts - note 28.1

Four years against countervailing lease agreement 87,381 58,397

10.2 Current: Term deposit accounts - note 28.1

Twelve months - 19,155Three months 69,155 -

69,155 19,155 Current and collection accounts 278,497 230,593 Short term deposit accounts ( STD) - note 28.1

Operational account 2,718 2,323Dividend account 7,306 6,961IPO account 278 271

10,302 9,555 Foreign currency current accounts - note 2.11

Operational account 270 483IPO account 60 61

330 544 In hand - cash 5,756 5,515 364,040 265,362

11 Inter- company receivables - notes 6 & 36 Due from / (to) J&N (B) L 75,221 26,211 Due from / (to) BBBL 15,059 416 90,280 26,627

12 Operational Overdraft / Revolving OD - notes 2.10 & 38 Current accounts (33,171) (317,423)


Taka in ‘000

2012 201113 Creditors and accruals - note 2.12

13.1 The make-up For revenue expenses - note 13.2 481,504 409,301 For trading supplies 229,124 172,807 For other finance - note 13.3 80,784 121,665 For capital expenditure 3,836 8,387 795,248 712,160 Workers’ profits participation & welfare funds - note 2.13.3 53,225 46,285 848,473 758,44513.2 Creditors for revenue expenses - note 13.1

Accrued charges 367,594 272,349Provision for trade rebate 107,089 127,636Training and consultancy fee - note 27 6,821 9,316

481,504 409,30113.3 Creditors for other finance - note 13.1

Clearing account 59,138 95,707Security deposits 9,395 8,988Tax deduction at source 6,172 4,219Staff income tax (342) (1,232)Others 6,421 13,983

80,784 121,665

14 Provision for royalty Payable for five years from 1 January 2012 to J & N Investment (Asia) Limited - UK, based on an agreement @ 1.25% (1 January 2007 to

31 December 2011 - 1.5%) on net sales of the products under the technical categories Robbialac, Colorizer, Apexior and Protecton and for emulsion unit payable @ IRS 1 for each KG of Texbond, Power Bond and any other products to be manufactured with the formulation and technical support of Plasticizer & Polymer Products wef 1 January 2010 for three years.

Opening balance 188,614 141,117Remitted during the year 79,838 - 108,776 141,117Charged for the year - note 31.1 59,639 59,524 168,415 200,641Additional provision (made) / written back (358) 12,027Closing balance 168,773 188,614

The service provider-wise break down of current charge is as follows:

Name of the technology provider Name of the productJ&N Investment (Asia) Limited - note 36 Robbialac, Colorizer 56,216 56,599 Apexior 1 & 3, Protecton

Plasticizer & Polymer Products Emulsion 3,423 2,925 59,639 59,524

15 Provision for tax - note 2.14 Opening balance 56,684 108,639 Provided for the year 274,000 170,000 330,684 278,639 Tax deducted at source and paid in advance 247,194 221,955 Closing balance 83,490 56,684


Taka in ‘000

2012 201116 Employees’ retirement gratuity - note 2.13.1

Opening balance 6,127 4,461Provided for the year 6,737 6,127 12,864 10,588Transferred to gratuity fund (7,692) (4,461) 5,172 6,127

Thereof likely to be discharged / transferred in the following year 5,172 6,127

17 Liability for unclaimed IPO application moneyOpening balance 153 153Refunded during the year 6 -Closing balance 147 153

18 Share capital

18.1 Authorized 40,000,000 shares of Tk 10 each 400,000 400,000

18.2 Issued, subscribed and fully paid-up

Number of shares 23,188,940 23,188,940 Subscribed capital 231,890 231,890

The Company converted the face value of its share from Tk 100 to Tk 10 each vide a special resolution passed on 21 June 2005. The Company issued 11,59,500 ordinary shares of Tk 10 each through initial public offering (IPO), vide the consent letter of Securities and Exchange Commission ref SEC/CI/IPO-71/2005/168 dated 10 October 2005 - note 19.

18.3 The position of share holding 2012 2011 Number % Number %

Foreign shareholdersJ & N Investment (Asia) Limited - Group 22,029,370 95.00 22,029,370 95.00Nominee of J & N Investment (Asia) Limited 30 0.00 30 0.00Institutions (financial & others) 55,500 0.24 14,800 0.06

Bangladeshi shareholdersNominee of J & N Investment (Asia) Limited 40 0.00 40 0.00Institutions (financial & others) 820,053 3.55 833,305 3.59General public 283,947 1.22 311,395 1.34 23,188,940 100.00 23,188,940 100.00 Note 35 35

18.4 Classification of share holders by holding 2012 2011 Number of Number of Holdings holders Shares % holders

Less than 500 shares Nominee 6 70 0.0 6 Less than 500 shares G. Public& Inst 1,749 144,850 0.6 1,948 501 to 5,000 shares G. Public& Inst 124 189,450 0.8 170 5,001 to 10,000 shares G. Public& Inst 18 136,800 0.6 16 10,001 to 20,000 shares G. Public& Inst 9 117,950 0.5 10 20,001 to 30,000 shares Institution 1 27,050 0.1 1 30,001 to 40,000 shares Institution 3 93,600 0.4 3 40,001 to 50,000 shares Institution 3 133,050 0.6 2 50,001 to 100,000 shares Institution - - - - 100,001 to 1,000,000 shares Institution 1 316,750 1.4 1 Over 1,000,000 shares Group 1 22,029,370 95.0 1 1,915 23,188,940 100.0 2,158


In Taka

Last Trade 2012 2011

18.5 Market Price per share Dhaka Stock Exchange 27.12.2012 530.77 550.00 Chittagong Stock Exchange 24.12.2012 530.00 525.00

18.6 Number of shares held by the members of the Company’s Executive (Nominee of Group)

In Number

Name Designation 2012 2011

Ms. Rupali Chowdhury Managing Director 10 10Mr. Masih Ul Karim Former Advisor & Board Member 20 20Mr. Abdul Khalek Director & Company Secretary 10 10

Taka in ‘000

2012 2011

19 Share premium Opening balance 115,068 115,068 Premium received from Initial public offering (IPO) - note 18.2 - - Adjustment of share issue expenses - - Closing balance 115,068 115,068

The Company received an amount of Tk 127,545 thousand as premium (11,59,500 ordinary shares of Tk 110 each) at the time of IPO. In accordance with provisions of Companies Act 1994, Tk 12,477 thousand was adjusted as share issue expenses.

20 Unappropriated Profit Opening balance 1,631,268 1,327,506 Balance of profit for the year - brought forward 752,790 721,163 2,384,058 2,048,669 Payment / Distribution of dividend (417,401) (417,401) Closing balance 1,966,657 1,631,268

21 Deferred tax - note 2.14.1 Opening balance 102,821 99,185 Provided for the year (4,447) 3,636 Closing balance 98,374 102,821

22 Contingent liabilities and assets - note 2.15

22.1 Bank guarantees issued by the Company’s banker on counter indemnities given by the Company there against and secured - as indicated in note 38 1,702 1,502

22.2 Financial commitments by confirmed irrevocable letters of credit which are secure against usual shipping documents & as indicated in note 38 781,639 400,004

22.3 Capital expenditure commitments Contracted for but not taken into account - - Authorized but not contracted for - -

22.4 Future aggregate minimum lease payments under operating lease - note 2.18 Not later than 1 year 32,861 26,012 Later than 1 year and not later than 5 years 44,764 56,581 Later than 5 years - -


Taka in ‘000

2012 2011

22.5 There was no claim against and/or favoring the Company - not acknowledged as debts payable and/or receivable - -

22.6 There are contingent liabilities in respect of certain legal claims made against the Company. However, these are all vigorously defended and the Directors do not consider it necessary to make provision in respect of any of these claims. - - 860,966 484,099

23 Sales - notes 2.16 & 24.4 The make-up of sales is as follows

Taka in ‘000

2012 2011

Unit Quantity Taka Quantity TakaPaints

Liquid KL 38,423.1 8,053,919 35,329.7 6,879,375

Non-liquid MT 11,063.0 996,926 9,478.2 789,273

9,050,845 7,668,648

Other items (Trading)

Liquid KL 26.7 31,312 47.3 33,750

Non-liquid / Brush MT / Pcs 206.6 107,645 118.4 95,771

138,957 129,521

Note 24.4 9,189,802 7,798,169

Less: Trade rebate (119,884) (117,109)

Value Added Tax - VAT (1,196,977) (1,021,524)

Supplementary Duty - SD (261,728) (338,262)

(1,578,589) (1,476,895)

7,611,213 ** 6,321,274

* Thereof, exports amounted to - note 31.2 26,412 11,380

** As per para 8 of IAS 18 Revenue, amounts collected on behalf of third parties such as Value Added Tax (VAT) and Supplementary Duty (SD) are excluded from revenue.

Taka in ‘000

2012 201124 Cost of sales

Finished goodsOpening stock - notes 7 & 24.4 304,092 300,792Purchases - imported - note 24.4 138,165 99,319

442,257 400,111Cost of production

Material consumed - notes 24.1, 24.5 & 24.6 4,678,632 3,796,593Labour and overheads - note 24.3 367,511 299,420

5,046,143 4,096,013Cost of finished goods available 5,488,400 4,496,124

Finished goodsClosing stock - notes 7 & 24.4 (397,793) (304,092)Provision for stock loss (3,755) -

(401,548) (304,092)Cost of sales 5,086,852 4,192,032


Taka in ‘000

2012 201124.1 Materials consumed

Opening stock - note 7Raw materials 855,618 526,165Semi - finished products 70,068 56,443Packing materials 26,220 22,735

951,906 605,343 Purchases - note 24.2

Raw materials 3,638,809 3,461,442Packing materials 794,413 681,714

4,433,222 4,143,156 5,385,128 4,748,499

Closing stock - note 7Raw materials (587,925) (855,618)Semi - finished products (84,127) (70,068)Packing materials (34,444) (26,220)

(706,496) (951,906) Notes - 24, 24.5 & 24.6 4,678,632 3,796,593

24.2 Materials purchase - cost & direct charges - note 24.1 Raw materials

Imported 2,772,090 2,803,859Indigenous 866,719 657,583

3,638,809 3,461,442 Packing materials - indigenous 794,413 681,714

4,433,222 4,143,15624.3 Labour and overheads - note 24 Personnel cost - notes 2.13, 33 & 34

Salary, wages & welfare 192,022 * 153,803 Depreciation - note 3.2 93,287 83,565 Fuel, water and power 27,346 17,152 Repairs and maintenance - note 2.20 26,331 17,390 Stores & spares consumed - note 24.6 5,845 9,298 Insurance 3,813 2,977 Other overhead 9,363 7,741 Traveling & conveyance 3,411 825 Reserch, development and experimental costs - note 2.19 2,564 2,542 Rent, rates & other taxes 3,085 2,871 L/C & Bank charges 444 1,256 367,511 299,420

* The amount has been arrived after crediting Tk 800 thousand from JNBL and Tk 750 thousand from BBBL being realisation of management charges - notes 6.2 & 6.3.


24.4 Particulars in respect of stocks, sales and purchases of finished goods

Figures in ‘000

Opening Stock Closing Stock Sales Purchase

Unit Qty Taka Qty Taka Qty Taka Qty Taka Paints

Liquid Ltr 2,305 247,069 2,429 298,163 38,423 8,053,919 - -Non-Liquid KG 565 29,539 719 43,496 11,063 996,926 - -

Other ItemsLiquid Ltr 9 8,645 28 23,903 27 31,312 - -Non-Liquid KG 17 3,198 36 10,361 207 58,512 - 138,165Brush Pcs 15,641 21,869 - 49,133 - - 2012 Taka 304,092 397,792 9,189,802 138,165

2011 Taka 300,792 304,092 7,798,169 99,319 Notes 24 & 7 24 & 7 23 24

24.5 Analysis of materials consumed

Figures in ‘000

2012 2011

Qty - KG Taka Qty - KG Taka

i) Raw materialsResin 733 178,930 690 156,256Pigments 4,156 1,125,414 4,010 893,960Extenders & white cements 23,239 412,371 20,730 336,045Solvents & oils 9,484 838,273 8,529 621,132Additives & chemicals 7,666 1,337,455 6,868 1,110,971 45,278 3,892,443 40,827 3,118,364

ii) Packing materials 786,189 678,229 Notes 24, 24.1 & 24.6 4,678,632 3,796,593

24.6 Consumption of imported and indigenous materials and stores & spares and the percentage of each to the total consumption

Taka in ‘000

2012 2011

Taka % Taka %

Imports 3,024,270 65 2,454,956 65 Indigenous 1,654,362 35 1,341,637 35 Note 24.5 4,678,632 100 3,796,593 100 Check - consumption

Raw materials 3,892,443 83 3,118,364 82Packing materials 786,189 17 678,229 18

Notes 24, 24.1 & 24.5 4,678,632 100 3,796,593 100 Stores & spares - note 24.3 5,845 9,298 4,684,477 3,805,891


Taka in ‘000

2012 201125 Warehousing, distribution & selling expenses Advertising expenses - note 2.22 362,094 304,910 Personnel cost - notes 2.13, 33 & 34

Salary, wages & welfare 233,354 * 193,995 Warehousing and distribution expenses

Transportation and handling charges 74,025 ** 57,331Repair & maintenance - others - note 2.20 10,375 4,568Rent 11,128 10,459Electricity, water and gas 4,852 3,220Insurance 681 569

101,061 76,147 Selling expenses

Sales promotional expenses - note 2.22 389,275 295,073Sales traveling 94,467 77,781Rent 17,785 15,608Bad debts - notes 2.9 & 2.21 1,425 1,715Color Bank operational expenses 10,831 14,254Illusion expense 25,923 24,136Amortization of trade marks - notes 3.2 & 5 39 39

539,745 428,606 Depreciation - note 3.2 42,443 39,640 Cost of free issue 3,754 2,982 1,282,451 1,046,280

* The amount has been arrived after crediting Tk 125 thousand from BBBL being realization of management charges - note 6.3.

** This has been arrived at after netting recoveries from carrying contractor as loss in transit. 633 506


Taka in ‘000

2012 201126 Administrative expenses Personnel cost - notes 2.13,33 & 34

Salary, wages & welfare 134,121 * 103,093 Postage and telecommunication 6,086 4,910 Depreciation & amortization - notes 3.2 & 5 26,614 24,449 Traveling, haultage and passage 3,943 3,662 Repair & maintenance - others - note 2.20 12,469 15,286 AGM expense 3,272 3,610 Bank charges 3,898 5,056 Vehicle expenses 13,120 10,477 Electricity, fuel and water 3,952 2,577 Printing and stationery 2,253 2,272 Rent, rates & fees 459 600 Subscription and donation 488 1,993 CSR activity 2,404 3,342 Entertainment 1,663 1,654 Corporate affairs department’s expenses 308 606 Insurance 804 800 Legal and professional charges 5,453 4,027 Auditors’ remuneration

Audit fee 329 329Taxation service fee 80 80Others 211 162

620 571 Newspaper & periodicals 266 355 Directors fee 180 72 Guest house expenses 824 589 223,197 190,001

* The amount has been arrived after crediting Tk 1,200 thousand from JNBL and Tk 1625 thousand from BBBL being realization of management charges - notes 6.2 & 6.3.

27 Training and consultancy fee 2,430 2,700

Training and consultancy fee is payable to Berger Paints India Limited (BPIL) based on an agreement with the Company - notes 2.12.2, 13.2 & 31.1.


Taka in ‘000

2012 201128 Other income

28.1 Operating income Interest earned on - note 2.16

Term deposits (FDR) - notes 10.1 & 10.2 14,336 14,645Short term deposit account (STD) - note 10.2

Operational and other accounts 533 502 14,869 * 15,147Jenson & Nicholson (Bangladesh) Limited - note 6.2 1,385 673

16,254 15,820 Service charges from house building loans - note 9.1 228 186 Scrap sales and sundry recoveries 23,881 25,869 Color bank operational income 38,747 42,787 Insurance claim and other realizations 1,196 3,276 Income from illusion 42,502 37,149 Rental income from BBBL 1,766 - Auto refinish operational income 576 861 Income from guest house 483 314 Exchange gain - notes 2.11 & 10.2 94 332 125,727 126,594

* Income tax deducted at source 1,487 1,515

28.2 Non-operating income - note 3.4 Profit on disposal of fixed assets 1,063 5,387

29 Capacity & production

29.1 Own manufacture

Figures in ‘000

Installed capacitysingle shift

Actual ProductionMultiple shifts as applicable

Line of Business Unit 2012 2011 2012 2011

Paints: Liquid LT 41,303 41,303 38,593 34,949 Non-liquid KG 15,757 15,757 11,442 9,503

29.2 Licensed capacity is no more applicable and the regulatory authority does not exercise any direct control over the procurement, production or sale.

Taka in ‘000

2012 2011

30 Value of imports - at CIF basis Raw materials 2,504,875 2,515,751 Capital goods 72,849 72,303 Stores & spares 2,517 2,269 2,580,241 2,590,323


Taka in ‘000

2012 2011

31 Transactions in equivalent foreign currency31.1 Expense Royalty - note 14 59,639 59,524 Training & consultancy fee - note 27 2,430 2,700 Foreign travel for Company’s business 6,833 4,388 68,902 66,61231.2 Realization Export sales - note 23 26,412 11,380

32 Dividend remitted in terms of foreign currency to J & N Investment (Asia) Limited - Net of TDS 356,876 356,876

In Number

2012 201133 Expenditure incurred on employees - note 34

Salaries, wages and benefits - notes 24.3, 25 & 26 **

a. Employment through out the year in receipt of remuneration aggregating Tk 36,000 or more per annum 365 351

b. Employment for a part of the year and in receipt of remuneration aggregating Tk 3,000 or more per month 59 54

c. Rest - - 424 405

** Includes all types of benefits paid and provided both in cash and kind other than the re-imbursement of expenses incurred for the Company’s business.

34 Remuneration of Directors, Executives, Managers & Officers - notes 24.3, 25, 26 & 33

Taka in ‘000

2012 2011

Directors Managers & Officers

Total Directors Managers & Officers

Total

34.1 Managerial Remuneration Salary & bonus 18,455 180,842 199,297 16,534 153,214 169,748 Housing

Rental 2,580 66,990 69,570 2,340 56,687 59,027Utility & Maintenance 888 21,057 21,945 804 16,515 17,319

3,468 88,047 91,515 3,144 73,202 76,346

Gratuity provision 723 5,320 6,043 661 4,875 5,536 Leave passage 1,135 - 1,135 1,025 - 1,025 Provident fund - note 2.13.2 510 3,648 4,158 467 3,331 3,798 Medical 1,481 7,232 8,713 632 5,383 6,015 Others 995 30,590 31,585 804 22,005 22,809 Taka 26,767 315,679 342,446 23,267 262,010 285,277

Number 2 262 264 2 245 247


34.2 Managing director, executive director, managers and officers, based upon respective employment terms having specified limits, are provided following benefits:

a. Rental: Cash allowances.

b. Residential telephone mainly for the Company’s business.

c. Transportation: Company’s car with chauffeur or cash allowance for chauffeur.

34.3 Board meeting fee Directors are entitled to Tk 2,500 as board meeting fee for attending each board meeting.

2012 201135 Earnings per share (EPS) - Basic - note 2.24.3 The computation of EPS is given below

Earning (PAT) attributable to the ordinary shareholders - Taka in ‘000 752,790 721,163

Net cash inflow from operating activities (NOCF) - Taka in ‘000 1,077,803 254,562

Number of ordinary shares outstanding during the year - notes 18.2 & 18.3 23,188,940 23,188,940

EPS - Basic Taka 32.46 31.10

Net operating cash flow per share (NOCFPS) Taka 46.48 10.98

36 Related party transactions - notes 6, 11, 14 & 31.1 During the year under review, the Company carried out a number of transactions with related parties in the normal course of business and on

arms’ length basis. The names of the related parties, nature of these transactions and their value have been set out below in accordance with the provision of IAS 24 Related Party Disclosures.

Taka in’000

Name of the related party Nature of transaction Payable at 31 Dec. 2012

Jenson & Nicholson (Bangladesh) Ltd Packing container purchase (75,221)

J&N Investment (Asia) Limited Technology Provider 162,429

Berger Becker Bangladesh Limited Joint Venture (15,059)

37 Events after the reporting period Subsequent to the Statement of Financial Position date, the Board of Directors recommended the dividend @ Tk. 18 per share out of accumulated

unappropriated profit. The payment is subject to the approval of the shareholders in the Annual General Meeting to be held on 21 April 2013.

The proposed dividend is not recognized at the statement of financial position in accordance with para 11 of IAS 10 Events After the Reporting Period.


38 Bank facilities Limits of various facilities extended by Banks are as follows:

Taka in ‘000

Name of facility Bank

2012 2011

Limit Bal at 31 Dec.

Limit Bal at 31 Dec.

Bank overdraft *

Standard Chartered Bank 120,000 (14,532) 120,000 (188,282)

HSBC 50,000 (2,515) 50,000 -

Commercial Bank of Ceylon 210,000 (16,124) 210,000 (129,141)

Citibank NA 10,000 - 10,000 -

Short term loan (STL)

Standard Chartered Bank 100,000 - 100,000 -

HSBC 150,000 - 50,000 -

Commercial Bank of Ceylon 210,000 - 210,000 -

Citibank NA 350,000 - 350,000 -

Bank guarantees - note 22.1


HSBC 50,000 - 16,000 -


Citibank NA 20,000 - 20,000 -

Financial commitments for LC - note 22.2


HSBC 450,000 - 290,000 -


Citibank NA 350,000 - 350,000 -

* Interest to be calculated on daily draw-down basis, but charged on quarterly rest. The facilities are secured against hypothecation over stock and book debts - notes 2.17, 7, 8 & 12.

39 General

39.1 Wherever considered necessary, previous year’s figures and phrases have been re-arranged to conform to this year’s presentation.

39.2 The amounts shown in these financial statements are presented in Bangladesh currency (Taka), which have been rounded off to the nearest thousand Taka except where indicated otherwise.



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KmfrPer \jq k´J¬ unqJÄv 1,966,657 1,631,268

unqJÄv (k´˜JKmf/KmfreTíf) (417,401) (417,401)

ImK≤f oMjJlJ 1,549,256 1,213,867

ßoRKuT ßv~Jr k´Kf IJ~ (aJTJ) 32.46 31.10

ßv~Jr k´Kf jLa kKrYJuj Igt k´mJy (aJTJ) 46.48 10.98

ßv~Jr k´Kf jLa xŒPhr oNuq (aJTJ) 100.20 85.74

ßoJa uJPnr oJ©J (%) 33.17 33.68

jLa Tr-krmftL oMjJlJr oJ©J (%) 9.89 11.41

kKrYJuj oNuij mqm˙JkjJ~ CPuäUPpJVq CjúKfr lPu 2012 xJPu ßv~Jr k´Kf jLa kKrYJuj Igtk´mJy uãeL~nJPm mOK≠ kJ~Ç

6. unqJÄv

ßTJŒJKj C“kJhj ãofJ mOK≠ FmÄ keq S mqmxJ mÉoMULTrPer CP¨Pvq kÝár Igt KmKjP~JV TPrPZÇ fgJKk, kKrYJujJ kwth 2012 xJPur

\jq 180% IgtJ“ 10 aJTJ oNPuqr k´KfKa ßv~JPr 18 aJTJ jVh unqJÄv ßWJweJr xMkJKrv TrPZÇ

7. xJoJK\T hJ~m≠fJ

hJK~fôvLu xJoJK\T k´KfÔJj KyxJPm mJ\tJr KmKnjú xJoJK\T TotTJP§r IjMTëu Cjú~Pjr \jq ImhJj ßrPU YPuPZÇ xJoJK\T hJ~m≠fJr

IÄv KyxJPm mJÄuJPhPv IKaKˆT S vJrLKrT k´KfmºL KvÊPhr KjP~ TJ\ TPr Foj k´KfÔJjPT Yfágt mZPrr of mJ\tJr KmKnjúnJPm

xyPpJKVfJ KhP~ IJxPZÇ FA mZr Fr‡k j~Ka k´KfÔJjPT FA xyPpJKVfJ ßhS~J y~Ç FZJzJS ßTJŒJKj FmZr FKxc hê S vLfJft

oJjMwPT xyJ~fJ k´hJj TPrÇ

jmLj Kv·LPhr xO\jvLu TotTJP§ C“xJy ßh~Jr uPãq 17fo mJ\tJr A~JÄ ßkA≤Jxt IJat TKŒKavj 2012 IJP~J\j TrJ y~Ç FA mZr

xoV´ ßhv ßgPT ßoJa 563Ka KY©Tot \oJr oJiqPo kńNf xJzJ uãq TrJ pJ~Ç kJvJkJKv mJ\tJr ßkA≤x& IKaKˆT KvÊPhr \jq FTKa

KY©JÄTj k´KfPpJKVfJr IJP~J\j TPrÇ

UMujJ KmvõKmhqJuP~r ˙Jkfq KmnJPVr xJPg mJ\tJr-Fr ßpRg CPhqJPV kMrÛJr KmfreL IjMÔJPjr 1o S 2~ kptJ~ FmZr IjMKÔf y~Ç

KmKnjú k´KfÔJPjr KvãJgtLPhrPT mJ˜m ùJj uJPn xyPpJKVfJr CP¨Pvq mJ\tJr ßkA≤x& A≤JjtKvk-Fr xMPpJV KhP~ gJPTÇ Fr lPu, fJrJ

mqmxJK~T kKro§u xŒPTt mJ˜m ùJj uJPnr kJvJkJKv nKmwq“ ßjfOfô VýPer CkpMÜ yP~ CPbÇ


8. \JfL~ ßTJwJVJPr ImhJj

@mVJrL Ê‹, IJ~Tr, oNuq xÄPpJ\j Tr FmÄ xŒNrT Ê‹ mJmh F mZr ßTJŒJKj \JfL~ ßTJwJVJPr k´J~ 1,980,871 yJ\Jr aJTJ

\oJ KhP~PZÇ

9. xJmKxKc~JKr ßTJŒJKj

ßTJŒJKj @APjr 186 iJrJr 1 CkiJrJ IjMxJPr F ßTJŒJKjr xJmKxKc~JKr ßTJŒJKj ß\jxj IqJ¥ KjPTJuxj (mJÄuJPhv) KuKoPaPcr @KgtT

KmmreL FA k´KfPmhPjr xJPg xÄpMÜ TrJ yPuJÇ

10. kKrYJuT KjmtJYj

xÄWKmKir 121 S 122 IjMPòh IjMxJPr \jJm ß\rJfl ßT FqJcJox& FmÄ \jJm \ÅJ-Tîh uM©A Imxr Výe TPrPZj FmÄ ßpJVq KmiJ~

kMj”KjmtJKYf yS~Jr AòJ k´TJv TPrPZjÇ

\jJm Fo. IJK\\Mu yT, \MuJA 30, 2012 fJKrPU IjMKÔf kKrYJuT kwtPhr 143fo xnJ~ ÈAK¥PkP¥≤ KcPrÖr' KyPxPm 3 mZr ßo~JPhr

\jq KjP~JVk´J¬ yjÇ mJÄuJPhv KxKTCKrKa\ F¥ FéPY† TKovPjr 7 IJVˆ, 2012 fJKrPUr FxAKx/KxFo@r@rKxKc/2006-158/134/

IqJcKoj/44 ßjJKaKlPTvj IjMxJPr fJr KjP~JV 40fo xJiJre xnJ~ xhxqPhr IjMPoJhPjr \jq ßkv TrJ yPuJÇ

IJKatPTu Il FPxJKxP~vPjr 111 iJrJ~ k´h• ãofJmPu ß\ F¥ Fj AjPnˆPo≤ (FKv~J) KuKoPac TfítT oPjJjLf KoPxx KrvoJ TJCr,

ßTJŒJKjr kKrYJujJ kwtPhr 17 oJYt 2013 fJKrPU IjMKÔf xnJ~ IKfKrÜ kKrYJuT KjpMÜ yP~PZjÇ ßTJŒJKj IJAj 1994-Fr 91 (1)

(Km) iJrJr KmiJj oPf ß\ F¥ Fj AjPnˆPo≤ (FKv~J) KuKoPac TfítT oPjJjLf KoPxx KrvoJ TJCr-Fr jJo kKrYJuT khk´JgLt KyPxPm

KjmtJYPjr \jq k´˜Jm TrJ yPòÇ ßTJŒJKj IJAj 1994-Fr 93 iJrJ IjMpJ~L KoPxx KrvoJ TJCr ßTJŒJKjr kKrYJuT KyPxPm hJK~fô

kJuPj xÿKf ùJkj TPrPZjÇ ßTJŒJKjr 95% ßv~Jr iJrT ß\ F¥ Fj AjPnˆPo≤ (FKv~J) KuKoPac TfítT oPjJjLf KoPxx KrvoJ

TJCrPT kKrYJuT kPh KjmtJKYf TrJ ßpPf kJPrÇ

kKrYJujJ kwth CÜ kMj:KjmtJYj/KjmtJYj S KjP~JV IjMPoJhPjr xMkJKrv TPrjÇ

11. KjrLãT KjP~JV

ßTJŒJKjr KjrLãT ßoxJxt F. TJPvo F¥ ßTJÄ, YJatJct IqJTJC≤qJ≤x& IJxjú mJKwtT xJiJre xnJ~ Imxr Výe TrPmj FmÄ ßTJŒJKj

IJAPjr 2010 iJrJ S mJÄuJPhv KxKTCKrKa\ IqJ¥ FéPY† TKovPjr @Phv jÄ- FxAKx/KxFoIJrIJrKxKc/2009-193/104/IqJcKoj

fJKrU 27 \MuJA 2011 IjMxJPr kMj”KjP~JV k´JK¬r ßpJVq KmiJ~ kMj:KjP~JPV IJVý k´TJv TPrPZjÇ

12. TPktJPra xMvJxj

mJÄuJPhv KxKTCKrKa\ IqJ¥ FéPY† TKovPjr ßjJKaKlPTvj jÄ- FxAKx/KxFo@r@rKxKc/2006-158/134/IqJcKoj/44 fJKrU

7 IJVˆ 2012 IjMxJPr k´P~J\jL~ k´KfPmhjxoNy xÄpMKÜ 1, 2, 3, 4 S 5 IJTJPr F k´KfPmhPjr xJPg xÄpMÜ yPuJÇ

13. oJjm xŒh

kNPmtr mZrèPuJr oPfJ mZrmqJkL FmJrS ßTJŒJKjPf kNet vJK∂ S vO⁄uJ m\J~ KZuÇ oJjmxŒPhr hãfJ Cjú~Pjr \jq ßTJŒJKj

ßhPv-KmPhPv @jMÔJKjT S IjJjMÔJKjT k´KvãPer @P~J\j TPr @xPZÇ kwth FA ßTJŒJKjr Cjú~Pj Fr xTu TotTftJ-TotYJrLr k´PYÓJ

S xyPpJKVfJPT TífùKYP• ˛re TrPZÇ

14. mqm˙JkjJ TftOkPãr ˝LTíKf

kKrYJujJ kwth ßTJŒJKjr xJlPuq ImhJj rJUJr \jq xTu TotTfJt-TotYJrL, ßâfJ, mqJÄT, mLoJ ßTJŒJKj, xrTJKr xÄ˙JxoNy, KjrLãT,

mJÄuJPhv KxKTCKrKa\ IqJ¥ FéPY† TKovj, dJTJ ˆT FéPY†, Y¢V´Jo ˆT FéPY†, ßx≤sJu KcPkJK\arL mJÄuJPhv KuKoPac, ßxmJhJfJ

FmÄ xPmJtkKr ßv~JrPyJflJrVePT @∂KrT ijqmJh \JjJPòjÇ

kKrYJujJ kwtPhr kã ßgPT,

ß\rJfl ßT FqJcJox&

xnJkKf

17 oJYt, 2013


ßv~JrPyJflJrPhr k´Kf KjrLãTPhr k´KfPmhj

IJorJ, mJ\tJr ßkA≤x& mJÄuJPhv KuKoPac-Fr 31 KcPx’r, 2012 fJKrPUr K˙Kfk© FmÄ CÜ fJKrPU xoJ¬ mZPrr uJn-ßuJTxJj KyxJm, jVh

Igtk´mJy k´KfPmhj, CPuäUPpJVq KyxJmrãe jLKf, mqJUqJ S k´JxKñT aLTJxoNPyr KjrLãJ xŒjú TPrKZÇ

IJKgtT KmmreLr KmwP~ ßTJŒJKj mqm˙JkjJ TfítkPãr hJK~fô

ßTJŒJKj mqm˙JkjJ TfítkPãr hJK~fô yPò IJKgtT KmmreL k´˜áf TrJ, ßpj fJ mJÄuJPhv lJAjJK¿~Ju KrPkJKatÄ ˆqJ¥Jctx& (KmFlIJrFx) Fr xJPg

xJo†xq ßrPU ßTJŒJKjr k´Tíf IJKgtT Im˙J fáPu iPr FmÄ Kjnátu S pgJpg IJKgtT KmmreL k´˜áPfr \jq k´P~J\jL~ IJnq∂rLe Kj~πe mqm˙J

k´KfÔJ TrJÇ

KjrLãPTr hJK~fô

IJoJPhr hJK~fô yPò FxTu IJKgtT KmmreLxoNy KjrLãJ TPr Fr Ckr ofJof k´TJv TrJÇ IJorJ mJÄuJPhv ˆqJ¥Jctx& Ij IKcKaÄ (KmFxF)

IjMxJPr F KjrLãJ xŒjú TPrKZÇ náuÃJK∂oMÜ IJKgtT k´KfPmhj KjKÁf TrPf CPuäKUf oJjhP§ KjPhtKvf k∫J~ IJorJ ‰jKfTfJr xJPg KjrLãJ

kKrT·jJ ké~j S mJ˜mJ~j TPr IJoJPhr Ckr IKktf hJK~fô kJuj TPrKZÇ

KjrLãJTJPu xÄKväÓ IJKgtT k´KfPmhPj CPuäKUf KmKnjú xÄUqJ S fgq xŒPTt kóJeJKh xÄVý TrJ y~Ç FA CP¨Pvq TL k´Kâ~J IjMxre TrJ yPm,

fJ náu\Kjf ãKfr kKroJPer KmYJPr KjrLãPTr Kmù KmPmYjJr Ckr Kjntr TPrÇ F TJP\ KjrLãT ßTJŒJKjr IJKgtT k´KfPmhj k´˜áPfr xJPg

xŒKTtf Inq∂rLe Kj~πe mqm˙JPT KmPmYjJ~ IJPjj, KT∂á Fr luk´xNfJ xŒPTt ofJof k´hJj TPrj jJÇ FZJzJS, ßTJŒJKjr IjMxOf KyxJmrãe

jLKfoJuJ S KmKnjú IjMoJPjr CkpMÜfJ FmÄ IJKgtT k´KfPmhPjr Ck˙JkjJr xJKmtT oNuqJ~jS KjrLãJr I∂nMtÜÇ

IJorJ oPj TKr, IJoJPhr xÄVOyLf kóJeJKh KjrLãJ ofJof k´hJPjr \jq pPgÓ S CkpMÜÇ

ofJof

IJoJPhr oPf, mJÄuJPhv lJAjJK¿~Ju KrPkJKaÄ ˆqJ¥Jctx& IjMpJ~L k´˜áfTíf F IJKgtT k´KfPmhjxoNPy 31 KcPx’r, 2012 fJKrPU k´KfÔJPjr

IJKgtT Im˙J FmÄ SA fJKrPU xoJ¬ mZPrr IK\tf oMjJlJ FmÄ jVh k´mJy xKbTnJPm k´KflKuf yP~PZÇ FPf ßTJŒJKj IJAj 1994, KxKTCKrKa\

F¥ FéPY† r∆ux& 1987 FmÄ IjqJjq k´PpJ\q KmKiKmiJjxoNy k´KfkJKuf yP~PZÇ

IJorJ IJPrJ k´fq~j TrKZ ßp,

1. KyxJm KjrLãJr \jq IJoJPhr KmvõJx S \JjJ oPf k´P~J\jL~ fgqJKh S mqJUqJKh IJorJ ßkP~KZ FmÄ ßxèPuJ pgJpg pJYJA TPrKZÇ

2. IJAj IjMpJ~L KyxJmrãe TJPpt mqmÂf ßp xo˜ k´P~J\jL~ mAk©xoNy ßTJŒJKjPf gJTJ IJmvqT, IJoJPhr krLãJ~ kKruKãf yP~PZ

ßp, ßxèPuJ k´KfÔJPj rP~PZÇ

3. FA k´KfPmhPjr xJPg xÄPpJK\f K˙Kfk© FmÄ uJn-ßuJTxJj KyxJm ßTJŒJKj TfítT rKãf KyxJmkP©r xJPg xñKfkNet FmÄ

4. ßp xm UrY KyxJmnMÜ yP~PZ, fJ ßTJŒJKjr mqmxJP~r k´P~J\Pj TrJ yP~PZÇ

dJTJ, 17 oJYt 2013 F. TJPvo F¥ ßTJÄ

YJatJct IqJTJC≤qJ≤x&


KjrLKãf IJKgtT KmmreL

K˙Kfk©

31 KcPx’r, 2012

'000 aJTJ

aLTJ 31 KcPx’r, 2012 31 KcPx’r, 2011

IPgtr mqmyJr

˙J~L xŒh

xŒK•, TJrUJjJ S pπkJKf 3.1 1,001,521 1,013,948

k´Kâ~JiLj oNuij 4 125,556 14,086

I¸vtjL~ xŒh 5 23,121 34,311

1,150,198 1,062,345

ßo~JhL \oJ 10.1 87,381 58,397

KmKjP~JV∏â~oNPuq 6.1 39,300 39,300

126,681 97,697

1,276,879 1,160,042

YuKf xŒh

o\Mh 7 1,190,049 1,346,988

ßhjJhJr 8 499,686 472,468

IKV´o, \JoJjf S @VJo k´hJj 9 147,167 153,202

jVh FmÄ mqJÄPT \oJ Igt 10.2 364,040 265,362

@∂:ßTJŒJKj k´Jkq 11 90,280 26,627

2,291,222 2,264,647

YuKf hJ~ S xKûKf

IkJPrvjJu SnJrcsJla (OD) 12 (33,171) (317,423)

kJSjJhJr S mPT~J 13 (848,473) (758,445)

r~qJuKa xKûKf 14 (168,773) (188,614)

Tr xKûKf 15 (83,490) (56,684)

TotYJrLPhr Imxr VsJYáqAKa 16 (5,172) (6,127)

IhJKmTíf KcKnPc¥∏˙JjL~ (6,886) (6,196)

IhJKmTíf ßv~Jr @PmhPjr \jq hJ~ 17 (147) (153)

(1,146,112) (1,333,642)

Kja YuKf xŒh 1,145,110 931,005

KjP~JK\f oNuij 2,421,989 2,091,047

IPgtr C“x

ßv~JrPyJflJrPhr fyKmu

ßv~Jr oNuij 18.2 231,890 231,890

âokM†LnNf oMjJlJ S IKfKrÜ fyKmu

xJiJre fyKmu 10,000 10,000

ßv~Jr Kk´Ko~Jo 19 115,068 115,068

ImKµf oMjJlJ 20 1,966,657 1,631,268

2,091,725 1,756,336

KmuK’f hJ~

KmuK’f Tr 21 98,374 102,821

2,421,989 2,091,047

WajJxJPkã hJ~ S k´Kfv´∆KfxoNy 22 860,966 484,099

FA @KgtT KmmreLxoNy xÄpMÜ aLTJxoNPyr xJPg kzPf yPm

kKrYJuT S ßTJŒJKj xKYm kKrYJuT mqm˙JkjJ kKrYJuT

xÄpMÜ ßv~JrPyJflJrPhr k´Kf KjrLãTPhr k´KfPmhj ßhUMj


YJatJct IqJTJC≤qJ≤x


uJn-ßuJTxJj KyxJm

31 KcPx’r, 2012 fJKrPU xoJ¬ mZPrr \jq

'000 aJTJ

aLTJ 2012 2011

Kja Kmâ~ 23 7,611,213 6,321,274

KmKâf kPeqr mq~ 24 (5,086,852) (4,192,032)

ßoJa uJn 2,524,361 2,129,242

mq~xoNy

xÄrãe, Kmfre S Kmâ~ UrY 25 (1,282,451) (1,046,280)

k´xJvKjT mq~ 26 (223,197) (190,001)

(1,505,648) (1,236,281)

mq~xJK~T oMjJlJ 1,018,713 892,961

IjqJjq kKrYJuj mq~

r~qJuKa 14 (59,639) (47,497)

k´Kvãe S krJovt Kl 27 (2,430) (2,700)

(62,069) (50,197)

Ee-\Kjf mq~ 2.17 (17,866) (43,661)

IjqJjq kKrYJuj IJ~ 28.1 125,727 126,594

jLa IjqJjq IJ~ 45,792 32,736

ßoJa kKrYJuj oMjJlJ 1,064,505 925,697

ßoJa kKrYJuj oMjJlJr 5% yJPr v´KoTPhr

oMjJlJ IÄvLhJKrfô S TuqJe fyKmPu k´hJj 13.1 (53,225) (46,285)

jLa kKrYJuj oMjJlJ 1,011,280 879,412

ß\ F¥ Fj (Km) Fu yPf k´J¬ KcKnPc¥ IJ~ 10,000 10,000

kKrYJujmKytnëf IJ~ 28.2 1,063 5,387

Tr-kNmt oMjJlJ 1,022,343 894,799

YuKf Tr xKûKf 2.14 S 15 (274,000) (170,000)

KmuK’f Tr xKûKf 2.14.1 S 21 4,447 (3,636)

(269,553) (173,636)

Tr-krmftL oMjJlJ 752,790 721,163

ßv~Jr k´Kf IJ~ 35 32.46 31.10







jVh Igtk´mJy k´KfPmhj


'000 aJTJ

aLTJ 2012 2011

kKrYJuj TJptâo UJPf jVh Igtk´mJy (T)

ßâfJPhr ßgPT k´J¬ Igt 7,586,575 6,199,237

IjqJjq kKrYJuj TJpt ßgPT k´J¬ jVh Igt 123,146 129,856

unqJÄv IJ~ 10,000 10,000

xrmrJyTJrL S TotYJrLPhr k´h• jVh Igt (6,376,858) (5,818,915)

xMh k´hJj 2.17 (17,866) (43,661)

IJ~Tr k´hJj 15 (247,194) (221,955)

kKrYJuj TJpt UJPf jLa jVh Igtk´mJy 35 1,077,803 254,562

KmKjP~JV TJptâo UJPf jVh Igtk´mJy (U)

˙J~L xŒh â~ 3.1, 4 S 5 (250,686) (216,864)

mJ\tJr ßmTJr mJÄuJPhv KuKoPac-F KmKjP~JV 6.1 - (39,200)

FlKcIJr-F KmKjP~JV 10.1 (28,984) (7,934)

˙J~L xŒPhr Kmâ~u… Igt 3.4 1,513 5,391

KmKjP~JV TJptâo UJPf jLa jVh Igtk´mJy (278,157) (258,607)

IJKgtT TJptâo UJPf jVh Igtk´mJy (V)

ßv~Jr IJPmhPjr aJTJ ßlrf k´hJj 17 (6) -

unqJÄv k´hJj (416,710) (416,183)

IJKgtT TJptâo UJPf jLa jVh Igtk´mJy (416,716) (416,183)

jVh Igt S mqJÄPT \oJr mOK≠/(y∑Jx) (W) = (T+U+V) 382,930 (420,228)

mZPrr k´JrK÷T jVh Igt S mqJÄT \oJ (X) 10.2 S 12 (52,061) 368,167

mZrJP∂ jVh Igt S mqJÄT \oJ (W+X) 10.2 S 12 330,869 (52,061)







ßv~JrPyJflJrPhr oJKuTJjJ˝Pfôr kKrmftj KmmreL


'000 aJTJ

Kmmre ßvJ~Jr oNuij xJiJre fyKmu ßv~Jr Kk´Ko~Jo ImK≤f oMjJlJ ßoJa

1 \JjM~JKr, 2011-F K˙Kf 231,890 10,000 115,068 1,327,506 1,684,464

unqJÄv Kmfre - - - (417,401) (417,401)

YuKf mZPrr ImK≤f oMjJlJ - - - 721,163 721,163

31 KcPx’r, 2011-F K˙Kf 231,890 10,000 115,068 1,631,268 1,988,226

1 \JjM~JKr, 2012-F K˙Kf 231,890 10,000 115,068 1,631,268 1,988,226

unqJÄv Kmfre - - - (417,401) (417,401)

YuKf mZPrr ImK≤f oMjJlJ - - - 752,790 752,790

31 KcPx’r, 2012-F K˙Kf 231,890 10,000 115,068 1,966,657 2,323,615

aLTJ 18.2 19 20







Subsidiary ProfileJenson & Nicholson (Bangladesh) LimitedDirectors’ Report

The Directors of Jenson & Nicholson (Bangladesh) Limited are pleased to present their 23rd report for the year ended December 31,

2012 along with the Audited Financial Statements and the Auditors’ Report thereon.

The Profit Before Tax of the company was Tk. 52,363 thousand against Tk. 51,629 thousand of the previous year.

The Board of Directors has the pleasure to recommend 10,000% dividend to Berger Paints Bangladesh Limited i.e., Tk 10,000.00

per share of Tk. 100.00 each for the year ended December 31, 2012. The dividend will be paid during the year 2013 and the Board

recommends the same for the approval of the members.

The Director retiring by rotation under Article 32 is Mr. Abdul Khalek who, being eligible, offered himself for re-election. The Board of

Directors recommends his re-election.

Our existing Auditor Messrs Hoda Vasi Chowdhury & Co., Chartered Accountants retire at the ensuing Annual General Meeting and, being

eligible, offered themselves for reappointment.

Your Directors wish to acknowledge the continued assistance from the management of Berger Paints Bangladesh Limited to make

Jenson & Nicholson (Bangladesh) Limited successful.

On behalf of the Board,

Anil BhallaDirectorMarch 17, 2013


We have audited the accompanying financial statements of Jenson & Nicholson (Bangladesh) Limited, which comprises the Statement of Financial Position as at 31 December 2012 and the related Statement of Comprehensive Income and Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Accounting Standards (BASs), Bangladesh Financial Reporting Standards (BFRS), the Companies Act 1994 and other applicable laws and regulations. This responsibility includes: designing, implementing, and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment 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 preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the Financial Statements prepared in accordance with Bangladesh Financial Reporting Standards, give a true and fair view of the state of the company’s affairs as at 31 December 2012 and of the results of its operations and its cash flows for the year then ended and comply with the Companies Act 1994 and other applicable laws and regulations.

Further to our opinion in the above paragraph, we state that:

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

(ii) In our opinion, proper books of account as required by law have been kept by Jenson & Nicholson (Bangladesh) Limited so far as it appeared from our examination of those books;

(iii) The company’s Statement of Financial Position, Statement of Comprehensive Income and Statement of Cash Flows dealt with by the report are in agreement with the books of account and returns.

Dhaka, March 17, 2013 Chartered Accountants

Auditors’ Report to the Shareholders ofJenson & Nicholson (Bangladesh) Limited


Audited Financial StatementsStatement of Financial PositionAs at 31 December 2012

Taka in '000

31-Dec-12 31-Dec-11

Applications of Funds

Non- Current Assets

Property, plant and equipment 96,405 65,932

Capital work-in-progress 31,498 6,842

Intangible assets 3,590 3,735

131,493 76,509

Current Assets

Stocks 93,488 83,627

Advances, deposits and prepayments 6,308 4,453

Cash and bank balances 4,613 683

104,409 88,763

Current Liabilities and Provisions

Inter-company balance (75,221) (26,247)

Bank overdraft - (5,295)

Creditors and accruals (10,933) (8,379)

Provision for tax (1,539) (6,743)

Employees’ retirement gratuity (4,237) (2,000)

(91,930) (48,664)

Net Current Assets 12,479 40,099

Capital Employed 143,972 116,608

Sources of Funds

Shareholders’ Funds

Share capital 100 100

Retained earnings 130,500 106,975

130,600 107,075

Deferred Liabilities

Deferred tax 13,372 9,533

143,972 116,608

-

Contingent Liabilities and Commitments 31,213 49,305

Chairman Managing Director Director & Company Secretary


Dhaka, 17 March 2013 Chartered Accountants


Statement of Comprehensive IncomeFor the year ended 31 December 2012

Taka in ‘000

2012 2011

Sales -net 304,259 257,364

Cost of sales (242,873) (195,749)

Gross profit 61,386 61,615

Expenses

Administrative (8,811) (9,065)

Warehouse and distribution (6,772) (6,767)

(15,583) (15,832)

Trading profit 45,803 45,783

Other operating charges

Service charges (2,000) (2,000)

Financial charges (2,189) (2,011)

(4,189) (4,011)

Other operating income 13,505 12,191

Other operating income-net 9,316 8,180

Operating profit 55,119 53,963

Provision for workers' profits participation

and welfare funds @5% of operating profit (2,756) (2,698)

Net Operating profit 52,363 51,266

Other non -operating income - 364

Profit before tax 52,363 51,629

Provision for current tax (15,000) (17,100)

Provision for deferred tax (3,838) (9,533)

(18,838) (26,633)

Profit after tax 33,525 24,996

Other comprehensive income - -

Total comprehensive income 33,525 24,996

Retained earnings brought forward 96,975 81,979

Retained earnings carried forward 130,500 106,975





Statement of Cash FlowsFor the year ended 31 December 2012

Taka in ‘000

2012 2011

Cash flows from Operating Activities (A)

Cash received from customers 304,259 257,500

Cash received from other operating income 13,505 12,192

Cash paid to suppliers and employees (213,461) (174,364)

Payment of interest (2,189) (2,011)

Income tax paid (20,204) (20,931)

Net cash from operating activities 81,910 72,386

Cash flows from Investing Activities (B)

Capital expenditures (62,685) (32,491)

Proceeds from sale of assets - 481

Net cash used in investing activities (62,685) (32,010)

Cash flows from Financing Activities (C)

Dividend paid (10,000) (10,000)

Net cash used in financing activities (10,000) (10,000)

(Decrease)/Increase in cash and bank balance (D)= (A+B+C) 9,225 30,376

Opening cash in hand and at bank ( E) (4,612) (34,988)

Closing cash in hand and at bank ( D+E) 4,613 (4,612)





events


39th Annual General Meeting of Berger PaintsThe 39th Annual General Meeting of Berger Paints Bangladesh Limited was held on April 29, 2012 at Bashundhara Convention Center, Dhaka. Managing Director Rupali Chowdhury presided over the meeting. Directors Ashfaque Ur Rahman and Abdul Khalek also attended the meeting.

ICMAB Best Corporate Performance AwardBerger Paints Bangladesh Limited has been honoured with the ICMAB Best Corporate Performance Award 2012 for its outstanding accomplishment in financial and management excellence. Berger has clinched the first position in the Multinational Companies Category in the ICMAB Award.

Commerce Minister, Ghulam Muhammad Quader MP, handed over the award at a ceremony held in the city recently. Mohammad Ahsun Ullah, FCA, General Manager - Treasury & Financial Accounting of Berger Paints, received the award on behalf of the company.

Ms. Chowdhury presented the Directors’ Report, Auditors’ Report and Audited Financial Statements for the year ended 31 December 2011 before the shareholders. She also replied to the shareholders’ queries. Dividend of Tk.18 per ordinary share of Tk.10 was declared in the meeting.


Berger Becker Coil Coatings: Launching CeremonyBerger Paints Bangladesh Limited has teamed up with Beckers Group of Sweden to produce innovative coil coatings through a new company Berger Becker Bangladesh Limited (BBBL) for the first time in Bangladesh. On October 4, 2012, the launching ceremony of the Berger Becker’s Coil Coatings was held at a reputed hotel in Dhaka. This new venture will facilitate to save country’s precious foreign currency.

Dr. Boris Gorella, CEO of Becker Group; Dr. Karsten Eller, COO of Becker Group; Mr. Paul Ignatius Menezes, President of South Asia-Pacific and Middle East, Beckers Group and MD of BBBL have shared their views on the new JV initiatives, commitment to the market, future business plan & etc. Ms. Rupali Chowdhury, MD of BPBL and Director of BBBL, said, locally produced international standard coil coatings would enable the customers to get the coil coatings at their doorsteps supported by unparallel technical and sales service. Mr. Abdul Khalek, Director, BBBL; Mr. Rajesh Mehrotra, Director, BBL; senior officials of Berger Paints & BBBL, reputed architects, representative of renowned corporate houses, and media personalities were also present in this inaugural ceremony.

Berger Paints teams up with HempelBerger Paints, the absolute market leader in Bangladesh paint industry, has joined hands with Hempel, a global leader in marine coatings, to offer the most advanced marine solutions in Bangladesh market. The agreement signing ceremony was held on February 13, 2012 in Dhaka. Rupali Chowdhury, Managing Director of Berger Paints and Umesh Singh, Regional Director - South Asia, Hempel, signed the agreement on behalf of the companies. Under the agreement, Berger will exclusively market and distribute Hempel products backed by its sound technical services.

With this tie-up, BPBL will have diversified marine paint solutions for ship building industry for export and domestic market, as well as all of our valued customers.

Abdul Khalek, FCA, Director - Finance & Company Secretary, Mohsin Habib Chowdhury, GM - Sales & Marketing, A.K.M. Sadeque Nawaj, Head of Marketing, Imranul Kabir, Sales Manager - Industrial & Marine of Berger Paints, Jonas Bruhn, Sales Manager, Key Accounts & International Projects, of Hempel were also present in the occasion along with other high officials of both companies.

New Product Launching - WeatherCoat AntiDirtBangladeshi climate is dirt-prone. Specially, exterior walls show high tendency in dirt pick-up. Hence, while choosing paints for exterior walls, weather protection becomes the prime function of exterior paints.

Berger WeatherCoat, being the absolute market leader in exterior paints, now offers WeatherCoat AntiDirt to offer maximum resistance against dirt pick up. This paint is formulated with Nano additives, to offer high resistance against paint agglomeration & exposure under U/V ray. It also offers superior weather protection against fungus, algae and adverse environmental effects like water penetration & acidic gases.


Launching of Eco Series Paint - Berger Breathe EasyBerger Paints Bangladesh Limited launched ‘Breathe Easy’ - the first ever odor free and eco-friendly paint in Bangladesh last year.

Like its slogan ‘Healthy Paint for Your Home’, this premium interior emulsion will give the user a feeling of being one with nature.

The paint is environmental friendly since it has low volatile organic compound (VOC). It is worth mentioning that paints with high amounts of VOC can create breathing problems and can also have side-effects such as allergies. Breathe Easy is also ‘odor-free’ which makes it easy for people to stay in a room which has been newly painted. It is also ‘stain-free’ and ‘anti-bacterial’ which protects the wall from stains and fungus.

The ‘Breathe Easy’ series now includes Wall Putty, Water Sealer and Interior Emulsion paint and can be found at all major outlets and paint shops.

An effective product to give concrete and masonry surfaces an impeccable coating. It gives protection against dampness caused by water.

Berger introduces 5 new construction chemicalsBerger Paints (BD) Limited has become a household name in Bangladesh through its diversified portfolio of global standard innovative products. BPBL launched two new construction chemicals in its portfolio in 2012 - Mr. Expert Latex Plus and Mr. Expert Tile Adhesive. BPBL also offers Water Barrier, Salt Safe, Crack Filler under Mr. Expert product range. These international standard products ensure effective protection of constructions from water, salinity and cracks.

Prevents cracking of surface by improving flexural strength and reduces drying and aging shrinkages.

Modified Styrene butadiene latex used for high performance applications in waterproofing and repair works.

An alkali resistant primer and can be applied to fresh concrete. This product seals and prepares recommended substrates from damage caused by moisture and salinity.

A ready mixed polymer modified multipurpose adhesive with outstanding adhesion / tensile strength. It is a perfect product for fixing all types of tiles on wall or floor, even for swimming pool.


Best Brand Award 2011Berger Paints Bangladesh Limited has won the prestigious “Best Brand Award 2011” under the paints category for the second time in a row. This accolade is awarded by Bangladesh Brand Forum, and assessed by Nielsen, the internationally acclaimed research agency.

We are grateful to our shareholders, customers, dealers, architects, real estate companies and all the well wishers for making this achievement possible.

Berger Paints received top VAT Payer’s AwardOn 10th July 2012 (VAT DAY) the National Board of Revenue (NBR) of the Government of People’s Republic of Bangladesh has awarded - Certificate of Honour to Berger Paints Bangladesh Limited as the highest Value Added Tax (VAT) payer, both in Dhaka and Chittagong district, in the manufacturing category for the financial year 2010-2011. This is the first time Berger Paints received such an award.

17th Berger Young Painters’ Art Competition Award Giving CeremonyThe 17th Berger Young Painters’ Art Competition Award Giving Ceremony was held on December 10, 2012 at Ruposhi Bangla Hotel-Winter Garden with great grandeur. Rupali Chowdhury, Managing Director of Berger Paints Bangladesh Limited graced the event and welcomed everyone.

Berger Young Painters’ Art Competition received an impressive 563 paintings this year. The winners from 1st to 6th position respectively are Rasel Kanti Das, Purnima Mitra, Ruhul Amin Tarek, Faisal Ahmed Mahfuz, Ahsan Mahtab and Abdullah Al Bashir.

The most esteemed award - Berger Life Time Achievement Award was given to eminent artist, Mr. Abu Taher.

Berger Paints also organized painting competition for autistic children for the second time. In this competition the winners of 1st , 2nd and 3rd position respectively are from group “A”, Kazi Inteser Fayed (Sabab), Tamim Ibn Aris and Md. Tamjid Hossain (Nayeef) and from group “B”, Adiba Ibnat (Poshla), Farhan Syed Tanisha (Ananta) and Ahnaf Tahmid Khan Prithvi.

In the program, Berger Paints Bangladesh Limited honored five young achievers of our country. Among them were Ms. Nishat Majumder and Mr. M A Mohit who climbed to the peak of Mount Everest. From Bangladesh, Mr. Dhananjoy Biswas, Mr. Sourav Das and Mr. Nur Muhammad Shafiullah had won medals in the 53rd International Mathematical Olympiad 2012; they received accolades from Berger Paints as well.

Including the 6 award winning paintings, an exhibition was held of 40 nominated paintings at the Zainul Gallery, Faculty of Fine Arts, University of Dhaka from 11th December to 15th December 2012.

KUAD-BERGER Award Giving CeremonyOn the September 25, 2012, the award giving ceremony of 1st & 2nd KUAD-Berger Award & inauguration of Resource Corner was arranged in the premise of Architecture Discipline, Khulna University.

The winners of 1st KUAD Berger Award Cycle are Md. Samiul Sabbir Islam for 1st year, Ms. Auditi Bridget Biswas for 2nd year, Ms. Shaila Islam for 4th year and Mr ZHM Monjur Murshed for 5th year.

And for the 2nd KUAD Berger Award Cycle the winners are Mr. Sheikh Rishad Ahmmad for 2nd year, Md. Raihan Khan for 3rd year and Ms. Sumaiya Rahman PIashi for 5th year.

In the award giving ceremony, Professor Dr. Md. Saifuddin Shah, Vice-chancellor, Khulna University was the chief guest. Besides, Professor Dr. Md. Fayek Uzzaman, Pro-VC, Professor Dr. Md. Harunor Rashid Khan, Dean, SET School, Khulna University and Rupali Chowdhury, Managing Director, Berger Paints Bangladesh Ltd. were present as special guests. The Vice Chancellor of Khulna University, Professor Dr. Md. Saifuddin Shah praised Berger Paints Bangladesh Ltd. for taking such an initiative to recognize and accolade the budding talents of architecture discipline of Khulna University.

Rupali Chowdhury, Managing Director, Berger Paints Bangladesh Limited mentioned that being a responsible corporate citizen, Berger Paints has taken pride in assisting meritorious students to develop towards their full potential. Reputed architects and distinguish faculty members, Berger high officials and media personalities were present at the ceremony.

Contribution for the Welfare of Autistic ChildrenBerger Paints BD Ltd. extends its support for the welfare of autistic and differently challenged children since 2009. Recently in a ceremony organized at the corporate office of Berger Paints, financial and other material aids were handed over to nine different well-known organizations working for the development of autistic & differently challenged children in Bangladesh. SEID Trust, Scholars Special School, Tauri Foundation, Society for the Welfare of Autistic Children (SWAC), Autism Welfare Foundation

(AWF), Concern Services for Disabled (CSD), Community Development Centre, Nowzuan and Alokito Shishu are among the organizations that received contribution from Berger Paints in 2012. Berger Paints provided financial aid for center operations, house rent, teacher appointment, equipments like wheel chair, standing frames, computer, laptop, blankets etc. based on the needs of the organizations. The representatives from these organizations thanked Berger Paints for its noble initiative and emphasized on the importance of such welfare efforts. Berger Paints is committed towards the betterment of differently challenged children.

Rupali Chowdhury, Managing Director, Berger Paints Bangladesh Limited, handed over cheques and other materials to the authorities of the welfare organizations. Heads of different departments of Berger Paints and other high officials from Berger and the welfare organizations were present in the ceremony.


Barisal Depot Starts as the 9th Berger Sales DepotIn Barisal, the 9th sales depot of Berger Paints Bangladesh Ltd has started its journey to ensure more convenient product availability and better service at customers’ doorstep. Managing Director of Berger Paints Bangladesh Ltd Ms. Rupali Chowdhury and Barisal City Corporation Mayor - MD. Showkot Hossain Hiron inaugurated the activities of Barisal depot on June 04, 2012. She stated her expectation that this new initiative would further enhance the customer

services of Berger Paints Bangladesh Ltd in this region. Among others, GM - Sales & Marketing, Mohsin Habib Chowdhury, General Sales Manager - Decorative Syed Salahuddin Abu Naser, Regional Sales Manager - Dhaka, Azizul Haque, other high officials of Berger Paints Bangladesh Ltd and estimed dealers were present in the ceremony.

School Activation ProgramTo promote painting and to celebrate the joy of colors, Berger Paints organized an art competition at the European Standard School in Dhanmondi titled “Berger illusions Paint Your Wall Competition” highlighting its designer wall brand “illusions”. Students of different standards participated in two groups. Top 3 paintings of each group were awarded certificate & prize money. The young artists also got the opportunity to meet Mr. Abdus Shaqur Shah, a prominent artist of the country, who was a judge of the event. Students, guardians, judges and Berger Team- all enjoyed the colorful event with different activities.

Celebrating Robbialac Rong Raater MelaTo promote painting and to celebrate the joy of colors, Berger Paints organized an art competition at the European Standard School in Dhanmondi titled “Berger illusions Paint Your Wall Competition” highlighting its designer wall brand “illusions”. Students of different standards participated in two groups. Top 3 paintings of each group were awarded certificate & prize money. The young artists also got the opportunity to meet Mr. Abdus Shaqur Shah, a prominent artist of the country, who was a judge of the event. Students, guardians, judges and Berger Team- all enjoyed the colorful event with different activities.


Celebrating World Environment DayBerger Paints Bangladesh Limited arranged a unique activation campaign under its brand “Breathe Easy” on World Environment Day that took place on June 5, 2012. Berger has taken an initiative to protect the environment by offering painting products that are lead-free and low in volatile organic compounds. Berger believes that the time has come for us to tackle environmental issues to make the world a better place for our future generations to live a healthy life. On World Environment Day, Berger brand promoters took to the streets of Dhaka City holding huge banners at 9 different traffic points. Each banner had the message, “Are you doing your part to keep the world green?” Pledge cards and placards were also distributed amid people. The placards read ‘Use minimal water’, ‘Plant trees’, ‘Use gas and electricity in a moderate way’ etc. Berger Paints attempted to make people aware of how we can do our part in saving this world from further deterioration.

Berger Paints at REHAB Summer Fair’12Berger Paints Bangladesh Ltd. participated in the REHAB Summer Fair 2012, which was held during June 14-17, 2012 at Bangabandhu International Convention Centre (BICC). Berger team set up an attractive stall in the fair, displaying pre-painted panels of Breathe Easy, Illusions, Mr. Expert-Construction Chemicals etc. People from all walks of life visited the stall and showed interest in Berger’s product range. A total number of 167 companies participated in the REHAB Summer Fair.


Affixtaka 20/-RevenueStamp

BERGER PAINTS BANGLADESH LIMITEDBerger House, House # 8, Road # 2, Sector # 3, Uttara Model Town, Dhaka-1230

PROXY FORM

l/We .......................................................................................................................................................................................................

of ...........................................................................................................................................................................................................

being a member of Berger Paints Bangladesh Limited do hereby appoint

Mr/Mrs/Miss ............................................................................................................................................................................................

of ...........................................................................................................................................................................................................

as my/our proxy to attend and vote for me/us on my/our behalf at the 40th Annual General Meeting of the Company to be held on Sunday, April 21,

2013 at 11 a.m. at Trust Milonayaton, Dhaka and at any adjournment thereof.

As witness my hand this day of ......................................... 2013.

(Signature of the Proxy) (Signature of the Shareholder)

Dated........................ Dated.........................

BO ID No:

Note: The proxy form should reach the Corporate Office of the Company not less than 48 hours before the time fixed for the meeting.

Signature Verified

Authorized Signatory Berger Paints Bangladesh Limited

BERGER PAINTS BANGLADESH LIMITEDBerger House, House # 8, Road # 2, Sector # 3, Uttara Model Town, Dhaka-1230

Member’s Attendance Slip

I hereby record my attendance at the 40th Annual General Meeting being held on Sunday, April 21, 2013 at11 a.m. at Trust Milonayaton, Dhaka.

BO ID No:

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

Signature ................................................................................................................................................................................................

Date ..................................................... 2013

Note: Please present this slip at the Reception Desk

Conc

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BERGER PAINTS BANGLADESH LIMITEDBerger House, House # 8, Road # 2, Sector # 3, Uttara Model Town, Dhaka-1230Phone: 02 8953665 (Hunting), Fax: 880 2 8951350, E-mail: [email protected], Web: www.bergerbd.com

Annual R

eport 2012

BAR2012 (2).PDF

Documents

Transcript of BAR2012 (2).PDF