30 - Jun - 2019 - 47 - 3 - BDLAMPS 2018-2019 Annual

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Bangladesh Lamps Limited Annual Report 2018-2019
welqm~Px Contents
cwiPvjKgÛjx 1 Board of Directors 1
cÖavb wbe©vnx Kg©KZ©v 1 Chief Executive Officer 1
cÖavb cwiPvjb Kg©KZ©v 1 Chief Operating Officer 1
cÖavb Avw_©K Kg©KZ©v 1 Chief Financial Officer 1
wbixÿv KwgwU 1 Audit Committee 1
g‡bvbqb I m¤§vbx wba©viY KwgwU 1 Nomination and Remuneration Committee 1
†Kv¤úvbx mwPe 1 Company Secretary 1
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cÖavb Af¨šÍixY wbixÿK I cÖwZcvjb Kg©KZ©v 1 Head of Internal Audit and Compliance 1
wbixÿK I e¨vsKvi 1 Auditors & Bankers 1

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58Zg evwl©K mvaviY mfvi weÁwß 2 Notice of the 58th Annual General Meeting 3
`k eQ‡ii Avw_©K I eëmvwqK Z_¨vejx 4 A Ten-year Financial and Business Highlights 5

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weMZ mfvi `„k¨vejx 6 Glimpses of the Last Meeting 6
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†iLvwP‡Î we‡kølY 7 Graphic Illustrations 7
cwiPvjKgÛjxi e„ËvšÍ 8 Directors’ Profile 8

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cwiPvjKgÛjxi cÖwZ‡e`b 13 Directors’ Report 13
†kqvi‡nvwìs c¨vUvY© 22 Shareholding Pattern 22

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eë¯’vcbv KZ©„c‡ÿi ch©v‡jvPbv I we‡kølY 23 Management’s Discussion & Analysis 23
wmBI Ges wmGdI KZ…©K wee„wZ cÖ`vb 27 Declaration by CEO and CFO 27
K‡c©v‡iU Mf‡b©Ý Kgcøv‡qÝ mb` 28 Corporate Governance Compliance Certificate 28
K‡c©v‡iU Mf‡b©Ý Kgcøv‡qÝ wi‡cvU© 29 Corporate Governance Compliance Report 29
wbixÿv KwgwUi cÖwZ‡e`b 36 Audit Committee Report 36
g‡bvbqb I m¤§vbx wbav©iYx KwgwUi cÖwZ‡e`b 37 Report of the Nomination & Remuneration Committee 37
wbixÿ‡Ki cÖwZ‡e`b 40 Auditors’ Report 40
Avw_©K Ae¯’vi weeiYx 43 Statement of Financial Position 43
gybvdv/ †jvKmvb Ges Ab¨vb¨ mgwš^Z Av‡qi weeiYx 44 Statement of Profit or Loss and Other Comprehensive Income 44
gvwjKvbv¯^‡Z¡i cwieZ©b weeiYx 45 Statement of Changes in Equity 45
bM` cÖenY weeiYx 46 Statement of Cash Flows 46
Avw_©K weeiYxi UxKv mg~n 47 Notes to the Financial Statements 47

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18-11-2019
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03-11-2019 ZvwiL †iKW© †WU wn‡m‡e avh© Kiv n‡q‡Q|
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NOTICE OF THE 58TH ANNUAL GENERAL MEETING
Notice is hereby given that the 58th Annual General Meeting of the Company will be held on
Wednesday, 4th December 2019, at 11:00 a.m. at the Dhaka Banquet Hall ( former Emmanuelle's
Banquet Hall), House No. 04, Road No. 134-135, Gulshan-1, Dhaka to transact the following
business :
1. Consideration and adoption of the Directors' and Auditors' reports and the Audited Financial
Statements of the Company for the year ended 30 June 2019.
2. Declaration of Dividend for the year 2018-2019.
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3. Election of Directors.
4. Re-appointment of Managing Director.
5. Appointment of Independent Director.
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6. Appointment of Auditors for the year 2019-2020 and fixation of their remuneration.
7. Appointment of professional for the certification on Corporate Governance for the year 2019-2020.
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Dhaka FCS
18-11-2019
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1. 03-11-2019 is the Record Date. The shareholders, whose names will appear in the share register of the
Company or in the depository register on that date, will be eligible to attend the Annual General Meeting.
2. A shareholder entitled to attend and vote at the meeting may appoint a proxy to attend and vote in his/her
place. The proxy form, stamped with a revenue stamp of Tk. 20, should be submitted at the Share Office of
the Company 48 hours before the meeting, i.e. by the close of business on 2nd December 2019.
3. For the sake of convenience, shareholders are requested to submit their queries on the Directors' report
Audited Financial Statements for the year ended 30 June 2019, if any, at the Share Office of the Company
preferably 7 days before the day of the General Meeting.
`k eQ‡ii Avw_©K I eëmvwqK Z_¨vejx
2018-2019 2017-2018 2016-2017

(18 gvm) 2015
1573.5 1475.8 1844.0 1262.9 1175.1 1031.6 953.5 681.6 622.6 615.3
40.2 56.6 87.7 41.8 29.2 -12.5 -47.0 65.0 81.6 78.0
weµ‡qi Dci kZKiv nvi (Kic~e© gybvdv / †jvKmvb) 2.6 3.8 4.8 3.3 2.5 -1.2 -4.9 9.5 13.1 12.7
29.3 40.5 66.2 30.9 19.9 -10.8 -49.8 47.1 61.7 58.5
weµ‡qi Dci kZKiv nvi (Kiev` gybvdv / †jvKmvb) 1.9 2.7 3.6 2.4 1.7 -1.0 -5.2 6.9 9.9 9.5
3.1 4.3 7.1 3.3 2.1 -1.2 -5.3 6.5 8.6 8.1
92.3 88.6 93.7 70.7 65.8 63.1 65.6 114.3 155.5 101.7
2.0 2.0 3.0 2.00 2.00 2.00 2.00 0.00 3.50 3.50
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.0 0.0
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†kqvicÖwZ g~j¨ (wWGmB, 30/06) 208.2 248.3 173.3 260.4 118.4 125.9 119.8 200.0 261.4 184.9
66.7 57.5 24.5 79.1 55.8 cÖ‡hvR¨ b‡n cÖ‡hvR¨ b‡n 30.6 30.5 22.8
1.2 1.2 1.3 1.2 1.3 1.3 1.3 1.6 1.8 1.9
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747.2 734.4 789.8 551.9 525.2 529.7 537.1 697.7 946.2 574.7
452.8 572.1 337.4 345.0 288.3 248.4 331.0 196.5 128.6 128.0
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343.2 298.9 216.9 187.6 226.4 255.0 247.3 297.3 245.0 258.1
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436.9 383.2 295.0 296.5 209.4 126.0 229.2 185.7 205.8 115.7
-600.0 -612.6 -304.9 -318.9 -253.6 -250.4 -353.9 -192.4 -147.9 -92.3
-413.4 -445.7 -347.5 -348.0 -320.9 -234.3 -277.0 -236.5 -176.4 -173.3
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219.5 195.9 196.9 162.2 149.7 144.7 176.6 250.6 255.1 236.1
966.6 930.3 986.7 714.1 674.9 674.4 713.7 948.3 1201.3 810.8
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93.7 93.7 93.7 93.7 93.7 93.7 93.7 72.1 72.1 72.1
771.6 736.4 784.4 569.2 523.1 497.1 520.9 751.8 1048.7 660.8
865.3 830.1 878.1 662.9 616.8 590.8 614.6 823.8 1120.7 732.9
101.3 100.2 108.6 51.2 58.1 83.6 99.1 124.5 80.6 77.9
966.6 930.3 986.7 714.1 674.9 674.4 713.7 948.3 1201.3 810.8
(wgwjqb msL¨K)*
we`y¨r mvkÖqx evwZ 6.6 4.6 5.3 3.7 2.8 2.3 2.1 1.6 1.5 1.6
ê`y¨wZK evwZ 13.7 13.8 21.2 18.9 18.3 19.9 22.9 21.4 26.6 29.5
‡d¬vi‡m›U wUDe jvBU 1.1 1.3 2.8 1.6 1.1 1.7 1.6 0.1 0.0 0.0
ê`y¨wZK miÄvg 1.1 1.0 1.7 1.3 1.7 0.0 0.0 0.0 0.0 0.0
371 370 401 337 323 319 254 248 246 206
3542 3243 2977 2537 3780 3817 3213 2839 2820 2940
1| Ab¨ †KvbwKQz D‡jøL bv _vK‡j, Dc‡ii msL¨v¸‡jv wgwjqb UvKvq cÖ`wk©Z| * wPwýZ msL¨v¸‡jv PjwZ eQ‡ii mv‡_ mvgÄ‡mï Rb¨ cybwe©©b¨vm Kiv n‡q‡Q|
2| 2015 mvj ch©šÍ 31 wW‡m¤î‡K ermivšÍ aiv n‡q‡Q|
A TEN YEAR FINANCIAL AND BUSINESS HIGHLIGHTS
2018-2019 2017-2018 2016-2017

(18 Months) 2015
1573.5 1475.8 1844.0 1262.9 1175.1 1031.6 953.5 681.6 622.6 615.3
40.2 56.6 87.7 41.8 29.2 -12.5 -47.0 65.0 81.6 78.0
Profit / (Loss) as % of sales (before tax) 2.6 3.8 4.8 3.3 2.5 -1.2 -4.9 9.5 13.1 12.7
29.3 40.5 66.2 30.9 19.9 -10.8 -49.8 47.1 61.7 58.5
Profit / (Loss) as % of sales (after tax) 1.9 2.7 3.6 2.4 1.7 -1.0 -5.2 6.9 9.9 9.5
3.1 4.3 7.1 3.3 2.1 -1.2 -5.3 6.5 8.6 8.1
92.3 88.6 93.7 70.7 65.8 63.1 65.6 114.3 155.5 101.7
2.0 2.0 3.0 2.00 2.00 2.00 2.00 0.00 3.50 3.50
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.0 0.0
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Price per share (DSE, 30/06) Tk. 208.2 248.3 173.3 260.4 118.4 125.9 119.8 200.0 261.4 184.9
66.7 57.5 24.5 79.1 55.8 N/A N/A 30.6 30.5 22.8
1.2 1.2 1.3 1.2 1.3 1.3 1.3 1.6 1.8 1.9
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747.2 734.4 789.8 551.9 525.2 529.7 537.1 697.7 946.2 574.7
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452.8 572.1 337.4 345.0 288.3 248.4 331.0 196.5 128.6 128.0
343.2 298.9 216.9 187.6 226.4 255.0 247.3 297.3 245.0 258.1
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436.9 383.2 295.0 296.5 209.4 126.0 229.2 185.7 205.8 115.7
-600.0 -612.6 -304.9 -318.9 -253.6 -250.4 -353.9 -192.4 -147.9 -92.3
-413.4 -445.7 -347.5 -348.0 -320.9 -234.3 -277.0 -236.5 -176.4 -173.3
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219.5 195.9 196.9 162.2 149.7 144.7 176.6 250.6 255.1 236.1
966.6 930.3 986.7 714.1 674.9 674.4 713.7 948.3 1201.3 810.8
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93.7 93.7 93.7 93.7 93.7 93.7 93.7 72.1 72.1 72.1
771.6 736.4 784.4 569.2 523.1 497.1 520.9 751.8 1048.7 660.8
865.3 830.1 878.1 662.9 616.8 590.8 614.6 823.8 1120.7 732.9
101.3 100.2 108.6 51.2 58.1 83.6 99.1 124.5 80.6 77.9
966.6 930.3 986.7 714.1 674.9 674.4 713.7 948.3 1201.3 810.8
(quantity/million)*
Energy saving lamps 6.6 4.6 5.3 3.7 2.8 2.3 2.1 1.6 1.5 1.6
Electric bulbs 13.7 13.8 21.2 18.9 18.3 19.9 22.9 21.4 26.6 29.5
Fluorescent tube lights 1.1 1.3 2.8 1.6 1.1 1.7 1.6 0.1 0.0 0.0
Electrical accessories 1.1 1.0 1.7 1.3 1.7 0.0 0.0 0.0 0.0 0.0
371 370 401 337 323 319 254 248 246 206
3542 3243 2977 2537 3780 3817 3213 2839 2820 2940
1. All
2. Up to 2015, the year-end date was 31 December.
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57Zg evwl©K mvaviY mfvi Awa‡ekb
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The 57th AGM at session

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Value addition chart Capital employed vs. reserves & surplus
(Taka in million)
Profit Other cost

2% 13%
Interest
2%
986.7
966.6
930.3
Taxes & Duties 1000
771.6
784.4
10%
736.4
714.1
800
569.2
600
Material
Depreciation 58%
400
2%
Labour 200
13%
0
2015 2016-2017 2017-2018 2018-2019
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Foreign Investors 0.03%
ICB holdings 0.38% Companies 2 5718336 61.03

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Foreign Investors 4 2665 0.03
Other Institutions 10.24%
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Other Institutions 96 960542 10.24
Individuals 28.32%
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ICB holdings 6 35597 0.38
Individuals 3434 2653468 28.32

Companies 61.03%
Total 3542 9370608 100.00
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1 to 500 shares
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2547 shareholders 4.1%
501 to 5000 shares

1 to 500 shares 2547 384198 4.1
5001 to 10000 shares
72 shareholders 5.3% 501 to 5000 shares 880 1338368 14.3
10001 to 20000 shares 5001 to 10000 shares 72 496468 5.3

10001 to 20000 shares 28 377796 4.0

20001 to 30000 shares
3 shareholders 0.8%
20001 to 30000 shares 3 73313 0.8
30001 to 40000 shares
2 shareholder 0.7% 30001 to 40000 shares 2 69192 0.7
40001 to 50000 shares 40001 to 50000 shares 2 81683 0.9

2 shareholders 0.9%
50001 to 100000 shares 4 302543 3.2
50001 to 100000 shares
4 shareholders 3.2%
100001 to 1000000 shares 3 1178711 12.6
100001 to 1000000 shares
12.6% 1000001 and above shares 1 5068336 54.1
3 shareholders
1000001 and above shares Total 3542 9370608 100

1 shareholder 54.1%
Total Shares : 9370608

Total Shareholders : 3542
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Chairperson
Mrs. Shahnaz Rahman joined the Board of Mr. Latifur Rahman joined the Board of Directors of Mr. Latifur Rahman was the member of the Governing
Directors of Bangladesh Lamps Limited in October Bangladesh Lamps Limited in August 1993, soon after Body of BRAC- the largest NGO in the world.
1993, soon after taking over the ownership of the taking over the ownership of the Company by Transcom
Company by Transcom Limited. She has been Limited. Mr. Latifur Rahman was elected Chairman of He was previously Chairman of Nestlé Bangladesh
appointed as Chairperson of the Company on April Bangladesh Lamps Limited in August 1997. He resigned Limited (25 years), Holcim Cement Bangladesh Limited
04, 2013. as Chairman of the Company on April 04, 2013. At (15 years) and Director of Linde Bangladesh Limited (10
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present, he continues in his position as Managing years).
Mrs. Rahman is also a Board Member of various Director of Bangladesh Lamps Limited.
companies under Transcom Group. Besides, she is Mr. Rahman is a former President of Metropolitan
the Chairman of Reliance Insurance Limited. Mr. Latifur Rahman is also the Chairman of various Chamber of Commerce & Industry, the position he held
companies under Transcom Group. Besides, he is the for seven terms and also a former President of
Group companies include, Eskayef Pharmaceuticals Chairman of National Housing Finance and Investments Bangladesh Employers’ Federation (two terms).
Limited (leading pharmaceutical manufacturers – Limited.
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formerly SmithKline & French), Transcom Consumer Mr. Rahman was Chairman, Bangladesh Government’s
Products Limited (first ever PepsiCo Foods Group companies include, Eskayef Pharmaceuticals Tradebody Reforms Committee and member
Franchisee in the world - salty snacks, Quaker Limited (leading pharmaceutical manufacturers – Bangladesh Better Business Forum, Advisory
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Oats), Transcom Distribution Co. Ltd. (distribution of formerly SmithKline & French), Transcom Consumer Committee on WTO. He was Member of the Executive
pharmaceuticals – SK+F, NOVO NORDISK, Products Limited (first ever PepsiCo Foods Franchisee Board of Bangladesh Bank (Central Bank).
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SERVIER, ALLERGAN and consumer brands – in the world - salty snacks, Quaker Oats), Transcom
Frito Lay, Heinz, Mars, Energizer, Schick, Distribution Co. Ltd. (distribution of pharmaceuticals – Mr. Latifur Rahman is an Honouree of “Oslo Business
L’Oreál, Garnier, Abbott Nutrition, Emami, SK+F, NOVO NORDISK, SERVIER, ALLERGAN and for Peace Award 2012” and was awarded Business
Britannia and Zydus Wellness), Transcom consumer brands – Frito Lay, Heinz, Mars, Energizer, Executive of the Year 2001 by the American Chamber
Beverages Limited (sole franchisee of PepsiCo, Schick, L’Oreál, Garnier, Abbott Nutrition, Emami, of Commerce in Bangladesh.
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USA – Pepsi, 7-Up, Mirinda, Mountain Dew, Britannia and Zydus Wellness), Transcom
Evervess, Tropicana, Aquafina), Bangladesh Beverages Limited (sole franchisee of PepsiCo, USA – At the DHL-The Daily Star Bangladesh Award 2012,
Lamps Limited (manufacturers of lighting products), Pepsi, 7-Up, Mirinda, Mountain Dew, Evervess, Mr. Latifur Rahman was honoured -“for bringing
Bangladesh Electrical Industries Limited, Transcom Tropicana, Aquafina), Bangladesh Lamps Limited extraordinary recognition and honour to
Foods Limited (sole franchisee of Pizza Hut & (manufacturers of lighting products), Bangladesh Bangladesh and its business community by
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KFC),Transcom Electronics Limited (manufacturers Electrical Industries Limited, Transcom Foods Limited receiving the globally renowned and prestigious
of SAMSUNG and TRANSTEC TVs, distributor of (sole franchisee of Pizza Hut & KFC), Transcom ‘Business for Peace Award 2012’ in Oslo, Norway
SAMSUNG, WHIRLPOOL, DAIKIN, HITACHI, Electronics Limited (manufacturers of SAMSUNG and and for setting the highest ethical standards of
PANASONIC, PHILIPS, Midea, Samford, TRANSTEC TVs, distributor of SAMSUNG, business practice and personal integrity in the
SIEMENS and TRANSTEC household appliances), WHIRLPOOL, DAIKIN, HITACHI, PANASONIC, country which acts as an inspiration for others”.
Mediastar Limited (Publishers of PROTHOM ALO, PHILIPS, Midea, Samford, SIEMENS and
country’s largest circulated Bengali Newspaper), TRANSTEC household appliances), Mediastar Limited Mr. Rahman has been honoured with the “SAARC
Transcraft Limited (modern printing press), Ayna (Publishers of PROTHOM ALO, country’s largest Outstanding Leader” award for setting a rare example
Broadcasting Corporation Limited (FM Radio circulated Bengali Newspaper), Transcraft Limited of doing business by upholding moral and ethical values
Station) and Tea Holdings Limited. (modern printing press), Ayna Broadcasting and was also bestowed with Lifetime Achievement
Corporation Limited (FM Radio Station) and Tea Award by the UK Bangladesh Catalysts of Commerce &
Transcom Limited is a stakeholder in Mediaworld Holdings Limited. Industry (UKBCCI), for his outstanding contribution
Limited (Publishers of the country’s leading English towards development of business and investments and
language newspaper - THE DAILY STAR), General Transcom Limited is a stakeholder in Mediaworld creating employment opportunities in Bangladesh.
Insurance (Reliance Insurance Limited), housing Limited (Publishers of the country’s leading English
finance (National Housing Finance and language newspaper - THE DAILY STAR), General The family of Mr. Latifur Rahman has been recognized
Investments Limited), IDLC Finance Limited and Insurance (Reliance Insurance Limited), housing by the National Board of Revenue, Government of
Pubali Bank Limited. finance (National Housing Finance and Investments Bangladesh as “TAX ICON FAMILY” (Kar Bahadur
Limited), IDLC Finance Limited and Pubali Bank Paribar) being one of the highest tax-payers of the
Limited. country.
Mr. Rahman is the Vice President of International

Chamber of Commerce – Bangladesh. He has been
re-elected as member of the Executive Board of the
International Chamber of Commerce, Paris for a second
three-year term from July 2017.
Mr. Saifur Rahman joined the Board of Directors of Mr. Atiqur Rahman joined the Board of Directors Ms. Simeen Hossain is a Director of Bangladesh
Bangladesh Lamps Limited in March 1993, soon of Bangladesh Lamps Limited in March 1993, soon Lamps Limited.
after taking over the ownership of the Company by after taking over the ownership of the Company by
Transcom Limited. Transcom Limited. Ms. Simeen Hossain is the Managing Director &
CEO of Eskayef Pharmaceuticals Limited, Transcom
Mr. Saifur Rahman is also the Director of Transcom Mr. Atiqur Rahman is the Chairman of Heritage Consumer Products Limited and Transcom
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Limited, Transcom Beverages Limited (sole Agro Farms Limited and a Board Member of Distribution Co. Limited and a Board Member of
franchisee of PepsiCo, USA – Pepsi, 7-Up, various companies under Transcom Group. various companies under Transcom Group.
Mirinda, Mountain Dew, Evervess, Tropicana, Besides, he is a Director of IDLC Finance Limited.
Aquafina), Transcom Electronics Limited Group companies include, Eskayef Pharmaceuticals
(manufacturers of SAMSUNG and TRANSTEC Group companies include, Eskayef Pharmaceuticals Limited (leading pharmaceutical manufacturers –
TVs, distributor of SAMSUNG, WHIRLPOOL, Limited (leading pharmaceutical manufacturers – formerly SmithKline & French), Transcom
DAIKIN, HITACHI, PANASONIC, PHILIPS, Midea,
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formerly SmithKline & French), Transcom Consumer Consumer Products Limited (first ever PepsiCo
Samford, SIEMENS and TRANSTEC household Products Limited (first ever PepsiCo Foods Foods Franchisee in the world - salty snacks,
appliances), Bangladesh Electrical Industries Franchisee in the world - salty snacks, Quaker Quaker Oats), Transcom Distribution Co. Ltd.
Limited, Eskayef Pharmaceuticals Limited (leading Oats), Transcom Distribution Co. Ltd. (distribution (distribution of pharmaceuticals – SK+F, NOVO
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pharmaceutical manufacturers – formerly of pharmaceuticals – SK+F, NOVO NORDISK, NORDISK, SERVIER, ALLERGAN and consumer
SmithKline & French), Transcom Foods Limited SERVIER, ALLERGAN and consumer brands – brands – Frito Lay, Heinz, Mars, Energizer,
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(sole franchisee of Pizza Hut & KFC), Transcom Frito Lay, Heinz, Mars, Energizer, Schick, Schick, L’Oreál, Garnier, Abbott Nutrition,
Distribution Co. Limited (distribution of L’Oreál, Garnier, Abbott Nutrition, Emami, Emami, Britannia and Zydus Wellness),
pharmaceuticals – SK+F, NOVO NORDISK, Britannia and Zydus Wellness), Transcom Transcom Beverages Limited (sole franchisee of
SERVIER, ALLERGAN and consumer brands – Beverages Limited (sole franchisee of PepsiCo, PepsiCo, USA – Pepsi, 7-Up, Mirinda, Mountain
Frito Lay, Heinz, Mars, Energizer, Schick, USA – Pepsi, 7-Up, Mirinda, Mountain Dew, Dew, Evervess, Tropicana, Aquafina), Bangladesh
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L’Oreál, Garnier, Abbott Nutrition, Emami, Evervess, Tropicana, Aquafina), Bangladesh Lamps Lamps Limited (manufacturers of lighting
Britannia and Zydus Wellness), Mediastar Limited Limited (manufacturers of lighting products), products), Bangladesh Electrical Industries
(Publishers of PROTHOM ALO, country’s largest Bangladesh Electrical Industries Limited, Transcom Limited, Transcom Foods Limited (sole franchisee
circulated Bengali Newspaper), Transcraft Limited Foods Limited (sole franchisee of Pizza Hut & of Pizza Hut & KFC),Transcom Electronics Limited
(modern printing press), Ayna Broadcasting (manufacturers of SAMSUNG and TRANSTEC
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KFC),Transcom Electronics Limited (manufacturers

Corporation Limited (FM Radio Station), M. of SAMSUNG and TRANSTEC TVs, distributor of TVs, distributor of SAMSUNG, WHIRLPOOL,
Rahman Tea Company Limited (Saif Tea Estate), SAMSUNG, WHIRLPOOL, DAIKIN, HITACHI, DAIKIN, HITACHI, PANASONIC, PHILIPS, Midea,
W. Rahman Jute Mills Limited, Quantum PANASONIC, PHILIPS, Midea, Samford, Samford, SIEMENS and TRANSTEC household
Pharmaceuticals Limited, Transfin Trading Limited, SIEMENS and TRANSTEC household appliances), appliances), Mediastar Limited (Publishers of
Trinco Limited, Transcom Mobile Limited, Mediastar Limited (Publishers of PROTHOM ALO, PROTHOM ALO, country’s largest circulated
Transcom Cables Limited and Transcom country’s largest circulated Bengali Newspaper), Bengali Newspaper), Transcraft Limited (modern
Consumer Products Limited. Transcraft Limited (modern printing press), Ayna printing press), Ayna Broadcasting Corporation
Broadcasting Corporation Limited (FM Radio Limited (FM Radio Station) and Tea Holdings
He is the Managing Director of Monipur Tea Station) and Tea Holdings Limited. Limited.
Company Limited, Marina Tea Company Limited,
Heritage Agro Farms Limited, Nimbus Limited and Transcom Limited is a stakeholder in Mediaworld Transcom Limited is a stakeholder in Mediaworld
Bloomstack Limited. Limited (Publishers of the country’s leading English Limited (Publishers of the country’s leading English
language newspaper - THE DAILY STAR), language newspaper - THE DAILY STAR), General
Mr. Saifur Rahman is a founder trustee of General Insurance (Reliance Insurance Insurance (Reliance Insurance Limited), housing
Education, Science, Technology, and Cultural Limited), housing finance (National Housing finance (National Housing Finance and
Development Trust (ESTCDT), Trustee of the Finance and Investments Limited), IDLC Investments Limited), IDLC Finance Limited
parent Trust of Independent University, Finance Limited and Pubali Bank Limited. and Pubali Bank Limited.
Bangladesh (IUB), Dhaka and Chittagong
Independent University. He is also a founder Ms. Simeen Hossain is also a Member of the
Director of United Hospital Limited. Executive Committee of Metropolitan Chamber of
Commerce & Industry, Dhaka.
Mr. Arshad Waliur Rahman is a Director of Ms. Shahzreh Huq is a Director of Bangladesh Mr. Shamsur Rahman joined the Board
Bangladesh Lamps Limited. Lamps Limited. She is also a Board Member of of Directors of Bangladesh Lamps
various companies under Transcom Group. Limited in September 1993, soon after
Mr. Arshad Waliur Rahman is also a Board Member taking over the ownership of the
of various companies under Transcom Group. Group companies include, Eskayef Pharmaceuticals Company by Transcom Limited.
Besides, he is a Director of Reliance Insurance Limited (leading pharmaceutical manufacturers –
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Limited. formerly SmithKline & French), Transcom Mr. Shamsur Rahman is also the
Consumer Products Limited (first ever PepsiCo Director of Transcom Electronics
Group companies include, Eskayef Pharmaceuticals Foods Franchisee in the world - salty snacks, Limited (manufacturers of SAMSUNG
Limited (leading pharmaceutical manufacturers – Quaker Oats), Transcom Distribution Co. Ltd. and TRANSTEC TVs, distributor of
formerly SmithKline & French), Transcom (distribution of pharmaceuticals – SK+F, NOVO SAMSUNG, WHIRLPOOL, DAIKIN,
Consumer Products Limited (first ever PepsiCo NORDISK, SERVIER, ALLERGAN and consumer HITACHI, PANASONIC, PHILIPS,
Foods Franchisee in the world - salty snacks,
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brands – Frito Lay, Heinz, Mars, Energizer, Midea, Samford, SIEMENS and TRANSTEC
Quaker Oats), Transcom Distribution Co. Ltd. Schick, L’Oreál, Garnier, Abbott Nutrition, household appliances), Mediastar
(distribution of pharmaceuticals – SK+F, NOVO Emami, Britannia and Zydus Wellness), Limited (Publishers of PROTHOM ALO,
NORDISK, SERVIER, ALLERGAN and consumer Transcom Beverages Limited (sole franchisee of country’s largest circulated Bengali
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brands – Frito Lay, Heinz, Mars, Energizer, PepsiCo, USA – Pepsi, 7-Up, Mirinda, Mountain Newspaper), Ayna Broadcasting
Schick, L’Oreál, Garnier, Abbott Nutrition, Dew, Evervess, Tropicana, Aquafina), Bangladesh Corporation Limited (FM Radio
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Emami, Britannia and Zydus Wellness), Lamps Limited (manufacturers of lighting Station), M. Rahman Tea Company
Transcom Beverages Limited (sole franchisee of products), Bangladesh Electrical Industries Limited (Saif Tea Estate), Marina Tea
PepsiCo, USA – Pepsi, 7-Up, Mirinda, Mountain Limited, Transcom Foods Limited (sole franchisee Company Limited, Monipur Tea
Dew, Evervess, Tropicana, Aquafina), Bangladesh of Pizza Hut & KFC),Transcom Electronics Limited Company Limited, Mediaworld Limited
Lamps Limited (manufacturers of lighting (manufacturers of SAMSUNG and TRANSTEC (Publishers of the country’s leading
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products), Bangladesh Electrical Industries TVs, distributor of SAMSUNG, WHIRLPOOL, English language newspaper - THE
Limited, Transcom Foods Limited (sole franchisee DAIKIN, HITACHI, PANASONIC, PHILIPS, Midea, DAILY STAR) and Reliance Insurance
of Pizza Hut & KFC),Transcom Electronics Limited Samford, SIEMENS and TRANSTEC household Limited.
(manufacturers of SAMSUNG and TRANSTEC appliances), Mediastar Limited (Publishers of
TVs, distributor of SAMSUNG, WHIRLPOOL, PROTHOM ALO, country’s largest circulated
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DAIKIN, HITACHI, PANASONIC, PHILIPS, Midea, Bengali Newspaper), Transcraft Limited (modern
Samford, SIEMENS and TRANSTEC household printing press), Ayna Broadcasting Corporation
appliances), Mediastar Limited (Publishers of Limited (FM Radio Station) and Tea Holdings
PROTHOM ALO, country’s largest circulated Limited.
Bengali Newspaper), Transcraft Limited (modern
printing press), Ayna Broadcasting Corporation Transcom Limited is a stakeholder in Mediaworld
Limited (FM Radio Station) and Tea Holdings Limited (Publishers of the country’s leading English
Limited. language newspaper - THE DAILY STAR), General
Insurance (Reliance Insurance Limited), housing
Transcom Limited is a stakeholder in Mediaworld finance (National Housing Finance and
Limited (Publishers of the country’s leading English Investments Limited), IDLC Finance Limited
language newspaper - THE DAILY STAR), General and Pubali Bank Limited.
Insurance (Reliance Insurance Limited), housing
finance (National Housing Finance and
Investments Limited), IDLC Finance Limited
and Pubali Bank Limited.
Mr. Anis-uz-Zaman Khan was appointed Mr. Akhtar Ahmed was appointed to the
to the Board of Directors of Bangladesh Board of Directors of Bangladesh
Lamps Limited on September 29, 2014 Lamps Limited on 24th December, 2018
as an Independent Director. Before as an Independent Director.
taking voluntary retirement from the
Government of the Peoples’ Republic of After completing B.A. (Honours) and
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Bangladesh, he served as Secretary in M.A. from Dhaka University in 1970, Mr.
the Ministry of Information and Rural Ahmed joined Eastern Federal Union
Development & Co-operative. He was Insurance Company as an Executive
also a Director of GEC (BD) Ltd. and Officer. Following the nationalization of
Managing Director of Social Marketing insurance industry in Bangladesh in
Company Ltd. He was also the 1972, his services were absorbed in
Ombudsperson of BRAC for a tenure.
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Sadharan Bima Corporation. In 1981 he
He was an Independent Director and joined Asian Reinsurance Corporation,
Chairman of the Audit Committee of Bangkok, an inter-governmental
Reliance Insurance Limited. He has organization set up by the United
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visited many countries including USA in Nations and served in various
1977 on invitation from the US Managerial position till 1989. In 1989 he
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Government under the Leader joined Arab Insurance Group, the

Exchange Program. Mr. Khan largest re-insurance organization of the
completed his Master of Arts degree Middle East at that time and served for
from University of Dhaka and obtained 14 years in various positions as Chief
his Post Graduate Diploma in Manager, Regional General Manager
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Development Administration from and Chief Executive of its Far East

University of Leeds, United Kingdom. operations, based in Hong Kong and
Kuala Lumpur. Mr. Ahmed returned back
home in 2003 and served as Managing
Director of Sadharan Bima Corporation
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till February 2004. In early 2005 he

completed an assignment as Consultant
to KPMG, Abu Dhabi, on a project for
setting up of a large Reinsurance
company in the Middle East. He joined
Reliance Insurance Limited as its
Managing Director & CEO in March
2005 and continued till to March 2014.
Presently, Mr. Ahmed is engaged with

Reliance Insurance Limited as the
Adviser of that Company.
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13
Avm&mvjvgy AvjvBKzg| cwiPvjKgÛjx I Avgvi c¶ Assalamu Alaikum. On behalf of the Board of Directors
†_‡K Avwg evsjv‡`k j¨v¤úm wjwg‡U‡Wi 58Zg and myself, I am pleased to welcome you to the 58th
evwl©K mvaviY mfvq Avcbv‡ì‡K ¯^vMZ Rvbvw”Q Annual General Meeting of Bangladesh Lamps
Ges GKB mv‡_ 30‡k Ryb 2019 mv‡j mgvß evwl©K Limited and present before you the Annual Report and
I Avw_©K weeiYx Avcbv‡ì mvg‡b Dc¯’vcb KiwQ|
Audited Financial Statements of the Company for the
year ended on 30 June 2019.
Business Performance
weµq we‡ePbvq 2018-2019 mv‡j Avgv‡ì Our business performance during the year 2018-2019
eëmvwqK mg„w× AwR©Z n‡q‡Q| me©‡gvU weµq witnessed a moderate growth in sales. The sales for
2017-2018 mv‡ji 1475.77 wgwjqb UvKvi the year 2018-2019 was Taka 1,573.49 million as
wecix‡Z G eQi wQj 1573.49 wgwjqb UvKv| compared to Taka 1,475.77 million in 2017-2018.
Avw_©K e¨q e„w×i Kvi‡Y 2018-2019 mv‡j gybvdvi Due to increase in finance cost during the year
cÖe„w× a‡i ivLv hvqwb| hv‡nvK, e¨q ms‡KvPb Ges 2018-2019, profit growth could not be sustained.
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weµq †bUIqvK© m¤úªmviY BZ¨vw` K‡qKwU However, the overall state of business of the Company
ms‡kvabg~jK c`‡ÿc MÖnY Kivi Kvi‡Y has improved during the year 2018-2019, due to a
2018-2019 mv‡j †Kv¤úvbxi mvgwMÖK eëmvwqK number of corrective measures taken by the
DbœwZ mvwaZ n‡q‡Q| 2018-2019 mv‡ji management, such as, cost recovery and broadening
D‡jøL‡hvM¨ Avw_©K êwkó¸‡jv wbgœiƒc t of sales network etc. Some of the performance
d .c highlights for the year 2018-2019 are as follows:
‡gvU weµq (wgwjqb) 1573.49 Net Sales (Million) 1573.49

Kiev` gybvdv (wgwjqb) 29.27 Profit after tax (Million) 29.27
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BwcGm (UvKv) 3.12 EPS (Taka) 3.12

bxU †kqvicÖwZ A_© cÖenY (UvKv) 3.03 Net Operating Cash Flow Per Share (Taka) 3.03
†kqvicÖwZ bxU m¤ú` g~j¨ (UvKv) 92.34 NAV Per Share (Taka) 92.34
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jf¨vsk Dividend
30‡k Ryb 2019 mv‡j mgvß A_©eQ‡ii eëmvwqK
jf¨vsk Keeping in view of the performance of the Company,
Ae¯’v we‡ePbv K‡i cwiPvjbv cwil` cÖwZwU 10 the Board of Directors is pleased to recommend cash
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UvKv g~j¨gv‡bi †kqv‡ii wecix‡Z 2.00 UvKv nv‡i dividend of Taka 2.00 per share of Taka 10.00 each
(A_©vr 20%) bM` jf¨vs‡ki mycvwik K‡i‡Qb| (i.e. 20%) for the year ended on 30 June 2019.
gybvdvi mvgwMÖK e›Ubgvjv wb¤œiƒc : The appropriation of profit is shown below:

UvKv Taka
30 †k Ryb 2019 mv‡ji mgvß eQ‡ii gybvdv 29,273,932 Profit for the year ended on 30 June 2019 29,273,932
†gvU e›Ub‡hvM¨ gybvdv 29,273,932 Total Divisible profit 29,273,932
cÖ¯ZvweZ cÖe›Ub t Proposed appropriations:

cÖwZwU 10 UvKv g~j¨gv‡bi 9,370,608wU Proposed dividend @ Taka 2.00 per share on
mvaviY †kqv‡ii Dci cÖwZwU‡Z 2.00 UvKv 9,370,608 ordinary shares of Taka.10.00 each 18,741,216
18,741,216
nv‡i jf¨vsk Transfer to General Reserve
10,532,716 10,532,716
mvaviY mÂ‡q ¯’vbvšZi
29,273,932 Total appropriation 29,273,932
†gvU cÖe›Ub
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†kqvi‡nvìvi I †kqvi g~j¨ Shareholders & share value

30†k Ryb 2019 Zvwi‡L †Kv¤úvbxi †gvU Total number of shareholders of the Company at 30th June
†kqvi‡nvìv‡ii msL¨v wQj 3,542 Rb, c~e©eZ©x 2019 was 3,542 as against 3,243 in the previous year. The
eQ‡ii H Zvwi‡L hv wQj 3,243 Rb| H Zvwi‡L price index of shares on that date stood at Taka 208.20 per
†Kv¤úvbxi †kqvi m~PK wQj XvKv ÷K G·‡P‡Ä share at the Dhaka Stock Exchange and Taka 213.50 per
†kqvicÖwZ 208.20 UvKv, Avi PÆMÖvg ÷K G·‡P‡Ä share at the Chittagong Stock Exchange.
†kqvi cÖwZ 213.50 UvKv|
cwiPvjbv cwil` m¤úwK©Z welqvejx Board Matters
wbi‡cÿ cwiPvjK wn‡m‡e `vwqZ¡ cvjbKvix Rbve The tenure of Mr. Ahmed Shafi Choudhury who served the
Avng` kwd †PŠayixi †gqv` MZ 24†k wW‡m¤î 2018 Company for two consecutive terms as the Independent
Zvwi‡L †kl n‡q‡Q| GKB Zvwi‡L wbi‡cÿ cwiPvjK Director was expired on 24th December 2018. On the same
wn‡m‡e `vwqZ¡ cvjbKvix wg‡mm †ivwKqv AvdRvj date, the tenure of Mrs. Rokia Afzal Rahman as the
ingvb Gi †gqvÌ †kl n‡q‡Q| †Kv¤úvwbi AMÖMwZ‡Z Independent Director was also expired. The Board placed on
g~jëvb Ae`vb ivLvi Rb¨ cwiPvjbv cwil` Rbve record the valuable contributions made by Mr. Ahmed Shafi
Avng` kwd †PŠayix I wg‡mm †ivwKqv AvdRvj ingvb Choudhury and Mrs. Rokia Afzal Rahman towards the progress
†K kÖ×vf‡i ¯§iY Ki‡Q| of the Company.
evsjv‡`k wmwKDwiwUR I G·‡PÄ Kwgk‡bi 3iv Ryb Complying upon the provision of the Corporate Governance
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2018 Zvwi‡Li K‡c©v‡iU Mf‡b©Ý ‡Kv‡Wi cÖ`Ë Code issued by the Bangladesh Securities and Exchange
wb‡`©kbv Abyhvqx cwiPvjbv cwil` Rbve AvLZvi Commission on 3rd June 2018, the Board of Directors appointed
Avn‡g`‡K wbi‡cÿ cwiPvjK wn‡m‡e wb‡qvM cÖ`vb Mr. Akhtar Ahmed as Independent Director of the Company,
K‡ib hv AvMvgx evwl©K mvaviY mfvq ‡kqvim`m¨‡ì subject to approval of the Shareholders at the upcoming Annual
Aby‡gv`‡bi Rb¨ †ck Kiv n‡jv| D‡jøL¨ ‡h, D³ General Meeting. It is to be mentioned that the said
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wb‡qvM †Kv¤úvbxi g‡bvbqb I m¤§vbx wba©vib KwgwUi appointment was recommended by the Nomination &
mycvwikµ‡g n‡qwQj| Remuneration Committee (NRC) of the Company.
eZ©gv‡b, `yBRb wbi‡c¶ cwiPvjKmn ‡gvU 10(`k) Now, the Board of Directors of Bangladesh Lamps Limited
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Rb m`m¨ wb‡q evsjv‡`k j¨v¤úm wjwg‡U‡Wi eZ©gvb comprises of 10 (ten) members including 02 (two) Independent
cwiPvjbv cwil` MwVZ| †Kv¤úvbxi †Pqvicvimb
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Directors. Mrs. Shahnaz Rahman is the Chairperson and Mr.

n‡jb ‡eMg kvnbvR ingvb| eë¯’vcbv cwiPvjK I Latifur Rahman is the Managing Director & Chief Executive
cÖavb wbe©vnx Kg©KZ©v n‡jb Rbve jwZdzi ingvb| Officer (CEO) of the Company. To enable the Board to function
†Kv¤úvbxi `¶ eë¯’vcKMY cwic~Y©fv‡e Ges effectively and allow Directors to discharge their responsibilities
h_vmg‡q mwVK eëmvwqK Z_¨-DcvË cÖ`v‡bi gva¨‡g
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efficiently, full and timely information is made available to them

cwil`‡K Kvh©Ki Ki‡Z I cwiPvjKe„›`‡K `vwqZ¡ by the professional managers of each of the business
cvj‡b h_vh_ mnvqZv cÖ`vb K‡ib| segments.
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SAIFUR
SAIFURRAHMAN
RAHMAN SHAHZREH
SHAHZREHHUQ
HUQ ARSHAD
ARSHADWALIUR
WALIURRAHMAN
RAHMAN SHAMSUR
SHAMSURRAHMAN
RAHMAN SIMEEN HOSSAIN ATIQUR RAHMAN ARSHAD
ARSHADHUQ
HUQ ANIS-UZ-ZAMAN KHAN A.A.K.K.M.
M.MOINUDDIN
MOINUDDIN MOHAMMAD
MOHAMMADRUHAN
RUHANMIAH
MIAH
57Zg evwl©K mvaviY mfvq cwiPvjKgÛjx, cÖavb cwiPvjb Kg©KZ©v, cÖavb Avw_©K Kg©KZ©v I †Kv¤úvbx mwPe
The Directors, Chief Operating Officer, Chief Financial Officer and Company Secretary at the 57th AGM
15
Av‡jvP¨ mg‡q cwiPvjKe„›` 5 (cuvP) evi mfvq wgwjZ The Board of Directors met 05 (five) times during the period
nb| cwiPvjKe„‡›ì Dcw¯’wZ wQj wb¤œiƒc : under review. The attendance record of the Directors is as
follows:
Aby‡ôq mfv Name of Directors Meetings held Attended
Mrs. Shahnaz Rahman 5 5
Mr. Latifur Rahman 5 5
3 Mr. Saifur Rahman 5 3
Mr. Atiqur Rahman 5 5
Mr. Shamsur Rahman 5 5
Mr. Arshad Waliur Rahman 5 5
Mrs. Simeen Hossain 5 5
Mrs. Shahzreh Huq 5 5
Mr. Anis-uz-Zaman Khan (Independent Director) 5 5
Rbve AvLZvi Avn‡g` (wbi‡c¶ cwiPvjK) Mr. Akhtar Ahmed (Independent Director) 5 2
2
(Appointed on 24th December 2018)
(24†k wW‡m¤î 2018 Zvwi‡L wb‡qvM cÖvß)
Mr. Ahmed Shafi Choudhury (Independent Director) 5 2
Rbve Avng` kwd †PŠayix (wbi‡c¶ cwiPvjK) 2 (Tenure expired on 24th December 2018)
(‡gqv` 24†k wW‡m¤î 2018 Zvwi‡L †kl n‡q‡Q)
Mrs. Rokia Afzal Rahman (Independent Director) 5 2
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wg‡mm †ivwKqv AvdRvj ingvb (wbi‡c¶ cwiPvjK) 2 (Tenure expired on 24th December 2018)
(‡gqv` 24†k wW‡m¤î 2018 Zvwi‡L †kl n‡q‡Q)
eë¯’vcbv cwiPvjK cybwb©‡qvM Re-appointment of Managing Director

1994 mv‡ji †Kv¤úvbx AvB‡bi 110 b¤î aviv As per section 110 of the Companies Act 1994, the
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†gvZv‡eK 15B †m‡Þ¤î 2019 Bs Zvwi‡L eë¯’vcbv tenure of office of Mr. Latifur Rahman as Managing
cwiPvjK wn‡m‡e Rbve jwZdzi ingv‡bi †gqv` Director expired on 15th September 2019. The Board
m¤úbœ nq| cwiPvjKgÛjx Zuv‡K eë¯’vcbv cwiPvjK has re-appointed him as Managing Director of the
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wn‡m‡e Av‡iv cuvP eQ‡ii Rb¨ cybwb©‡qvM cª`vb Company for a further period of five years and
K‡i‡Qb Ges Zv Avcbv‡ì Aby‡gv`‡bi Rb¨ †ck places before you for confirmation.
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Kiv n‡jv|
wbix¶v KwgwU Audit Committee

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3 (wZb) Rb cwiPvjK mgš^‡q wbixÿv KwgwU MwVZ| The Audit Committee comprises of 03 (three) Directors.
wbi‡c¶ cwiPvjK Rbve AvLZvi Avn‡g` KwgwUi The Committee is headed by the Independent Director,
cÖavb| KwgwUi D‡Ïk¨ n‡jv †Kv¤úvbxi Kvh©µg Mr. Akhtar Ahmed. The objective of the Audit Committee
myôzfv‡e cwiPvjbvi myweav‡_© GKwU ch©vß Ges is to ensure an adequate and effective internal control to
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Kvh©Ki Af¨šÍixY wbqš¿Y eë¯’v wbwðZ Kiv Ges facilitate the smooth functioning of the Company’s
cwiPvjbv cwil`‡K Zvi `vwqZ¡ cvj‡b mnvqZv Kiv| operations and assist the Board in discharging its
KwgwU AšÍe©wZ©Kvjxb Ges evwl©K Avw_©K c«wZ‡e`b responsibilities. The Audit committee also reviews the
cwiPvjbv cwil‡` Dc¯’vc‡bi c~‡e©I Zv ch©v‡jvPbv interim and annual financial statements before
K‡ib| submission to the Board.
g‡bvbqb I m¤§vbx wba©viY KwgwU Nomination and Remuneration Committee

3 (wZb) Rb cwiPvjK mgš^‡q g‡bvbqb I m¤§vbx The Nomination and Remuneration Committee (NRC)
wba©viY KwgwU (GbAviwm) MwVZ| wbi‡c¶ cwiPvjK comprises of 03 (three) Directors. The Committee is
Rbve Avwbm-DR-Rvgvb Lvb KwgwUi cÖavb| D³ headed by the Independent Director, Mr.
GbAviwm cwiPvjK‡ì Ges kxl© ch©v‡qi Anis-uz-Zaman Khan. The NRC assists the Board to
Kg©KZv©‡ì m¤§vbx we‡ePbvi AvbyôvwbK Ges formulate policy for formal and continued process of
Ae¨vnZ cÖwµqvi Rb¨ bxwZgvjv ˆZix Ki‡Z †evW©‡K considering remuneration / honorarium of Directors and
mnvqZv K‡i| wewfbœ ¯Í‡i Kg©Pvix‡ì Rb¨ †Kv¤úvbxi top-level executives. The NRC has a guiding role to the
cÖ‡qvRbxqZv mbv³ Ki‡Z Ges Zv‡ì wbe©vPb, e`wj management to identify the Company’s needs for
Ges c‡`vbœwZi gvb`Û wba©vi‡Yi Rb¨ GbAviwm employees at different levels and determine their
GKwU MvB‡Wi f~wgKv cvjb K‡i| selection, transfer or replacement and promotion
criteria.
16
‡Kv¤úvbxi K‡c©v‡iU cÖwZ‡e`b t Corporate Reporting

evsjv‡`k wmwKDwiwUR GÛ G·‡PÄ Kwgk‡bi w`K The Board of Directors is pleased to inform the
following as required by the Bangladesh Securities
wb‡`©kbv Abyhvqx, cwiPvjK gÛjx Avb‡›ì mv‡_
and Exchange Commission:
wbgœwjwLZ Z_¨vejx cÖ`vb Ki‡Qb :
‰e`y¨wZK wk‡íi we`¨gvb Ae¯’v I m¤¢ve¨Zv t Industry outlook and possible future development :
30‡k Ryb 2019 mv‡j mgvß eQ‡i ê`ywZK wk‡í The business trend and growth in the lighting
industry was moderate during the year ended on 30
e„w×i nvi gvSvwi ch©v‡q wQj| we`y¨r mvkÖqx Ges
June 2019. The LED (Light Emitting Diode) segment
`xN©¯’vqx nIqv‡Z GjBwW Gi eënvi D‡jøL‡hvM¨ has grown significantly because of the energy
nv‡i †e‡o‡Q| 2018-2019 mv‡j wb¤œgv‡bi I saving benefit and longer life. Though we have
Iqv‡iw›U wenxb c‡Yï mv‡_ cÖwZ‡hvMxZv K‡iI faced huge challenges during the year 2018-2019
particularly with non-warranty products made with
MZ eQ‡ii Zzjbvq ‡Kv¤úvbxi weµq 6.62% e„w×
low quality chip, the Company has achieved 6.62%
†c‡q‡Q| growth in sales revenue in compare to the last year.
†mM‡g›U wfwËK A_ev cY¨wfwËK Kg©¶gZv t Segment-wise or product-wise performance:

D³ eQ‡i †Kv¤úvbxi eëmvwqK mg„w× Ges The segment-wise net sales performance of the
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Company during the year 2018-2019 is shown
‡mM‡g›U wfwËK djvdj wb‡gœ eb©bv Kiv nj t
(wgwjqb UvKvq) below: (Taka in Million)
eQi we`y¨r mvkÖqx evwZ B‡jw±ªK GdwU Ab¨vb¨ ‡gvU Year Energy Saving Lamps Electric
Bulb FTL Others Total
evj¦ Gj
2018-2019 1,273.49 228.60 57.94 13.46 1,573.49 2018-2019 1,273.49 228.60 57.94 13.46 1,573.49
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2017-2018 1,113.50 265.86 84.57 11.84 1,475.77 2017-2018 1,113.50 265.86 84.57 11.84 1,475.77
Af¨šÍixY I evwn¨K SuywK I D‡ØM mg~n t Risks and concerns including internal & external risks factors:
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Af¨šÍixY SuywKmg~n Internal risk factors
‡Kv¤úvbx Pjgvb eëmv msµvšZ bvbvwe` SzuwK m¤ú‡©K AeMZ The Company is fully aware of the risks associated
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Av‡Q Ges ‡ckv`vix `„wófw½i gva¨‡g †m¸‡jv †gvKv‡ejvq with doing business and is prepared to manage
those risks through a professional approach. The
cÖ¯‘Z i‡q‡Q| †Kv¤úvbxi Avw_©K I Ab¨vb¨ Su~wKmg~n Avw_©K
financial and other risks have been disclosed in the
weeiYxi UxKv bs 35 Ges 40 G D‡jøL Kiv n‡q‡Q|
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Notes 35 and 40 of the audited financial statements.
evwn¨K SuywKmg~n External risk factors

ivR‰bwZK Aw¯’iZv, ag©NU, mš¿vmx Kg©KvÛ BZ¨vw` The Company’s results may be affected by factors
outside its control such as political unrest, strike,
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welqvw` †Kv¤úvbxi eëmvq cÖfve †dj‡Z cv‡i| civil commotion and act of terrorism.
cwi‡e‡ki ¯’vqx‡Z¡i Dci ûgwK Ges Threat to sustainability and negative impact on environment
†bwZevPK cÖfve In line with global practice, the government initiates
we‡k¦i mv‡_ Zvj wgwj‡q miKvi cwi‡ek, ¯^v¯’¨, changes in environmental, health and safety laws
and regulations and energy saving activities from
wbivcËv, we`y¨r mvkÖ‡qi AvBb I wewagvjvq
time to time. The Company keeps track of these
D‡jøL‡hvM¨ cwieZ©‡bi D‡`¨vM MÖnY K‡i‡Q| fwel¨‡Z changes and pay special attention and proactive
cwieZ©‡bi mv‡_ Lvc LvIqv‡Z †Kv¤úvbxi eëmvwqK business strategy are being formulated to ensure
†KŠkj cwieZ©‡bi e¨cv‡i Avgiv m`v m‡PZb | conformity with the changes.
While many of the risk areas are beyond control of
hwÌ A‡bK SuzwK GKwU GKK †Kv¤úvbxi wbqš¿‡Yi any single company, Bangladesh Lamps Limited
evB‡i, Z_vwc evsjv‡`k j¨v¤úm wjwg‡UW SuywKi closely monitors the trends and developments in
†ÿÎ¸wj Mfxifv‡e ch©‡eÿY Ki‡Q Ges cY¨ I evRvi each of the risk areas and takes the best possible
measures to mitigate them through product and
êwPÎ, DcKi‡Yi Kvh©Ki Drm, me©‡kl cÖhyw³i
market diversification, efficient sourcing of
eënvi, M‡elYv I Dbœq‡b wewb‡qvM K‡i †UKmB materials, use of latest technology and investment
m‡e©v”P myweav AR©b Ki‡e| in research and development to gain sustained
competitive advantage.
17
weµqK…Z c‡Yï e¨q, †gvU cÖvwšÍK gybvdv I Cost of Goods Sold, Gross Profit Margin & Net Profit Margin:
bxU cÖvwšÍK gybvdv t During the year ended 30 June 2019, the net sales
30‡k Ryb 2019 mv‡j †Kv¤úvbxi bxU weµq wQj of the Company was Taka 1,573.49 million and the
net profit after tax was Taka 29.27 million. The
1,573.49 wgwjqb UvKv Ges Kiev` gybvdv wQj
financials are shown in the following table:
29.27 wgwjqb UvKv| wb‡¤œ msw¶ß Avw_©K cÖwZ‡e`b
D‡jøL Kiv n‡jv:
wgwjqb UvKvq Taka in Million
30 †k Ryb 30 †k Ryb For the For the
weeiY 2019 2018 year ended year ended
30 June 2019 30 June 2018
bxU weµq 1,573.49 1,475.77 Particulars
weµqK…Z c‡Yï e¨q (1,200.42) (1,145.21) Net revenue 1573.49 1475.77
‡gvU gybvdv 373.07 330.57 Cost of sales (1,200.42) (1,145.21)
Ab¨vb¨ Avq 34.61 35.91 Gross profit 373.07 330.57
Other income 34.61 35.91
cwiPvjb e¨q (322.39) (287.89)
Operating expenses (322.39) (287.89)
Avw_©K e¨qc~e© gybvdv 85.29 78.59 Profit before net finance cost 85.29 78.59
om
bxU Avw_©K e¨q (43.12) (19.16) Net finance cost (43.12) (19.16)
WweøIwcwcGd-G cÖ`v‡bi c~‡e© gybvdv 42.17 59.42 Profit/(loss) before contribution to WPPF 42.17 59.42
WweøIwcwcGd-G cÖ`vb 2.01 (2.83) Contribution to WPPF 2.01 (2.83)
Kic~e© gybvdv/(‡jvKmvb) 40.16 56.59 Profit/(loss) before income tax 40.16 56.59
.c
Income tax expenses (10.89) (16.11)
Ki eve` e¨q (10.89) (16.11)
Profit/(loss) after tax 29.27 40.48
Kiev` gybvdv 29.27 40.48
d
A¯^vfvweK Kvh©µg t Extra-ordinary activities
ab
Avw_©K weeiYx‡Z ‡Kvb A¯^vfvweK jvf ev ‡jvKmvb No extra-ordinary activities and their implications
(gain or loss) have been recognized in the financial
cÖ`wk©Z nqwb|
statements during the year under review.
mswkøó cÿ mgy‡ni g‡a¨ msMwVZ †jb‡`b t
nk
Related party transactions :

All transactions with related parties have been made
‡Kv¤úvbxi mv‡_ mswkøó mKj c‡¶i mv‡_ evwYwR¨K
on commercial basis and were conducted on the
wfwË‡Z †jb‡`b msMwVZ n‡q‡Q Ges mgfv‡e
basis of “Arm’s Length Principle”. Details of related
g~j¨vqb Kiv n‡q‡Q| mswkøó mKj c‡ÿi mv‡_
La
party transactions have been disclosed under Note

†jb‡`b Avw_©K weeiYxi UxKv bs 36 G wel`fv‡e 36 of the Audited Financial Statements.
eY©bv Kiv n‡q‡Q|
¸iæZ¡c~Y© wfbœZv m¤úwK©Z e¨vL¨v t Explanation on significant variance:
Avw_©K e¨q e„w×i Kvi‡b Kiev` gybvdv Ges †kqvi Due to increase in finance cost, profit after tax and
Earnings Per Share (EPS) have decreased, as
cÖwZ Avq (BwcGm) MZ eQ‡ii Zzjbvq n«vm
compared to the last year.
†c‡q‡Q|
wbi‡cÿ cwiPvjKmn cwiPvjKgÛjxi m¤§vbx t Remuneration paid to Directors including
Independent Directors :
‡Kv¤úvbxi msNwewa Abyhvqx wbi‡c¶ cwiPvjKmn
The Board of Directors including Independent
cwiPvjKgÛjx †KejgvÎ †evW© mfvq Dcw¯’wZi Directors received fees for attending Board
Rb¨ m¤§vbx †c‡q _v‡Kb| Av‡jvP¨ eQ‡i eë¯’vcbv Meetings only in accordance with the Articles of
cwiPvjK‡K m¤§vbx eve` 3,00,000 UvKv †`qv Association of the Company. The remuneration of
Tk. 3,00,000 was paid to the Managing Director of
n‡q‡Q| wbi‡cÿ cwiPvjKmn cwiPvjKgÛjxi
the Company for the year ended on 30 June 2019.
Rb¨ m¤§vbx cÖ`vb Avw_©K weeiYxi UxKv bs 34 G The remunerations to the directors including
eY©bv Kiv n‡q‡Q| independent directors have been disclosed in Note
34 of the Audited Financial Statements.
18
cÖ‡hvR¨ AvBb I wbqgKvby‡bi Av‡jv‡K Financial statements prepared following all

Avw_©K weeiYx Dc¯’vcb t applicable laws & regulations :
Avw_©K weeiYx I Z`msµvšZ wUKvmg~n The Financial Statements together with the notes
evsjv‡`k dvBb¨vwÝqvj wi‡cvwU©s ó¨vÛvW© thereon have been drawn up in accordance with
(weGdAviGm), †Kv¤úvbx AvBb 1994, Bangladesh Financial Reporting Standards (BFRS),
wmwKDwiwUR GÛ G·‡PÄ bxwZgvjv 1987 Ges the Companies Act 1994, Securities and Exchange
Ab¨vb¨ cÖ‡hvR¨ AvBb I wbqgKvby‡bi Av‡jv‡K Rules 1987 and other applicable laws and
cÖ¯‘Z Kiv n‡q‡Q| GB mKj weeiYxmg~‡n regulations. These statements present fairly the
†Kv¤úvbx msµvšZ welqvejx, A_© cÖevn, Company’s state of affairs and the results of its
cwiPvjbvi djvdj Ges Zvi‡jï cwieZ©b operations, cash flow and changes in equity.
mwVKfv‡e Dc¯’vwcZ n‡q‡Q|
wnmve ewnmg~n h_vh_fv‡e msi¶Y t Proper books of accounts maintained:
†Kv¤úvbxi wnmve ewnmg~n h_vh_fv‡e iw¶Z n‡q‡Q| Proper books of accounts of the Company have
been maintained.
Avw_©K weeiYxmg~n cÖ¯‘ZKv‡j wnmvemsµvšÍ Appropriate accounting policies applied in

bxwZgvjv h_vh_fv‡e cÖ‡qvM t preparation of Financial Statements:
Avw_©K weeiYxmg~n cÖ¯‘ZKv‡j wnmvemsµvšÍ Appropriate Accounting Policies have been
om
bxwZgvjv h_vh_fv‡e cÖ‡qvM Kiv n‡q‡Q Ges wnmve consistently applied in the preparation of Financial
msµvšZ cÖv°jbmg~n †hŠw³KZv I weP¶bZvi Statements and the accounting estimates are based
Av‡jv‡K Kiv n‡q‡Q| on reasonable and prudent judgment.
Avw_©K weeiYx cÖ¯‘ZKv‡j AvBGGm I IAS & IFRS have been followed in preparation of
.c
AvBGdAviGm Abymib t Financial Statements:
Avw_©K weeiYx cÖ¯‘ZKv‡j evsjv‡`‡k cÖ‡hvR¨ International Accounting Standards (IAS) or
d
International Financial Reporting Standards (IFRS),
AvšZR©vwZK wnmve gvbmg~n †hgb
as adopted in Bangladesh, have been followed in
B›Uvib¨vkbvj GKvDw›Us ÷¨vÛvW© (AvBGGm)
ab
preparation of the financial statements and any

A_ev B›Uvib¨vkbvj dvBb¨vwÝqvj wi‡cvwU©s departure there-from has been adequately disclosed.
÷¨vÛvW© (AvBGdAviGm) Abymib Kiv n‡q‡Q
Ges Zv mwVKfv‡e cÖKvk Kiv n‡q‡Q|
nk
Af¨šÍixY wbqš¿Y eë¯’v t Internal control :

‡Kv¤úvbx‡Z GKwU myiwÿZ Af¨šÍixY wbqš¿Y The Company maintains a sound internal control
eë¯’v we`¨gvb Av‡Q hv †Kv¤úvbxi m¤ú‡ì system which gives reasonable assurance that the
La
myiÿv Ges mywbqwš¿Z Avw_©K eë¯’vcbv Company’s resources are safeguarded and the
financial position of the Company is well managed.
wbwð‡Z ¸iæZ¡c~Y© fzwgKv cvjb K‡i|
msL¨vjNy †kqvi‡nvìvi‡ì ¯^v_© msiÿY t Protection of minority shareholders from
msL¨vjNy †kqvi‡nvìvi‡ì ¯^v_© hv‡Z msiwÿZ abusive actions:
_v‡K Ges Zuviv hv‡Z msL¨v¸iæ †kqvi‡nvìviMY The minority shareholders of the Company have
KZ©„K †Kvb fv‡eB wbM„nxZ bv nq ev êlg¨g~jK been protected from abusive actions by, or in the
AvPi‡bi wkKvi bv nb †m j‡ÿ¨ h_vh_ c`‡ÿc interest of, controlling shareholders acting either
directly or indirectly and have effective means of
†bqv n‡q‡Q|
redress.
Pjgvb cÖwZôvb t Going concern :

The Directors are of the opinion that the Company
cwiPvjKMY g‡b K‡ib †h Pjgvb cÖwZôvb is a going concern and there are no indications of
wn‡m‡e †Kv¤úvbxi m¶gZv wbtm‡›`‡n cÖgvwYZ| significant doubts upon the Company’s ability to
†mg‡Z, Pjgvb cÖwZôvb wn‡m‡e †Kv¤úvbxi continue as a going concern. Accordingly,
Avw_©K weeiYx cÖ¯‘ZK…Z| Financial Statements are prepared on a going
concern basis.
19
D‡jøL‡hvM¨ cv_©K¨mg~n t Significant variations have been highlighted :

MZ eQ‡ii Zzjbvq G eQi msMwVZ hveZxq ¸iyZ¡c~Y© All significant variations in operating results from
Z_¨vejx I D‡jøL‡hvM¨ cv_©K¨mg~n Ges Dnvi e¨vL¨v the previous year have been highlighted and
cÖ`vb Kiv n‡q‡Q|
reasons thereof have been explained.
D‡jøL‡hvM¨ Avw_©K I eëmvwqK Z_¨vejx t The key operating and financial data:
`k eQ‡ii Avw_©K I eëmvwqK Z_¨vejx mshy³ Kiv The key operating and financial data for the
n‡q‡Q| (c„ôv bs 4) last ten years is enclosed (Page no. 5).
AšÍeZ©xKvjxb jf¨vsk †NvlYv t Interim dividend declaration :

‡Kvb †evbvm †kqvi I jf¨vsk AšÍeZ©xKvjxb jf¨vsk No dividend has been declared as interim
wnmv‡e †NvlYv Kiv nq bvB|
dividend.
‡kqvi‡nvwìs c¨vUvY© t The pattern of shareholding :
†Kv¤úvbxi †kqvi‡nvwìs c¨vUvY© bvgvbymv‡i D‡jøLc~e©K The pattern of shareholding (name wise) is
mshy³ Kiv n‡q‡Q| (c„ôv bs 22) also enclosed (Page No. 22).
eë¯’vcbv cwiPvjK I wmBI KZ©„K ¯^vÿiK…Z Management’s discussion and analysis signed
om
eë¯’vcbv KZ©©„c‡ÿi ch©v‡jvPbv I we‡kølY t by Managing Director & CEO :
eë¯’vcbv cwiPvjK I wmBI KZ©„K ¯^vÿwiZ ‡Kv¤úvbxi A Management’s Discussion and Analysis signed
eëmvwqK Ae¯’v Ges mvwe©K Avw_©K cwiw¯’wZi we‡kølY by Managing Director and Chief Executive Officer
m¤^wjZ ch©v‡jvPbv mshy³ Kiv n‡q‡Q| (c„ôv bs 23) (CEO) presenting detailed analysis of the
company’s position and operations along with a
.c
brief discussion of changes in the Financial
Statements is enclosed (Page No. 23).
d
eë¯’vcbv cwiPvjK I wmBI Ges wmGdI KZ©„K The declaration or certification by the
†evW©‡K cÖ`Ë cÖZ¨vqbcÎ t
ab
Managing Director & CEO and the CFO to the

K‡c©v‡iU Mf‡b©Ý †KvW Gi kZ© bs 3(3) Gi Aax‡b Board :
cÖ`Ë Annexure-A Abymv‡i eë¯’vcbv cwiPvjK I The Declaration by the Managing Director and
wmBI Ges wmGdI KZ„K †evW©‡K cÖ`Ë cÖZ¨vqbcÎ Chief Executive Officer (CEO) and the CFO to the
nk
msh„³ Kiv n‡q‡Q| (c„ôv bs 27) Board as required under condition No. 3(3) of
Corporate Governance Code is disclosed as per
Annexure-A (Page No. 27).
K‡c©v‡iU Mf‡b©Ý Kgcøv‡qÝ mb` I wi‡cvU© t Corporate Governance Compliance Certificate
La
evsjv‡`k wmwKDwiwUR GÛ G·‡PÄ Kwgk‡bi w`K & Report

wb‡`©kbv Abyhvqx, K‡c©v‡iU Mf‡b©Ý †KvW Gi kZ© bs In accordance with the requirement of Bangladesh
1(5)(xxvii) Gi Aax‡b cÖ`Ë Annexure-B Ges Securities Exchanges Commission, Corporate
Annexure-C Abymv‡i h_vµ‡g K‡c©v‡iU Mf‡b©Ý Governance Compliance Certificate as well as
Kgcøv‡qÝ mb` I wi‡cvU© cÖ`vb Kiv n‡q‡Q| (mshyw³- Report regarding compliance of conditions of
c„ôv bs 28 Ges 29) Corporate Governance Code as required under
condition No. 1(5)(xxvii) is enclosed as per
Annexure-B and Annexure-C respectively (Page
No. 28 & 29).
cwiPvjKgÛjx Directors
†Kv¤úvbxi msNwewai 113 b¤î aviv †gvZv‡eK UªvÝKg In terms of article 113 of the Articles of Association
wjwg‡UW †gvU cwiPvjKe„‡›ì GK-Z…Zxqvs‡ki wb‡qvM of the Company, Transcom Limited is entitled to
cÖ`vb Ki‡e, hv‡ì ch©vqµ‡g Aemi wb‡Z n‡e bv| H appoint one-third of the total number of Directors
avivbymv‡i Rbve jwZdzi ingvb Ges †eMg kvnbvR who shall not retire by rotation. Accordingly, Mr.
ingvb UªvÝKg wjwg‡UW KZ©„K cwiPvjK wbhy³ nIqvq Latifur Rahman and Mrs. Shahnaz Rahman who
Zuv‡ì‡K AveZ©bg~jK Aemi wb‡Z n‡e bv| were appointed by Transcom Limited as Directors
of the Company will not retire by rotation.
20
Aciw`‡K, †Kv¤úvbxi msNwewa 124 b¤î aviv Abyhvqx Out of the other Directors, Mr. Saifur Rahman, Mr.
Rbve mvBdzi ingvb, Rbve AvwZKzi ingvb, Rbve Atiqur Rahman, Mr. Arshad Waliur Rahman and
Avikv` IqvwjDi ingvb Ges wg‡mm kvR‡i nK Mrs. Shahzreh Huq will retire by rotation in
ch©vqµ‡g Aemi wb‡”Qb Ges †hvM¨ we‡ePbvq Zv‡ì accordance with article 124 of the Articles of
c~bwb©e©vP‡bi Rb¨ cÖ¯Íve Kiv n‡”Q| Association of the Company and, being eligible,
offer themselves for re-election.
wbix¶K Auditors
eZ©gvb wbix¶K †gmvm© G, Kv‡mg GÛ †Kvs, The existing auditors of the Company Messrs. A.
Qasem & Co., Chartered Accountants, will retire at
PvU©vW© GKvD›U¨v›Um GB mfvq Aemi wb‡”Qb| Z‡e
this meeting. They are, however, eligible for
cybwb©‡qvM‡hvM¨ weavq 2019-2020 mv‡ji Rb¨
re-appointment and have indicated their
wbqgvbyM wbix¶K wn‡m‡e wb‡qvwRZ nIqvi B”Qv willingness to be re-appointed as the statutory
cÖKvk K‡i‡Qb| auditors for the year 2019-2020.
wmwRGm mb‡ì Rb¨ †ckv`vi wb‡qvM Appointment of professional to certify

evsjv‡`k wmwKDwiwUR GÛ G·‡PÄ Kwgk‡bi 3iv compliance with the CGC
In order to comply with the Corporate Governance
om
Ryb 2018 mv‡j cÖKvwkZ K‡c©v‡iU Mf‡b©Ý
†KvW-Gi Av‡jv‡K wmwRGm mb` cÖ`v‡bi Rb¨ Code (CGC) issued by the Bangladesh Securities
†Kv¤úvbx GKRb †ckv`vi wb‡qv‡Mi D‡`¨vM MÖnY and Exchange Commission dated 03 June 2018,
the Company has taken initiatives to appoint a
K‡i‡Q| †gmvm© emy e¨vbvR©x bv_ GÛ †Kvs, PvU©vW©
professional firm who will provide the certificate as
GKvD›U¨v›Um, Zv‡ì wPwV bs weweGbGm/8137/
.c
stated in the aforesaid Code. M/S Basu Banerjee
2019 ZvwiL A‡±vei 06, 2019-Gi gva¨‡g Nath & Co., Chartered Accountants, have
2019-2020 mv‡ji Rb¨ Kgcøv‡qÝ mvwU©wd‡KU expressed their willingness vide their letter No.
d
cÖ`v‡bi e¨vcv‡i B”Qv cÖKvk K‡i‡Qb| BBNC/8137/2019 dated October 06, 2019 to act
as a professional for issuing the certificate on
ab
compliance for the year 2019-2020.
¯^xK…wZ Acknowledgement
cwiPvjKgÛjx I Avgvi c¶ †_‡K †Kv¤úvbxi mKj
nk
On behalf of the Board of Directors and myself, I

†kqvi‡nvìvie„›`, Kg©KZ©v I Kg©Pvixe„›`, MÖvnKMY, would like to thank our shareholders, employees
e¨vsK, Avw_©K cÖwZôvb, miKvix ms¯’v, cwi‡ekKmn of the Company, our business partners including
mKj eëmvwqK Askx`vi‡K Zv‡ì mg_©b I
distributors, customers, banks, financial
mn‡hvwMZvi Rb¨ abëv` I K…ZÁZv RvbvB|
La
Avgv‡ì cÖZ¨vkv, GB mg_©b fwel¨‡ZI Ae¨vnZ institutions, government agencies, and our
_vK‡e, hv‡Z †Kv¤úvbx AwaKZi mvdj¨ jvf Ki‡Z suppliers for their continuous support and
cv‡i| co-operation extended to the Company. We
expect that this commitment will persist in future
as well, so that the Company can attain greater
success.
A‡±vei 10, 2019 October 10, 2019 Chairperson
21
as at 30th June 2019
Chairperson
5460
om
d .c
ab
nk
La
Mohammed Sabir Ahmed, FCA, FCS
and Compliance
Executives 1 Mohammad Mahboob Arslan nil

2 Shakeb Kamal Ahmed nil
3 Md. Habibur Rahman nil
4 Ruhul Amin, FCA nil
5 Md. Mahabubur Rahman Khan 390
22
MANAGEMENT’S DISCUSSION AND ANALYSIS BY THE

MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
Bangladesh Lamps Limited earned revenue of Taka 1,573.49 million during 2018-2019 as against
Taka 1,475.77 million in 2017-2018 representing a growth of 6.62%. During the same year, the
Company generated net profit after tax of Taka 29.27 million in 2018-2019 as against net profit after
tax of Taka 40.48 million in 2017-2018.
As per Corporate Governance Code issued by the Bangladesh Securities and Exchange Commission
vide BSEC/CMRRCD/2006-158/207/Admin/80 Dated: 3 June 2018, I am pleased to make the
following statements:
om
a) Accounting policies and estimation for preparation of financial statements:
The financial statements of Bangladesh Lamps Limited have been prepared in accordance with the
Bangladesh Financial Reporting Standards (BFRS), the Companies Act, 1994, the Securities and
.c
Exchange Rules, 1987 and other applicable laws and regulations.
d
The preparation of financial statements requires management to make judgments, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
ab
liabilities, income and expenses. The estimates and underlying assumptions are based on past
experience and various other factors that are believed to be reasonable under the circumstances, the
result of which form the basis of making judgments about the carrying values of assets and liabilities
nk
that are not readily apparent from other sources. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
La
estimates are recognized in the period in which the estimate is revised if the revision affects only that
period or in the period of revision and future periods if the revision affects both current and future
periods.
In particular, information about significant areas of estimation and judgments in applying accounting
policies that have the most significant effect on the amount recognized in the financial statements are
described in the respective notes to the Audited Financial Statements. And detailed of the accounting
policies has been disclosed in the note 2 and note 3 of the Audited Financial Statements.
b) Changes in accounting policies and estimation and the effect of such changes on the
financial performance or results and financial position as well as cash flows:
Changes in Accounting Policies Adopted

During the year ended June 30, 2019, there were no changes to the accounting policies adopted by
the Bangladesh Lamps Limited.
23
New Accounting Standards

IAS 17 has been replaced by IFRS 16 with effect from 1st January 2019.
c) Comparative analysis (including effects of inflation) of financial performance or results and

financial position as well as cash flows for current financial year with immediate preceding five
years explaining reasons thereof:
Financial highlights of last five years:
(Taka in million)
Sl. Particulars July 2018- July 2017- July 2016- 2016 2015
No. June 2019 June 2018 June 2017 (Jan- (Jan-Dec)
June)*
A. Financial Information
A1 Net sales 1,573.49 1,475.77 1,219.93 624.03 1,262.86
A2 Gross profit 373.07 330.57 294.35 148.08 299.30
om
A3 Profit after tax 29.27 40.48 39.35 26.87 30.86
A4 Total assets 1,980.06 1,985.66 1,639.19 1,323.44 1,381.06
A5 Total equity 865.29 830.16 878.15 632.70 662.94
.c
B Cash flows
B1 Cash flows from operating activities 28.36 (234.36) (43.82) 30.76 28.64
d
B2 Cash flows from investing activities 11.70 (7.99) (9.70) 12.44 (0.66)
B3 Cash flows from financing activities (16.48) (26.36) (0.31) (25.57) (38.41)
ab
B4 Opening cash and cash equivalent (509.14) (240.41) (186.58) (204.21) (193.78)
B5 Closing cash and cash equivalent (484.87) (509.13) (240.41) (186.58) (204.21)
*Six months period
nk
Revenue Performance:
La
Total revenue of Bangladesh Lamps Limited stood at Taka 1,573.49 million in 2018-2019 which was
Taka 1,475.77 million in 2017-2018; a growth of 6.62% over 2017-2018. Statement of year wise
revenue is as follows:
Year Taka in Million
July 2018 - June 2019 1,573.49
July 2017 - June 2018 1,475.77
July 2016 - June 2017 1,219.93
2016 (January - June)* 624.03
2015 (January – December) 1,262.86

*Six months period
24
Cost and Profitability:

We have skilled professionals at different levels of the Company who are well aware of the need for
an efficient cost management tools thereby ensuring profitability of the Company. As a result, we have
attained a significant result in cost recovery. Due to higher finance cost, the profitability of the
Company confronted de-growth of (27.69%) in the year 2018-2019 in compare with year 2017-2018.
Financial Position:
Total assets of the Company stood at Taka 1,980.06 million in 2018-2019 as against Taka 1,985.66
million in 2017-2018. This year non-current assets have increased due to fair value adjustment of the
Company’s investment. Consequently, total equity of the Company increased by the same amount of
fair value adjustment of the investments.
Cash Flow:
During the year we emphasized on some important sectors such as cost recovery, cash collection etc.
As a result, the cash flows from operating activities turned around into positive state to Tk. 28.36
million as against Tk.(234.36) million in 2017-2018. Consequently, the net cash flows for the year
2018-2019 grown into Tk. 24.27 million, compared to Tk. (268.72) million in the year 2017-2018.
d) Comparison of financial performance or results and financial position as well as cash flows
with the peer industry scenario:
om
There are no other Companies engaged in the lighting business which are listed in the Country’s
browses. Therefore, a comparison with peer industry has not been possible.
e) Brief explanation on the financial and economic scenario of the country and the globe:
Bangladesh Scenario:
.c
Bangladesh’s GDP growth for financial Year 2018-2019 is line with the Government projection, driven by strong
domestic demand – particularly private consumption – and a recovery in exports, albeit mild. According to
d
Bangladesh Bureau of Statistics or BBS, Bangladesh’s GDP growth in the current fiscal year is set to exceed 8
percent for the first time. The government is also anticipating an increase in the country’s per capita income to
ab
$1,909. Bangladesh’s GDP growth was 7.86 percent in the past fiscal year while the per capita income was
$1,751.(2,3)
Global financial and economic scenario:
nk
Global economic growth is forecast to ease to a weaker-than-expected 2.6% in 2019 before inching up to 2.7%
in 2020. Growth in emerging market and developing economies is expected to stabilize next year as some
countries move past periods of financial strain, but economic momentum remains weak.(1)
La
The outlook for the South Asia is solid, with growth picking up to 7% in 2020 and 7.1% in 2021. Domestic demand
growth is expected to remain robust with support from monetary and fiscal policy, in particular in India. Growth in
India is projected to accelerate to 7.5% in FY 2019/20. which begins April 1. Pakistan’s growth is expected to slow
further to 2.7% in FY2019/20.(1)
f) Risks and concerns issues related to the financial statements and mitigation plan for
managing risk:
The Company is aware of the different risks associated in doing business and is prepared to manage
those risks through a professional approach. The financial and other risks have been disclosed in the
Note 35 and Note 40 of the audited financial statements. Also there are some risk factors and
concerns for the company which are noted below:
External risk factors
The Company’s results may be affected by factors outside its control such as political unrest, strike,
civil commotion and act of terrorism. These will be addressed as per demands of the situation.
25
Threat to sustainability and negative impact on environment

In line with global practice, the government has been initiating notable changes in environmental, health and
safety laws and regulations and energy saving activities. We will address the issues with a more proactive
business strategy to ensure conformity with future changes.
We emphasize that some of the risks areas are beyond control of any single company. We at Bangladesh
Lamps Limited closely monitor the trends and developments in each of the risk areas and take the best
possible measures to mitigate them.
g) Future plan or projection or forecast for company’s operation, performance and financial position,
with justification thereof, i.e., actual position shall be explained to the shareholders in the next AGM:
The government has given highest priority to rapidly boost the power generation and expand the power
distribution network within the country to make power available at the remotest part of the Country. This
includes measures like setting up of new power plants under private & public initiatives for modernizing
the old power plants, import of power from neighboring country etc. All these measures will have a
positive impact on the lighting industry.
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We also undertake necessary measures on a continuous basis which will enable us to sustain our
growth in the coming years. The measures include expansion of distribution network of our products,
expanding the product portfolio, hiring of quality manpower particularly in the sales and distribution and
supply chain departments and planned capital expenditure. In particular we are prioritizing the
.c
production of the LED bulbs and LED tube lights which are gaining wide acceptance with the
consumers because of lower energy consumption and cost saving potentials. We hope that our
emphasis on LED productions and distribution will help us to improve our financial position in the
d
coming years.
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October 10, 2019 Latifur Rahman

Managing Director and Chief Executive Officer
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¹ World Bank Press Release dated June 04, 2019

² Bangladesh Bureau of Statistics (BBS)
3
Speeches by Finance Minister, GOB
26
Annexure-A
[As per condition No. 1(5)(xxvi)]
Bangladesh Lamps Limited

Declaration by CEO and CFO
Date: October 10, 2019
The Board of Directors

Bangladesh Lamps limited
Sadar Road, Mohakhali
Dhaka- 1206.
Subject: Declaration on Financial Statements for the year ended on 30 June 2019.
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Dear Sirs,
Pursuant to the condition No. 1(5) (xxvi) imposed vide the Commission’s Notification No. BSEC/CMRRCD/2006-158/207/
Admin/80 Dated 3 June 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby declare that:
.c
(1) The Financial Statements of Bangladesh Lamps Limited for the year ended on 30 June 2019 have been prepared in
compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as
d
applicable in the Bangladesh and any departure there from has been adequately disclosed;
(2) The estimates and judgments related to the financial statements were made on a prudent and reasonable basis, in order
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for the financial statements to reveal a true and fair view;

(3) The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly presented in
its financial statements;
(4) To ensure above, the Company has taken proper and adequate care in installing a system of internal control and
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maintenance of accounting records;

(5) Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and
procedures of the Company were consistently followed; and
(6) The management’s use of the going concern basis of accounting in preparing the financial statements is appropriate and
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there exists no material uncertainty related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern.
In this regard, we also certify that: -
(i) We have reviewed the financial statements for the year ended on 30 June 2019 and that to the best of our knowledge
and belief:
(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that
might bemisleading;
(b) these statements collectively present true and fair view of the Company’s affairs and are in compliance with
existing accounting standards and applicable laws.
(ii) There are, to the best of knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or in violation of the code of conduct for the Company’s Board of Directors or its members.
Sincerely yours,
Latifur Rahman Mohammed Sabir Ahmed FCA FCS

Managing Director & Chief Financial Officer (CFO)
Chief Executive Officer (CEO)
27
emy e¨vbvR©x bv_ G¨vÛ †Kvs Dhaka Trade Centre (11th Floor)
99, Kazi Nazrul Islam Avenue
BASU BANERJEE NATH & CO. Kawranbazar, Dhaka-1215
Chartered Accountants Phone : (O) 9113357, 9126763
Estd. 1933 Fax : 88-02-9126763
E-mail :info@bbnathco.com
Web: www.bbnathco.com
Annexure-B
[Certificate as per condition No. 1(5)(xxvii)]
Report to the Shareholders of Bangladesh Lamps Limited on compliance
on the Corporate Governance Code
We have examined the compliance status to the Corporate Governance Code by Bangladesh Lamps Limited for the
year ended on 30 June 2019. This Code relates to the Notification No. BSEC/CMRRCD/2006-158/207/Admin/80
dated 3 June 2018 of the Bangladesh Securities and Exchange Commission.
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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 the
conditions of the Corporate Governance Code.
This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate
.c
Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by
Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any
d
condition of this Corporate Governance Code.
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We state that we have obtained all the information and explanations, which we have required, and after due scrutiny
and verification thereof, we report that, in our opinion:
(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the
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above mentioned Corporate Governance Code issued by the Commission;

(b) 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 required by this Code;
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(c) 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
(d) The governance of the company is highly satisfactory.
Place: Dhaka For Basu Banerjee Nath & Co.

Dated: 10 October, 2019 Chartered Accountants
Uzzal Deb Nath M.Com, FCA

Partner
Chittagong Office :Taher Chamber (Ground Fl.) 10, Agrabad C/A., Chittagong
Phone : (O) 88-031-721201, 2512931, (R) 615785 Fax : 88-031-721201
28
Annexure-C
[As per condition No. 1(5)(xxvii)]
Bangladesh Lamps Limited

Status of compliance for the year ended on 30 June 2019
Status of compliance with the conditions imposed by the Commission’s Notification No. BSEC/CMRRCD/2006-158/207/Admin/80
dated 3 June 2018 issued under section 2CC of the Securities and Exchange Ordinance, 1969:
(Report Under Condition No. 9)
Compliance Status
Title
Condition No. Complied Not Remarks
Complied
1(1) The total number of members of a company’s Board of Directors (hereinafter referred to as
√
“Board”) shall not be less than 5 (five) and more than 20 (twenty).
1(2)(a) At least one-fifth (1/5) of the total number of directors in the company’s Board shall be
independent directors; any fraction shall be considered to the next integer or whole number for √
calculating number of independent director(s);
1(2)(b)(i) who either does not hold any share in the company or holds less than one percent (1%) shares
√
of the total paid-up shares of the company;
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1(2)(b)(ii) who is not a sponsor of the company or is not connected with the company’s any sponsor or
director or nominated director or shareholder of the company or any of its associates, sister
√
concerns, subsidiaries and parents or holding entities who holds one percent (1%) or more
shares of the total paid-up shares of the company on the basis of family relationship and his or
her family members also shall not hold above mentioned shares in the company:
.c
1(2)(b)(iii) who has not been an executive of the company in immediately preceding 2 (two) financial years; √
1(2)(b)(iv) who does not have any other relationship, whether pecuniary or otherwise, with the company or
√
its subsidiary or associated companies;
d
1(2)(b)(v) who is not a member or TREC (Trading Right Entitlement Certificate) holder, director or officer
√
of any stock exchange;
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1(2)(b)(vi) who is not a shareholder, director excepting independent director or officer of any member or
√
TREC holder of stock exchange or an intermediary of the capital market;
1(2)(b)(vii) who is not a partner or an executive or was not a partner or an executive during the preceding 3
(three) years of the concerned company’s statutory audit firm or audit firm engaged in internal √
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audit services or audit firm conducting special audit or professional certifying compliance of this
Code;
1(2)(b)(viii) who is not independent director in more than 5 (five) listed companies; √
1(2)(b)(ix) who has not been convicted by a court of competent jurisdiction as a defaulter in payment of
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√
any loan or any advance to a bank or a Non-Bank Financial Institution (NBFI);
1(2)(b)(x) who has not been convicted for a criminal offence involving moral turpitude; √
1(2)(c) The independent director(s) shall be appointed by the Board and approved by the shareholders
√
in the Annual General Meeting (AGM);
1(2)(d) The post of independent director(s) cannot remain vacant for more than 90 (ninety) days; √
1(2)(e) The tenure of office of an independent director shall be for a period of 3 (three) years, which
√
may be extended for 1 (one) tenure only:
1(3)(a) Independent director shall be a knowledgeable individual with integrity who is able to ensure
compliance with financial laws, regulatory requirements and corporate laws and can make √
meaningful contribution to the business;
1(3)(b)(i) Business Leader who is or was a promoter or director of an unlisted company having minimum
paid-up capital of Tk. 100.00 million or any listed company or a member of any national or No such case
international chamber of commerce or business association;
1(3)(b)(ii) Corporate Leader who is or was a top level executive not lower than Chief Executive Officer or
Managing Director or Deputy Managing Director or Chief Financial Officer or Head of Finance or
Accounts or Company Secretary or Head of Internal Audit and Compliance or Head of Legal √
Service or a candidate with equivalent position of an unlisted company having minimum paid up
capital of Tk. 100.00 million or of a listed company;
29
Compliance Status
Condition No. Title
Complied Not Remarks
Complied
1(3)(b)(iii) Former official of government or statutory or autonomous or regulatory body in the position not No such case
below 5th Grade of the national pay scale, who has at least educational background of bachelor
degree in economics or commerce or business or law;
1(3)(b)(iv) University Teacher who has educational background in Economics or Commerce or Business No such case
Studies or Law;
1(3)(b)(v) Professional who is or was an advocate practicing at least in the High Court Division of No such case
Bangladesh Supreme Court or a Chartered Accountant or Cost and Management Accountant or
Chartered Financial Analyst or Chartered Certified Accountant or Certified Public Accountant or
Chartered Management Accountant or Chartered Secretary or equivalent qualification;
1(3)(c) The independent director shall have at least 10 (ten) years of experiences in any field
√
mentioned in clause (b);
1(3)(d) In special cases, the above qualifications or experiences may be relaxed subject to prior No such case
approval of the Commission.
1(4)(a) The positions of the Chairperson of the Board and the Managing Director (MD) and/or Chief
√
Executive Officer (CEO) of the company shall be filled by different individuals;
1(4)(b) The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed company shall not
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√
hold the same position in another listed company;
1(4)(c) The Chairperson of the Board shall be elected from among the non-executive directors of the
√
company;
1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the
√
Managing Director and/or Chief Executive Officer;
.c
1(4)(e) In the absence of the Chairperson of the Board, the remaining members may elect one of No such case
themselves from non-executive directors as Chairperson for that particular Board’s meeting; the
reason of absence of the regular Chairperson shall be duly recorded in the minutes.
d
1(5)(i) An industry outlook and possible future developments in the industry; √
1(5)(ii) The segment-wise or product-wise performance; √
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1(5)(iii) Risks and concerns including internal and external risk factors, threat to sustainability and
√
negative impact on environment, if any;
1(5)(iv) A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin, where
√
applicable;
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1(5)(v) A discussion on continuity of any extraordinary activities and their implications (gain or loss); √
1(5)(vi) A detailed discussion on related party transactions along with a statement showing amount,
nature of related party, nature of transactions and basis of transactions of all related party √
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transactions;
1(5)(vii) A statement of utilization of proceeds raised through public issues, rights issues and/or any No such case
other instruments;
1(5)(viii) An explanation if the financial results deteriorate after the company goes for Initial Public No such case
Offering (IPO), Repeat Public Offering (RPO), Rights Share Offer, Direct Listing, etc.;
1(5)(ix) An explanation on any significant variance that occurs between Quarterly Financial
√
performances and Annual Financial Statements;
1(5)(x) A statement of remuneration paid to the directors including independent directors; √
1(5)(xi) A statement that the financial statements prepared by the management of the issuer company
√
present fairly its state of affairs, the result of its operations, cash flows and changes in equity;
1(5)(xii) A statement that proper books of account of the issuer company have been maintained; √
1(5)(xiii) A statement that appropriate accounting policies have been consistently applied in preparation
of the financial statements and that the accounting estimates are based on reasonable and √
prudent judgment;
1(5)(xiv) A statement that International Accounting Standards (IAS) or International Financial Reporting
Standards (IFRS), as applicable in Bangladesh, have been followed in preparation of the √
financial statements and any departure there from has been adequately disclosed;
1(5)(xv) A statement that the system of internal control is sound in design and has been effectively
√
implemented and monitored;
30
Compliance Status
Condition No. Title Remarks
Complied Not
Complied
1(5)(xvi) A statement that minority shareholders have been protected from abusive actions by, or in the
√
interest of, controlling shareholders acting either directly or indirectly and have effective means
of redress;
1(5)(xvii) A statement that there is no significant doubt upon the issuer company’s ability to continue as a
√
going concern, if the issuer company is not considered to be a going concern, the fact along
with reasons there of shall be disclosed;
1(5)(xviii) An explanation that significant deviations from the last year’s operating results of the issuer
√
company shall be highlighted and the reasons thereof shall be explained;
1(5)(xix) A statement where key operating and financial data of at least preceding 5 (five) years shall be √
summarized;
1(5)(xx) An explanation on the reasons if the issuer company has not declared dividend (cash or stock) No such case
for the year;
1(5)(xxi) Board’s statement to the effect that no bonus share or stock dividend has been or shall be
√
declared as interim dividend;
1(5)(xxii) The total number of Board meetings held during the year and attendance by each director; √
1(5)(xxiii)(a) Parent or Subsidiary or Associated Companies and other related parties (name-wise details); √
1(5)(xxiii)(b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal
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√
Audit and Compliance and their spouses and minor children (name-wise details);
1(5)(xxiii)(c) Executives; √
1(5)(xxiii)(d) Shareholders holding ten percent (10%) or more voting interest in the company (name-wise
√
details);
1(5)(xxiv)(a) a brief resume of the director; √
.c
1(5)(xxiv)(b) nature of his or her expertise in specific functional areas; √
1(5)(xxiv)(c) names of companies in which the person also holds the directorship and the membership of √
committees of the Board;
d
1(5)(xxv)(a) accounting policies and estimation for preparation of financial statements; √
1(5)(xxv)(b) changes in accounting policies and estimation, if any, clearly describing the effect on financial
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performance or results and financial position as well as cash flows in absolute figure for such √
changes;
1(5)(xxv)(c) comparative analysis (including effects of inflation) of financial performance or results and
financial position as well as cash flows for current financial year with immediate preceding five √
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years explaining reasons thereof;

1(5)(xxv)(d) compare such financial performance or results and financial position as well as cash flows with
√
the peer industry scenario;
1(5)(xxv)(e) briefly explain the financial and economic scenario of the country and the globe; √
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1(5)(xxv)(f) risks and concerns issues related to the financial statements, explaining such risk and concerns √
mitigation plan of the company;
1(5)(xxv)(g) future plan or projection or forecast for company’s operation, performance and financial position,
with justification thereof, i.e., actual position shall be explained to the shareholders in the next √
AGM;
1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition
√
No. 3(3) shall be disclosed as per Annexure-A;
1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required
√
under condition No. 9 shall be disclosed as per Annexure-B and Annexure-C.
1(6) The company shall conduct its Board meetings and record the minutes of the meetings as well
as keep required books and records in line with the provisions of the relevant Bangladesh
√
Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh
(ICSB) in so far as those standards are not inconsistent with any condition of this Code.
1(7)(a) The Board shall lay down a code of conduct, based on the recommendation of the Nomination
and Remuneration Committee (NRC) at condition No. 6, for the Chairperson of the Board, other √
board members and Chief Executive Officer of the company;
1(7)(b) The code of conduct as determined by the NRC shall be posted on the website of the company
including, among others, prudent conduct and behavior; confidentiality; conflict of interest;
√
compliance with laws, rules and regulations; prohibition of insider trading; relationship with
environment, employees, customers and suppliers; and independency.
31
Compliance Status
Condition No. Title
Complied
2(a) Provisions relating to the composition of the Board of the holding company shall be made N/A
applicable to the composition of the Board of the subsidiary company;
2(b) At least 1 (one) independent director on the Board of the holding company shall be a director on N/A
the Board of the subsidiary company;
2(c) The minutes of the Board meeting of the subsidiary company shall be placed for review at the N/A
following Board meeting of the holding company;
2(d) The minutes of the respective Board meeting of the holding company shall state that they have N/A
reviewed the affairs of the subsidiary company also;
2(e) The Audit Committee of the holding company shall also review the financial statements, in N/A
particular the investments made by the subsidiary company.
3(1)(a) The Board shall appoint a Managing Director (MD) or Chief Executive Officer (CEO), a
Company Secretary (CS), a Chief Financial Officer (CFO) and a Head of Internal Audit and √
Compliance (HIAC);
3(1)(b) The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company
Secretary (CS), Chief Financial Officer (CFO) and Head of Internal Audit and Compliance √
(HIAC) shall be filled by different individuals;
3(1)(c) The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive position
√
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in any other company at the same time;
3(1)(d) The Board shall clearly define respective roles, responsibilities and duties of the CFO, the HIAC √
and the CS;
3(1)(e) The MD or CEO, CS, CFO and HIAC shall not be removed from their position without approval √
of the Board as well as immediate dissemination to the Commission and stock exchange(s).
.c
3(2) The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board: √
3(3)(a)(i) these statements do not contain any materially untrue statement or omit any material fact or √
contain statements that might be misleading;
d
3(3)(a)(ii) 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;
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3(3)(b) The MD or CEO and CFO shall also certify that there are, to the best of knowledge and belief, √
no transactions entered into by the company during ht e year which are fraudulent, illegal or in
violation of the code of conduct for the company’s Board or its members;
3(3)(c) The certification of the MD or CEO and CFO shall be disclosed in the Annual Report. √
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4(i) Audit Committee; √

4(ii) Nomination and Remuneration Committee. √
5(1)(a) The company shall have an Audit Committee as a sub-committee of the Board;
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√
5(1)(b) The Audit Committee shall assist the Board in ensuring that the financial statements reflect true
and fair view of the state of affairs of the company and in ensuring a good monitoring system √
within the business;
5(1)(c) The Audit Committee shall be responsible to the Board; the duties of the Audit Committee shall √
be clearly set forth in writing.
5(2)(a) The Audit Committee shall be composed of at least 3 (three) members; √
5(2)(b) The Board shall appoint members of the Audit Committee who shall be non-executive directors
of the company excepting Chairperson of the Board and shall include at least 1 (one) √
independent director;
5(2)(c) All members of the audit committee should be “financially literate” and at least 1 (one) member
shall have accounting or related financial management background and 10 (ten) years of such √
experience;
5(2)(d) When the term of service of any Committee member expires or there is any circumstance
causing any Committee member to be unable to hold office before expiration of the term of
service, thus making the number of the Committee members to be lower than the prescribed √
number of 3 (three) persons, the Board shall appoint the new Committee member to fill up the
vacancy immediately or not later than 1 (one) month from the date of vacancy in the Committee
to ensure continuity of the performance of work of the Audit Committee;
32
Condition No. Title Compliance Status

Remarks
Complied Not
Complied
5(2)(e) The company secretary shall act as the secretary of the Committee; √
5(2)(f) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) √
independent director.
5(3)(a) The Board shall select 1 (one) member of the Audit Committee to be Chairperson of the Audit
√
Committee, who shall be an independent director;
5(3)(b) In the absence of the Chairperson of the Audit Committee, the remaining members may elect No such case
one of themselves as Chairperson for that particular meeting, in that case there shall be no
problem of constituting a quorum as required under condition No. 5(4)(b) and the reason of
absence of the regular Chairperson shall be duly recorded in the minutes.
5(3)(c) Chairperson of the Audit Committee shall remain present in the Annual General Meeting (AGM): √
5(4)(a) The Audit Committee shall conduct at least its four meetings in a financial year: √
5(4)(b) The quorum of the meeting of the Audit Committee shall be constituted in presence of either two
members or two third of the members of the Audit Committee, whichever is higher, where √
presence of an independent director is a must.
5(5)(a) Oversee the financial reporting process; √
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5(5)(b) monitor choice of accounting policies and principles; √
5(5)(c) monitor Internal Audit and Compliance process to ensure that it is adequately resourced,
√
including approval of the Internal Audit and Compliance Plan and review of the Internal Audit
and Compliance Report;
5(5)(d)
.c
oversee hiring and performance of external auditors; √
5(5)(e) hold meeting with the external or statutory auditors for review of the annual financial statements √
before submission to the Board for approval or adoption;
d
5(5)(f) review along with the management, the annual financial statements before submission to the √
Board for approval;
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5(5)(g) review along with the management, the quarterly and half yearly financial statements before √
submission to the Board for approval;
5(5)(h) review the adequacy of internal audit function; √
5(5)(i) review the Management’s Discussion and Analysis before disclosing in the Annual Report; √
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5(5)(j) review statement of all related party transactions submitted by the management; √
5(5)(k) review Management Letters or Letter of Internal Control weakness issued by statutory auditors; √
5(5)(l) oversee the determination of audit fees based on scope and magnitude, level of expertise
√
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deployed and time required for effective audit and evaluate the performance of external
auditors;
5(5)(m) oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public No such case
Offering (RPO) or Rights Share Offer have been utilized as per the purposes stated in relevant
offer document or prospectus approved by the Commission:
5(6)(a)(i) The Audit Committee shall report on its activities to the Board. √
5(6)(a)(ii)(a) report on conflicts of interests; No such case
5(6)(a)(ii)(b) suspected or presumed fraud or irregularity or material defect identified in the internal audit and No such case
compliance process or in the financial statements;
5(6)(a)(ii)(c) suspected infringement of laws, regulatory compliances including securities related laws, rules No such case
and regulations;
5(6)(a)(ii)(d) any other matter which the Audit Committee deems necessary shall be disclosed to the Board No such case
immediately;
5(6)(b) If the Audit Committee has reported to the Board about anything which has material impact on No such case
the financial condition and results of operation and has discussed with the Board and the
management that any rectification is necessary and if the Audit Committee finds that such
rectification has been unreasonably ignored, the Audit Committee shall report such finding to the
Commission, upon reporting of such matters to the Board for three times or completion of a
period of 6 (six) months from the date of first reporting to the Board, whichever is earlier.
33
Compliance Status
Condition No. Title
Complied
5(7) Report on activities carried out by the Audit Committee, including any report made to the Board
√
under condition No. 5(6)(a)(ii) above during the year, shall be signed by the Chairperson of the
Audit Committee and disclosed in the annual report of the issuer company.
6(1)(a) The company shall have a Nomination and Remuneration Committee (NRC) as a sub- √
committee of the Board;
6(1)(b) The NRC shall assist the Board in formulation of the nomination criteria or policy for determining
qualifications, positive attributes, experiences and independence of directors and top level √
executive as well as a policy for formal process of considering remuneration of directors, top
level executive;
6(1)(c) The Terms of Reference (ToR) of the NRC shall be clearly set forth in writing covering the areas
√
stated at the condition No. 6(5)(b).
6(2)(a) The Committee shall comprise of at least three members including an independent director; √
6(2)(b) All members of the Committee shall be non-executive directors; √
6(2)(c) Members of the Committee shall be nominated and appointed by the Board;
om
√
6(2)(d) The Board shall have authority to remove and appoint any member of the Committee;
√
6(2)(e) In case of death, resignation, disqualification, or removal of any member of the Committee or in
any other cases of vacancies, the board shall fill the vacancy within 180 (one hundred eighty) √
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days of occurring such vacancy in the Committee;
6(2)(f) The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s)
of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels
d
√
that advice or suggestion from such external expert and/or member(s) of staff shall be required
or valuable for the Committee;
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6(2)(g) The company secretary shall act as the secretary of the Committee; √
6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at least an
√
independent director;
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6(2)(i) No member of the NRC shall receive, either directly or indirectly, any remuneration for any
advisory or consultancy role or otherwise, other than Director’s fees or honorarium from the √
company.
6(3)(a) The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who
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√
shall be an independent director;
6(3)(b) In the absence of the Chairperson of the NRC, the remaining members may elect one of
themselves as Chairperson for that particular meeting, the reason of absence of the regular √
Chairperson shall be duly recorded in the minutes;
6(3)(c) The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the
queries of the shareholders: √
6(4)(a) The NRC shall conduct at least one meeting in a financial year; √
6(4)(b) The Chairperson of the NRC may convene any emergency meeting upon request by any No such case
member of the NRC;
6(4)(c) The quorum of the meeting of the NRC shall be constituted in presence of either two members
or two third of the members of the Committee, whichever is higher, where presence of an √
independent director is must as required under condition No. 6(2)(h);
6(4)(d) The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such
√
minutes shall be confirmed in the next meeting of the NRC.
6(5)(a) NRC shall be independent and responsible or accountable to the Board and to the
√
shareholders;
34
Compliance Status
Condition No. Title Remarks
Complied Not
Complied
6(5)(b)(i)(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and
√
motivate suitable directors to run the company successfully;
6(5)(b)(i)(b) the relationship of remuneration to performance is clear and meets appropriate performance
√
benchmarks;
6(5)(b)(i)(c) remuneration to directors, top level executive involves a balance between fixed and incentive
pay reflecting short and long-term performance objectives appropriate to the working of the √
company and its goals;
6(5)(b)(ii) devising a policy on Board’s diversity taking into consideration age, gender, experience, √
ethnicity, educational background and nationality;
6(5)(b)(iii) identifying persons who are qualified to become directors and who may be appointed in top level
executive position in accordance with the criteria laid down, and recommend their appointment √
and removal to the Board;
6(5)(b)(iv) formulating the criteria for evaluation of performance of independent directors and the Board; √
identifying the company’s needs for employees at different levels and determine their selection, √
6(5)(b)(v)
transfer or replacement and promotion criteria;
6(5)(b)(vi) developing, recommending and reviewing annually the company’s human resources and
√
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training policies;
6(5)(c) The company shall disclose the nomination and remuneration policy and the evaluation criteria
√
and activities of NRC during the year at a glance in its annual report.
7(1)(i) appraisal or valuation services or fairness opinions; √
7(1)(ii) financial information systems design and implementation; √
.c
7(1)(iii) book-keeping or other services related to the accounting records or financial statements; √
7(1)(iv) broker-dealer services; √
7(1)(v) actuarial services; √
d
7(1)(vi) internal audit services or special audit services; √
7(1)(vii) any service that the Audit Committee determines; √
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7(1)(viii) audit or certification services on compliance of corporate governance as required under √

condition No. 9(1);
7(1)(ix) any other service that creates conflict of interest. √
7(2) No partner or employees of the external audit firms shall possess any share of the company
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they audit at least during the tenure of their audit assignment of that company; his or her family √
members also shall not hold any shares in the said company:
7(3) Representative of external or statutory auditors shall remain present in the Shareholders’
Meeting (Annual General Meeting or Extraordinary General Meeting) to answer the queries of √
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the shareholders.
8(1) The company shall have an official website linked with the website of the stock exchange. √
8(2) The company shall keep the website functional from the date of listing. √
8(3) The company shall make available the detailed disclosures on its website as required under the
√
listing regulations of the concerned stock exchange(s).
9(1) The company shall obtain a certificate from a practicing Professional Accountant or Secretary
(Chartered Accountant or Cost and Management Accountant or Chartered Secretary) other than
its statutory auditors or audit firm on yearly basis regarding compliance of conditions of √
Corporate Governance Code of the Commission and shall such certificate shall be disclosed in
the Annual Report.
9(2) The professional who will provide the certificate on compliance of this Corporate Governance
√
Code shall be appointed by the shareholders in the annual general meeting.
9(3) The directors of the company shall state, in accordance with the Annexure-C attached, in the √
directors’ report whether the company has complied with these conditions or not.
35
The Audit Committee of Bangladesh Lamps Limited was formed as per the terms of reference approved by
the Board in accordance with the notification of Bangladesh Securities and Exchange Commission no.
BSEC/CMRRCD/2006-158/207/Admin/80 dated 3rd June 2018.
The Audit Committee of the Company comprises of three Directors, nominated by the Board of Directors of
the Company, headed by the Independent Director, Mr. Akhtar Ahmed. The other members of the Committee
are Mr. Atiqur Rahman and Mr. Arshad Waliur Rahman.
The Committee has worked closely with the Company’s internal audit team to ensure that the audit
processes adopted in connection with the financial statements, are dealt with best practices. The Committee
was empowered to examine the matter relating to financial and other affairs of the Company. This
Committee ensures a sound financial reporting system and provides the updated information to the Board
of Directors.
The Committee meets every quarter. During the year 2018-2019, four Audit Committee meetings were held
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to carry out the following tasks:
Oversee the effectiveness of the internal financial controls.
Compliance of all applicable legal and regulatory rules and regulations.

.c
Various reports of operational activities and streamlined the operations of the Company.
d
Reviewed the annual and quarterly financial statements of the Company, and also reviewed
compliance of Corporate Governance Code issued by Bangladesh Securities and Exchange
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Commission.
As per the Corporate Governance Code issued by Bangladesh Securities & Exchange Commission on 3rd
June 2018, the Committee conducted a meeting with the external auditors for review of the annual financial
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statements for the year ended on 30 June 2019 for submission to the Board. The Committee also reviewed
the internal audit & compliance systems and procedures for the year ended on 30 June 2019, and
performance of external auditors Messrs. A. Qasem & Co., Chartered Accountants.
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The Audit Committee is of the view that the internal control and procedures are adequate to present a true
and fair view of the activities and financial status of the Company.
Akhtar Ahmed
Dhaka, October 10, 2019
Chairperson
36
REPORT OF THE NOMINATION & REMUNERATION

COMMITTEE (NRC)
The Report of Nomination and Remuneration Committee is prepared according to the requirements of the
Corporate Governance Code issued by the Bangladesh Securities and Exchange Commission (BSEC). This
Report covers nomination and remuneration policies, evaluation criteria and activities of NRC.
1. Overview of the Nomination and Remuneration Policies:
The Company follows nomination and remuneration policies, the benchmark of which relies on standards
and recognizable in the market context and sufficient to meet the current and future needs of the Company.
The broad criteria in that respect for Directors and top-level executives and all other employees of the
Company are as follows:
a) Nomination Criteria
i. Following the Company policies as well as guidelines and applicable country regulations;
ii. Following a selection process that is transparent in all respects;
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iii. Following a process which is compatible to international standards and local best practices;
iv. Recognize core competencies of the respective personnel for the different level of management and
employees of the Company;
.c
v. Follow diversity in age, maturity, qualification, expertise and gender disciplines;
b) Recruitment and Selection Guidelines
d
The NRC draws a broad outline of the Company needs for employees at different levels, as ascertained by
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the management. The recruitment and selection of Directors, top-level executives and other employees of
the Company are made according to the following guidelines:
Executive Director: The NRC recommends the candidate(s) for Executive Director(s), based
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on the nomination by the majority shareholders. The Board of Directors appoint the Executive
Director/s upon nomination and recommendation of the NRC.
Non-Executive Director: The NRC recommends candidate(s) for Non-Executive Director(s),
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based on the nomination by the majority shareholders, the Government shareholders and
other general shareholders. The Board of Directors appoints the Non-Executive Directors
upon nomination and recommendation of the NRC.
Independent Director: The Board of Directors appoints Independent Directors upon
nomination and recommendation of the NRC, which then refer to the Annual General Meeting
for shareholders’ approval.
Top-level executives: The NRC identifies and recommends candidate(s) for top-level
executives upon thorough scrutiny by the Managing Director, Executive Committee and
Human Resources Department (HRD), considering relevant qualifications, experience, skills
and leadership, as required for the respective positions based on the Company’s internal
selection process.
Other Employees:
The NRC sets a guideline to identify the Company’s need for employees at different levels, and empowers
the relevant management of the Company’s HRD for selection, transfer, replacement and promotion of
respective employees based on the Company’s internal processes.
37
c) Remuneration Criteria
The structure, scale and composition of remuneration/honorarium is reasonable and sufficient to attract,
retain and motivate suitable Directors, top-level executives and other employees to run the Company
efficiently and successfully. The context of packages, including remuneration/ benefits monthly, yearly
and in the long run for all the employees are categorically laid down and meets the appropriate
performance benchmarks;
The remuneration, including bonuses, compensation, benefits (or in whatever form) payable to the
Executive Directors, top-level executives and other employees are determined by the NRC based on the
respective Company policies and guidelines, which shall be ratified by the Board as and when required;
The remuneration to be paid to the Executive Directors is in accordance with the Company’s policies and
guidelines;
The NRC will recommend the Board meeting attendance fees, honorarium, including incidental
expenses, if any; and
No member of the NRC receives, either directly or indirectly, any remuneration for any advisory or
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consultancy role or otherwise, other than Director’s fees or honorarium from the Company.
2. Evaluation Criteria
a) Executive Directors
.c
The respective line authority of the Executive Director(s) sets the performance measurement criteria based
d
on the respective role profile and responsibilities through a Company appraisal process at the beginning of
each calendar year. The Executive Director(s) prepare the performance document at the year end. The
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respective line authority then evaluates the performance of the Executive Director(s) according to the
measurement criteria.
b) Independent Director & Non-Executive Director
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The evaluation of performance of the Independent Directors and Non-Executive Directors are carried out at
least once a year by the Board of Directors, according to the following criteria:
a) Attendance at the Board meetings and committee meetings
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b) Participation in the Board meetings and committee meetings

c) Contribution to improving the corporate governance practices of the Company
c) Top-level Executives & other Employees
The respective line authority of top-level executives and other employees sets the performance
measurement criteria based on the respective roles and responsibilities to achieve people and business
objectives through Company appraisal processes at the beginning of each calendar year. The employees
concerned prepare the performance document at the year end. The respective line authority then evaluates
the performance of the employee(s) according to the measurement criteria.
38
3. Activity Summary of NRC during the year

The activities of the NRC during the year were as follows:
Considered the terms of reference of NRC, as approved by the Board;
Formulated a policy relating to the remuneration of the Directors, top- level executives and all
employees of the Company;
Formulated the criteria for evaluation of performance of Independent Directors and the Board
Members;
Identified criteria for selection, transfer or replacement and promotion at different levels of the
Company;
Adopted a code of conduct for the Chairman, Directors and Top- level executives of the Company.
October 10, 2019
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Anis-uz-Zaman Khan
Chairperson
d .c
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39
Report on the Audit of the Financial Statements

Opinion
We have audited the financial statements of Bangladesh Lamps Limited (the Company), which comprise the statement
of financial position as at 30 June 2019, and the statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements give true and fair view, in all material respects, of the financial
position of the Company as at 30 June 2019, and of its financial performance and its cash flows for the year then
ended in accordance with International Financial Reporting Standards (IFRSs).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section
of our report. We are independent of the Company in accordance with the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that
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are relevant to our audit of the financial statements in Bangladesh, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
.c
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the
financial statements of the current period. These matters were addressed in the context of the audit of the financial
statements as a whole, and in forming the auditor’s opinion thereon, and we do not provide a separate opinion on
d
these matters. For each matter below, our description of how our audit addressed the matter is provided in that
context.
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We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial statements
section of our report, including in relation to these matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of the financial statements.
The results of our audit procedures, including the procedures performed to address the matters below, provide the
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basis for our audit opinion on the accompanying financial statements.
Key Audit Matters How our audit addressed the key audit matters
Recognition of revenue from sale of goods (as described in note 3.10 and 21 of the financial statements)
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The company recognizes revenue when control of Our audit procedures included the following:
the goods is transferred to the customer at an amount 1. Considered the company’s revenue recognition policy and
that reflects the net consideration, which the assessed its compliance in terms of IFRS 15 ‘Revenue from
company expects to receive for those goods for contracts with customers’;
customers. In determining the sales price, the 2. Assessed the design and tested the operating effectiveness
company considers the effect of rebates and of internal controls related to sales and applicable
discounts (variable consideration). rebates/discounts;
The terms of sales agreements, including the timing 3. Performed sample tests of individual sales transaction and
of transfer of control, based on the terms of relevant traced to sales invoices, sales orders and other related
contract and nature of discount and rebates documents. In respect of the samples selected, tested
arrangements, create complexities that requires recognition of revenue;
judgement in determining sales revenues. 4. Performed test of details, by selecting on a sample basis
Considering the above factors and the risk rebates and discount schemes as approved by the
associated with revenue recognition, we have management to assess its accounting;
determined the same to be a key audit matter. 5. Selected samples of sales transactions made pre and post
year end, agreed the period of revenue recognition to
underlying documents including customers confirmation; and,
6. Assessed the relevant disclosures made within the financial
statements.
40
Key Audit Matters How our audit addressed the key audit matters
Tax Litigations (The current and deferred tax positions, including uncertain tax provisions, are
disclosed in Note 3.14, 16 and 20)
The Company is subject to periodic review by local tax Our audit procedures included the following:
authorities on a range of tax matters during the normal 1. We involved our tax specialists to obtain an
course of business including indirect taxes and understanding of the company’s tax strategy. We
transaction related tax matters that could eventually considered controls and segregation of duties in place
require payments of taxes and possible additional relevant to the assessments made by management in
charges. determining current and deferred income tax positions
The assessment of uncertainty and risk of one or more and adopted a substantive audit approach.
unfavourable outcomes involve judgement from 2. We analyzed the accounted permanent and temporary
management. differences, (potential) tax risks, legislative developments and
the status of ongoing tax authority audits. We considered the
This was a key audit matter because of the amounts
company’s positions by independently testing assumptions
involved and the estimation of the likely impact and the
and estimates in use with correspondence from i.e. tax
final outcome of these matters.
authorities, historical track records, tax opinions and tax
The Company records provisions for uncertain exposure assessments from third-party tax advisors.
liabilities, including tax contingencies, when it is more 3. Our audit procedures included the involvement of tax
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likely than not that a liability has been incurred, and the specialists to assess the deferred and uncertain tax positions.
amount can be reliably estimated. Our specialist also assisted us in evaluating several positions
taken by third party advisors of the company.
4. Contingencies were evaluated for triggers that could result
in provisions for uncertain tax positions and vice versa. New
.c
tax positions taken during the year were evaluated and
discussed with our tax experts on compliance with local laws
and regulations and substance requirements.
d
5. We also evaluated the disclosure on the current and
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deferred tax positions as included in Note 3.16
Other information included in the Company’s 30 June 2019 Annual Report

Other information consists of the information included in the Annual Report, other than the financial statements and
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our auditor’s report thereon. Management is responsible for the other information.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements of the Company, our responsibility is to read the other
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information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated. If,
based on the work we have performed on the other information obtained prior to the date of the auditor’s report, we
conclude that there is a material misstatement of this other information, we are required to report that fact. Based on
the information read and reviewed, we have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements of the Company in
accordance with IFRSs, 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.
In preparing the financial statements of the Company, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.Those charged with governance are responsible for overseeing the Company’s
financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements of the Company as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs will always detect a material misstatement when it exists.
41
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit 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
Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such
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disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
.c
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
d
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
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We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
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From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
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the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on other legal and regulatory requirements
In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987, we also report the
following:
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 account as required by law have been kept by the company so far as it appeared
from our examination of these books;
iii) the statement of financial position and statement of profit or loss and other comprehensive income dealt with by
the report are in agreement with the books of account and returns; and
iv) the expenditure incurred was for the purposes of the Company’s business.
Dhaka, 10 October 2019 (A. Qasem & Co.)

Chartered Accountants
42
as at 30 June 2019
30 June 2019 30 June 2018

Notes Taka Taka
Assets
Property, plant and equipment 4 99,419,154 113,124,245
Investment in shares:
At cost 5 88,527,133 88,527,133
Fair value adjustment 6 551,934,109 524,610,661
640,461,242 613,137,794
Loans and deposits 7 7,280,859 8,166,128
Total non-current assets 747,161,255 734,428,167
Inventories 8 452,793,718 572,080,254

Trade and other receivables 9 311,997,657 274,254,356
Advances, deposits and prepayments 10 31,191,205 21,689,419
Advance income tax 11 321,791,849 279,728,940
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Cash and cash equivalent 12 115,128,810 103,476,432
Total current assets 1,232,903,239 1,251,229,401
Total assets 1,980,064,494 1,985,657,568
Equity
.c
Share capital 13 93,706,080 93,706,080
Reserves and surplus 14 771,582,217 736,458,398
d
Total equity 865,288,297 830,164,478
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Liabilities
Deferred liability - gratuity payable 15 51,753,995 49,998,937
Deferred tax liability 16 49,588,062 50,203,814
Total non-current liabilities 101,342,057 100,202,751
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Short term finance 17 599,998,886 612,612,270

Trade and other payables 18 144,487,908 199,391,773
Other liabilities 19 87,667,795 76,241,380
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Provision for tax 20 181,279,551 167,044,916

Total current liabilities and provisions 1,013,434,140 1,055,290,339
Total liabilities 1,114,776,197 1,155,493,090
Total equity and liabilities 1,980,064,494 1,985,657,568
The accompanying notes form an integral part of these financial statements.
___________________ ___________________ _________________

Mohammad Ruhan Miah Saifur Rahman Latifur Rahman
Company Secretary Director Managing Director
As per our annexed report of same date.

43
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

for the year ended 30 June 2019
30 June 2019 30 June 2018

Notes Taka Taka
Revenue 21 1,573,489,302 1,475,772,071

Cost of sales 22 (1,200,423,082) (1,145,206,426)
Gross profit 373,066,220 330,565,645
Other income 23 34,610,313 35,912,886

Operating expenses 24 (322,387,438) (287,890,624)
Profit before net finance cost 85,289,095 78,587,907
Finance cost 25 (51,096,181) (23,635,291)

Finance income 26 7,975,579 4,468,804
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Net finance cost (43,120,602) (19,166,487)
Profit before contribution to WPPF 42,168,493 59,421,420
Contribution to WPPF (2,008,023) (2,829,591)

Profit before income tax 40,160,470 56,591,829
.c
Income tax expenses 27 (10,886,538) (16,112,713)
Net profit after tax 29,273,932 40,479,116
d
Other comprehensive income/(loss)
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Changes in fair value of shares available for sale 28 27,323,448 (67,057,114)

Deferred tax income/(expenses) (2,732,345) 6,705,710
Net other comprehensive income/(loss) 24,591,103 (60,351,404)
Total comprehensive income/(loss) 53,865,035 (19,872,288)
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Basic Earnings per share (par value Tk 10 each) 29 3.12 4.32

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___________________ ___________________ _________________


44
for the year ended 30 June 2019

Reserves and surplus
Share
Particulars Capital General Fair value Retained Total
Capital Total
reserve reserve reserve earnings
Taka Taka Taka Taka Taka Taka Taka

Balance as at 1 July 2018 93,706,080 2,305,167 221,524,520 472,149,595 40,479,116 736,458,398 830,164,478
Dividend - - - - (18,741,216) (18,741,216) (18,741,216)
Total net profit and other
comprehensive income for the year:
Net profit after tax - - - - 29,273,932 29,273,932 29,273,932
Other comprehensive income - - - 24,591,103 - 24,591,103 24,591,103
Transfer to general reserve - - 21,737,900 - (21,737,900) - -
Balance as at 30 June 2019 93,706,080 2,305,167 243,262,420 496,740,698 29,273,932 771,582,217 865,288,297
Balance as at 1 July 2017 93,706,080 2,305,167 183,416,823 532,500,999 66,219,521 784,442,510 878,148,590
Dividend - - - - (28,111,824) (28,111,824) (28,111,824)
Total net profit and other
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comprehensive income for the year:
Net profit after tax - - - - 40,479,116 40,479,116 40,479,116
Other comprehensive income - - - (60,351,404) - (60,351,404) (60,351,404)
Transfer to general reserve - - 38,107,697 - (38,107,697) - -
Balance as at 30 June 2018 93,706,080 2,305,167 221,524,520 472,149,595 40,479,116 736,458,398 830,164,478
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(A. Qasem & Co.)

Dhaka, 10 October 2019
45
for the year ended 30 June 2019 30 June 2019 30 June 2018
A. Cash flows from operating activities Taka Taka
Cash receipts from customers 1,741,604,882 1,588,438,847
Cash paid to suppliers (895,701,091) (1,157,467,199)
Cash paid to employees (201,196,277) (194,622,054)
Cash paid for services received (335,006,659) (224,513,629)
Cash payment of VAT (207,257,921) (183,120,401)
Contribution to WPPF (2,829,591) (2,628,145)
Contribution to provident fund (1,009,929) (3,495,601)
Cash flows from/(used in) operation 98,603,414 (177,408,182)
Cost recovery 16,093,116 4,326,000
Collection from sale of scrap and others 255,538 199,251
Interest paid (44,526,097) (12,212,391)
Income tax paid (42,062,909) (49,270,140)
Net cash flows from/(used in) operating activities 28,363,062 (234,365,462)
B. Cash flows from investing activities
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Dividend received 27,248,111 28,371,901
Proceeds from sale of property, plant and equipment - 500,000
Payment for acquisition of property, plant and equipment (15,543,676) (36,867,520)
Net cash flows from/(used in) investing activities

.c 11,704,435 (7,995,619)
C. Cash flows from financing activities

d
Dividend paid (16,475,347) (26,361,685)
Net cash used in financing activities (16,475,347) (26,361,685)
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D. Effect of exchange rate changes in cash and cash equivalent 673,612 -
E. Net cash inflows/(outflows) for the year (A+B+C+D) 24,265,762 (268,722,766)

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F. Opening cash and cash equivalent (509,135,838) (240,413,072)

Cash and cash equivalent 103,476,432 64,548,138
Short term finance (612,612,270) (304,961,210)
G. Closing cash and cash equivalent (E+F) (484,870,076) (509,135,838)
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Short term finance (599,998,886) (612,612,270)

(A. Qasem & Co.)

Dhaka, 10 October 2019 Chartered Accountants
46
Notes to the Financial Statements

As at and for the year ended 30 June 2019
1 Reporting entity
1.1 Company profile
Bangladesh Lamps Limited ("the company") is a public limited company incorporated in 1960 in Bangladesh
under the Companies Act 1913. The authorised capital of the company is Taka 500 million divided into 50
million ordinary shares of Taka 10 each. The shares of the company are publicly traded in Dhaka and
Chittagong Stock Exchanges.
The entire shareholding of Philips Netherland was sold and transferred on 4 March 1993 to Transcom Limited,
a company incorporated in Bangladesh, thus making Bangladesh Lamps Limited a subsidiary of Transcom
Limited. At present 61.03% shares are held by Transcom Limited and its subsidiary Transcom Electronics
Limited. Remaining 38.97% shares are held by institutional and general public including foreign investors.
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The address of the head office of the company is Sadar Road, Mohakhali, Dhaka-1206.
1.2 Nature of business
The company produces and sells Philips and Transtec brand electric bulbs, Transtec brand Compact
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Fluorescent Lamps (CFL), Luminaire, Fluorescent Tube Lights (FTL), Starters and Light-emitting diodes (LED)
in local market. It also imports and sells ballasts to the local market.
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2 Basis of preparation
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2.1 Statement of compliance
The financial statements have been prepared in compliance with the requirements of the International Financial
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Reporting Standards (IFRS) as adopted in Bangladesh by the Institute of Chartered Accountants of

Bangladesh, the Companies Act 1994, Bangladesh Securities and Exchange Ordinance 1969, Bangladesh
Securities and Exchange Rules 1987, Listing Regulations of Dhaka and Chittagong Stock Exchanges and other
relevant local laws as applicable.
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Initial application of new standards
The company has initially applied IFRS 15 (see note 3.10) and IFRS 9 (see note 3.2) from 1 July 2018. These
two new standards do not have a material effect on the company’s financial statements.
Due to the transition methods chosen by the company in applying these standards, comparative information
throughout these financial statements has not been restated to reflect the requirements of the new standards.
Date of authorisation
The financial statements were authorised for issue by the Board of Directors on 10/10/2019.
2.2 Going concern
The Company has adequate resources to continue in operation for foreseeable future and hence, the financial
statements have been prepared on going concern basis. As per management assessment there are no material
uncertainties related to events or conditions which may cast significant doubt upon the Company's ability to
continue as a going concern.
47
2.3 Fair value measurement
The entity measures financial instruments such as financial assets available for sale at fair value at each
balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset and transfer the liability takes place either: i) in
the principal and active market of the asset and the liability or ii) in the absence of principal market, in the most
advantageous market of the asset and the liability.
2.4 Basis of measurement
These financial statements have been prepared on going concern basis under the historical cost convention
except investment available for sale which is measured at fair value.
2.5 Reporting period
Financial year of the company covers the period from 01 July 2018 to 30 June 2019.
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2.6 Functional and presentational currency
These financial statements are presented in Bangladesh Taka (Taka/Tk/BDT), unless otherwise stated, which
is the company's functional currency. All financial information are presented in Taka and have been rounded off
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to the nearest integer.
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2.7 Use of estimates and judgements
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The preparation of financial statements requires management to make judgments, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. The estimates and underlying assumptions are based on past experience and various other factors
that are believed to be reasonable under the circumstances, the result of which form the basis of making
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judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
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Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period, or in the
period of revision and future periods if the revision affects both current and future periods.
In particular, information about significant areas of estimation and judgments in applying accounting policies
that have the most significant effect on the amount recognised in the financial statements are described in the
following notes:
Note 4 : Property, plant and equipment

Note 8 : Inventories
Note 15 : Deferred liability - gratuity payable
Note 16 : Deferred tax liability
Note 18 : Trade and other payables
Note 20 : Provision for tax
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2.8 Statement of cash flows
Statement of cash flows is prepared under direct method in accordance with International Accounting Standard
(IAS)-7 "Statement of cash flows" as required by the Securities and Exchange Rules, 1987.
3 Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these financial
statements.
3.1 Foreign currency
Foreign currencies are translated into Taka at the rates ruling on the transaction dates. Monetary assets and
liabilities are translated at the rates prevailing at the date of statement of financial position. Non-monetary
assets and liabilities are reported using the exchange rate at the date of transaction. Differences arising on
conversion are charged or credited to the statement of profit or loss and other comprehensive income.
3.2 IFRS 9 Financial Instruments
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IFRS 9 sets out requirements for recognising and measuring financial assets, financial liabilities and some
contracts to buy or sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition
and Measurement.
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There was no material impact of adopting IFRS 9 on the company’s statement of financial position as at 30 June
2019 and its statement of profit or loss and OCI for the year ended 30 June 2019 and the statement of cash
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flows for the year then ended.
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IFRS 9 contains three principal classification categories for financial assets: measured at amortised cost,
FVOCI and FVTPL. The classification of financial assets under IFRS 9 is generally based on the business
model in which a financial asset is managed and its contractual cash flow characteristics. IFRS 9 eliminates the
previous IAS 39 categories of held to maturity, loans and receivables and available for sale. Under IFRS 9,
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derivatives embedded in contracts where the host is a financial asset in the scope of the standard are never
separated. Instead, the hybrid financial instrument as a whole is assessed for classification.
IFRS 9 largely retains the existing requirements in IAS 39 for the classification and measurement of financial
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liabilities.
The adoption of IFRS 9 has not had a significant effect on the company’s accounting policies related to financial
liabilities and derivative financial instruments (for derivatives that are used as hedging instruments).
3.3 Property, plant and equipment
3.3.1 Recognition and measurement
Items of property, plant and equipment are measured at cost or valuation less accumulated depreciation and
accumulated impairment losses, if any. Cost includes expenditures that are directly attributable to the
acquisition of property, plant and equipment and bringing to the location and condition necessary for it to be
capable of operating in the intended manner. The cost of self constructed asset included the cost of material
and direct labour, any other cost directly attributable to bringing the assets to a working condition for their
intended use.
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3.3.2 Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of
the item if it is probable that the future economic benefits embodied within the part will flow to the Company
and its cost can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment
are recognised in statement of profit or loss and other comprehensive income as incurred.
3.3.3 Depreciation
Depreciation is charged on all items of property, plant and equipment on straight line method over their
estimated useful lives. Depreciation is charged from the month of acquisition of property, plant and equipment
and no depreciation is charged in the month of disposal. The useful lives used are summarised as below:
Leasehold buildings 10-33 years or lease term whichever is shorter

Machinery 5-20 years
Tools and equipment 5-20 years
Electrical equipment 3-15 years
Office equipment 3-7 years
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Vehicles 5 years
Furniture and fittings 4-7 years
3.3.4 Retirement and disposals

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An asset is derecognised on disposal or when no future economic benefits are expected from its use and
subsequent disposal. Gains or losses arising from the retirement or disposal of an asset is determined as the
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difference between the net disposal proceeds and the carrying amount of the asset and is recognised as gain
or loss from disposal of asset in statement of profit or loss and other comprehensive income.
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3.3.5 Impairment
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Recognition
The carrying value of the company's assets, other than inventories, are reviewed at each date of the statement
of financial position to determine whether there is any indication of impairment. If any such indication exists,
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the recoverable amount of the asset is estimated. An impairment loss will be recognised whenever the carrying
amount of the asset or its cash-generating unit exceeds its recoverable amount. Impairment losses, if any, are
recognised in the statement of profit or loss and other comprehensive income.
3.4 Intangible assets
3.4.1 Recognition
Intangible assets are measured at cost less accumulated amortisation and accumulated impairment loss, (if
any). Intangible asset is recognised when all the conditions for recognition as per IAS 38: Intangible assets are
met. The cost of the intangible assets comprises its purchase price, import duties and non-refundable taxes
and any directly attributable cost of preparing the asset for its intended use.
3.4.2 Subsequent expenditure
Subsequent expenditure is capitalised only when it is probable that the future economic benefits embodied
within the part will flow to the Company and its cost can be measured reliably. All other expenditures are
recognised in the statement of profit or loss and other comprehensive income when incurred.
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3.4.3 Amortisation
Intangible assets are amortised on straight line basis to the statement of profit or loss and other comprehensive
income from the date when the asset is available for use over its best estimated economic life.
3.5 Investments
Investments are made in the share of different companies. These shares are non derivative financial assets
that are designated as available for sale financial assets. Subsequent to initial recognition (i.e., at cost), they are
measured at fair value and changes therein are recognised in other comprehensive income and presented in
the fair value reserve in equity.
3.6 Inventories
Inventories include raw materials, raw materials in transit, work-in-process, finished goods and spare parts.
These are valued at the lower of cost and net realisable value, with appropriate provisions for obsolete and
slow-moving items. Cost is determined using the weighted average method and includes all expenses incurred
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in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
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3.7 Employee benefit costs
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3.7.1 Gratuity
The Company operates an unfunded gratuity scheme for its permanent employees, under which an employee
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is entitled to the benefits depending on the length of services and last drawn basic salary. The gratuity provision
has been investigated by Actuarial and Pension consultants in this year.
3.7.2 Provident fund

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The company also maintains a contributory provident fund for its permanent employees which is administered
by the Board of Trustees.
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3.7.3 Workers' profit participation fund
Workers' profit participation fund (WPPF) qualifies as defined contribution plan. Each year the fund will be
entitled to get share of profit @ 5% on profit before tax of Bangladesh Lamps Limited as per provision of the
Bangladesh Labour (Amendment) Act 2013.
3.8 Provisions
A provision is recognised 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.
3.9 Borrowing cost
Interest is payable on facilities from banks and overdrafts at normal commercial rates. Borrowing costs are
recognised as expense in the year in which they are incurred. Borrowing costs relating to property, plant and
equipment up to the period of completion of erection are capitalised, and those for the subsequent period is
charged in statement of profit or loss and other comprehensive income.
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3.10 IFRS 15 Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is
recognised. It replaced IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. Under
IFRS 15, revenue is recognised when a customer obtains control of the goods or services. Determining the
timing of the transfer of control – at a point in time or over time – requires judgement.
The company has adopted IFRS 15 using the cumulative effect method (without practical expedients), with
the effect of initially applying this standard recognised at the date of initial application (i.e. 1 July 2018).
Accordingly, the information presented for 2017-18 has not been restated – i.e. it is presented, as previously
reported, under IAS 18, IAS 11 and related interpretations. Additionally, the disclosure requirements in IFRS
15 have not generally been applied to comparative information.
There was no material impact of adopting IFRS 15 on the Company’s statement of financial position as at
30 June 2019 and its statement of profit or loss and OCI for the year ended 30 June 2019 and the statement
of cash flows for the year then ended.
3.11 Finance income
Finance income comprises interest income from STD Accounts and Fixed Deposit Receipts (FDR).
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3.12 Earnings per share
The company presents basic earnings per share (EPS) data for its ordinary shares.
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Basic EPS is calculated by dividing the net profit for the year (other than impact on changes in fair value of
available-for-sale financial assets) attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding at the year end.
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3.13 Contingencies
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3.13.1 Contingent liability

A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed
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only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control
of the Company; or a present obligation that arises from past events but is not recognised because it is not
probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or
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the amount of the obligation cannot be measured with sufficient reliability. Details of contingent liabilities are
disclosed in note 40.
Contingent liabilities are not recognised in the statement of financial position of the Company. Moreover,
contingencies arising from claims, litigation, assessments, fines penalties, etc. are recorded when it is probable
that a liability has been incurred and the amount can be reasonable estimated.
3.13.2 Contingent asset

Contingent asset is a possible asset that arises from past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
entity.
3.14 Taxation
3.14.1 Current tax
Current tax has been provided in the financial statements at the rate applicable for the company as per the
Income Tax Ordinance 1984. The applicable tax rate for the company is 25% as per Finance Act 2019.
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3.14.2 Deferred tax
Deferred tax is recognised in accordance with the provision of IAS 12: Income Taxes, providing for temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts
used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be applied to the
temporary differences when they reverse, based on the laws that have been enacted or substantively enacted
by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset
current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same
taxable entity.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the deductible temporary difference can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
3.15 Standards adopted but not yet effective

A number of new standards are effective for annual periods beginning after 1 January 2019 and earlier application is
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permitted; however, the company has not early adopted the new or amended standards in preparing the financial
statements.
Of those standards that are not yet effective, the company intends to adopt IFRS 16, when it becomes effective, and is
expected to have a no material impact on the company’s financial statements in the period of initial application.
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IFRS 16 Leases
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IFRS 16 introduces a single, on-balance sheet lease accounting model for lessees. A lessee recognises a
right-of-use asset representing its right to use the underlying asset and a lease liability representing its
ab
obligation to make lease payments. There are recognition exemptions for short-term leases and leases of
low-value items. Lessor accounting remains similar to the current standard – i.e. lessors continue to classify
leases as finance or operating leases.
IFRS 16 replaces existing leases guidance, including IAS 17 Leases, IFRIC 4 Determining whether an
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Arrangement contains a Lease, SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of
Transactions Involving the Legal Form of a Lease.
The standard is effective for annual periods beginning on or after 1 January 2019. Although early adoption is
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permitted, the company has not early adopted IFRS 16 in preparing these financial statements.
3.16 Operating segment
As the company's business activity falls with in a single business segment viz, 'bulbs' and the sales substantially being in
the domestic market, the financial statements are reflective of the information required by IFRS 8 "Operating Segment".
3.17 Events after the reporting period
Events after the reporting date that provide additional information about the company's position at the reporting date are
reflected in the financial statements. Material events after the reporting date that are not adjusting events are disclosed in
the notes.
3.18 General
Previous period's figures have been rearranged, wherever necessary, to conform to current year's presentation.
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4 Property, plant and equipment
At 30 June 2019
Leasehold Tools Furniture
and Electrical Office
Particulars buildings Machinery Vehicles and Total
equipment equipment equipment
Note 4.1 fittings
Note Taka Taka Taka Taka Taka Taka Taka Taka

Cost:
As at 1 July 2018 92,538,873 513,145,432 9,688,641 27,968,037 4,832,549 6,675,532 4,069,138 658,918,202
Additions during the year - 6,031,087 257,178 455,222 1,740,770 6,708,919 350,500 15,543,676
Disposals during the year - - - - - - - -
As at 30 June 2019 92,538,873 519,176,519 9,945,819 28,423,259 6,573,319 13,384,451 4,419,638 674,461,878
Depreciation:
As at 1 July 2018 61,960,221 439,097,087 8,816,636 24,413,914 3,651,195 4,343,879 3,511,025 545,793,957
Charge during the year 4.2 6,179,678 19,440,463 362,899 1,005,627 608,990 1,460,635 190,475 29,248,767
Adjustments for disposals - - - - - - - -
As at 30 June 2019 68,139,899 458,537,550 9,179,535 25,419,541 4,260,185 5,804,514 3,701,500 575,042,724
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Net book value:
As at 30 June 2019 24,398,974 60,638,969 766,284 3,003,718 2,313,134 7,579,937 718,138 99,419,154
At 30 June 2018
Leasehold Tools
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Electrical Office Furniture
Particulars Machinery and Vehicles and
buildings equipment equipment Total
equipment fittings
Note 4.1
d
Note Taka Taka Taka Taka Taka Taka Taka Taka
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Cost:
As at 1 July 2017 91,477,631 482,339,986 9,588,737 26,584,727 4,128,649 6,621,072 3,663,120 624,403,922
Additions during the year 1,061,242 33,158,686 99,904 1,383,310 703,900 54,460 406,018 36,867,520
Disposals during the year - (2,353,240) - - - - - (2,353,240)
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As at 30 June 2018 92,538,873 513,145,432 9,688,641 27,968,037 4,832,549 6,675,532 4,069,138 658,918,202
Depreciation:
As at 1 July 2017 55,818,636 425,954,580 8,485,772 21,433,714 3,305,570 3,753,197 3,379,928 522,131,397
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Charge during the year 4.2 6,141,585 13,730,817 330,864 2,980,200 345,625 590,682 131,097 24,250,870
Adjustments for disposals - (588,310) - - - - - (588,310)
As at 30 June 2018 61,960,221 439,097,087 8,816,636 24,413,914 3,651,195 4,343,879 3,511,025 545,793,957
Net book value:

As at 30 June 2018 30,578,652 74,048,345 872,005 3,554,123 1,181,354 2,331,653 558,113 113,124,245
4.1 The buildings have been constructed on the land leased from Sena Kalyan Sangstha for a period of
38 years commencing from 29 March 1983 expiring in 2021.
54
4.2 Depreciation allocated to:

30 June 2019 30 June 2018
Note Taka Taka
Cost of sales 22 27,305,673 23,215,234

Operating expenses 24 1,943,094 1,035,636
29,248,767 24,250,870
4.3 Disposal of property, plant and equipment
Original Accumulated Book Sale Mode of

Particulars cost depreciation value value disposal
Taka Taka Taka Taka
Machinery 2,353,240 588,310 1,764,930 2,000,000 Sale

2017-2018 2,353,240 588,310 1,764,930 2,000,000
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At 30 June 2019 At 30 June 2018
5 Investments Note Taka Taka
d
Investment (at cost)
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Quoted
Reliance Insurance Limited 2,593,478 2,593,478
Pubali Bank Limited 322,520 322,520
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IDLC Finance Limited 42,882,460 42,882,460

National Housing Finance and Investment Limited (NHFIL) 41,159,225 41,159,225
86,957,683 86,957,683
Unquoted
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Central Depository Bangladesh Limited (CDBL) 1,569,450 1,569,450

88,527,133 88,527,133
Quoted (at fair value)
Reliance Insurance Limited (1,216,155 shares) 5.1 54,848,591 52,073,572
Pubali Bank Limited (1,667,272 shares) 5.2 43,849,253 37,392,247
IDLC Finance Limited (4,977,069 shares) 5.3 300,117,261 329,979,675
National Housing Finance and Investment Limited 5.4 240,076,687 192,122,850
(5,635,603 shares)
638,891,792 611,568,344
Unquoted - at cost:
Central Depository Bangladesh Limited (CDBL)
(571,181 ordinary shares) 1,569,450 1,569,450
640,461,242 613,137,794
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5.1 During the year Company received total 110,559 bonus shares from Reliance Insurance Limited. Fair value of the share
as at 30 June 2019 was Tk 45.10 each, being quoted market price on that day.
5.2 During the year Company received total 48,560 bonus shares from Pubali Bank Limited. Fair value of the shares as
at 30 June 2019 was Tk 26.30 each, being quoted market price on that day.
5.3 Fair value of the shares as at 30 June 2019 of IDLC Finance Limited was Tk 60.30 each, being quoted market
price on that day.
5.4 During the year Company received total 512,327 bonus shares from National Housing Finance & Investment
Limited (NHFIL). Fair value of the shares as at 30 June 2019 of was Tk 42.60 each, being quoted market price
on that day.
At 30 June 2019 At 30 June 2018
Note Taka Taka
6 Fair value adjustment
Fair value of the investment (Quoted shares) 5.0 638,891,792 611,568,344
Less: Cost price of the investment (Quoted shares) 5.0 86,957,683 86,957,683
551,934,109 524,610,661
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7 Loans and deposits
Cash and article loan to employees 9,193,681 9,860,601
Security and guarantee deposits 1,963,600 1,963,600
11,157,281 11,824,201
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Less : Current portion classified as current assets 10 3,876,422 3,658,073
7,280,859 8,166,128
8 Inventories
d
Raw materials 275,762,413 380,708,029
Raw materials in transit 46,274,670 90,084,814
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Work-in-process 2,040,240 3,138,808

Finished goods 111,166,435 79,923,685
Promotional goods 3,265,837 5,388,600
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Spare parts 14,284,123 12,836,318

452,793,718 572,080,254
9 Trade and other receivables
Trade receivables 9.1 306,210,125 267,123,547
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Expected credit loss 35.1 (3,293,000) (3,000,000)

Other receivables 9.2 9,080,532 10,130,809
311,997,657 274,254,356
9.1 Trade receivables
Sales to customers :
Due below six months 293,072,253 253,501,556
Due more than six months 13,137,872 13,621,991
306,210,125 267,123,547
9.2 Other receivables
Bangladesh Electrical Industries Ltd. 1,367,632 726,186
Transcom Foods Ltd. 178,416 1,155,632
Transcom Distribution Company Ltd. 414,232 312,984
Sena Kalyan Sangstha 131,732 131,732
Transcom Electronics Ltd. 4,152,298 1,366,726
Transcom Mobile Ltd. 90,000 90,000
Miscellaneous 2,746,222 6,347,549
9,080,532 10,130,809
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At 30 June 2019 At 30 June 2018

10 Advance, deposit and prepayments Note Taka Taka
Advances:
Current portion of cash and article loan to employees 7.0 3,876,422 3,658,073
VAT current account 7,349,492 7,293,729
Advance to employees 4,142,016 4,052,837
Advance for goods-in-transit 7,796,334 -
Advance to suppliers 24,263 13,022
23,188,527 15,017,661
Deposits:
Customs deposits 216 216
Prepayment:
Prepaid expenses 8,002,462 6,671,542
31,191,205 21,689,419
11 Advance income tax
Opening Balance 279,728,940 230,458,800
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Add: Advance income tax paid u/s 64 of ITO 1984 - -
Tax deducted at source 41,576,909 48,213,544
Tax paid for the assessment year 2010-2011/2012-2013 486,000 1,056,596
42,062,909 49,270,140
321,791,849 279,728,940
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Less: Adjustment for completed assessments - -
Closing Balance 321,791,849 279,728,940
d
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12 Cash and cash equivalent
Cash in hand 76,295 42,630

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Balance with banks:
Standard Chartered Bank Ltd. - Kawran Bazar, Dhaka - C/A - 01133949401 23,475 24,625
South East Bank Ltd. - Kawran Bazar, Dhaka - C/A - 001511100000945 491 1,987
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South East Bank Ltd. - Banani, Dhaka - C/A - 11100007583 4,724,326 1,979,855
South East Bank Ltd. - Kawran Bazar, Dhaka - C/A - 001511100002375 81,877 142,697
AB Bank Ltd. - Kawran Bazar Dhaka C/A No- 4002774344000 1,243,536 34,962
Dutch-Bangla Bank Ltd. - Banani, Dhaka - C/A - 10311019889 15,359,573 6,408,509
Dhaka Bank Ltd. - Kawran Bazar, Dhaka - C/A - 2071000007781 5,648,836 10,454,824
BRAC Bank Ltd. - Gulshan, Dhaka - C/A - 1501201990731001 1,390,632 3,868,438
The City Bank Ltd. - Gulshan, Dhaka - C/A - 1101237275001 922,403 356,783
Cash at fixed deposit:
IDLC Finance Limited 46,473,929 43,603,587
National Housing Finance and Investment Limited (NHFIL) 39,183,437 36,557,535
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At 30 June 2019 At 30 June 2018

Note Taka Taka
13 Share capital
Authorized:
50,000,000 ordinary shares of Tk 10 each 500,000,000 500,000,000
Issued and fully paid up:

9,370,608 ordinary shares of Tk 10 each 13.1 93,706,080 93,706,080
Out of 9,370,608 ordinary shares issued and paid up; 675,400 shares were allotted for cash; 826,300 shares for
consideration other than cash and the remaining 7,868,908 shares were issued as fully paid bonus shares.
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13.1 Composition of shareholding
At 30 June 2019 At 30 June 2018
Note No. of shares Percentage No. of shares Percentage
Transcom Ltd. 5,068,336 54.09% 5,068,336 54.09%

.c
Transcom Electronics Ltd. 650,000 6.94% 650,000 6.94%
ICB 35,597 0.38% 72,231 0.77%
Foreign investors 38 2,665 0.03% 2,665 0.03%
d
Individuals 2,653,468 28.32% 2,129,520 22.73%
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Other institutional investors 960,542 10.24% 1,447,856 15.44%

9,370,608 100% 9,370,608 100%
The foreign investors have already sold their shares, but those shares have not been transferred in the name of buyers as at 30 June 2019.
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Classification of shares by holding:

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Holdings Number of holders % of total holding

At 30 June 2019 At 30 June 2018 At 30 June 2019 At 30 June 2018
1 to 500 shares 2,547 2,368 4.1 3.9

501 to 5000 shares 880 761 14.3 12.0
5,001 to 10,000 shares 72 54 5.3 3.9
10,001 to 20,000 shares 28 40 4.0 5.9
20,001 to 30,000 shares 3 8 0.8 2.2
30,001 to 40,000 shares 2 1 0.7 0.3
40,001 to 50,000 shares 2 3 0.9 1.4
50,001 to 100,000 shares 4 4 3.2 2.9
100,001 to 1,000,000 shares 3 3 12.6 13.4
Over 1,000,000 shares 1 1 54.1 54.1
3,542 3,243 100.0 100.0
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At 30 June 2019 At 30 June 2018

Note Taka Taka
14 Reserves and surplus
Capital reserve 14.1 2,305,167 2,305,167
General reserve 243,262,420 221,524,520
Fair value reserve 496,740,698 472,149,595
Retained earnings 29,273,932 40,479,116
771,582,217 736,458,398
14.1 Capital reserve
Capital reserve was created in 1982 on restructuring of the business.
15 Deferred liability - gratuity payable
Opening Balance 49,998,937 50,012,005
Add: Provision during the year 12,422,713 12,149,965
62,421,650 62,161,970
Less: Payment during the year 10,667,655 12,163,033
51,753,995 49,998,937
16 Deferred tax liability/ (assets)
Deferred tax liability/ (assets) is arrived at as follows:
om
Taxable/
(deductible)
temporary
Carrying Amount Tax base difference
Taka Taka Taka
.c
At 30 June 2019
Property, plant and equipment 99,419,154 70,086,554 29,332,600
Gratuity payable 51,753,995 - (51,753,995)
d
Total taxable/(deductible) temporary difference (22,421,395)
Applicable tax rate 25%
ab
Deferred tax asset (5,605,349)
Available for sale financial assets 551,934,109 551,934,109

Deferred tax liability 55,193,411
nk
Total deferred tax liability 49,588,062

La
At 30 June 2018
Property, plant and equipment 113,124,245 72,154,317 40,969,928
Gratuity payable 49,998,937 - (49,998,937)
Total taxable/(deductible) temporary difference (9,029,009)
Deferred tax asset (2,257,252)
Available for sale financial assets 524,610,661 524,610,661

Deferred tax liability 52,461,066
Total deferred tax liability 50,203,814
At 30 June 2019 At 30 June 2018
Taka Taka
Movement of deferred tax liability:
Opening balance 50,203,814 58,536,198
Provision/(reversal) during the year (3,348,097) (1,626,674)
Provision/(reversal) during the year (OCI) ( 2,732,345) (6,705,710)
Closing balance 49,588,062 50,203,814
59
17 Short term finance Note At 30 June 2019 At 30 June 2018

Eastern Bank Limited: 17.1 Taka Taka
Bank overdraft 58,861,999 45,486,544
Import loan 192,673,730 335,730,656
Short term loan 28,000,000 -
279,535,729 381,217,200
Dhaka Bank Limited: 17.2
Bank overdraft 42,248,437 18,821,721
Import loan 51,789,323 208,707,999
Short term loan 143,979,388 -
238,017,148 227,529,720
Southeast Bank Limited 17.3
Bank overdraft 50,718,747 3,865,350
Import loan 31,727,262 -
82,446,009 3,865,350
599,998,886 612,612,270
17.1 Total bank overdraft and import loan/LC facility limit with Eastern Bank Limited, Dhaka at 30 June 2019 were Tk 60 million and
Tk 440 million respectively with interest @ 11.00 % p.a., for the facilities subject to revision from time to time. Interest is charged
om
on quarterly basis.
However, most of the imports of the company are financed through offshore loans (UPAS L/C) of six months tenure which bear
LIBOR plus confirmations and arrangement fees @ 3.25% p.a.
.c
17.2 Total bank overdraft and import loan/LC facility limit with Dhaka Bank Limited, Dhaka at 30 June 2019 were Tk 50 million
and Tk 250 million respectively with interest @ 12.00 % p.a., for the facilities subject to revision from time to time. Interest
d
is charged on quarterly basis.
ab
LIBOR plus interest @ 2.90% p.a.
17.3 Total bank overdraft and import loan/LC facility limit with Southeast Bank Limited, Dhaka at 30 June 2019 were Tk 50 million and
nk
Tk 60 million respectively with interest @ 10.90 % p.a., for both the facilities subject to revision from time to time. Interest is
charged on quarterly basis.
La
LIBOR plus interest @ 2.80% p.a.
17.4 Securities against overdraft and import loans

These loans are secured by registered first ranking pari-passu charge among Eastern Bank Limited, Principal Branch, Dhaka,
Southeast Bank Limited, Banani Branch, Dhaka and Dhaka Bank Limited, Local Office Branch, Dhaka on the basis of pari-passu
security sharing agreement as under.
i. Registered hypothecation over duly insured stocks of all moveable assets including raw materials, work-in-process
and finished goods covering the risks for fire, riots, strike, devastation and cyclone.
ii. Registered hypothecation over book debts of the company.
iii. Corporate guarantee of Transcom Limited.
iv. Registered hypothecation over duly insured plant and machinery covering the risks for fire and devastation and
cyclone.
At 30 June 2019 At 30 June 2018
Taka Taka
18 Trade and other payables
For goods 67,782,848 75,766,270
For expenses 76,705,060 123,625,503
144,487,908 199,391,773
Trade and other payables include payables to various parties on account of supply of goods and business
expenses including trade promotions, replacements and selling and distribution expenses.
60
At 30 June 2019 At 30 June 2018

19 Other liabilities Note Taka Taka
WPPF contribution 2,008,023 2,829,591
Wages and salaries 10,784,670 7,051,464
Canteen expenses 1,903,153 1,550,667
Energy cost 1,007,870 1,836,696
Telephone and fax 555,438 663,050
Audit fees (including WPPF and PF audit) 402,500 402,500
Legal advisor's fees 640,086 294,069
Dividend payable 14,495,553 12,229,684
Provision for royalty 19.1 54,382,435 47,268,098
Security deposit 1,488,067 1,488,067
Withholding tax - 627,494
87,667,795 76,241,380
19.1 Provision for royalty
om
Opening Balance 47,268,098 38,493,383
Add: Provision during the year 7,909,094 8,774,715
55,177,192 47,268,098
Less: Payment during the year 794,757 -
Closing balance 19.2 54,382,435 47,268,098
d .c
19.2 Closing balance comprises of the following:
For Philips brand 46,170,380 41,898,236
ab
For Transtec brand 8,212,155 5,369,862

54,382,535 47,268,098
nk
This represents amount payable to Koninklijke Philips Electronics N.V. (previously known as Philips International
B.V.), the Netherlands, @ 3.6% royalty on net sales of Philips brand electric bulbs (GLS) and to Transcom Limited
@ 0.25% royalty on the net sales of 'Transtec' brand products.
La
At 30 June 2019 At 30 June 2018

Taka Taka
20 Provision for tax
Opening Balance 167,044,916 149,305,529

Add: Provision for the year 14,234,635 17,739,387
181,279,551 167,044,916
Less: Adjustment for completed assessments - -
181,279,551 167,044,916
61
30 June 2019 30 June 2018

Note Taka Taka
21 Revenue
Energy saving lamps 1,430,270,870 1,236,482,401

Sales 156,782,696 122,984,174
Less: VAT 1,273,488,174 1,113,498,227
Electric bulbs 21.1

272,596,411 313,930,039
Sales
44,004,542 48,063,059
Less: VAT
228,591,869 265,866,980
Fluorescent tube lights

62,027,852 89,837,202
Sales
4,083,042 5,269,886
Less: VAT
57,944,810 84,567,316
Electrical accessories
15,796,327 13,951,250
om
Sales
Less: VAT 2,331,878 2,111,702
13,464,449 11,839,548
Net sales 1,573,489,302 1,475,772,071

d .c
21.1 This includes net sales of Philips Brand GLS bulbs of Taka 118,670,660 for the year ended Jul'18-Jun'19, and
ab
Taka 151,799,564 for the year ended Jul'17 to Jun'18.

30 June 2019 30 June 2018
Quantity Quantity
nk
21.2 Sales Quantity

Energy saving lamps 6,618,760 5,244,354
Electric bulbs 13,280,252 14,520,173
La
Fluorescent tube lights 1,081,961 1,404,082

Electrical accessories 986,697 909,282
62
30 June 2019 30 June 2018

Note Taka Taka
22 Cost of sales
Opening stock of raw materials 380,708,029 172,052,090
Purchase during the year 888,717,635 999,270,585
Raw materials consumed for trial production - (264,893)
Closing stock of raw materials (275,762,413) (380,708,029)
Raw materials consumed 22.1 993,663,251 790,349,753
Salaries and wages 100,258,847 96,060,346

Gratuity 7,833,595 8,040,621
Contribution to provident fund 2,378,097 2,369,489
Medical expenses 1,839,350 1,733,632
Staff welfare expenses 4,360,515 4,112,944
Canteen expenses
om
16,171,401 15,496,505
Power and fuel 22,889,105 23,811,609
Repairs and maintenance - General 3,117,066 2,573,166
Repairs and maintenance - Machinery 834,943 970,623
Stores and spares consumed 3,387,183 4,410,495
.c
Rent, rates and taxes 8,606,260 8,606,260
Insurance 1,756,962 1,270,706
Telephone and fax
d
540,001 601,649
Travelling and conveyance
1,916,698 595,843
Vehicle running expenses
ab
450,973 430,264
Computer & IT expenses 10,200 15,900
Printing and stationery 852,800 354,603
Licence and registration fees 2,108,499 -
nk
Depreciation 4.2 27,305,673 23,215,234

1,200,281,419 985,019,642
Opening work-in-process
3,138,808 1,903,815
Closing work-in-process
La
22.2 (2,040,240) (3,138,808)

Cost of production 1,201,379,987 983,784,649
Opening stock of finished goods 79,923,685 85,568,010
Finished goods purchased during the year 30,285,845 155,777,452
Closing stock of finished goods 8.0 (111,166,435) (79,923,685)
1,200,423,082 1,145,206,426
63
22.1 Raw materials consumed

30 June 2019
Opening stock Purchase Closing stock Consumption

Description
Value Value Value Value
Taka Taka Taka Taka
Imported:
Energy saving lamps 320,452,523 644,123,014 211,560,624 753,014,913
Electric bulbs 17,052,543 71,245,419 21,578,593 66,719,369
Fluorescent tube lights 18,965,595 31,002,311 15,514,837 34,453,069
Electrical accessories 8,860,544 16,912,312 13,240,582 12,532,274
Imported total 365,331,205 763,283,056 261,894,636 866,719,625
Local:
Electric bulbs 3,704,337 65,350,731 5,096,844 63,958,224
Fluorescent tube lights 1,205,834 4,780,119 751,717 5,234,236
om
Electrical accessories 432,911 1,121,819 1,369,451 185,279
Local total 15,376,824 125,434,579 13,867,777 126,943,626
Grand total 380,708,029 888,717,635 275,762,413 993,663,251
.c
Out of the total raw materials consumed, 87% was imported and the rest 13% was procured from local sources.
d
30 June 2018
ab
Opening stock Purchase Closing stock Consumption

Description
Value Value Value Value
Taka Taka Taka Taka
nk
Imported:
Electric bulbs 14,855,858 59,619,362 17,052,543 57,422,677
La
Electrical accessories 2,140,307 14,482,822 8,860,544 7,762,585

Imported total 159,382,702 853,664,020 365,331,205 647,715,517
Local:
Electric bulbs 7,502,119 73,015,283 3,704,337 76,813,065
Electrical accessories 77,400 649,526 432,911 294,015
Local total 12,669,388 145,606,565 15,376,824 142,899,129
Grand total 172,052,090 999,270,585 380,708,029 790,614,646
Less: Materials used for trial production 264,893

Total raw materials consumed 790,349,753
Out of the total raw materials consumed, 82% was imported and the rest 18% was procured from local sources.
64
22.2 Break up of work-in-process
Description At 30 June 2019 At 30 June 2018

Quantity (Pc) Value (Taka) Quantity (Pc) Value (Taka)
Energy saving lamps:

Unpacked lamps 3,136 642,645 - -
642,645 -
Electric bulbs:
Mounted feet lamps 3,400 10,953 - -
Unmounted feet lamps - - - -
Uncapped lamps 8,325 55,876 12,830 95,319
Unpacked lamps 37,360 441,539 138,777 1,752,817
Chemicals 55,020 528,165
563,388 2,376,301
Fluorescent tube lights:
om
Stem light - - - -
Mount light 1,200 11,396 - -
Unpacked light 19,000 822,811 17,050 762,507
Inner sleeve - - - -
.c
834,207 762,507
2,040,240 3,138,808
d
ab
nk
22.3 Closing stock of finished goods (in units)

La
30 June 2019 30 June 2018

Quantity Quantity
Energy saving lamps 260,115 196,670

Electric bulbs 2,287,550 1,876,357
Fluorescent tube lights 52,820 51,925
Electrical accessories 352,701 112,125
65
30 June 2019 30 June 2018

Note Taka Taka
23 Other income
Dividend income 23.1 27,248,076 28,371,832
Cost recovery 7,106,664 7,106,664
Gain on disposal of plant, property and equipment - 235,070
Income from sale of scrap 255,538 199,251
Sale proceeds from fractional bonus shares 35 69
34,610,313 35,912,886
23.1 Dividend income represents dividend received in cash from investment in share of Pubali Bank Limited, IDLC Finance
Limited, National HousingFinance and Investment Limited,Central Depository Bangladesh Limited and Reliance Insurance
Limited.
30 June 2019 30 June 2018
Note Taka Taka
24 Operating expenses
Salaries & benefits 84,770,779 76,343,517
Gratuity 3,711,418 3,705,612
Contribution to provident fund 1,242,688 1,126,112
om
Medical expenses 3,602,509 2,108,630
Computer & IT expenses 4,407,222 3,553,561
Rent, rates and taxes 60,756 60,756
Fuel and power 8,280,334 8,454,767
Insurance 371,980 244,113
Repairs and maintenance
.c 989,167 481,740
Vehicle running expenses 2,705,844 2,692,134
Travelling and conveyance 16,249,507 13,443,199
d
Licence and registration fees 1,350,433 1,024,073
Postage and stamps 529,924 301,273
ab
Directors' fees 736,000 770,500

Legal and professional expenses 1,394,865 440,947
Auditors' remuneration 410,000 373,750
Bank charges 757,538 718,150
Periodicals and journals 273,091 352,592
nk
Entertainment 2,231,108 991,260

Printing and stationery 3,368,065 3,139,743
Telephone and fax 4,305,615 4,354,361
Royalty 7,909,094 8,774,715
La
Selling and distribution expenses 63,883,412 54,554,673

Replacement Cost 33,599,034 34,056,448
Sales promotion and publicity 73,303,961 64,788,362
Depreciation 4.2 1,943,094 1,035,636
322,387,438 287,890,624
25 Finance cost
Foreign exchange loss 673,612 -
On short term finance 50,422,569 23,635,291
51,096,181 23,635,291
26 Finance income
Interest income 7,833,739 4,358,965
Interest on cash loan to employees 141,840 109,839
7,975,579 4,468,804
27 Income tax expenses

Current tax (14,234,635) (17,739,387)
Deferred tax 16 3,348,097 1,626,674
(10,886,538) (16,112,713)
66
Note 30 June 2019 30 June 2018

Taka Taka
28 Changes in fair value of shares available for sale
Closing fair value reserve 6.0 551,934,109 524,610,661
Less: Opening fair value reserve 524,610,661 591,667,775
27,323,448 (67,057,114)
29 Basic Earnings per share

The computation of EPS is given below:
A. Earnings attributable to ordinary shareholders 29,273,932 40,479,116
B. Weighted average number of ordinary shares outstanding

at the year end 9,370,608 9,370,608
Basic Earnings Per Share (EPS) (A/B) 3.12 4.32
29.1 Diluted earnings per share

No diluted earnings per share is required to be calculated for the year as there was no scope for dilution during the year.
om
30 Net asset value per share (NAV) 30 June 2019 30 June 2018
The computation of NAV is given below: Taka Taka
A Net asset 865,288,297 830,164,478
B Weighted average number of ordinary shares outstanding
.c
at the year end 9,370,608 9,370,608
Net asset value per share (NAV) (A/B) 92.34 88.59
d
31 Net operating cash flow per share (NOCFPS)
ab
The computation of NOCFPS is given below:

A Net cash used in operating activities 28,363,062 (234,365,462)
B Weighted average number of ordinary shares outstanding
nk
at the year end 9,370,608 9,370,608
Net operating cash flow per share (NOCFPS) (A/B) 3.03 (25.01)
32 Reconciliation of net operating cash flow
Profit before tax 40,160,470 56,591,829
La
Income tax expenses (10,886,538) (16,112,713)

Profit after tax 29,273,932 40,479,116
Adjustment for:
Depreciation 29,248,767 24,250,870
Gain on disposal of plant, property and equipment - (235,070)
Dividend income (27,248,076) (28,371,832)
Sale proceeds from fractional bonus shares (35) (69)
Changes in: 31,274,588 36,123,015
Loans and deposits 885,269 (799,354)
Inventories 119,286,536 (234,678,167)
Trade and other receivables (37,743,301) (68,422,416)
Advances, deposits and prepayments (9,501,786) (9,078,154)
Advance income tax (42,062,909) (49,270,140)
Deferred liability - gratuity payable 1,755,058 (13,068)
Deferred tax liability (3,348,097) (1,626,674)
Trade and other payables (55,577,477) 67,900,220
Other liabilities 9,160,546 7,759,889
Provision for tax 14,234,635 17,739,387
Net cash used in operating activities 28,363,062 (234,365,462)
67
30 June 2019 30 June 2018

33 Capacity utilization Quantity Quantity

Electric bulbs 13,688,611 13,755,601
Electrical accessories 1,146,316 955,946
The existing capacity of electric bulb is 19.16 million in single shifts, fluorescent tube light (FTL) is 1.2 million in
single shift, energy saving lamp (CFL & LED) is 5.4 million in single shift per annum and LED Tube Light is 1.2
million in single shift per annum.
34 Remuneration of Directors and Officers

30 June 2019 30 June 2018
Directors Officers Directors Officers
No. of Directors & Officers 10 162 11 175
om
Taka Taka Taka Taka
Fees 736,000 - 770,500 -

Remuneration 300,000 52,277,672 300,000 47,625,954
.c
Provident fund contribution - 1,350,350 - 1,146,845
Provision for gratuity - 3,465,523 - 2,925,546
Housing - 12,228,505 - 9,940,409
d
Other perquisites - 7,327,600 - 6,153,130
ab
1,036,000 76,649,650 1,070,500 67,791,884
Remuneration of Tk 300,000 represents payment to Managing Director of the Company.

nk
35 Financial instrument disclosure

Financial Risk Management
The Company's management has overall responsibility for the establishment and oversight of the Company's risk
La
management framework.
The Company has exposure to the following risks from its use of financial instruments.
● Credit risk
● Liquidity risk
● Market risk
The note provides information about the company's exposure of the above risks.
35.1 Credit risk
a) Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to
meet its contractual obligations, and arises principally from the Company’s receivables from customers and other
parties.
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. In
monitoring credit risk, receivables are grouped according to their risk profile, i.e. their legal status, financial
condition, ageing profile etc. The Company’s exposure to credit risk on receivables is mainly influenced by
customers.
68
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of
financial position. An impairment analysis is performed at each reporting date using a provision matrix to measure
expected credit losses. The provision rates are based on days past due for groupings of various customer segments with
similar loss patterns. The calculation reflects the probability weighted outcome, the time value of money and reasonable
and supportable information that is available at the reporting date about past events, current conditions and forecasts of
future economic conditions. Generally, trade receivables are written-off if past due for more than one year and are not
subject to enforcement activity. Most of the trade receivable amounts are secured by bank guarantee received from
distributors.
Set out below is the information about the credit risk exposure on the company’s trade receivables and contract assets
using a provision matrix.
Invoiced Invoiced Invoiced Invoiced Invoiced Invoiced Invoiced

0-30 days 31-60 days 61-90 days 91-120 days 121-180 days 181-365 days above 365 days Total
om
At 30 June 2019 Taka Taka Taka Taka Taka Taka Taka Taka
Trade receivables 139,450,924 81,212,314 42,291,505 18,377,762 11,739,748 4,977,156 8,160,716 306,210,125
Expected credit loss rate 0.00% 0.00% 0.00% 0.00% 0.25% 14.50% 31.15%
.c
Expected credit loss amount - - - - 29,349 721,688 2,541,963 3,293,000
d
b) Exposure to credit risk
ab
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing
to discharge an obligation. The carrying amount of financial assets represents the maximum credit exposure. The
maximum exposure to credit risk at the reporting date was:
nk
30 June 2019 30 June 2018

Taka Taka
La
Trade receivables 306,210,125 267,123,547

Other receivables 9,080,532 10,130,809
Cash at bank 115,052,515 103,433,802
430,343,172 380,688,158
The maximum exposure to credit risk for trade receivables at the reporting date by product category was:
30 June 2019 30 June 2018

Taka Taka

Electric bulbs 44,485,301 50,753,474
Electrical accessories 2,620,260 -
306,210,125 267,123,547
-
69 -
30 June 2019 30 June 2018

c) Ageing of trade receivables Taka Taka
The ageing of gross trade receivables at the reporting date was:

Invoiced 0-30 days 139,450,924 165,314,348
Invoiced 31-60 days 81,212,314 42,287,463
Invoiced 61-90 days 42,291,505 29,742,043
Invoiced 91-120 days 18,377,762 9,635,351
Invoiced 121-180 days 11,739,748 6,522,351
Invoiced 181-365 days 4,977,156 5,275,103
Invoiced above 365 days 8,160,716 8,346,888
306,210,125 267,123,547
d) Ageing of other receivables
The ageing of other receivables at the reporting date was:

Invoiced 0-30 days 8,858,800 9,999,077
om
Invoiced 31-60 days - -
.c
Invoiced above 365 days 221,732 131,732
9,080,532 10,130,809
d
ab
35.2 Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with the financial
liabilities. The following are the contractual maturities of financial liabilities:
nk
Carrying Contractual 6 months 6-12 More than

amount cash flows or less months 1-2 years 2-5 years 5 years
Taka Taka Taka Taka Taka Taka Taka
At 30 June 2019
La
Non-derivative financial liabilities:

Trade payables 67,782,848 67,782,848 67,782,848 - - - -
Payables for expenses 76,705,060 76,705,060 73,556,124 - - - 3,148,936
Other liabilities 87,667,795 87,667,795 21,195,867 6,002,077 10,687,632 26,813,900 22,968,319
Derivative financial liabilities - - - - - - -

232,155,703 232,155,703 162,534,839 6,002,077 10,687,632 26,813,900 26,117,255
At 30 June 2018
Non-derivative financial liabilities:

Trade payables 75,766,270 75,766,270 75,766,270 - - - -
Payables for expenses 123,625,503 123,625,503 120,476,567 - - - 3,148,936
Other liabilities 76,241,380 76,241,380 24,530,321 1,849,354 11,306,690 30,849,265 7,705,750
Derivative financial liabilities - - - - - - -

275,633,153 275,633,153 220,773,158 1,849,354 11,306,690 30,849,265 10,854,686
70
35.3 Market risk
a) Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instruments will fluctuate because of changes in exchange rate. The
company is exposed to foreign currency risk relating to purchases and other transactions which are denominated in foreign currencies.
The Company was exposed to foreign currency risk in respect of financial liabilities denominated in the following currencies:
i) Exposure to currency risk

30 June 2019 30 June 2018
BDT USD BDT USD
Foreign currency
- - - -
denominated assets
- - - -
om
Foreign currency
denominated liabilities
Trade payables (45,671,261) (540,488.30) (23,570,175) (281,434.92)
(45,671,261) (540,488.30) (23,570,175) (281,434.92)
.c
Net exposure (45,671,261) (540,488.30) (23,570,175) (281,434.92)
d
The following significant exchange rates are applied during the period:
Exchange rates as
ab
30 June 2019 30 June 2018

Taka Taka
US Dollar (USD) 84.50 83.75
nk
ii) Foreign exchange rate sensitivity analysis for foreign currency expenditures
La
A 10% change in exchange rate of foreign currencies would have increased/(decreased) equity and profit or loss of the Company by the
amounts shown below. This analysis assumes that all other variables, in particular interest rates remain constant.
Profit or loss Equity

10% increase 10% decrease 10% increase 10% decrease
Taka Taka Taka Taka
30 June 2019
Expenditures denominated in
USD (4,567,126) 4,567,126 (4,567,126) 4,567,126
Exchange rate sensitivity (4,567,126) 4,567,126 (4,567,126) 4,567,126
30 June 2018
Expenditures denominated in
USD (2,357,017) 2,357,017 (2,357,017) 2,357,017
Exchange rate sensitivity (2,357,017) 2,357,017 (2,357,017) 2,357,017
71
b) Interest rate risk
The risk that the fair value or future cash flows of a financial instruments will fluctuate because of changes in market interest rate. The interest rate profile
of the Company's interest bearing financial instruments were as follows:
Carrying amount
30 June 2019 30 June 2018
Taka Taka
Fixed rate instruments
Financial assets
Cash at bank 115,052,515 103,433,802
Financial liabilities
Long term loan - -
Current portion of long term loan - -
- -
Floating rate instruments
Financial assets - -
om
Financial liabilities - -
Short term finance 599,998,886 612,612,270
599,998,886 612,612,270
.c
c) 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:
d
30 June 2019 30 June 2018
Carrying amount Fair value Carrying amount Fair value
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Taka Taka Taka Taka

Assets carried at fair value
through profit or loss - - - -
Held to maturity assets - - - -

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Loans and receivables:

Trade and other receivables 311,997,657 311,997,657 274,254,356 274,254,356
Cash at bank 115,052,515 115,052,515 103,433,802 103,433,802
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Available for sale of financial

- - - -
assets
Investment on shares 640,461,242 640,461,242 613,137,794 613,137,794
Liabilities carried at fair value
through profit or loss - - - -
Liabilities carried at amortised costs
Trade payables 67,782,848 N/A* 75,766,270 N/A*

Payables for expenses 76,705,060 N/A* 123,625,503 N/A*
Other Liabilities 87,667,795 N/A* 76,241,380 N/A*
Other non-current liabilities 101,342,057 N/A* 100,202,751 N/A*
* Determination of fair value is not required as per the requirements of IFRS 7 : Financial Instruments: Disclosure. However, fair value of such instruments is not likely
to be significantly different from the carrying amounts of such instruments.
72
36 Related party transactions
The company in normal course of business has entered into transactions with other entities that fall within the definition of related party contained in IAS: 24 Related Party Disclosure.
The Company believes that the terms of related party transactions are not significantly different from those that could have been obtained from third parties. The significant related party
transactions during the year are as follows:
Transaction
Opening Addition Adjustment Receivable/
Name of related party Relationship Nature of transaction receivable/ Amount Amount (payable)
(payable) At 30 June 2019
"A" "B" "C" "D=A+B-C"
Taka Taka Taka Taka
Transcom Electronics Ltd. Shareholding company a) Cost recovery, utilities and distribution expenses 1,366,726 23,315,914 20,530,342 4,152,298
b) Dividend paid - 1,040,000 1,040,000 -

c) Sales - 3,053,378 3,053,378 -
Bangladesh Electrical Industries Ltd. Group company Cost of accommodation, utility facilities and security cost 726,186 8,783,522 8,142,076 1,367,632
recovery
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Transcom Foods Ltd. Group company Cost of accommodation, utility facilities and security cost 1,155,632 2,372,542 3,349,758 178,416
recovery
Transcom Distribution Company Ltd. Group company a) Cost of accommodation, utility facilities and security 312,984 7,238,280 7,137,032 414,232
cost recovery
b) Sales 53,635 37,590 5,878 85,347
.c
Transcom Mobile Ltd. Group company Cost of accommodation, utility facilities and security cost 90,000 - - 90,000
recovery & product purchase

d
Transcom Limited Holding company a) Computer & IT expenses (13,322,826) 516,965 4,018,973 (16,824,834)
b) Royalty (5,369,928) 794,723 3,636,950 (8,212,155)

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c) Dividend paid - 8,109,338 8,109,338 -
d) Sales 2,250 363,222 363,222 2,250
Eskayef Pharmaceuticals Ltd. Group company Sales 1,195,677 2,639,780 2,506,570 1,328,887
Mediastar Ltd. Group company Sales 124,668 111,100 159,852 75,916

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Mediaworld Ltd. Group company Sales 117,893 45,750 129,283 34,360
Transcom Consumer Products Ltd. Group company Sales 26,876 20,260 7,938 39,198
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Transcom Beverages Ltd. Group company Sales 26,620 11,700 11,468 26,852
Transcraft Ltd. Group company Sales 27,600 75,600 76,350 26,850
Sena Kalyan Sangstha Group company Sales 131,732 - - 131,732
73
37 Number of employees
The number of permanent employees receiving remuneration of Tk 36,000 or above per employee per year were 371 (30
June 2018: 370).
38 Dividend to non-resident shareholders

The company's four foreign investors, holding 2,665 shares in aggregate, have already sold their shares. However the buyers
had not yet registered those shares in their names up to 30 June 2019.
39 Claims against the Company not acknowledged as debt
None at 30 June 2019.
40 Contingent liability
40.1 There is a contingent liability of Tk. 4.53 million, Tk. 2.29 million, Tk. 7.69 million, Tk. 10.93 million, Tk.4.02 million, Tk.0.89
million in regard to disputed tax claims for the tax assessment year 1999-2000, 2010-2011, 2011-2012, 2012-2013,
2013-2014, 2014-2015 respectively. This matter has been referred to the High Court Division, the outcome of which is yet
to be received.
Furthermore, there are contingent liabilities of Tk. 1.41 million with regard to unresolved disputed tax claims against the tax
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Assessment Years (AY) 2017-2018 . Appeals against tax disputes for the AY 2017-2018 have been filed before the Appellate
Tribunal of Taxes. Disallowances of the expenses being tax disputes were unjust and have no merit and accordingly no
additional provision has been made against the disallowances.
.c
40.2 There are contingent liabilities of Tk. 111.52 million, Tk. 7.13 million and Tk. 4.02 million due to outstanding 'Letter of Credit'
and 'Bank Guarantee' issued by Eastern Bank Limited, Dhaka Bank Limited and Southeast Bank Limited respectively.
d
40.3 Bangladesh Lamps Limited has a pending litigation with koninklijke Philips N.V with regard to the production and distribution
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of Philips brand GLS lamps. Currently, the Company's business from this segment is not significant and an outcome of this
litigation will not have much impact on the operation of the company. The company is also making appropriate provision for
Royalty payable to Philips as per terms of the agreement.
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41 Capital expenditure commitment

None.
42 Receivable from directors
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None.
43 Events after the reporting period
For the year ended 30 June 2019, the Board of Directors recommended a cash dividend of Tk. 2.00 per share amounting to
Tk. 18,741,216 at the board meeting held on 10 October 2019.
74
I ......................................................................................................................................................................
of ......................................................................................................................................................................
being a shareholder of Bangladesh Lamps Limited, hereby appoint
Mr./Mrs./Miss ....................................................................................................................................................
of .....................................................................................................................................................................
as my proxy in my absence to attend and vote for me and on my behalf at the 58th Annual General Meeting
of the Company to be held on Wednesday, 4th December 2019 at 11:00 a.m. and at any adjournment thereof.
As wintness my hand this ............................................................................................ day of December 2019.
Signature of Shareholder .................................................................................................................................
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Shareholder’s Folio no./BO No. ........................................................................................................................
Signature of Proxy ............................................................................................................................................

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I hereby record my attendance at the 58th Annual General Meeting of the Company held on today the 4th
December 2019, at the Dhaka Banquet Hall (former Emmanuelle’s Banquet Hall), House No. 04, Road No.
134-135, Gulshan-1, Dhaka.
Name of the shareholder ................................................................................................................................
Shareholder’s Folio No./BO No. .....................................................................................................................
Signature of Shareholder ...............................................................................................................................
Signature of Proxy ..........................................................................................................................................
The shareholder attending the meeting is requested to write his/her registered name and Folio number/BO number on this slip and deposit
the same at the registration counter of the meeting.
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30 - Jun - 2019 - 47 - 3 - BDLAMPS 2018-2019 Annual

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30 - Jun - 2019 - 47 - 3 - BDLAMPS 2018-2019 Annual

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cwiPvjKgÛjx 1 Board of Directors 1

cÖavb wbe©vnx Kg©KZ©v 1 Chief Executive Officer 1

cÖavb cwiPvjb Kg©KZ©v 1 Chief Operating Ofﬁcer 1

cÖavb Avw_©K Kg©KZ©v 1 Chief Financial Ofﬁcer 1

wbixÿv KwgwU 1 Audit Committee 1

g‡bvbqb I m¤§vbx wba©viY KwgwU 1 Nomination and Remuneration Committee 1

†Kv¤úvbx mwPe 1 Company Secretary 1

wbixÿK I e¨vsKvi 1 Auditors & Bankers 1

`k eQ‡ii Avw_©K I e¨emvwqK Z_¨vejx 4 A Ten-year Financial and Business Highlights 5

†iLvwP‡Î we‡kølY 7 Graphic Illustrations 7

cwiPvjKgÛjxi e„ËvšÍ 8 Directors’ Proﬁle 8

cwiPvjKgÛjxi cÖwZ‡e`b 13 Directors’ Report 13

†kqvi‡nvwìs c¨vUvY© 22 Shareholding Pattern 22

e¨e¯’vcbv KZ©„c‡ÿi ch©v‡jvPbv I we‡kølY 23 Management’s Discussion & Analysis 23

K‡c©v‡iU Mf‡b©Ý Kgcøv‡qÝ mb` 28 Corporate Governance Compliance Certificate 28

K‡c©v‡iU Mf‡b©Ý Kgcøv‡qÝ wi‡cvU© 29 Corporate Governance Compliance Report 29

wbixÿv KwgwUi cÖwZ‡e`b 36 Audit Committee Report 36

wbixÿ‡Ki cÖwZ‡e`b 40 Auditors’ Report 40

Avw_©K Ae¯’vi weeiYx 43 Statement of Financial Position 43

gvwjKvbv¯^‡Z¡i cwieZ©b weeiYx 45 Statement of Changes in Equity 45

bM` cÖenY weeiYx 46 Statement of Cash Flows 46

Avw_©K weeiYxi UxKv mg~n 47 Notes to the Financial Statements 47

58Zg evwl©K mvaviY mfvi weÁwß

2| 2018-2019 mv‡ji jf¨vsk †NvlYv|

XvKv †gvnv¤§` iænvb wgTv, GdwmGm

03-11-2019 ZvwiL †iKW© †WU wn‡m‡e avh© Kiv n‡q‡Q|

NOTICE OF THE 58TH ANNUAL GENERAL MEETING

`k eQ‡ii Avw_©K I e¨emvwqK Z_¨vejx

2018-2019 2017-2018 2016-2017

A TEN YEAR FINANCIAL AND BUSINESS HIGHLIGHTS

2018-2019 2017-2018 2016-2017

The 57th AGM at session

Value addition chart Capital employed vs. reserves & surplus

Proﬁt Other cost

ICB holdings 0.38% Companies 2 5718336 61.03

ICB holdings 6 35597 0.38

Individuals 3434 2653468 28.32

2547 shareholders 4.1%

501 to 5000 shares

10001 to 20000 shares 5001 to 10000 shares 72 496468 5.3

10001 to 20000 shares 28 377796 4.0

40001 to 50000 shares 40001 to 50000 shares 2 81683 0.9

1000001 and above shares Total 3542 9370608 100

Total Shares : 9370608

Mr. Rahman is the Vice President of International

KFC),Transcom Electronics Limited (manufacturers

Government under the Leader joined Arab Insurance Group, the

Development Administration from and Chief Executive of its Far East

till February 2004. In early 2005 he

Presently, Mr. Ahmed is engaged with

‡gvU weµq (wgwjqb) 1573.49 Net Sales (Million) 1573.49

BwcGm (UvKv) 3.12 EPS (Taka) 3.12

gybvdvi mvgwMÖK e›Ubgvjv wb¤œiƒc : The appropriation of profit is shown below:

†gvU e›Ub‡hvM¨ gybvdv 29,273,932 Total Divisible profit 29,273,932

cÖ¯ZvweZ cÖe›Ub t Proposed appropriations:

†kqvi‡nvìvi I †kqvi g~j¨ Shareholders & share value

Directors. Mrs. Shahnaz Rahman is the Chairperson and Mr.

efficiently, full and timely information is made available to them

e¨e¯’vcbv cwiPvjK cybwb©‡qvM Re-appointment of Managing Director

wbix¶v KwgwU Audit Committee

g‡bvbqb I m¤§vbx wba©viY KwgwU Nomination and Remuneration Committee

‡Kv¤úvbxi K‡c©v‡iU cÖwZ‡e`b t Corporate Reporting

_________ _ _________