You are on page 1of 104
ANNUAL REPORT 2018 - 2019 g CONFIDENCE CEMENT LIMITED ANNUAL REPORT 2018 - 2019 ww “Teansmival Leer Notice of the 28eh AGM ‘Company Profile Mission, Vision and Values ofthe Company ‘Corporate Directory Board of Directors Image Gallery (Credit Rating Report Graphical Presentation ofthe Financial Highlights ‘Statement of Value Addition & Element of Total Cost, ‘Other Financial Information, Ratio Analysis & Manpower Postion Directors’ Report Directors’ Declaration Fve Years Financ Highlights Panter of Shareholding Resume of the Appointed Independent Directors Risk and Concern Management's Discussion and Analysis Declaration of MD and CFO ‘Certificate of Compliance Report ‘Corporate Governance Compliance Report ‘Asie Committee Report "Nomination and Remuneration Committee Report ‘Auitors Report ‘Statement of Financial Position ‘Statement of Profit or Loss and Other Comprehensive Income. ‘Statement of Changes in Equity Statement of Cash Flows Notes tothe Financial Statements Proxy Form and Attendance Slip or a 3 o 2 “ 15 6 "7 10 2% 28 2» 30 31 2 36 7 38 si 54 37 59 6 a CONFIDENCE CEMENT LIMITED Trans! jittal Letter 01 December 2019 we ‘The valued Shareholders Secures and Exchange Commission ‘Register of Joint Stock Comparies & Firms ‘Dhaka Stock Exchange Lnited Chitagong Stock Exchange Umited ‘Subject: Annual Report forthe year ended 30 June 2019 eae Sie) We are pleased to transmit 3 copy of the Annual Report 2018-2019 comprising the Notice of the 28h Annual Ganeral Meeting, Directors’ Repert, Audit Committee Report, Certificate of Corporate Governance Complance Auditors, Statutory Auditors Report ‘along with the Aucited Financial Statemenis inchicing Statement of Financial Psion as at 30 june 2019 and the Statement of ‘Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended together with Notes hereon and Proxy For for your information and record. @ ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED CONFIDENCE CEMENT LIMITED Aagsered OMe: "Contdece Hes”, Pot I, Lane|, ost lock. Halshatr HE, Abad Acs Rea, ratogram, Ubon Ofice: lpahan Bung, rd Floor, 14-18 Mosjee! C/A, Dba 1000: 02-9552431 Notice of the 28th Annual General Meeting [Notice hereby gan thatthe 28th Annual General Meeting of Confidence Cement Limited wil be held on Tuesday, 24th December 219 at 1100 tam. at the CBC-Conidence Cement Convention Centr, Chitagong Best Cub, Ghat Na-!|, Airport Road, North Peng, Chatogram, co uansic the following busines AGENDA Ordinary Business |, “To receive, consider and adopt the Auditad Financial Setarnants ofthe Company for the year ended on 20 jue 2019 tegethar with the Report ofthe Drectors and Auditors thereon, 2. Te declare divider as recommenced bythe Beard of Direcrors forthe year ended on 30 June 2018 3, Toeecs /re-ece Directors in cerms ofthe relevant provon of Aries of Assocation of te Company 4. Tosporove the appoetment ofthe Independent Directors of the Company. ‘5, Toappolnethe Stitory Audios ofthe Company for he year ending cn 30 June 2020 and wo fx ther remuneration, £6, "Teappcnt he Corportts Gavernance Compl Autor of he Company fr che ane nding on 10 fie 280 and te icthal einaration, ‘Special Business | To approve the Sale of 16.73 decimas of land of tie Company infor of Confidence Cement Dhaka Limited and to pass the following resolution: "Resolved thatthe decison ofthe Board to sel 615.73 decimals of land ofthe Corrpany located at Dana Mouaa, Polash Upazila, Narsingd, Dhaka in fver of Confidence Cement Dhaka Limited, an associate ef the Company in consideration ofthe sala value of “Tk, 989,07,600)-, be and is hereby unanimovsly approved anc passed by the shareholders.” By order ofthe Board Dae: Decemder 01,2019 Md, Delowar Hossain ACS Company Secretary Notes: 2) 21 Nowemhor, 7019 hae haan fized a¢ Racnel Date The charaheldare whnee mamas wil appear in the Share Rngietar/ Depaienry Register en the Record Date willbe eligible to stterd the meeting and tobe antited to dividend @ 3036 (/596 Cash 1596 Bonus). 1b) A shareholder entitied to attend and vote atthe Annual General Meeting may appoint a proxy to attend and ote on his/her behalf. “The Froxy form, cy stamped, mutt be deposited athe Regetorad OfSes ofthe Company not later than 48 fery-sight) hours belore ‘the time fied forthe messing, ©). Shareholdess are requested to notfy change of address, ary, well in time. Fer 8 AC holders, the same i tobe rected throush ‘hair respactive Depository paripants, 1d) Paimisson to the meeting place wil be svitly on producton of attendance sip sent with the Annual Report. “The Annval Report 2018-2019 ofthe Company willbe available atthe Company's wabsite st hesp/ wawwconfidorcecementcom, 4) No benefitin cash or kind, other than in the form of cash or stock dividend shall be offered tothe shareholders for atending the [AGM as per Cieular No. SEC) CMRRCD/2008-193/154 dared October 24,2013 of 8SEC. @ ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED COMPANY PROFILE Confidence Cement Limited is the plonoer coment manufacturing cempany in private cament tector in Bangladesh under the ‘Government industrial polcy of 1991. The company was established in May 02, |931 isaform of pub limited company. Confidence Cement Limited the flagship company of ‘Confidence Group of Companies is one of te largest producers ef coment in the courery leis azo a leading Blue Chip company in both the Dhaka & Chittagong Stock Exchange and there k i among the top 20 performing companies for the last IS years. It also the first ISO 9002 certiied cement manufacturing company in Bangladesh. Carfidence Cement Li sell and vide is sir Concarne ara present In cemere, Dine, steel fabrication, forging, & gataniing, power generation, Battery, Transformer, electrical item rmanulacturing and concrete products: manufacturing secior ‘The company’s mission is to manufacturer and sels ‘cement to people with no compromise to quay and by reletlessly upholding the code of business principles Is’ overall strategic vsion late endure and prosper inthe market, tachling the internal and external ehalenges along the way In the early 2000's the coment industry of Bangladesh faced a staring baer in growth, New compatters started to arive In large number ‘and continued to core til the market gor saturated and the wicle indusry became stagnant. A recession and political unrest, few natural calamiies added to this depreston and many of the compettors were forced to wind up. But Confidence Cement Limited held ‘streng inks postion sill corcinung to offer high qualty cement to the customers. “Taday the company has a production capacity of 10,50,000 Metric Tons annually and it has Ten members in its Board of Directors (incuding two members of Independent Directors), The company alms to be the number one cement: manufaccring company in Bargladecs, through continuous development and by concetently producing hgh qualty. Confidence Group consists with the following companies: © Confidence O18 Shipping Led * Confidence Cement Linced + Comiiderce Fower Led * ce * Confidence Stee! Limited dance Stel Export Led. © Electropac Industries Le, © Confidance Electric Lee * Confidence nastructure Limited * Confidence Power Holdings Limited * Confidence Batteries Limited + Confidence Concrete Engineering Limited * Zodiac Dredging Ld. © Kirconihola Tower Bangladesh Led. * Confidence Cement Dhaka Limited * Confidence Pewor Bogra Lic * Confidence Power Bogre Unt 2 Led + Dagon Telecommunication Limited Asian Paints (6D) Limited * Zedine Lagltics Umited Confidence Power Rangpur Lt. © Zodiac Power Chittagong Lee, ® ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Ly in, Visi MEV) Baste oli] os-1 Mission Lets commit to our customers that our products and ay services shall ensure the best vakle for thelr money, Let's adopt a 'ean-do! attiuide in targeting every goal Mission Vision + Lets Believe in Our Brand Confidence Cement has to be among the most valued and revered company fn Bangladesh, ts brand has to be the most respected in its respective market share in Bangladesh. + Let's Baliove in Our Society Costiiance’ Cen. as:to becamong te: mist Hotklly onl cnvironmentaty complare cempary in Bangladesh + Let's Believe in Our Business Confidence Cament hat ta bea top company in the industry. + Let's Believe in Ourselves Every member of Confidence Cement Is chosen because of their uniqueness and competence. So beprotd of being a part of this family, Confidence Cement has to be the prefered brand of employment. Values + Leadership + Respect + Integiey pr Values ® ANNUAL REPORT 2018-2019 _ CONFIDENCE CEMENT LIMITED CORPORATE DIRECTORY Sachs Eee Engr Rexaul Kerb Me: Rupam Kishore Bana Mr. mean Karim Me Shah Muhammed Hasan Mrs. Runa Anwar Me, Sala Kari ‘Mf: Stamsul Alan BU Mc AZM, Szzzadur Rahman Mr AK. Rashiduddin Ahmed mr: Zahe Uddin Atrned EUR an Mc. AZM, Suzzadur Rahman Mr Rupam Kishore Boris Mr. Shah Muhammed Hasan Mc AK Rashiduddo Ahmed Mr Md, Delowar Hossain ACS Chairman, Yee Chairman Vice Chairman Director Director Director Director Independent Drector Indepencent Drector Managng Director NOMINATION AND REMUNERA\ Me AZM Sazzadur Rahman Me: Shamsul Alam BU Mc AK. Rashidudeln Ahmed Mr Md, Delowar Hossain ACS MANAGEMENT TEAM Me Zahir Usain Abined Mr, Newaz Mohammed Iqbal Yousuf Me, Abella Al Mahmud Me AB Mifiekher Aa Siddque Mr Mi. Soe Taluker Mr Mi, elowar Hossain ACS Me Md. Shan Bits Bhuiyan ACG © ANNUAL REPORT 2018-2019 RW Caiman Member Member Member Secretary Managing Director 8 CEO (Che! Franc Oficer Adisor ‘General Manager: Sales & Marketing ‘General Manager Plant Company Secretary Head ef intemal Audit & Complance CONFIDENCE CEMENT LIMITED BANKERS & LEASING COMPANY Bank Asia Limited Pubali Bank Limited Agrabad Branch, Chattogram. Agrabad Branch, Chattogram The City Bank Limited ‘Trust Bank Limited Agrabad Branch, Chattogram. CDA Avenue Branch, Chattogram. Eastern Bani Limited United Commercial Bank Ltd. Agrabad Branch, Chattogram. Agrabad Branch, Chattogram. Mutual Trust Bank Limited LankaBangla Finance Limited Agrabad Branch, Chattogram. Agrabad Branch, Chattogram. ‘One Bank Limited United Finance Limited Agrabad Branch, Chattogram. ‘Agrabad Branch, Chattogram. Prime Bank Limited Union Capital Limited ‘Agrabad Branch, Chattogram. Agrabad Branch, Chattogram. AUDITOR (CG AUDITOR ‘TAX ADVISOR Fahman Mostafa Alm & Co. ‘med Zaker 8 Co MA Malick & Co. Chanered Accounants Garver Accourtans Chance cours ‘AbMadina Tower (6th floor), 88/89, 174, Sk. Mujib Road, Agrabae, C/A ‘Aziz Chamber (2nd floor), ‘Agabad GIA, Chatograr 4100. ‘Chastegram — 4100, 6; Jbl Read, hatogrem. CREDIT RATING AGENCY Credit Rating Information and Services Limited (CRISL) Registered Offic Liaison Office : Factory: Semeur merece tn ig der peeale, tates a (Sis pes ca pene ealaa ‘Gece Phone: +880 29562431, Fax: +860 29555317 Tel +4017 [3 Fax:+88031-2761 164 eee Trt edna Tle been @ ANNUAL REPORT 2018-2019 BOARD OF DIRECTORS Eig Rin rob ral gerne Ea SOE, bach of 1970. Son ater ne acter the coury perencal polies uphacel acing 16h Mach 901 sed [eocbipelay renpicmeenbeony ayy yo eos babees er cmatte a wie ce at eas ‘Toovte ennesrny rec for BADC, BODE, BOB and ce! Tee ee anon aes tay sme cece taco oon figr Roca Kam cabins mane 1 hms! Eeies od eckeran onl eat mal pase, overs tot dew Wher curing gu sits oomy song cs ered the cevaopnen teit of energy Danae He hen ange onicpd and panacre! protic sar pros eat a ilatucwopemen Wee humble begin. Eng Reza Karin embarked ont ye Vase vasea arretherran cureescomas a Heth ee te ees a hep dreeremenat saeasts manned bean easton cn novia Gu eapebn of oe comune Weeory In T990 lorce,Covfence Engr. Rezaul Karim Comort Lid bene the puninr of al cement eae In Charman EenguieshTooay Covldoce’ Conere Lie. as fone otto establishing ts third une with an annual production capacity of 1.5 millon tons. Soon after this was achieved, his leadership and vision motivated Confidence Group to orgirize a team to set up yet another new cement industry around Dhaka with a target production capacty of 1.5 millon tons. From 1972 til date, Ergr. Rezaul Karin hes relewessly created new industrial ventures one ater another He ploncered import substitute Industries and manufactured engineering products and service products to name a few. He established the largest Steel Fabricaton Industry with the biggest Galvarszation Facility in Bangladesh, prodicng all types of galvanized steel power cstrinution poles. He aso ceablished the largest manufacsuring faclty of electrical power transmission toners & telocom towers, Pre-oppressed Concrete Poles for power distribution all :ypes of elecrical power disvibusien accessories, all types of electrical power transformers, al ypes of screws and fastaners, Stel Bridges, Prefabricated Steal Buiding. handing turnkey borastrucure Projects. River Dredging Operations with own Imported high-tech dracgers from Denmark, IGX.Telacem Gateway Operations, industrial and Marine pues uncer joint venture with ‘Asian Pans (Bargladesh) Lid, and the Ist shall contre to grow. Confidence Group has further added laurels wo its hat by implementing 4 major turn-key power generation projects on BOO bass, tocaling 400 MWY located in Crottogram, Bogura and Rangour. Upon its ful Irmplementaton, Canfidence Group shall jan the prestigious league of businestas with annual tumover exceeding 500 millon, Me nipin Kure Senn nw fh race of Cotence inp tnd Vu Chapa of Canience Carat Led. ton rep aed industrious vial who hus worked fard al his We to aioe ‘excellence. He obtained his graduation degree from Chittagong College T1968 nd Greg heer at icved wont ce and oxprnaion akg a rutacaed han bg. Oat Stare ys th ve predetof Cat age Cage Oy thie on (90) te 1970 od ws once cater ser at Sapo rey ance hurd expat, Lao fe Stam he munial comission of Chtagong Msp ad was Bisrct Gowmor of Lon Chr ncnateal Deter 31884 af Baad Sl now Me Bare © ved with ry sc ere onzncatons Rupa Kstore Bara aan wah nmense paso, Oueto is probe ea, imbued wih te sp of Iberia, he Partcpsed ithe Nerton war tr de eer of eur pn Aloe {Soren in 197, Pe Bats enred prota Me wed arte ‘career with 2 shipping job In Alle Shpoing. Later in 980 he johed i Martime Agencies Ltd and bacarie General Manager ofthat campy Mr. Rupam Kishore Barua Jn 1985 he started Carfidence Shipping lines and in 1992, along wit View Charman ther entrepreneurs, he esablshed the frst lecal coment manufactunng industry n the private sector of Bargladesh - Confidence Coment Limited. At present he sone ofthe Directors of Corfidence Group. ‘Due to his vast contribution in socal serie, Mr: Rupam Kishore Barua has been awarded the United Nations Award In 2002 for Socio Cuitral ‘Activites, the honor ef DHAMMADUTA by Incrratioral Brotherhood Mision india ad the Malin Jones Fellawship Aware from the Lions Club. ‘As for hls personal fe, Mr. uparn Kishore Barus was born in Chittageng, toa renowned Buddhist famiy on 4th june 1948, His father, Late Phan ‘Bhushan Barea BABL, was also an Ex, MLA of the Cen Pacstan and Prstlentof al Pakstn Buschist Associaton, BOARD OF DIRECTORS AA sisionary entrepreneur at core, Mr: Imran Karim completed his Bachelor of Science in Electrical and Computer Engineering and his Bachelor of Arts in Economics in 2002 trem the University of Rochester. During this time, he was. invoved in an organization Called the "Who's Who of Unies Senta” that compriae of tha top 0.5% of all unversty students in USA. Subsequently, Mr. ran Karim joined Confidence Group in 2003 as the Director of Confidence Cement Ltd. However, his frat endeavor wasn't a successful one. Nevertheless, he did not yet in the fae of an early falure, rather enjoying. and valuing ie for the lessons: eventually taking over the business development of Confidence Steel Ltd. In 2906, under his gudance, Confidence Steel started producing telecom towers and within the same year, became the market leader, Currently, Confidence Scoot Lid has almost 70% of che market share in both transmission towers and telecom towers. — [ter his fest succesful endeavor, he decded to expand into other Mr, Imran Karim sectors and with Confience Group, in alliance with Energypac, Vecieen opened an I MW power plane in 20D8, folowed by a 108 MW. ower plant in 2015, Currency under Confidence Power Hotdngs Lid. the group it daveloping 40DMW of power plants In 2012 Confidence Group entered the telecommurieation market, under the name Digkon Telecoemunication. Under his leadership, [Digicon took a lead role in the formation of International Gateway Operators’ Forum ((OF}, and made the sector proiable for everyone. Later, Confidence Group aso ventured into battery manufacturing. quickly becoming @ market leader in the industry. He recently serving 1: the vies prosidere of Bargladash Independent Power Preducer Associaton, and is an executive member of Telaesm Infastrucsars ‘Operators of Bangiaesh, In 2016, for his outstanding entrepreneurial accomplstiment, he was chosen 3s one of the winners of the JCI Ten Ousstandng Young, Persons of Bangladesh, an award given out by junior Chamber international Bangladesh, Meester i wi aia id crt pare ‘Graduating irom the University of Karachi in 1970, Mr. Hasan began ee eee mr it, Aaa ee er qs he ree faricg Dargah ned War Teepe ‘amet (BNVTA a the Conmanr of Sune Vases 1977 ted Lore fed the Chgpeg Por Aer inte Hor Dapartnent in 1979 He sated hs enrereneurid cavern 104, with siping ard CN bua cd rns Sarg Ud Fahy in 990, Me Haan led Coaence Grasp os 2 Sponsor [escot ef Coutdars Carer Ln and ts bee ree Fee, ts remtvn are ben evng Dose ‘rate Coren Otter tan Ns poles crer, Mr. Hani aoa decorated STE of rsCAS hacia! fas ved ic Pot Dai Governor of Ue Cb eran Hes ae a atime —— member of Bangladesh Lions Foundation, as well as the Chittagong Mr. Shah Muhammed Hasan Usa Foudton re Cs fase tn fo srl aver, Director ch cade Low Ch eartacond Preserve), Te Cub rvroaendrhipsvard (ra) ad ch ines Cb Membership Groveh Award Hat eo member of angldh Carer Fourcaton, t-O Sis Hosp an so ved wth Aste Cres Welore Foundation egaaton forthe bed ted erog pao cidren The wer on soc end dsl vlan phy er, & wy BOARD OF DIRECTORS TAU Ms tan Aner Drei of Cntience Cement Lined, Sei sa ot tie ge eee mee ges ee eomcnnce Cera Ln Pee Aree gare Te Yer Solon conaeoreuetintuene Pre Runu Anwar ae king the Cirecorip of Contence footie Mrs. Runu Anwar Director TM Satna Rae 0 posind pthc ho ha cubed ene amount of experiance frm vse varios compan’ factories Abie ecegh bass doilopment atl promo pregae. Fes cree ban wit Coence Gop EE, where wa charg of plone the group's st power pane in Haga Daring te tare yor Conkaron Group a loking to expand nts the Busnes Process Outsourcing (GPO) markt ad hs he was firth ek fet al profec Hewat de to i ‘goal of the group, Mr. Salman Karim was appointed as the Director Ed frst of Conane Ste and procst concrt prodcton Unde hs pence a trnsfermer uk was esabled o 2011. Aa the Direer of Procion, be improve the overall qaity franagenere of the company and ths hcresied prodecion Bene by 20%, fn dong woe erable he cnnpany compete Inceravonalty by reducing production costs. nen Confdence Group deced to enter the barry market he Iles srt he un om brstch aed 2015 be rr opted A Mr, Salman Karim Director the CEO of Gaston Battery, Under his leadership, Confidence Etectric and Gaston Battery have seen unprecedented growth and have become leading brands in the market. ‘Me, Salman Karim exmed his Bachelor of Scence degree in Mechanical Engineering in 2008 from University of Texas, by addition to achieving the degree with honors, he was inthe Dean's lists for si consecutive semesters. However, Ns greatest achievemerc il date is _ & ag, eee aan a 3: z= ee oe a) 10 i ss ee a = ia ae ae ee 3) ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Value Added Statement 01 July 2018 01 July 2017. © % to % 30 June 2019 30 june 2018 Value Added AmcuntinTe 9% = ArrouncinTk Revenue 483,28.93,768 3,91.678357 (ther Income 64,187.48 49,97, 36.842 547,47,31,255 ‘41,65,20,359 Payment wo supplies for raters & other services (0,3989,67,969) Distributions follows Empleyee Cost 1200120073 11.42% 269533799 25.499 Dirsctors 21636500 267% © -3.22,99.913 3.17% Gon. 43239925 4.18% 238,957 2.356 Finance Provider 23,80,95.429 1.8053.117___11.6096 Taz90,92,928 41.5296 _ 44,37,82,606 619% Retained for Re-investment & future grovieh Depreciation 21,)141.213 195473323 19.21% ‘panortzaion 4039,138, ose138 0.4076 Remained Earning 389267.545 374240313 _ 36.7856 40,44,64,096_ _ 58.48% _ 57.37,69,784_ 56.39% oral 1,03,35,57,624 100,00% 1,01,75,52,300 100.0% Element of Total Cost 2018-2019 217-2018 Tila ‘la 1K om 10 she 1 Employee Cost Directors © Government Franca Provider 18 Franca! Provider © Depreciation 1 Depreciation 2 Amorzation © Amortizazon 1 Retainod Eaming 1 Retinad Eaming ® ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Other Financial information, Ratio analysis & Manpower position es Peg ce (Other Financial Information Nel ot Sara Eaming per sare (cash Divend Stock Dhidord Net Ase aie por share Nee Operating Cash fw per share Ratio Analysis: Carano Orice Rao Deby rae Gross Prof ses Ne Prof 0 Sls Return on Capital Employed fesumon Equny Price saringrato Incres coverage rato Dwiderd coves ato EAE Market pre per stare Manpower Position: Manager & Offcers Stats Workers ‘Total Manpewer postion Ars0868 $3,992,224 Tesot 15.00%6 15.00% Ther OH) lau ort Los 741% 8.05% 10.2896 928% 539 264 tires 20 eves 79 eee Tk 155.60 a4 los 687 mh 61 15.00% 200% W773 Te (4s) ast oss: 10m 839% 181% 781% 782% 260 291 teres AG tines 29 tins Tk. 158.90 75 as 190 780 @ 4993520 e923 15.00% 200% Te 8401 e935 oot! oni ton! 175196 15.17% 135995 14.039 jose 8.18 ues 32am 90 mes Te. 11607 190 438 887 44 993,520, Tk 10.22 10.00% kan Th 784 hort oan! ose 162236 nore 21.5386 21.54% sas SB ues (039 tines 1.53 nae 7K. 80.07 i 430 240 war ANNUAL REPORT 2018-2019 44,993,520 Te 725 2750% Te 68.95 Te 9 ios: asni or 15.89% 897% ‘oe 719% tsa 457simes Dimes S6times Th 86.60 to 22 44993520 Th48s 25.00% Tk 63.67 Than) hit 9 ore 16.09% 16.01% 10.9896 5.16% 1664 5:38 umes 0.19 umes 0.89 ees Th (0507 129 285 CONFIDENCE CEMENT LIMITED Directors’ Report For the year ended on 30 June 2019 Dear Shareholders lee my gros priloge and horor to wsleome pou all at the 20th Annual General Meeting of Confidence Cement Limited and 10 prosare the Aarual Rapore together with the Audited Firancil Staterrents ofthe company forthe year ended on 30 June 2019 on behalf f the Board of Directs, “The Directors! Report is prepared in complanee with Section 184 of the Companies Aet, 1994; Rule 12 (and the schedule there under) ofthe Securities Exchange Commission Rules 1987, and the Listing Regulations of the Dhaka Stock Exchange Limited (DSE) and the Chittagong Stock Exchange Limited (CSE) and Bangledesh Securities and Exchange Commisson's (BSEC) Netiication No. BSEC/CMRRCD/2006-|58/207/Adrie(B0 dated 3 june 2018, Bangladesh Economy Bangladesh economy fas maintained sustainable growth and achieved GOP growth at more than 6 percent on an average during the lst decade. According to Bangladesh Bureau of Statics (BBS). the GDP growsh stood at 6.13 percent in FY2018-19 compared 10 1.86 percent in FY-2017-8 up by the 0.27 percent bythe previous facal year, The growth recorded for FY 2016-19 fa the Highest growth rate ever recorded in Bangladesh's story, and has resulted in Bangladesh record increasing GDP grove rats for consecutive 6 years running. The Werld Bank has projectec Bangladesh to be among the world's five fastest growing major economies in 2019-20. In USD ters, the sie of economy reached USD 302 billon in FY2019. The per-capita GDP now stands at USD | 827 and the percspia Income stands at USD 1,609, 2 9.079% and ‘1Uz%e growth respectiray, over the previous tical year. Strong domestic derrand and invesomert actives alded by strong, pavate sector credit growth and increased inflows from export, remittances, FDI inflows ard rredium and long-term foreign loans contributed GDP to grow robust Peltcal stabil, private sector investment, food inflation, being on track with respect to achieving Sustahnable Development Goals (S0Gs by 2030), walenge of gromtl of exporis and reruns, ‘overrance issues around the banking sector, the Rohingya refugee Influg, sng energy prices n prolectng the fture growth rates are crtical challenges for the Bangladeshi economy. Despite all these the economy Is expected 19 grow exceedirg BO% In FY-2019-20 as wel. The ongong brfastructure development may help drive row rats toa higher level the FY-209-20 and beyond. Coment Industry Overview in Bangladesh Bangladesh Cement indusiry & the 40th largest market nthe world, Bangladesh s one of the fstast developing countries ard it has a broader scope of grown for cerrent sector, Ts industry Is regional & sezsonal in rature, during Monsocn industry suffers Irom low demand, According to the BCMA, Bangladesh currenly has 2 production ‘capacity of 58Mn MT. producing only 33Mn MT by 37 plants wih ‘overall operations utilzation ax 2rounc! 56% capacity. ‘Bangladesh is on ts way to creating sl concrete foundation forts future through various mega projets aiming to develop the ratin's ‘nfrastructure with seven mega projects Incuding bridge, al Ines, power phrts, Economic Zone and 3 metro ra, the camers market inthe country looks to be abulish market. Besides tese large scale of projects, however a higher income per capita for the grester population his led also to. greater consumption ef cement as buldng personal hornes, a sermewhat teadition of Bangladeshi, has become more affordable. Developments in real estate and commercalfpublic institutions have ase contributed to consumption of cement. An inerossing number of migrants traveling from rural areas to the big cities for ‘opporuunites of better education, jobs, and wages, increasing urhanization in the county are asa fueling greater growth inthe cement industry. (Over the pace five years; the cement industry hat enen a compound annual growth (CAGR) of 12.67%, significantly greater than the courer/s GDP growth. Bangadesh Cement incustry faces many challenges ike as there is no limestone sources avalible in Bangadesh, at low valve product, the freghtctarge is very high comparable to frishes goods, All the big coment grinders have been adding capacity in the past two years and ehis 1s stil concimung, leading to an excess capacity compared to demard which is sesing down pressure in price Freigt cosss wert up sharply due to increase fuel cost. Wansgort cont has seen a sharp increase dus to the weight resticton imposed by the government on highways. The cost increase has boon exaearbated by the major devaluation ef Taka against the USD-The price of every raw material has gone up significant. The cost of Power has aio increased to TK 3.85 on per MT Cement Production in ths year. Due to hnefcient Port infrastructure, the unloading of Raw matarals cake longer time wth high cost. In F¥-2019-20 budget has declared 5% AIT (non adjustable) on Inport of cement raw materials which further exaggerated to increase of cost of RAW material Segment wise performance This contained in the Note No. 38 of the Fhuncal Seaterents (refer to Page Nes 94.95 ofthe Annual Report-2018-2019), Risks and Concerns 1A deeals report on Risk and Concerns are given Anrexure\, Page 31-32.n this Annual Report. © ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Financial Results ‘The operating franca results ofthe Company forthe yearend 30 ‘une 2019 es compared 1 presious year are survrarzed hereunder: 2010-19 2017-18 Particulars Taka. Taka, foes “angina 391678517 escola Sold sarsase10 ———3,588143790 Grom rit 3840900 neeia727 Net refit Before Tat) 461356459 wag90e2 Net rai ArT) 309267515 ansaieoe TealAses amnanae Net Aso Va 434984787 Net Operating as Flow rasta) 509.32.575) arg Par Share PS) 01 S67 (asad) Net ses Va Per Stare (NAVES) OM AN(resaed) Ne Ofer ash Fo Re he ce) 64) Rerum on Equity (ROE) 9.28% 11% Grom Hagia 741% ans Net Margn (lore Tax) 987% 1% Net Mig Alex) 8.059% 781% Discussion on Cost of Goods Sold, Gross Profit Margin and Net Profit Margin 2016-19, tot revenue of the Company was Th. 4,832 mabon, an snereasa of Tk 916 millon resulting 73.199 bigher revenue over Ia year due to increase in sles volume by 23% than tat ofthe previous yosr. Cor of Geode Sld (COGS) hr inereazod by 24.709 the yoar 2018-2019 over previous year ue to increase n cost of imported raw ‘materials consumed, packing cost, power consumption cose and factory overheads. which were beyond the control of the mangement, Gross Margin increased by 9.0496 in comparison wih that of the Dbrevous year forthe reasons 2 co increase of sales volume by 23% and the price ofthe proce than chat of the previous year Net Profi Margin (fer ta) increased by 27.27% in comparison with «hat ofthe prevous year fer the reasonsas increase the stare of prof of sezocst compari by 59.9595 than that ofthe prvi yaar Share of profit from Ascociate Companies ‘You must be aware tut meanwhe the Compary invested in four Associates companies such as Confidence Power Limited. Confidence Ceci Linieed, Confuenve Dateries Linited ars Confidence Power Holcings Linted. During the period under review of year ended 30 ‘kine 2019, Tk. $91.77 millon has been earned as sare of pref from the sbove asacates Compares. Comparative statements ol stare of prof from associates are sated below: conan) ie awa | saan Ceara Power Unita ae | sere | rRsT Confer bere raed e_[ sesame | 857-25 ‘Conte Beri Lied e_| sane | 204Re 06) Conn Fores Heldnglined | 4186 | HRDTRABE ST “The desais description of the Ascociatas compary has depicted in the note |,04 of the fhancial siatemens inthe page no 63. Production During the period under review the Company was able to produce at cement plane 710.636 M.T ex aguinat 577,|92 MT in previous period and at Ready-mix plant 1,728,544 cft as against 1,514,373 cf in previous period which (s summarized In the following table: i619 201748 Proueton | M1 | 7io6e[ S719 Sore Pa city Usain] (96) @ % Profucton_|[_Ck_| 16544 [TS1AI73 Reacron ti Sniy Vanesa] Co) Ea @ Sales “The overall sles performance for the year endec 30 June 2019 showed a sendy upward treed; During the period under review sales increased at Cement Plane by 23.12% in quantity and 23.7494 in value due to timely excllane market policy sakan by the management. On the cther side sales aso increased at Ready mix Plan by 1414 96 in quantity and 20.5896 vai. Ey beer upon the: comaperrant Gf. sie cormpany: declared \arious sales scheme for dealers. Emphasis was given to improve the relationship with the valued customers to ensure future rmarkat gromh We hope that the Company wil be able to maintain growth rate In the coming days too. mie were [Gries ‘arcs Unt ew] m fel m jen cometae | ct | mas aan | min] ymusiot | 0} a were | ce [rau sume en | aama | ae)asy Extra-Ordinary Gain/Loss No events of extra ordinary gin or fost which would require Aadjusunent or disclosure in the fnandal statements occurred during the reporting period. Related Party Transaction Diselesure of all elated party transactions, Including bas for such ‘transaction, has been provided inthe note 40 of the notes tothe financial statements on page ne 95, Significant Variance between Quarterly Financial performance and Annual Financial Statements “The Earnings Per Share for the period frory Ol July 2018 so 31 March 2019 ie. Quarter ended 31 March 2019 was Te. 447 and ‘he Enrings Per Share for the year 30 June 2019 was Tk. 601 showed that there was no. signifant variance between the Quarterly Financial performance and the Annual Financial Saatement © ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Remuneration to Directors ‘This information is Incorporated in the Notes 42 & 42.01 of the netes to the financla! statements on page 96 with reference to the “Directors Remuneration and Directors’ Fees” fgures concerning the Board of Directors including dependent Directors. Contribution to the National Exchequer ‘The company conerbuted total amount of Tle 1,116,030,717 t0 the Navona Exchequer in the form of Customs auty, Vat and ‘Advance income Tax duting the year. The break-up of these payments ae shown inthe tale: 208-19 2017-1 Govt. Revers ‘hia, Take ve 51492593) 495,985,038 Lastors ty saats/01 nar. t03.968 ‘ovance ince a “etal Tala Dividend The Board of Directors of Confidence Cement Limited recommended of dhidord @ 30% (159% cath and 15% borus) for the year ended 30 June 2019 subject to declare and approve the 28th Anal General Meeting ofthe Company Bonus share (Siuch Divider) as Leo reunite view of wl is recaned amount as capital to continue investment to Confidence CComont Dhaka Limited, an aeocata ofthe company. The bones share wal be issued by uilzng amount of Tk. 97,186,002/- from Retained Earings. Appointment and re-appointment of Directors Pursuant to the section 91 (2) of the Companies Act, 1994 and Cluse No, 132 of the Articles of Assocation of the Company one-third of the Drectors shall retire by rocton in every Annual General Meeting. Accorcingy, 2 (two) Directors ofthe Compary wil retire at the ensuing 28th Annual General Meeting. The Retiring Dircctor are: 1. Engr Rezaul Karin 2. Mrs, Ran Anwar Being eligible they offer themssives for re-lecton, A bret profile of the two Directors is disclosed inthe page no O7 & 09 of this annual report. Appointment of Independent Directors The ener of the eviting tw levleprevie Pirate of the Company, Mc AZM. Sazzadur Rahman and Mr AK. Rashiduddin Ahmed, wil be expired on Novernber 30, 2019, Pursuune to the condition no. @) je) of the Bangladosh Securities and Exchange Commission's (SEC) Notiication No, BSECICMRRCD/2006- 58/207 /Admie/E0 dated 3 June 2018, the Board of Directors hus appointed Major General Abul Kalary Mohammad Humayun Kabir(Reté), SUR ndu, psc, a former professional rary offcar cf Bangladesh Army, and Ms. Raboya Jamal, an Advocate of Supreme Court of Bangladesh 2s Independant Drctere of the Cemmany for a pain af 3 (three) ears with lfect from December 01, 2019 subject to te approval Of the shareholders in the 28th Anrual General Meeting of the Compary. Brief resume and other information of the above-mentioned Directors are depcted in annexure- NV, page-30. Appointment of Statutory Auditors ‘The Current Aucitors ofthe Compary- M/s. Rahman Mostals Alam % Co, Chartered Accountants retires at the ensuing 28tn Annuat Goneral Meoting. They have satshctorly completed audie of accounts of the company for a consecutive period of tree years. ‘Thay aie ace lige for reapedntment 6 pe canton (2) ‘of the Nosifation No, BSEC/CMRRCD/2006-156/208/ Admin/ 8} dated 20/06/2018 of Hangadesh Securties and Exchange ‘Commission (BSEC). The Audit Committee recommended to appoine Mls. Hussain Farhad & Co, Charored Accountants 26 the statutory Audlors of the company for che year ending on 30 June ‘2020.The Board of Directors endorsed recommendation of the ‘Audit Commies for appcinemene of M/s. Hussain Farhad & Co, Chartered Accoureants asthe statutory Austors of the company fr the year ending on 30 june 2020 which is being placed in the heh Anaval Ganseal Meeting fe approval af the shareholders ‘Appointment of Corporate Governance Compliance Auditors Miz. Ahmed Zaker & Co, Chartered Accountant, existing Corporate governance compliance auditors rotres at the 28th ‘Annual General Meeting Being cligible, they have offered themsshes for reappoitenent 35 Corporate Governance ‘Compiance Auctors of the Company for the year ending on 30 June 2020. The Board also recommended reappointmart of listing corporate governance compliance auditors Ms. Ahmed Zaker & Co. Chartered Acceuntans for the year ending an 30 June 2020 which sto be plced atthe ensung 28th Annual General "Meeting fr approval of tonorable shareholders ‘Audit Committse of the Board ‘The Aucit Committee reviews the quarery, hal-yeary and annual Finaneal Stazemenes and siatoments of roated party transictons. ‘Also, & reviews adequacy and elfectiveness of fhancialreportng process, accounting pelcies, internal central and rik maragement process, Is aso responsibie for overseeing the management letter alone with performance recommendation on appcinement ané re-appoinemant of External Auditors. Currant, Audie Commitee consis ofthe following: 1 MAZMSundefitmat — Onrman—kpenenDrecoe 2 MeRipminowtana Panter Vee Carr Drecor 2. MeShahMihmnattaen —Manbar rece 4 MeAK Rahs Aimad —Menbee leper Dencae 5 Met DsovarHeenn CS. Mare Sictry Copy Seay [Nomination and Remuneration Committee of the Board In pursuance ofthe Bangiagesh Securites and Excnange Contmission’s [Notlicaton No, BSEC/CMRRCD/2006 -1S8/207/Admin/80 cated 3 June 2018, the Board of Dicectors of the Company has constited ‘the Nomination and Remuneration Committee to set the principles, parametors and governance framework for the neriravon and remuneracion ef the Directors, Key Marageria Personnel. top-level Executives and other employee comprising the senior management. The Composition of the Nomination and Rerruneration Committee is given beiow: Psino | nme esas | rests 1 MAZM Seabee Osha ipa ser 2 Pestana Asm, 8 rater recor 2. MeAK Rate Abad Marber epee Oreooe 4 Me DeovarHisin ACS Marber Sentry Conny Srey ®) ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Subsequent Events ‘The subsequent everts to the Balance Sheet date are as flows: + The Beard hae approved the purchase of §1,00,000 Ordinary Stares of Tk.10/- each of the Zodiac Power CChisagong Lined with effect from August 06,2019. + The Board of Dirsctors recommended for declaration and approval of avdend @ 30% (15% cash and 15% bonus) for ‘the year ended on 30 June 2019 subject to approval in the 28th Annual General Meeting ofthe company. + The Board of Directors has desided and sanctlonod «0 ell ‘of 816,73 decimals of lnd of the company located at Danga Moura Polssh Upazila, Navsingdl, Dhala in faver of Comins Comer Chaka Ursin, a wsuele OF die Company in consideration of the sale value of Th. 9,80,07,600/- which sto be placed atthe ensuing 2Bch Annual General Meeting for the approval of the honorable shareholders. + The Board of Directors has appointed Major General Abul Kalam Mohammad Humayun Kabin(Reed), SUP. ndu, psc. 2 Jormer prcfessional military officer, Bangladesh Army, and Ms, Rabeya Jaral, wn ndvacate, Supreme Court of Bangladesh 0s Incependent Directors of the Company for a period of three: {years with effect from Ist December 2019 subject 29 the approval of the shareholders at the ensuing 28th Annual General Meeting ofthe Compary. Corporate Governance and Compliance CCL Board of Directors commitied to meeting the highest standard of corporate governance and disclosure. The Drectors are conscious of their resporsibilies in supervision and direction Of the alters of Jve Compu mneasTorinky wt Ute praais of sourd corporate governance. In fulllment of those responsiiles the directors have e: up for themselves the principles chat wil be followed by thelr own invelvernent in the corporate function and In setting uo clear guidelines for the executive management ‘We conti tha: vie Corpary has complied the relearn condos of angadath Secures and Exchange Commins (BSEC) Natfction no, BSEC/CIRRCD)2008-158/207/Acrin80 eatec 3 june 2018, The compliance report ie appended herawthac Anganire C. Further, a Certificate of Compliance required under the said conditions, provided by M/s, Ahmed Zaker & Co, Charered ‘Accountants also annexed to this report in Annexure B, Adlenowledgement The Company ard its Board of Directors would like to exten is Joremost regard and appreciation to the valied shareholders and other stakeholders of the Company forthe present support and. guidance to the Company that led to the cumulative achievements. They also express their gratitude to. the Government of Peoples Republic of Bangladesh, National Board of Revere (NAR), Regisrar of Joint Stock Companies and Firs |RSC), Bangladesh Securities and Exchange Commission (BSEC), CCeriral Depository Banglades) Limited (CDBL}, Dhaka Stock Exchange (OSE), Chitazong Stock Exchange (CSE), the Company's bankers and other business parmers for ther «cooperation, postive support and guidance. We promise that we will continue our journey towards a bright future. We look ‘orvara te your contnung support n the conurg years for sre smooth growth f the Company. Finaly, Members of the Board of Directors also put on record their deep appreciation and thanks to all executives, staffs and workers for their hard work, dedation, sincerity and commitment that they have shown for steady growth of che Company May Atah bless us all. (On behafaf the Board October 26,2019 Ener Rezaul Karim (Charman @® ANNUAL REPORT 2018-2019 SOG HT Loss HTT ANG TRLAT BAT orate Seer Pere PIS or SRC AfEN TR HE ERE cicataatied bualinausnaiedaiaeioatersh ake re Tae ERE Te CONT Fare oe Feeaeh SET ‘ssn aan crea we He | sabe Hera corer IRE Swe FR A, Sab ra CBB as eae faree Few 38 (exe a wits ate eam), vet er rma NATE a TSG ax reas RAT ae TOTTI PRSMha STE ATTN BET (Ruch) aracerr a Reva Provevearebife;gcoe.seh 904 emveivo BIN © Aone wrote aU RN weer Te ma ascent que er EaIER| meres wR Ter AE Gre ef a GTR TE TN CCE HE eee gfe « Meeecnme cat fe ere) eet ofeaeeT Ba WHT wT RoDe 3 HE MET FSFE GIT W.20% We we re 2038-3 aE FARE 4.nO ae BATH 0.28% sosn-se 8 er rorC Beer re ee er a cree “Ba RET ae oe eo eee Dt a ave al ee AE or cscece) Foe aa Go MEU TeTTOTT go39-<0 OE eae ans Ree Ho we aa GeaK wee rere wags Re Fao ed Rode WE ae eo aE FER 008 ras ome fg FO fe fe, a2 ET OTE 48 RM AE SH Spon RIE A oe GT aHEE ATT TR mo 6 9.08 ACTER | sitet store sien © Fic rare x crags fen ees ace cree on wa, cI, ONE ee ge UAE A Ca Care We ee Fe ANTE ‘fees afr cree) anviafes fefettre, comm ace Rear, tor were, Gore ‘Bee ore (efter aoeo wee wer wee, meet « cate foe prema, a Me aT DEM, ce Ae eee, ITAL acre RE, Fae eR TE MR ANT ARETE BET TAT mE TING | GE RET eR SS VA COM ARTE TUR AT “arpa eam orem sewn Ror guvies sf Sore nf on air rem aCe “AROTERCH PIR PCR RAC PT Fre ece Fret crane RRER Tea | (Fes eH OE ine” so las 2 OTE CoRR Ee aT ose i es wrer Sy aeiawe i Skee a Geen a enka TTI AE Tee STAR as use Here srtEE GIST ext faarsreehts /soot-ser/ronlanrryvo BA oo Lode ECE CT AHI aS HE TERE STAT ‘efoon worm © sifiece Priore Ate, Re ax ebro Bay RR CRATERS AG TE Seats fares we seer os ema af othe eae ® ANNUAL REPORT 2018-2019 onal oH rere RG aces eed Oar EA + some “fore etre SUE MARIS" a UT 20 FT UE e3,09,000 ARIE ee IE BATT Bt wo some scr wife SARS 9) GEPHR WTR TNE TA AS ANT CERO NEAT 6 WTAE BAT Coat BH Sok Pa SSE 20 (28 TT @ ae ce eT ET ' s faerreT o byo9uo0 Bret Prana Fee core wo9.te see BA oie Gn, sere Soca, Fe, OA uate “astoren facet vim T= Fra face Brae 8 apn Pane a see wer site ment em Tae CERO NERC BAT BMT TE | 2 eae me case RFT EHH TET at (Be), OREM, anf, fran, ces eI ARIAS Be, aeerors OTA ee OTs ATT BIT, ATES, MAT 2 oto rn fer ces Gam eT Vee “freee FT ‘Bear PORcen "gar TSOHeR, Robb BENET VAR Ce BIKE TT ape we ae ores enn ae omecRnETEC aaa Hest wos STAINS 9 ee | ae exam ofr culls mean ax ona oe fr Whroob-sek/eogiemrnivo TN oD WR, Sosy RERETT sate uted afters an orce) wee tran corona ‘were fet-Annenue-C 4 7g eH eae | To SCT CONFIDENCE CEMENT LIMITED WraTitit ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Annexure-1 . . Directors’ Declaration The Directors also report that ‘Tne Company 1s determined to ensure good governance by complying with al the applcabe rules and reguators of Corporate Governance and the Directors are pleased to corirm the following 2) The financial statements together with the netes thereon have been drawn up in corformity wth the Companies Act 1994 and Securities & Exchange Rules 1967 and other applicable rules et. These statements present farly the company’s sate of affars, the result of ts operations, cash flow an changes in equiy >) Proper books of accounts ofthe company have been maintained. ©) Appropriate Accounting polices have been consistent applied in the preparation of nancial statements ard account estates sre baced on raacorabla and prudent jdgrent. 4) The Intemational Accounting Standards (AS), or International Francal Reporting Standards (IFRS) ae applicable in Bangladesh, have ‘been folewed inte preperation ef financal starenects. ©) The syscems of internal convel ofthe company are sound and have been effectively implemented and monitored, 4) The minority shareholders have been protected from abusive actions by, or in the interest ef, cortaling shareholders acting ether directly or ineirectly and have effective means of redress. 2) There are no signficant doubts upon the company's ality to continue a golng concern, 1h) There is no signticanc devavon n operating results compared to the previous period 1), ey opting val eta of at tt roumig fire poi fo rh Isvith fn tm papas 28 uf Bésregnn 1) No bonus share or stock dividend har bean declared ss interim dividend during the period under reviews 1) The proftabilty ofthe company his increased. 1) The numberof board meetings and the attendance of drectors during the period ended 30 june 2019 were as follows: fee] ig Raid Wa aia « . ‘Mic Rupan Kishore Barua Vice chaliian 6 3 Mr rran Karim Vice Chaleran 6 5 ‘Me-Shah Muhammed Hasan Director 6 6 Mrs Runu Anwar Director 6 4 Meena Karim Director 6 5 ‘Me’Shamstl lam 8 Nominated Director 6 6 MicAZM SazzadurRaberan Independent rector 6 6 Mic AXMRachidudlin Ahmed Independent Director 6 é MeZabi Uden Aree ‘Manaaine Director 6 6 1m) Report an pamern an shareholding is enclosed herewith inthe page n- 29 af thi rp. 1h) Management Discussion and Analysis report signed by MID is enclesed herewith in the page no - 33-35 of this report. ©) Certiieavon by the CEO and the CFO is encosed herewah as Arexure-A in the page no - 36 of thisreport P) Cevtieate regarding compliance of conditions ofthe Corporate Govemance a: Annexure:B inthe page ne - 37 ofthis report @ ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Five years financial position ASSETS, Properyplant ard equipment 4093704 415532766555 1883366 1895919 —_1,935.798 ‘Capital work in progress woos 9 29.1449 179% 316.436 lovesene fose7 10103) 356395203549 arse aT Ievesene in woes 12466 dois 23639927921 115498 40ds0 ‘Total non-current assets SAG7.1694948,197 4639,107 3870565 2968292 2504429 lovers soles 75691 24200301 2 amg 395,04 “ade Recehatles 380872 102.04 B5S5AS 742.689 762508 733.052 ‘Advances, deposts and prepayments 1s99624 seas 1.129272 1.065237 1,025,334 tlerreconatle too.iat e392 118883, (036i? 90528 Short term invesent in fied doposts 250000 1061344589, 148489 125.099, (Cas and cash guraents 113779 883557130340 (i376 “otal Current asets 3396302 spe a68 35 ___2599,718 23 4 “Total Assets 9,094,071 TTA 055 6246,000 5,568,010 5,027,863 EQUITY & LIABILITIES : Equity: ‘Share Capital cA7906 S389 BRS 149935 4993 49.938 ‘Share Promivm 65808 658,090 658050 3050 658.099 Gererlresene 371863 371.863 371.853 371863 371.863 Revaluation reseve 497952 S37.636 577.705 sores) 148,162 Fair Vie Reson - @.i68) Retired earings Diaoeo 19274547656 1.143470. ares 680.773 total equity 36, 8, 3 055 uaBumies : NNon-current liabilities Long term oars asian : 350 7044 Defi banat obgsion (Gratuity) 65881 sons 49686 35,462 Defered exlbiy 231406 210% 235436 “Total non-current fables 7487 Bera 368,272 705,022 Current Libiites “ade payable wsese argos 5407 ta 982 usys7 tery Short :arm loans 2233086 39604653 3,196002 1.942583 1.468,718 1,303,281 ‘Curreneporonoflongterm temicars 262615 418017280 23.080 23,080 Provson for WPPF ae walare fe : 52187876 77s 2047 Currently sao 6038 rans eDaI3 3076 133.869 Other aby 44616 1259223629 240.385 (a6 105,138 “Total Currant Lisbitine 373.865 3473 005 3,103,706 Total Liability “4737.00 4.097.478 3940306 2.163.208 “Total equity and lables 2094071 6132443 7,724,055 5.568010 5,027,863 @ ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Annexure It Five Years Comprehensive Income Statement rr rg Pe © bs a cj = Peer ry eee TN Mer eee MES need eer Reverse seem 39167 3819373 RB 3873.66. ‘Cost of goods sold (4.474.550) (3.588.144) — (2.994.025) —_(.566.021) (3.057.034) (3.042.710) Gross Prof “38a 328640580 Reea TORRE 5B.6IT Seling & dsbuton expense (00,053) (107.52 (78.054) (35.262) RCH) oes Adrnisratve experse (198675) (192191) 076.765) (48935) @H) 5.854) (ter operating income Bs 8S 59420 5031 am “Trading Profi Tene 7 esa ase Fence cost 38097) (118053) (67324), HIS) (SON!) France incom mom 7a 5278208 282.98 Prof betre verter prftpartpatn rd (126747) (73058) 104, Baias_—_—35422 400,940 CCorerbuton to WPF : = Bai) (iter) (17714) nar) Operating profit before income tax (126747) (73058) 99159 210,171 _—~306568 300,090 Non-operating income “aan sm 78715] aATe) TS Star of profits) okmscces Netofes) 591769369974 237,760 175.044 76397 42,900) Pratt bore income tax Tease Provson for income Curent your (43239) 3895) A088) 62) E78) ——(HN6 1 Delerred tx (state) (2am) 150.960) s4218 (15666) [Net prof after tax aT HSS Cibar compen income er ht wi nvr be esed triton es esha ae or my be recs rf oss ‘Charge in fie a of avalabe forsale of franc sts - : : : - (52.079) Stare of rvaluton surp of stots 5 : 2 ‘Total comprehensive income 30967 305,066 a9 65954 Earning per share 933 735 735 ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED ees Pattern of Shareholding “Thema dtl he grein rnb stare otha company tl by 1D prem Stata or Arend rps ot eked pete Touconpery ony samt) corr oN aren Been CMTE TY mic wets rf he copy Tapers ») The rector, Che Excrtve Otter, Compa Secretary, Chel Prana Oty, ese oral Aud ane te pas and nor chiareh Rance sino. | Names Postion GREE | Percentage 3) | Ei Re aes Dir 1557 Te Spender Chien a Nt 0 3) | Ripa ore Bir recor yaeae | 4a ‘panera rer Caen oon I Q 3 [hr Bor ard a Sree saint Ta Spoweand nor Chen nn Wi 0 Teer ae Ora names | —_o sonue ad Mor Coen ia I 0 a eR A oer TT 77 fori d Mor Coen ia a fi 7 re in ae Sree Tai900 | Ea Speed ior Cen i st Q TU Caan a CanerRe DRE THES! ce Rerum Aum 0 De She en 80 ariel ORT TE a Sound Chien sa Nt 0 iy fe RH St ara inp Bar i 0 Sowa and Pre Chen = Ni n th AK adn ved independ Bina wt 0 Spas nd riror Chen sr Ni a TY ahi ar Ad agg Dror wi 0 Sonne and Minor Chien on NI Q ie ene Pek oa a Sia aS re o Soowe ad Minor Chien mn Nt i i Oar nA Sarpin TONT wi ° Spae ad Minor Cen on i Ye i Sl En Bn ACER Teed Tao Comins] NI 0 Spores ior hon me i a {JEsacaKar_ (ep hr) me playoff cp eta an a Daron Ciel ac Ofc, Conga Somany, hie Fara rc an ad ta & Sapa) sina | Mamas Peston a ee a fae er Seal ge Par ° a Sound Mor Cron sos ° A 3) | RAB ener Aa Sea Gene anager SBF ¢ o Speier Chien pa $ Q 3 ai an ae Gear Hasan SE var 0 Spine and Pro Cen mo @) | rar she Ser Rage 7 3 sone ad Pinoy Cen st ‘ n |e bi Sener Hagar Tapa 7 ° Speman Mia Cen au : Q 4) Shareholders holding 10% or more voting interest in the company (name-wiee deta): NI @ ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Pau eas Resume of the Appointed Independent Major General Abul Kalam Mohammad Humayun Kabir, (retd), SUR, nduy psc Major Gereral Abul Kalan Moharnmad Humayun Kabir, (rete), SUP, ndu, psc a former professional miltary officer with a succesful chequered career spanning over 39 years in military. public business, academic, foreign servces ard international dplomacy covering wide and vared spectrum of domestic and intematiora assignments, He earned his reguar commision n Bangladesh Army on 21 December 1980 securing the fist postonobtaining coveted ‘Chit of Army Staffs Cane! for outsancing performance: He rove chreugh the ranks to the senior level of General Officer demonstrating his meets for strategic lssuas and managenent. military operations. string leadership. cil-itary cooperation and hurman resource development. ajar Ganoral Kalam carpeted hieSSC and HSC fren Memanthaki Caret Callage Ha dil bie Se fram Chietagarg | Inrciy, MPS ene Natioral Unversity, MBA trem Trinity Universty and College, Delaware, USA, with ‘Summa Cum Laude! Master of Sclence (MS) rom prestigious Lined States National Defanes University (NDU), USA, He superby complatad number of professional courses beth at home and abroad. He i 4 ‘Distngutshed Alied Honour Gracuate'nInfarry Oficers’ advanced Course OAC), ard an Honour Graduate ofthe Uniod! States Exanhower School for National Security ard Ratouree Strategy and Derfence Servicer Command and Stalf Coleg, Mrpurangladesh, Ini tong lusous career, he commanded two infantry divisions and Army Training andDocrine Command jARTDOC) ~ Army's think-tank, anlefantry Brignde and 2 Bataion, a Sector anda battalion of BDR: Commandant, the Scheolof Infantryand Tactics: Director (Adrinistraton), Bangladesh Rifles (BOR); General taf Oicer First Grade, Army Headquarters; Chief of Operations the UN Peacekeeping Mision in Mozambique (ONUMOZ), Served 2= High Commissioner Exrs-Ordinary & Plenipotentiary to Konya, Tanzara and Uganda ard Permanent Representative (PR) tothe Urited Nation's Oficesin Nairobi, Kenya: Charan, Sena Kalayan Shangstha (SKS): Vice Chancellor. Bangladesh Unversity of Professionals (BUP), Miltary Secretary to the Honorable President (MSP) of the Peoples’ Republic of Bangladesh He also terved athe elected Vice Chair of the Commitse ofthe Permanent Representatives (CPR) ef the United Nations Habitat Programme (UN-HABITAT) in 2018-2018, He is deeply engaged and involved inthe field of education traningand human resource development, He served as Adjunct Professor in BUP, “American Intemational University of Bangladesh (AJUB) ands now inthe Faculty ofSouth East University. He wasn hsirucior Class A, in the prosigious Dalenee Services Command and Sef Collage, Mirpur, Ineructor Cave A ard B, School ofinianry and Taetir, Bangladesh Army He isan international Fellow of the United States National Defense Univesity, Washington D.C. and.aFllow o! the National Defense Cllege (NDC), Mrpur. He reguaty delivers lectures on various subjecisfisues in dfferertunivesitesand miliary collegesinstiutions/scools a3 pet epeaker. [A voratou reader and keen researcher, General Kalam, has mary publeations military joarnas tial dale anc foreign papers Heit 1. widey travelled person who has visited many countries. He is happily married and blessed with 2 chughter and a son. He enjoys reading, doing research ané playing golf Ms. Rabeya Jamali Ms, Rabeya Jamal is an Advocate of the Suprerne Court of Bangladesh and Partner, Jamali& Morshed, nw frm, She did her LLB (Honours) Irom the University of Dhaka, Department of Law, Dhaka, Gargladesh and Master of Lan in Banking Law Stucies from Boston University, School of Law, Boston, MA, USA. She is a member ofthe Bangladesh Supreme Court Bar Associstion, Ms. jamal has core expertise in Commercial Contracts, Construction Contracts, Jone Vensures, SPV relating to infrastructural development projects, Telecommurication related infrastructure, Power ard Energy, Company Law, Firarcil and Bankirg Laws. She isan Indeperdere Ditector of IFIC Bank Lined, Bangladesh, She & abo « member ofthe Board of Directors of IFIC Secures Limited are IFIC Money Trarafer (UK) Limited. ® ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED RISK AND CONCERN Riscis defined a “the chance of exporure te the adverse consequences of uncerin future event”. Thieiean integral part of ary business ‘Over our ong experience inthe industry we have managed to signiteanty enhance and achevea very robust and matured stage for our sk management process, The CCL's risk management proces i featured to estimate the prababiley of any uncertain avarts and provide adequate responses for eliminating the consequence of that event. The overall sks and management process thereof is discussed as below: IDENTIFICATION OF RISK Propare sit of potenti rss by referring to the relevant business erica infarmaticn which s obtained from various reporting line and also by taking into consideration of various non-financial factors relating co current political and economic stuatins. ANALYSIS OF THE OUTCOME Priorities the potential ris by considering the posite lkehowd and impact onthe Companys current and future prospects, DESIGN POSSIBLE SOLUTIONS. Prepare avotdance and corcingency plans by establishing controls at diferent levels of business and aso deciding of various strategies to initgate the ris, IMPLEMENTATION ‘The department heads then take all the necessary inklatves forthe Implementation ofthe designed sytem, evaluation ‘The maragement aways monitors the effectiveness of the desired systems through receiving various repors from diferent departments and f necessary then reanalyza. RISK ATTITUDE OF DIRECTORS. Board of Directors continually evaluates thet ris attude based on varying circumstances, They essentially stke 2 right balance between being rick averee and ris takers damanded bythe circumstances RISK FACTOR There are various risk factors associated withthe nature ofthe acveis ofthe Compa. Althoush, the risks of the industry are continuously valving, the Compary hes taken ressorable steps to dently materal rake thet could have hampered the Business ef the Compsny and had adopted preventive measures inthis respect CREDIT RISK ‘Credit aki the risk of financial oss co the company ifa antomer or a courter party to «racial instrument fais to meet its contractual obligavons. and arises principally rom company’s receivables from dealers. Maragement has a credit policy and the exposure to credit sk 's montored on an ongoing bas b. LIQUIDITY RISK guile rik the risk thatthe company will not be abla to meet ts rancial obligations 2 they fell due, The company/s approach to manag ing bquiity (cash anc cash equivalents) isto ensure, as far as possible, chat tw always have suficlnt iquty to meet is Hblives when 4ue, under both normal and stressed condtiors, without incurring uracceprable losses or risk of damage to the companys reputation Typical, the company ensures that i has sufiiontexsh and cath equivalents to mest expected operatinal expense, including nancial ‘obligavons through preparation of the cash flow forecast based on time ine of payment of fnancial obigatons and accordingy arrange for suicient quiity/fund to make the expected payments within due dates Moreover the company seeks to maintain sort term ines of credit ‘th acheduled commercial banks to ensure payment ef obligation in che ever that there i nsuficient ea to make the required payment. The requirement is determined in advance trough cash low projectors and crectines with banks are negotated accordingly. CMARKET RISK Market kl the rise that any change market prices, such 26 foraign exchange rates and intoratratee willaffece the compan/s income.or the value ef holdings of fnancllintrurnents @ ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED . CURRENCY RISK ‘The company & exposed to cureney risk on certain purchase such as import ef rw materal, Majority ofthe cempan/s foreign currency ‘ransactiors are dencminated in USD and relate to procurement of raw materials from abroad, ‘@ INTEREST RATE RISK Interest rate risk sche ris sat arses due co changes in interest rates on borrowirgs. hort term bank borrowings are, however, notsignfl- canty affected by fucuationsinincerest rates. The company has nat entared ro any typeof derivative intramentin order to hedge interest rave ink as a the reporting date. {PRICE RISK, Price rick represents the risk thatthe firvalue of future cath fows of fhancial statement wil fictunts becaiss ofa changeln market prices "nance departmers estimates the product cos: and the marketng department, cr cormpring other siifarIndusries determines the markes, price of product after adelng reasonable profit to makeitcompettve 1g OPERATIONAL RISK Operational risk addresses the risks associated with frud, forgery, unauthorized activites, errer omision, system falture and external evertsamong others. Feld Supersors Checkist, Ceci Inspection Report, Hire Financing Documenvation Checkis tc arein placecover- Ingal probable sls associated with compary's business and operations. Surprise audits and irequontinspections are also made on a regular basis to make sure thatal control too are furetoning propery. hh. INDUSTRY RISK, lt resus from change of market condition, competitor’ behavior, and policy changes of the government are associated with those risks (CCL recognizes that good information is the key to forseast, assess and manage the risk ‘The management has over xponsibilty forthe exabshment and oversight of the compan at management framework. The compa ss rik ranagemere policies are established to identify and aralye the rks faced bythe company. © set appropiate rsk Its and contra, andro monster rks and adhererce tits. Rok managerert ples, procedures and syste are reviewed regularly 0 rflect charges in market conditions and the camrany/s acivtias Ths note pracensinfarmatin ahout the eampan/s expose to each ofthe ‘olowing risks, the compary/scbjcines, plies nd processes for measuring and managngrsk andthe companys management of capita @ ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED MANAGEMENT’S DISCUSSION AND ANALYSIS: Incomplance withthe Condition No, Sey ofthe Corporate Goverrance Coder lsued by BSEC vide itnotfeation dated 3 une 2018, brit "Management analy sgrven cn company's postion on tie operations ané tnancal statements focusing in parseular on te following sues: a) Accounting policies and estimation for preparation of financial statements The firancal statements ave been prepared in accordance with the Intemational Accountng Standards (IAS), ternational Francia Reporting Seandards (IFRS) ss adopted in Barglaesh by ICAB, the Companies Act, 1994, cha Secures and Exchange Rules, 937, and other applicable ‘awsard regulations in Bangladesh, The Cash Flow From Operating Activities ae prepared under drectrethod as prescribed bythe Securites aed Exchange Rules, 1987. ‘The francial statements tave been prepared on 2 historical cost bass, except for debt and equity francilasets and contingent consideration thachave been measured at fir vue. The final staternents provide comparative information in expect of the previo period. In January 2016, the Incest of Chartered Accountants of Bangadesh (ICAB) has adopted international Francial Reporting Standards issued by the International Accourtng Strcdards Board as IFRSs. As the ICAB previously adopted such standards as Bangladesh Fhoncial Reporting Standards (BFRS) without any modiiatin, ths recent adoption wil not have ary impact on the franca statements of the Company going forward. A number of new stardards and amendments to standards are effective for arnwal periods begining on or alr | July 2018 and cextor applcaton is prrited Deals the significant accounsirg polices are avallable n Note No, 3 ofthe Financial Satements. 'b) Changes in accounting policies ané estimation ‘The Company applied IFRS 15 (Revenve from conuracts wih customer) forthe frst ke. The nature and effect ofthe changes a a result of adoption of these new accounting standards re described below, Several ether amerdments and interpretations apply fr the fret ime in 2018, but do not have any impact on the Snarcal staterments ofthe Company. The Company has not adopted any standards, icerpretations or amendments that have been issued, but are not yet effective. Thefinancal efet of adopting FRS 15 ae a | January 2018 by ICAB i depicted in Note 2.09 ef the franciletstement, ©) Comparative analysis (including effects of inflation) of financial performance or resuits and financial postion as well as ‘ash flows for current financial year with immediately preceding five years explaining reasons thereof has been described below errs Rovarne 4532004 3916.74 3409.75 9st] «637271 «3.616.327 GressPrott 358344 © 3086406353506 82 570236 S83617 Prot Before Tax 4735325506821 360202 49816 ‘Net profit forthe year 339288 305,866 = 498,24 9.85 326,140 les954 Sharoholdor' Equity 4356472 4934965 3,703,049 -3,318620 «3.102568 (Beas “ots Asets 9.094076 8.132.442 7.724.056 6246000 5568010 5.027.863 “ota Current Assets 3596305 3/624 3084868 2675435 S8TIB. 2443834, “Tous Current Libis 2988804 373,965 3.673.006 2639,109 2.162705 ——.738,186 (Current rato (Tine) 1203.00 085:hc0 0.8400 .01:1.00, LU:L60——13841.00 The Company's turnover forthe year 2018-19 increased by 23.39% equialent to BOT 916 Millon in comparison with tht of the prevous yea. “The groweh wae principally driven by stopped up sctivte inthe tlos and marketing rare and price ineraaza. Tha Gros: profi, which nerenced 9104 % equvalere 0 BDT 30 Milion, refecs the impact of volume and price increases, ccupled with cos savings natives such as producity Improvement, machina utlizaton ané operational loss reduction. Not rote After Tax which increased by 27.27% to BDT 83 Millon as to the reason thatthe company hasrecelved the share of prof rom te assodace companies which increased 59.59% coBDT 72 Milion in comparison ® ANNUAL REPORT 2018-2019 a 2 CONFIDENCE CEMENT LIMITED CASH FLOW MOVEMENT Jose se |e 2h Net cashflows rom operatng acuvtes (474191) ($09,133) 20,708 183,658 ose (122,369) NNeteash ows used investing acivtes (170,778) (213,108) (743.931) (407583) (491,016) 231,703), [Not cath flows utd in nancingactitioe 700.987 (92,184) |,048.458 280628 199676 314,120 eclnreae bere neh al ah equines 64354 (614.132) 725.218 43.297) 113510987) ‘OpenngCash and cash equvaerts 49406 863598 138340181 836 ale 108.087 ‘Glsing Cash anc cash equvalenss N3730 9426 863.558 138340 181.836 e816 ‘Net Opemtng Cash Fw PerShare (NOC) G2) 943) 935 364 902 ean DIVIDEND “The Board of Drrectors of Confidence Cement Limited recommended for dedaraton and pproval of dividend @ 30% (159% casn and |5%bonss) for tho year ded 30 june 2019 subjectto dedare and approve nthe 28th Annual Gereral Meeting the Compary. With this recommendation of proposed civaend, he surmary of the etal avdend Is gven below (ain 000) =) as east Loe Net Prof ter Tax 399257 30586698249. mi640 165,954 Earigs Por Share Te60) ThS67 —THODI. Th 1022 Thras Th485 (Cash Dividend 15.00% 15.00% 15008 10.00% 2750% 25.0086 Stock Dividend {5.00% 20.00% 200% = : i Number of Shares earpoese 53992224 4493.20 44993520 44993520 1493520 (Cash Dividend pr Stare is 1s \s \ 2s 25 (8) Compras of the Rnenctl performonce or veoulte ord fnenctel pyoeton we well as caah fows with the por kdutry acento: sites a , ae ee ee ay CCL (Conflence Cement Limite), M. Cermart Factory Led (MICFL), Pree Cement Mis Lid, (PCML}, LafargeHolim Bangladesh Led (LHL), Heidelberg Cement Bangladesh Led. (HCBL), EPS = Earnings pe Share, NAVPS = Net Asst Valueper Share, NOCFPS = Net Operating Cash Flow per Share, @) ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED {) Financial and economic scenario ofthe country and the globe has been discussed briefly in the following manner: Bangladeshis the 4st largest in the word in nominal terms ard 30th largest by purchasing power party (PPP); tis Clssfed amorg the Next leven emerging market middle income economins and Fonte market. GDP growth is accelerating grdhally. Alone with the current FY2016-19, the GDP growth rate of the economy of Bangladesh surpased the 7 percent mark for consecutve four times since FY2015-I6 According to Estimated Bangladesh Bureau of Static (BBS) the GDP growth stood at 8.13 percent im FY2DIB-1S, which was 7.86 percent in previous fiscal year, High growth of manufacturing sector under broad instr sector has contrite sigan so achieve high GDP growth ‘nth fiscal yar. Per Captal GNI (Gress Nationa Income) and GOP (Gross Domestic Product) stood 2t USS! 909 and USS',827 respectively ‘in FY2018+19 compared to USSI,751 and USSI,675 respectively fn FY2017-18.0n the basis of PPP (Purchasing Power Pay), calculated by UNDP, te per eapta GNI sto a: USS3,524. The real GDP grewrh for World economy stands 2t 3.39% Source: IMF) Bangladesh registoredthe fastest groweh rate the Asia-Pacific economies comprised ef 45 cauntres, according to Asian Development Bank Bangladesh wil connie tobe che fastest growing economy in the Asia-Pacific, the bank Said ints Asian Development Outlook (ADO), Public and private investment were important contributors to the high GOP growth rate n 2019. Real investments increnead by 13.8866, Public snvestment fo GOP rato increasea wrile private investment to GOF rato decreasec. Acccrang tothe UNCTAD's 2019 Wortd investment Report, Foreign Dirac Investment (FD!) inflows to Bargladeth closed 3t USO 361 billon in 2018 an incraate compare to USD2.15 billion £82017), The man investors in the country are China, South Korea, nia, Egypt, the Unted Kingdom, the Urited Arab Emirates and Malaysia. “Total FDI stock was ertinatod USD I7 sillon (5.996 ofthe count/= GOP) in 2018 by the UNCTAD. The country rarked I 7éth out of 190 {economies in te Werld Banks 2019. Doing Business ranking, rising one point compared to last year. The county's Logistics Performance Indo he dropped over tho lst two years, signaling a egifican concern for local and forsigninveztarr. ‘One ofthe most danely populated econemit inthe world, Bangladesh hie continued makingimpresive strides achieving socal development goals for is 165.55 milion chiens. The resiience ofthe country’s ecanony is commendable. However, sound economic policy mustbe implemented to mitigate under performance ofthe irancial sector, dversfy exports andcreste beter ‘employment opparumiies by nreasng private investmers. also requir to migate the infrastructure botlenecs,ineficent power and gas supplies, bureaucratic corruption, potical nab, ratural calamities and lack of skilled workers (Risks and concerns issues related to the financial statements CConfidarce Cement Limited has exposure to the Counterpart Rk, Francial Risk, Credit Rsk, Liquidity Ride and Market Risk arising from the ‘nancial statements. The deta explanation of rskand concerns are explaned in the annexure-V in tis Report, Confidence Cement Limted has sulicent and elective measuresiconrosto mitigate therskand concerns. (2) Future plan or projection or forecast ‘The Maragement of Confidence Cement Limited is very postive in adoption of necessary feasible plans and strategy in respect of sustnabiity nits performances & franc pesticn ard to certrue the operations for freseeable ture, ‘managing Director 260ctober, 2019 & ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED Annenire- A (AsPer conetion no. 15x Declaration by the Managing Director and Chief Financial Officer to the Board Date: October 26,2019. ‘The Board of Directors Convidence Cement Limited Agrabod Accoes Road ‘Charcograr ‘Subject: Declaration on Financial Statements for the year ended on 30 june 2019, Dear Sirs, Pursuant to the condition No. | (5) (oe) imposed vide the commission's Novfiaon No. BSECICMRRCDY2006-158/207/Adminv80 Dated 3 june 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we dohareby declare thet: (1). The Firancial Statements of Confidence Cement Linted for the year ended on June 30, 2019 have been prepared in ‘compliance with International accounting tandard(AS) or Intemational Fancial Reporting Standards(FRS), as applicable in the Bangladesh and any departure therefrom has been adequately dacosed; (2) The estimates and judgments relatad to the fara statements were made on a prudent ard reasonable bass in order for Ue faci taverns io reveal ative ant fi ew (3) The form and substance of transactions and the Compary’s state of affirs have been reasonably and fairly presented in its ‘nancial satement; (4) Toensure above, the Company has taken proper and adequate cae in nsaling a system of internal control and maintenance ‘of accouring recerds; (5) Our Internal audiors fave conducted period audis Co provide reasorable assurance chat the established poles and procedures of the Company were consstentl iolowed, And (©The Management's use of the going concern basis of accounting in preparing the financial statements is appropriate and there ‘arte ne mata ipeertainny ruled to verte or condone that may eattsigaicant daubt an che Campany'e abil ce “continue 28a gong concer, In tis regard, we aso corey that () Weave reviewed the financial statements for the year ended on June 30, 2019 and that to the best of our knowlege and blot (@) these statements do not contain any materially untrue statement or omit ary materal fact or contain statements that ight be misleacing: (6) chose staternonts collectively presort tree ard fair view of the Commpany'salfars and aren compliance ith existing accountng standards and applicable ls i) There ae, to the best of knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, legal or in violation ofthe code forthe company's Boar of Directors ors member Sincerely yours, ee "Newaz Mohammed Iqbal Yousuf Managing Director Chie Firancial Offenr © ANNUAL REPORT 2018-2019 CONFIDENCE CEMENT LIMITED ister condone Ahmed Zaker & Co. ee, an Fc eat ak on cae GHIRTERED AGEGUNTTTS Sarvs Meron ea tieaveesacoee Report to the Shareholders of Confidence Cement Limited ‘On Compliance on the Corporate Governance Code (As required under the BSEC Codes of Corporate Governance) We have examined the compliance Status to the Corporate Governance Code by Confidence Cement Limited (“The Company’) for the year ended 30th June, 2019, This Code relates to the Notification No, BSEC/CMRRCD/2006-158/207/Admin/80, dated o3th June, 20:8 of the Bangladesh Securities and Exchange Commission. ‘Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to te conditions of the Corporate Governance Code. ‘This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporte Governance Cade as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by institute of Chartered Secretaries of Bangladesh (ICSB) in so for as those standards are not inconsistent with any condition of this Corporate Governance Code, We state that we have obtained all the information and explanations, which we have required, and after de scrutiny and verification thereof, we teport that, in our opinion: a) ‘The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above-mentioned Corporate Governance Code issued by the Commissi ») The Company has complied with the provisions of the relevant Bangladesh secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) ‘as reqired by this Code; ©) Proper books and records have been kept by the company as required under the Companies Act, 1994, the securities laws and other relevant laws; and «) The Governance of the company is satisfactory. 4o.__- Place: Chattogram Ahmed Zaker & Co. Dated: 1th November, 2019, Chartered Accountants ‘Signed By: Arup Chowdhury FCA, Pertner ID GGiE ters Meson, toss #7, sooe # 4 Uae Work ows. blake t99 INDEPENDENT MEMBER OC Rou (Hoe pal C/A, Clan ~ AHO, El: Ane aon.cmt @ ANNUAL REPORT 2018-2019 L. CONFIDENCE CEMENT LIMITED Annexurec ‘sper contin No.1 £6) 6] Corporate Governance Compliance Report Seous of compliance wth te conden iposed by the Commision Notion No. SECICMRRCD/206. 158207) ead 3 june 2018 ‘sted under secon 2 o the Secures and Exchange Ordnance, 96% (Report under condition No. 9.00) ao Ca is Cony 10 }OARD OF DIRECTORS: uu ‘Size ofthe Board of Dirsctors ‘The total number of members of a company’s Board of Directors thersiaer referred to a8 "Bosrd") shall net be less than 5 (fe) and more than 20 (rwenty). 12 Independent Directors: 12G@) At east one-ith (1/5) ofthe total numberof directors inthe ‘company's Board shal be indeperdent directors. any Faction shal be considered to the next integer or whole number for cakculatng numberof indepondent direcion(); 1.2(@)@) who ether does not held any shar inthe company ox holds less than one percent (/%) shares of the tral paid-up shares, v ofthe company; 1.2(®))__ who Is not a sponser of the company or is not connected swith the company’ ary sponse or director er nomieated “director or sharebolder of the company oF ary of its ‘associates, sister concerrs, subsdlaries and parents or holding eruias who holds ane pereart (136) or more shares ¥ of the total pac-up shares of the cempany on the bass of {family relasonship and his or her family members also shal net hold above rentioned shares in the company 12(@) (0H) who as noe been an execiRie of the company in Immediately preceding 2 nancial year 1.2) Who does noe have ary other retaonshp, whether Pecuniary or otherwise, with the company ofits subsidiary | v ‘ssodated companies 1.2(6)(%) _ whoisnota member or TREC holder drector or officer of any sock exchange: 1.2) Gi) who Is not a shareholder, director excepting independent director oF officer of any memiver or TREC holder of stock v ‘excharge or an irtermedary ofthe capital market 1.208) (ii) _ who is nota partner or an executive or was nota pariner or an executive during the preceding 3 (Bree) years of the concerned company’s statutory audit firm or audit firm ’ engaged in interns audit services or audit frm conducting special audit or professional certifying compliance of this Code; 1.2.) (ity. Who is not an independent dretor in more than § (ve) sted companies, 1:2 (by (x) who as nct been convicted by 2 court of competent [urisiton se a dafauiter in paymant ef ary ean or any advance wa bank or a Nor-Bank Finacial Institution (NBFI} © ANNUAL REPORT 2018-2019 ars 120900) 120 1.240) 12{¢) 13) Lee 1306)6 1.3) 13()6) 130) ‘who has not been convicted for a criminal oflence involving ‘moral urptude: The independent drector() shall be appsired by the Board and approved by the sharehalders in the Annval General esting (AGM: ‘The posto independent directors) cannot remain vacant for sore than 90 (niney) ey and ‘The tenure of office ofan Indepencent director shal befor a period of 3 (Chree) year, which may extend for | (one) Pvased pee a fr yea are yo consdered for reappointment for another tenure ater atime snp of one tsnura, Le three years from his or her cemplation of consecuve two tenures [Le si year) ‘Qualification of independent Director: Independent Director shall be + knowledgeable indhicual ‘vith ircegrity who i able to ensure complance wth fancial laws, reguatary requlremenss ard corporate ls and ean ‘make meaningful conirioution to the busines. ‘ncependent rector shal nave the following qualsicavons: Business Leader who is or was a promotor or director of an unlisted company having minimum paid-up capital of Th. 100.00 milion or any listed company or a member of any ‘ational oF international chamber of commerce or busnest association: or ‘Corporate Leader who is oF was a top level executive not [ene thr Chil Eseries Cire Managing Diets et Deputy Managng Director or Chit Francia! Officer or Head ‘of Finance or Accounts or Company Secretary or Head of Internal Aude and Compfance or Head of Legal Service or a ‘anddate with equivalent postion of an unisted company having minimum palé up caplal of Tk. (00.00 milion or of a ‘sted company: oF Former offical of government or statutory or autonomous or regulatory body in the poston not below Sth Grade of the ‘national pay sale, wo has at lease educational background of bbacholor dagree in eccnomies or commerce or business oF lawior University Teacher who hae educstional background in ‘Economics or Cemmerce or Business Sues or Lav; oF Professional who is or was an advocate pracecing atleast n the High Coure Division of Banglacesh Supreme Court or 2 ‘Chartered Accountant or Cost ard Managemene Accountant for Chartered Financial Analyst or Chartered Cersifod ‘Accountane of Cerufied Punic Accouncant or Chartered Management Accountant or Chartered Secretary or equtalent qusfention ®& ANNUAL REPORT 2018-2019 No such case, Nosuch ease, Nosuch cate. No such ease. L CONFIDENCE CEMENT LIMITED ara 130, @) 14) 14) 140) ae), 140) 150) 156i) 1.56) 1.500) 15a) een ec) “The independent director shall have atleast 10 (ten) years of ‘experinzer hn any fold mentioned in cause (b): Jn spacial casas, she above quaifications experiences may be relaxed subject to prior approval of the Commission Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer ‘The positions of the Chairperson of the Board and the Managing Orector (MD) andlor Chiaf Executive: Offer (C£O) ofthe company shal be fled by diterentindivcuals, “The Managing Director (MD) andlor Chief Executive Officer (C£0) ofalsted cornpary shall no hold the same postion in another letad company, ‘The Charperson of the Board shal be elected from among the non-executive dirctors ofthe company: ‘The Board. shall clearly define respective roles and resporsibilties ofthe Crsirperson and the Managing Director and/or Chief Execucive Officer iy die abvene of ie Chal person of hee Bua, ube remaining members may eect one of themselves from non-executive directors as Chairperson for that particular Board's meethg: the reason of absence of the regular (Chairperson shal be duy recorded inthe minutes. Directors! Report to Shareholders: Industry outook end possible future developments in the dustry. Sogmont.nis ar produesnies portarmance Risks and concerns including internal and external risk factors, threat zo sustainabliey and negative mpact en erviconment, any: 1 discussion an Cost of Goode acld Gross profi Margin and [Net Prof Margin where applicable ‘A discussion on contrity of any extraordinary aetviies and their implications (gan or oss) ‘A dered discussion on related parry transacvons along with Seatrnsed dhnkrig srnoline, ali of ralabed pay cn ‘of trarsactions and basis of tansactlors of all related party {A statement of utilization of proceeds rased through public ‘sue, rghis issues ardor any ether instruments ‘An explanation if the francil results deteriorate after the comaary goes for Ini Pube Offering (IPO). Repeat Publi fering (RPO), Rigs Ofer, Drect Listing, ec. ‘An explanation on any significant variance that occurs bbeeween Quarterly Financial performances and Annual © ANNUAL REPORT 2018-2019 No such ‘ereurstances arson, No-sueh ems, Not Applicable Not Aopiicable Nosuch eae, 2 CONFIDENCE CEMENT LIMITED Caray ae ie 1.5@) «| -Asouimen of remuneration pal othe recor nce | yy independent decor 1 ec ecereet er eree neem reeyed 4 anager of te company presen fay tx sata of aa, Sime de cresten con torent deeeeneciy, (EY L.S@i) A statement that proper books of account of the Hsuer company have bean mained L.soiiy A sterent that appropriate accoucing poles have been consstencly applied n preparation ofthe nancial statement and thatthe accouring estimates are based on reasonable sd pdt gare |.S(@iv) A statement that International Accounting Standards (JAS) or Intornatioral Financisl Reporting Standards (ERS), 32 applicable in Bargladesn, have been ‘olowed in preparaton of the financial statements and ary departure thare fom hae been adequatey diclosed; 1.SGv) A statement that the stem of internal contol is sound in ‘design and has been erteccyely plemented and monrored, y Lsgey A saterent that minority shareholders have beer protected ftom abuswe actions by. or inthe icerest of, controling sharsholers acting ether directly or inrety and have V sffecve mers f redress L5G) statement thst there i no sghcae doubt upon the isver ‘company’s ably to contre a a going concer, he sue" ‘company is no considered to be 2 going concer, the fcc Y ong wth constr fal be ache |.S(avli) An explanation that signitcane deviatons from the fst year’s ‘operating rests ef the issuer company shall bo highlighted and the reasons threo’ shal be explained No sch case LS) A statement where key operating and fhancial dita of at ease precoding 5 (ive) yeorsshal be survmurized, v 13(on) Anyplace reson Ie suet Corey I declared dividend (cash or stock) forte year: No such case. 1.S(oi) Bard's statement to the eect that no bonus share or stock report on confess of interests. suspected or presumed fraud or irregularky or material deface idorsifod in the intoeal aude and compliance process orinthe financial statements: suspected Infringement of laws, rogultory compllances lnclding securities related laws, ules ard regulations; and @ ANNUAL REPORT 2018-2019 (fany) No such case No such case "No such mator aren, No uch rater aren No such rater arsen, bi! '546(@) ()(@) ary other matier which the Aucit Committee deems 560) 87 41 616) 610) “10 62 6.2 (a) 620) 620) 4206) 420) necessary shallbe disclosed to the Board immediately: Reporting to the Authorities: the Aude Commitee has reported to the Board sbout anything which has material impact on the nancial coneiton and rests of eperation and has scien with the Beard and the managernent that any rocifcaton is necessary 2nd ifthe ‘Audie Committee finds that such rectification has been urreasorably ignored, the Audit Conmnittze shall repert such finding to the Commission, upon reporting of such matters to the Board fr tre tor or completion oF sporid f 6 (in) months from the date of first reportng to the Board, whichever ie sarin, Reporting to the Shareholders and General Investors: Report on actvities earied out by the Audit Commetac, Incuding ‘Ary report made tothe Board under condition No. 5(6)3)) above during the year, shall be signed by the Chairperson of the Auckt Committee and discosed in the annual report of the isuer company. Nomination and Remuneration Committes (NRC): Responsbity co the Board of Direciors:- ‘The compary shal have a Nomination and Remuneration ‘Commitiee (NRC) asa sub-commitiee ofthe Board; ‘The NRC shall assist the Board in formulation of the nomination erzria or poley for determining qualifications, postive atribuces, experierces and independence of ‘directors and top level executive as well sa policy for formal process of considering remuneration of directors, top level executive; ‘The Terms of Reference (ToR) ofthe NRC shall be clearly cet forth in writing covering the areas stated a the condition No, (5). ‘Conitzution ofthe NRC: ‘The Committee shall comprise of atleast three members Including an independent director: All members of the Committee shall be nan-executive ‘iretorss Members of the Committee shal be nominated and appoined by the Boarc ‘The Board shall hive authority to remove and appoint any member of the Commitee: Incase of death, resignation, disqualifeaion, or removal of any member of uke Committee oF tr any oder cases of vacances, the board shall fil dhe vacaney within 180 (ene huncred eighty) days of occurring such vacancy in the @ ANNUAL REPORT 2018-2019 No such mater aren [No uch mater aren [No such mater arisen, [No auch mater risen ary 2 () The Crsirperson of the Committee may appoint or co-opt any external expert andior member(s) of staff to the ‘Coronas: dvi i hull bing rete Renate the Chairperson fee's that advice or suggestion from such ‘corral expert ander member(s) of staff shall required or ‘akible or the Commitee, 62(@) The compary secretary shall act as the secretary of they Committee; 62(h) The quonum of the NRC meeting shal not conseute without attendance ofa least an independent director; y No ch case 62() _No member of the NRC shal recenve, either directly or Indirectly, any remuneration for any advisory or consultancy role of otherwise, other than Directo’ fees or honorarium {rom the company, Chairperson of the NRC: ‘The Board shal celect | (ona) member of the NRC to be (Chairperson ofthe Committee, who shallbe an independent Airsetor; 636) nthe absence ofthe Chairperson cf the NRC. the remaining members may elect one of themsslres as Chairperson for that particular meeting, the reason of absence of the regular New nomena) (Chairperson shal be duy recorded inthe minutes. €3(@ The Charperson ofthe NRC shall tend the annual general ‘meeting (AGM) to answer the queries of the shareholders: v esi ofthe NRC 6a ‘The NRC shal conduct at last one meeting in a nancial 640) year, v $4 (@) The Csrperson of the NRC may corvene any emergency ‘meeting upon request by ary member of the NRC; No such case. 6.44(@) The quorum of the meson ofthe NAC shal be constinsted fh presence of either two members or two third of the members of the Commitics, whichever i higher. where ¥ presence of an independent director is must as required tuner condition No. 6(2)h): 6.4 (4) he proceecangs of each mectng of the NKL stal duly be recordad in the minutar and auch mirutes chal be confirmed inthe next meeting ofthe NRC. 6s Role of the NRC 65.(@) NRC shall be independere and resporsible or accountable to V ‘the Board and tothe sharsholders; 65(0)() (2) the level and composition of remuneration is reasonable and saufcion to atiract retain and motvate suitable dirsctors to run the company successful; {65 (4) ( () the relationship of remuneration to performance i clear and smeeis appropriate performance berchmarks: and v © ANNUAL REPORT 2018-2019 Condition ca 65 O00 65) 635 (0) i) 650) 650) 65 0) 650 m@ emuneration to directors, top level executive involves 2 bainnce between fied and incenve pay relectng short an Ibtgteewai performance atjecties

You might also like