Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ......

90

Transcript of Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ......

Page 1: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212
Page 2: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

01

Letter of Transmittal 07

Corporate Directory 08

Notice of 36th Annual General Meeting 09

Five-Year Financial Statistics 11

Profile of the Board of Directors 12

Directors' Report to the Shareholders 14

BSEC Compliance Report 40

Certification for BSEC Compliance 46

Audit Committee Report 48

Auditors' Report to the Shareholders 50

Notes to the Financial Statements 56

Proxy Form & Attendance Slip 87

ContentsContents

Page 3: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

02

AT THE 35TH AGM25TH JUNE, 2015

The Directors of the Company

The Shareholders of the Company

Page 4: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

03

0

1

2

3

4

5

6

2011 2012 2013 2013-14 2015-16

EPS Trends( Calculated for 18 months , Year :2013-2014, 2015-2016)

Sponsors &Directors, 50.00%

General Public, 37.32%

FinancialInstitution

12.68%

Ownership Distributionof Share' 2015-16

Page 5: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

04

2011 2012 2013 2013-14 2015-16

Equity 178,835 182,508 189,950 199,973 210,025

160,000165,000170,000175,000180,000185,000190,000195,000200,000205,000210,000215,000

Shar

e Ho

lder

's Eq

uity

(Val

ue in

TK'

000)

Growth in Share Holder's EquityCalculated for 18 months, Year: 2013-14, 2015-16.

Page 6: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

05

2011 2012 2013 2013-14 2015-16

EBIT 34,524 36,997 39,339 59,866 75,023

010,00020,00030,00040,00050,00060,00070,00080,000

EBIT

(Val

ue in

TK'

000)

Earnings Before Interest & Tax Calculated for 18 months, Year: 2013-14, 2015-16

Page 7: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

06

3,400 2,973

6,216

16,39517,919

0

5,000

10,000

15,000

20,000

2011 2012 2013 2013-14 2015-16

Export Revenue( In '000Taka)Calculated for 18 months accounts , Year: 2015-16

Administrative Expenses

18%

Marketing Expenses

18%

Selling & Distribution

Expenses33%

Financial Expenses

31%

FY: 2015-16(18 months accounts)

Administrative Expenses

14%Marketing Expenses

14%

Selling & Distribution

Expenses27%

Financial Expenses

45%

FY: 2013-14(18 months accounts)

Page 8: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

07

Letter of Transmittal

The Investors

Bangladesh Securities and Exchange Commission

Dhaka Stock Exchange Ltd.

Chittagong Stock Exchange Ltd.

Registrar of Joint Stock Companies & Firms

Subject: Annual Report for the period 1st January 2015 to 30th June, 2016

Dear Sir (s),

We are pleased to enclose a copy of the Annual Report together with the Audited Accounts

including Statement of Financial Position as at 30th June, 2016, Statement of Comprehensive

Income, Changes in Equity and Cash Flows for the period ended 30th June, 2016 along with

notes thereon and all related Financial Statements for your record/necessary measures.

Yours faithfully

Muhammad Aminur Rahman, ACS

Company Secretary

Dated: October 27, 2016

Page 9: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

08

BOAR

D OF

DIR

ECTO

RSSe

nior

Man

agem

ent

Chairman Mr. Ahsan Khan Chowdhury

Managing Director Mr. Rathendra Nath Paul

Director Mrs. Sabiha Amjad

Director Mr. Chowdhury Kamruzzaman

Independent Director Mr. M. A. Mannan

Director Finance Mrs. Uzma Chowdhury, CPA

Chief Financial Officer Mr. Choudhury Atiur Rasul

Company Secretary Mr. Muhammad Aminur Rahman, ACS

CORPORATE DIRECTORY

BANKERS

REGISTERED OFFICE FACTORYPRAN-RFL Centre BSCIC Industrial Estate105, Middle Badda KellabondDhaka -1212 RangpurPhone:88-02-9881792, Fax:88-02-8837464Web: www.rangpurfoundry.com

AUDITORS LEGAL ADVISERSACNABIN The Legal EmpiricismChartered Accountants Tropicana Tower,BDBL Bhaban (Level-13 & 14) Suite No. A-10 (10th Floor)12 Kawran Bazar, C/A 45 Topkhana Road,Dhaka-1215, Bangladesh. Dhaka-1000, Bangladesh.

a. Prime Bank Limited b. Bank Asia Limited Motijheel Branch Scotia Branch, 119-120 Motijheel C/A 117/1 Rangs Bhaban, Level-1 Dhaka-1000 Old Airport Road, Tejgaon, Dhaka

c. The HongKong and Shanghai d. Standard Chartered Bank Banking Corporation Ltd (HSBC) SCB House Management Office, Level-4 67, Gulshan Avenue, Gulshan Shanta Western Tower 186 Bir Uttam Mir Shawkat Ali Road, Dhaka - 1212. Tejgaon I/A, Dhaka-1208

e. AB Bank Limited Motijheel Corporate Branch DBL Building, 8, Rajuk Avenue Dhaka-1000

Page 10: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

09

Notice is hereby given that the 36th Annual General Meeting of the Investors of Rangpur Foundry Ltd will be held on Thursday, 15th December, 2016 at 10:30 a.m. at Trust Milonayaton, 545 Old Airport Road, Dhaka Cantonment, Dhaka-1206 to transact the following business:

NOTICE OF 36TH ANNUAL GENERAL MEETING

A G E N D A

1. To receive, consider and adopt the Audited Accounts as of 30th June, 2016 together withReports of the Auditors and Directors thereon.

2. To elect Directors as per Articles of Association of the Company.3. To declare Dividend as recommended by the Board of Directors.4. To appoint Auditors for the year 2016-2017 and fix their remuneration.5. To approve appointment of Chairman & Managing Director of the Company.6. To approve re-appointment of Independent Director.

NOTES:

October 27, 2016

By Order of the Board

Muhammad Aminur Rahman, ACSCompany Secretary

The Record Date/Book-Closure shall be on 17.11.2016.Trading of the Company's shares in the Stock Exchanges will remain suspended on the Record Date. Members, whose names will appear in the Company's register (Certificated and Depository) at the close of business on the Record Date/Book-closure, will be entitled to attend the AGM.A member entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend and vote in his/her behalf. The Proxy Form duly stamped, must be deposited at the Registered Office of the Company not later than 48 hours before the time fixed for the meeting. Proxy must be a member of the Company.Members are requested to notify change of address, if any, to the Company.Admission to the meeting room will be strictly on production of the Attendance Slip sent with the Annual Report.

A.B.

C.

D.E.

Page 11: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

10

GB g‡g© weÁwß cÖ`vb Kiv hv‡PQ †h, iscyi dvDÛªx wjwg‡UW - Gi wewb‡qvMKvix‡`i 36 Zg evwl©K mvaviY mfv AvMvgx 15B wW‡m¤^i, 2016 Bs †ivR e„n¯úwZevi mKvj 10.30 NwUKvi mgq Uªvó wgjbvqZb, 545 cyivZb wegvb e›`i moK, XvKv ‡mbvwbevm, XvKv-1206G AbywôZ n‡e |

36 Zg evwl©K mvaviY mfvi weÁwß

Av‡jvP¨ m~Px

1. 2016 mv‡ji 30‡k Ryb Zvwi‡L mgvß A_© erm‡ii wbixw¶Z wnmve Ges Zvi Dci wbix¶Ke„‡›`i Ges cwiPvjK gÛjxi cÖwZ‡e`b we‡ePbv I MÖnY |2. †Kv¤cvbxi msNwewa Abyhvqx cwiPvjKgÛjxi wbe©vPb|3. cwiPvjbv cl©` KZ…©K cÖ¯—vweZ jf¨vsk †Nvlbv|4. 2016-2017 mv‡ji Rb¨ wbix¶K wb‡qvM I Zv‡`i cvwikªwgK wba©viY|5. †Kv¤úvwbi †Pqvig¨vb Ges e¨e¯’vcbv cwiPvjK c‡`i wb‡qvM Aby‡gv`b|6. ¯^Zš¿ cwiPvjK cybtwb‡qvM Aby‡gv`b|

`ªóe¨ t

ZvwiL: 27.10.2016 Bs

cwiPvjKgÛjxi Av‡`kμ‡g

†gvnv¤§` Avwgbyi ingvb, GwmGm†Kv¤úvbx mwPe

Ô†iK©W †WUÕ/eyK-†K¬vRvi 17.11.2016 ZvwiL wnmv‡e MY¨ n‡e|

Ô†iKW© †WUÕ/eyK-†K¬vRvi Zvwi‡L óK GK‡P‡Ä †kqvi †Kbv‡ePv ¯’wMZ _vK‡e| Õ†iKW© †WUÕ Zvwi‡L e¨emvwqK †jb‡`b †k‡l †h mKj m`m¨/m`m¨i bvg †Kv¤úvbxi †iwRóv‡i (mvwU©wd‡KU I wW‡cvwRUwi) _vK‡e †KejgvÎ ZvivB evwl©K mvavib mfvq (GwRGg-G) AskMÖnb Ki‡Z cvi‡eb|

mfvq Dcw¯’Z I †fvU cÖ`v‡bi AwaKvicÖvß m`m¨/m`m¨v Zvi cwie‡Z© GKRb‡K cÖw· wb‡qvM Ki‡Z cv‡ib| h‡_vchy³ ó¨v¤cmn cÖw· dig Aek¨B mfvi wba©vwiZ mg‡qi Aš—Z 48 N›Uv c~‡e© †Kv¤cvbxi †iwRóvW© Awd‡m Rgv w`‡Z n‡e| wb‡qvM cÖvß cÖw·‡K Aek¨B †Kv¤cvbxi m`m¨/m`m¨v n‡Z n‡e|

m`m¨/m`m¨v e„‡›`i wVKvbvi cwieZ©b n‡j †Kv¤cvbx‡K AewnZ Kivi Rb¨ Aby‡iva Kiv n‡PQ|

mfvK‡¶ cÖ‡e‡ki Rb¨ evwl©K cÖwZ‡e`‡bi mv‡_ †cÖwiZ cÖ‡ekcÎ †`Lv‡Z n‡e|

K)

L)

M)

N)

O)

Page 12: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

11

FIVE YEARS FINANCIAL STATISTICS

Particulars200,000100,000685,967135,185

34,52325,97972,14857,835

178,83521.00%25.98%

17.882.60

78.5530.24

200,000100,000754,056148,031

36,99728,38263,01765,217

186,21721.00%28.38%

18.622.84

61.2521.58

200,000100,000804,838163,223

39,33928,44253,21767,950

189,95022%

28.44%18.762.84

61.2521.53

200,000100,000892,117181,868

40,77732,02348,43377,973

199,97322%

32.02%20.003.20

98.9030.88

200,000100,000

1,476,900301,137

75,02455,05249,29365,026

210,02635% (23%+12%)

55.05%21.005.51

96.1517.47

Authorized CapitalPaid up CapitalTurnover (Net)Gross MarginProfit Before TaxNet Profit After TaxTangible Fixed AssetsCumulative Reserve & SurplusShareholders’ EquityDividend ProposedReturn on Paid up CapitalBook Value Per Share (Tk.)Earning Per Share (Tk.)Average Market Value Per Share (Tk.)Price Earning Ratio (Times)

1 Jan 2015 to30 June 2016

st

st2011 2012 2013 2014

COMPANY PRODUCTS*Tube Wells & Spares *Centrifugal Pumps

3203022107

3,233

3298051707

3,327

3045112407

3,087

General PublicICB Investors AccountFinancial InstitutionsSponsors

2013 2014 2015-2016

Value in' 000 Taka

Number of Shareholders (30th June)

Page 13: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

12

Mr. Chowdhury completed Bachelor of Arts in Business Administration from Wartburg College USA in 1992. Earlier he was the President of International Student Association in USA during his education and became outstanding international student in the same year. After returning to Bangladesh, he joined in the Board of Directors of Rangpur Foundry Limited in 1992. He attended many training sessions, seminars and courses on management development, strategic planning, financial management, sales & marketing in home and abroad. Being one of the business leaders in the country he grabbed Best Exporter's Trophy for several years awarded by the government of Bangladesh. Currently he is an active member of premier trade bodies, associations & clubs in Bangladesh. He has been appointed Chairman of Rangpur Foundry Ltd. with effect from 27 October 2016.

The Board of Directors of Rangpur Foundry Limited appointed Mr. Rathendra Nath Paul as the new Managing Director of the company with effect from 27 October 2016. Earlier he was one of the effective board members of the company and contributed to the board in taking strategic decisions. He has been nominated by M/s: Property Development Limited, shareholder of RFL. Mr. Paul has a long professional experience in various operational areas especially on non-food areas. Mr. Paul completed his graduation from the University of Dhaka in 1995 and Master Degree from the same university in 1996. He attended a lot of training programs in home and abroad.

Mrs. Amjad has a wide 35 years of Directorial and Entrepreneurial experience in her career. For her excellent dynamic leadership in business areas, the group excelled in many directions. Earlier she completed Bachelor in Economics from Punjab University in 1966. She completed her Masters degree in Economics from the University of Dhaka in 1975. She obtained another Masters degree in English from Rajshahi University in the year 1981 and Joined in the Board of Directors of Rangpur Foundry Limited in 1985. Now she is one of the members of Audit Committee of the company.

Ahsan Khan ChowdhuryChairman

Profile of the Board of Directors

Rathendra Nath PaulManaging Director[Nominated by M/s: Property Development Limited]

Mrs. Sabiha AmjadDirector

Page 14: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

13

Mr. Chowdhury Kamruzzaman has been appointed as new board member of Rangpur Foundry Limited with effect from 27 October 2016. He is the nominee director of M/s: Property Development Limited, a sponsor & shareholder of Rangpur Foundry Limited. Mr. Zaman has a long professional experience in various operational areas especially in the marketing side. He bears a vast experience of almost 21 years in the marketing arena of the company. Mr. Zaman completed his graduation from the University of Dhaka in 1992 and completed his Mater Degree from the same university in 1993. He visited lot of countries and attended various training programs in home and abroad.

The Board of Directors of Agricultural Marketing Company Limited appointed Mr. Mannan as the Independent Director of the company for a period of 3 years. He is a knowledgeable individual having practice in financial, regulatory and corporate laws of the country. Mr. Mannan completed his Bachelor B.A. Banking Diploma, DAIBB. He has a long professional experience in financial sector specially in banking areas. He served different branches of Pubali Bank Ltd. during the period from 1979 to 1982. After successful completion of 5 (five) years managerial job, he was posted to Sylhet as AGM in 2001 & worked there for more than 5 (five) years. Worked in various segment of banking sector including Human Resources & Audit division and performed quite efficiently. The Board appointed him for a final term of 03 years with effect from 29 April 2016.

Chowdhury KamruzzamanDirector[Nominated by M/s: Property Development Limited]

Mr. M.A.MannanIndependent Director

Page 15: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

14

WELCOMING SHAREHOLDERS

The Board of Directors of Rangpur Foundry Limited (RFL) welcomes all of you to the 36th Annual General Meeting (AGM) of the company. We are delighted to submit before you the operational activities, audited financial statements with auditor's report of the company for the year ended on 30 June 2016 for your consideration and approval. We have tried to describe briefly the present scenario of the business in the global context and comparing present economic condition of the country.

REVIEW OF CUREENT BUSINESS OPERATION

RFL sketches its operational strategy according to some set operational plan to achieve its goals. Our motto is to provide safe and standard household and other products at a reasonable cost. Therefore, various components like Production, Sales, Marketing, Distribution of company's business worked together to achieve success. To overcome local and global challenges, and to maintain previous business growth, marketing expenses have been increased. Products have been improved. To keep sustainable growth, there is always a pressure to reduce manufacturing cost and inaccurate forecast demand. Management has implemented continuous improvement programs throughout the year and asset utilized to its optimum. This was a tough job but managed it successfully to fulfill the commitment to all the stakeholders. Various initiatives taken by the management to visualize development in the operational areas of Rangpur Foundry Limited. During the year under review, financial cost was 30.79% whereas last year it was 44.87% of total expenses. Administrative expense, marketing expense, selling and distribution expense was 17.89%, 33.26% , 18.06% respectively in the current year. Considering the entire adverse factors for consumer business, Net Revenue increased from Tk. 131.5 crore to Tk. 147.7 crore which is 12.27% higher than the last year's proceeds. Production capacity increased to 20,580 MT whereas last year it was 18,000 MT. This year the actual production also increased from 11,733 MT to 15,706 MT which is 33.86% higher than that of last year. At the same time capacity utilization reached to 76% whereas it was 65% in the previous year. Human resources have been trained up properly and utilized to their full potential to do such laborious work for more production. The percentage of sales quantity for the products of the company is listed below:

DIRECTORS' REPORTTO THE SHAREHOLDERSFor the year ended 30 June 2016

Tubewell & Spares (CI Products)Irrigation Pumps & Others (CI products)

Jan 15-Jun 1612,451

1,281

Jul’13-Dec’1411,205

1,140

(Qty in MT)Product Category Sales Increase

11.12%12.37%

Installed CapacityActual ProductionUtilization of Capacity

Jan 15-Jun 1620,58015,706

76%

Jul’13-Dec’1418,00011,733

65%

(Qty in MT)All CI Products Increase

14.33%33.86%

Page 16: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

15

EXPORT OF GOODS

The management has emphasized on export of company's product. The export graphs are increasing day by day as a result of overall direction and supervision by the management team your company wants to put bigger foot print in the export arena. Export is the key to run the international business. Being a source of revenue, it contributes to the sustainable development to the economy of the country. Despite of the presence of adverse factor, Competitors, company's effort to accelerate the export business is running in full swing. Especially by creating export sales set up and participating in international trade fairs in abroad for more interaction with prospective export clients. Export sale is contributing more to the total revenue. We are happily informing you that the company earned foreign currency BDT 1.79 cr. this year from its export proceeds, whereas it was BDT 1.64 cr. in the last fiscal year. The export revenue is 9.29% higher than that of previous years' and this has happened due to management's perception on increasing export sales. Newer locations are being searched for expanding export market of the company and products are being prepared according to foreign consumer's choice. In graphical presentation total sales revenue calculated with cash incentives on export sales.

SALES & DISTRIBUTION

Company gives importance on direct sales mechanism and therefore sales volume and value has increased 12.27 per cent, for the year 2015-16. Consumer sentiment is down and the cost of living has gone up this year. This has led to urban household budget cuts and smaller pack sizes. But it didn't impact on sales generation of the company.Sale of consumer goods in rural markets was little bit slower over the past years. There was socio-economic reason for market down trend and management tried to overcome by the generating sales this year. We have the strongest sales and distribution network, which helped us to grab the current position in the market. Our distribution team reached untapped areas, helping sales to grow further and serve a large number of customers.

SOCIO-ECONOMIC POSITION OF COUNTRY: INDUSTRY PERSPECTIVE

Bangladesh held on a positive note in 2015-16 due to a number of achievements on the socio-economic front in the past years and stability in some major world economies. Bangladesh has been able to maintain a GDP growth rate at around 7.01% amid deficient energy and infrastructure. GDP growth rate for manufacturing sector is increasing due to political stability throughout the country. This year Growth rate for manufacturing sector is 11.59% whereas it was 10.31% in the last year. In addition, the 12-month average inflation is getting lower steadily and staying within 5.5-6%. However, cost of living went up by 6.72%, excluding expenditures on the areas such as education, treatment and transportation. Foreign exchange reserves crossed the USD 30.13 billion mark, backed by healthy remittance flows and negative import growth. All these socio-economic factors influenced our business activities to perform even better and grow further.

Page 17: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

16

The rate of inflation as recorded in Bangladesh on September, 2016 is 5.53 percent (Point to Point basis).

As usual the Country's non-productive expenditure was continuing this year and the consumer spending climbed at highest in the last decades. The following table indicates the spending by the consumers is increasing at 6.72 percent than that of last year.

OPERATIONAL PERFORMANCE

There is always a stiff competition in the local market. Competitors are producing same products to grab the market share. But we have to produce quality product at a reasonable price considering customers' purchase power and retain the market share by making a reasonable profit. We are happily informing you that, despite the consequences stiff competition, raw materials price hike during the reviewing year, RFL made a gross sale of Tk. 147.7 Crores as against Tk. 131.5 Crores during the previous year (18 months). This is more than 12.27% higher than that of last year. The cost of production also increased proportionately. Cost of Goods increased 12.47 % this year, whereas last year it increased 10.70%. Administrative expense increased due to enhancement of salary allowances of the staffs to make it market standard. The Management reviewed the wages of the workers' this year also according to the existing labor law due to inflation. This has an impact on the cost of production. Management team wanted to recover the costs by increasing sales without re-pricing consumer goods. Most of our demandable product price was static in the last fiscal year. In the face of the adverse situations company earned Tk.30.1 Cr. operating profit and Tk. 5.5 Cr. net profit, after deducting Workers Profit Participation Fund (WPPF), Workers' Welfare Fund (WWF), Workers' Welfare Foundation Fund(WWFF) and Corporate Tax.

Source: Bangladesh Bank /BBS

Source: Bangladesh Bureau of Statistics

Page 18: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

17

The comparatives on the financial performance of the Company for eighteen-month period to June 30, 2016 are presented below:

The above table denotes that the growth of Rangpur Foundry Limited (RFL) in terms of Revenue increased 12.27%, whereas Net profit after tax increased 21.72% due to decrease of various expenses in the period ended 30 June, 2016 compared to FY 2013-14. On the other hand, the company incurred operating expenses, which is 3.74% higher in this year compared to the previous.

In addition to that Earning per Share (EPS) of the company for this year is Tk. 5.51 based on outstanding 1,00,00,000 shares of Tk.10 each.

COMPANY PRODUCTS

Rangpur Foundry Limited manufactures products mainly of cast irons. This is the core business of the company from company's inception. Tube wells and other spare parts are being produces in the factory premises at BSCIC Industrial Estate, Rangpur. A variety of irrigation pumps and its spares also manufactured considering customers choice & requirements. Management is processing for newer inventions on household products under brand of RFL.

HUMAN RESOURCE MANAGEMENT

RFL is committed to maintaining a healthy and fair work environment, free from discrimination based on gender, age, race, national, origin, religion, marital status, or any other basis not prohibited by law. Moreover, this company hires women workforce to work in the factory as a part of social responsibility & equality In order to provide greater comfort to the workers on the production floor, we have production shed that is high enough for proper ventilation. This will ensure ambient temperature for the work place and will enhance greater productivity. In short, the aim is to maintain the place of work and surrounding conditions in a manner that permits employees to work to the highest effectiveness and to their full potentials.

Since its human resources gives RFL a clear competitive edge, RFL always aspires of hiring the best of the people with diverse backgrounds. Thus the focus always remains on fostering talent, unleashing potential and providing long-term career growth. Career development at RFL is solely based on merit, performance and productivity.Training is another secret behind the high-performing Human Resources of RFL. We conduct Training Need Assessment and organize Need Based Training for each and every individual team members of RFL. This year we have conducted training on Career Planning, Employee Motivation, Team Building, Grievance Handling, Fire and Electrical Safety, Chemical Safety, Workplace Safety, Computer Literacy, Personal Development etc. We have also conducted customized training for the electricians, plumbers, welders, lathe men, drivers in different phases.

RevenueCost of SalesGross ProfitOperating ExpenseNet Profit (Before Tax)Provision for TaxNet Profit after Tax

1,476,900,3591,175,763,355

301,137,004153,903,07375,023,54619,971,06155,052,485

1,315,450,0311,045,383,022

270,067,009114,268,72759,866,50114,638,87445,227,627

Particulars30-Jun-16

(Taka)30-Jun-14

(Taka)% Increase

12.27%12.47%11.50%34.69%25.32%36.40%21.72%

Page 19: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

18

COMPLIANCE MANAGEMENT

If any companies want to be successful in the long term, they must promote a culture of compliance. "Compliance" generally covers the observance of legal requirements as well as internal behavioral guidelines (codes of conduct, directives); nowadays, it also typically includes a commitment to acting with integrity. Compliance is primarily the result of effective management; conversely, compliance infringements are often the result of inadequate or deficient management Practice in Compliance Management. With systematic compliance management which adequately covers company risks, company can avoid statutory violations as far as possible, and promote professional integrity. Effective compliance management is therefore an indispensable component of diligent management. Companies contribute to their social responsibility through good compliance and acting with integrity.The management ensures that the company's compliance program is regularly audited to test its effectiveness. Weaknesses in the program or individual measures are then remedied. The compliance program must also be adapted in risk-based terms to take into account any changes in the company (i.e. new products, new markets, etc.)In Rangpur Foundry Limited (RFL) we try our level best to keep up with the growing industry and its reforming compliance standards by prioritizing our assessment and evaluation system in buyer's compliance, export compliance and social compliance. And therefore at those fundamental points we have to cut off an amount of foreseeable profit. We interpret compliance as incorporating standards that conform to specific requirements.

DIRECTORS' RESPONSIBILITIES FOR FINANCIAL STATEMENTS

The directors of the company are responsible for preparation and true and fair presentation of financial statements. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements those are free from material misstatement whether due to fraud or error, selecting and applying appropriate accounting policies. In that capacity, the Directors confirm, to the best of their knowledge that-

Certification

Reporting

Remediation

Assessment

Documentation

More Effective,SustainableCompliance

Design and documentcontrol hierarchy (i.e.control attributes) -Processes -Risks - ControlsProcess risk assessmentDefine control objectivesDevelop baselinedocumentation

Compliance dashboards for executive team,program managers and key stakeholdersProgram management tools

Executive sign-offs, letters ofrepresentation,regulatoryreportingProcesscertification

Deficiencymanagement -Classification -Assignment -TrackingStructured processto remediateissues, deficienciesand weaknesses Closed loop auditable

Compliance strategyTest plan creationTest assignmentTest execution -Survey-based -Automated -Self-testingTest Review

Page 20: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

19

APPLICATION OF BAS/IAS/BFRS/IFRS IN FINANCIAL STATEMENTS

International Accounting Standards (IAS), Bangladesh Accounting Standards (BAS), International Financial Reporting Standards (IFRS), Bangladesh Financial Reporting Standards (BFRS), International Standards for Auditing (ISA) provide basis, structure, guideline and the requirement for their content for presenting financial statement [IAS 12.1] and we assure that, this financial statement has been prepared following those standard and any deviation there-from has been disclosed adequately.

RESPONSIBILITY OF CHIEF EXECUTIVE OFFICER (CEO) & CHIEF FINANCIAL OFFICER (CFO) FOR FINANCIAL DISCLOSURES

As it is the responsibility of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) to examine and certify that the financial statement is free from materially untrue, misleading statement and omission of material fact along with re-presenting a true and fair view of company's affairs to their best knowledge and belief before placing it before the board. After their review, they have certified to the Board regarding true and fairness of financial facts and figures during preparation of this financial statements. The Board in its meeting held on October 27, 2016, recorded that the CEO and CFO jointly submitted their certification as was required under Condition No 6 of the Corporate Governance Guidelines of BSEC.

SHAREHOLDING PATTERN

Securities and Exchange Commission has imposed a condition to disclose the Shareholding by the individuals having relation with the company in condition no: 1.5 (xxi). The board is presenting the shareholding structure as on 30 June 2016 as Annexure-II in this Annual Report.

CORPORATE GOVERNANCE PRACTICE

Company's corporate governance stands with Integrity, transparency, openness and efficiency and it is our key principles to establish good Corporate Governance in Rangpur Foundry Limited. Corporate governance is the control of management in the best interests of the company along with accountability to shareholders. It refers to the mechanisms, processes and relations by which corporations are controlled and directed. RFL believes that governance structures and principles identify the distribution of rights and responsibilities among different participants in the corporation (such as the board of directors, managers, shareholders, creditors, auditors, regulators, and other stakeholders) and include the rules and procedures for making decisions in corporate affairs.

The financial statement that gives a true and fair view of the assets, liabilities, financial positions, and profit or loss of the company.The strategic report includes a fair review of the development and performance of the business and the position of the company together with a description of the principal risk and the uncertainties.The annual report and the financial statement taken as a whole those are fair balanced and understandable and provide the information necessary for shareholders to assess the company's performance.And finally the financial statements, prepared by the Management of the Company, present fairly its state of affairs, the result of its operations, cash flows and change in equity.

1.

2.

3.

4.

Page 21: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

20

Being one of the leading business enterprises and growing steadily, appropriate corporate governance practice is very much essential for us. Therefore, Sound and effective corporate governance practices are fundamental towards enhancing long-term performance, continued growth, success and reputation of our company. The Board reviewing company's operation ensures that the highest standards of corporate governance are applied to respect the laws of the country. The Board of Directors strongly believes that good corporate governance is vital in enhancing long-term performance and continuous growth and success. This will also create good internal control system within the company.

Five Golden Rules of best corporate governance practices are:

RFL has developed its corporate Governance framework based on Bangladesh Securities and Exchange commission (BSEC) Corporate Governance Notification, The Companies act 1994, Dhaka and Chittagong Stock Exchanges Listing Regulation, standard of business, politics and guideline of the company, laws of the land and local and global best practice.

The Board subscribes to internal guidelines on corporate disclosure policies and procedures based on the best practices recommended by Bangladesh Securities & Exchange Commission to provide the company with appropriate guidance in discharging its disclosure obligations and to ensure that the company moves beyond making the minimum mandatory disclosure requirements.

As the company has significant presence in the capital market & also in business operation, it abides by the guidelines of the relevant regulators and authorities. Implementation of a sound corporate governance structure and procedures & standards are essential for a public company and we are happily pledged to implement those in the upcoming years.

As practiced earlier, company has appointed M/s. Huda & Co. (Chartered Accountants) this year to examine the compliance of conditions by BSEC. For appropriate reporting of governance under 7(ii), status of compliance has been annexed to this report. Auditor will provide a certification under condition 7(i) of Corporate Governance Guidelines after completing the examination and their documentary satisfaction.

Ethics :A clearly ethical basis

to the business

Attaining Businuss Goals :Appropriate goals, arrivedthrough the creation of a

suitable stakeholder decisionmaking model

Strategic management :An effective strategy process which

incorpotates stakeholder value

Organization :An organization suitably structured to effect good corporate

governance

Reporting :Reporting systems structured to provide transparency and accountability

Page 22: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

21

(a) Net Profit after Tax(b) Appropriation Proposed: (i) Interim Dividend Paid @23% for 2015 (ii) Cash Dividend @22% for 2014 (iii) Prior year Adjustment (Deffered Tax)Transferred to Retained EarningsAdd. Accumulated SurplusBalance Carry Forward

55,052,485

(23,000,000)(22,000,000)

Nil10,052,48599,973,428

110,025,913

45,227,627

Nil(22,000,000)

(3,708,892)19,518,73580,454,69399,973,428

Particulars(Amount in Taka)

01-Jan-2015 to 30-June-2016 01 Jul-2013 to 31 Dec-2014

COMPANY'S INTERNAL CONTROL

Internal control systems are basic management practices that usually involve two elements: a policy establishing what should be done and procedures used to support the policy. Internal control systems typically come from senior management's interpretation of the company's strategic initiatives, laws and regulations, or industry standards and practices.

Company policies and procedures are used to:

Establishing an effective internal control system is the crucial responsibility of the Board of Directors through Audit Committee. The company follows the principle of decentralization to ensure internal control regarding risk management, financial control and compliance legislation. It has been designed to manage the risk of failure and to achieve the objective of the company. The company has established Internal Audit Department and appointed Head of Internal Audit to ensure internal control and compliance in place.

Internal Control Policy of RFL

APPROPRIATION OF PROFIT

Considering the financial results of the Company, the Directors are pleased to report you their recommendations for appropriation of earnings for the year under review. The appropriations are as follows:

Ensure management directives are carried out in proper manner,Set Company standards that fulfill company's mission & vision, andCommunicate regulations that apply to all personnel and all process flows.

RFL has created a framework to ensure that performance and duties of senior management and employees of the company are in compliance with relevant laws and regulations as well as the articles of incorporation.A framework to ensure an efficient performance of duties by directors of the company.A framework aimed at preservation and control of information relating to the performance of duties by functional heads.A framework including rules and preventing actions concerning the risks.A framework to ensure effective audit actions by the internal audit team and reporting regularly to Audit Committee.

Page 23: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

22

DECLARATION OF DIVIDEND

We are concerned about the interest of our valued investors'. A stable dividend policy is followed by the management considering benefits of the shareholders' and safeguarding their valuable investment.The board of directors recommended 23% dividend in their meeting held on 28 April 2016 for the year 2015. As the Accounting year changed from January - December to July-June following an Govt. order, the financial statement also been prepared for 18 months. Therefore the dividend declared on 28 April 2016 and disbursed subsequently has been considered as interim one.Considering business conditions and growth, the Board of Directors proposed and recommended Cash Dividend for the six months (Jan-June 2016) at the rate of Tk. 12%. Now, total dividend for 18 months is 35% and will involve an amount of Tk. 3,50,00,000 as cash dividend.

RISKS MANAGEMENT

Risk management is a process of thinking systematically about all possible risks, problems or disasters before they happen and setting up procedures that will avoid the risk, or minimize its impact, or cope with its impact. It is basically setting up a process where we can identify the risk and set up a strategy to control or deal with it. It is also about making a realistic evaluation of the true level of risk.

Company's aim on risk management:

Achieve and maintain a reduced cost of risk without placing the Institute in a position of risk exposure that could have a significant impact on its financial security and its Mission.Evaluate and assess all risks of loss and need related insurance.Whenever possible, modify or eliminate identifiable conditions and practices which may cause loss.Protect the interest off all other stakeholders.

Below steps are followed by the company during its Risk Management.

Risk identification is a key component of a robust framework. This means understanding the risk profile and identifying and assessing the significant risks contained within it.It is concerned with assessing probability and impact of individual risks, taking into account any interdependencies or other factors outside the immediate scope under investigation.The ultimate purpose of our risk identification and analysis are to prepare for risk mitigation. Mitigation includes reduction of the likelihood that a risk event will occur and reduction of the effect of a risk event if it does occur. Management also keep a clear picture of any project developing in reality and based on the picture risk management planning is framed. Management maintains a track of the identified risks, monitor the effectiveness of your risk responses and identify new or changed risks. This means having effective reporting mechanisms in place and ensuring that risk is covered in all key reports and reviews.The company carried out risk audit by its internal staff and external service providers as well. A risk audit provides a measure of independence and perspective. In our risk audit we focus on compliance with standards, procedures and legislative requirements.

Identification

Impact Assessment

Mitigation

Monitoring

Review

Page 24: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

23

EXPANSION & FUTURE PLAN

The operation plan is closely tied to the team and management plan section of a successful business plan. An operation plan is the engine that runs the business machine. It becomes effective when Operations and Management Plan combines together. As a part of Operations and Management Plan, Management has expanded its production lines to increase capacity within the factory premises couple of years ago. Now, it's high time to gear up with production & sales within the existing production capacity.Considering customers' choice we are trying to expand our business locally and globally. Operation units are working on this and analyzing the prospective areas. Research & Development team working very hard and newer products will be added in company's portfolio in the coming days. Newer export areas are being searched for generating more revenue from export.

ROTATION OF DIRECTORS

According to the Clause 91(2) of the Companies Act 1994, not less than one third of the total number of directors of every Company other than Private Limited Company should retire from the position in the Annual General Meeting and if eligible can be re-elected. As a result Mrs. Sabiha Amjad will retire from her directorship according to Article 127, 128 & 129 of Articles of Association. Being eligible can offer herself for re-election as per Article 130 in this Annual General Meeting. On the other hand Chowdhury Kamruzzaman appointed as nominated director on 27 October 2016 and will resign from this position in this Meeting, being eligible may be re-elected.

EXPIRATION OF HON'BLE CHAIRMAN

Our honorable Chairman Lt. Col. Mahtabuddin Ahmed (Retd) passed away on 14 July 2016. It was a great loss for the company indeed. He made a great contribution for the development of the company from the very beginning. The company mourns with you and celebrates the extraordinary life of this remarkable entrepreneur who devoted his life to achieve company's mission. Mr. Ahmed showed his solid dedication to service throughout his life and his devotion to ethics and integrity made him remarkable one. The Board also recorded the expiration message in their meeting held on 16 July 2016.

APPOINTMENT OF NEW CHAIRMAN & DIRECTOR

To fill the position of Chairman of the Board, Mr. Ahsan Khan Chowdhury selected as new Chairman of the Company in the board meeting held on October 27, 2016. Earlier he resigned from the position of Managing Director and with the consent of all Directors, Mr. Rathendra Nath Paul has been appointed as new Managing Director of the Company. Moreover, to meet CG guideline, Chowdhury Kamruzzaman also been appointed as director of the company as nominated by M/s: Property Development Limited.

Page 25: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

24

CODE OF CONDUCT

The Board members of Rangpur Foundry Limited are committed to operate the business with integrity. To ensure transparency & accountability of the directors, the members of the Board have adopted a code of conduct. This code is applicable for new member inclusion of the Board and a compliance status is kept for necessary records in registered office of the company. The Directors are responsible for maintaining ethical code of conduct in relation to business & regulations from the govt. authorities. Compliance of Code of Conduct is reported by the members to the board annually.

CONTINUATION OF INDEPENDENT DIRECTOR

The Board of Directors appointed Mr. M.A. Mannan as independent director on April 29, 2013 according to Corporate Governance Guidelines circulated by Bangladesh Securities and Exchange Commission. He also completed his tenure of 03(Three) years as stipulated by BSEC. Therefore, the board extended his appointment w.e.f: 29 April 2016 for another term of 03(three) years in their meeting held on 16 April 2016.

He is continuing in this position for this reporting financial year complying with the tenure of Independent Director set out in Corporate Governance Guideline [condition 1.2(vi)]. A brief resume of Mr. Mannan is annexed in separate page with the profile of other Board Members.

DIRECTOR'S REMUNERATION

The Company has fixed remuneration for the Board members for attending the meeting of the members. The members of the Board of Directors having shares in the company do not receive any remuneration or reimburse any expense for attending the Board Meeting held during the year.

REAPPOINTMENT OF AUDITOR

The existing auditor M/s. Acnabin, Chartered Accountants retires at this Annual General Meeting and being eligible for reappointment for consecutive 2nd year, the Board keeping pursuant to the section 210 of The Companies Act, 1994 and other applicable provision, M/s. Acnabin, Chartered Accountants, BDBL Bhaban (Level-13 &14), 12 Karwan Bazar C/A, Dhaka-1215, Bangladesh are hereby reappointed as auditor of the company to hold office from the conclusion of the annual general meeting till the conclusion of the next Annual General Meeting.

Following the meeting, the board was reconstructed as below:

Ahsan Khan Chowdhury

Rathendra Nath Paul

Mrs. Sabiha Amjad

Chowdhury Kamruzzaman

Mr. M.A. Mannan

Chairman

Managing Director

Director

Director

Independent Director

(Representative from M/s: Property Development Limited)

(Representative from M/s: Property Development Limited)

Page 26: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

25

Raw Materials Stock & purchase (Opening & Closing)Production Capacity and Actual ProductionValue of Work in processFinished Goods

AUDIT COMMITTEE FUNCTIONS

It is very important issue for all publicly listed companies to constitute an effective Audit Committee within the organization. So, the Board of Rangpur Foundry Limited has established an Audit Committee to comply with the conditions 3, 3.1, 3.2, 3.3, 3.4, 3.5 of the Corporate Governance Guidelines notified on 07 August 2012 by Bangladesh Securities and Exchange Commission (BSEC). The present Audit Committee is as follows:

Committee formed with a view to have assistance in continuous review, monitoring and assessment of performance of the organization systematically against the regulatory requirement, established policies, management of risk and compliance with the existing law of the country. The Audit Committee works as a sub-committee to the Board. The Company Secretary acts as Secretary to the Committee. The Independent Director is the Chairman of the committee and the Board has appointed him for a period of 03(Three) years and it can be extended for another term only.

RELATED PARTY TRANSACTION

The company has established appropriate procedures to ensure that the company complies with the directions of BSEC. All related party transactions are forwarded to the Audit Department for verification. The Board of Directors like to disclose the information related to the transactions with the parties involved with the business as required by the CG Guidelines circulated by BSEC. Details of related party transaction entered into by the company during the financial year under review are set out in note no: 39, 39.1 (a), (b), (c) of this financial statement.

SEGMENT INFORMATION

Rangpur Foundry Limited sells its products through its sales centers and dealers. Quantitative disclosure of company's product disclosed as follows. Information has been segmented as -

The segment information about company's products is displayed in the notes 20.1 to 20.7 in the financial statements of this report which is consistent with the total sales value for the purposes of evaluating performance.

Mr. M.A. Mannan

Mr. Ahsan Khan Chowdhury

Mrs. Sabiha Amjad

Independent Director

Chairman

Director

Chairman

Member

Member

Name Position in the Board Position in the Committee

Page 27: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

26

GOING CONCERN

The Board of Directors of RFL confirms that they have reasonable expectation on the going concern identity of the company. Analysis of previous business operation and cause and effect in the financial statement are the basis of this confirmation Management has prepared financial statements on a going concern basis, having made due enquiries that the Company have adequate resources to continue operations in the foreseeable future.

EXTRA-ORDINARY EVENTS

No event of extra ordinary gain or loss occurred during the reporting period which would require adjustment or disclosure in the financial statements.

UTILIZATION OF PROCEEDS PROM PUBLIC ISSUE

No such event of collecting fund from public issues took place during the financial period which would require adjustment or disclosure in this annual report.

VARIANCE IN QUARTERLY AND ANNUAL FINANCIAL PERFORMANCE

During the financial year no such reporting is applicable for the management in respect of significant variance occurs between the Quarterly Financial performance and Annual Financial Statements.

APPRECIATION

I would like to voice our deep appreciation& sincere gratitude on behalf of The Board of Directors of Rangpur Foundry Limited to the all valued investors, consumers, patrons, well-wisher, banks, insurance companies, Securities & Exchange Commission, Dhaka Stock Exchange, Chittagong Stock Exchange, Government regulatory agencies, Central Depository Bangladesh Limited and all business associates for their confidence, continued support & cooperation in accomplishing the company's business objective. We look forward to their continued support, co-operation, and guidance those are our constant source of encouragement in the day ahead.The Directors also express their deep appreciation for the sincere and dedicated service rendered by the employees of the Group for the progress of the Company.Once again we offer our heartiest thanks to all shareholders for their support during this year.On behalf of the Board of Directors,

Rathendra Nath PaulManaging Director

Page 28: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

27

m¤§vbxZ †kqvi‡nvìviMY

iscyi dvDwÛª wjwg‡UW (AviGdGj) Gi cwiPvjbv cl©` Avcbv‡`i‡K ‡Kv¤úvbxi 36-Zg evwl©K mvaviY mfvq (G wR Gg) ¯^vMZ Rvbv‡”Q| Avcbv‡`i we‡ePbv Ges Aby‡gv`‡bi Rb¨ Avcbv‡`i m¤§y‡L cwiPvjbv Kvh©μg, 30 Ryb 2016 Zvwi‡L mgvß eQ‡i †Kv¤úvbxi wbixw¶Z cÖwZ‡e`bmn Avw_©K cÖwZ‡e`b Dc¯’vcb Ki‡Z †c‡i Avgiv Avbw›`Z| ˆewk¦K †cÖ¶vc‡U Ges †`‡ki eZ©gvb cwiw¯’wZi m‡½ Zzjbv K‡i e¨emv‡qi eZ©gvb cwiw¯’wZ Avgiv ms‡¶‡c eY©bv Kivi †Póv K‡iwQ|

eZ©gvb e¨emvwqK Kvh©µ‡gi ch©v‡jvPbv

wbR¯^ j¶¨ AR©b Kivi D‡Ï‡k¨, c~e© cÖYxZ KwZcq Kvh©μg cwiPvjbv Abyhvqx, Avi Gd Gj wb‡R‡`i Kg© †KŠkj cÖYqb K‡i| Avgv‡`i D‡Ïk¨ n‡jv wbivc` Ges gvbm¤úbœ M„n¯’vjx Ges Ab¨vb¨ cY¨ hyw³m¤§Z g~‡j¨ cÖ`vb Kiv| myZivs, mvdj¨ AR©b Kivi j‡¶¨, †Kv¤úvbxi e¨emv‡qi wewfbœ Ask, †hgb- Drcv`b, weμq, evRviRvZKiY, weZiY GK‡Î KvR K‡i‡Q| ¯’vbxq Ges wek¦Rbxb P¨v‡jÄ †gvKv‡ejv Kivi j‡¶¨, Ges c~‡e© AwR©Z e¨emvwqK cÖe„w× a‡i ivLvi Rb¨, evRviRvZKiY e¨q wKQyUv e„w× †c‡q‡Q| c‡Y¨i Dbœqb mvab n‡q‡Q| †UKmB cÖe„w× a‡i ivLvi Rb¨, mKj mgqB GKwU Pvc KvR K‡i †h, Drcv`b LiP Kgv‡Z n‡e Ges Pvwn`v m¤ú‡K© h_vh_ c~e© aviYv _vK‡Z n‡e| myZivs, eQi Ry‡o e¨e¯’vcbv KZ…©c¶ wbiwew”Qbœ Dbœqb Kg©m~Px ev¯—evqb K‡i‡Q Ges wewfbœ ai‡Yi c`‡¶cI MÖnY Kiv n‡q‡Q †hb m¤ú‡`i c~Y© mبenvi Kiv m¤¢e Kiv nq| GwU GKwU KwVb KvR wQj wKš‘ mvd‡j¨i m‡½ GwU m¤úbœ nq †hb Gi Øviv †Kv¤úvwbi mKj mn‡hvMx‡K cÖ`Ë cÖwZkÖ“wZ c~iY Kiv m¤¢e nq| iscyi dvDÛªx wjwg‡U‡Wi Dbœqb Kg©KvÛ ev¯—evqb Kivi j‡¶¨ e¨e¯’vcbv KZ…©c¶ wewfbœ c`‡¶c MÖnY K‡i‡Q|

ch©v‡jvPbvaxb eQ‡i, †gvU Li‡Pi g‡a¨, Avw_©K Lv‡Z LiP wQj 30.79%, MZ eQ‡i hv wQj 44.87%| eZ©gvb eQ‡i, cÖkvmwbK, evRviRvZKiY, weμq Ges weZiY e¨q wQj h_vμ‡g 17.89%, 33.26% Ges 18.06% | †fvM¨ cY¨ e¨emv‡qi †¶‡Î, mKj cÖwZK‚j cwiw¯’wZi welqvejx we‡ePbv Ki‡j, bxU ivR¯^ c~‡e©i 131.5 †KvwU UvKv †_‡K e„w× †c‡q eZ©gv‡b 147.7 †KvwU UvKvq `vwo‡q‡Q, hv MZ eQ‡ii Zzjbvq 12.27% †ekx|

Drcv`b ¶gZv uvovq 20,580 †gwUªK Ub, hv MZ eQ‡i wQj 18,000 †gwUªK Ub| 11,733 †gwUªK Ub †_‡K cÖK…Z Drcv`b †e‡o uvovq 15,706 †gwUªK U‡b, MZ eQ‡ii Zzjbvq cÖe„w×i nvi 33.86%| GKB mg‡q Drcv`b ¶gZv e¨env‡ii nvi `uvovq 76% G, hv c~‡e©i eQ‡i wQj 65%| Drcv`b e„w×i j‡¶¨, mva¨ Kv‡Ri †¶‡Î, gvbe m¤ú`‡K h_vh_ cÖwk¶Y cÖ`vb Kiv nq Ges gvbe m¤ú‡`i c~b© m¤¢vebvi cy‡ivUvB Kv‡R jvMv‡bv nq|

†kqvi †nvìviM‡Yi cÖwZ cwiPvjK gÛjxi cÖwZ‡e`b30 Ryb 2016 Zvwi‡L mgvß eQ‡ii Rb¨

Page 29: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

28

†Kv¤úvbxi c‡Y¨i weµ‡qi nvi bx‡P cÖ`vb Kiv n‡jv t

cY¨ ißvwb

†Kv¤úvbxi cY¨ ißvwbi e¨vcv‡i e¨e¯’vcbv KZ…©c¶ h_vh_ c`‡¶c MÖnY Ki‡Q| e¨e¯’vcbv KZ…©c‡¶i ZË¡veavb Ges mvgMÖxK wb‡`©kbvi d‡j, †Kv¤úvbxi ißvwb μgk: e„w× cv‡”Q, ißvwb †¶‡Î Avcbv‡`i †Kv¤úvbx e„nËi Ae`vb ivLvi †Póv Ki‡Q| Avš—R©vwZK e¨emv cwiPvjbvi †¶‡Î ißvwb ¸i“Z¡c~Y© f‚wgKv cvjb K‡i| ivR¯^ Avni‡Yi Kvi‡YI, †`‡ki A_©bxwZ Ges †UKmB Dbœq‡bi †¶‡Î ißvwb ¸i“Z¡c~Y© f‚wgKv cvjb K‡i| cÖwZK‚j cwiw¯’wZ Ges cÖwZØ›Øx‡`i Dcw¯’wZ m‡Ë¡I, †Kv¤úvbxi cÖ‡Póv Ae¨vnZ i‡q‡Q †hb ißvwb e„w× cvq| G D‡Ï‡k¨ ißvwb KvVv‡gv †X‡j mvRv‡bv n‡q‡Q Ges Avš—R©vwZK evwYR¨ †gjvq AskMÖnY e„w× Kiv n‡”Q, †hb Gi d‡j m¤¢ve¨ Avg`vbxKviK‡`i m‡½ †hvMv‡hvM i¶v Kiv m¤¢e nq| ißvwb Av‡qi Kvi‡Y †gvU ivR‡¯^i cwigvYI e„w× cv‡”Q| Avgiv Avb‡›`i m‡½ Avcbv‡`i‡K AewnZ KiwQ †h, G eQ‡i †Kv¤úvbxi ißvwb Avq `vwo‡q‡Q 1.79 †KvwU UvKv| MZ A_© eQ‡i G cwigvY wQj 1.64 †KvwU UvKv| MZ A_© eQ‡ii Zzjbvq GeQi ißvwb cÖe„w×i nvi wQj 9.2% †ekx| e¨e¯’vcbv KZ…©c‡¶i Kg©ZrciZvq G ai‡Yi AR©b m¤¢e n‡q‡Q| †Kv¤úvbxi ißvwb c‡Y¨i Rb¨ bZzb bZzb evRvi †LuvRv n‡”Q| †fv³ve„‡›`i cQ›` Abyhvqx bZzb cY¨ Drcv`b Kiv n‡”Q| ißvwb Avq Ges ißvwbi †¶‡Î cÖ`Ë bM` mnvqZv mn †gvU Avq MÖv‡di gva¨‡g †`Lv‡bv n‡q‡Q|

weµq Ges weZiY t

mivmwi weμq c×wZi e¨vcv‡i †Kv¤úvwb we‡kl ¸i“Z¡ cÖ`vb K‡i| G Kvi‡Y, 2015-16 mv‡j c‡Y¨i weμq e„w× †c‡q‡Q 12.27 kZvsk| G eQ‡i, †fv³vi Pvwn`v n«vm †c‡q‡Q Ges RxebhvÎvi e¨q e„w× †c‡q‡Q| Gi d‡j †cŠi A‡j mvsmvwiK e¨‡qi wnmve Kgv‡Z n‡q‡Q| wKš‘ GwU †Kv¤úvwbi weμq Kg©Kv‡Û †Zgb cÖfve †d‡jwb| MZ K‡qK eQ‡i cjx A‡j †fv³v c‡Y¨i weμq n«vm †c‡q‡Q| evRv‡ii wbægyLx cÖeYZvi Rb¨ wKQy Av_© mvgvwRK KviY wQj Ges e¨e¯’vcbv KZ…©c¶ weμq e„w×i gva¨‡g G eQi Zv `~i Kivi †Póv K‡i| Avgv‡`i i‡q‡Q me‡P‡q kw³kvjx weμq Ges weZiY †bUIqvK©, hvi d‡j Avgiv evRv‡i eZ©gvb cwiw¯’wZ‡Z †cuŠQ‡Z †c‡iwQ| †h mKj GjvKv‡Z c~‡e© †cuŠQv‡bv m¤¢e nqwb, Avgv‡`i weZiY wefv‡Mi Kgx©iv †m mKj ¯’v‡b †cuŠ‡Q‡Q| Gi d‡j weμq Av‡iv e„w× †c‡q‡Q Ges AwaK msL¨K MÖvnK‡K †mev cÖ`vb Kiv m¤¢e n‡q‡Q|

bjK‚c Ges LyPiv hš¿vsk (wm AvB cY¨mg~n)

†mP cv¤ú Ges Ab¨vb¨ (wm AvB cY¨mg~n)

Rvbyqvix Õ15-Rvbyqvix Õ16

12,451

1,281

RyjvB Õ13-wW‡m¤^i Õ14

11,205

1,140

weμq cÖe„w×

11.12%

12.37%

c‡Y¨i †kÖYx (†gwUªK U‡b cwigvY)

¯’vcbK…Z Drcv`b ¶gZv

cÖK…Z Drcv`b

m¶gZvi e¨envi

Rvbyqvix Õ15-Rvbyqvix Õ16

20,580

15,706

76%

RyjvB Õ13-wW‡m¤^i Õ14

18000

11,733

65%

cÖe„w×

14.33%

33.86%

mKj †jŠnRvZ cY¨ (†gwUªK U‡b cwigvY)

Page 30: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

29

†`‡ki Av_©-mvgvwRK Ae¯’vq t wkíLvZ

Av_©-mvgvwRK †¶‡Î KwZcq AR©‡bi Kvi‡Y, 2015-16 mvj evsjv‡`‡ki Rb¨ GKwU BwZevPK eQi| MZ A_© eQ‡ii Zzjbvq G mg‡q †`‡ki Av_©-mvgvwRK †¶‡Î A‡bK AMÖMwZ mvwaZ n‡q‡Q hv wKbv we‡k¦ cÖavb cÖavb A_©bxwZi ivóªmg~‡ni w¯’wZwkjZvi Gi Ab¨Zg KviY| R¡vjvbx Ges AeKvVv‡gvi †¶‡Î NvUwZ _vKv m‡Ë¡I evsjv‡`‡ki A_©‰bwZK cÖe„w×i nvi wQj 7.01%| cy‡iv †`k Ry‡o ivR‰bwZK w¯’wZkxjZv eRvq _vKvi Kvi‡Y Drcv`b LvZ I wR wW wc Gi cÖe„w×i nvi Ae¨nZ wQj| G eQi Drcv`b Lv‡Z cÖe„w×i nvi wQj 11.59%, MZ eQ‡i hv wQj 10.31%|

AwaKš—, MZ GK eQi g~j¨ùxwZi nvi μgvMZ n«vm cv‡”Q Ges 5.5-6% Gi g‡a¨ mxgve× i‡q‡Q| Z‡e, wk¶v, wPwKrmv Ges cwienY e¨q e¨ZxZ Rxeb hvÎvi e¨q e„w× †c‡q‡Q 6.72%| ˆe‡`wkK gy`ªvi wiRvf© 30.31 wewjqb gvwK©b Wjvi AwZμg K‡i‡Q| we‡`k †_‡K †cÖwiZ ˆe‡`wkK gy`ªv Ges Avg`vbx Lv‡Z LiP n«v‡mi Kvi‡Y ˆe‡`wkK gy`ªvi wiRv‡f©i †¶‡Î G AMÖMwZ AR©b Kiv m¤¢e nq| G mKj Av_©-mvgvwRK Kvi‡Y Avgv‡`i evwYwR¨K Kg©Kv‡Û cÖfve c‡o‡Q Ges AMÖMwZ mvwaZ n‡q‡Q|

2016 mv‡ji †m‡Þ¤^i gv‡m g~j¨ ùxwZi nvi †iKW© Kiv nq 5.53 kZvsk| h_vixwZ †`‡ki Abyrcv`bkxj Lv‡Zi e¨q G eQ‡iI †e‡o PjwQj Ges MZ `k‡Ki g‡a¨ †fv³vi e¨‡qi cwigvY m‡e©v”P ch©v‡q †cuŠ‡Q hvq| mviYx †_‡K †`Lv hvq †h, MZ eQ‡ii Zzjbvq †fv³vi e¨q 6.72 kZvsk nv‡i †e‡o‡Q|

cwiPvjbv Kvh©µg

¯’vbxq evRv‡i mKj mg‡qB c‡Y¨i evRviRvZKiY Zxeª cÖwZ‡hvwMZv c~Y©| evRvi `Lj Kivi Rb¨ cÖwZ×Üx cÖwZôvb mg~n GKB cY¨ Drcv`b K‡i _v‡Kb| wKš‘, MÖvn‡Ki μq ¶gZvi K_v wPš—v K‡i Avgiv Kg g~‡j¨ gvbm¤úbœ cY¨ Drcv`b K‡i _vwK Ges evRv‡i Avgv‡`i Ae¯’vb A¶zbœ ivLvi †Póv Kwi| h‡_vchy³ gybvdvi welqwUI Avgiv gv_vq ivwL| Avgiv Avcbv‡`i‡K Avb‡›`i m‡½ AewnZ Ki‡Z PvB †h, ch©v‡jvPbvaxb eQ‡i Zxeª cÖwZ‡hvwMZv Ges KuvPvgv‡ji g~j¨ e„w× m‡Ë¡I, Avi Gd Gj Gi †gvU weμ‡qi cwigvY wQj 147.7 †KvwU UvKv hv c~e©eZ©x mg‡q wQj 131.5 †KvwU UvKv| GwU MZ eQ‡ii GKB mg‡qi Zzjbvq 12.27% †ekx| AvbycvwZK nv‡i Drcv`b LiPI e„w× cvq| G eQi c‡Y¨i g~j¨ 12.47% e„w× †c‡q‡Q| MZ eQ‡i G e„w×i nvi wQj 10.70%| Kg©Pvix‡`i †eZb fvZv e„w×i Kvi‡Y cÖkvmwbK e¨q e„w× cvq| Ab¨vb¨ †Kv¤úvbxi Kg©Pvix‡`i †eZb fvZv Ges μq ¶gZv K_v we‡ePbv K‡i G †Kv¤úvbxi Kg©Pvix‡`i †eZb fvZv e„w× Kiv nq| Kg©x‡`i †eZb e„w×i †¶‡Î e¨e¯’vcbv KZ…©c¶ kÖg AvBb Ges g~j¨ùxwZi K_v we‡ePbv K‡ib| d‡j c‡Y¨i Drcv`b Li‡Pi Dci Gi cÖfve c‡o| c‡Y¨i g~j¨ e„w× bv K‡i e¨e¯’vcbv KZ…©c¶ weμq e„w×i gva¨‡g G LiP †cvlv‡bvi †Póv K‡i| Avgv‡`i †h mKj c‡Y¨i e¨vcv‡i gvby‡li Pvwn`v i‡q‡Q MZ A_© eQ‡i H mKj cY¨ g~j¨ w¯’wZkxj wQj| cÖwZK‚j cwiw¯’wZ m‡Ë¡I †Kv¤úvbxi cwiPvjbv gybvdv wQj 30.1 †KvwU UvKv Ges bxU gybvdvi cwigvY wQj 5.5 †KvwU UvKv| Kg©x‡`i gybvdv AskMÖnYg~jK Znwej (WweD wc wc Gd), Kg©x‡`i Kj¨vY Znwej (WweD WweD Gd), Kg©x‡`i Kj¨vY dvD‡Ûkb Znwej (WweD WweD Gd Gd) Ges K‡c©v‡iU Ki KZ©b Kivi c‡i G wnmve cvIqv hvq|Ryb 30, 2016 Zvwi‡L m¤úbœ †Kv¤úvbxi 18 (AvVv‡iv) gv‡mi Avw_©K Kg©ZrciZvi Zzjbvg~jK wPÎ Dc¯’vcb Kiv n‡jv t

Page 31: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

30

Dc‡ii mviYx †_‡K †`Lv hv‡”Q †h, iscyi dvDÛªx wjwg‡UW (Avi Gd Gj) Gi ivR¯^ cÖe„w× N‡U 12.27%, †hLv‡b Ki cieZ©x bxU gybvdv e„w× cvq 21.72%| wewfbœ e¨q n«vm cvIqvi Kvi‡Y GUv m¤¢e n‡qwQj| G‡¶‡Î 2014-15 A_© eQ‡ii m‡½ 30 Ryb 2016 Zvwi‡L m¤úbœ A_© eQ‡ii Zzjbv Kiv n‡q‡Q| Aci c‡¶, MZ A_© eQ‡ii Zzjbvq †Kv¤úvbxi cwiPvjbv e¨q 3.74% e„w× cvq|AÎ eQ‡i †kqvi cÖwZ †Kv¤úvbxi Avq (B wc Gm) wQj 5.51 UvKv| cÖwZwU `k UvKv g~‡j¨i GK †KvwU †kqvi Abyhvqx G wnmve m¤úbœ nq|

†Kv¤úvbxi cY¨mg~n

iscyi dvDÛªx wjwg‡U‡Wi Drcvw`Z cY¨ g~jZ: Kv÷ Avqib (XvjvB †jvnv) wfwËK| m~PbvKvj †_‡KB GwU †Kv¤úvbxi g~j e¨emv| wewmK wkí G‡÷U, iscy‡i Aew¯’Z KvivLvbv‡Z bjK‚c Ges Ab¨vb¨ LyPiv hš¿vsk Drcvw`Z n‡q _v‡K|

MÖvn‡Ki Pvwn`v Ges k‡Z©i K_v we‡ePbv K‡i wewfbœ ai‡Yi †mP cv¤ú Ges †mP cv‡¤úi LyPiv hš¿vsk Drcv`b Kiv nq| Avi Gd Gj eª¨v‡Ûi Aax‡b bZzb bZzb cY¨ Drcv`b Kivi welqwUI e¨e¯’vcbv KZ…©c¶ we‡ePbv Ki‡Q|

gvbe m¤ú` e¨e¯’vcbv

GKwU wbi‡c¶ Kg© cwi‡ek eRvq ivLvi e¨vcv‡i Avi Gd Gj cÖwZkÖ“wZe×| G Kg© cwi‡e‡k bvix cyi“‡li g‡a¨ †Kvb ˆelg¨ †bB| eqm, RvwZ Ges ˆeevwnK Ae¯’vi Kvi‡Y †Kvb ˆelg¨ Kiv nq bv| †hLv‡b †Kvb †e-AvBbx ˆelg¨ †bB| AwaKš—, KviLvbv‡Z KvR Kivi Rb¨ mvgvwRK `vqe×Zv I mvg¨Zvi Kvi‡Y bvix kÖwgK wbe©vPb Kiv nq| †cÖvWvKkb †d¬v‡i Kg©xiv †hb wbwe©‡Nœ KvR Ki‡Z cv‡i †mRb¨ †cÖvWvKkb †d¬v‡ii †g‡S †_‡K Qv‡`i D”PZv A‡bK †ekx Ges †cÖvWvKkb †d¬v‡i cÖPzi evq~ PjvP‡ji e¨e¯’v ivLv n‡q‡Q| Gi d‡j, Kg©¯’‡j Dchy³ ZvcgvÎv eRvq _v‡K Ges Drcv`b e„w× cvq| ms‡¶‡c, Ggb ai‡Yi Kg© cwi‡ek m„wó Kiv nq †hb, m‡e©v”P gvÎvi Drcv`bkxjZv wbwðZ nq Ges Kg©x‡`i myß m¤¢vebv m‡e©v”P gvÎvq Kv‡R jvMv‡bv hvq|DbœZ gvbe m¤ú‡`i Kvi‡Y cÖwZØ›Øx Ab¨vb¨ †Kv¤úvbxi Zzjbvq Avi Gd Gj GwM‡q i‡q‡Q| †h mKj PvKzix cÖv_©xi ˆewPΨc~Y© AwfÁZv i‡q‡Q Avi Gd Gj Zv‡`i‡K wb‡qvM cÖ`vb Kivi †Póv K‡i| Gi d‡j, cÖwZfvi g~j¨vqb nq Ges myß m¤¢vebv Kv‡R jv‡M| Kg©xi `xN© †gqv`x K¨vwiqvi wbwðZ nq| Avi Gd Gj G K¨vwiqv‡ii DbœwZi gvb`Û n‡jv †gav, Kg©ZrciZv Ges Drcv`bkxjZv| Avi Gd Gj Gi gvbe m¤ú‡`i D”P gvÎvi Kg©ZrciZvi †cQ‡b Av‡iKwU KviY n‡jv cÖwk¶Y| cÖwk¶Y cÖ`vb Kivi c~‡e© Avgiv Pvwn`vi g~j¨vqb Kwi Ges cÖ‡qvRb Abymv‡i cÖwk¶Y cÖ`vb Kwi| Avi Gd Gj Gi cÖ‡Z¨K Kg©xi †¶‡Î G welqwU cÖ‡hvR¨| †h mKj wel‡q Avgiv G eQ‡i cÖwk¶Y cÖ`vb K‡iwQ †m¸‡jv n‡jv- K¨vwiqvi msμvš— cwiKíbv, Kg©x‡`i‡K DØy×KiY, `j MVb, cÖwZK‚j cwiw¯’wZ e¨e¯’vcbv, AwMœ Ges ˆe`y¨wZK wbivcËv, Kg©¯’‡ji wbivcËv, Kw¤úDUvi ¯^v¶iZv, e¨w³MZ Dbœqb BZ¨vw`| we`y¨r Kg©x, cv¤^vi (K‡ji wg¯¿x), SvjvB Kg©x, †j` †gwk‡bi KvwiMi, Mvox PvjK‡`i R‡b¨I Avgiv we‡klvwqZ cÖwk¶‡Yi e¨e¯’v K‡iwQ|

weeiYx

ivR¯^weμq LiP†gvU gybvdvcwiPvjb e¨qbxU gybvdv (Ki c~e©)Ki mwÂwZKi cieZ©x bxU gybvdv

1,476,900,3591,175,763,355

301,137,004153,903,07375,023,54619,971,06155,052,485

1,315,450,0311,045,383,022

270,067,009114,268,72759,866,50114,638,87445,227,627

30 Ryb 2016(UvKv)

31 wW‡m¤^i 2014(UvKv)

cÖe„w×i kZKiv nvi

12.27%12.47%11.50%34.69%25.32%36.40%21.72%

Page 32: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

31

Av‡`k cÖwZcvjb e¨e¯’vcbv

†Kvb †Kv¤úvbx hw` `xN© †gqv‡` mdj n‡Z Pvq Z‡e Zv‡`i‡K Aek¨B wewa wb‡la †g‡b Pjvi cÖwZkÖ“wZ cÖYqb Ki‡Z n‡e| ÓKgcvqvÝÓ ej‡Z mvaviYZ: AvBbx welqmg~n †g‡b †bIqv †evSvq| Gi m‡½ Af¨š—ixY c_ wb‡`©kbvI (AvPiY wewa, wb‡`k©vejx) RwoZ| eZ©gv‡b Gi m‡½ mZZvi m‡½ KvR Kivi cÖwZkÖ“wZi welqwUI RwoZ| Kgcvqv‡Ýi †cQ‡b cÖv_wgK †h welqwU RwoZ Zv n‡jv- djcÖm~ e¨e¯’vcbv| Aci c‡¶, KgcvqvÝ f½ Kivi †cQ‡bi KviY n‡jv- e¨e¯’vcbv bxwZ cÖ‡qv‡M NvUwZ| c×wZMZ KgcvqvÝ e¨e¯’vcbvi g‡a¨ i‡q‡Q †Kv¤úvbxi SuywKmg~n, mswewae× wewamg~n f½ Kivi welqwU †Kv¤úvbx h_v m¤¢e Gwo‡q Pj‡Z cv‡i Ges G Kvi‡Y †ckvMZ mZZvI e„w× cvq| myZivs, DbœZZi e¨e¯’vcbvi GKwU Awe‡”Q`¨ Ask djcÖmy KgcvqvÝ e¨e¯’vcbv| bxwZ †g‡b Pjvi gva¨‡g Ges mZZvi gva¨‡g KvR Kivi mvnv‡h¨ GKwU †Kv¤úvbx mvgvwRK `vqe×Zv cvjb Ki‡Z cv‡i|e¨e¯’vcbv KZ…©c¶ G welqwU wbwðZ Ki‡Z cv‡i †h, †Kv¤úvbxi KgcvqvÝ Kg©m~Px wbqwgZ cix¶v Kiv n‡”Q †h, KgcvqvÝ wVK g‡Zv KvR Ki‡Q wK-bv? Kg©m~Px A_ev e¨w³MZ †¶‡Î †Kvb `ye©jZv †`Lv w`‡j cÖwZKvig~jK c`‡¶c MÖnY Kiv nq| †Kv¤úvbxi SuywK e¨e¯’vcbvq †Kvb ai‡Yi cwieZ©b NU‡j †m‡¶‡ÎI KgcvqvÝ bxwZ cÖ‡qvM Ki‡Z n‡e ( †hgb- bZzb cY¨, bZzb evRvi BZ¨vw`)|

iscyi dvDÛªx wjwg‡UW (Avi Gd Gj) G Avgiv G wel‡q m‡e©v”P cÖ‡Póv PvjvB †hb, ewa©òy wk‡íi m‡½ Zvj wgwj‡q Pjv hvq| G‡¶‡Î Avgv‡`i g~j¨vqb‡K AMÖvwaKvi cÖ`vb Kiv nq, †μZvi KgcvqvÝ Ges mvgvwRK Kgcvqv݇K g~j¨vqb Kiv nq| G mKj g~j welqmg~n †g‡b Pjvi Kvi‡Y Avgv‡`i c~e© aviYvK…Z gybvdv n«vm cvq| Avgv‡`i `„wóf½x Abyhvqx KgcvqvÝ n‡jv gvb eRvq ivLv Ges mywbw`©ó Pvwn`vi mgš^q NUv‡bv|

Avw_©K wee„wZ wel‡q cwiPvjKe„‡›`i `vwqZ¡

cÖK…Z I mZ¨ Avw_©K wee„wZ Dc¯’vcb Kivi wel‡q †Kv¤úvwbi cwiPvjKe„›` `vqe×| G `vwq‡Z¡i g‡a¨ Aš—f‚©³ i‡q‡Q Af¨š—ixY wbqš¿Y bKkv cÖYqb, ev¯—evqb Ges eRvq ivLv; Avw_©K wee„wZmg~n myôfv‡e Dc¯’vcb Kiv| †h mKj Kg©x e¯‘MZ ΓwU Ges cÖZviYv †_‡K g~³ Zv‡`i‡K wbe©vPb Kiv DwPr| wnmve i¶Y wel‡q h_vh_ bxwZ cÖ‡qvM Kiv DwPr| G‡¶‡Î, cwiPvjKe„›` G welqwU wbwðZ Ki‡eb †h,

1| Avw_©K wee„wZ‡Z †Kv¤úvbxi m¤ú`, `vq, Avw_©K Ae¯’vb, jvf Ges †jvKmvb msμvš— cÖK…Z Z_¨ Zz‡j aiv n‡q‡Q|

2| †KŠkjMZ cÖwZ‡e`‡bi g‡a¨ Aš—f©~³ i‡q‡Q e¨emvwqK Dbœqb Ges Kg©ZrciZv welqK h_vh_ ch©v‡jvPbv| Gi m‡½ †Kv¤úvbxi Ae¯’vb, cÖavb SuywK Ges AwbðqZvmg~nI Zz‡j ai‡Z n‡e|

3| †gv‡Ui Dci Avw_©K cÖwZ‡e`b Ges Avw_©K wee„wZ fvimvg¨c~Y© Ges †evaMg¨ Ges G‡Z †kqviavix‡`i‡K ch©vß Z_¨ cÖ`vb Kiv n‡q‡Q, †hb Gi d‡j †kqviavixe„›` †Kv¤úvbxi Kg©ZrciZvi g~j¨vqb Ki‡Z cv‡i| 4| me‡k‡l, †Kv¤úvbxi e¨e¯’vcbv KZ…©c¶ KZ…©K cÖYxZ Avw_©K cÖwZ‡e`bmg~n‡Z †Kv¤úvwbi cwiw¯’wZ, Kvh©μg, bM` A‡_©i cÖevn Ges BKzBwUi †¶‡Î cwieZ©b, G mKj welqmg~n Zz‡j ai‡Z n‡e|

Page 33: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

32

Avw_©K wee„wZmg~n‡Z we G Gm/ AvB G Gm/ we Gd Avi Gm/ AvB Gd Avi Gm Gi cÖ‡qvM

A_©‰bwZK cÖwZ‡e`‡bi welq-e¯‘ Ges Dc¯’vcbvi Dci wfwË K‡i Avš—R©vwZK wnmve i¶Y gvb (AvB G Gm), evsjv‡`k wnmve i¶Y gvb (we G Gm), Avš—R©vwZK A_©‰bwZK cÖwZ‡e`b `vwLjKiY gvb (AvB Gd Avi Gm), evsjv‡`k A_©‰bwZK cÖwZ‡e`b `vwLjKiY gvb (we Gd Avi Gm) Ges Avš—R©vwZK wbix¶Y gvb (AvB Gm G) Gi gva¨‡g wfwË, KvVv‡gv, c_ wb‡`©kbv Ges kZ© cÖ`Ë n‡q _v‡K [AvB G Gm 12.1] Ges Avgiv G wel‡q wbðqZv cÖ`vb Ki‡Z cvwi †h, G mKj gvb Abyhvqx AÎ Avw_©K wee„wZ cÖYqb Kiv n‡q‡Q Ges †Kvb †¶‡Î weP~¨wZ NU‡j Zv-I D‡jL Kiv n‡q‡Q|

A_©‰bwZK wee„wZi †¶‡Î cÖavb wbe©vnx Kg©KZ©v (wm B I) Ges cÖavb A_© Kg©KZ©v (wm Gd I) Avw_©K cÖwZ‡e`‡bi `vqe×Zv

Avw_©K wee„wZ cix¶v Kiv Ges mb` cÖ`vb Kiv cÖavb wbe©vnx Kg©KZ©v (wm B I) Ges cÖavb A_© Kg©KZ©vi (wm Gd I) `vwqZ¡| wg_¨v Z_¨, weåvwš—Ki wee„wZ Ges D‡jL‡hvM¨ Z‡_¨i e¨Z¨q, G mKj welq †_‡K Avw_©K cÖwZ‡e`b gy³ n‡Z n‡e| Avw_©K cÖwZ‡e`‡b †Kv¤úvbxi cÖK…Z Ae¯’v Zz‡j ai‡Z n‡e| †ev‡W©i wbKU cÖwZ‡e`b `vwLj Kivi c~‡e© G mKj welq †Lqvj Ki‡Z n‡e| Zv‡`i ch©v‡jvPbvi c‡i, Zviv Avw_©K cÖwZ‡e`‡bi mZZv wbwðZ Ki‡eb| A‡±vei 27, 2016 Zvwi‡L AbywôZ †ev‡W©i mfv Abyhvqx, wm B I Ges wm Gd I †hŠ_fv‡e mb` cÖ`vb K‡ib| we Gm B wm Gi K‡c©v‡iU Mf‡b©Ý bxwZgvjvi kZ© b¤^i 6 Abyhvqx G KvRwU Kiv nq|

†kqvi avi‡Yi aiY

wmwKDwiwUR G¨vÛ G·‡PÄ Kwgkb G g‡g© GKwU kZ© Rvix K‡i‡Q †h, †Kvb e¨w³i gvwjKvbvq †Kv¤úvbxi †Kvb †kqvi _vK‡j kZ© b¤^i 1.5 (11) Abyhvqx Zv cÖKvk Ki‡Z n‡e| 30 Ryb 2016 Zvwi‡L, †kqvi aviY KvVv‡gvwU †evW© Dc¯’vcb Ki‡Q| Avw_©K cÖwZ‡e`‡bi mshy³ Ask-2 †Z G welqwU D‡jL Kiv n‡q‡Q|

cÖvwZôvwbK mykvmb Abykxjb

†Kv¤úvbxi cÖvwZôvwbK e¨e¯’vcbvi m‡½ †h welq¸‡jv RwoZ Zv n‡jv- mZZv, ¯^”QZv, Db¥y³Zv Ges `¶Zv| Avgv‡`i g~jbxwZ n‡jv iscyi dvDÛªx wjwg‡U‡W h_vh_ cÖvwZôvwbK mykvmb cÖwZôv Kiv| cÖvwZôvwbK mykvmb n‡jv e¨e¯’vcbvi Dci wbqš¿Y cÖwZôv Kiv| †Kv¤úvbxi m‡e©vËg ¯^v‡_© Giƒc Kiv nq| G‡¶‡Î †kqviavix e¨w³e„›`‡K Reve cÖ`vb Kivi e¨e¯’vI _v‡K| GwU Kg© c×wZ, cÖwμqv Ges m¤ú‡K©i w`‡K w`K wb‡`©kbv cÖ`vb Kiv| G mKj wel‡qi Øviv K‡c©v‡ikb wbqwš¿Z Ges wb‡`©wkZ nq| Avi Gd Gj wek¦vm K‡i †h, kvmb KvVv‡gv Ges gyjbxwZi gva¨‡g K‡c©v‡ik‡bi wewfbœ AskMÖnYKvixi (†hgb- cwiPvjbv cl©`, e¨e¯’vcKe„›`, †kqviavixe„›`, FYcÖ`vbKvix, wbix¶K Ges Ab¨vb¨ †÷K‡nvìvi) g‡a¨ AwaKvi Ac©Y Ges `vwqZ¡ wPwýZ nq Ges Gi g‡a¨ wewa wb‡la I Kg©c×wZ Aš—f©~³ i‡q‡Q †hb Kg©Kv‡Ûi †¶‡Î wm×vš— MÖnY Kiv m¤¢e nq|

GKwU kxl©¯’vbxq e¨emv cÖwZôvb nIqvq Ges `ª“Z m¤úªmvwiZ nIqvi Kvi‡Y, h_vh_ cÖvwZôvwbK mykvmb Avgv‡`i Kv‡Q AZ¨š— i“Z¡c~Y©| myZivs, †Kv¤úvbxi `xN© †gqv`x Kg©ZrciZv, wbiwew”Qbœ cÖe„w×, mvdj¨ Ges L¨vwZi K_v wPš—v Ki‡j, djcÖm~ cÖvwZôvwbK mykvmb cÖ‡qvRb|

†Kv¤úvbxi Kg©KvÛ cwiPvjbv Kivi gva¨‡g †evW© G welqwU wbwðZ Ki‡Z Pvq †h, m‡e©v”P gv‡bi cÖvwZôvwbK mykvmb cÖ‡qvM Kiv n‡”Q Ges G‡¶‡Î †`‡ki AvBb f½ Kiv n‡”Q bv| cwiPvjbv cl©` G welqwU `„pfv‡e wek¦vm K‡i †h, `xN© †gqv‡` Kg© ZrciZvi Dbœqb, wbiwew”Qbœ cÖe„w× Ges mvd‡j¨i Rb¨ cÖvwZôvwbK mykvmb Acwinvh©| Gi d‡j †Kv¤úvbxi Af¨š—‡i fvj wbqš¿Y c×wZ cÖwZwôZ n‡e|

Page 34: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

33

cÖvwZôvwbK mykvm‡bi Rb¨ Avgv‡`i 5wU ¸iZ¡c~~Y© Kg©bxwZ

Avi Gd Gj Ggb GKwU cÖvwZôvwbK mykvmb AeKvVv‡gv MVb K‡i‡Q hvi wfwˇZ i‡q‡Q evsjv‡`k wmwKDwiwUR G¨vÛ G·‡PÄ (we Gm B wm) Kwgk‡bi cÖvwZôvwbK mykvmb wb‡`©kbv, †Kv¤úvbx AvBb 1994, XvKv Ges PÆMÖvg ÷K G·‡P‡Äi ZvwjKvf‚³ wewa wb‡la, †Kv¤úvbxi c_ wb‡`©kbv, ivóªxq Ges ¯’vbxq AvBb Ges wek¦ ¯^xK…Z Kg©ixwZ| cÖvwZôvwbK Z_¨ cÖKvkbv I cÖKvk bxwZi †¶‡Î, cl©` Af¨š—ixY w`K wb‡`©kbv †g‡b P‡j| G‡¶‡Î evsjv‡`k wmwKDwiwUR G¨vÛ G·‡P‡Äi cÖYxZ Kg©c×wZI †g‡b Pjv nq| Gi d‡j †Kv¤úvbx m‡e©vËg w`K wb‡`©kbv cÖvß nq I Z_¨ cÖKvk Kivi †¶‡Î mywbw`©ó eva¨ evaKZv †g‡b Pjv nq|cuywRevRv‡iI †Kv¤úvwbi Zvrch©¨c~Y© Ae¯’vb i‡q‡Q| †Kv¤úvwb mswkó cÖwZôvbmg~‡ni Ges KZ…©c‡¶i wewa wb‡la †g‡b P‡j| GKwU cvewjK †Kv¤úvbxi †¶‡Î, cÖvwZôvwbK mykvmb KvVv‡gv wbLuyZfv‡e ev¯—evqb Kivi †¶‡Î, Kg©c×wZ Ges gv‡bi welqmg~n Ri“ix| cÖwZ eQ‡ii gZ AvMvgx eQi¸‡jv‡ZI G mKj welq ev¯—evqb Kivi e¨vcv‡i Avgiv cÖwZkÖ“wZe×|we Gm B wm Gi kZ©mg~n †g‡b Pjvi e¨vcv‡i, c~‡e©i gZ G eQiI †gmvm© û`v G¨vÛ †Kv¤úvwb‡K (PvU©vW© G¨vKvD›U¨v›U) cÖwZcvjb e¨e¯’v hvPvB‡qi Rb¨ †Kv¤úvwb wb‡qvM cÖ`vb K‡i‡Q|

7 (2) aviv Abymv‡i h_vh_fv‡e cÖwZ‡e`b `vwLj Kivi Rb¨, AÎ cÖwZ‡e`‡bi m‡½ Kgcvqv‡Ýi Ae¯’v (÷¨vUvm) `vwLj Kiv n‡q‡Q| cix¶v m¤ú~Y© Kivi c‡i Ges `wjj-`¯—v‡eR m‡š—vlRbK cÖwZcbœ nIqvi c‡i, cÖvwZôvwbK mykvmb wb‡`©kbvi aviv 7 (1) wbix¶K GKwU mb` cÖ`vb Ki‡eb|

†Kv¤úvwbi Af¨š—ixY wbqš¿Y

Af¨š—ixY wbqš¿Y e¨e¯’v n‡jv †gŠwjK e¨e¯’vcbv ixwZ hvi g‡a¨ Aš—f©y³ i‡q‡Q `yBwU Dcv`vb: GKwU bxwZ hv cÖwZwôZ Ki‡Z n‡e Ges bxwZi mg_©‡b e¨eüZ c×wZmg~n| †Kv¤úvwbi †KŠkjMZ D‡`¨vM, AvBb, wewa Ges wkí gvb I ixwZi †Rô¨ e¨e¯’vcbvi e¨vL¨v †_‡K mvaviYZt Af¨š—ixY wbqš¿Y e¨e¯’v D™¢~Z nq|

bxwZ t

e¨emvi †¶‡Î GKwU cwi®‹vi ˆbwZK wfwË

e¨emvwqK j¶¨ AR©b t

h_vh_ j¶¨, wm×vš— †bIqvi †¶‡Î, Dchy³ †÷K‡nvìvi m„wói gva¨‡g h_vh_ j‡¶¨ †cuŠQ‡Z n‡e|

†KŠkjMZ e¨e¯’vcbv

GKwU Kvh©Ki †KŠkj cÖwμqv hvi g‡a¨ †÷K‡nvìv‡ii g~j¨‡eva Aš—f©~³ i‡q‡Q|

msMVb t

h_vh_ KvVv‡gvwewkó GKwU msMVb †hb Gi Øviv fvj K‡c©v‡iU kvmb Kvh©Ki Kiv hvq|

cÖwZ‡e`b `vwLjKiY t

cÖwZ‡e`‡bi KvVv‡gv Giƒc n‡Z n‡e †hb Gi d‡j ¯^”QZv Ges Revew`wnZv cÖwZwôZ nq|

Page 35: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

34

†hme †Kv¤úvwb bxwZ Ges c×wZmg~n e¨envi Kiv n‡e t* e¨e¯’vcbv wb‡`©kbvmg~n mwVKfv‡e m¤úv`b Kiv n‡q‡Q Zv wbwðZ Ki‡Z n‡e|* †Kv¤úvwb gvb wba©viY Kiv hv †Kv¤úvwbi D‡Ïk¨ Ges j¶¨ c~iY K‡i|* mKj Kg©Pvix Ges cÖwμqvq cÖ‡hvR¨ mKj wewa Rvbv‡bv|

wbix¶v KwgwUi gva¨‡g GKwU Kvh©Ki Af¨š—ixY wbqš¿Y e¨e¯’v cÖwZôv Kiv cwiPvjbv cl©‡`i ¸i“Z¡c~Y© vwqZ¡| SuywK e¨e¯’vcbv, Avw_©K wbqš¿Y Ges cwicvjb AvBb wbwðZ Kivi Rb¨ we‡K›`ªxKiY bxwZ AbymiY Ki‡e †Kv¤úvwb| e¨_©Zvi SuywK †gvKv‡ejv Ges †Kv¤úvwbi D‡Ïk¨ AR©‡bi Rb¨ cwiKíbv MÖnY Kiv n‡q‡Q| †Kv¤úvwb Af¨š—ixY wbqš¿Y Ges cwicvjb wbwðZ Ki‡Z Af¨š—ixY wbix¶v wefvM cÖwZôv Ges Gi cÖavb wb‡qvM K‡i‡Q |

AviGdGj Gi Af¨š—ixY wbqš¿Y e¨e¯’v

* mswkó AvBb I wewa Ges msNwewa †gvZv‡eK †Kv¤úvwbi †Rô¨ e¨e¯’vcbv Ges Kg©Pvix‡`i cvidig¨vÝ Ges `vwqZ¡ wbwðZ Ki‡Z GKwU KvVv‡gv ˆZix K‡i‡Q|* †Kv¤úvwbi cwiPvjKe„‡›`i KZ©‡e¨i `¶ cvidig¨vÝ wbwðZ Ki‡Z GKwU KvVv‡gv ˆZix K‡i‡Q|* KvR msμvš— cÖavb‡`i `vwqZ¡ cvj‡bi e¨vcv‡i Z_¨ ms¶iY Ges wbqš¿‡Yi Rb¨ GKwU KvVv‡gv ˆZix K‡i‡Q|* SuywK msμvš— wewa Ges cÖwZ‡ivaKvix KvRmn GKwU KvVv‡gv|* wbix¶v `j KZ…©K Kvh©Ki wbix¶v Kvh©μg Ges wbix¶v KwgwUi wbKU wbqwgZ cÖwZ‡e`b `vwLj wbwðZ Ki‡Z GKwU KvVv‡gv ˆZix Kiv n‡q‡Q|

gybvdv Dc‡hvRb

†Kv¤úvwbi Avw_©K djvdj we‡ePbv K‡i Avcbv‡`i‡K Rvbv‡”Q †h, gybvdv Dc‡hvR‡bi mycvwikmg~n ch©‡e¶Yvaxb| Dc‡hvRb wb‡P †`Iqv n‡jv t

weeiY

(K) Ki KZ©‡bi ci bxU gybvdv

(L) cÖ —vweZ Dc‡hvRb

(1) 2015 A_©eQ‡ii Rb¨ 23% nv‡i Aš—e©Z©xKvjxb jf¨vsk

(2) 2014 A_©eQ‡i 22% nv‡i bM` jf¨vsk

(3) Av‡Mi eQ‡ii mgš^q (wejw¤^Z Ki)

Avq ¯’vbvš—i

†hvMt mwÂZ D×…Z

AvbxZ †Ri

1 Rvbyqvwi 2015

†_‡K 30 Ryb 2016

1 RyjvB 2013

†_‡K 31 wW‡m¤^i 2014

(UvKvÕ 000)

55,052,485

(23,000,000)

(22,000,000)

bvB

10,052,485

99,973,428

110,025,913

45,227,627

bvB

(22,000,000)

(3,708,892)

19,518,735

80,454,693

99,973,428

Page 36: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

35

jf¨vs‡ki †NvlYv

Avgv‡`i m¤§vwbZ wewb‡qvMKvix‡`i ¯^v‡_©i e¨vcv‡i Avgiv mRvM| †kqvi‡nvìvi‡`i ¯^v_© Ges Zv‡`i g~j¨evb wewb‡qv‡Mi myi¶v we‡ePbv K‡i e¨e¯’vcbv GKwU w¯’wZkxj jf¨vsk bxwZ AbymiY K‡i|

cwiPvjbv cl©` 28 GwcÖj 2016 Bs Zvwi‡L AbywôZ mfvq 2015 A_©eQ‡ii Rb¨ 23% nv‡i jf¨vsk †NvlYv K‡i| miKvwi Av‡`‡k wnmve el© Rvbyqvwi-wW‡m¤^i †_‡K RyjvB-Ry‡b cwiewZ©Z nIqvq 18 gv‡mi Rb¨ Avw_©K weeiYx cÖ¯‘Z Kiv n‡q‡Q| ZvB 28 GwcÖj 2016 Bs Zvwi‡L jf¨vsk †NvlYv Kiv nq Ges Aš—e©Z©xKvjxb wn‡m‡e we‡ePbv K‡i cieZ©x‡Z e›Ub Kiv nq| e¨emvi Ae¯’v Ges cÖe„w× we‡ePbv K‡i cwiPvjbv cl©` Qq gv‡mi Rb¨ 12 kZvsk (Rvbyqvwi-Ryb 2016) bM` jf¨vs‡ki cÖ¯—ve Ges mycvwik K‡i‡Q| GLb 18 gv‡mi Rb¨ †gvU jf¨vsk 35% Ges bM` jf¨vsk wn‡m‡e †gvU 3,50,00,000 UvKv LiP n‡e|

SuywK e¨e¯’vcbv

SuywK, mgm¨v wKsev y‡h©vM msNwUZ nIqvi c~‡e© †m e¨vcv‡i c×wZMZ wPiš—b cÖwμqv n‡jv SuywK e¨e¯’vcbv| SuywK Gov‡bv Ges weiƒc cÖfve n«v‡mi Rb¨ c×wZ MÖnY Kiv n‡e| GwU GKwU †gŠwjK cÖwμqv hvi gva¨‡g Avgiv SuywK mbv³ Ki‡Z cvi‡e Ges Zv †gvKv‡ejv Kivi Rb¨ †KŠkj wba©viY Ki‡Z cvie| SuywKi cÖK…Z Ae¯’vi GKwU ev¯—eag©x g~j¨vqb cÖ¯‘Z KivI SuywK e¨e¯’vcbv|SuywK e¨e¯’vcbvi e¨vcv‡i †Kv¤úvwbi j¶¨: * cÖwZôvb‡K †Kv‡bv SuywKc~Y© Ae¯’vq bv †d‡j SuywKi n«vmK…Z LiP jvf Ges Zv eRvq ivLv| * SuywK msμvš— mKj LiP Ges mswkó exgv g~j¨vqb Kiv| * †h mKj Ae¯’v ev NUbv †_‡K SuywKi D™¢e n‡Z cv‡i h_vm¤¢e †m¸‡jv `yi A_ev ms¯‹vi Kiv| * mswkó mK‡ji ¯^v_© i¶v Kiv|

SuywK e¨e¯’vcbvi mgq †Kv¤úvwb KZ…©K wbgœwjwLZ c`‡¶cmg~n AbymiY Ki‡Z n‡e|

eo ai‡Yi KvVv‡gvi GKwU eo Dcv`vb n‡jv SuywK mbv³KiY| Gi gv‡b n‡jv SuywK †cÖvdvBj †evSv Ges Gi g‡a¨ †h ¸i“Z¡c~Y© SuywK i‡q‡Q Zv mbv³ Ges g~j¨vqb Kiv|Z`š—vaxb †h‡Kv‡bv AmsMwZ wKsev welq we‡ePbvq G‡b e¨w³MZ SuywKi m¤¢ve¨Zv Ges cÖfv‡ei g~j¨vqb msμvš— GwU|Avgv‡`i SuywK mbv³KiY Ges we‡kl‡Yi P~ovš— D‡Ïk¨ n‡jv SzuwK jvM‡ei Rb¨ cÖ¯‘Z nIqv hvi g‡a¨ Aš—f©y³ i‡h‡Q m¤¢ve¨Zv n«vm GB †h, GKwU SuywKc~Y© NUbv NU‡e Ges NU‡j SuywKi cÖfve n«vm cv‡e|ev¯—‡e †h‡Kv‡bv cÖKí Dbœq‡bi GKU my®úó Qwe ivL‡e e¨e¯’vcbv Ges Gi wfwˇZ SuywK e¨e¯’vcbv cwiKíbv ˆZix Kiv n‡e| e¨e¯’vcbv mbv³K…Z SuywK mbv³ K‡i, Avcbv‡`i SuywKi cÖwZ mvovi Kvh©KvwiZv Z`viK Kiv Ges bZzb wKsev cwiewZ©Z SuywKmg~n mbv³ Kiv| Gi gv‡b n‡jv Kvh©Ki wi‡cvwU©s e¨e¯’v _vKv Ges wbwðZ Kiv †h mKj cÖavb cÖwZ‡e`b Ges ch©‡e¶Y Øviv SuywK †gvKv‡ejv Kiv n‡e|Af¨š—ixY Kg©Pvix Ges ewnt¯’ †mev cÖ`vbKvix‡`i Øviv †Kv¤úvwb SuywK wbix¶v m¤úbœ K‡i| GKwU SuywK wbix¶v ¯^vaxbZv Ges Ae¯’vi cwigvc cÖ`vb K‡i| Avgv‡`i SuywK wbix¶vq Avgiv gvb, c×wZ Ges AvBbMZ Avek¨KZvi cwicvj‡bi Dci Av‡jvKcvZ Kwi|

mbv³KiY

cÖfve g~j¨vqb

jvNe

Z`viwK

ch©v‡jvPbv

Page 37: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

36

m¤úªmviY Ges fwel¨Z cwiKíbv

Kv‡Ri cwiKíbv e¨emvq cwiKíbvi `jMZ Ges e¨e¯’vcbv cwiKíbv wefv‡Mi mv‡_ IZ‡cÖvZfv‡e RwoZ| Kv‡Ri cwiKíbvi n‡jv GKwU Bwćbi g‡Zv hv e¨emv‡K cwiPvjbv K‡i| Kv‡Ri cwiKíbv Ges e¨e¯’vcbv cwiKíbvi mgš^‡q GKwU Kv‡Ri cwiKíbv Kvh©Ki nq| KvR Ges e¨e¯’vcbvi cwiKíbvi Ask wn‡m‡e `yB eQi Av‡M KviLvbv cÖv½‡bi g‡a¨ ¶gZv evov‡Z e¨e¯’vcbv Gi Drcv`b jvBb m¤úªmviY K‡i‡Q| eZ©gv‡b GwU Dchy³ mgq we`¨gvb Drcv`b ¶gZvq Drcv`b Ges weμq evov‡bv|

MÖvnK‡`i cQ›` we‡ePbv K‡i Avgv‡`i e¨emv ¯’vbxq Ges ˆewk¦Kfv‡e m¤úªmviY Kivi †Póv KiwQ| Acv‡ikb BDwbU G e¨vcv‡i KvR Ki‡Q Ges m¤¢ve¨ †¶Îmg~n we‡klY Ki‡Q| M‡elYv Ges Dbœqb `j K‡Vvi cwikªg Ki‡Q Ges AvMvgx w`b¸‡jv‡Z †Kv¤úvwbi †cvU©‡dvwjI‡Z bZzb bZzb cY¨ †hvM n‡e| ißvwb †_‡K AwaK gybvdv jv‡fi Rb¨ bZzb bZzb ißvwb GjvKv †LuvRv n‡”Q| cwiPvjK c~bt wb‡qvM

†Kv¤úvwb AvBb, 1994 Gi 91(2) aviv †gvZv‡eK cÖvB‡fU wjwg‡UW †Kv¤úvwb e¨ZxZ cÖ‡Z¨K †Kv¤úvwbi cwiPvjKe„‡›`i †gvU msL¨vi GK Z…Zxqvsk evwl©K mvaviY mfvq Zv‡`i c` †_‡K Aemi MÖnY Ki‡Z n‡e Ges †hvM¨ n‡j c~Ywb©e©vwPZ n‡eb| d‡j msNwewai 127, 128 Ges 129 aviv †gvZv‡eK wg‡mm mvwenv AvgRv` Zvi cwiPvjK c` †_‡K Aemi MÖnY Ki‡eb| wZwb †hvM¨ n‡eb Ges evwl©K mvaviY mfvq 130 aviv †gvZv‡eK c~Yivq wbe©vwPZ n‡Z cvi‡eb| Aciw`‡K DRgv †PŠayix‡K 27 A‡±vei 2016 Bs Zvwi‡L g‡bvbxZ cwiPvjK wn‡m‡e wb‡qvM Kiv nq Ges GB mfvq wZwb Zvi c` †_‡K c`Z¨vM Ki‡Z cvi‡eb Ges c~Yivq wbe©vwPZ nIqvi †hvM¨ n‡eb|

gvbbxq †Pqvig¨v‡bi ci‡jvKMgb

Avgv‡`i gvbbxq †Pqvig¨vb †j. K‡Y©j gvnZve DÏxb Avn‡g` (Ae.) MZ 14 RyjvB, 2016 Bs Zvwi‡L ci‡jvKMgb K‡ib| †Kv¤úvwbi Rb¨ mwZ¨B GwU GKwU weivU ¶wZ| ïi“ †_‡K †Kv¤úvwbi Dbœq‡b wZwb eo f~wgKv cvjb K‡i‡Qb| †Kv¤úvwb Zvi g„Zz¨‡Z †kvKvnZ Ges Zvi eY©vX¨ Rxeb‡K kª×vi mv‡_ ¯§iY Ki‡Q whwb †Kv¤úvwbi D‡Ïk¨ Ges j¶¨ AR©‡bi wbwg‡Ë wb‡Ri Rxeb‡K DrmM© K‡i‡Qb| Rbve Avn‡g` mviv Rxeb †mevi gva¨‡g cig Z¨vM †`wL‡q‡Qb Ges ˆbwZKZv Ges mZZvi cÖwZ Zvi wbôv Zv‡K gnvb K‡i‡Q| cwiPvjbv cl©` 16 RyjvB 2016 Bs Zvwi‡L Zv‡`i mfvq †kvKevYx bw_fy³ K‡i‡Q|

bZzb †Pqvig¨vb Ges cwiPvjK wb‡qvM

cwiPvjbv cl©‡`i †Pqvig¨v‡bi c` c~i‡Yi Rb¨ Rbve Avnmvb Lvb †PŠayix‡K †Kv¤úvwbi †Pqvig¨vb wb‡qvM Kiv nq 27 A‡±vei, 2016 Bs Zvwi‡L AbywôZ mfvq| ZvQvov cÖvwZôvwbK mykvmb wb‡`©kbv Abyhvqx DRgv †PŠayix †gmvm© cÖcvwU© †W‡fjc‡g›U wjwg‡UW KZ…©K g‡bvbxZ wn‡m‡e cwiPvjK wbhy³ n‡q‡Qb|

Page 38: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

37

AvPiYwewa

mZZvi mv‡_ e¨emv cwiPvjbv Ki‡Z iscyi dvDwÛª wjwg‡UW Gi cwiPvjbv cl©‡`i m`m¨iv e×cwiKi| cwiPvjKM‡Yi ¯^”QZv Ges Revew`wnZv wbwðZ Ki‡Z cwiPvjbv cl©‡`i m`m¨iv GKwU AvPiYwewa MÖnY K‡i‡Q| cwiPvjbv cl©‡` bZzb m`m¨ †bIqvi †¶‡Î GB AvPiYwewa cÖ‡hvR¨ n‡e Ges †Kv¤úvwbi wbewÜZ Kvh©vj‡q cÖ‡qvRbxq †iK‡W©i Rb¨ cwicvjb Ae¯’v ivLv nq| miKvwi KZ…©c‡¶i wbKU †_‡K e¨emv Ges wewa-weavb msμvš— ˆbwZK AvPiYwewa eRvq ivLvi Rb¨ cwiPvjKMY `vqx| AvPiYwewai cwicvjb m`m¨MY evwl©K mfvq AeMZ Ki‡e|

¯^Zš¿ cwiPvj‡Ki Kvh©Kvj

evsjv‡`k wmwKDwiwUR A¨vÛ G·‡PÄ Kwgkb KZ…©K cÖPvwiZ K‡c©v‡iU Mf‡b©Ý MvBWjvBÝ Abyhvhx 29 GwcÖj, 2013 Zvwi‡L cwiPvjbv cl©` Rbve Gg. G gvbœvb‡K ¯^vaxb cwiPvjK wb‡qvM K‡i| wZwb weGmBwm KZ…©K Aby‡gvw`Z †gqv` 03 (wZb) eQi †gqv`Kvj m¤úbœ Ki‡eb| 16 GwcÖj 2016 Bs Zvwi‡L AbywôZ cwiPvjbv cl©‡`i Av‡iKwU mfvq 03 (wZb) eQ‡ii Av‡iKwU †gqv‡`i Rb¨ c~btwb‡qvM Kiv nq hv 29 GwcÖj 2016 Bs ZvwiL n‡Z Kvh©Ki n‡e|

cÖvwZôvwbK mykvmb wb‡`©kbv [kZ© 1.2 (6)] G wea„Z ¯^vaxb cwiPvjK wn‡m‡e Zvi †gqv` cwicvjb K‡i GB Avw_©K eQ‡ii Rb¨ Zvi c‡` i‡q‡Q| Ab¨vb¨ †evW© m`‡m¨i Rxeb e„Ëv‡š—i mv‡_ Rbve gvbœv‡bi GKwU msw¶ß Rxebe„Ëvš— Avjv`v c„ôvq mshy³ Kiv nj|

cwiPvjK‡`i fvZv cÖ`vb

m`m¨M‡Yi mfvq Dcw¯’Z _vK‡Z †evW© m`m¨‡`i Rb¨ cÖwZôvb cvwikªwgK wba©viY K‡i‡Qb| cÖwZôv‡b wewb‡qvM i‡q‡Q Ggb m`m¨MY c~‡e©i wbqg †g‡b cÖwZôvb †_‡K cvwikªwgK MÖnY K‡ib bv mfvq Dcw¯’Z _vKvi Rb¨ †Kvbiƒc e¨q mgš^q K‡ib bv|

wbix¶‡Ki c~btwb‡qvM

eZ©gvb wbix¶K †gmvm© GKbvexb PvU©vW© A¨vKvD›U¨v›Um& GB evwl©K mvaviY mfvq Aemi MÖnY Ki‡eb Ges avivevwnK 2q eQ‡ii Rb¨ c~Yivq wb‡qv‡Mi †hvM¨ nIqvq cwiPvjbv cl©` †Kv¤úvwb AvBb, 1994 G 210 aviv Ges Ab¨vb¨ cÖ‡hvR¨ weavb †gvZv‡eK †gmvm© GKbvexb PvU©vW© A¨vKvD›U¨v›Um, wewWweGj feb (†j‡fj-13 I 14), 12 KvIivb evRvi evwYwR¨K GjvKv, XvKv-1215 cieZ©x evwl©K mvaviY mfv ch©š— wbix¶K wn‡m‡e c~Yivq wb‡qv‡Mi Rb¨ mycvwik Ki‡eb|

mfvi ci cwiPvjbv cl©` wbgœwjwLZ Dcv‡q c~YM©wVZ nq t

Avnmvb Lvb †PŠayixi_x›`ª bv_ cvj (†gmvm© cÖcvwU© †W‡fjc‡g‡›Ui c‡¶)wg‡mm mvwenv AvgRv`†PŠayix Kvgi“¾vgvb (†gmvm© cÖcvwU© †W‡fjc‡g‡›Ui c‡¶)Rbve Gg.G gvbœvb

†Pqvig¨vbe¨e¯’vcbv cwiPvjKcwiPvjKcwiPvjK¯^Zš¿ cwiPvjK

Page 39: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

38

wbix¶v KwgwUi KvR

GKwU Kvh©Ki wbix¶v KwgwU MV‡bi Rb¨ mKj cvewjK wj‡÷W †Kv¤úvwbi Rb¨ GwU GKwU ¸i“Z¡c~Y© Bmy¨| ZvB iscyi dvDwÛª wjwg‡U‡Wi cwiPvjbv cl©` evsjv‡`k wmwKDwiwUR A¨vÛ G·‡PÄ Kwgkb (weGmBwm) KZ…©K 07 AvM÷ 2012 Bs Zvwi‡L cÖPvwiZ cÖvwZôvwbK mykvmb wb‡`©kbvi 3, 3.1, 3.2, 3.3, 3.4, 3.5 kZ© †gvZv‡eK GKwU wbix¶v KwgwU cÖwZôv K‡i‡Q|

Ae¨vnZ ch©‡e¶Y, Z`viwK Ges wbqš¿Yg~jK Avek¨KZv, cÖwZwôZ bxwZ, SuywK e¨e¯’vcbv Ges †`‡ki cÖPwjZ AvB‡bi cwicvj‡bi wei“‡× cÖwZôv‡bi cvidig¨vÝ g~j¨vq‡bi Rb¨ KwgwU MVb Kiv n‡q‡Q| wbix¶v KwgwU cwiPvjbv cl©‡`i Dc-KwgwU wn‡m‡e KvR K‡i| †Kv¤úvwb mwPe KwgwUi mwPe wn‡m‡e KvR K‡i| ¯^vaxb cwiPvjK KwgwUi †Pqvig¨vb Ges cwiPvjbv cl©` Zv‡K 03 (wZb) eQ‡ii Rb¨ wb‡qvM K‡i Ges GwU †Kej Av‡iK †gqv`Kvj ch©š— ewa©Z n‡Z cv‡i|

mswkó c‡¶i †jb‡`b

†Kv¤úvwb weGmBwmÕi wb‡`©kbv †h †g‡b Pj‡Q Zv wbwðZ Ki‡Z †Kv¤úvwb GKwU h_v‡hvM¨ c×wZ cÖwZôv K‡i‡Q| mKj c‡¶i †jb‡`b hvPvB‡qi Rb¨ wbix¶v wefv‡M cvVv‡bv nq| weGmBwm KZ…©K cÖPvwiZ wmwR MvBWjvBÝ Øviv Avek¨K e¨emvi mv‡_ mswkó c¶‡K †jb‡`b msμvš— Z_¨ cÖKvk Ki‡Z cvi‡e cwiPvjbv cl©`| ch©v‡jvPbvi Aaxb A_©eQ‡i †Kv¤úvwb KZ…©K mswkó c¶M‡Yi †jb‡`b Avw_©K weeiYxi †bvU bs 39, 39.1 (K), (L) Ges G D‡jL Kiv n‡q‡Q|

AvswkK Z_¨

iscyi dvDwÛª wjwg‡UW †mj&m †m›Uvi Ges wWjv‡ii gva¨‡g cY¨ weμq K‡i _v‡K| †Kv¤úvwbi cÖKvk‡hvM¨ c‡Y¨i cwigvY wb‡P †`Iqv n‡j| Z_¨mg~n wbgœwjwLZ Dcv‡q fvM Kiv n‡q‡Q|* KvuPvgvj gRyZ Ges μq (†Lvjv Ges eÜ)* Drcv`b¶gZv Ges cÖK…Z Drcv`b* weμq* cÖ¯‘ZK…Z cY¨|

†Kv¤úvwbi cY¨mg~‡ni AvswkK Z_¨ GB cÖwZ‡e`‡bi Avw_©K weeiYxi 20.1 †_‡K 20.7 †bv‡U cÖ`wk©Z n‡q‡Q hv g~j¨vqb cvidig¨v‡Ýi D‡Ï‡k¨i Rb¨ †gvU weμq g~‡j¨i mv‡_ msMwZc~Y©|

eZ©gvb wbix¶v KwgwU wb‡P †`Iqv nj t

wg. Gg.G gvbœvbwg. Avnmvb Lvb †PŠayixwg‡mm mvwenv AvgRv`

¯^Zš¿ cwiPvjK†Pqvig¨vbcwiPvjK

†Pqvig¨vbm`m¨m`m¨

Page 40: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

39

Pjgvb e¨emv

iscyi dvDwÛª wjwg‡UW Gi cwiPvjbv cl©` c~‡e©i e¨emv cwiPvjbv Ges Avw_©K weeiYxi c~b© we‡klY K‡i GB g‡g© wbðqZv cÖ`vb K‡i †h, †Kv¤úvwb Pjgvb cÖwZôvb cwiP‡qi Rb¨ †hŠw³K m¤¢vebv i‡q‡Q| e¨e¯’vcbv KZ…©c¶ Pjgvb cÖwZôvb wnmve K‡i †Kv¤úvwbi Avw_©K weeiYx cÖ¯‘Z K‡i‡Qb Ges h_vh_ AbymÜvb K‡i‡Q †h, AvMvgx w`b¸‡jv‡Z e¨emvwqK Kvh©μg cwiPvjbvi Rb¨ †Kv¤úvwb ch©š— m¤ú` i‡q‡Q|

we‡kl NUbv

cÖwZ‡e`b cÖ`vbKvjxb mg‡qi g‡a¨ †Kv‡bv A¯^vfvweK jvf ev ¶wZi NUbv N‡Uwb hvi Rb¨ Avw_©K weeiYx‡Z mgš^q wKsev cÖKvk `iKvi|

cvewjK welq †_‡K cÖvß A‡_©i e¨envi

Avw_©K mgqKv‡j cvewjK welq †_‡K †Kv‡bv A_© msMÖ‡ni NUbv N‡Uwb hvi Rb¨ Avw_©K weeiYx‡Z mgš^q wKsev cÖKvk `iKvi|

ˆÎgvwmK Ges evwl©K Avw_©K djvdj ZviZg¨

GB A_©eQ‡i ˆÎgvwmK Avw_©K djvdj Ges evwl©K Avw_©K weeiYxi g‡a¨ †Kv‡bv j¶¨Yxq ZviZg¨ N‡Uwb hvi Rb¨ e¨e¯’vcbv cl©‡`i G ai‡Yi wi‡cvwU©s cÖ‡hvR¨ nq|

K…ZÁZv ¯^xKvi

iscyi dvDwÛª wjwg‡UW Gi cwiPvjbv cl©` mKj kª‡×q wewb‡qvMKvix, †fv³v mvaviY, e¨vsK, Bݨy‡iÝ †Kv¤úvwbmg~n, wmwKDwiwUR A¨vÛ G·‡PÄ Kwgkb, XvKv ÷K G·‡PÄ, PÆMÖvg G·‡PÄ, miKvwi wbqš¿Y ms¯’v, †m›Uªvj wW‡cvwRUwi evsjv‡`k wjwg‡UW Ges mKj e¨emvwqK mn‡hvMx‡K cÖwZôv‡bi D‡Ïk¨ c~i‡Yi j‡¶¨ Zv‡`i Av¯’v, avivevwnK mg_©b I mn‡hvwMZv cÖ`v‡bi Rb¨ Avš—wiK K…ZÁZv cÖKvk Ki‡Q|

cÖwZôv‡bi Dbœq‡b Ae`vb ivLvi Rb¨ cwiPvjbv cl©` cÖwZôv‡b Kg©iZ Avš—wiK I AvZ¥wb‡qvwRZ Kg©KZv©-Kg©PvixM‡Yi cÖwZ I Mfxi K…ZÁZv cÖKvk K‡i‡Q|

cwi‡k‡l Ae¨vnZ mn‡hvwMZv Ges mg_©‡bi Rb¨ mKj wewb‡qvMKvix‡`i‡K Avš—wiK ab¨ev` Ávcb Ki‡Q cwiPvjKe„›`|

cwiPvjbv cl©‡`i c‡¶

i_x›`ª bv_ cvje¨e¯’vcbv cwiPvjK

Page 41: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

40

Annexure-I

Status of Compliance with the conditions imposed by the Securities and Exchange Commission Notification No. SEC / CMRRCD / 2006 -158 /134/ Admin /44 dated 07 August, 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969 along with the Notification regarding amendment of Condition no.4 dated: July 21, 2013.

(Report under Condition No. 7.00)

Board of Directors:Board's Size ( Number of Board members to be 5-20)Independent Directors:At least 1/5th of the total number of Directors of Board shall be Independent DirectorsWho holds less than 1% shares of total paid-up shares of the Company; Not a Sponsor of the Company and is not connected with the Company's any Sponsor or Director or Shareholder who hold 1% or more shares;Not having any pecuniary or otherwise relationship with the Company its subsidiary/associated Companies;Not a Member, Director or Officer on any Stock Exchange;Not a Shareholder, Director or Officer of any Member of Stock Exchange;Not or was not a partner or executive at present during the preceding 3 (three) years of the Company's statutory audit firm;Not be an Independent Director in more than 3 (three) listed Companies;Not been convicted by a court of competent jurisdiction;Not been convicted for a criminal offence involving moral turpitude;Appointed by the Board of Directors approved by the shareholders in the Annual General Meeting (AGM);Independent Director's post can't remain vacant for more than 90 days;The Board shall lay down a code of conduct of all Board Members and annual compliance be recorded;The tenure of office for a period of 3(three) years, which may be extended for 1 (one) from only;

1.1.11.21.2 (i)

1.2 (ii) a)

1.2 (ii) b)

1.2 (ii) c)

1.2 (ii) d)

1.2 (ii) e)

1.2 (ii) f)

1.2 (ii) g)

1.2 (ii) h)

1.2 (ii) i)

1.2 (iii)

1.2 (iv)

1.2 (v)

1.2 (vi)

ConditionNo. Title

Compliance Status(put tick in

appropriate column)Remarks(if any)

Complied Not Complied

Mr. M.A.Mannan has been re-appointed for final 03 years

w.e.f: 29/04/2016

N/A

Page 42: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

41

Qualification of Independent DirectorA knowledgeable individual with integrity and able to ensure compliance with financial regulatory and corporate laws and can make meaningful contribution;Being a Business Leader/ Corporate Leader/ Bureaucrat/University Teacher (Economics / Business / Law) / CA / CMA / CS having 12 years of management/professional experience

In special cases the above qualification may be relaxed subject to prior approval of the Commission;Appointment of Chairman and CEO, defining their rolesThe Director's Report to Shareholders shall includeIndustry outlook & possible future developments in the Industry. Segment wise performance or product wise performance.Risks and concerns.Discussion on cost of goods sold, Gross and Net profit Margin.Discussion on continuity of any Extra-Ordinary gain or loss.Basis for and a statement of related party transaction Utilization of proceeds from public issues, rights issues and/or through any others instruments.An explanation if the financial results deteriorate after the Company goes for IPO, RPO, Rights offer, Direct listing etc.Significant variance between Quarterly Financial Performance and Annual Financial Statements. Remuneration to Directors including Independent DirectorFairness presentation in financial statementsMaintaining proper books of accountsConsistent application of appropriate accounting policies, and accounting estimates being reasonable and prudentFollowed the rules of IAS/BAS/FRS/BFRS and adequate disclosure for any departure there-from, if any

1.31.3 (i)

1.3 (ii)

1.3 (iii)

1.4

1.5

1.5 (i)

1.5 (ii)

1.5 (iii)1.5 (iv)

1.5 (v)

1.5 (vi)1.5 (vii)

1.5 (viii)

1.5 (ix)

1.5 (x)

1.5 (xi)1.5 (xii)1.5 (xiii)

1.5 (xiv)

N/

NA

N/A

N/A

N/A

ConditionNo. Title

Compliance Status(put tick in

appropriate column)Remarks(if any)

Complied Not Complied

Ahsan Khan Chowdhuryappointed as new Chairman ofthe Company w.e.f:27/10/2016

Page 43: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

42

Soundness and monitoring of internal control systemStatement regarding ability to continue as a going concern.Significant deviation from last year's operating results shall be highlighted & reason be explained;Presentation of key operation and financial data for last 5 (five) years.If dividend has not declared for the years, reason should be given;Number of Board Meeting held during the financial year & attendance by eachPattern of shareholding (along with name wise details) by-Parent/ Subsidiary/ Associated companies & related partiesDisclosure of shareholding by Directors, CEO, Company Secretary, CFO, Head of Internal Audit & their spouses and minor children.Executives(Top 5 salaried employees other than above)Shareholders holding 10% (ten) percent or moreIn case of the appointment / re-appointment of a Director,Brief resume of the DirectorNature of his/her expertise Other Companies' Directorship & membership of committees of the Board.Chief Financial Officer (CFO), Head of Internal Audit and Company Secretary (CS):Appointment of a CFO, HOIA and CS and their roles responsibilities and duties (CS)Requirement to attend Board Meetings:- Chief Financial Officer (CFO)- Company Secretary (CS)Audit CommitteeHaving Audit Committee as a sub-committee of the Board of Directors.Audit Committee to assist the BOD in ensuring the fairness of Financial Statements and a good monitoring system Duties of the audit committee clearly set forth in writing.Constitution of the Audit Committee

1.5 (xv)1.5 (xvi)

1.5 (xvii)

1.5 (xviii)

1.5 (xix)

1.5 (xx)

1.5 (xxi)

1.5 (xxi) a)

1.5 (xxi) b)

1.5 (xxi) c)

1.5 (xxi) d)1.5 (xxii)

1.5 (xxii) a)1.5 (xxii) b)1.5 (xxii) c)

2.

2.1

2.2

3.3 (i)

3 (ii)

3 (iii)

3.1

N/A

N/A

ConditionNo. Title

Compliance Status(put tick in

appropriate column)Remarks(if any)

Complied Not Complied�

Page 44: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

43

Audit Committee to be composed of at least 3 membersDirectors ( at least One Independent Director), as Audit committee members, to be appointed by BODAudit Committee members to be "financially literate" and at least one to have accounting/financial experienceFill up the vacancy immediately or not later than 1 (one) month from vacancy(ies) Company Secretary will act as Secretary.Quorum of the audit committee with at least 1 (one) Independent Director.Chairman of the Audit CommitteeSelection of the Chairman of the Audit Committee who shall be an Independent DirectorChairman of Audit Committee shall remain present in AGM.Role of Audit CommitteeOversee the financial reporting processMonitor choice of accounting policies and principles.Monitor Control Risk management process.Oversee hiring and performance of external auditors.Annual financial statements review along with the management before submission to the Board for approval.Quarterly and half yearly financial statements review along with the management before submission to the Board for approval.Review adequacy of internal audit function.Significant related party transaction review.Statutory auditor's report reviewReview disclosures/statements /declarations about uses of funds raised through IPO/RPO/Rights IssueReporting of the Audit CommitteeReporting to the Board of DirectorsReporting its activities to the Board of Directors.Report to the Board by Audit CommitteeConflict of interest.Suspected or presumed fraud or irregularity or material defect in the internal control system;Suspected infringement of laws, including securities related laws, rules and regulations;Any other matter;

3.1 (i)

3.1 (ii)

3.1 (iii)

3.1 (iv)

3.1 (v)3.1 (vi)

3.23.2 (i)

3.2 (ii)

3.33.3 (i)3.3 (ii)3.3 (iii)3.3 (iv)3.3 (v)

3.3 (vi)

3.3 (vii)3.3 (viii)3.3 (ix)3.3 (x)

3.43.4.13.4.1 (i)3.4.1 (ii)3.4.1 (ii) a)3.4.1 (ii) b)

3.4.1 (ii) c)

3.4.1 (ii) d)

N/AN/A

N/A

N/A

ConditionNo. Title

Compliance Status(put tick in

appropriate column)Remarks(if any)

Complied Not Complied�

Page 45: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

44

Reporting to the Authority (BSEC)Reporting to the Shareholders and General InvestorsExternal/Statutory Auditors should not be engaged:Appraisal or valuation services or fairness opinions.Financial information systems design and implementation.Book-keeping or accounting records or financial statements.Broker-dealer services.Actuarial services.Internal audit services.Any other service determined by the Audit Committee.Possess any share by the partner or employees of the firm at least during the tenure of their audit assignment;Audit/ Certification services on Compliance of Corporate Governance as required under Clause (i) of Condition no:7Subsidiary Company:Composition of Board of Directors.At least 1 (one) independent Director from holding Company.Minutes of Board meetings of subsidiary company to be placed at following Board meeting of holding companyMinutes of respective Board meeting of holding company to state that affairs of subsidiary company be reviewedReview the financial statements by holding Company's audit committee:Duties of Chief Executive Officer (CEO) and Chief Financial Officer (CFO):Reviewing financing statementsTo certify that they have reviewed FS's which contain no untrue or misleading statement or omit no material fact.To certify that the statements present a true and fair view of affairs and are in compliance with accounting standards and applicable lawsTo certify that no transaction is fraudulent, illegal or violation of company's code of conductReporting and compliance of Corporate Governance:Obtaining certificate regarding compliance and sending it to shareholders along with the Annual Report.Statement of Directors in accordance with the annexure attached whether the Company has complied with.

3.4.23.54.4 (i)4 (ii)

4 (iii)

4 (iv)4 (v)4 (vi)4 (vii)

4 (viii)

4(ix)

5.5 (i)5 (ii)

5 (iii)

5 (iv)

5 (v)

6.

6. (i)6 (i) a)

6 (i) b)

6 (ii)

7.7 (i)

7 (ii)

N/AN/A

N/A

N/A

N/A

ConditionNo. Title

Compliance Status(put tick in

appropriate column)Remarks(if any)

Complied Not Complied�

Page 46: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

45

Name of the Directors

Lt Col Mahtabuddin Ahmed (Retd)

Mr. Ahsan Khan Chowdhury

Mrs Sabiha Amjad

Mr. M. A. Mannan

Position

Chairman

Managing Director

Director

Independent Director

Meeting held

11

11

11

11

Attendance

11

10

11

11

ANNEXURE-II

Number of Board Meeting and the Attendance of Directors during the year 30th June, 2016 were as follows:

ANNEXURE-III

Pattern of Shareholding as on 30th June, 2016Name of the Shareholders

i. Parent/Subsidiary/Associated

Companies and other related parties

ii. Directors:

Mr. Ahsan Khan Chowdhury

Mr. Rathendra Nath Paul

Maj Gen Amjad Khan Chowdhury (Retd)

Mrs Sabiha Amjad

Mr. M . A. Mannan

iii. Chief Executive Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and

their Spouses and Minor Children :

Mr. Ahsan Khan Chowdhury

Mr. Choudhury Atiur Rasul

Muhammad Aminur Rahman

Mr. Md. Alamin

iv. Executive :

Mr. Parvez Ahammad Faruque

Mr. Aurnab Sarker

Mr. Md. Towfique Emam Serazy

Mr. Md. Chowdhury Fazle Akbar

Mr. Md. Nur Elahi

v. Shareholders holding 10% or more voting interest in the Company

Mr. Ahsan Khan Chowdhury

Mr. Rathendra Nath Paul

Maj Gen Amjad Khan Chowdhury (Retd)

Status

-

Chairman

Managing Director

Director

Director

Independent Director

Chief Executive Officer

Chief Financial Officer

Company Secretary

Head of Internal Audit

Chief Operating Officer

AGM(OPeration)

Financial Controller

General Manager

Senior Manager (Production)

Chairman

Managing Director

Director

Shares held

-

10,27,500

22,51,370

14,59,880

2,50,000

Nil

10,27,500

1,000

Nil

Nil

Nil

Nil

Nil

Nil

10,27,500

22,51,370

14,59,880

%

-

10.28%

22.51%

14.60%

2.5%

Nil

10.28%

0.01%

Nil

Nil

Nil

Nil

Nil

Nil

10.28%

22.51%

14.60%

(Representative fromProperty Development Ltd)

(Representative fromProperty Development Ltd)

Page 47: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

46

House No. 5 1, Road No. 13,Sector - 13, Uttara ModelTown, Dhaka

Tel : 791 1445Mobile : 0 17 15 030 823

HUDA & CO.Chartered Accountants

Certificate on Compliance of CorporateGovernance Guidelines to the Shareholders of

Rangpur Foundry Limited[Issued under Condition # 7(i) of Corporate Governance Guidclincs of BSEC

Vide Notification No. SEC/CMRRC13/2006-158~N/Admin/44 dated 07 August 20121

We are engaged by Rangpur Faundry Limited to provide certification whether the company complied with the conditions of corporate governance guidelines issued by the Bangladesh Securities and Exchange (lommission in its notification number SBC/CMRRCD/2006- 158/134/Admin/44 dated 07 August 2012 and SEC/CMRRD/2006-158/134/Admin/48 dated 21 July 2013 ("the conditions of corporate governance guidelines")

The Company's liesponsibilities:Those charged with governance and management of the company is responsible for complying with the conditions of corporate governance guidelines. Those charged with governance of the company is also responsible for stating in the directors' report whether the compeny hes complied with the conditions of the corporate governance guidelines.

Our Responsibilities:Our responsibility is to examine the Company's status of compliance with the conditions of the corporate governanke guidelines and to clarify thereon in the term of an independent assurance conclusion based on the evidence obtained. For the purpose of the engagement, we comply with ethical requirements including independence requirements and plan. and perform our procedures to obtain assurance whether the company has complied with the conditions of corporate governance guidelines.Our conclusion has been formed on the basis of and is subject to the matter outlined in this report. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.

Conclusion:In our opinion, the company has complied with the conditions of corpntate governance guidelines for the year ended 30 June 2016.

Dated : 03 November 2016Place : Dhaka

HUDA & CO.Chartered Accountants

Page 48: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

47

October 27, 2016

To The Board of DirectorsRangpur Foundry LimitedPRAN-RFL Centre105 Middle Badda, Dhaka-1212

Subjct: Certification by the Managing Director and the Chief Financial Officer (CFO) to the Board

In terms of condition no.6 of the notification of Bangladesh Securities and Exchange Commission (BSEC) No. SEC/CMRRCD/ 2006-158/138/Admin/44 dated August 07, 2012, we, the undersigned person having the position of Managing Director and Chief Financial Officer(CFO) of the company do hereby certify that we have reviewed the financial statements for the period 01 January 2015 to 30 June 2016 of Rangpur Foundry Limited and to the best of our knowledge and belief:

(a) these statements do not contain any materially untrue statement or omit any

material fact or contain statements that might be misleading; and

(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.

no transaction entered into by the company during the year which are fraudulent,

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

i)

ii)

Choudhury Atiur RasulChief Financial Officer

Rathendra Nath PaulManaging Director

Page 49: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

48

Name

Mr. M. A. Mannan

Mr. Ahsan Khan Chowdhury

Mrs. Sabiha Amjad

Designation

Independent Director

Chairman

Director

Position in the Committee

Chairman

Member

Member

REPORT OF THE AUDIT COMMITTEEFor the period 01 January 2015 to 30 June 2016

The Audit Committee of Rangpur Foundry Limited consists of the following members of the Board including an Independent Director :

The primary purpose of an audit committee is to provide oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws and regulations. The committee works as a sub-committee to the Board of Directors to establish & ensure procedures relating to financial reporting and other internal control policies.

The scope of the Audit Committee was defined according to Terms of Reference (TOR) of the committee. Area and responsibility were approved by the members in their Board meeting earlier.

To review Annual Accounts for the period 01 January 2015 to 30 June 2016 and place in the Director's meeting for approval by the Board;To review performance of the external auditor(s) for last Financial Year and recommendation for new/re-appointment of auditor; andTo review and consider internal auditors' report and observations pointed out by the external auditors on existing internal control policy of the company.

(b)

(c)

(d)

Functions carried out by the committee as follows-(a)

Scope of Audit

To review the business areas under risk and reporting in details to the Board.To adopt accounting policies and principles of BAS, IAS, BFRS, IFRS, BSA & ISA.To supervise internal control system and financial reporting procedure to the management.To review reports of internal and external auditors in respect of effective internal control system.To monitor compliance activities of the company as directed by regulatory authorities of thecountry.

Composition of the Committee

Page 50: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

49

The committee recommended to the Board the following points:

The primary purpose of an audit committee is to provide oversight of the financial reporting process, the audit process, the system of internal controls and compliance with laws and regulations. The committee works as a sub-committee to the Board of Directors to establish & ensure procedures relating to financial reporting and other internal control policies.

The scope of the Audit Committee was defined according to Terms of Reference (TOR) of the committee. Area and responsibility were approved by the members in their Board meeting earlier.

Activities carried out by the committee during closing year

The committee found adequate arrangement to present a true and fair view of the activities and the financial status of the company and didn't find any material deviation, discrepancies or any adverse finding /observation in the areas of their reporting. No potential risks have been found that can be a threat for company's growth.

Reporting by the committee to the Shareholder's

Recommendation to the Board

Overseen the overall risk involved in performing the business and integrity of the financial reporting process. Reviewed quarterly, half yearly and annual financial statement and recommended to the Board for consideration. Reviewed, monitored and approved the procedure and task of the internal audit, financial report preparation and audit reports. Reviewed performance of the existing auditor who audited the accounts of the company for the year 2015 and subsequently for another 06 months (Jan-2016-June 2016)

The Financial Statements of the Company for the period 01 January 2015 to 30 June

2016 may be approved

Committee is satisfied with the performance of the existing Auditor and they may be

re-appointed in the upcoming Shareholder's Meeting, if they express their opinion to

be reappointed in the next year.

i)

ii)

The following activities have been performed by the Committee throughout this year.

M.A.MannanChairmanAudit Committee

Page 51: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

50

Independent Auditor’s ReportTo the Shareholders of RANGPUR FOUNDRY LIMITED

We have audited the accompanying financial statements of RANGPUR FOUNDRY LIMITED, which comprise the statement of financial position as of 30 June 2016, statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the period from 01 January 2015 to 30 June 2016 and a summary of significant accounting policies and other explanatory information.

Management’s Responsibilities for the Financial Statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with Bangladesh Financial Reporting Standards, the Companies Act 1994, the Securities and Exchange Rules, 1987 and other applicable laws and regulations 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.

Auditor’s Responsibility

Our 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. 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 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 of financial statements that give a true and fair view 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.

Opinion

In our opinion, the financial statements referred to above give a true and fair view of the financial position of RANGPUR FOUNDRY LIMITED as of 30 June 2016, and of its financial performance and its cash flows for the period from 01 January 2015 to 30 June 2016 in accordance with Bangladesh Financial Reporting Standards.

Page 52: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

51

Report on Other Legal and Regulatory Requirements

We also report that the financial statements comply with the Companies Act, 1994, the Securities and Exchange Rules, 1987 and other applicable laws and regulations. We, as required by law, further report that:

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

ii) in our opinion, proper books of accounts as required by law have been kept by the Company so far as it appeared from our examination of these books;

iii) the financial statements dealt with by the report are in agreement with the books of account maintained by the Company; and

iv) the expenditure incurred was for the purpose of the Company’s

Dhaka,27 October 2016

ACNABINChartered Accountants

Page 53: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

52

ASSETS

Non-Current AssetsProperty, plant & equipmentCapital work in process

Current AssetsInventories Trade receivablesAdvance & depositsCash & bank balancesTOTAL ASSETS

EQUITY AND LIABILITIES

Shareholders' EquityShare capitalRetained earnings

LIABILITIES

Non-current LiabilitiesDeferred tax liabilities

Current LiabilitiesShort term credit facilitiesTrade payablesLiabilities for expensesSecurity deposit of distributorsProvision for income taxWorkers Profit Participation Fund (WPPF) & WF PayableOther LiabilitiesTOTAL LIABILITIESTOTAL EQUITY AND LIABILITIES

Net Assets Value (NAV) per share

The annexed notes from 1 to 42 form an integral part of these financial statements.

49,292,63549,292,635

-

427,355,650316,661,828

3,130,96064,956,66642,606,196

476,648,285

210,025,912100,000,000110,025,912

391,007

266,231,366195,522,019

1,615,1831,702,5563,381,489

41,622,8964,326,979

18,060,244266,622,373476,648,285

21.00

58,884,66348,432,59410,452,069

335,186,963272,510,262

2,653,08443,698,63116,324,986

394,071,626

199,973,428100,000,000

99,973,428

716,989

193,381,209145,305,865

1,059,2035,986,2743,305,000

31,277,7032,038,8304,408,334

194,098,198394,071,626

20.00

Ahsan Khan ChowdhuryChairman

Rathendra Nath PaulManaging Director

This is the Statement of Financial Position referred to in our separate report of even date.

Dhaka,27 October 2016

Notes

ACNABINChartered Accountants

Muhammad Aminur RahmanCompany Secretary

30.06.2016Taka

31.12.2014Taka

RANGPUR FOUNDRY LIMITEDStatement of Financial Position

As of 30 June 2016

4

5678

910

11

12131415161718

28

Page 54: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

53

Ahsan Khan ChowdhuryChairman

This is the Statement of Profit or Loss and Other Comprehensive Income referred to in our separate report ofeven date.

Dhaka,27 October 2016

ACNABINChartered Accountants

Rathendra Nath PaulManaging Director

Muhammad Aminur RahmanCompany Secretary

Net sales revenueLess: Cost of goods soldGross Profit

Less: Operating expensesAdministrative expensesSelling & distribution expensesMarketing expensesGross Operating Profit for the periodLess: Finance costNet Operating Profit for the periodAdd: Non operating incomeProfit before contribution to WPPF & WFLess: Provision for contribution to WPPF & WFNet profit before income taxLess: Income tax expensesCurrent taxDeferred tax incomeNet Profit after income tax Total comprehensive income for the period

Earnings Per Share (EPS)

The annexed notes from 1 to 42 form an integral part of these financial statements.

1,476,900,3591,175,763,355

301,137,004

153,903,07339,786,92073,963,73240,152,421

147,233,93168,459,20978,774,722

78,774,7223,751,177

75,023,54519,971,06120,297,043

(325,982)55,052,484

55,052,484

5.51

1,315,450,0311,045,383,022

270,067,009

114,268,72729,995,20855,687,59228,585,927

155,798,28292,991,74462,806,538

62,806,5382,940,037

59,866,50114,638,87417,630,775(2,991,901)45,227,627

45,227,627

4.52

01 Jan 2015-30 Jun 2016

Taka

01 Jul 2013-31 Dec 2014

Taka

RANGPUR FOUNDRY LIMITEDStatement of Profit or Loss and Other Comprehensive Income

For the period from 01 January 2015 to 30 June 2016

1920

212223

24

25

2611.1

27

Page 55: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

54

Balance as on 01 January 2015Net Profit for the periodCash dividend paid for 2015Cash dividend paid for 2014Balance as on 30 June 2016

Balance as on 01 Jul 2013Net Profit for the periodChanges in Accounting Policy (Deferred tax effect up to 2011)Cash dividend paid for 2013Balance as on 31 December 2014

The annexed notes from 1 to 42 form an integral part of these financial statements.

99,973,42855,052,484

(23,000,000)(22,000,000)110,025,912

80,454,69345,227,627(3,708,892)

(22,000,000)99,973,428

Ahsan Khan ChowdhuryChairman

Dhaka,27 October 2016

Rathendra Nath PaulManaging Director

Muhammad Aminur RahmanCompany Secretary

Particulars ShareCapital

RetainedEarnings

TotalEquity

199,973,42855,052,484

(23,000,000)(22,000,000)210,025,912

180,454,69345,227,627(3,708,892)

(22,000,000)199,973,428

(Amount in Taka)

RANGPUR FOUNDRY LIMITEDStatement of Changes in Equity

For the period from 01 January 2015 to 30 June 2016

100,000,000---

100,000,000

100,000,000---

100,000,000

Page 56: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

55

A. Cash flows from operating activities

Cash receipts from customers Payment to suppliers Payments for direct and indirect expenses Payment of refundable deposit Interest paid Advance income tax Net cash flow from operating activities

B. Cash flows from investing activities

Acquisition of property, plant & equipment Net cash used in investing activities

C. Cash flows from financing activities

Receipt/(repayment) of short term credit facilities Payment of dividend Net cash flow from/(used in) financing activities

D. Net increase in cash and bank balances (A+B+C)E. Cash & Bank Balances at beginning of the periodF. Cash & Bank Balances at end of the period(*)

Net Operating Cash Flow Per Share (NOCFPS) (Note: 29)

(*) Cash & bank balances Cash in hand Cash at bank Total

The annexed notes from 1 to 42 form an integral part of these financial statements.

1,484,446,425(1,056,391,603)

(325,078,539)76,489

(64,440,368)(21,647,497)

16,964,907

(6,728,405)(6,728,405)

47,392,798(31,348,090)

16,044,708

26,281,21016,324,98642,606,196

1.70

5,598,89737,007,29942,606,196

Ahsan Khan ChowdhuryChairman

Dhaka,27 October 2016

Rathendra Nath PaulManaging Director

Muhammad Aminur RahmanCompany Secretary

01 Jan 2015-30 Jun 2016

Taka

1,316,919,936(919,888,732)(234,599,387)

(219,210)(92,452,288)(12,082,419)

57,677,900

(16,842,745)(16,842,745)

1,543,097(42,446,811)(40,903,714)

(68,559)16,393,54516,324,986

5.77

4,286,47612,038,51016,324,986

01 Jul 2013-31 Dec 2014

Taka

RANGPUR FOUNDRY LIMITEDStatement of Cash Flows

For the period from 01 January 2015 to 30 June 2016

Page 57: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

56

RANGPUR FOUNDRY LIMITEDNotes to the Financial Statements

For the period from 01 January 2015 to 30 June 2016

Rangpur Foundry Limited was incorporated in Bangladesh on 30 June 1980 as a Private Limited Company under the Companies Act, 1913 and subsequently on 8 November 1996 the company was converted into a Public Limited Company. The Company went into public in 1999 and its shares are listed with the Dhaka Stock Exchange Ltd and Chittagong Stock Exchange Ltd.. The Company's registered office is situated at PRAN-RFL Centre, 105 Middle Badda, Progoti Sharani, Dhaka-1212 and the factory is located at BSCIC Industrial Estate, Kellabond, Rangpur.

The company owns and operates an industrial undertaking which manufactures and sells cast iron products which include tubewell and irrigation pump including spare parts thereof.

The financial statements have been prepared in compliance with the requirements of the Bangladesh Financial Reporting Standards (BFRS) and Bangladesh Accounting Standards (BAS), the Companies Act 1994, Securities and Exchange Ordinance 1969, Securities and Exchange Rules 1987, Listing Regulations of Dhaka Stock Exchange Ltd. and Chittagong Stock Exchange Ltd. and other relevant local laws as applicable.

These financial statements have been prepared under the historical cost convention applying accural basis of accounting in accordance with Bangladesh Financial Reporting Standards (BFRSs).

1. The background and business activities of the Company

1.1 Status of the Company

1.2 Nature of business

2. Basis of preparation of Financial Statements

2.1 Statement of compliance

2.2 Other regulatory compliance

As required, Rangpur Foundry Limited also complies with the applicable provisions of the following majorlaws/ statutes:The Income Tax Ordinance 1984;The Income Tax Rules 1984;The Value Added Tax Act 1991;The Value Added Tax Rules 1991 andThe Labour Act 2006, etc.

2.3 Components of financial statements

(a) Statement of Financial Position(b) Statement of Profit or Loss and Other Comprehensive Income(c) Statement of Changes in Equity(d) Statement of Cash Flows(e) Notes to the Financial Statements

2.4 Basis of Measurement

Page 58: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

57

2.5

3.

3.1

2.9

2.8

2.7

2.6

Page 59: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

58

3.1.1 Value Added Tax exempted products

3.2 Property, plant and equipment

3.2.1 Recognition and measurement

3.2.2 Depreciation

3.3 Financial assets

3.3.1 Trade receivables

3.3.2 Cash and bank balance

Particulars RateOffice building 10%Factory building 20%Plant & Machineries 20%Furniture Fixture & Equipments 10%Vehicles 20%

VAT is exempted in respect of Cast Iron (CI) Products as per SRO # 167/Law/2013/671-VAT dated 06 June 2013. But spare parts produced from Cast Iron is not VAT exempted.

This has been stated at cost less accumulated depreciation in compliance with the requirements of BAS 16: "Property, Plant and Equipment". The cost of acquisition of an asset comprises its purchase price and any directly attributable cost of bringing the assets to its working condition for its intended use inclusive of inward freight, duties and non-refundable taxes.

Depreciation is charged on property (except land), plant and equipnment using 'reducing balance method'over the estimated useful life of each item of property, plant and equipment. Full month depreciation is charged on addition to property, plant and equipment if such asset is purchased or acquired during the first half of the month. No depreciation is charged on assets disposal month. Depreciation is provided at the following rates:

Trade receivables are initially recognized as invoice amount and subsequently measured at invoice amount less any provisions for doubtful debts. Provisions are made where there is evidence of a risk of non-payment, taking into account aging, previous experience and general economic conditions. When an accounts receivable is determined to be uncollected it is written off, firstly against any provision available and then to the profit and loss account. Subsequent recoveries of amounts previously provided for are credited to the profit and loss account.

Cash and cash equivalents include cash in hand and at banks which are held and available for use by the company without any restriction.

Page 60: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

59

Advances are initially recognized at cost. After initial recognition advances are carried at cost less deductions or adjustments. Deposits are measured at payment value.

Financial liabilities are recognized initially on the transaction date at which the company becomes a party to the contractual provisions of the liability. The company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expired. Financial liabilities include payable for expenses, liability for capital expenditure and other current liabilities.

(a) Financial assets

Accounts receivable and other receivables are assessed at each reporting date to determine whether there is any objective evidence of impairment. Financial assets are impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset and that the loss event had a negative effects on the estimated future cash flows of that asset, that can be estimated reliably. Objective evidence that financial assets are impaired can include default or delinquency by a debtor, indications that a debtor or issuer will enter bankruptcy etc.

(b) Non-financial assets

An asset is impaired when its carrying amount exceeds its recoverable amount. The company assesses at each reporting date whether there is any indication that an asset may be impaired. If any such indication exists, the company estimates the recoverable amount of the asset. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Carrying amount of the assets is reduced to its recoverable amount by recognizing an impairment loss if, and only if, the recoverable amount of the asset is less than its carrying amount. Impairment loss is recognized immediately in profit or loss, unless the asset is carried at revalued amount. Any impairment loss of a revalued asset shall be treated as a revaluation decrease.

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

A provision is recognized in the statement of financial position when the company has a legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provision is ordinarily measured at the best estimate of the expenditure required to settle the present obligation at the date of statement of financial position. Where the effect of time value of money is material, the amount of provision is measured at the present value of the expenditures expected to be required to settle the obligation.

3.3.3 Advances and deposits

3.4 Financial liabilities

3.5 Impairment

3.6 Inventories

3.7 Provisions

Page 61: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

60

The employee benefits for the reporting period have been as follows:

a) Short term Employee benefits include: -Basic Salary -Allowance includes as house rent, Conveyance & Medical -Bonous (One month basic for each of 02 Eid festivals) -Transportation (Management Personnel) -Besides, the employees get a portion of company's profit on account of WPPF.

b) Post employment benefits: There is no provision for post employment benefits

c) Other Long Term Benefits: There is no provision for long term benefit.

d) Termination Benefits: Termination benifits have been given as law of the land. There is no termination benefit during the reporting period.

e) Share based benefits There no provision for Share based benefit.

Income tax expenses comprise current and deferred taxes. Income tax expenses are recognized in the Statement of Comprehensive Income except to the extent that it relates to items recognized directly in equity, or in other comprehensive income.

Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. The tax rate used for the reporting periods is as follows:

The company has recognized deferred tax using balance sheet method in compliance with the provisions of BAS 12: "Income Taxes". The company’s policy of recognition of deferred tax assets/liabilities is based on temporary differences (Taxable or deductible) between the carrying amount (Book value) of assets and liabilities for financial reporting purpose and its tax base, and accordingly, deferred tax income/expenses has been considered to determine net profit after tax and earnings per share (EPS).

A deferred tax asset is recognized to the extent that it is probable that future taxable profit will be available, against which temporary differences can be utilized. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Borrowing costs are recognized as expenses in the period in which they are incurred unless capitalized in accordance with BAS 23 : "Borrowing Costs".

3.8 Income tax expense

3.8.1 Current tax

3.8.2 Deferred tax

3.9 Borrowing cost

3.10 Employee benefits

Year Tax rate2014-2015 27.50%2015-2016 25.00%

The company qualifies as a “Publicly Traded Company”; hence the applicable Tax Rate is 25%.

Page 62: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

61

3.11 Contribution to Workers’ Profit Participation and Welfare Fund

3.12 Proposed dividend

3.13 Earnings Per Share (EPS)

3.14 Foreign currency transactions

3.15 Statement of cash flows

3.16 Related party disclosures

This represents 5% of net profit before tax contributed by the company as per provisions of the Bangladesh Labor Law, 2006 which was amended in 2013 and is payable to workers as defined in the said law.

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

The company presents basic and diluted (when dilution is applicable) earnings per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the company by the weighted average number of ordinary shares outstanding during the period, adjusted for the effect of change in number of shares for bonus issue, share split and reverse split. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares. However, dilution of EPS is not applicable for these financial statements as there was no dilutive potential ordinary shares during the relevant years.

The financial statements are presented in Bangladeshi Taka (Tk./BDT), which is the company's functional currency. Transactions in foreign currencies are recorded in the books at the exchange rate prevailing on the date of the transaction. Assets and liabilities in foreign currencies as on the reporting date are converted into Bangladeshi taka at the closing rate. Exchange gain or loss is recognised in Statement of Profit or Loss and Other Comprehensive Income as per BAS 21: The Effects of Changes in Foreign Exchange Rates.

The Statement of cash Flows has been prepared in accordance with the requirements of BAS 7: "Statement of Cash Flows". The Cash generated from operating activities has been reported using the Direct Method as prescribed by the Security and Exchange Rules, 1987 and as the benchmark treatment of BAS 7, whereby major classes of gross cash payments from operating activities are disclosed.

The following Companies were related with the Company :

a) Agricultural Marketing Company Limited.b) Property Development Limited.c) RFL Plastics Ltd.d) Pran Dairy Ltd.e) Banga Building Materials Ltd.f) All Plast BD Ltd.

Page 63: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

62

BAS

BFRS

3.19 Comparative information

3.20 General

Title Remarks

Title Remarks

3.17 Event after reporting period

3.18 Status of compliance of Bangladesh Accounting Standards

The Company's status of compliance with applicable Financial Reporting Standards is as under:

i) Figures in these notes and annexed financial statements have been rounded off to the nearest BDT.ii) Previous year’s figures have been regrouped and/or rearranged wherever considered necessary for the purpose of current year's presentation.

1278

101216181921232432333739

Presentation of Financial StatementsInventoriesStatement of Cash FlowsAccounting Policies, Changes in Accounting Estimates and ErrorsEvents after the Reporting PeriodIncome TaxesProperty, Plant & EquipmentRevenueEmployee BenefitsThe Effects of Changes in Foreign Exchange RatesBorrowing CostsRelated Party DisclosuresFinancial Instruments: PresentationEarnings per Share (EPS)Provisions, Contingent Liabilities and Contingent AssetsFinancial Instruments: Recognition and Measurement

CompliedCompliedCompliedCompliedCompliedCompliedCompliedCompliedCompliedCompliedCompliedCompliedCompliedCompliedCompliedComplied

CompliedComplied

Financial Instruments: DisclosuresDisclosure of Interest in Other Entities

712

Events after reporting period if any, that provide additional information about the company’s position at the date of statement of financial position or those that indicate the going concern assumption is not appropriate are reflected in the financial statements. Events after the reporting period that are not adjusting events are disclosed in the notes when material.

Comparative information has been presented in respect of the prior period in accordance with BAS-1: Presentation of Financial Statements, for all numeric information in the financial statements and also the narrative and descriptive information where it is relevant for understanding of the current period's financial statements.

Page 64: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

63

30.06.2016Taka

271,874,63517,180,474

289,055,109

223,442,04116,320,433

239,762,47449,292,635

255,196,45417,561,86743,903,507

316,661,828

2,653,0841,484,924,3011,487,577,3851,484,446,425

3,130,960

4. Property, plant and equipment

A. Cost Opening balance Add: Addition during the period Total

B. Accumulated depreciation Opening balance Add: Charged during the period Total C. Written down value (A-B)

A schedule of property, plant and equipment is given in Annexure-A.

5. Inventories

Raw materials (Note: 20.3) Work-in-process (Note: 20.6) Finished goods (Note: 20.7)

6. Trade receivables

Opening balance Add: Addition during the period

Less: Adjusted during the period

I. Debt considered good in respect of which the company is fully secured Trade receivables have been stated at their nominal value. Trade receivables are accrued in the ordinary course of business. Subsequently taka 2,427,604 has already been collected from trade receivable.

II. Debt considered good for which the company hold no security Receivables are unsecured but considered good.

III. Debt due by directors or other officers of the company There is no such trade debtors due by or to directors or other officers of the Company.

IV. Debt considered doubtful or bad Management considered the trade debtors are collectable and thus no provision had been made for any doubtful.

V. The maximum amount due by directors or other officers of the company There are no such debt in this respect as on 30 June 2016.

The aging of above trade receivables as at the statement of financial position date was:

Past due 0-30 days Past due 31-90 days Past due more than 90 days

A list of trade receivables is given in Annexure-B.

31.12.2014Taka

30.06.2016Taka

31.12.2014Taka

265,483,9596,390,676

271,874,635

207,366,94616,075,095

223,442,04148,432,594

214,845,46420,542,24437,122,554

272,510,262

2,546,4451,315,450,0311,317,996,4761,315,343,392

2,653,084

3,130,960--

3,130,960

2,653,084--

2,653,084

Page 65: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

64

30.06.2016Taka

61,672,8133,283,853

64,956,666

19,522,54738,195,641

3,714,610101,633138,382

61,672,813

15,024,0134,498,535

19,522,547

26,499,99421,647,49748,147,491

9,951,85038,195,641

3,269,22814,625

3,283,853

35,257,40129,699,265

--

64,956,666-----

5,598,89737,007,29942,606,196

7. Advances & deposits

Advances (Note: 7.1) Deposits (Note: 7.2)

7.1 Advance

Suppliers (Note:7.1.1) Income tax (Note:7.1.2) VAT Employees Advance against Insurance

7.1.1 Suppliers

Foreign suppliers Local suppliers

7.1.2 Advance against income tax

Opening balance Add: Addition during the period

Less: Adjustment during the period

7.2 Deposits

Security deposits CDBL security deposit

7.3 The detailed breakup of advances and deposits as per requirement of Schedule XI of the Companies Act, 1994 is given below:

Advance and deposit exceeding 6 months Advance and deposit not exceeding 6 months Other adavance and deposit less provision Advance and deposit considered good and secured Advance and deposit considered good without secured Advance and deposit considered doubtful or bad Advance and deposit due by Directors Advance and deposit due by other officers (against salary) Advance and deposit due from companies under same Maximum advance and deposit due by directors

8. Cash & bank balances

Cash in hand (Note: 8.1) Cash at bank (Note: 8.2)

31.12.2014Taka

41,614,7782,083,853

43,698,631

12,567,54326,499,994

2,068,074479,167

-41,614,778

9,037,5743,529,969

12,567,543

31,928,52812,082,41944,010,94717,510,95326,499,994

2,069,22814,625

2,083,853

39,689,4954,009,136

--

43,698,631-----

4,286,47612,038,51016,324,986

Page 66: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

65

A/C No.10411040000558

1545122002117721132101000002917

001090513011001090513012

162110000273201333684001

BranchMotijheelCorporate

Pragoti SaraniKawran BazarKawran Bazar

RangpurMotijheel

Type

CD

OD

Name of Bank

A/C No.0074200092400742000029

BranchScotia

TypeFC

Name of Bank

30.06.2016Taka

4,415,3661,183,5315,598,897

25,238,07011,769,22937,007,299

483,8852,395

118,323192,908

2,316,1726,643,655

15,480,73225,238,070

3,636,1498,133,080

11,769,229

200,000,000

90,000,00010,000,000

100,000,000

8.1 Cash in hand

Head office Factory

8.2 Cash at bank

In local currency (Note: 8.2.1) In foreign currency (Note: 8.2.2)

8.2.1 In local currency

Prime Bank Limited Uttara Bank Limited United Commercial Bank Limited HSBC HSBC Dutch Bangla Bank Limited Standard Chartered Bank

8.2.2 In foreign currency

Bank Asia Limited

9. Share capital

Authorised

20,000,000 Ordinary Shares of Taka 10 each

Issued, Subscribed and Paid up

9,000,000 Ordinary Shares of Taka 10 each fully paid up in cash 1,000,000 Ordinary Shares of Taka 10 each issued as bonus shares

31.12.2014Taka

3,079,1991,207,2774,286,476

5,141,8506,896,660

12,038,510

948,2223,613,680

--

10579,938

-5,141,850

-6,896,6606,896,660

200,000,000

90,000,00010,000,000

100,000,000

Page 67: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

66

2.40%2.28%

44.71%0.02%0.00%0.70%

49.89%100%

47,171,420

% of Holding

Tax baseCarryingamount

Taxable/ (deductible)temporary difference

45,607,393

30.06.2016No. of Shares% of Holding

14.60%2.50%

10.28%0.04%0.04%0.04%

22.50%37.32%12.68%100%

1,459,880250,000

1,027,5003,7503,7503,750

2,251,3703,732,5001,267,500

10,000,000

1,956782338

5-15

3,087

99,973,42855,052,484

155,025,912-

(45,000,000)110,025,912

Maj Gen Amjad Khan Chowdhury (Retd)* Mrs. Sabiha Amjad Mr. Ahsan Khan Chowdhury Mrs. Sheira Chowdhury Mrs. Uzma Chowdhury Mr. Azhar JK Chowdhury Property Development Ltd. General Public Financial Institutions

*Maj Gen Amjad Khan Chowdhury (Retd) died on 08 July 2015.

A distribution schedule of the shares at the repoting date is given below following the requirement of listing regulations:

Share holdings range Upto 500 501 -1,000 1,001 - 15,000 15,001 - 25,000 25,001 - 50,000 50,001 - 100,000 Above 100,000

The shares are listed with the Dhaka & Chittagong Stock Exchanges and quoted at Taka 97.10 and Taka 95.20 respectively on closing date.

10. Retained earnings

Opening balance Add : Addition during the period

Changes in Accounting Policy (Deferred tax effect up to 2011) Cash dividend paid (2014 & 2015)

11. Deferred tax liabilities

30 June 2016

Property, plant and equipment excluding land and land development

Applicable tax rate

Deferred tax liabilities

31.12.2014No. of Shares

30.06.2016No. of Shares

31.12.2014No. of Shares

1,459,880250,000

1,027,5003,7503,7503,750

2,251,3703,961,5001,038,500

10,000,000

1,940806570

5-15

3,327

80,454,69345,227,627

125,682,320(3,708,892)

(22,000,000)99,973,428

1,564,027

0.25

391,007

Page 68: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

67

46,311,379

00733000572

4205-145132-000

001-090513-011

01333684001

10473620022247

OD

OD

OD

OD

OD

10,00,00,000

6,60,00,000

1,00,00,000

20,000,000

11,00,00,000

Bank Name

43,704,145

Particulars

Purpose: Working CapitalTenor: 1 YearNature: Deferred LCInterest Rate: 10%Outstanding Balance: 59,263,721Purpose: Working CapitalTenor: 1 YearNature: ODInterest Rate: 11%Outstanding Balance: 88,290,247Purpose: Working CapitalTenor: 1 YearNature: ODInterest Rate: 10%Outstanding Balance: 13,620,130Purpose: Working CapitalTenor: 1 YearNature: ODInterest Rate: 12.50%Outstanding Balance: 0Purpose: Working CapitalTenor: 1 YearNature: ODInterest Rate: 11.75%Outstanding Balance: 34,347,921

30.06.2016Taka

716,989391,007325,982

34,347,92193,073,46968,100,629

195,522,019

31 December 2014

Property, plant and equipment excluding land and land development

Applicable tax rate Deferred tax liabilities

11.1 Deferred tax (expense)/income

Deferred tax liabilities at the beginning of the period Deferred tax liabilities at the end of the period Deferred tax (expense)/income recognised directly in profit

12. Short term credit facilities

Cash credit Trust receipt Overdraft

Particulars of the above time loans are given below:

Bank Asia Ltd.

AB Bank

HSBC

Standard Chartered Bank

Prime Bank Limited

01 Jan 2015-30 Jun 2016

Taka

31.12.2014Taka

01 Jul 2013-31 Dec 2014

Taka

2,607,234

0.275716,989

3,708,890716,989

2,991,901

47,727,18241,392,81656,185,867

145,305,865

Sanction limitName offacilityAccount no.

Page 69: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

68

30.06.2016Taka

1,059,203435,617,481436,676,684435,061,501

1,615,183

1,615,183--

1,615,183

-100,000252,500

1,328,99421,062

1,702,556

3,381,489

31,277,70320,297,04351,574,746

9,951,85041,622,896

-9,951,850

11,079,56311,510,65412,558,433

6,474,24651,574,746

9,951,85041,622,896

2,038,8303,751,177

575,8026,365,8092,038,8304,326,979

13. Trade payables

Opening balance Add: Addition during the period

Less: Paid during the period

This represents amount payable to regular suppliers of raw materials, packing materials etc. All suppliers were paid on regular basis. Aging of the above payables is given below Past due 0-30 days Past due 31-90 days Past due over 91 days

A list of trade payables is given in the Annexure-C.

14. Liabilities for expenses

Salary and allowance Audit fee Office rent Utilities TDS from salary

15. Security deposit of distributors

For security purpose a refundable deposit has been taken from distributor for their dealership.

16. Provision for income tax

Opening balance Add: Provision made during the period

Less: Adjusted during this period

Year-wise provision detail is stated below: 2010 2012 2013 2014 2015 2016

Less : Adjusted during this period (for income year 2012)

17. Workers Profit Participation Fund (WPPF) & WF Payable

Opening Balance Add: Addition during the period Interest

Less: Paid during the period

31.12.2014Taka

955,455315,093,061316,048,516314,989,313

1,059,203

1,059,203--

1,059,203

4,309,751165,000384,750

1,034,87391,900

5,986,274

3,305,000

31,157,88117,578,44448,736,32517,458,62231,277,703

7,753,2968,687,486

11,079,56311,510,654

--

39,030,9997,753,296

31,277,703

7,331,1482,940,037

655,67410,926,859

8,888,0292,038,830

Page 70: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

69

30.06.2016Taka

4,266,70813,793,53618,060,244

1,343,666956,599520,190352,942707,029386,282

4,266,708

23,000,000(9,206,464)13,793,536

18. Other liabilities

Unclaimed dividend (Note: 18.1) Dividend payable (Note: 18.2)

18.1 Unclaimed dividend

1999 to 2009 2010 2011 2012 2013 2014

18.2 Dividend payable

Dividend declared for year 2015 Less: Paid during the period Dividend payable

31.12.2014Taka

4,408,334-

4,408,334

810,789532,877956,599520,190352,942

1,234,9374,408,334

---

Page 71: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

70

12,4511,281

13,732

Pig ironCokeShip scrapLime stoneSteam coalCharcoalFire brickNut & boltPiston rodPVC bucketCheck valveStore materials

MTMTMTMTMTMT

PCSMTMT

PCSPCSTaka

2,568267

3,36025

231,133

1548

85,173876,573

Unit Quantity

Product CategoryJan'15 - Jun'16

Qty in MT Value in Taka Value in TakaQty in MTJul'13 - Dec'14

1,339,194,985145,729,315

1,484,924,300

11,2051,140

12,346

Item

01 Jan 2015 -30 Jun 2016

Taka

1,458,980,84617,919,513

1,476,900,359

61,516,8848,023,941

53,492,9431,405,487,9031,458,980,846

214,845,4641,056,947,583(255,196,454)1,016,596,593

150,131,40912,835,930

1,179,563,93220,542,244

(17,561,867)1,182,544,309

37,122,554(43,903,508)

1,175,763,355

19. Net sales revenue

Domestic sales net of VAT (Note: 19.1) Export sales

19.1 Domestic sales net of VAT

VATable sales Less: VAT Net VATable sales Add: Non-VATable sales

20. Cost of goods sold

Opening stock of raw materials (Note: 20.1) Purchased of raw materials during the period (Note: 20.2) Closing stock of raw materials (Note: 20.3) Material consumed (Note: 20.4) Manufacturing expenses (Note:20.5) Depreciation Total manufacturing cost Opening work in process (Note: 20.6) Closing work in process (Note: 20.6) Cost of production Opening stock of finished goods (Note: 20.7) Closing stock of finished goods (Note: 20.7)

Quantity wise schedule of sales relating to the financial statements for the period from 01 January 2015 to 30 June 2016 as required under Shedule XI, Part-II of the Companies Act 1994 are given below:

Tubewell & Spares (CI Products) Irrigation Pump & Others (CI Products) Total

20.1 Item wise quantity and value of opening stock of raw materials

01 Jul 2013 -31 Dec 2014

Taka

1,299,054,76716,395,264

1,315,450,031

12,086,8341,576,544

10,510,2901,288,544,4771,299,054,767

215,790,573919,992,480

(214,845,464)920,937,589122,439,424

13,520,7691,056,897,782

2,132,847(20,542,244)

1,038,488,38544,017,191

(37,122,554)1,045,383,022

1,188,772,898128,253,677

1,317,026,575

77,844,48834,918,92260,695,117

22,4131,136

785,234605,352

3,013,5398,068,407

930,59819,216,626

9,688,742215,790,573

28,360,14425,895,86675,459,394

232,85170,193

5,040,1732,155,1002,975,0373,674,0911,678,822

22,866,34846,437,445

214,845,464

30.06.2016Taka

31.12.2014Taka

Page 72: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

71

MTMTMTMTMTMT

PCSMTMT

PCSPCSTaka

1,998160

5,70530

9113

16,4854969

356,9021,206,268

MTMTMTMTMTMT

PCSMTMT

PCSPCSTaka

2,950160

4,04825

127,709

2527

39,493219,917

MTMTMTMTMTMT

PCSMTMT

PCSPCSTaka

27,64233,06734,362

6,24021,750

6,43475

62,29233,657

324

Item Unit Quantity

Item Unit Quantity

01 Jan 2015 -30 Jun 2016

Taka

191,767,69844,259,044

492,080,709377,767598,952

2,565,0573,862,2808,850,4177,209,3613,453,567

68,902,538233,020,196

1,056,947,583

83,082,2355,606,368

136,444,12812,662

100,92081,194

589,6681,383,358

917,599105,236

4,760,27322,112,814

255,196,454

137,039,60764,548,541

431,101,975597,956568,225

7,524,0365,427,712

10,442,0949,965,8535,027,153

87,008,614257,344,826

1,016,596,593

20.2 Item wise quantity and value of raw materials purchased

Pig iron Coke Ship scrap Lime stone Steam coal Charcoal Fire brick Nut & bolt Piston rod PVC bucket Check valve Store materials

20.3 Item wise quantity and value of closing stock of raw materials

Pig iron Coke Ship scrap Lime stone Steam coal Charcoal Fire brick Nut & bolt Piston rod PVC bucket Check valve Store materials

20.4 Item wise details of consumption of raw materials

Pig iron Coke Ship scrap Lime stone Steam coal Charcoal Fire brick Nut & bolt Piston rod PVC bucket Check valve Store materials

01 Jul 2013 -31 Dec 2014

Taka

Item Unit Quantity01 Jan 2015 -30 Jun 2016

Taka

01 Jul 2013 -31 Dec 2014

Taka

75,962,78264,160,294

444,748,9821,277,4911,376,642

10,240,8348,525,609

11,491,05416,806,241

7,133,67466,674,223

211,594,656919,992,480

28,360,14425,895,86675,459,394

232,85170,193

5,040,1732,155,1002,975,0373,674,0911,678,822

22,866,34846,437,445

214,845,464

87,480,02367,173,486

448,569,0351,186,7641,585,0308,523,6908,713,838

14,579,62827,949,651

6,710,29655,757,509

192,708,638920,937,589

30.06.2016Taka

31.12.2014Taka

Page 73: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

72

Amount inTakaQuantityUnit

01 Jan 2015 -30 Jun 2016

Taka

111,758,2647,904,427

220,856264,914

1,623,545599,003

26,654,935294,313201,652609,500

150,131,409

34428

123114

42547

45162

27,321,2081,806,050

553,04671,395

697,690465,349

4,625,000786,413

1,511,327949,532165,997

20.5 Manufacturing expenses

Salary, allowances & wages Carriage, loading & unloading Travel & conveyance Printing & stationery Repairs & maintenance Postage, telephone & fax Power & fuel Entertainment Medical & sanitation Insurance

20.6 Item wise quantity and value of work-in-process are as follows

Stock as on 01 January 2015 Tubewell & others Pump & others

Stock as on 30 June 2016 Tubewell & spares Centrifugal pump & others

20.7 Item wise quantity and value of finished goods are as follows

Stock as on 01 January 2015 Tubewell & spares Centrifugal pump & others

Stock as on 30 June 2016 Tubewell & others Pump & others

21. Administrative expenses

Salary & allowances Travel & conveyance Printing & stationery Postage Telephone, telex & fax Entertainment Office rent Repairs & maintenance Fuel & electricity Fees & renewals Insurance

01 Jul 2013 -31 Dec 2014

Taka

91,607,8687,387,756

201,629237,851

1,408,868468,886

19,942,053260,029188,149736,335

122,439,424

16,306,8234,235,421

20,542,244

9,161,4268,400,441

17,561,867

34,148,2192,974,335

37,122,554

38,587,6745,315,834

43,903,508

18,767,0361,417,909

476,76557,112

511,209489,056

4,122,500605,589

1,218,192886,467202,872

Amount inTakaQuantityUnit

PCSPCS

PCSPCS

PCSPCS

PCSPCS

Page 74: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

73

01 Jan 2015 -30 Jun 2016

Taka

301,250103,269

94,738220,545114,111

39,786,920

44,565,3083,010,085

921,744118,992

1,162,817775,584

14,796,5515,052,7732,359,275

34,5431,166,060

73,963,732

18,275,4761,201,831

368,69747,596

465,127310,235

1,011,11718,472,34240,152,421

66,755,085575,802511,722616,600

68,459,209

20,297,043

55,052,48410,000,000

5.51

Audit fee Employee training Medical & sanitation AGM Expenses Depreciation

22. Selling & distributuion expenses

Salary & allowances Travel & conveyance Printing & stationery Postage Telephone, telex & fax Entertainment Carriage outwards & fuel Loading & unloading Depreciation Forwarding expenses Sales incentive

23. Marketing expenses

Salary & allowances Travel & conveyance Printing & stationery Postage Telephone, telex & fax Entertainment Depreciation Advertisement

24. Financial expenses

Interest on working capital loan WPPF interest Exchange loss/(gain) Bank charges

25. Contribution to Workers Profit Participation Fund & Welfare Fund

This represents 5% of net profit before tax contributed by the company as per provisions of the Bangladesh Labor Law, 2006 amended in 2013 and is payable to workers as defined in the said law.

26. Income tax expenses

Provision for the period

27. Earnings Per Share

Net profit attributable to the ordinary shareholders (Net Profit after Tax) Weighted average number of ordinary shares outstanding during the period

Earnings per share has been calculated in accordance with BAS-33 "Earnings Per Share" (EPS)

01 Jul 2013 -31 Dec 2014

Taka

257,80679,99874,714

565,930262,054

29,995,208

30,832,1542,329,167

783,81593,907

839,101805,330

12,243,0325,142,8071,610,410

36,821971,049

55,687,592

12,957,596979,287328,638

39,354353,719335,799681,860

12,909,67328,585,927

92,043,313408,974(31,240)570,697

92,991,744

17,630,775

45,227,62710,000,000

4.52

Page 75: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

74

Jan'15-Jun'16 Jul'13-Dec'14Quantity in MT

30.06.2016Taka

476,648,285266,622,372210,025,913

10,000,00021.00

16,964,90710,000,000

1.70

20,58015,706

76%

28. Net Assets Value (NAV) per share

Total Assets Total Liabilities Net Assets Value Number of ordinary shares outstanding during the period

29. Net operating cash flow per share (NOCFPS)

Net cash generated from operating activities Number of ordinary shares outstanding during the period

30. Payments/perquisites to directors

During the period from 01 January 2015 to 30 June 2016 :

a) No compensation was allowed by the company to the Managing Director of the company who is also a Director of the company. b) No amount of money was expended by the company for compensating any member of the board for rendering special services. c) No board meeting attendance fee was paid to the directors of the company.

31. Disclosure as per Schedule XI, Part II, Para 7of the Company Act 1994:

Production capacity (CI Product)

Installed capacity Actual production Utilization of capacity

32. Claim not acknowledged

There was no claim against the company acknowledged as debt as on 30 June 2016.

31.12.2014Taka

394,071,626194,098,198199,973,428

10,000,00020.00

57,677,90010,000,000

5.77

18,00011,733

65%

Page 76: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

75

93,4082,381,094

-3,693,879

01 Jan 2015 -30 Jun 2016

01 Jul 2013 -31 Dec 2014

Amount in USD

33. Credit facilities availed

There was no credit facility available to the company under any contract other than trade payable and working capital financing from various banks as on 30 June 2016 and 31 December 2014.

34. Capital commitment

There was no capital commitment as on 30 June 2016.

35. Payments in foreign currency

Import of machineries Import of raw materials

No other expenses including royalty, technical assistance and professional advisory fee, interest etc. were incurred or paid in foreign currency except as stated above.

36. Earnings in foreign currency

During the period company earned Tk.17,919,513.35 ( USD $ 232,720.953) from export.

37. Commission, brokerage or discount against sales

No commission was incurred or paid to the sales agent/distributor nor any brokerage or discount other than conventional trade discount incurred or paid against sales during January 2015 to June 2016.

38. Financial risk management

Bangladesh Financial Reporting Standard BFRS 7: Financial Instruments: Disclosures - requires disclosure of information relating to: both recognized and unrecognized financial instruments, their significance and performance, accounting policies, terms and conditions, net fair values and risk information- the companies policies for controlling risks and exposures. The company has exposure to the following risks from its use of financial instruments.

- Credit risk - Liquidity risk - Market risk - Currency risk

The Board of Directors has overall responsibility for the establishment and oversight of the company’s risk management framework. The Board oversees how management monitors compliance with risk management policies and procedures and reviews the adequacy of the risk management framework in relation to risks faced by the company.

Page 77: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

76

30.06.2016Taka

31.12.2014Taka

Short TermLoan

AccountsPayable

(Amount in Taka)Other Liabilities

& Provision

3,130,96064,956,66642,606,196

110,693,822

1,615,183-

1,615,1831,615,183

--

1,059,203-

1,059,2031,059,203

--

195,522,019-

195,522,019195,522,019

--

145,305,865-

145,305,865145,305,865

--

38.1 Credit risk

Exposer to credit risk

The carrying amount of financial assets represent the maximum credit exposer. The maximum exposer to credit risk at the reporting date was:

Trade receivables Advance & deposits Cash & bank balances

38.2 Liquidity risk

As at 30 June 2016 Carrying amount Interest rate Contractual cash flows Within 6 months or less Within 12 months Within 2-6 years

As at 31 December 2014 Carrying amount Interest rate Contractual cash flows Within 6 months or less Within 12 months Within 2-6 years

38.3 Market risk

Interest rate risk

2,653,08443,698,63116,324,98662,676,701

69,094,164-

69,094,16415,496,09249,331,364

4,266,708

47,016,141-

47,016,1415,986,2742,038,830

38,991,037

In monitoring credit risk, debtors are grouped according to their risk profile i.e. their legal status, financial condition, ageing profile etc. Accounts receivable are mainly related to sales of finished goods. The maximum exposer to credit risk each represented by the carrying amount of each financial assets in the financial statement of financial position.

Interest rate risk is the risk that arise due to changes in interest rates on borrowings. The company is not significantly exposed to fluctuation in interest rates as it has fixed interest bearing financial liabilities as at reporting date.

Page 78: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

77

Carrying Amount Fair Value30.06.2016

Carrying Amount Fair Value31.12.2014

3,130,96042,606,196

195,522,0191,615,183

69,088,888

2,653,08416,324,986

--

1,059,20347,016,141

46,377103,732150,109

(1,154,165)(1,004,056)

Accounting classification and fair values

Fair value of financial assets and liabilities together with carrying amount shown in the statement of financial position are as follows:

Loans and receivables

Trade receivables Cash and bank balances Liabilities carried at amortized costs Short term credit facilities Accounts payables Other liabilities and provision

Loans and receivables

Trade receivables Cash and bank balances

Liabilities carried at amortized costs Term loan-non current portion Financial lease obligation, net of current portion Accounts payables Other liabilities and provision

38.4 a) Currency risk

The Company is exposed to currency risk on receiving of sales proceed and payments made for raw materials purchase as well. Maximum of the company's foreign currency transactions are denominated in USD.

i) Exposure to currency risk

The company's exposure to foreign currency risk was as follows based on notional amounts:

Foreign currency denominated assets

Bank Asia Limited FC (ERQ) Bank Asia Limited FC (RAD)

Foreign currency

Trade payables Net Exposure

3,130,96042,606,196

195,522,0191,615,183

69,088,888

2,653,08416,324,986

--

1,059,20347,016,141

85,905-

85,905

(527,828)(441,923)

31.12.2014USD

30.06.2016USD

Page 79: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

78

02 Mrs. Sabiha Amjad

01

Director

Ahsan Khan Chowdhury ManagingDirector

39. Related party disclosure

DirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirector

ChairmanChairmanDirectorDirectorDirectorDirector

ChairmanDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirector

9.15%94.04%96.95%

25%71.43%82.63%99.95%99.96%99.88%50.99%99.83%99.98%99.99%99.80%99.99%90.91%

85%12%

83.33%80%

83.33%99.98%33.00%99.06%99.80%

80%80%

92.59%92.59%79.22%57.41%48.50%99.21%54.55%99.96%99.92%

99%19.98%99.20%99.92%99.96%99.96%99.99%99.84%99.84%

2.50%3.57%6.00%6.00%5.00%4.63%

Agricultural Marketing Co LtdProperty Development LimitedPran Food LimitedBanga Trading House LimitedBangladesh Lift IndustriesPran Agro LimitedBanga Agro Processing LimitedPran Agro Business LimitedRFL Plastics LimitedPran Dairy LimitedPran Confectionary LimitedPran Export LimitedPran Beverage LimitedBanga Plastics Industries LimitedMymensingh Agro LimitedBanga Building Materials LimitedAccessories World LimitedCarrier Builders LimitedChorka Textile LimitedPackmat Industries LimitedSun Basic Chemical LimitedRangpur Metal Industries LimitedHabigonj Metal Industries LimitedDurable Plastics LimitedAllplast Bangladesh LimitedBanga Millers LimitedBanga Bakers LimitedRFL Exports LtdRFL Construction LimitedHabigonj Agro LimitedMulti-Line IndustriesNatore Agro LimitedTrade Enviorment LimitedAKC (Pvt.) LimitedGet Well LimitedSylvan Agricilture LimitedSylvan Technologies LimitedHabigonj Textile LimitedChorka Fashion LimitedGanga Foundry LimitedHabigonj Glassware LimitedHabigonj Ceramic LimitedAKC Mgt. LtdLogi Care Oversease LimitedAdvance Personal Care LimitedAgricultural Marketing Co LtdBanga Trading House LimitedAccessories World LimitedCareer Builders LimitedHabigonj Metal Industries LimitedMulti-Line Industries

SI Name of Directors/Shareholders

Status inRFL

Status ininterested entity

(%) ofHolding/Interest

in the concern ason 30.06.2016

Name of the firms/companiesin which interested is the

proprietor, partner, director,managing agent, guarantor,

employee etc.

Page 80: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

79

04 Mr. Azhar J K Chowdhury

03 Mrs. Sheira Chowdhury

05 Lt Col MahtabuddinAhmed (Retd)

ShareholderShareholder

DirectorDirector

ChairmanDirectorDirector

Executive DirectorDirectorDirector

Managing DirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirectorDirector

Managing DirectorDirectorDirector

0.41%1.80%0.50%1.28%4.96%0.02%3.57%0.41%7.14%1.85%0.25%2.00%3.57%0.01%0.01%0.01%0.02%0.03%

0.004%0.003%

0.04%0.002%

0.0025%1.82%4.17%4.00%4.17%0.01%0.19%0.04%4.00%4.00%1.85%1.85%0.01%1.57%0.20%0.01%0.02%0.20%

0.004%0.20%0.02%0.01%0.01%

0.004%0.04%0.04%

06

Shareholder

Shareholder

Chairman

Mrs. Uzma Chowdhury DirectorFinance

Agricultural Marketing Co LtdCarrier Builders LimitedAgricultural Marketing Co LtdAgricultural Marketing Co LtdProperty Development LimitedPran Food LimitedBanga Trading House LimitedAgricultural Marketing Co LtdBanga Trading House LimitedMulti-Line Industries Ltd.Property Development LimitedPran Foods LimitedBangladesh Lift IndustriesPran Agro LimitedBanga Agro Processing LimitedPran Agro Business LimitedRFL Plastics LimitedPran Confectionary LimitedPran Export LimitedPran Beverage LimitedBanga Plastics Industries LimitedMymensingh Agro LimitedNatore Dairy LimitedBanga Building Materials LimitedChorka Textile LimitedPackmat Industries LimitedSun Basic Chemical LimitedRangpur Metal Industries LimitedDurable Plastics LimitedAllplast Bangladesh LimitedBanga Millers LimitedBanga Bakers LimitedRFL Exports LtdRFL Construction LimitedHabigonj Agro LimitedNatore Agro LimitedTrade Enviorment LimitedGet Well LimitedSylvan Agriculture LimitedSylvan Technologies LimitedHabigonj Textile LimitedChorka Fashion LimitedGanga Foundry LimitedHabigonj Glassware LimitedHabigonj Ceramic LimitedAKC Mgt. LtdLogi Care Oversease LimitedAdvance Personal Care Limited

SI Name of Directors/Shareholders

Status inRFL

Status ininterested entity

(%) ofHolding/Interest

in the concern ason 30.06.2016

Name of the firms/companiesin which interested is the

proprietor, partner, director,managing agent, guarantor,

employee etc.

Page 81: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

80

------

Taka in ' 000

1,244152550

171,928843

13,643

1,244152550

171,928843

13,643

In favour ofCommercial Bank of Ceylon

HSBCIFIC Bank

Commercial Bank of CeylonStandard Chartered Bank

HSBCStandard Chartered Bank

HSBC

Assessment year2014-20152015-2016

Accounting year ended31 December 201331 December 2014

Assessment statusUnder Assessment

Return Submited U/s - 82BB

Name of the Company Nature ofTransactions

Value of TransactionDebit Credit

Balance as on30 June 2016

Current Account

Purpose

Working Capital

On behalf of Tk. in Million

Related party transactions

a) The company carried out number of transactions with related parties as detailed below in the normal course of business.

Agricultural Marketing Co LtdPran Dairy LimitedProperty Development LimitedRFL Plastics LimitedAll Plast BD LimitedBanga Building Materials Limited

b) Company has issued corporate guarantee to the financiers of its associated companies as listed below :

Agricultural Marketing Co. Limited

Pran Foods LimitedRFL Plastics Limited

Banga Building Materials LimitedAllplast Bangladesh LtdTotal

c) Company has received corporate guarantee from the following companies:

Pran Beverage LimitedBanga Building Materials LimitedRFL Plastics LimitedBanga Building Materials LimitedAllplast Bangladesh LimitedDurable Plastic LimitedBanga Plastic International LimitedTotal

Income tax assessment status

39.1

40.

3407450

650285137218132

1,886

In favour ofAB Bank

HSBC

Purpose

Working Capital

Guarantee received from Tk. in Million145145

8282828282

700

Maj Gen Amjad Khan Chowdhury (Retd) died on 08 July 2015. Before that he was Director of Agricultural Marketing Co Ltd, Banga Trading House Limited, Accessories World Limited, Carrier Builders Limited, Hobigang Matel Industries Limited, Multi-Line Industries and AKC (Pvt.) Limited.

Page 82: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

81

41. Disclosure as per Schedule XI, Part II, Para 3 of the Companies Act 1994:

Head office staff Plant staff

42. Events after the reporting period

Ahsan Khan ChowdhuryChairman

Dhaka,27 October 2016

Rathendra Nath PaulManaging Director

Muhammad Aminur RahmanCompany Secretary

201184385

169167336

30.06.2016 31.12.2014Number of Staff

The company had 385 permanent employees as at 30 June 2016 and 336 permanent employees as at 31 December 2014 and a varying number of seasonal and temporary workers as required. All permanent employees receive

The board of the directors has recommended 35% cash dividend for the period from 01 January 2015 to 30 June 2016 of which 23% interim dividend has been accounted for in the financial statements and final dividend of 12% is subject to approval by the shareholders at the forthcoming 36th Annual General Meeting to be held on 15 Decenber 2016.

Page 83: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

82

Particulars

CostAdditionduring

the period

DepreciationBalance

as on01.01.2015

Total Dep.as on

30.06.2016

Total Costas on

30.06.2016

Rateof

Dep. %

Balanceas on

01.01.2015

Chargeduring

the period

(Annexture - A)

Land & land developmentOffice buildingFactory buildingPlant & MachineriesFurniture Fixture & EquipmentsVehiclesTotal as on 30 June 2016Total as on 31 Dec 2014

Allocation of Depreciation:

Cost of Goods Sold (Note-20)Administrative Expense (Note-21)Selling, Distributuion & Marketing Expenses (Note-22 & 23)

WrittenDown

Value as on30.06.2016

2,121,21585,641

4,032,55630,703,264

587,21511,762,74549,292,63548,432,594

RANGPUR FOUNDRY LIMITEDSchedule of Property, plant and equipment

As of 30 June, 2016

2,121,2152,530,520

41,197,199199,168,847

3,551,08823,305,766

271,874,635265,483,959

---

10,759,099-

6,421,37517,180,4746,390,676

2,121,2152,530,520

41,197,199209,927,946

3,551,08829,727,141

289,055,109271,874,635

30.06.201612,835,930

114,1113,370,392

16,320,433

-2,430,355

35,596,428167,956,967

2,864,28714,594,004

223,442,041207,366,946

31.12.201413,520,769

262,0562,292,270

16,075,095

-14,525

1,568,21511,267,715

99,5863,370,392

16,320,43316,075,095

-2,444,880

37,164,643179,224,682

2,963,87317,964,396

239,762,474223,442,041

-10%20%20%10%20%

Page 84: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

83

(Annexture - B)

30.06.2016Taka

31.12.2014Taka

123456789

1011121314151617181920212223242526272829303132333435363738

M/s A. Kalam TradersNew Al Amin HardwareM/s Bhuya MachaniresMother HardwearM/s Manik MachinariesM/s Rezaul Veraity storeM/s Saidul AluminiumM/s Nabil Cro.M/s Helal Varity StoreM/s Habib Parts CornerM/s Latif HardwareM/s Akkas AliM/s Firoj Gift houseMahabub & BrothersM/s.Firoj AluminiumM/s Akhondo Gift PlassM/s Sumon Aluminium StoreM/s Rimu EnterpriesM/s Jakia AluminiumM/s Babul Cycle StoreM/s New Vai Vai CrokariesM/s M.S Enterprise-1M/s Dhaka Aluminium StoreM/s Sikder ConstractionM/s Afra Trading - TurbineM/s Khan Sanitary HouseM/S Maa SanitaryM/s Hride EnterpriseM/s Momin & BrothersM/s Modina Traders @ SanitaryM/s New Mukit EnterpriseM/s Turfa International-2M/s Pritom Sanitary -2New Amir Ali SawdagorM/s Nazrul & Brothers Exclusive Tubewell HouseM/s Mozibur Aluminium StorsM/s Sahjahan AluminiumMd. Sha Alam ZM

10,44130,15036,281

4,0737,906

93,47699,288

9,9173,4116,0612,211

68,8275,406

480,96610,46349,881

9,20712,549

5,71123,572

7,2092,3495,0887,267

481,58023,879

7,5285,029

25,22115,65316,635

271,423118,109

20,70098,952

6,1839,105

95,943

--------------------------------------

RANGPUR FOUNDRY LIMITEDSchedule of Trade Receivables

As of 30 June 2016

Sl # Particulars

Page 85: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

84

30.06.2016Taka

31.12.2014Taka

81828384858687888990919293949596979899

100101102103104105Total

M/s Khan Sanitary HouseM/s Nipu Gift Corner & Varietyes StoreTamanna HardwearNew Al Amin HardwareM/s Paul TradersM/s Arafat H/WIbrahim MachinariesM/s Bhai Bhai HardwareDowlotpur MachinariesM/s Pome StoreM/s New Badsha TradersM/s Kakoli HardwareM/s Bhai Bhai TradersMahabub & BrothersM/s Esat EnterpriseM/s Talukder Machinaries StoreM/s Pritom general StoreNew North Bengal TradersM/s Shornaly TradersM/s Laxon & SonsBhai Bhai TradersBabul EnterpriseNew Sonali HardwareM/s Anik HardwareBaishakhi Traders

-------------------------

3,130,960

23,82923,92624,68629,75031,29531,32640,38141,38641,52542,64650,68364,78568,35173,58277,86383,37887,60997,358

100,621117,621127,080152,267155,937196,379438,900

2,653,084

Sl # Particulars

Page 86: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

85

(Annexture - C)

30.06.2016Taka

31.12.2014Taka

123456789

101112131415161718192021222324252627282930313233343536373839

Arab Brass Mfg-777Alif EnterpriseAl-Abyan EnterpriseA. R. ElectricBionic Engineering Berger Paints Bangladesh LtdThe Basundhara Steel HouseCapital SupplyBhai Bhai Paint & ElectricFakir Enginearing WorkshopHasina Metal & Engg WorksHassan Rubber & Engineering WorksJamil EnterpriseJanata ChemicalLinde Bangladesh LtdMeraz Engg.Banagram Road,DhakaMaisay CorporationM. R. Intech Fire ProtectionMoon MachineriesM/s. Macca Electric CorporationMACCA STEELMJL Bangladesh Ltd.Maimoon HardwareMehedi ElectricM.S. Engineering WorksMuazzem Rubber & PlasticNational Welding & EngineeringQutbi Mill StoreShahinur Charcol RangpurSafina EnterpriseDheren DasFour Star Machine HouseA K Enterprise-Head OfficeBiz Bangla-Head OfficeA. Safa Trading-Head OfficeAmena Enterprise-Head OfficeBhai Bhai Hardware & Tools-Head OfficeCity Thai & (S.S.) Steel Center-Head OfficeThe Basundhara Steel House-Head Office

--------------------------------

36,36711,90034,080

3,60724,600

9,60023,960

24,000650

1,92812,680

1,2009,9508,500

40,30092,64611,49535,005

1,00090,05285,150

2,530110,382

17,3922,7009,6002,025

56,60042,435

750500

36,6869,5004,8963,000

17,114119,667208,269

600-------

RANGPUR FOUNDRY LIMITEDSchedule of Trade Payables

As of 30 June 2016

Sl # Particulars

Page 87: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

86

30.06.2016Taka

31.12.2014Taka

40414243444546474849505152535455565758596061626364656667686970717273747576777879808182

Total

Durable Plastic Ltd.-Head OfficeElite Chemical Industries Ltd.-Head OfficeFahad Printers-Head OfficeGas Corner-Head OfficeHabib Enterprise-Head OfficeHNS Automobiles-Head OfficeJanaprio Leather Works-Head OfficeJoha Emporium-Head OfficeJALALABAD STEEL LTD-Head OfficeJ.K. TEXTILE & ENGINEERING WORKS-Head OfficeK.S.International-Head OfficeKalam Banijjaloy-Head OfficeLinde Bangladesh Ltd-Head OfficeMuzzem Rubber & Plastic,BCC Ro-Head OfficeM.H Trading & Engg Works-Head OfficeMIAMI ENTERPRISE-Head OfficeM.R. Ali and Co.-Head OfficeM.I Cement Factory Ltd-Head OfficeMuazzem Rubber & Plastic-Head OfficeMim Offset Printer-Head OfficeM.R. Chemicals-Head OfficeMareen Printers-Head OfficeMama Vagina Enterprise-Head OfficeNational Machinery Corporation-Head OfficeNarsingdi Traders-Head OfficeNatore Agro Ltd. (NAL)-Head OfficePackard Engineering,Topkhana R-Head OfficePoly Cable Industries Ltd.-Head OfficeQutbi Mill Store-Head OfficeRoyal Bengal Machineries-Head OfficeReza Engineering and Metal Bogra-Head OfficeRaiana Steel Agency-Head OfficeSaudia Electric Co.-Head OfficeSahida Enterprise-Head OfficeSohag Enterprise-Head OfficeRetail Technologies Limited-Head OfficeShamol Bangla Media Ltd.-Head OfficeTahura Printing & Press-Head OfficeT.R. ENTERPRISE-Head OfficeM/s. Yousuf Metal-Head OfficeZUMAR BAG INDUSTRIES LTD.-Head OfficeM/s. Zaman Traders -Head OfficeShisir Enterprise-Head Office

7,65756,89550,63817,64029,201

2,90046,32565,96628,200

2,7007,800

15,12515,40010,050

8,63211,41435,40037,620

7,5004,100

21,60023,79733,20028,400

5,25010,000

5,32834,50010,655

5,60047,31618,58993,719

6,512202,642

14,00053,09224,696

7,0502,500

47,520278,716

35,2241,615,183

-------------------------------------------

1,059,203

Sl # Particulars

Page 88: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

87

.................................... ..................................................Signature of the Proxy Signature of the Shareholder(s)Register Folio /BO ID................... Register Folio/BO ID.........................Date :........................................... Date :................................................

I/We.....................................................................................................................................of...........................................................................................................................................................................being a member of RANGPUR FOUNDRY LIMITED hereby appoint Mr/Mrs./Miss........................................................................................................................of..........................................................................................................................................as my/our proxy to attend and vote for me/us and on my/our behalf at the 36th Annual General Meeting of the Company to be held on day Thursday 15th December, 2016 at 10.30 a.m. and / or at any adjournment thereof. As witness I/We put my/our hand(s) this .................day of ............2016.

........................................(Signature of the witness)

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

NOTE :

I/we hereby record my/our attendance as Member/Proxy at the 36th Annual General Meeting being held on Thursday 15th December, 2016 at 10.30 a. m. at Trust Milonayaton, 545 Old Airport Road, Dhaka Cantonment, Dhaka-1206.

Name of Member(s).............................................................................................................Register Folio No/BO No......................Holding.................................. Ordinary Shares of Rangpur Foundry Limited.

Affix Revenue StampTk. 20/-

(Taka Twenty)

RANGPUR FOUNDRY LIMITEDPRAN-RFL Centre, 105, Middle Badda, Dhaka-1212

RANGPUR FOUNDRY LIMITEDSHAREHOLDER'S ATTENDANCE SLIP

PROXY FORM

................................................... ..........................................AUTHORISED SIGNATURE SIGNATURE VERIFIED

………………………….. ……………………………………Signature of the Proxy Signature of the Shareholder(s)N. B. Please present this slip at the Reception desk.

Page 89: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212

88

Page 90: Contents · 2017. 4. 17. · Directors' Report to the Shareholders 14 BSEC Compliance Report 40 ... PRAN-RFL Centre BSCIC Industrial Estate 105, Middle Badda Kellabond Dhaka -1212