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Contents

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

01
AT THE 35TH AGM
25TH JUNE, 2015

The Directors of the Company

The Shareholders of the Company

02
EPS Trends
( Calculated for 18 months , Year :2013-2014, 2015-2016)
6

0
2011 2012 2013 2013-14 2015-16

Financial
Institution
12.68%

Sponsors &
General Directors, 50.00%
Public, 37.32%

Ownership Distributionof Share' 2015-16

03
Growth in Share Holder's Equity
Calculated for 18 months, Year: 2013-14, 2015-16.

215,000
Share Holder's Equity (Value in TK'000)

210,000
205,000
200,000
195,000
190,000
185,000
180,000
175,000
170,000
165,000
160,000
2011 2012 2013 2013-14 2015-16
Equity 178,835 182,508 189,950 199,973 210,025

04
Earnings Before Interest & Tax
Calculated for 18 months, Year: 2013-14, 2015-16

80,000
70,000
EBIT (Value in TK'000)
60,000
50,000
40,000
30,000
20,000
10,000
0
2011 2012 2013 2013-14 2015-16
EBIT 34,524 36,997 39,339 59,866 75,023

05
Export Revenue( In '000Taka)
Calculated for 18 months accounts , Year: 2015-16

20,000 17,919
16,395
15,000

10,000
6,216
5,000 3,400 2,973

0
2011 2012 2013 2013-14 2015-16

FY: 2015-16
(18 months accounts) Administrative
Financial Expenses
Expenses 18%
31%

Marketing
Expenses
18%

Selling &
Distribution
Expenses
33%

FY: 2013-14
(18 months accounts)
Administrative
Expenses
14%
Marketing
Financial
Expenses
Expenses
14%
45%

Selling &
Distribution
Expenses
27%

06
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

07
BOARD OF DIRECTORS CORPORATE DIRECTORY
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
Senior Management

Director Finance Mrs. Uzma Chowdhury, CPA


Chief Financial Officer Mr. Choudhury Atiur Rasul
Company Secretary Mr. Muhammad Aminur Rahman, ACS

REGISTERED OFFICE FACTORY


PRAN-RFL Centre BSCIC Industrial Estate
105, Middle Badda Kellabond
Dhaka -1212 Rangpur
Phone:88-02-9881792, Fax:88-02-8837464
Web: www.rangpurfoundry.com

AUDITORS LEGAL ADVISERS


ACNABIN The Legal Empiricism
Chartered 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.

BANKERS
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

08
NOTICE OF 36TH ANNUAL GENERAL MEETING
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:

AGENDA

1. To receive, consider and adopt the Audited Accounts as of 30th June, 2016 together with
Reports 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.

By Order of the Board

October 27, 2016


Muhammad Aminur Rahman, ACS
Company Secretary

NOTES:
A. The Record Date/Book-Closure shall be on 17.11.2016.
B. 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.
C. 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.
D. Members are requested to notify change of address, if any, to the Company.
E. Admission to the meeting room will be strictly on production of the Attendance Slip sent with
the Annual Report.

09
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10
FIVE YEARS FINANCIAL STATISTICS
Value in' 000 Taka
st
1 Jan 2015 to
Particulars 2011 2012 2013 2014 st
30 June 2016
Authorized Capital 200,000 200,000 200,000 200,000 200,000
Paid up Capital 100,000 100,000 100,000 100,000 100,000
Turnover (Net) 685,967 754,056 804,838 892,117 1,476,900
Gross Margin 135,185 148,031 163,223 181,868 301,137
Profit Before Tax 34,523 36,997 39,339 40,777 75,024
Net Profit After Tax 25,979 28,382 28,442 32,023 55,052
Tangible Fixed Assets 72,148 63,017 53,217 48,433 49,293
Cumulative Reserve & Surplus 57,835 65,217 67,950 77,973 65,026
Shareholders’ Equity 178,835 186,217 189,950 199,973 210,026
Dividend Proposed 21.00% 21.00% 22% 22% 35% (23%+12%)
Return on Paid up Capital 25.98% 28.38% 28.44% 32.02% 55.05%
Book Value Per Share (Tk.) 17.88 18.62 18.76 20.00 21.00
Earning Per Share (Tk.) 2.60 2.84 2.84 3.20 5.51
Average Market Value Per Share (Tk.) 78.55 61.25 61.25 98.90 96.15
Price Earning Ratio (Times) 30.24 21.58 21.53 30.88 17.47

Number of Shareholders (30th June)


2013 2014 2015-2016
General Public 3203 3298 3045
ICB Investors Account 02 05 11
Financial Institutions 21 17 24
Sponsors 07 07 07
3,233 3,327 3,087

COMPANY PRODUCTS
*Tube Wells & Spares *Centrifugal Pumps

11
Profile of the Board of Directors

Ahsan Khan Chowdhury


Chairman

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.

Rathendra Nath Paul


Managing Director
[Nominated by M/s: Property Development Limited]

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. Sabiha Amjad


Director

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.

12
Chowdhury Kamruzzaman
Director
[Nominated by M/s: Property Development Limited]

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.

Mr. M.A.Mannan
Independent Director

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.

13
DIRECTORS' REPORT
TO THE SHAREHOLDERS
For the year ended 30 June 2016

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:

(Qty in MT)
Product Category
Jan 15-Jun 16 Jul’13-Dec’14 Sales Increase
Tubewell & Spares (CI Products) 12,451 11,205 11.12%
Irrigation Pumps & Others (CI products) 1,281 1,140 12.37%

(Qty in MT)
All CI Products
Jan 15-Jun 16 Jul’13-Dec’14 Increase
Installed Capacity 20,580 18,000 14.33%
Actual Production 15,706 11,733 33.86%
Utilization of Capacity 76% 65%

14
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.

15
The rate of inflation as recorded in Bangladesh on September, 2016 is 5.53 percent (Point to
Point basis).

Source: Bangladesh Bank /BBS

Source: Bangladesh Bureau of Statistics

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.

16
The comparatives on the financial performance of the Company for eighteen-month period to
June 30, 2016 are presented below:
30-Jun-16 30-Jun-14 % Increase
Particulars
(Taka) (Taka)
Revenue 1,476,900,359 1,315,450,031 12.27%
Cost of Sales 1,175,763,355 1,045,383,022 12.47%
Gross Profit 301,137,004 270,067,009 11.50%
Operating Expense 153,903,073 114,268,727 34.69%
Net Profit (Before Tax) 75,023,546 59,866,501 25.32%
Provision for Tax 19,971,061 14,638,874 36.40%
Net Profit after Tax 55,052,485 45,227,627 21.72%
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.

17
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.

Compliance dashboards for executive team, Design and document


program managers and key stakeholders control hierarchy (i.e.
Program management tools control attributes)
-Processes
-Risks
Executive sign- - Controls
offs, letters of Reporting
Process risk assessment
representation, Define control objectives
Certification
regulatory Develop baseline
reporting documentation
Process
certification More Effective,
Sustainable
Compliance Documentation
Deficiency
management
-Classification Compliance strategy
-Assignment Remediation Test plan creation
-Tracking Test assignment
Structured process Assessment Test execution
to remediate -Survey-based
issues, deficiencies -Automated
and weaknesses -Self-testing
Closed loop Test Review
auditable

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-

18
1. The financial statement that gives a true and fair view of the assets, liabilities, financial
positions, and profit or loss of the company.
2. 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.
3. 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.
4. 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.

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.

19
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:

Ethics :
A clearly ethical basis
to the business

Attaining Businuss Goals :


Appropriate goals, arrived
through the creation of a
suitable stakeholder decision
making 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

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.

20
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:

Ensure management directives are carried out in proper manner,


Set Company standards that fulfill company's mission & vision, and
Communicate regulations that apply to all personnel and all process flows.

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

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.

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:

(Amount in Taka)
Particulars
01-Jan-2015 to 30-June-2016 01 Jul-2013 to 31 Dec-2014

(a) Net Profit after Tax 55,052,485 45,227,627


(b) Appropriation Proposed:
(i) Interim Dividend Paid @23% for 2015 (23,000,000) Nil
(ii) Cash Dividend @22% for 2014 (22,000,000) (22,000,000)
(iii) Prior year Adjustment (Deffered Tax) Nil (3,708,892)
Transferred to Retained Earnings 10,052,485 19,518,735
Add. Accumulated Surplus 99,973,428 80,454,693
Balance Carry Forward 110,025,913 99,973,428

21
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.

Identification 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.
Impact It is concerned with assessing probability and impact of individual risks, taking
Assessment into account any interdependencies or other factors outside the immediate
scope under investigation.
Mitigation 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.
Monitoring 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.
Review 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.

22
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.

23
Following the meeting, the board was reconstructed as below:

Ahsan Khan Chowdhury Chairman

Rathendra Nath Paul Managing Director


(Representative from M/s: Property Development Limited)

Mrs. Sabiha Amjad Director

Chowdhury Kamruzzaman Director


(Representative from M/s: Property Development Limited)

Mr. M.A. Mannan Independent Director

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.

24
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:

Name Position in the Board Position in the Committee

Mr. M.A. Mannan Independent Director Chairman

Mr. Ahsan Khan Chowdhury Chairman Member

Mrs. Sabiha Amjad Director Member

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 -

Raw Materials Stock & purchase (Opening & Closing)


Production Capacity and Actual Production
Value of Work in process
Finished Goods

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.

25
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 Paul


Managing Director

26
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27
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28
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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
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n‡jv t

29
weeiYx 30 Ryb 2016 31 wW‡m¤^i 2014 cÖe„w×i kZKiv nvi
(UvKv) (UvKv)
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cwiPvjb e¨q 153,903,073 114,268,727 34.69%
bxU gybvdv (Ki c~e©) 75,023,546 59,866,501 25.32%
Ki mwÂwZ 19,971,061 14,638,874 36.40%
Ki cieZ©x bxU gybvdv 55,052,485 45,227,627 21.72%
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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
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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
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30
Av‡`k cÖwZcvjb e¨e¯’vcbv

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31
Avw_©K wee„wZmg~n‡Z we G Gm/ AvB G Gm/ we Gd Avi Gm/ AvB Gd Avi Gm Gi cÖ‡qvM

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Gi d‡j †Kv¤úvbxi Af¨š—‡i fvj wbqš¿Y c×wZ cÖwZwôZ n‡e|

32
cÖvwZôvwbK mykvm‡bi Rb¨ Avgv‡`i 5wU ¸iZ¡c~Y© Kg©bxwZ

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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|

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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×|
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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—vlRbKcÖwZcbœ 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

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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|

33
†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|

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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 |

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* mswkó AvBb I wewa Ges msNwewa †gvZv‡eK †Kv¤úvwbi †Rô¨ e¨e¯’vcbv Ges Kg©Pvix‡`i cvidig¨vÝ Ges
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* 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
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Dc‡hvRb wb‡P †`Iqv n‡jv t

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(K) Ki KZ©‡bi ci bxU gybvdv 55,052,485 45,227,627
(L) cÖ¯—vweZ Dc‡hvRb
(1) 2015 A_©eQ‡ii Rb¨ 23% nv‡i Aš—e©Z©xKvjxb jf¨vsk (23,000,000) bvB
(2) 2014 A_©eQ‡i 22% nv‡i bM` jf¨vsk (22,000,000) (22,000,000)
(3) Av‡Mi eQ‡ii mgš^q (wejw¤^Z Ki) bvB (3,708,892)
Avq ¯’vbvš—i 10,052,485 19,518,735
†hvMt mwÂZ D×…Z 99,973,428 80,454,693
AvbxZ †Ri 110,025,913 99,973,428

34
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|

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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¯—veGes 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|

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Gov‡bv Ges weiƒc cÖfve n«v‡mi Rb¨ c×wZ MÖnY Kiv n‡e| GwU GKwU †gŠwjK cÖwμqv hvi gva¨‡g Avgiv SuywK
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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|

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mbv³KiY eo ai‡Yi KvVv‡gvi GKwU eo Dcv`vb n‡jv SuywK mbv³KiY| Gi gv‡b n‡jv SuywK
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cÖfve g~j¨vqb 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|
jvNe 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|
Z`viwK 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|
ch©v‡jvPbv 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|

35
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
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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
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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¨
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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
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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

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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|

36
mfvi ci cwiPvjbv cl©` wbgœwjwLZ Dcv‡q c~YM©wVZ nq t

Avnmvb Lvb †PŠayix †Pqvig¨vb


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AvPiYwewa

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†gqv` 03 (wZb) eQi †gqv`Kvj m¤úbœ Ki‡eb| 16 GwcÖj 2016 Bs Zvwi‡L AbywôZ cwiPvjbv cl©‡`i Av‡iKwU
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n‡e|

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Rb¨ mycvwik Ki‡eb|

37
wbix¶v KwgwUi KvR

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39
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)

Compliance Status
Condition (put tick in Remarks
Title
No. appropriate column) (if any)
Complied Not Complied
1. Board of Directors:
1.1 Board's Size ( Number of Board members to be 5-20) 
1.2 Independent Directors:
1.2 (i) At least 1/5th of the total number of Directors of 
Board shall be Independent Directors
1.2 (ii) a) Who holds less than 1% shares of total paid-up 
shares of the Company;
1.2 (ii) b) 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;
1.2 (ii) c) Not having any pecuniary or otherwise relationship 
with the Company its subsidiary/associated
Companies;
1.2 (ii) d) Not a Member, Director or Officer on any Stock 
Exchange;
1.2 (ii) e) Not a Shareholder, Director or Officer of any Member 
of Stock Exchange;
1.2 (ii) f) Not or was not a partner or executive at present 
during the preceding 3 (three) years of the
Company's statutory audit firm;
1.2 (ii) g) Not be an Independent Director in more than 3 (three) 
listed Companies;
1.2 (ii) h) Not been convicted by a court of competent 
jurisdiction;
1.2 (ii) i) Not been convicted for a criminal offence involving 
moral turpitude;
1.2 (iii) Appointed by the Board of Directors approved by the 
shareholders in the Annual General Meeting (AGM);
1.2 (iv) Independent Director's post can't remain vacant for

N/A
more than 90 days;
1.2 (v) The Board shall lay down a code of conduct of all

Board Members and annual compliance be recorded;
1.2 (vi) The tenure of office for a period of 3(three) years,
 Mr. M.A.Mannan has been re-
appointed for final 03 years
which may be extended for 1 (one) from only; w.e.f: 29/04/2016

40
Compliance Status
Condition (put tick in Remarks
Title
No. appropriate column) (if any)
Complied Not Complied
1.3 Qualification of Independent Director
1.3 (i) A knowledgeable individual with integrity and able to 
ensure compliance with financial regulatory and
corporate laws and can make meaningful
contribution;
1.3 (ii) Being a Business Leader/ Corporate Leader/  N/
Bureaucrat/University Teacher (Economics / Business
/ Law) / CA / CMA / CS having 12 years of
management/professional experience

1.3 (iii) In special cases the above qualification may be Ahsan Khan Chowdhury
appointed as new Chairman of
relaxed subject to prior approval of the Commission; the Company w.e.f:27/10/2016
1.4 Appointment of Chairman and CEO, defining their 
roles
1.5 The Director's Report to Shareholders shall
include
1.5 (i) Industry outlook & possible future developments in 
the Industry.
1.5 (ii) Segment wise performance or product wise 
performance.
1.5 (iii) Risks and concerns. 
1.5 (iv) Discussion on cost of goods sold, Gross and Net 
profit Margin.
1.5 (v) Discussion on continuity of any Extra-Ordinary gain or NA
loss.
1.5 (vi) Basis for and a statement of related party transaction 
1.5 (vii) Utilization of proceeds from public issues, rights N/A
issues and/or through any others instruments.
1.5 (viii) An explanation if the financial results deteriorate after N/A
the Company goes for IPO, RPO, Rights offer, Direct
listing etc.
1.5 (ix) Significant variance between Quarterly Financial N/A
Performance and Annual Financial Statements.
1.5 (x) Remuneration to Directors including Independent

Director
1.5 (xi) Fairness presentation in financial statements

1.5 (xii) Maintaining proper books of accounts

1.5 (xiii) Consistent application of appropriate accounting

policies, and accounting estimates being reasonable
and prudent
1.5 (xiv) Followed the rules of IAS/BAS/FRS/BFRS and

adequate disclosure for any departure there-from, if
any

41
Compliance Status
Condition (put tick in Remarks
Title
No. appropriate column) (if any)
Complied Not Complied
1.5 (xv) Soundness and monitoring of internal control system 
1.5 (xvi) Statement regarding ability to continue as a going 
concern.
1.5 (xvii) Significant deviation from last year's operating results N/A
shall be highlighted & reason be explained;
1.5 (xviii) Presentation of key operation and financial data for 
last 5 (five) years.
1.5 (xix) If dividend has not declared for the years, reason N/A
should be given;
1.5 (xx) Number of Board Meeting held during the financial 
year & attendance by each
1.5 (xxi) Pattern of shareholding (along with name wise 
details) by-
1.5 (xxi) a) Parent/ Subsidiary/ Associated companies & related 
parties
1.5 (xxi) b) Disclosure of shareholding by Directors, CEO, 
Company Secretary, CFO, Head of Internal Audit &
their spouses and minor children.
1.5 (xxi) c) Executives(Top 5 salaried employees other than 
above)
1.5 (xxi) d) Shareholders holding 10% (ten) percent or more 
1.5 (xxii) In case of the appointment / re-appointment of a 
Director,
1.5 (xxii) a) Brief resume of the Director 
1.5 (xxii) b) Nature of his/her expertise 
1.5 (xxii) c) Other Companies' Directorship & membership of 
committees of the Board.
2. Chief Financial Officer (CFO), Head of Internal
Audit and Company Secretary (CS):
2.1 Appointment of a CFO, HOIA and CS and their roles

responsibilities and duties (CS)
2.2 Requirement to attend Board Meetings:

- Chief Financial Officer (CFO)
- Company Secretary (CS)
3. Audit Committee

3 (i) Having Audit Committee as a sub-committee of the

Board of Directors.
3 (ii) Audit Committee to assist the BOD in ensuring the

fairness of Financial Statements and a good
monitoring system
3 (iii) Duties of the audit committee clearly set forth in

writing.
3.1 Constitution of the Audit Committee

42
Compliance Status
Condition (put tick in Remarks
Title
No. appropriate column) (if any)
Complied Not Complied
3.1 (i) Audit Committee to be composed of at least 3 
members
3.1 (ii) Directors ( at least One Independent Director), as 
Audit committee members, to be appointed by BOD
3.1 (iii) Audit Committee members to be "financially literate" 
and at least one to have accounting/financial
experience
3.1 (iv) Fill up the vacancy immediately or not later than 1 
(one) month from vacancy(ies)
3.1 (v) Company Secretary will act as Secretary. 
3.1 (vi) Quorum of the audit committee with at least 1 (one) 
Independent Director.
3.2 Chairman of the Audit Committee
3.2 (i) Selection of the Chairman of the Audit Committee 
who shall be an Independent Director
3.2 (ii) Chairman of Audit Committee shall remain present in 
AGM.
3.3 Role of Audit Committee
3.3 (i) Oversee the financial reporting process 
3.3 (ii) Monitor choice of accounting policies and principles. 
3.3 (iii) Monitor Control Risk management process. 
3.3 (iv) Oversee hiring and performance of external auditors. 
3.3 (v) Annual financial statements review along with the 
management before submission to the Board for
approval.
3.3 (vi) Quarterly and half yearly financial statements review 
along with the management before submission to the
Board for approval.
3.3 (vii) Review adequacy of internal audit function.

3.3 (viii) Significant related party transaction review.

3.3 (ix) Statutory auditor's report review

3.3 (x) Review disclosures/statements /declarations about

uses of funds raised through IPO/RPO/Rights Issue
3.4 Reporting of the Audit Committee
3.4.1 Reporting to the Board of Directors
3.4.1 (i) Reporting its activities to the Board of Directors.

3.4.1 (ii) Report to the Board by Audit Committee

3.4.1 (ii) a) Conflict of interest. N/A
3.4.1 (ii) b) Suspected or presumed fraud or irregularity or N/A
material defect in the internal control system;
3.4.1 (ii) c) Suspected infringement of laws, including securities N/A
related laws, rules and regulations;
3.4.1 (ii) d) Any other matter; N/A

43
Compliance Status
Condition (put tick in Remarks
Title
No. appropriate column) (if any)
Complied Not Complied
3.4.2 Reporting to the Authority (BSEC) 
3.5 Reporting to the Shareholders and General Investors 
4. External/Statutory Auditors should not be engaged:
4 (i) Appraisal or valuation services or fairness opinions. 
4 (ii) Financial information systems design and 
implementation.
4 (iii) Book-keeping or accounting records or financial 
statements.
4 (iv) Broker-dealer services. 
4 (v) Actuarial services. 
4 (vi) Internal audit services. 
4 (vii) Any other service determined by the Audit 
Committee.
4 (viii) Possess any share by the partner or employees of 
the firm at least during the tenure of their audit
assignment;
4(ix) Audit/ Certification services on Compliance of 
Corporate Governance as required under Clause (i)
of Condition no:7
5. Subsidiary Company:
5 (i) Composition of Board of Directors. N/A
5 (ii) At least 1 (one) independent Director from holding N/A
Company.
5 (iii) Minutes of Board meetings of subsidiary company to N/A
be placed at following Board meeting of holding
company
5 (iv) Minutes of respective Board meeting of holding N/A
company to state that affairs of subsidiary company
be reviewed
5 (v) Review the financial statements by holding N/A
Company's audit committee:
6. Duties of Chief Executive Officer (CEO) and Chief
Financial Officer (CFO):
6. (i) Reviewing financing statements

6 (i) a) To certify that they have reviewed FS's which contain

no untrue or misleading statement or omit no material
fact.
6 (i) b) To certify that the statements present a true and fair

view of affairs and are in compliance with accounting
standards and applicable laws
6 (ii) To certify that no transaction is fraudulent, illegal or

violation of company's code of conduct
7. Reporting and compliance of Corporate Governance:
7 (i) Obtaining certificate regarding compliance and

sending it to shareholders along with the Annual
Report.
7 (ii) Statement of Directors in accordance with the

annexure attached whether the Company has
complied with.

44
ANNEXURE-II

Number of Board Meeting and the Attendance of Directors during the year 30th June, 2016
were as follows:
Name of the Directors Position Meeting held Attendance
Lt Col Mahtabuddin Ahmed (Retd) Chairman 11 11
Mr. Ahsan Khan Chowdhury Managing Director 11 10
Mrs Sabiha Amjad Director 11 11
Mr. M. A. Mannan Independent Director 11 11

ANNEXURE-III

Pattern of Shareholding as on 30th June, 2016


Name of the Shareholders Status Shares held %
i. Parent/Subsidiary/Associated - - -
Companies and other related parties
ii. Directors:
Mr. Ahsan Khan Chowdhury Chairman 10,27,500 10.28%
(Representative from
Mr. Rathendra Nath Paul Property Development Ltd) Managing Director 22,51,370 22.51%
Maj Gen Amjad Khan Chowdhury (Retd) Director 14,59,880 14.60%
Mrs Sabiha Amjad Director 2,50,000 2.5%
Mr. M . A. Mannan Independent Director Nil Nil
iii. Chief Executive Officer, Chief Financial Officer, Company Secretary, Head of Internal Audit and
their Spouses and Minor Children :
Mr. Ahsan Khan Chowdhury Chief Executive Officer 10,27,500 10.28%
Mr. Choudhury Atiur Rasul Chief Financial Officer 1,000 0.01%
Muhammad Aminur Rahman Company Secretary Nil Nil
Mr. Md. Alamin Head of Internal Audit Nil Nil
iv. Executive :
Mr. Parvez Ahammad Faruque Chief Operating Officer Nil Nil
Mr. Aurnab Sarker AGM(OPeration)
Mr. Md. Towfique Emam Serazy Financial Controller Nil Nil
Mr. Md. Chowdhury Fazle Akbar General Manager Nil Nil
Mr. Md. Nur Elahi Senior Manager (Production) Nil Nil
v. Shareholders holding 10% or more voting interest in the Company
Mr. Ahsan Khan Chowdhury Chairman 10,27,500 10.28%
(Representative from
Mr. Rathendra Nath Paul Property Development Ltd) Managing Director 22,51,370 22.51%
Maj Gen Amjad Khan Chowdhury (Retd) Director 14,59,880 14.60%

45
HUDA & CO.
Chartered Accountants

House No. 5 1, Road No. 13, Tel : 791 1445


Sector - 13, Uttara Model Mobile : 0 17 15 030 823
Town, Dhaka

Certificate on Compliance of Corporate


Governance 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 2016 HUDA & CO.


Place : Dhaka Chartered Accountants

46
October 27, 2016

To
The Board of Directors
Rangpur Foundry Limited
PRAN-RFL Centre
105 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:

i) (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.
ii) no transaction entered into by the company during the year which are fraudulent,
illegal or violation of the company's code of conduct.

Choudhury Atiur Rasul Rathendra Nath Paul


Chief Financial Officer Managing Director

47
REPORT OF THE AUDIT COMMITTEE
For the period 01 January 2015 to 30 June 2016

Composition of the Committee

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

Name Designation Position in the Committee


Mr. M. A. Mannan Independent Director Chairman
Mr. Ahsan Khan Chowdhury Chairman Member
Mrs. Sabiha Amjad Director Member

Scope of Audit

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.

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

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 the
country.

(b) 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;
(c) To review performance of the external auditor(s) for last Financial Year and
recommendation for new/re-appointment of auditor; and
(d) To review and consider internal auditors' report and observations pointed out by the
external auditors on existing internal control policy of the company.

48
Activities carried out by the committee during closing year

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.

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

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)

Reporting by the committee to the Shareholder's


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.

Recommendation to the Board


The committee recommended to the Board the following points:

i) The Financial Statements of the Company for the period 01 January 2015 to 30 June
2016 may be approved
ii) 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.

M.A.Mannan
Chairman
Audit Committee

49
Independent Auditor’s Report
To 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.

50
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, ACNABIN
27 October 2016 Chartered Accountants

51
RANGPUR FOUNDRY LIMITED
Statement of Financial Position
As of 30 June 2016
30.06.2016 31.12.2014
ASSETS Notes
Taka Taka
Non-Current Assets 49,292,635 58,884,663
Property, plant & equipment 4 49,292,635 48,432,594
Capital work in process - 10,452,069

Current Assets 427,355,650 335,186,963


Inventories 5 316,661,828 272,510,262
Trade receivables 6 3,130,960 2,653,084
Advance & deposits 7 64,956,666 43,698,631
Cash & bank balances 8 42,606,196 16,324,986
TOTAL ASSETS 476,648,285 394,071,626

EQUITY AND LIABILITIES

Shareholders' Equity 210,025,912 199,973,428


Share capital 9 100,000,000 100,000,000
Retained earnings 10 110,025,912 99,973,428

LIABILITIES

Non-current Liabilities
Deferred tax liabilities 11 391,007 716,989

Current Liabilities 266,231,366 193,381,209


Short term credit facilities 12 195,522,019 145,305,865
Trade payables 13 1,615,183 1,059,203
Liabilities for expenses 14 1,702,556 5,986,274
Security deposit of distributors 15 3,381,489 3,305,000
Provision for income tax 16 41,622,896 31,277,703
Workers Profit Participation Fund (WPPF) & WF Payable 17 4,326,979 2,038,830
Other Liabilities 18 18,060,244 4,408,334
TOTAL LIABILITIES 266,622,373 194,098,198
TOTAL EQUITY AND LIABILITIES 476,648,285 394,071,626

Net Assets Value (NAV) per share 28 21.00 20.00

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

Ahsan Khan Chowdhury Rathendra Nath Paul Muhammad Aminur Rahman


Chairman Managing Director Company Secretary

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

Dhaka, ACNABIN
27 October 2016 Chartered Accountants

52
RANGPUR FOUNDRY LIMITED
Statement of Profit or Loss and Other Comprehensive Income
For the period from 01 January 2015 to 30 June 2016

01 Jan 2015- 01 Jul 2013-


30 Jun 2016 31 Dec 2014
Taka Taka

Net sales revenue 19 1,476,900,359 1,315,450,031


Less: Cost of goods sold 20 1,175,763,355 1,045,383,022
Gross Profit 301,137,004 270,067,009

Less: Operating expenses 153,903,073 114,268,727


Administrative expenses 21 39,786,920 29,995,208
Selling & distribution expenses 22 73,963,732 55,687,592
Marketing expenses 23 40,152,421 28,585,927
Gross Operating Profit for the period 147,233,931 155,798,282
Less: Finance cost 24 68,459,209 92,991,744
Net Operating Profit for the period 78,774,722 62,806,538
Add: Non operating income
Profit before contribution to WPPF & WF 78,774,722 62,806,538
Less: Provision for contribution to WPPF & WF 25 3,751,177 2,940,037
Net profit before income tax 75,023,545 59,866,501
Less: Income tax expenses 19,971,061 14,638,874
Current tax 26 20,297,043 17,630,775
Deferred tax income 11.1 (325,982) (2,991,901)
Net Profit after income tax 55,052,484 45,227,627

Total comprehensive income for the period 55,052,484 45,227,627

Earnings Per Share (EPS) 27 5.51 4.52

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

Ahsan Khan Chowdhury Rathendra Nath Paul Muhammad Aminur Rahman


Chairman Managing Director Company Secretary

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

Dhaka, ACNABIN
27 October 2016 Chartered Accountants

53
RANGPUR FOUNDRY LIMITED
Statement of Changes in Equity
For the period from 01 January 2015 to 30 June 2016
54

(Amount in Taka)
Share Retained Total
Particulars
Capital Earnings Equity
Balance as on 01 January 2015 100,000,000 99,973,428 199,973,428
Net Profit for the period - 55,052,484 55,052,484
Cash dividend paid for 2015 - (23,000,000) (23,000,000)
Cash dividend paid for 2014 - (22,000,000) (22,000,000)
Balance as on 30 June 2016 100,000,000 110,025,912 210,025,912

Balance as on 01 Jul 2013 100,000,000 80,454,693 180,454,693


Net Profit for the period - 45,227,627 45,227,627
Changes in Accounting Policy (Deferred tax effect up to 2011) - (3,708,892) (3,708,892)
Cash dividend paid for 2013 - (22,000,000) (22,000,000)
Balance as on 31 December 2014 100,000,000 99,973,428 199,973,428

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

Dhaka, Ahsan Khan Chowdhury Rathendra Nath Paul Muhammad Aminur Rahman
27 October 2016 Chairman Managing Director Company Secretary
RANGPUR FOUNDRY LIMITED
Statement of Cash Flows
For the period from 01 January 2015 to 30 June 2016

01 Jan 2015- 01 Jul 2013-


30 Jun 2016 31 Dec 2014
Taka Taka
A. Cash flows from operating activities

Cash receipts from customers 1,484,446,425 1,316,919,936


Payment to suppliers (1,056,391,603) (919,888,732)
Payments for direct and indirect expenses (325,078,539) (234,599,387)
Payment of refundable deposit 76,489 (219,210)
Interest paid (64,440,368) (92,452,288)
Advance income tax (21,647,497) (12,082,419)
Net cash flow from operating activities 16,964,907 57,677,900

B. Cash flows from investing activities

Acquisition of property, plant & equipment (6,728,405) (16,842,745)


Net cash used in investing activities (6,728,405) (16,842,745)

C. Cash flows from financing activities

Receipt/(repayment) of short term credit facilities 47,392,798 1,543,097


Payment of dividend (31,348,090) (42,446,811)
Net cash flow from/(used in) financing activities 16,044,708 (40,903,714)

D. Net increase in cash and bank balances (A+B+C) 26,281,210 (68,559)


E. Cash & Bank Balances at beginning of the period 16,324,986 16,393,545
F. Cash & Bank Balances at end of the period(*) 42,606,196 16,324,986

Net Operating Cash Flow Per Share (NOCFPS) (Note: 29) 1.70 5.77

(*) Cash & bank balances


Cash in hand 5,598,897 4,286,476
Cash at bank 37,007,299 12,038,510
Total 42,606,196 16,324,986

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

Ahsan Khan Chowdhury Rathendra Nath Paul Muhammad Aminur Rahman


Chairman Managing Director Company Secretary

Dhaka,
27 October 2016

55
RANGPUR FOUNDRY LIMITED
Notes to the Financial Statements
For the period from 01 January 2015 to 30 June 2016

1. The background and business activities of the Company

1.1 Status of the Company

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.
1.2 Nature of business

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.

2. Basis of preparation of Financial Statements

2.1 Statement of compliance

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.

2.2 Other regulatory compliance


As required, Rangpur Foundry Limited also complies with the applicable provisions of the following major
laws/ statutes:
The Income Tax Ordinance 1984;
The Income Tax Rules 1984;
The Value Added Tax Act 1991;
The Value Added Tax Rules 1991 and
The 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


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

56
2.5

2.6

2.7

2.8

2.9

3.

3.1

57
3.1.1 Value Added Tax exempted products

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.

3.2 Property, plant and equipment


3.2.1 Recognition and measurement

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.

3.2.2 Depreciation

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:

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

3.3 Financial assets

3.3.1 Trade receivables

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.

3.3.2 Cash and bank balance

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

58
3.3.3 Advances and deposits

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

3.4 Financial liabilities

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.

3.5 Impairment

(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.

3.6 Inventories

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.
3.7 Provisions

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.

59
3.8 Income tax expense

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.
3.8.1 Current tax
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:

Year Tax rate


2014-2015 27.50%
2015-2016 25.00%
The company qualifies as a “Publicly Traded Company”; hence the applicable Tax Rate is 25%.

3.8.2 Deferred tax

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.

3.9 Borrowing cost

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

3.10 Employee benefits

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.

60
3.11 Contribution to Workers’ Profit Participation and Welfare Fund

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.
3.12 Proposed dividend

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.
3.13 Earnings Per Share (EPS)

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.

3.14 Foreign currency transactions

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.
3.15 Statement of cash flows

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.

3.16 Related party disclosures

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.

61
3.17 Event after reporting period

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.

3.18 Status of compliance of Bangladesh Accounting Standards

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

BAS Title Remarks


1 Presentation of Financial Statements Complied
2 Inventories Complied
7 Statement of Cash Flows Complied
8 Accounting Policies, Changes in Accounting Estimates and Errors Complied
10 Events after the Reporting Period Complied
12 Income Taxes Complied
16 Property, Plant & Equipment Complied
18 Revenue Complied
19 Employee Benefits Complied
21 The Effects of Changes in Foreign Exchange Rates Complied
23 Borrowing Costs Complied
24 Related Party Disclosures Complied
32 Financial Instruments: Presentation Complied
33 Earnings per Share (EPS) Complied
37 Provisions, Contingent Liabilities and Contingent Assets Complied
39 Financial Instruments: Recognition and Measurement Complied

BFRS Title Remarks


7 Financial Instruments: Disclosures Complied
12 Disclosure of Interest in Other Entities Complied

3.19 Comparative information

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.

3.20 General

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.

62
30.06.2016 31.12.2014
Taka Taka
4. Property, plant and equipment

A. Cost
Opening balance 271,874,635 265,483,959
Add: Addition during the period 17,180,474 6,390,676
Total 289,055,109 271,874,635

B. Accumulated depreciation
Opening balance 223,442,041 207,366,946
Add: Charged during the period 16,320,433 16,075,095
Total 239,762,474 223,442,041
C. Written down value (A-B) 49,292,635 48,432,594

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

5. Inventories

Raw materials (Note: 20.3) 255,196,454 214,845,464


Work-in-process (Note: 20.6) 17,561,867 20,542,244
Finished goods (Note: 20.7) 43,903,507 37,122,554
316,661,828 272,510,262

6. Trade receivables

Opening balance 2,653,084 2,546,445


Add: Addition during the period 1,484,924,301 1,315,450,031
1,487,577,385 1,317,996,476
Less: Adjusted during the period 1,484,446,425 1,315,343,392
3,130,960 2,653,084

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.
30.06.2016 31.12.2014
Taka Taka
The aging of above trade receivables as at the statement of financial position date was:

Past due 0-30 days 3,130,960 2,653,084


Past due 31-90 days - -
Past due more than 90 days - -
3,130,960 2,653,084
A list of trade receivables is given in Annexure-B.

63
30.06.2016 31.12.2014
Taka Taka
7. Advances & deposits

Advances (Note: 7.1) 61,672,813 41,614,778


Deposits (Note: 7.2) 3,283,853 2,083,853
64,956,666 43,698,631

7.1 Advance

Suppliers (Note:7.1.1) 19,522,547 12,567,543


Income tax (Note:7.1.2) 38,195,641 26,499,994
VAT 3,714,610 2,068,074
Employees 101,633 479,167
Advance against Insurance 138,382 -
61,672,813 41,614,778
7.1.1 Suppliers

Foreign suppliers 15,024,013 9,037,574


Local suppliers 4,498,535 3,529,969
19,522,547 12,567,543
7.1.2 Advance against income tax

Opening balance 26,499,994 31,928,528


Add: Addition during the period 21,647,497 12,082,419
48,147,491 44,010,947
Less: Adjustment during the period 9,951,850 17,510,953
38,195,641 26,499,994

7.2 Deposits

Security deposits 3,269,228 2,069,228


CDBL security deposit 14,625 14,625
3,283,853 2,083,853

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 35,257,401 39,689,495


Advance and deposit not exceeding 6 months 29,699,265 4,009,136
Other adavance and deposit less provision - -
Advance and deposit considered good and secured - -
Advance and deposit considered good without secured 64,956,666 43,698,631
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) 5,598,897 4,286,476


Cash at bank (Note: 8.2) 37,007,299 12,038,510
42,606,196 16,324,986

64
30.06.2016 31.12.2014
Taka Taka
8.1 Cash in hand

Head office 4,415,366 3,079,199


Factory 1,183,531 1,207,277
5,598,897 4,286,476

8.2 Cash at bank

In local currency (Note: 8.2.1) 25,238,070 5,141,850


In foreign currency (Note: 8.2.2) 11,769,229 6,896,660
37,007,299 12,038,510

8.2.1 In local currency

Name of Bank A/C No. Branch Type


Prime Bank Limited 10411040000558 Motijheel 483,885 948,222
Uttara Bank Limited 154512200211772 Corporate CD 2,395 3,613,680
United Commercial Bank Limited 1132101000002917 Pragoti Sarani 118,323 -
HSBC 001090513011 Kawran Bazar 192,908 -
HSBC 001090513012 Kawran Bazar OD 2,316,172 10
Dutch Bangla Bank Limited 1621100002732 Rangpur 6,643,655 579,938
Standard Chartered Bank 01333684001 Motijheel 15,480,732 -
25,238,070 5,141,850

8.2.2 In foreign currency

Name of Bank A/C No. Branch Type


Bank Asia Limited 3,636,149 -
00742000924 Scotia FC
8,133,080 6,896,660
00742000029
11,769,229 6,896,660
9. Share capital

Authorised

20,000,000 Ordinary Shares of Taka 10 each 200,000,000 200,000,000

Issued, Subscribed and Paid up

9,000,000 Ordinary Shares of Taka 10 each fully paid up in cash 90,000,000 90,000,000
1,000,000 Ordinary Shares of Taka 10 each issued as bonus shares 10,000,000 10,000,000
100,000,000 100,000,000

65
30.06.2016 31.12.2014
% of Holding
No. of Shares No. of Shares

Maj Gen Amjad Khan Chowdhury (Retd)* 14.60% 1,459,880 1,459,880


Mrs. Sabiha Amjad 2.50% 250,000 250,000
Mr. Ahsan Khan Chowdhury 10.28% 1,027,500 1,027,500
Mrs. Sheira Chowdhury 0.04% 3,750 3,750
Mrs. Uzma Chowdhury 0.04% 3,750 3,750
Mr. Azhar JK Chowdhury 0.04% 3,750 3,750
Property Development Ltd. 22.50% 2,251,370 2,251,370
General Public 37.32% 3,732,500 3,961,500
Financial Institutions 12.68% 1,267,500 1,038,500
100% 10,000,000 10,000,000

*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:
30.06.2016 31.12.2014
% of Holding
No. of Shares No. of Shares
Share holdings range
Upto 500 2.40% 1,956 1,940
501 -1,000 2.28% 782 806
1,001 - 15,000 44.71% 338 570
15,001 - 25,000 0.02% 5 5
25,001 - 50,000 0.00% - -
50,001 - 100,000 0.70% 1 1
Above 100,000 49.89% 5 5
100% 3,087 3,327

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 99,973,428 80,454,693


Add : Addition during the period 55,052,484 45,227,627
155,025,912 125,682,320
Changes in Accounting Policy (Deferred tax effect up to 2011) - (3,708,892)
Cash dividend paid (2014 & 2015) (45,000,000) (22,000,000)
110,025,912 99,973,428

11. Deferred tax liabilities


Carrying Taxable/ (deductible)
Tax base
amount temporary difference
30 June 2016

Property, plant and equipment excluding


land and land development 47,171,420 45,607,393 1,564,027

Applicable tax rate 0.25

Deferred tax liabilities 391,007

66
31 December 2014

Property, plant and equipment excluding


land and land development 46,311,379 43,704,145 2,607,234

Applicable tax rate 0.275


Deferred tax liabilities 716,989
01 Jan 2015- 01 Jul 2013-
30 Jun 2016 31 Dec 2014
Taka Taka

11.1 Deferred tax (expense)/income

Deferred tax liabilities at the beginning of the period 716,989 3,708,890


Deferred tax liabilities at the end of the period 391,007 716,989
Deferred tax (expense)/income recognised directly in profit 325,982 2,991,901

30.06.2016 31.12.2014
12. Short term credit facilities Taka Taka

Cash credit 34,347,921 47,727,182


Trust receipt 93,073,469 41,392,816
Overdraft 68,100,629 56,185,867
195,522,019 145,305,865

Particulars of the above time loans are given below:


Name of
Bank Name Account no. Sanction limit Particulars
facility
Bank Asia Ltd. 00733000572 OD 10,00,00,000 Purpose: Working Capital
Tenor: 1 Year
Nature: Deferred LC
Interest Rate: 10%
Outstanding Balance: 59,263,721
AB Bank 4205-145132-000 OD 6,60,00,000 Purpose: Working Capital
Tenor: 1 Year
Nature: OD
Interest Rate: 11%
Outstanding Balance: 88,290,247
HSBC 001-090513-011 OD 1,00,00,000 Purpose: Working Capital
Tenor: 1 Year
Nature: OD
Interest Rate: 10%
Outstanding Balance: 13,620,130
Standard Chartered Bank 01333684001 OD 20,000,000 Purpose: Working Capital
Tenor: 1 Year
Nature: OD
Interest Rate: 12.50%
Outstanding Balance: 0
Prime Bank Limited 10473620022247 OD 11,00,00,000 Purpose: Working Capital
Tenor: 1 Year
Nature: OD
Interest Rate: 11.75%
Outstanding Balance: 34,347,921

67
30.06.2016 31.12.2014
Taka Taka

13. Trade payables

Opening balance 1,059,203 955,455


Add: Addition during the period 435,617,481 315,093,061
436,676,684 316,048,516
Less: Paid during the period 435,061,501 314,989,313
1,615,183 1,059,203

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 1,615,183 1,059,203
Past due 31-90 days - -
Past due over 91 days - -
1,615,183 1,059,203

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

14. Liabilities for expenses

Salary and allowance - 4,309,751


Audit fee 100,000 165,000
Office rent 252,500 384,750
Utilities 1,328,994 1,034,873
TDS from salary 21,062 91,900
1,702,556 5,986,274

15. Security deposit of distributors 3,381,489 3,305,000

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

16. Provision for income tax

Opening balance 31,277,703 31,157,881


Add: Provision made during the period 20,297,043 17,578,444
51,574,746 48,736,325
Less: Adjusted during this period 9,951,850 17,458,622
41,622,896 31,277,703
Year-wise provision detail is stated below:
2010 - 7,753,296
2012 9,951,850 8,687,486
2013 11,079,563 11,079,563
2014 11,510,654 11,510,654
2015 12,558,433 -
2016 6,474,246 -
51,574,746 39,030,999
9,951,850 7,753,296
Less : Adjusted during this period (for income year 2012) 41,622,896 31,277,703

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


2,038,830 7,331,148
Opening Balance 3,751,177 2,940,037
Add: Addition during the period 575,802 655,674
Interest 6,365,809 10,926,859
2,038,830 8,888,029
Less: Paid during the period 4,326,979 2,038,830

68
30.06.2016 31.12.2014
Taka Taka
18. Other liabilities

Unclaimed dividend (Note: 18.1) 4,266,708 4,408,334


Dividend payable (Note: 18.2) 13,793,536 -
18,060,244 4,408,334
18.1 Unclaimed dividend

1999 to 2009 1,343,666 810,789


2010 956,599 532,877
2011 520,190 956,599
2012 352,942 520,190
2013 707,029 352,942
2014 386,282 1,234,937
4,266,708 4,408,334

18.2 Dividend payable

Dividend declared for year 2015 23,000,000 -


Less: Paid during the period (9,206,464) -
Dividend payable 13,793,536 -

69
01 Jan 2015 - 01 Jul 2013 -
30 Jun 2016 31 Dec 2014
Taka Taka

19. Net sales revenue

Domestic sales net of VAT (Note: 19.1) 1,458,980,846 1,299,054,767


Export sales 17,919,513 16,395,264
1,476,900,359 1,315,450,031
19.1 Domestic sales net of VAT

VATable sales 61,516,884 12,086,834


Less: VAT 8,023,941 1,576,544
Net VATable sales 53,492,943 10,510,290
Add: Non-VATable sales 1,405,487,903 1,288,544,477
1,458,980,846 1,299,054,767
20. Cost of goods sold

Opening stock of raw materials (Note: 20.1) 214,845,464 215,790,573


Purchased of raw materials during the period (Note: 20.2) 1,056,947,583 919,992,480
Closing stock of raw materials (Note: 20.3) (255,196,454) (214,845,464)
Material consumed (Note: 20.4) 1,016,596,593 920,937,589
Manufacturing expenses (Note:20.5) 150,131,409 122,439,424
Depreciation 12,835,930 13,520,769
Total manufacturing cost 1,179,563,932 1,056,897,782
Opening work in process (Note: 20.6) 20,542,244 2,132,847
Closing work in process (Note: 20.6) (17,561,867) (20,542,244)
Cost of production 1,182,544,309 1,038,488,385
Opening stock of finished goods (Note: 20.7) 37,122,554 44,017,191
Closing stock of finished goods (Note: 20.7) (43,903,508) (37,122,554)
1,175,763,355 1,045,383,022

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:
Jan'15 - Jun'16 Jul'13 - Dec'14
Product Category
Qty in MT Value in Taka Qty in MT Value in Taka
Tubewell & Spares (CI Products) 12,451 1,339,194,985 11,205 1,188,772,898
Irrigation Pump & Others (CI Products) 1,281 145,729,315 1,140 128,253,677
Total 13,732 1,484,924,300 12,346 1,317,026,575

20.1 Item wise quantity and value of opening stock of raw materials
30.06.2016 31.12.2014
Item Unit Quantity
Taka Taka
Pig iron MT 2,568 28,360,144 77,844,488
Coke MT 267 25,895,866 34,918,922
Ship scrap MT 3,360 75,459,394 60,695,117
Lime stone MT 2 232,851 22,413
Steam coal MT 5 70,193 1,136
Charcoal MT 23 5,040,173 785,234
Fire brick PCS 1,133 2,155,100 605,352
Nut & bolt MT 15 2,975,037 3,013,539
Piston rod MT 48 3,674,091 8,068,407
PVC bucket PCS 85,173 1,678,822 930,598
Check valve PCS 876,573 22,866,348 19,216,626
Store materials Taka 46,437,445 9,688,742
214,845,464 215,790,573

70
20.2 Item wise quantity and value of raw materials purchased
01 Jan 2015 - 01 Jul 2013 -
Item Unit Quantity 30 Jun 2016 31 Dec 2014
Taka Taka
Pig iron MT 1,998 191,767,698 75,962,782
Coke MT 160 44,259,044 64,160,294
Ship scrap MT 5,705 492,080,709 444,748,982
Lime stone MT 30 377,767 1,277,491
Steam coal MT 9 598,952 1,376,642
Charcoal MT 113 2,565,057 10,240,834
Fire brick PCS 16,485 3,862,280 8,525,609
Nut & bolt MT 49 8,850,417 11,491,054
Piston rod MT 69 7,209,361 16,806,241
PVC bucket PCS 356,902 3,453,567 7,133,674
Check valve PCS 1,206,268 68,902,538 66,674,223
Store materials Taka 233,020,196 211,594,656
1,056,947,583 919,992,480

20.3 Item wise quantity and value of closing stock of raw materials
30.06.2016 31.12.2014
Item Unit Quantity
Taka Taka
Pig iron MT 2,950 83,082,235 28,360,144
Coke MT 160 5,606,368 25,895,866
Ship scrap MT 4,048 136,444,128 75,459,394
Lime stone MT 2 12,662 232,851
Steam coal MT 5 100,920 70,193
Charcoal MT 12 81,194 5,040,173
Fire brick PCS 7,709 589,668 2,155,100
Nut & bolt MT 25 1,383,358 2,975,037
Piston rod MT 27 917,599 3,674,091
PVC bucket PCS 39,493 105,236 1,678,822
Check valve PCS 219,917 4,760,273 22,866,348
Store materials Taka 22,112,814 46,437,445
255,196,454 214,845,464

20.4 Item wise details of consumption of raw materials


01 Jan 2015 - 01 Jul 2013 -
Item Unit Quantity 30 Jun 2016 31 Dec 2014
Taka Taka
Pig iron MT 27,642 137,039,607 87,480,023
Coke MT 33,067 64,548,541 67,173,486
Ship scrap MT 34,362 431,101,975 448,569,035
Lime stone MT 6,240 597,956 1,186,764
Steam coal MT 21,750 568,225 1,585,030
Charcoal MT 6,434 7,524,036 8,523,690
Fire brick PCS 75 5,427,712 8,713,838
Nut & bolt MT 62,292 10,442,094 14,579,628
Piston rod MT 33,657 9,965,853 27,949,651
PVC bucket PCS 3 5,027,153 6,710,296
Check valve PCS 24 87,008,614 55,757,509
Store materials Taka 257,344,826 192,708,638
1,016,596,593 920,937,589

71
01 Jan 2015 - 01 Jul 2013 -
30 Jun 2016 31 Dec 2014
Taka Taka

20.5 Manufacturing expenses

Salary, allowances & wages 111,758,264 91,607,868


Carriage, loading & unloading 7,904,427 7,387,756
Travel & conveyance 220,856 201,629
Printing & stationery 264,914 237,851
Repairs & maintenance 1,623,545 1,408,868
Postage, telephone & fax 599,003 468,886
Power & fuel 26,654,935 19,942,053
Entertainment 294,313 260,029
Medical & sanitation 201,652 188,149
Insurance 609,500 736,335
150,131,409 122,439,424

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


Amount in
Unit Quantity
Taka
Stock as on 01 January 2015
Tubewell & others PCS 344 16,306,823
Pump & others PCS 28 4,235,421
20,542,244
Stock as on 30 June 2016
Tubewell & spares PCS 123 9,161,426
Centrifugal pump & others PCS 114 8,400,441
17,561,867

20.7 Item wise quantity and value of finished goods are as follows
Amount in
Unit Quantity
Taka
Stock as on 01 January 2015
Tubewell & spares PCS 425 34,148,219
Centrifugal pump & others PCS 47 2,974,335
37,122,554
Stock as on 30 June 2016
Tubewell & others PCS 451 38,587,674
Pump & others PCS 62 5,315,834
43,903,508

21. Administrative expenses

Salary & allowances 27,321,208 18,767,036


Travel & conveyance 1,806,050 1,417,909
Printing & stationery 553,046 476,765
Postage 71,395 57,112
Telephone, telex & fax 697,690 511,209
Entertainment 465,349 489,056
Office rent 4,625,000 4,122,500
Repairs & maintenance 786,413 605,589
Fuel & electricity 1,511,327 1,218,192
Fees & renewals 949,532 886,467
Insurance 165,997 202,872

72
01 Jan 2015 - 01 Jul 2013 -
30 Jun 2016 31 Dec 2014
Taka Taka

Audit fee 301,250 257,806


Employee training 103,269 79,998
Medical & sanitation 94,738 74,714
AGM Expenses 220,545 565,930
Depreciation 114,111 262,054
39,786,920 29,995,208
22. Selling & distributuion expenses

Salary & allowances 44,565,308 30,832,154


Travel & conveyance 3,010,085 2,329,167
Printing & stationery 921,744 783,815
Postage 118,992 93,907
Telephone, telex & fax 1,162,817 839,101
Entertainment 775,584 805,330
Carriage outwards & fuel 14,796,551 12,243,032
Loading & unloading 5,052,773 5,142,807
Depreciation 2,359,275 1,610,410
Forwarding expenses 34,543 36,821
Sales incentive 1,166,060 971,049
73,963,732 55,687,592
23. Marketing expenses

Salary & allowances 18,275,476 12,957,596


Travel & conveyance 1,201,831 979,287
Printing & stationery 368,697 328,638
Postage 47,596 39,354
Telephone, telex & fax 465,127 353,719
Entertainment 310,235 335,799
Depreciation 1,011,117 681,860
Advertisement 18,472,342 12,909,673
40,152,421 28,585,927
24. Financial expenses

Interest on working capital loan 66,755,085 92,043,313


WPPF interest 575,802 408,974
Exchange loss/(gain) 511,722 (31,240)
Bank charges 616,600 570,697
68,459,209 92,991,744

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 20,297,043 17,630,775

27. Earnings Per Share

Net profit attributable to the ordinary shareholders (Net Profit after Tax) 55,052,484 45,227,627
Weighted average number of ordinary shares outstanding during the period 10,000,000 10,000,000
5.51 4.52

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

73
30.06.2016 31.12.2014
Taka Taka
28. Net Assets Value (NAV) per share

Total Assets 476,648,285 394,071,626


Total Liabilities 266,622,372 194,098,198
Net Assets Value 210,025,913 199,973,428
Number of ordinary shares outstanding during the period 10,000,000 10,000,000
21.00 20.00

29. Net operating cash flow per share (NOCFPS)

Net cash generated from operating activities 16,964,907 57,677,900


Number of ordinary shares outstanding during the period 10,000,000 10,000,000
1.70 5.77

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:
Quantity in MT
Production capacity (CI Product)
Jan'15-Jun'16 Jul'13-Dec'14
Installed capacity 20,580 18,000
Actual production 15,706 11,733
Utilization of capacity 76% 65%

32. Claim not acknowledged

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

74
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.


Amount in USD
01 Jan 2015 - 01 Jul 2013 -
30 Jun 2016 31 Dec 2014
35. Payments in foreign currency

Import of machineries - 93,408


Import of raw materials 3,693,879 2,381,094

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.

75
38.1 Credit risk

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.
30.06.2016 31.12.2014
Taka Taka
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 3,130,960 2,653,084


Advance & deposits 64,956,666 43,698,631
Cash & bank balances 42,606,196 16,324,986
110,693,822 62,676,701

(Amount in Taka)
Short Term Accounts Other Liabilities
Loan Payable & Provision
38.2 Liquidity risk

As at 30 June 2016
Carrying amount 195,522,019 1,615,183 69,094,164
Interest rate - - -
Contractual cash flows 195,522,019 1,615,183 69,094,164
Within 6 months or less 195,522,019 1,615,183 15,496,092
Within 12 months - - 49,331,364
Within 2-6 years - - 4,266,708

As at 31 December 2014
Carrying amount 145,305,865 1,059,203 47,016,141
Interest rate - - -
Contractual cash flows 145,305,865 1,059,203 47,016,141
Within 6 months or less 145,305,865 1,059,203 5,986,274
Within 12 months - - 2,038,830
Within 2-6 years - - 38,991,037

38.3 Market risk

Interest rate risk

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.

76
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:
30.06.2016
Carrying Amount Fair Value
Loans and receivables

Trade receivables 3,130,960 3,130,960


Cash and bank balances 42,606,196 42,606,196
Liabilities carried at amortized costs
Short term credit facilities 195,522,019 195,522,019
Accounts payables 1,615,183 1,615,183
Other liabilities and provision 69,088,888 69,088,888
31.12.2014
Carrying Amount Fair Value

Loans and receivables

Trade receivables 2,653,084 2,653,084


Cash and bank balances 16,324,986 16,324,986

Liabilities carried at amortized costs -


Term loan-non current portion - -
Financial lease obligation, net of current portion -
Accounts payables 1,059,203 1,059,203
Other liabilities and provision 47,016,141 47,016,141

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:
30.06.2016 31.12.2014
USD USD
Foreign currency denominated assets

Bank Asia Limited FC (ERQ) 46,377 85,905


Bank Asia Limited FC (RAD) 103,732 -
150,109 85,905
Foreign currency

Trade payables (1,154,165) (527,828)


Net Exposure (1,004,056) (441,923)

77
39. Related party disclosure
Name of the firms/companies
(%) of
Name of Directors/ Status in in which interested is the Status in
SI Holding/Interest
Shareholders RFL proprietor, partner, director, interested entity in the concern as
managing agent, guarantor,
on 30.06.2016
employee etc.
Agricultural Marketing Co Ltd Director 9.15%
Property Development Limited Director 94.04%
Pran Food Limited Director 96.95%
Banga Trading House Limited Director 25%
Bangladesh Lift Industries Director 71.43%
Pran Agro Limited Director 82.63%
Banga Agro Processing Limited Director 99.95%
Pran Agro Business Limited Director 99.96%
RFL Plastics Limited Director 99.88%
Pran Dairy Limited Director 50.99%
Pran Confectionary Limited Director 99.83%
Pran Export Limited Director 99.98%
Pran Beverage Limited Director 99.99%
Banga Plastics Industries Limited Director 99.80%
Mymensingh Agro Limited Director 99.99%
Banga Building Materials Limited Director 90.91%
Accessories World Limited Director 85%
Carrier Builders Limited Director 12%
Chorka Textile Limited Director 83.33%
Packmat Industries Limited Director 80%
Sun Basic Chemical Limited Director 83.33%
Rangpur Metal Industries Limited Director 99.98%
Managing
01 Ahsan Khan Chowdhury Habigonj Metal Industries Limited Director 33.00%
Director
Durable Plastics Limited Director 99.06%
Allplast Bangladesh Limited Director 99.80%
Banga Millers Limited Director 80%
Banga Bakers Limited Director 80%
RFL Exports Ltd Director 92.59%
RFL Construction Limited Director 92.59%
Habigonj Agro Limited Director 79.22%
Multi-Line Industries Director 57.41%
Natore Agro Limited Director 48.50%
Trade Enviorment Limited Director 99.21%
AKC (Pvt.) Limited Director 54.55%
Get Well Limited Director 99.96%
Sylvan Agricilture Limited Director 99.92%
Sylvan Technologies Limited Chairman 99%
Habigonj Textile Limited Chairman 19.98%
Chorka Fashion Limited Director 99.20%
Ganga Foundry Limited Director 99.92%
Habigonj Glassware Limited Director 99.96%
Habigonj Ceramic Limited Director 99.96%
AKC Mgt. Ltd Chairman 99.99%
Logi Care Oversease Limited Director 99.84%
Advance Personal Care Limited Director 99.84%
Agricultural Marketing Co Ltd Director 2.50%
Banga Trading House Limited Director 3.57%
Accessories World Limited Director 6.00%
02 Mrs. Sabiha Amjad Director
Career Builders Limited Director 6.00%
Habigonj Metal Industries Limited Director 5.00%
Multi-Line Industries Director 4.63%

78
Name of the firms/companies
(%) of
Name of Directors/ Status in in which interested is the Status in
SI Holding/Interest
Shareholders RFL proprietor, partner, director, interested entity in the concern as
managing agent, guarantor,
on 30.06.2016
employee etc.
Agricultural Marketing Co Ltd Shareholder 0.41%
03 Mrs. Sheira Chowdhury Shareholder
Carrier Builders Limited Shareholder 1.80%
04 Mr. Azhar J K Chowdhury Shareholder Agricultural Marketing Co Ltd Director 0.50%
Agricultural Marketing Co Ltd Director 1.28%
Lt Col Mahtabuddin Property Development Limited Chairman 4.96%
05 Chairman
Ahmed (Retd) Pran Food Limited Director 0.02%
Banga Trading House Limited Director 3.57%
Agricultural Marketing Co Ltd Executive Director 0.41%
Banga Trading House Limited Director 7.14%
Multi-Line Industries Ltd. Director 1.85%
Property Development Limited Managing Director 0.25%
Pran Foods Limited Director 2.00%
Bangladesh Lift Industries Director 3.57%
Pran Agro Limited Director 0.01%
Banga Agro Processing Limited Director 0.01%
Pran Agro Business Limited Director 0.01%
RFL Plastics Limited Director 0.02%
Pran Confectionary Limited Director 0.03%
Pran Export Limited Director 0.004%
Pran Beverage Limited Director 0.003%
Banga Plastics Industries Limited Director 0.04%
Mymensingh Agro Limited Director 0.002%
Natore Dairy Limited Director 0.0025%
Banga Building Materials Limited Director 1.82%
Chorka Textile Limited Director 4.17%
Packmat Industries Limited Director 4.00%
Director Sun Basic Chemical Limited Director 4.17%
06 Mrs. Uzma Chowdhury
Finance Rangpur Metal Industries Limited Director 0.01%
Durable Plastics Limited Director 0.19%
Allplast Bangladesh Limited Director 0.04%
Banga Millers Limited Director 4.00%
Banga Bakers Limited Director 4.00%
RFL Exports Ltd Director 1.85%
RFL Construction Limited Director 1.85%
Habigonj Agro Limited Director 0.01%
Natore Agro Limited Director 1.57%
Trade Enviorment Limited Director 0.20%
Get Well Limited Director 0.01%
Sylvan Agriculture Limited Director 0.02%
Sylvan Technologies Limited Director 0.20%
Habigonj Textile Limited Director 0.004%
Chorka Fashion Limited Director 0.20%
Ganga Foundry Limited Director 0.02%
Habigonj Glassware Limited Director 0.01%
Habigonj Ceramic Limited Director 0.01%
AKC Mgt. Ltd Managing Director 0.004%
Logi Care Oversease Limited Director 0.04%
Advance Personal Care Limited Director 0.04%

79
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.

39.1 Related party transactions

a) The company carried out number of transactions with related parties as detailed below in the normal
course of business.
Taka in ' 000
Nature of Value of Transaction Balance as on
Name of the Company
Transactions Debit Credit 30 June 2016
Agricultural Marketing Co Ltd 1,244 1,244
Pran Dairy Limited 152 152
Property Development Limited 550 550
Current Account
RFL Plastics Limited 171,928 171,928 -
All Plast BD Limited 843 843 -
Banga Building Materials Limited 13,643 13,643 -
-
b) Company has issued corporate guarantee to the financiers of its associated companies as listed below- :
-
On behalf of In favour of Tk. in Million Purpose
Agricultural Marketing Co. Limited Commercial Bank of Ceylon 340
HSBC 74
IFIC Bank 50
Pran Foods Limited Commercial Bank of Ceylon 650
Working Capital
RFL Plastics Limited Standard Chartered Bank 285
HSBC 137
Banga Building Materials Limited Standard Chartered Bank 218
Allplast Bangladesh Ltd HSBC 132
Total 1,886
c) Company has received corporate guarantee from the following companies:
Guarantee received from In favour of Tk. in Million Purpose
Pran Beverage Limited AB Bank 145
Banga Building Materials Limited 145
RFL Plastics Limited 82
Banga Building Materials Limited 82
Working Capital
Allplast Bangladesh Limited HSBC 82
Durable Plastic Limited 82
Banga Plastic International Limited 82
Total 700

40. Income tax assessment status

Accounting year ended Assessment year Assessment status


31 December 2013 2014-2015 Under Assessment
31 December 2014 2015-2016 Return Submited U/s - 82BB

80
41. Disclosure as per Schedule XI, Part II, Para 3 of the Companies Act 1994:

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

Number of Staff
30.06.2016 31.12.2014
Head office staff 201 169
Plant staff 184 167
385 336

42. Events after the reporting period

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.

Dhaka, Ahsan Khan Chowdhury Rathendra Nath Paul Muhammad Aminur Rahman
27 October 2016 Chairman Managing Director Company Secretary

81
(Annexture - A)
RANGPUR FOUNDRY LIMITED
82

Schedule of Property, plant and equipment


As of 30 June, 2016
Cost Depreciation Written
Balance Addition Total Cost Rate Balance Charge Total Dep. Down
Particulars as on during as on of as on during as on Value as on
01.01.2015 the period 30.06.2016 Dep. % 01.01.2015 the period 30.06.2016 30.06.2016
Land & land development 2,121,215 - 2,121,215 - - - - 2,121,215
Office building 2,530,520 - 2,530,520 10% 2,430,355 14,525 2,444,880 85,641
Factory building 41,197,199 - 41,197,199 20% 35,596,428 1,568,215 37,164,643 4,032,556
Plant & Machineries 199,168,847 10,759,099 209,927,946 20% 167,956,967 11,267,715 179,224,682 30,703,264
Furniture Fixture & Equipments 3,551,088 - 3,551,088 10% 2,864,287 99,586 2,963,873 587,215
Vehicles 23,305,766 6,421,375 29,727,141 20% 14,594,004 3,370,392 17,964,396 11,762,745
Total as on 30 June 2016 271,874,635 17,180,474 289,055,109 223,442,041 16,320,433 239,762,474 49,292,635
Total as on 31 Dec 2014 265,483,959 6,390,676 271,874,635 207,366,946 16,075,095 223,442,041 48,432,594

Allocation of Depreciation:
30.06.2016 31.12.2014
Cost of Goods Sold (Note-20) 12,835,930 13,520,769
Administrative Expense (Note-21) 114,111 262,056
Selling, Distributuion & Marketing Expenses (Note-22 & 23) 3,370,392 2,292,270
16,320,433 16,075,095
(Annexture - B)
RANGPUR FOUNDRY LIMITED
Schedule of Trade Receivables
As of 30 June 2016
30.06.2016 31.12.2014
Sl # Particulars
Taka Taka
1 M/s A. Kalam Traders 10,441 -
2 New Al Amin Hardware 30,150 -
3 M/s Bhuya Machanires 36,281 -
4 Mother Hardwear 4,073 -
5 M/s Manik Machinaries 7,906 -
6 M/s Rezaul Veraity store 93,476 -
7 M/s Saidul Aluminium 99,288 -
8 M/s Nabil Cro. 9,917 -
9 M/s Helal Varity Store 3,411 -
10 M/s Habib Parts Corner 6,061 -
11 M/s Latif Hardware 2,211 -
12 M/s Akkas Ali 68,827 -
13 M/s Firoj Gift house 5,406 -
14 Mahabub & Brothers 480,966 -
15 M/s.Firoj Aluminium 10,463 -
16 M/s Akhondo Gift Plass 49,881 -
17 M/s Sumon Aluminium Store 9,207 -
18 M/s Rimu Enterpries 12,549 -
19 M/s Jakia Aluminium 5,711 -
20 M/s Babul Cycle Store 23,572 -
21 M/s New Vai Vai Crokaries 7,209 -
22 M/s M.S Enterprise-1 2,349 -
23 M/s Dhaka Aluminium Store 5,088 -
24 M/s Sikder Constraction 7,267 -
25 M/s Afra Trading - Turbine 481,580 -
26 M/s Khan Sanitary House 23,879 -
27 M/S Maa Sanitary 7,528 -
28 M/s Hride Enterprise 5,029 -
29 M/s Momin & Brothers 25,221 -
30 M/s Modina Traders @ Sanitary 15,653 -
31 M/s New Mukit Enterprise 16,635 -
32 M/s Turfa International-2 271,423 -
33 M/s Pritom Sanitary -2 118,109 -
34 New Amir Ali Sawdagor 20,700 -
35 M/s Nazrul & Brothers Exclusive Tubewell House 98,952 -
36 M/s Mozibur Aluminium Stors 6,183 -
37 M/s Sahjahan Aluminium 9,105 -
38 Md. Sha Alam ZM 95,943 -

83
30.06.2016 31.12.2014
Sl # Particulars
Taka Taka
81 M/s Khan Sanitary House - 23,829
82 M/s Nipu Gift Corner & Varietyes Store - 23,926
83 Tamanna Hardwear - 24,686
84 New Al Amin Hardware - 29,750
85 M/s Paul Traders - 31,295
86 M/s Arafat H/W - 31,326
87 Ibrahim Machinaries - 40,381
88 M/s Bhai Bhai Hardware - 41,386
89 Dowlotpur Machinaries - 41,525
90 M/s Pome Store - 42,646
91 M/s New Badsha Traders - 50,683
92 M/s Kakoli Hardware - 64,785
93 M/s Bhai Bhai Traders - 68,351
94 Mahabub & Brothers - 73,582
95 M/s Esat Enterprise - 77,863
96 M/s Talukder Machinaries Store - 83,378
97 M/s Pritom general Store - 87,609
98 New North Bengal Traders - 97,358
99 M/s Shornaly Traders - 100,621
100 M/s Laxon & Sons - 117,621
101 Bhai Bhai Traders - 127,080
102 Babul Enterprise - 152,267
103 New Sonali Hardware - 155,937
104 M/s Anik Hardware - 196,379
105 Baishakhi Traders - 438,900
Total 3,130,960 2,653,084

84
(Annexture - C)
RANGPUR FOUNDRY LIMITED
Schedule of Trade Payables
As of 30 June 2016
30.06.2016 31.12.2014
Sl # Particulars
Taka Taka
1 Arab Brass Mfg-777 - 24,000
2 Alif Enterprise - 650
3 Al-Abyan Enterprise - 1,928
4 A. R. Electric - 12,680
5 Bionic Engineering - 1,200
6 Berger Paints Bangladesh Ltd - 9,950
7 The Basundhara Steel House - 8,500
8 Capital Supply - 40,300
9 Bhai Bhai Paint & Electric - 92,646
10 Fakir Enginearing Workshop - 11,495
11 Hasina Metal & Engg Works - 35,005
12 Hassan Rubber & Engineering Works - 1,000
13 Jamil Enterprise - 90,052
14 Janata Chemical - 85,150
15 Linde Bangladesh Ltd - 2,530
16 Meraz Engg.Banagram Road,Dhaka - 110,382
17 Maisay Corporation - 17,392
18 M. R. Intech Fire Protection - 2,700
19 Moon Machineries - 9,600
20 M/s. Macca Electric Corporation - 2,025
21 MACCA STEEL - 56,600
22 MJL Bangladesh Ltd. - 42,435
23 Maimoon Hardware - 750
24 Mehedi Electric - 500
25 M.S. Engineering Works - 36,686
26 Muazzem Rubber & Plastic - 9,500
27 National Welding & Engineering - 4,896
28 Qutbi Mill Store - 3,000
29 Shahinur Charcol Rangpur - 17,114
30 Safina Enterprise - 119,667
31 Dheren Das - 208,269
32 Four Star Machine House - 600
33 A K Enterprise-Head Office 36,367 -
34 Biz Bangla-Head Office 11,900 -
35 A. Safa Trading-Head Office 34,080 -
36 Amena Enterprise-Head Office 3,607 -
37 Bhai Bhai Hardware & Tools-Head Office 24,600 -
38 City Thai & (S.S.) Steel Center-Head Office 9,600 -
39 The Basundhara Steel House-Head Office 23,960 -

85
30.06.2016 31.12.2014
Sl # Particulars
Taka Taka
40 Durable Plastic Ltd.-Head Office 7,657 -
41 Elite Chemical Industries Ltd.-Head Office 56,895 -
42 Fahad Printers-Head Office 50,638 -
43 Gas Corner-Head Office 17,640 -
44 Habib Enterprise-Head Office 29,201 -
45 HNS Automobiles-Head Office 2,900 -
46 Janaprio Leather Works-Head Office 46,325 -
47 Joha Emporium-Head Office 65,966 -
48 JALALABAD STEEL LTD-Head Office 28,200 -
49 J.K. TEXTILE & ENGINEERING WORKS-Head Office 2,700 -
50 K.S.International-Head Office 7,800 -
51 Kalam Banijjaloy-Head Office 15,125 -
52 Linde Bangladesh Ltd-Head Office 15,400 -
53 Muzzem Rubber & Plastic,BCC Ro-Head Office 10,050 -
54 M.H Trading & Engg Works-Head Office 8,632 -
55 MIAMI ENTERPRISE-Head Office 11,414 -
56 M.R. Ali and Co.-Head Office 35,400 -
57 M.I Cement Factory Ltd-Head Office 37,620 -
58 Muazzem Rubber & Plastic-Head Office 7,500 -
59 Mim Offset Printer-Head Office 4,100 -
60 M.R. Chemicals-Head Office 21,600 -
61 Mareen Printers-Head Office 23,797 -
62 Mama Vagina Enterprise-Head Office 33,200 -
63 National Machinery Corporation-Head Office 28,400 -
64 Narsingdi Traders-Head Office 5,250 -
65 Natore Agro Ltd. (NAL)-Head Office 10,000 -
66 Packard Engineering,Topkhana R-Head Office 5,328 -
67 Poly Cable Industries Ltd.-Head Office 34,500 -
68 Qutbi Mill Store-Head Office 10,655 -
69 Royal Bengal Machineries-Head Office 5,600 -
70 Reza Engineering and Metal Bogra-Head Office 47,316 -
71 Raiana Steel Agency-Head Office 18,589 -
72 Saudia Electric Co.-Head Office 93,719 -
73 Sahida Enterprise-Head Office 6,512 -
74 Sohag Enterprise-Head Office 202,642 -
75 Retail Technologies Limited-Head Office 14,000 -
76 Shamol Bangla Media Ltd.-Head Office 53,092 -
77 Tahura Printing & Press-Head Office 24,696 -
78 T.R. ENTERPRISE-Head Office 7,050 -
79 M/s. Yousuf Metal-Head Office 2,500 -
80 ZUMAR BAG INDUSTRIES LTD.-Head Office 47,520 -
81 M/s. Zaman Traders -Head Office 278,716 -
82 Shisir Enterprise-Head Office 35,224 -
Total 1,615,183 1,059,203

86
RANGPUR FOUNDRY LIMITED
PRAN-RFL Centre, 105, Middle Badda, Dhaka-1212
PROXY FORM
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 Proxy Affix Revenue Stamp Signature of the Shareholder(s)
Register Folio /BO ID................... Tk. 20/- Register Folio/BO ID.........................
(Taka Twenty)
Date :........................................... Date :................................................

........................................
(Signature of the witness)
NOTE : 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.

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

RANGPUR FOUNDRY LIMITED


SHAREHOLDER'S ATTENDANCE SLIP
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.

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

87
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