Golden Harvest Agro Industries Limited

Golden Harvest Agro Industries Limited
2013
A N N UA L R E P O RT
A N N UA L R E P O RT 2013
2013
A N N UA L R E P O RT

Contents
Letter of Transmittal
4
Notice of 9th Annual General Meeting (AGM)
5
Vision
6
Mission
7
Corporate Directory 9
Shareholders Meeting 12
Board of Directors 14
Director’s Profile 16
Audit Committee 18
Chairman’s Message 21
Director’s Report 23
Corporate Governance 34
Report of the Chairman of Audit Committee
44
Value Added Statement
46
Auditor’s Report & Consolidated Financial Statements of
48
Auditor’s Report & Financial Statements of
Golden Harvest Ice Cream Limited
92
Proxy Form and Attendance Slip 118
Golden Harvest Agro Industries Ltd.
Letter of Transmittal
To
All Valued Shareholders

Bangladesh Securities and Exchange Commission
Registrar of Joint Stock Companies & Firms
Dhaka Stock Exchange Limited
Chittagong Stock Exchange Limited
Sub: Annual Report for the year ended June 30, 2013
Dear Sir (s),
We are pleased to enclose a copy of the Annual report together with the Audited Financial
Statements for the year ended 30 June 2013 along with Auditors’ report for your record.
The Annual Report will be available in the website of Golden Harvest Agro Industries Limited
(www.goldenharvestbd.com).
Thanking you,
Your sincerely
Nirmal Chandra Sardar

Company Secretary
04
Notice of the
9th Annual General Meeting (AGM)
Notice is hereby given that the 9th Annual General Meeting (AGM) of Golden Harvest
Agro Industries Limited shall be held at Factory Premises, Bokran, Monipur, Bobanipur,
Gazipur Sadar, Gazipur on 12th December 2013 at 10.00 am. to transect the following
businesses:
1. To consider and approve the Company’s Financial Statements for the year ended 30
June, 2013 along with the Auditors’ and Directors’ Reports thereon.
2. To approve cash dividend at 10% and stock dividend at 5% as recommended by
board of director for the year ended 30 June, 2013
3. To re-elect directors who retire by rotation at the AGM.
4. To appoint an Independent Director.
5. To approve the appointment and remuneration of auditors of the Company for the
year ended 30 June 2014.
6. To transect any other business with the permission of the chair.
By the Order of the Board

Dated, Dhaka
27 November 2013
Nirmal Chandra Sardar

Company Secretary
Notes:
1. The Record Date of the Company was 13th November 2013 and the name of Shareholders in the Register of
Members on the Record Date will be eligible to attend the meeting and shall be entitled for the dividend to
be approved at the AGM.
2. A shareholder may appoint a proxy to attend and vote in his/her place by filling Proxy Form. The Proxy Form
duly completed and stamped, must be deposited at the share division of the Company not later than 48 hours
before the time scheduled for holding the meeting and in default, Form of Proxy will be treated as invalid.
05
Vision
Golden Harvest puts its
relentless effort for
taking the venture to
the next level of
excellence, a stage
where a synergy
will be achieved through
coordinated effort for
maximization of values
in all aspect of business
and society.
34
06
Mission
Golden Harvest takes
the mission of harvesting
profitability along with
social responsibility by
contributing to its
stakeholders.
35
07
08
Corporate Directory
Board of Directors Legal Advisor
Chairman & Director The Legal Circle
Matthew Graham Stock
Auditors
Managing Director & Chief Executive Officer S F Ahmed & Co.
Ahmed Rajeeb Samdani Chartered Accountants
Director & Chief Operating Officer House # 51, Road # 9, Block # F
Mohius Samad Choudhury Banani, Dhaka-1213, Bangladesh.
Director Bankers
Ahmed Mehdi Samdani
Mercantile Bank Limited
Director Gulshan Branch
Nadia Khalil Choudhury Hosna Center, Plot # 2, Block # CES(A)
106, Gulshan Avenue, Dhaka.
Director
Moqsud Ahmed Khan First Security Islami Bank Limited
Gulshan Branch
Director 122 Gulshan Avenue
Azizul Huque Gulshan-2, Dhaka
Independent Director Bank Asia Limited
Faisal Ahmed Choudhury
Tejgoan Link Road Branch
186 Tejgoan I/A, Tejgoan, Dhaka.
Audit Committee
Chairman United Commercial Bank Limited
Faisal Ahmed Choudhury Corporate Branch
CWS(A)1, Road# 34
Member Gulshan Avenue, Dhaka-1212
Nadia Khalil Choudhury
Member
Ahmed Mehdi Samdani
Member
Mohius Samad Choudhury
Registered Office
SPL Western Tower, Level 5, #501 & #502, 186 Gulshan Tejgaon Link Road,
Tejgaon, Dhaka- 1208
Share Department
Road# 10, House# 127, 3rd floor, Block# C, Niketon, Gulshan
Dhaka-1212, Bangladesh, Tel: +88 02 9840181
Factory
Bokran, Monipur, Bobanipur, Gazipur Sadar, Gazipur.
09
Senior Management Officials
Chief Financial Officer Manager, Credit Control

Rojina Akhter ACA Rahat Reza Siddiquee
Company Secretary Manager- Internal Audit

Nirmal Chandra Sardar, MBA Sayed Rabiul Islam, ITP
General Manager Manager- Admin and Commercial

Salauddin Taimur, MBA Aosafur Rahman
General Manager - Factory Operations Factory Manager

Major Md. Mostafizur Rahman (Retd.) Sk Quamrul Islam
Deputy General Manager, Sales Assistant Manager- Tax & VAT

Muhammed Saiful Islam, MBA Muhammed Nurul Islam Sarkar, MBA
National Sales Manager Assistant Manager- Accounts

S M Mafrose Alam, MBA Md. Mahbub Alam- Nazrul, MBA
Senior Manager Factory Operations Assistant Manager- Supply Chain

Jens Erik Moelgaard Md. Nazmul Islam
Assistant Vice President- Accounts & Finance Sr. Executive -Quality Assurance
Mir Rashidul Haque Eng. Md. Hiron Khan
BSC (Eng.)- Food Eng
Senior Manager-Finance & Planning
Md. Faisal Hassan ACCA Sr. Executive - Share Department
Md. Nurjalal Siddique
Senior Manager-Finance
Faisal Mahmud Sajeeb, MBA Maintenance Engineer
Md. Farid Uddin
Manager HR, Admin & CSR
Nusrat Rabbani, MBA
10
11
Shareholders’
Meeting
12
13
Board of Directors
14
Chairman and Director
Ahmed Rajeeb Samdani Mohius Samad Choudhury Ahmed Mehdi Samdani

Managing Director & CEO Director & Chief Operating Officer Director
Nadia Khalil Choudhury Moqsud Ahmed Khan Azizul Huque

Director Director Director

Independent Director
15
Profile of Directors
Mr. Matthew Graham Stock, Chairman and sponsor Director of

Golden Harvest Agro Industries Ltd. Mr. Stock is also Director of
Stemcor UK Limited, one of the largest Steel Trading House in the
world with annual turnover of in excess of 11 Billion Dollars.
According to Forbes July 2010 issue, Mr. Stock has been named the
Iron Man of India for his leadership role in the Steel Industry of India.
Matthew Graham Stock Mr. Stock bring his vast experience in Cold Chain from UK is a great
Chairman and Director asset for Golden Harvest Agro Industries Ltd.
Mr. Ahmed Rajeeb Samdani, Managing Director, is the main sponsor

of Golden Harvest Group, a seasoned entrepreneur, involved in
diversified business. Mr. Samdani also founder of a 100% Charitable
Hospital, Alvina Samdani Trust and also holding the post of Secretary
General of Human Rights Foundation of Bangladesh and the founder
and trustee of Samdani Art Foundation. He is also the founding
Ahmed Rajeeb Samdani committee member of Tate Museum, United Kingdom, South Asian
Managing Director & CEO
Acquisition Committee.
Mr. Mohius Samad Choudhury, the Chief Operating Officer of Golden

Harvest Agro Industries Ltd, is an MBA from Glamorgan University of
Wales, United Kingdom. Mr. Choudhury has vast experience in the
Food Industry and Distribution sector in United Kingdom covering
Mohius Samad Choudhury almost a decade during which time Mr. Choudhury worked for
Director & Chief Operating Officer
different Foods Distribution companies in UK.
Mr. Ahmed Mehdi Samdani, one of the major sponsor-Director of

Golden Harvest Agro Industries Ltd. Mr. Samdani has over 8 years of
experience in Food Commodities Trading, Information Technology,
Real Estate Developments, Publishing House, Logistics, etc. He is one
of the founders of TACM Charitable Hospital. A diligent young, hard
working business leader who is continuously taking the company to
new heights. His thoroughness in business operation and relentless
Ahmed Mehdi Samdani efforts for increasing business volume is the inspiration to the
Director company’s growth.
16
Mrs. Nadia Khalil Choudhury, an energetic business person with
innovative ideas and concepts, is a Director of Golden Harvest Agro
Industries Ltd and other units of the group. Mrs. Nadia Khalil
Choudhury is actively involved in different Social Businesses. She is the
Founder and Director of Dhaka Art Summit and the Co- Founder and
President of Samdani Art Foundation. She is an avid art collector and
well known for her art philanthropy. Ms Nadia has also contributed
articles for various international art magazines and art columns. She is
Nadia Khalil Choudhury the Director of Khalil Group, an advisor to Bangladesh Human Rights
Director Foundation and also the Trustee of Taher Ahmed Choudhury
Charitable Hospital (TACCH) & Alvina Samdani Trust.
Mr. Moqsud Ahmed Khan, is the Sponsor Director of Golden Harvest

Agro Industries Ltd, and has excellent track record in his own business
in UK and Bangladesh. He has extensive knowledge of Food Business
Moqsud Ahmed Khan and an active Member of Charitable Organizations in UK and
Director
Bangladesh.
Mr. Azizul Huque, a Director of Golden Harvest Agro Industries Ltd,

holds a University Higher diploma in Computer Science from
Staffordshire University. Having vast experience extended over 14 years
in Bulk Food Commodities Trading as well as Information Technology
business, has enabled him to have a comprehensive knowledge in the
business dynamics and current local and international business policies
of different countries. His in-depth understanding of all aspects of
business and expertise on process cost elimination and quality
Azizul Huque assurance in business processes which is required for international
Director business has proved to be assets for the Company.
Mr. Faisal Ahmed Choudhury is an independent Director of Golden

Harvest Agro Industries Limited. Mr. Choudhury, a formal Secretary of
Ministry of Shipping of the Government of Bangladesh (who was also
joint secretary of the Ministry of Finance) and former Commissioner of
Customs & VAT. It is expected that his expertise would help contribute
Faisal Ahmed Choudhury to the further disclosure and protect the interest of all investors of
Independent Director Golden Harvest Agro Industries Limited.
17
Audit Committee
of the Board

Chairman
Ahmed Mehdi Samdani

Nadia Khalil Choudhury Member
Member
Mohius Samad Choudhury

Member
18
19
Chairman
Chairman’s Message
Ladies and Gentlemen Good morning and Assalamu Alaikum,
I take this opportunity to welcome you on behalf of the Board of Directors of Golden Harvest Agro
Industries Limited to this 9th Annual General Meeting of your company. I am really delighted to see
such a vibrant presence here today and would like to thank you all for your warm attendance.
I believe Bangladesh is a land of opportunity and has a thriving economy. With this overview, Golden
Harvest has formed a partnership and in this partnership, USAID is supporting Golden Harvest in its
overall operations from product development to international and local marketing and distribution
under Cold Chain Management in Bangladesh.
Today Golden Harvest is one of the earliest entrants in international market; and a market leader in
Bangladesh Market as well with its different varieties of Ready to Cook products line. As the market
keeps on growing both globally and internally, Golden Harvest takes the project of its mega expansion
plan. This is a large scale initiative introducing wide varieties of Dry Food Products, Frozen Ready to eat
meals, Ice cream and above all else, the Cold Chain. With my global exposure I have seen huge
potential in each of these markets.
With the economic development and prosperity along with busy lifestyles, consumers become more
and more aware of hygiene and convenience of food habit. With this purview, Golden Harvest has
developed a wide range of Food items at very competitive prices focusing on taste, food value and
longer shelf life. These products will substitute expensive open restaurant foods and also street side
food pubs meals sold at high price including health risks.
You would be happy to know that Golden Harvest is coming into the market with its world Class Ice
Creams products such as Choco bar, Cups, Cones, Liters Pack and some UNIQUE Ice Cream specialties
which will be offered at high quality and at a very competitive price.
A cold chain, to my opinion is a missing link in Bangladesh’s communication infrastructure, which is the
third and foremost important element in the mega expansion plan of Golden Harvest. A Cold chain can
have a huge impact on Bangladesh economy, since it creates uninterrupted product mobility for
perishables and products requiring low temperature management. A number of industries can benefit
from a proper cold chain that Golden Harvest intends to set up. I can visualize the free movement of
horticulture produce, fishery, poultry, dairy, meat products and so many other products being
distributed by Golden Harvest and other similar business with increased shelf life and ensured quality.
As a foreign investor I keep myself updated on the recent trends in Bangladesh and I am very much
aware that a well-managed business like Golden Harvest Agro industries Limited will be the first
preference for the investors in share market.
Once again, I would like to convey my sincere thanks to our customers, bankers, suppliers, government
agencies, regulatory bodies and everyone with whom the company interacted in conducting its
business. We are grateful to you, the shareholders, for extending at all times, your valuable support and
cooperation to bring the company to the level it has reached today.
Thank you all once again.

Chairman
21
Ahmed Rajeeb Samdani
22
Directors’ Report
Dear Shareholders,
On behalf of Board of Directors of Golden Harvest Agro Industries Limited, I am very happy to welcome
you all in the 9th Annual General Meeting of Golden Harvest Agro Industries Limited.
The Directors are pleased to submit to you the Annual Report together with the Auditors’ Report and
Audited Financial Statements as required under the Companies Act 1994 and Regulations of Bangla-
desh Securities and Exchange Commission for consideration and approval thereof by you at this 9th
Annual General Meeting of the Company for the year ended 30th June 2013.
Despite many odds and obstructive situation in the Country, Company’s business, as revealed by the
Financial Results/positions, has succeeded in attaining progressive growth rates over the year. It is to be
noted that the growth in Gross Profit, Operating Profit, Profit before Tax and Earning per Share has
exceeded the rates of growth in Turnover over the previous year.
Golden Harvest becomes pioneer in manufacturing and distributing frozen ready to cook products. As
a part of our expansion plan the company has started to build its ice cream factory under the banner
of its subsidiary company Golden Harvest Ice Cream Ltd.
Golden Harvest has developed a cold chain process by which the company will be able to distribute its
own products to its ultimate customers as well as it can collect good quality raw materials directly from
its producers. Eliminating the middleman from the chain will help the company to reduce its cost of
production as well as the producers will get a better price for their products.
Business Expansion
Ice Cream:
As per the plan of the company, Golden Harvest Seafood and Fish Processing Ltd, a sister concern of
Golden Harvest Agro has been converted into Golden Harvest Ice Cream Ltd, and the company is work-
ing on establishing a Premium Ice Cream Plant (99.9998% of the Company owned by Golden Harvest
Agro Industries Ltd.) with a capacity to Produce 24,000 Liter of Ice Cream per day and all the Brand new
State of the Art European Machineries including a Packaging Line will be imported from TETR PACK-
HOYER- Sweden.
Cold Chain
The Company is maintaining robust system of managing risks relating to material supply by establishing
strong base through contract farming, well-built distribution channel and also flawless credit control
system and ensuring power backup support for uninterrupted production through setting up appropri-
ate capacity of backup Generators.
As we promised to establish a Cold Chain system in Bangladesh, we have started our cold chain system
with the Partnership of USAID. Cold chain is a logistics system, which helps in maintaining and provid-
ing a series of facilities for ensuring ideal storage conditions for the perishables from the point of origin
to the point of sale. Bangladesh has a population of 160 million, and availability of different foods in
different season, therefore, there is extreme price variation. Although our neighboring countries like
India, Nepal, Pakistan, Myanmar has the Cold Chain as well as Cold Storages already in place, but
Bangladesh unfortunately has neither proper Cold Chain nor infrastructure throughout the country.
23
The current post harvest loss in the horticulture sector in Bangladesh is at a staggering
40%-50% of the produce, which is the primary cause for such drastic variation in price, but
this could be easily avoided with Cold Chain management, thus enabling prices to be lower
which in turn increases the market size and translating into bigger sales volume.
Food Processing
Golden Harvest Agro Industries Limited has introduced new technologies. The factory has
improved its capability to produce a wider variety of high standard products with proper
process that ensures consistency and quality and committed to provide pure, safe, essential,
healthy food products for ensuring a perfect healthy life of customer.
Golden Harvest Brand is active in the consumer market through products that highlight taste
and quality will continue to pursue initiatives that drive growth for its customers. Its success
will hinge on its ability to continuously improve in areas such as product and service quality,
employee engagement and workplace safety, and efficiency.
In coming years, team members will strive to help their customers strengthen margins, build
strong brands, and continue to play a key role in the company’s mission to delight consumers
with an unmatched food experience that delivers superior value.
As the company has started its expansion as per the plan, the shareholders will get the benefit
of the expanded business in 2013-2014 fiscal year.
Segment-wise or product-wise performance:
As Golden Harvest Agro Industries Limited produces Ready to Cook Frozen vegetables, snacks
& fish there is no scope for Product wise performance reporting in the Annual Report and also
no geographical report is required as the company operates in a single geographical area.
Risks and concerns

Risk and uncertainness are the indispensable elements of business. Golden Harvest is also
inheriting risks like materials supply, distribution, operational and power. For minimizing risks,
the Company is maintaining robust system of managing risks relating to material supply by
establishing strong base through contract farming, well-built distribution channel and also
flawless credit control system and ensuring power backup support for uninterrupted produc-
tion through setting up appropriate capacity of backup Generators.
24
Analysis of Cost of Goods sold, Gross Profit Margin and Net Profit Margin
Cost of Goods Sold
The financial performance of the company was moderate during the period of 2012-13. In
this year, consolidated sales of GHAIL was Tk.625.68 million which is 12% higher than
2011-12 (Tk.558.67 million) and the company itself was 15.23% higher than previous year.
Sales (BDT Million)
700
600
500
400
300
200
100
0
2013 2012 2011 2010 2009
Gross Profit
Gross profit earned during the year was Tk. 280.72 million as against last year’s gross profit of
Tk. 254.94 million.
Gross Profit (BDT Million)
300
250
200
150
100
50
0
2013 2012 2011 2010 2009
Operating Profit (BDT Million)
250
200
150
100
50
0
2013 2012 2011 2010 2009
25
Net Profit
Net profit (after tax) earned during the year was Tk. 148.20 million as compared to last year’s
Net Profit (after tax) of Tk. 78.33 million.
Net Profit (BDT Million)
160
140
120
100
80
60
40
20
0
2013 2012 2011 2010 2009
Extra-Ordinary gain or loss

During the year the company earned interest income of Tk60.81 million mainly from its un
utilized IPO proceeds. Besides this there was no extraordinary- gain or loss during the year of
2012-13.
Related party transactions

The Company carried out a number of transactions with related parties. The information as
required by BAS 24 “Related party Disclosure” has been disclosed in the note no. 32.3 of
notes to the financial statements.
Utilization of proceeds from public issues and/ or rights issues

The Company has started using its IPO proceeds in the proposed business. Ice Cream project
is yet to complete and the cold chain project has been started. The shareholders will enjoy the
impact of IPO Proceeds in 2013 – 2014 fiscal year.
26
Variance between Quarterly Financial performance and Annual Financial Statements
There is no significant variance between the Quarterly Financial performance and the Annual
Financial Statements.
Remuneration to directors
The remunerations of Directors are as follows
Name of the Directors Director Yearly Remuneration

Ahmed Rajeeb Samdani Managing Director & CEO 2,860,000
Mohius Samad Choudhury Director, COO 1,327,950
Statement of Directors on Financial Statements

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.
Proper books of account of the issuer company have been maintained.
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.
International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS)/

International Financial Reporting Standards (IFRS)/Bangladesh Financial Reporting Standards
(BFRS), as applicable in Bangladesh, have been followed in preparation of the financial
statements and any departure there-from has been adequately disclosed.
The system of internal control is sound in design and has been effectively implemented and
monitored.
There are no significant doubts upon the issuer company's ability to continue as a going
concern.
Deviation from the last year’s operating results
Both the consolidated and stand alone financial performance of GHAIL was found to be
moderate. The consolidated performance of GHAIL revealed that the company fetched a
gross profit of Tk. 280.72 million. in FY 2012-13 from Tk. 254.91 million in FY 2011-12. The
consolidated net profit margin in FY 2012-13 increased to 23.69% against 14.02% in FY
2011-12. In stand-alone basis the net profit margin increased to 25.87% in FY 2012-13
against 12.71% in FY 2011-12. The above increase was due to moderate business growth
and interest income from un utilized IPO proceeds.
27
Key operating and financial data of last preceding 5 (five) years are summarized bellow:
Results of Operations
Amount in Taka
Sl # Particular 2012-13 2011-12 2010-2011 2009-2010 2008-2009
1 Turnover 625,680,209 558,666,376 519,285,940 387,783,620 61,611,094
2 Gross Profit 280,715,606 254,941,888 274,301,403 189,299,140 26,144,574
3 Profit/Loss from operation 210,837,460 183,482,822 231,081,190 158,857,379 17,983,181
4 Net Profit/loss before tax 210,764,632 123,598,145 204,350,329 140,685,737 16,569,104
5 Net Profit/loss after tax 148,196,246 78,325,639 132,269,451 67,520,169 13,169,104
6 Earning Per Share (EPS) 2.43 1.64 3.78 6.75 3.51
7 Dividend per share 1.50 2.00 - 3.33 -
8 No of Share 78,000,000 35,000,000 35,000,000 10,000,000 3,750,000
Total Assets (BDT Million)
3,000
2,500
2,000
1,500
1,000
500
0
2013 2012 2011 2010 2009
28
Financial Position Amount in Taka
Sl # Particular 2012-13 2011-12 2010-2011 2009-2010 2008-2009
1 Total Assets 2,614,274,834 1,549,432,414 1,283,278,696 749,291,019 275,928,593
2 Property, Plant and Equipment-Gross 988,465,578 666,092,185 958,592,384 510,744,211 224,454,485
3 Property, Plant and Equipment-Net 882,826,487 589,288,309 905,764,222 472,595,261 208,803,685
4 Gross Working Capital 1,321,162,367 569,726,182 349,702,345 272,751,764 61,201,209
5 Net Working Capital 767,444,343 62,180,938 49,526,281 54,881,323 (18,571,462)
6 Short term Loan 367,790,679 337,479,853 132,188,555 146,296,775 11,986,577
7 Share Capital 780,000,000 350,000,000 350,000,000 100,000,000 37,500,000
8 Share Premium 408,766,054 - - - -
9 Reserve and Surplus 806,559,393 608,272,329 318,269,063 182,824,730 23,057,984
10 Shareholders Equity 1,995,325,447 958,272,329 893,616,252 482,639,743 169,930,902
11 Term Loan 63,481,569 78,496,163 91,209,232 45,118,734 23,881,277
12 Lease Obligation 11,704,869 18,077,150 11,082,877 3,662,100 2,343,743
Shareholders Equity (BDT Million)
2000
1500
1000
500
0
2013 2012 2011 2010 2009
Reserves & Surplus (BDT Million)
900
800
700
600
500
400
300
200
100
0
2013 2012 2011 2010 2009
29
Key Financial Ratios

Sl # Particular 2012-13 2011-12 2010-2011 2009-2010 2008-2009
1 Current Ratio 2.39 1.12 1.16 1.25 0.77
2 Debt to Total Assets(%) 23.67% 38.15% 30.36 35.59 38.41
3 Return on Equity(%) 10.03% 8.46% 20.61 37.80 12.13
4 Net Asset Value Per Share 25.58 19.96 25.53 38.99 45.31
5 Interest Service Coverage Ratio 4.13 3.34 8.40 5.95 3.95
Dividend
Board of Directors has recommended Cash Dividend of 10% i.e. Tk 1.00 (one) per share of
Tk 10 each and Stock Dividend of 5% i.e. one bonus share for 20 shares for the year
2012-13. Upon your approval in the General Meeting, the dividend will be paid to the
Shareholders whose names appear in the Share Registers of the Company or in the Depository
as on 13th November 2013 at the close of office.
Board meetings
During the year 7 Board Meetings were held. The attendance record of the Directors is as
follows:
Name of Director Meeting attended

Matthew Graham Stock 4
Ahmed Rajeeb Samdani 7
Mohius Samad Choudhury 7
Ahmed Mehdi Samdani 7
Nadia Khalil Choudhury 6
Moqsud Ahmed Khan 4
Azizul Haque 7
Faisal Ahmed Choudhury 4
30
The pattern of shareholding
Name wise shareholding details with number of Shares
Chairman, Directors, Company Secretary, Chief Financial Officer

and other Corporate officials:
Matthew Graham Stock-Chairman & Director 1,560,000
Ahmed Rajeeb Samdani - Managing Director 17,403,200
Mohius Samad Choudhury- Director &COO 1,560,000
Ahmed Mehdi Samdani- Director 1,560,000
Nadia Khalil Choudhury-Director 1,560,000
Moqsud Ahmed Khan-Director 1,920,000
Azizul Huque-Director 1,762,560
Shareholders holding ten percent (10%) or more voting interest in

the Company:
Ahmed Rajeeb Samdani 17,403,200
Directors Retirement
The Directors, Mr. Azizul Huque and Mr. Ahmed Mehdi Samdani retire at this AGM and being
eligible offered themselves for re-election.
Auditors
The retiring Auditors M/s. S F Ahmed & Co, Chartered Accountants, being eligible, offer
themselves for re-appointment as Auditors of the Company for the year 2013-14.
Corporate Governance Compliance Report
In accordance with the requirement of the Securities and Exchange Commission, “Corporate
Governance Report” is annexed.
31
Credit Ratings
CRISL has reaffirmed the Long Term rating to ‘A+’ (pronounced as Single A plus) and the Short
Term rating to ‘ST-3’ of Golden Harvest Agro Industries Limited on the basis of its financials
and other relevant quantitative and qualitative information up to the date of rating.
CRISL placed the company with “Positive Outlook” with the Credit rating History:
Enitity Rating outlook validity rating rating assigned

A+ Positive 2013–2014 CRISL
A+ Positive 2012-2013 CRISL
A+ Positive 2011-2012 CRISL
Acknowledgement
The Board of Directors would like to extend its gratitude and appreciation to the valued
shareholders and other stakeholders of the company for their wholehearted support and
guidance that led the company to hold strong position in the market. The Board also
recognizes the contributions received from the National Board of Revenue (NRB), Bangladesh
Securities and Exchange Commission (BSEC), Dhaka Stock Exchange (DSE), Chittagong Stock
Exchange (CSE), Central Depository Bangladesh Limited (CDBL), Financial Institutions, Venders
and other business partners.
We also like to thank each of our customers, Distributors and Key Outlets for their continued
support to keep strong foundation in this competitive market. We are also proud of our
employees whose dedication and relentless work make the company leading in frozen food
market.
Thank you all and with best regard for and on behalf of Directors of Golden Harvest Agro
Industries Ltd.
Ahmed Rajeeb Samdani

32
15 Pcs
33
Corporate Governance
34
Corporate governance is the framework of rules and practices by which the Board of Directors
ensures accountability, fairness, and transparency in a company's relationship with its all
stakeholders (financiers, customers, management, employees, government, and the commu-
nity).
Golden Harvest Agro Industries Ltd. (GHAIL) is committed to continually reviewing all corpo-
rate governance policies and practices to ensure the ongoing transparency of the company’s
practices and the delivery of high standards and quality information to stakeholders through
it financial reporting.
Statement of Compliance
Securities and Exchange Commission’s notification on Corporate Governance.
As GHAIL is listed on the Stock Exchanges in Bangladesh, we comply with the Compliance of
Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 7th August 2012. For the year
ended 30th June 2013, we have complied with the relevant provisions set out in Annexure 1
in this report.
1. Board of Directors:
1.1 Board Size:
The number of members of the Board of Directors stands at 8(including one Independent
Directors) which is within the limits given by Bangladesh Securities and Exchange Commission
(BSEC) The Directors of the Board are appointed by the Shareholders at the Annual general
Meeting (AGM) and accountable to the shareholders. The Board is responsible for ensuring
that the business activities are soundly administered and effectively controlled.
The Directors of the Board keep themselves informed about the Company’s financial position
and ensure that its activities, accounts and asset management are subject to adequate
control. The Board also ensures that GHAIL Policies & Procedures and Codes of Conduct are
implemented and maintained, and the Company adheres to generally accepted principles for
good governance and effective control of Company activities.
Board Meeting
The meetings of the Board of Directors of GHAIL are normally held at the Registered Corpo-
rate Head Office of the Company. The meetings are held frequently, at least once in a quarter,
to discharge its responsibilities and functions as mentioned above. Meeting is scheduled well
in advance and the notice of each Board meeting is given, in writing to each director by the
Company secretary. The Board meets for both scheduled meeting and on other occasions to
deal with urgent and important matters that require attention.
The Board met seven times during the year 2012-2013 and took decisions on key matters.
The details of Board Meeting and attendance are given on Director’s report.
35
Retirement and Re-election of Directors

As per the Article of Association of the company, one-third of the directors to retire in every
year shall be those who have been longest in office since their last election, but remains
eligible for re-election.
The Directors, Mr. Azizul Huque and Mr. Ahmed Mehdi Samdani retire at this AGM and being
eligible offered themselves for re-election.
1.2 Independent Director:

In 8th Annual General Meeting an indepandent director has been appointed.
1.3 Chairman of the Board and Chief Executive officer:

The position of the Chairman of the Board and the the Chief Executive Officer stand
separated. The responsibilities of the Chairman and CEO/Managing Director are
clearly defined.
1.4 Directors Report to Shareholders:

All the requirement have been fulfilled
2. Chief Financial Officer (CFO), Head of Internal Audit (HIA) and Company Secretary (CS).
The Company has appointed a Company Secretary to separate its function from Chief
Financial Officer (CFO).The company has also appointed Head of Internal Audit who
is reportable to the Audit Committee.
3. Audit Committee:
The Audit Committee, as a Sub-Committee of the Board, has been formed on 12th
October 2012 comprising three Directors. The Company Secretary acts as Secretary to
the Committee. Role of Audit Committee as per provision of the BSEC regulation have
been duly adopted by the Board. The Independent director is the chairman of Audit
Committee.
4. External /Statutory Auditors:
The Statutory audit is governed by the Companies Act, 1994, The Bangladesh
Securities and Exchange Commission’s Ordinance, 1969 and Bangladesh Securities
and Exchange Commission’s Rules 1987 which explicitly provides guidelines for the
appointment, scope of work and retirement of auditors.
5. Subsidiary Company:
The Guidelines provided by the BSEC is followed relating to the appointment of
Directors and composition thereon. Other rules and regulations are being followed.
6. Duties of CEO & CFO:

The provisions of BSEC guidelines to be complied relating the certification of the
Financial statements.
7. Reporting and Compliance of Corporate Governance:
Requirements on the above are being complied with.
36
Certificate on compliance of conditions of
Corporate Governance guidelines
to the shareholders of
Certificate on compliance of conditions of Corporate Governance guidelines to the

shareholders of Golden Harvest Agro Industries Ltd.
We have checked the relevant documents, information and explanation given to us

regarding the compliance of the provisions of Corporate Governance Guidelines
issued by the Bangladesh Securities and Exchange Commission (BSEC) under Notifi-
cation No-SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012 for the
year ended 30 June 2013.
Management is responsible to ensure the compliances of conditions of the Corporate

Governance guidelines as stated in the aforesaid notification and reporting the status
of compliances. Our responsibility was limited to checking of relevant documents,
verifying procedures and implementation therefore, adopted by the company for
ensuring the compliances of the said conditions.
In our opinion except for matters reported on the attached compliance report the
Company has complied with the condition of corporate governance guidelines of
Bangladesh Securities & Exchange Commission.
Snehasish Mahmud & Co.

Chartered Accountants
Date: 24 November 2013
37
Annexure-1

Compliance Report on SEC Notification
Status of compliance of corporate Governance
(Report under Condition No. 7.00)
Status of compliance with the conditions imposed by the
Commission’s Notification No.SEC/CMRRCD/2006-158/134/Admin/44
dated 07 August 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969:
Compliance Status
(Put in the
Condition Title appropriate column) Remarks
No. (if any)
Complied Not
Complied
1.1 Board's size
1.2 (i) Number of independent directors GHAIL has 1(one) independent
director at the moment but
in the upcoming AGM GHAIL
will take another independent
director to comply with
the rule.
1.2 (ii) a) The independent director 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
1.2 (ii) b) The independent directors not a sponsor of the company
and is not connected with the company's any sponsor or
director or shareholder who holds one percent (1%) or
more shares of the total paid-up shares of the company on
the basis of family relationship. His/her family members also
should not hold above mentioned shares in the company:
1.2 (ii) c) The independent director does not have any other
relationship, whether pecuniary or otherwise, with the
company or its subsidiary/ associated companies;
1.2 (ii) d) The independent director is not a member, director. or
officer of any stock exchange
1.2 (ii) e) The independent director is not a shareholder, director or
officer of any member of stock exchange or an
intermediary of the capital market
1.2 (ii) f) The independent director 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
1.2 (ii) g) The independent director shall not be an independent

director in more than 3 (three) listed companies
1.2 (ii) h) The independent director has not been convicted by a court
of competent jurisdiction as a defaulter in payment of any
loan to a bank or a Non-Bank Financial Institution (NBFI)
1.2 (ii) i) The independent director has not been convicted for a
criminal offence involving moral turpitude
1.2 (iii) The independent director(s) shall be appointed by the board
of directors and approved by the shareholders
in the Annual General Meeting (AGM)
1.2 (iv) The post of independent director(s) can not remain
vacant for more than 90(ninety) days.
1.2 (v) The Board shall lay down, a code of conduct of all Board
members and annual compliance of the code to be recorded.
38
Compliance Status
(Put in the
No. (if any)
Complied Not
Complied
1.2 (vi) The tenure of office of an independent director shall be for
a period of 3(three) years, which may be extended for
1(one) term only.
1.3 (i) Independent director shall be a knowledgeable individual
with integrity who is able to ensure compliance with
financial, regulatory and corporate laws and can make
meaningful contribution to business.
1.3 (ii) The person should be a Business Leader/ Corporate Leader/
Bureaucrat/University Teacher with Economics or Business
Studies or Law background/Professionals like Chartered
Accountants, Cost & Management Accountants, Chartered
Secretaries. The independent director must have a least
12 (twelve) years of corporate management /professional
experiences.
1.3 (iii) In special cases the above qualifications may be relaxed N/A
subject to prior approval of the Commission.
1.4 Chairman of the Board and Chief Executive Officer
1.5 (i) Industry outlook and possible future developments
in the industry.
1.5 (ii) Segment-wise or product-wise performance.
1.5 (iii) Risks and concerns.
1.5 (iv) A discussion on Cost of Goods sold, Gross Profit Margin
and Net Profit Margin.
1.5 (v) Discussion on continuity of any Extra-Ordinary gain or loss. N/A
1.5 (vi) Basis for related party transactions-a statement of all
related party transactions should be disclosed
in the annual report.
1.5 (vii) Utilization of proceeds from public issues, rights issues
and/or through any others instruments.
1.5 (viii) An explanation if the financial results deteriorate after the
company goes for Initial Public Offering (IP0), Repeat Public
Offering (RPO). Rights Offer, Direct Listing, etc.
1.5 (ix) If significant variance occurs between Quarterly Financial No Such case
Performance and Annual Financial Statements the
management shall explain about the variance on
their Annual Report.
1.5 (x) Remuneration to directors including independent directors.
1.5 (xi) The financial statements prepared by the management of
the issuer company present fairly its state of affairs,
the result of its operations, cash flows and changes
in equity.
1.5 (xii) Proper books of account of the issuer company
have been maintained.
1.5 (xiii) Appropriate accounting policies have been consistently
applied in preparation of the financial statements and
that the accounting estimates are based on reasonable
and prudent judgment.
39
Compliance Status
(Put in the
No. (if any)
Complied Not
Complied
1.5 (xiv) International Accounting Standards (IAS)/Bangladesh
Accounting Standards (BAS)/International Financial
Reporting Standard (IFRS)/Bangladesh Financial Reporting
Standards (BFRS), as applicable in Bangladesh, have been
followed in preparation of the financial statements and any
departure there-from has been adequately disclosed.
1.5 (xv) The system of internal control is sound in design and has
been effectively implemented and monitored.
1.5 (xvi) There are no significant doubts upon the issuer company's
ability to continue as a going concern. If the issuer
company is not considered to be a going concern,
the fact along with reasons thereof should be disclosed.
1.5 (xvii) Significant deviations from the last year's operating results
of the issuer company shall be highlighted and the reasons
thereof should be explained.
1.5 (xviii) Key operating and financial data of at least preceding
5 (five) years shall be summarized.
1.5 (xix) If the issuer company has not declared
dividend (cash or stock) for the year,
the reasons thereof shall be given.
1.5 (xx) The number of Board meetings held during the year and
attendance by each director shall be disclosed.
1.5 (xxi) a) Parent/Subsidiary/Associated Companies and other related
parties (name wise details);
1.5 (xxi) b) Directors, Chief Executive Officer, Company Secretary,
Chief Financial Officer, Head of Internal Audit and their
spouses and minor children (name wise details);
1.5 (xxi) c) Executives;
1.5 (xxi) d) Shareholders holding ten percent (10%) or more voting
interest in the company (name wise details).
1.5 (xxii) a) a brief resume of the director;
1.5 (xxii) b) nature of his/her expertise in specific functional areas;
1.5 (xxii) c) Names of companies in which the person also holds the
directorship and the membership of committees
of the board.
2.1 Appointment of CFO, Head of Internal audit &
company secretary.
2.2 Requirement to attend Board meeting
3 (i) The company shall have an Audit Committee as a
sub-committee of the Board of Directors.
3 (ii) The Audit Committee shall assist the Board of Directors in
ensuring that the financial statements reflect true and fair
view of the state of affairs of the company and in ensuring
a good monitoring system within the business.
3 (iii) The Audit Committee shall be responsible to the Board of
Directors. The duties of the Audit Committee shall he
clearly set forth in writing.
3.1 (i) Number of member of Audit committee
3.1 (ii) Inclusion of independent director in the audit committee
40
Compliance Status
(Put in the
No. (if any)
Complied Not
Complied
3.1 (iii) All members of the audit committee should be
"financially literate" and at least I (one) member shall have
accounting or related financial management experience,
3.1 (iv) When the term of service of the Committee members
expires or there is any circumstance causing any Committee
member to be unable to hold office until expiration of the
term of service, thus making the number of the Committee
members to be lower than the prescribed number of
3 (three) persons, the Board of Directors shall appoint the
new Committee member(s) to fill up the vacancy(ies)
immediately or not later than 1 (one) month from the date
of vacancy(ies) in the Committee to ensure continuity of the
performance of work of the Audit Committee.
3.1 (v) The company secretary shall act as the secretary
of the Committee.
3.1 (vi) The quorum of the Audit Committee meeting shall not
constitute without at least 1 (one) independent director.
3.2 (i) Selection of the Chairman of audit committee
3.2 (ii) Chairman of the Audit Committee shall remain present in
the Annual General Meeting (AGM).
3.3 (i) Oversee the financial reporting process.
3.3 (ii) Monitor choice of accounting policies and principles.
3.3 (iii) Monitor Internal Control Risk management process.
3.3 (iv) Oversee hiring and performance of external auditors.
3.3 (v) Review along with the management, the annual financial,
statements before submission to the board for approval.
3.3 (vi) Review along with the management, the quarterly and half
yearly financial statements before submission to the
board for approval.
3.3 (vii) Review the adequacy of internal audit function.
3.3 (viii) Review statement of significant 'related party transactions
submitted by the management.
3.3 (ix) Review Management Letters/ Letter of Internal Control
weakness issued by statutory auditors.
3.3 (x) When money is raised through Initial Public Offering.
(IPO)/Repeat Public Offering (RPO)/Rights Issue the company
shall disclose to the Audit Committee about the
uses/applications of funds by major, category
(capital expenditure, sales and marketing expenses,
working capital, etc), on a quarterly basis, as a part of
their quarterly declaration of financial results. Further, on
an annual basis, the company shall prepare a statement of
funds utilized for the purposes other than those stated in
the offer document/prospectus.
3.4.1 (i) The Audit Committee shall report on its activities to the
Board of Directors.
41
Compliance Status
(Put in the
No. (if any)
Complied Not
Complied
3.4.1 (ii) a) report on conflicts of interests N/A
3.4.1 (ii) b) suspected or presumed fraud or irregularity or material N/A
defect in the internal control system
3.4.1 (ii) c) suspected infringement of laws, including securities related N/A

laws, rules and regulations;
3.4.1 (ii) d) any other matter which shall be disclosed to the Board of N/A
Directors immediately.
3.4.2 Reporting to the Authorities. N/A

3.5 Reporting to the Shareholders and General Investors N/A
4 (i) Appraisal or valuation services or fairness opinions.
4 (ii) Financial information system design and implementation
4 (iii) Book-keeping or other services related to the accounting

records or financial statement
4 (iv) Broker -dealer services
4 (v) Actuarial services
4 (vi) Internal audit services
4 (vii) Any other services that the audit committee determines.
4 (viii) No partner or employees of the external audit firms shall

possess any share of the company they audit at least during
the tenure of their audit assignment of that company.
5 (i) Provisions relating to the composition of the Board of

Directors of the holding company shall be made applicable GHICL is a Private Limited
to the composition of the Board of Directors of the Company. It has Sponsors only.
subsidiary company. There is no General
Shareholders. So, composition
of the Board of Directors of
subsidiary company, GHICL
is not similar to the
composition of the Board of
Directors of the
holding company.
5 (ii) The Shareholders of the

At least 1 (one) independent director of the Board of subsidiary company appointed
Directors of the holding company shall be a director on the Mr. Faisal Ahmed Choudhury
Board of Directors of the subsidiary company. as an Independent Director at
9th AGM dated
17 November 2013.
5 (iii) The minutes of the Board meeting of the subsidiary
company shall be placed for review at the following
Board meeting of the holding company.
5 (iv) The minutes of the respective Board meeting of the holding
company shall state that they have reviewed the affairs of
the subsidiary company also.
42
Compliance Status
(Put in the
No. (if any)
Complied Not
Complied
5 (v) The. Audit Committee of the holding company shall also
review the financial statements, in particular, the
investments made by the subsidiary company.
6 (i) a) These statements do not contain any materially untrue
statement or omit any material fact or contain statements
that might be misleading;
6 (i) b) These statements together present a true and fair view of
the company’s affairs and are in compliance with existing
accounting standards and applicable laws.
6 (ii) There are, to the best of knowledge and belief, no
transactions entered into by the company diving the year
which are fraudulent illegal or violation of the company's
code of conduct.
7 (i) The company shall obtain a certificate from a practicing
Professional Accountant/Secretary (Chartered
Accountant/Cost and Management Accountant/Chartered
Secretary) regarding compliance of conditions of Corporate
Governance Guidelines of the Commission and shall send
the same to the shareholders along with the
Annual Report on a yearly basis.
7 (ii) The directors of the company shall state, in accordance with
the Annexure attached, in the directors' report whether
the company has complied with these conditions.
43
Report of the Chairman

of the Audit Committee
44
The audit committee, as a subcommittee of the board of directors, consists of the
following members;
SL Name & Designation Position in the Committee
1. Faisal Ahmed Choudhury- Independent Director Chairman
2. Ahmed Mehdi Samdani- Director Member
3. Nadia Khalil Choudhury- Director Member
4. Mohius Samad Choudhury- Director Member
The Committee submits its report directly to the Board of Directors.

The Committee held two (2) meetings during the year 2012 – 2013 details of which is as
follows:
Name of the Meeting Meeting held Date of meeting Attendance

Audit Committee meeting 2 (two) 25.06.2013 100%
25.04.2013 100%
Company Secretary who acts the Secretary to the Committee was also present in the meeting
Activities of the Audit Committee

• The Audit Committee reviewed the integrity of the financial statements of the company to ensure that
these reflects a true and fair view of the company’s state of affairs for the year ended on June 30, 2013
• The Audit Committee also reviewed the quarterly and half yearly financial statements for their proper
presentation and accuracy
• The Audit Committee discussed with the statutory auditors about the nature and scope of audit as well
as post audit discussions to address areas of concern.
• Reviewed the internal Auditor’s reports and suggested appropriate actions where needed
• Approved the Internal Audit Plan and reviewed all independent assessments carried out by the internal
audit function
• Reviewed the risk management process adopted by the company and the major risks facing the business
along with related mitigation plans
• Reviewed the management of self assessment of the key controls of the business and the action plan
put forward to address any issues.
The Audit Committee is of the view that risk management associated with the business is
adequately controlled.
Chairman
Audit Committee
45
Value Added Statement
46
Source of Value Addition: 2012-2013 2011-2012
Revenue 625,680,209 558,666,376
Financial Expenses (70,741,354) (55,388,068)
Sub Total 554,938,855 503,278,308
Non-Operating Income 81,202,332 1,680,703
Sub Total 636,141,187 504,959,011
Operating Expenses
(excluding salary, allowances and
depreciation) (347,564,669) (320,219,410)
Total 288,576,518 184,739,601
Distribution of Added Value: 2012-2013 2011-2012

Salary & allowances 48,976,751 37,165,808
Provision for Tax 62,568,386 45,272,506
Depreciation 28,835,215 23,975,715
Dividend 130,000,000 -
Retained Earnings 18,196,166 78,325,572
Total 288,576,518 184,739,601
No of Employees 573 543

Value addition per employee 503,624 340,220
16% 17% Salaries & Benefit to employees
Paid to Govt. as Tax
22% Dividend to Shareholders
45% Retained by the Company
47
GOLDEN HARVEST AGRO INDUSTRIES LIMITED
Auditor’s Report
&
Consolidated Financial Statements
for the year ended 30 June 2013
48
Independent Auditor’s Report
to
The Shareholders of
We have audited the accompanying consolidated financial statements of Golden Harvest

Agro Industries Limited (“the company”) which comprise statement of financial position as at
30 June 2013 and the statement of comprehensive income, statement of changes in equity
and statement of cash flows and also consolidated financial statements of the company and
its subsidiary which comprise consolidated statement of financial position as at 30 June 2013
and the consolidated statement of comprehensive income, consolidated statement of
changes in equity and consolidated statement of cash flows for the year then ended and a
summary of significant accounting policies and other explanatory notes.
Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with Bangladesh Financial Reporting Standards (BFRS) and
for such internal control as management determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to
fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based
on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing
(BSA). Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s judg-
ment, including the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the entity’s preparation and fair presentation of
the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
49
In our opinion, the financial statements of the company and the consolidated financial
statements, give a true and fair view of the financial position of Golden Harvest Agro
Industries Limited and its subsidiary, and of the results of their financial performance and cash
flows for the year then ended in accordance with Bangladesh Financial Reporting Standards
(BFRS) and comply with the Companies Act 1994, the Securities and Exchange Rules 1987
and other applicable laws and regulations.
We also report that:

a) we have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit and made due
verification thereof;
b) in our opinion, proper books of account as required by law have been kept by the
company and its subsidiary so far as it appeared from our examination of these books;
c) the consolidated statement of financial position and the statement of comprehensive
income dealt with by the report are in agreement with the books of account; and
d) the expenditure incurred was for the purposes of the company's business.
Dated: Dhaka; S. F. Ahmed & Co.

28 October 2013 Chartered Accountants
50
Consolidated Statement of Financial Position
As at June 30, 2013
Amount in BDT
Notes
2013 2012
ASSETS
Non-Current Assets 1,293,112,467 979,706,232
Property, Plant and Equipment 5 882,826,487 589,288,309
Leased Assets 6 20,088,937 22,321,040
Capital Work in Progress 7 390,197,043 368,096,883
Current Assets 1,321,162,367 569,726,182

Inventories 9 126,314,355 105,026,719
Advances, Deposits and Prepayments 10 457,966,239 282,941,071
Trade & Other Receivables 11 211,834,450 176,876,541
Fixed Deposits with Banks 100,000,000 -
Cash and Cash Equivalents 12 425,047,323 4,881,851
TOTAL ASSETS 2,614,274,834 1,549,432,414
EQUITY AND LIABILITIES
Shareholders' Equity 1,995,325,447 958,272,329

Share Capital 13 780,000,000 350,000,000
Share Premium 14 408,766,054 -
Revaluation Surplus 15 393,712,023 219,364,973
Non Controlling Interest 16 734 551

Total Equity 1,995,326,181 958,272,880
Non-Current Liabilities 65,230,629 83,614,290

Term Loan against Machinery 17 45,443,013 63,265,665
Deferred Tax Liability 18 14,079,495 8,643,756
Lease Obligation 19 5,708,121 11,704,869
Current Liabilities 553,718,024 507,545,244

Accounts and Other Payables 20 45,061,560 45,646,398
Accruals and Provisions 21 116,830,481 102,816,214
Short Term Loan 22 367,790,679 337,479,853
Current portion of Term Loan against Machinery 17 18,038,556 15,230,498
Current portion of Lease Obligation 19 5,996,748 6,372,281
TOTAL EQUITY AND LIABILITIES 2,614,274,834 1,549,432,414
Net Asset Value per Share 23 25.58 19.96
The accompanying notes form an integral part of this financial statement and are to be read in conjunction therewith.
Director Director Managing Director
Signed in terms of our separate report of even date annexed
Dated, Dhaka S. F. Ahmed & Co.

51

Statement of Financial Position
As at June 30, 2013
Amount in BDT
Notes
2013 2012
ASSETS
Non-Current Assets 1,348,085,175 1,011,008,359
Property, Plant and Equipment 5A 656,752,982 428,852,265
Leased Assets 6A 20,088,937 22,321,040
Capital Work in Progress 7A 304,499,176 284,399,016
Investment in Subsidiary Company 8 366,744,080 275,436,038
Current Assets 1,162,527,391 378,949,692

Inventories 9A 71,421,299 59,183,694
Advances, Deposits and Prepayments 10A 350,294,475 206,164,957
Trade & Other Receivables 11A 216,616,557 112,836,417
Fixed Deposits with Banks 100,000,000 -
Cash and Cash Equivalents 12A 424,195,060 764,624
TOTAL ASSETS 2,510,612,566 1,389,958,051
Shareholders' Equity 1,995,325,447 958,272,329

Share Capital 13 780,000,000 350,000,000
Share Premium 14 408,766,054 -
Revaluation Surplus 15A 393,712,023 219,364,973
Total Equity 1,995,325,447 958,272,329

Term Loan against Machinery 17A 35,723,748 49,406,883
Deferred Tax Liability 18A 11,997,326 6,847,615
Lease Obligation 19 5,708,121 11,704,869

Accounts and Other Payables 20A 28,335,499 27,563,656
Accruals and Provisions 21A 45,698,465 36,992,007
Short Term Loan 22A 367,790,679 280,932,823
Current portion of Term Loan against Machinery 17A 14,036,533 11,865,588
Current portion of Lease Obligation 19 5,996,748 6,372,281
TOTAL EQUITY AND LIABILITIES 2,510,612,566 1,389,958,051

Net Asset Value per Share 23A 25.58 19.96

Dated, Dhaka; S. F. Ahmed & Co.

52
Consolidated Statement of Comprehensive Income
For the year ended June 30, 2013
Amount in BDT
Notes
2013 2012
Revenue 24 625,680,209 558,666,376

Cost of Goods Sold 25 (344,964,603) (303,724,488)
Gross Profit 280,715,606 254,941,888
Operating Expenses (69,878,146) (71,459,066)

Administrative Expenses 26 (43,995,827) (36,908,243)
Selling & Distribution Expenses 27 (25,882,319) (34,550,823)
Profit from Operation 210,837,460 183,482,822
Interest & Other Income 28 81,202,332 1,680,703
Financial Expenses 29 (70,741,354) (55,388,068)

Net Profit from Operation 221,298,438 129,775,457
Provision for Workers' Profit Participation Fund (10,533,806) (6,177,312)
Net Profit before Tax 210,764,632 123,598,145
Provision for Income Tax (62,568,386) (45,272,506)

Current Tax Expense 21.01 (57,132,646) (41,349,584)
Deferred Tax Expense 18 (5,435,740) (3,922,922)
Net Profit after Tax 148,196,246 78,325,639
Non Controlling Interest (80) (67)

Net Profit after tax attributable to Ordinary
148,196,166 78,325,572
Shareholders of the Company
Other Comprehensive Income

Revaluation Surplus of the Company 128,671,642 -
Share of revaluation surplus from subsidiary 51,419,256 -
Revaluation Surplus of Subsidiary Company 51,419,359 -
Non controling Interest (103) -
Total Comprehensive Income 328,287,064 78,325,572
Earning Per Share (EPS) on net operating profit after tax 1.53 1.62
Earning Per Share (EPS) on other Income after tax 0.90 0.02
Earning Per Share for the year 30 2.43 1.64

53

Statement of Comprehensive Income
Amount in BDT
Notes
2013 2012
Revenue 24A 418,690,575 351,919,570

Cost of Goods Sold 25A (219,950,833) (178,038,240)
Gross Profit 198,739,742 173,881,330

Administrative Expenses 26A (36,682,249) (30,172,971)
Selling & Distribution Expenses 27A (23,522,162) (30,651,698)

Interest & Other Income 28A 79,615,582 1,029,714
Financial Expenses 29A (61,629,475) (38,775,702)
Provision for Workers' Profit Participation Fund (7,450,420) (3,584,789)
Net Profit before Tax 149,071,018 71,725,884
Provision for Income Tax (40,763,638) (27,006,415)

Current Tax Expense 21A.01 (35,613,926) (23,574,222)
Deferred Tax Expense 18A (5,149,712) (3,432,193)
Net Profit after Tax 108,307,380 44,719,469

Revaluation Surplus of the Company 128,671,642 -
Share of profit from subsidiary 39,888,786 33,606,103
Share of revaluation surplus from subsidiary 51,419,256
Revaluation Surplus of Subsidiary Company 51,419,359 -
Non controling Interest (103) -
Earning Per Share (EPS) on net operating profit after tax 1.53 1.62
Earning Per Share (EPS) on other Income after tax 0.90 0.02
Earning Per Share for the year 30A 2.43 1.64

54
Consolidated Statement of Changes in Equity
Amount in BDT
Share Revaluation Retained

Particulars Share Capital Earnings Total
Premium Surplus
(Restated)
Balance as at 01.07.2011 350,000,000 - 225,346,706 318,269,063 893,615,769

Deferred expenses written off
- - - (13,669,012) (13,669,012)
(retrospective effect BAS-8)
Restated Opening Balance as at
350,000,000 - 225,346,706 304,600,051 879,946,757
01.07.2011
Depreciation adjustment on
revaluation surplus - - (5,981,733) 5,981,733 -
Net Profit after Tax - - - 78,325,639 78,325,639

Share of non controlling Interest - - - (67) (67)
Balance as at 30.06.2012 350,000,000 - 219,364,973 388,907,356 958,272,329
Balance as at 01.07.2012 350,000,000 - 219,364,973 388,907,356 958,272,329

Depreciation adjustment on
revaluation surplus - - (5,743,848) 5,743,848 -
Issuance of odinary share (IPO) 300,000,000 408,766,054 - - 708,766,054

Issuance of Bonus Share 130,000,000 - - (130,000,000) -
Revaluation surplus on fixed asset
during the year - - 180,091,001 - 180,091,001
Share of non controlling interest - - (103) (80) (183)
Balance as at 30.06.2013 780,000,000 408,766,054 393,712,023 412,847,370 1,995,325,447

55

Statement of Changes in Equity
Amount in BDT
Share Revaluation Retained

Particulars Share Capital Earnings Total
Premium Surplus
(Restated)
Balance as at 01.07.2011 350,000,000 - 225,346,706 318,269,063 893,615,769

Deferred Expenses Written off
- - - (13,669,012) (13,669,012)
(retrospective effect IAS-8)
Restated Opening Balance as at
350,000,000 - 225,346,706 304,600,051 879,946,757
01.07.2011
Depreciation Adjustment on - - (5,981,733) 5,981,733 -
Revaluation Surplus
Balance as at 30.06.2012 350,000,000 - 219,364,973 388,907,356 958,272,329
Balance as at 01.07.2012 350,000,000 - 219,364,973 388,907,356 958,272,329

Depreciation Adjustment on
- - (5,743,848) 5,743,848
Revaluation Surplus -
Issuance of Ordinary Shares (IPO) 300,000,000 408,766,054 - - 708,766,054
Issuance of Bonus Shares 130,000,000 - - (130,000,000) -
Share of Profit from Subsidiary - - - 39,888,786 39,888,786
Revaluation Surplus on Fixed

Asset during the year :
The Company - - 128,671,642 - 128,671,642
Share of Subsidiary Company - - 51,419,256 - 51,419,256
Balance as at 30.06.2013 780,000,000 408,766,054 393,712,023 412,847,370 1,995,325,447
Signed in terms of our separate report of even date annexed.

56
Consolidated Statement of Cash Flows
Amount in BDT
2013 2012
Cash Flows from Operating Activities
Collections from Customers 590,411,807 543,285,206
Payments for Operating Costs & Other Expenses (355,742,202) (396,814,088)

Tax paid (58,381,748) (65,957,605)
Net Cash generated from Operating Activities 176,287,857 80,513,513
Cash Flows from Investing Activities
Acquisitions of Property, Plant and Equipment (142,282,392) (75,222,040)

Capital Work in Progress (22,100,160) (374,644)
Short Term Investment (100,000,000) -
Advance Finance to Contract Farmers & others (138,688,486) (132,546,434)
Net Cash used in Investing Activities (403,071,038) (208,143,118)
Cash Flows from Financing Activities

Payment against finance lease (6,372,281) (5,372,394)
Borrowings from Banks/Financial Institutions 15,296,234 192,578,227
Share Premium 408,766,054 -

Issuane of ordinary share 300,000,000 -
Net cash provided by financing activities 646,948,653 131,817,765
Net changes in cash and cash equivalents 420,165,472 4,188,160
Cash and cash equivalents at the beginning of the year 4,881,851 693,691
Cash and cash equivalents at the end of the year 425,047,323 4,881,851
Operating Cash flow Per Share 2.26 1.68
Signed in terms of our separate report of even date annexed.

57

Statement of Cash Flows
Amount in BDT
2013 2012

Payments for Operating Costs & Other Expenses (266,116,600) (217,460,425)
Tax paid (39,427,309) (65,854,375)

Acquisitions of Property, Plant and Equipment (122,872,992) (73,766,690)
Capital Work in Progress (20,100,160) (374,644)
Short Term Investment (100,000,000) -
Advance Finance to Contract Farmers & others (138,688,486) (132,546,434)

Payment against finance lease (6,372,281) (5,372,394)
Borrowings from Banks/Financial Institutions 75,345,666 188,753,264
Share Premium 408,766,054 -
Issuane of ordinary share 300,000,000 -
Net cash provided by financing activities 716,109,964 144,605,168
Net changes in cash and cash equivalents 423,430,436 318,119
Cash and cash equivalents at the beginning of the year 764,624 446,505
Cash and cash equivalents at the end of the year 424,195,060 764,624
1.14
Operating Cash flow Per Share 1.30

58
Notes to the Consolidated Financial Statements
For the year ended on June 30, 2013
1. Reporting Entity
Company profile
Golden Harvest Agro Industries Limited was incorporated on August 10, 2004 as a
Private Limited Company; vide Reg. No.-C-53850(515)/2004 under the Companies
Act, 1994 and converted to public limited company on 30 June 2010.The company
has been listed to both Dhaka and Chittagong Stock Exchange on 04 March 2013.
The principal place of business and the registered office of the Company is at SPL
Western Tower, Level # 5, Space Code # 502, 186, Gulshan,-Tejgaon Link Road,
Tejgaon Industrial Area, Dhaka-1208. The factory is located at Bokran, Monipur,
Bobanipur, Gazipur Sadar, Gazipur.
Nature of Business Activities

The Company owns and operates the business of growing, procuring, purchasing,
processing, packaging, warehousing, transporting, exporting, importing, distributing
and selling agriculture based food, food products, The company manufactures,
imports and exports all kinds of food items, frozen & dry foods, jam jelly, sauce, pick-
les, fruits and all kinds of allied products, vegetables, candy and any other allied prod-
ucts for the benefit of the company. As per the object clause of the Memorandum the
company could also establish any industrial processing unit based on agro based raw
materials products within the country and export the same or meet local demand.
1.2 Subsidiary Company

1.2.1 Golden Harvest Ice Cream Limited (Previous name was Golden Harvest Fish
Processing Limited)
Golden Harvest Ice Cream Limited formerly known as Golden Harvest Sea Food and
Fish Processing Limited was incorporated on January 05, 2005, vide Reg. No.-C-
55601(2285)/05 under the Companies Act, 1994. The objectives of the company are
to carry out the business, promote & establish factories and chain shop or shops;
manufacture and manage food and food items, Dairy, Ice Cream, baby food, soft
drink, mineral water, salt & iodised salt and allied products in Bangladesh and setting
ventures and business is in connection therewith. Golden Harvest Agro Industries
Limited acquired 99.9998% of shares of Golden Harvest Sea Food and Fish Processing
Limited by exchanging its own shares and acquired its 4,99,999 Ordinary Shares.
59
Golden Harvest Sea Food and Fish Processing Limited’ (GHSFFPL), has been converted
into Golden Harvest Ice Cream Limited (GHICL) on 16th May 2013 through the office
of Registrar of Joint Stock Companies and Firms.
Golden Harvest Ice Cream will launch a wide range of Ice Creams including new varie-
ties alongside regulars such Ice Pop, Lollies (Bi Flavours, Tri flavours and Twisters),
variety of Choc-bars and Cones, Cups, Liters and Ice Cream Cakes, Sorbets etc. Also
the Golden Harvest Agro is the Parent company of Golden Harvest Ice Cream Ltd.
2. Basis of Preparation of Financial Statements

2.1 Basis of Measurement of Elements of Financial Statements
The financial statements have been prepared under the Historical Cost convention as
modified to include the revaluation of certain fixed assets which are stated at revalued
amount. Accordingly, historical cost is employed to determine the monetary amounts
at which the elements of the financial statements are to be recognized and carried in
the statement of financial position and statement of comprehensive income.
Under the Historical Cost, assets are recorded at the amount of cash equivalents paid
or the fair value of the consideration given to acquire them at the time of their acquisi-
tion. Liabilities are recorded at the amount of proceeds received in exchange for the
obligation, or in some circumstances (for example, income taxes), at the amounts of
cash or cash equivalents expected to be paid to satisfy the liability in the normal
course of business.
2.2 Statement on Compliance with Local Laws
The financial statements have been prepared in compliance with the requirements of
the Companies Act, 1994, Securities and Exchange Rules, 1987 and other relevant
local laws as applicable.
2.3 Statement on Compliance of Bangladesh Accounting Standards
The financial statements have been prepared in accordance with the applicable
Bangladesh Accounting Standards (BAS) and Bangladesh Financial Reporting
Standard (BFRS) adopted by the Institute of Chartered Accountants of Bangladesh
(ICAB) based on International Accounting Standards (IAS) and International Financial
Reporting Standards (IFRS).
2.4 Going Concern
At each year end management of the Company makes assessment of going concern
as required by BAS-1. The company has adequate resources to continue in operation
for the foreseeable future and has wide coverage of its liabilities. For this reason, the
directors continue to adopt going concern assumption while preparing the financial
statements.
60
2.5 Accrual Basis of Accounting
The financial statements have been prepared, except cash flow information, using the
accrual basis of accounting.
2.6 Functional and presentation currency
The financial statements are prepared and presented in Bangladesh Taka/BDT, which
is the company’s functional currency. The Company earns its major revenues in BDT
and all other incomes/expenses and transactions are in BDT and the competitive forces
and regulations of Bangladesh determine the sale prices of its goods and services.
Further, the entire funds from financing activities are generated in BDT.
2. Basis of Preparation of Financial Statements (Contd.)
2.7 Use of Estimates and Judgments
The preparation of financial statements in conformity with Bangladesh Financial
Reporting Standards 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 and for contingent assets and
liabilities that require disclosure, during and at the date of the financial statements.
Actual results may differ from these estimates. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions of accounting estimates are recognized
in the period in which the estimate is revised and in any future periods affected as
required by BAS 8: “Accounting Policies, Changes in Accounting Estimates and
Errors”.
2.8 Basis of Consolidation of Operations of Subsidiary
The financial statements of the company and its subsidiaries, as mentioned in
note-1.2, have been consolidated in accordance with Bangladesh Accounting
Standard (BAS) 27 “Consolidated and Separate Financial Statements” and
Bangladesh Financial Reporting Standard 3 “Business Combination”. Figures used in
the consolidated financial statements are based on the audited financial statements of
Golden Harvest Ice Cream Limited. Intra-group balances and unrealized income and
expenses arising from intra-group transactions, have been eliminated in preparing the
consolidated financial statements.
2.9 Equity Accounting
The investment in the subsidiary company has been accounted for under Equity
Accounting Method in terms of paragraph 38(b) of BAS 27, “Consolidated and
Separate Financial Statements.
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2.10 Structure, Content and Presentation of Financial Statements

Being the general purpose financial statements, the presentation of these financial
statements is in accordance with the guidelines provided by BAS 1: “Presentation of
Financial Statements”. A complete set of financial statements comprise:
i) Statement of Financial Position as at June 30, 2013;
ii) Statement of Comprehensive Income for the year ended June 30, 2013;
iii) Statement of Changes in Equity for the year ended June 30, 2013;
іv) A statement of Cash Flows for the year ended June 30, 2013; and
v) Notes comprising a summary of significant accounting policies and other explanatory
information to the accounts for the year ended June 30, 2013
2.11 Reporting Period
The reporting period of the company covers one year from 1 July to 30 June.
3. Significant accounting policies

3.1 Revenue
In compliance with requirements of BAS-18: Revenue, revenue receipts from
customers against sales is recognized when significant risk and rewards of ownership
have been transferred to buyer, recovery of the consideration is probable, the
associated costs and possible return of goods can be estimated reliably and there is no
continuing management involvement with the goods. Revenue is recognized net of
value added tax, supplementary duty and service charge collectible from clients as well
as rebate and discount allowed to customers in compliance with the requirements of
BAS 18: “Revenue”.
3.2 Property, Plant and Equipment
Initial Recognition and Measurement
An item shall be recognized as property, plant and equipments if, and only it is prob-
able that future economic benefits associated with the item will flow to the entry, and
the cost of the item can be measured reliably.
Property, plant and equipment are initially recognized at cost and subsequently land,
buildings & civil constructions and plant & machineries are stated at fair value. The
property, plant and equipment are presented at cost/fair value, net of accumulated
depreciation and/or accumulated impairment losses, if any. The cost of an item of
property, plant and equipment comprises its purchase price, import duties and
non-refundable taxes, after deducting trade discount and rebates, and any costs
directly attributable to bringing the asset to the location and condition necessary for
it to be capable of operating in the intended manner. The cost also includes the cost
of replacing part of the property, plant and equipment and borrowing costs for
long-term debt availed for the construction/Implementation of the PPE, if the
recognition criteria are met.
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Subsequent costs
The cost of replacing part of an item of property, plant and equipments is recognised
in the carrying amount of an 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 the profit and loss account as `Repair & Maintenance ‘when it is
incurred.
Subsequent Measurement
Property, Plant and equipment are disclosed at cost less accumulated depreciation
consistently over years. On 30 June 2009, 30 June 2011 and 30 June 2013. Land and
Land Developments, Building and other constructions and Plant and Machinery have
been revalued to reflect fair value (prevailing market price) thereof following “Current
Cost Method”.
Depreciation on Property, Plant and Equipment
Depreciation is provided to amortize the cost or valuation of the assets after
commissioning, over the period of their expected useful lives, in accordance with the
provisions of BAS 16: Property Plant and Equipment. Depreciation of an asset begins
when it is available for use, i.e. when it is in the location and condition necessary for
it to be capable of operating in the manner intended by management. Depreciation
of an asset begins when it is available for use. Depreciation is charged on all Property,
Plant and Equipment except land and land developments on reducing balance
method at the following rates:
Particular of Assets Rate of Depreciation

Buildings and other constructions 2.5%
Plant & Machinery 5%
Office Equipment 10%
Furniture and Fixtures 10%
Vehicle 10%
Freezer 10%
Impairment
At each year end, the company assesses whether there is any indication that the
carrying amount of an asset exceeds its recoverable amount. An impairment loss is
recognized as an expense in the statement of comprehensive income in accordance
with the provision of Bangladesh Accounting Standards BAS 36 unless the asset is
carried at revalued amount in accordance with BAS 16. No impairment loss was
recognized for the year ended 30 June 2013 as there were no such indication existed
as on the that date.
63
Revaluation of Property Plant and Equipment of Golden Harvest Agro

Industries Limited
The Company made revaluation of the Company’s Land and Land developments,
Buildings and Plant and Machinery as of 30 June 2009, 30 June 2011 and 30 June
2013 to reflect fair value thereof in terms of Depreciated current cost thereof.
Revaluation of Property, Plant and Equipment of Golden Harvest Ice Cream
Limited
The Company made revaluation of the Company’s Land and Land developments and
Plant and Machinery as of 30 June 2009, 30 June 2011 and 30 June 2013 to reflect
fair value thereof in terms of Depreciated current cost thereof.
The increase in the carrying amount of revalued assets is recognized in the separate
component of equity under the head Revaluation Surplus. Other Fixed Assets were
kept outside the scope of revaluation works. These are expected to be realizable at
written down value (WDV) thereof mentioned in the statement of financial position of
the company.
3.3 Capital work-in-progress:
Property, plant and equipment under construction/acquisition have been accounted
for as capital work-in-progress until construction/acquisition is completed and
measured at cost.
3.4 Inventories
Inventories stated at lower of cost and net realizable value as prescribed by BAS-2:
Inventories. The cost is calculated on FIFO method in a consistent manner. Costs
comprise of cost incurred in the normal course of business in bringing out the
inventories to its location and conditions. Where necessary, provision is made for
obsolete, slow moving and defective inventories identifies at the time if physical
verification of inventories.
Net realizable value is based on estimated selling price less any further costs expected
to be incurred to make the sale effective.
3.5 Cash and Cash Equivalents
Cash and cash equivalents consists of cash in hand and with banks on current,
deposit accounts and short term investments (FDR for the period of 1 to 3 months)
which are held and available for use by the company without any restriction. There is
insignificant risk of change in value of the same.
64
3.6 Earnings Per Share (EPS)
Basic Earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to
ordinary equity holders of the entity by the weighted average number of ordinary
shares outstanding during the year.
Diluted Earnings per Share
For the purpose of calculating diluted earnings per shares, the company adjust profit
or loss attributable to each ordinary equity holders, and weighted average number of
shares outstanding, for the effects of all dilutive potential ordinary shares. As the
company has no dilutive potential ordinary shares during the reporting period, diluted
earnings per share has not been calculated.
3.7 Foreign Currency Transactions
Foreign currency transactions are recorded, on initial recognition in the functional
currency at the spot exchange rate ruling at the transaction date.
At the end of each reporting period in compliance with the provision of BAS 21: The
Effects of Changes in Foreign Exchange Rates.
(a) Foreign currency monetary items are translated using the closing rate.
(b) Non-monetary items that are measured in terms of historical costs in a foreign
currency are translated using the exchange rate at the date of the transaction.
(c) Non-monetary items that are measured at fair value in a foreign currency is translated
using the exchange rate at the date when the fair value is determined.
Exchange differences arising on the settlement of monetary items or on translating
monetary items at rate different from those at which they were translated on initial
recognition during the period or in previous financial statements is recognized in profit
or loss in the period in which they arise.
3.8 Borrowing Cost
In compliance with the requirement of BAS-23 (borrowing cost), borrowing cost that
are directly attributable to the acquisition, construction or production of a qualifying
asset form part of the cost of the asset and, therefore capitalised. Other borrowing
costs are recognised as an expense
3.9 Workers’ Profit Participation Fund (WPPF)
The Company provides 15% of its profit before Tax after charging contribution to
WPPF in accordance with the Bangladesh Labour Act, 2006.
3.10 Provisions, Accrued Expenses and Other Payables
Provisions and accrued expenses are recognized in the financial statements in line with
the Bangladesh Accounting Standard (BAS) 37 “Provisions, Contingent Liabilities and
Contingent Assets” when
65
• the Company has a legal or constructive obligation as a result of past event.

• it is probable that an outflow of economic benefit will be required to settle the
obligation.
• a reliable estimate can be made of the amount of the obligation.
Other Payables are not interest bearing and are stated at their nominal value
3.11 Financial Instruments
Financial assets include available for sale assets, held to maturity assets, assets held for
trading, loans and receivable and cash and cash equivalent.
Financial liabilities include borrowings, others financing and bank loan and accounts
payables.
Recognition
An entity recognizes a financial assets or liabilities in its statement of financial position

when, and only when, the entity becomes a party to the contractual provision of the
instrument.
Subsequent Measurement
Measurement
Asset Category Description after initial Recognition
recognition
Available for sale Financial assets that Fair Value i) Realized gain-loss/Dividend
Financial assets: are either electively Income/Interest income to
1. FDR designated into the Statement of comprehensive
category or do not income.
fall into any other ii) Unrealized gain-loss to
category. Statement of Comprehensive
Income.
Loans and receivables: Unquoted financial Amortized Realized gain-loss/Interest Income

1. Trade Receivable assets with fixed or cost/cost foreign currency gain loss to
2. Other Receivable determinable payments. Statement of Comprehensive
3. Advance Deposit and Income.
prepayment
Financial liabilities at All financial liabilities Amortized cost Realized gain-loss/Interest Income
cost/amortized cost: other than those at fair foreign currency gain loss to
1. Short term loan. value through profit Statement of Comprehensive
2. Trade creditors and loss. Income.
3. Others payables.
66
3.12 Leases
Leases are classified as per BAS-17.
Finance Lease
A lease is classified as a finance lease if it transfers substantially all the risks and
rewards incident to ownership.
• at commencement of the lease term, finance leases is recorded as an asset and a
liability at the lower of the fair value of the asset and the present value of the mini-
mum lease payments (discounted at the interest rate implicit in the lease)
• finance lease payments should be apportioned between the finance charge and the
reduction of the outstanding liability (the finance charge to be allocated so as to
produce a constant periodic rate of interest on the remaining balance of the liability)]
• the depreciation policy for assets held under finance leases is consistent with that for
owned assets
Operating Lease
For operating leases, the lease payment has been recognized as an expense in the
income statement over the lease term on a straight-line basis.
3.13 Segment Reporting
No geographical segment reporting is applicable for the Company as required by BAS
14:”Segment reporting”, as the Company operates in a single geographical area.
3.14 Statement of Cash Flows
The Statement of Cash Flows has been prepared in accordance with the requirements
of BAS 7: Statement of Cash Flows. The cash generating from operating activities has
been reported using the Direct Method as prescribed by the Securities and Exchange
Rules, 1987 and as the benchmark treatment of BAS 7 whereby major classes of gross
cash receipts and gross cash payments from operating activities are disclosed.
3.15 Related Party Disclosures
The Company carried out a number of transactions with related parties. The informa-
tion as required by BAS 24: “Related party Disclosure” has been disclosed in a sepa-
rate notes to the accounts (Note-32.3).
3.16 Taxation
Current Tax
Current Tax is calculated and provision is made in accordance the Income Tax
Ordinance, 1984. The corporate tax rate for the Company is 27.5%.
67
Deferred Tax
Deferred Tax is calculated and provision is made in accordance with BAS-12. Deferred
Tax has been provided for on temporary timing deference on depreciation during the
year at 27.50% with effect from 1st July 2010.
Deferred tax assets and liabilities are measured at the tax rate that are expected to
apply to the periods when the assets and liabilities giving rise to them are realized or
settled, based on the tax rates (tax law) that have been enacted or substantively
enacted by the reporting date. The measurement reflects the consequences that
would follow from the manner in which the group, at the reporting date, recovers or
settles the carrying amount of its assets and liabilities.
3.17 Contingent Assets and Liabilities
A Contingent asset is disclosed when it is a possible asset that arises from the 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.
A contingent liability is disclosed when it is a possible obligation that arises from the
past events and whose existence will be confirmed only by the occurrence or non-
the entity.
The Company has no contingent assets or liabilities which require disclosures under
BAS:37. Contingent assets and contingent liabilities are not recognized in the financial
statements.
3.18 Comparative Information
Comparative information has been disclosed in respect of the previous year for all
numerical information in the current financial statement. Narrative and descriptive
information for comparative information have also been disclosed whenever it is
relevant for understanding of current year’s financial statements.
4 Risk Exposure
4.1 Interest Rate Risk
Interest rate is concerned with borrowed funds of short term & long-term maturity.
Interest rate risk is the risk that Company faces due to unfavorable movements in the
interest rates. Volatility in money market & increase demand for loans /investment
funds raise the rate of interest. A change in the government’s policy also tends to
increase the interest rate. High rate of interest enhances the cost of fund of a com-
pany. Such rises in interest rates however mostly affect companies having floating rate
loans.
68
Management Perception
Golden Harvest Agro Industries Ltd. maintains low debt/ equity ratio; and accordingly,
adverse impact of interest rate fluctuation is insignificant. The project was started with
the Company’s own funds and the capacity was also expanded with own funds. Addi-
tionally, the management of the Company emphasizes on equity base financing to
reduce the dependency on borrowing. Therefore, management perceives that the
fluctuation of interest rate on borrowing would have little impact upon the perfor-
mance of the Company.
4.2 Exchange Rate Risk
If exchange rate is increased against local currency opportunity is created for getting
more revenue against sale in local currency. On the other hand if exchange rate goes
down margin is squeezed in local currency.
The products of the company are sold against foreign (1.66%) as well as local
currency (98.34%) and payments for raw materials are also made mostly in local
currency. The exchange rate of the country traditionally witnessed upward trends,
which makes ample opportunity of export. If foreign exchange rate rises, export will
increase and local sales will be less and vice versa. Therefore, volatility of exchange
rate will have no impact on profitability of the Company.
4.3 Industry Risks
Industry risk refers to the risk of increased competition from foreign and domestic
sources leading to lower prices, revenues, profit margin, and market share which
could have an adverse impact on the business, financial condition and results of
operation. Agro industry in Bangladesh is an emerging sector with vast local demand
for its different product lines. Locally produced frozen products now play a significant
role in this sector, which has been dominated by imports in the past. However, the
infrastructure required for this industry is inadequate in Bangladesh, as can be noted
below:
• No organized collection centers for agricultural produce exist in Bangladesh; as a
result, there is a high fluctuation in prices both for the growers and for processors.
• Absence of Cold Storage or Cold Chains although the whole process of collection,
processing and distribution depends on cold temperature maintenance due to the
nature of the finished product.
Golden Harvest Agro Industries Ltd. has established its brand name in Frozen Food
market with its quality products, range of products and customer services. However,
69
to develop an infrastructure, both public and private sector participation is required.

This is the focal point of Golden Harvest’s future expansion plans. To eliminate fluctua-
tion in prices both for the growers and for the processors, Golden Harvest will organ-
ize collection centers to eliminate intermediary cost for both the parties. Deploying
15,000 refrigerators with 24 cold storages at -30 degree Celsius nationwide, Golden
Harvest will have infrastructure backbone of Cold Chain which will ensure proper
supply of Frozen Foods all over the country through its 50 temperature controlled
transport. Our neighboring country like India has over 50 cold chains, generating
revenue over US$3.5 billion which is targeted to reach US$8.5 Billion by 2015.
4.4 Market Risks

Market risk refers to the risk of adverse market conditions affecting the sales and
profitability of the company. Mostly, the risk arises from falling demand for the
product or service which would harm the performance of the company. On the other
hand, strong marketing and brand management would help the company to increase
their customer base.
Market for Ready to Cook frozen foods in Bangladesh is growing at an exponential
rate with growth of urbanization and incremental income level of consumers along
with their preference to convenience. In spite of high growth of this market, there is
scarcity of investment in this sector which creates a huge demand-supply gap result-
ing in very expensive imports. International market for Ready to Cook frozen food
sector is already matured and is growing further at a high rate. Golden Harvest Agro
Industries Ltd. is one of the earliest entrants in international market with very promis-
ing and loyal customer base in USA, Canada, Australia, Europe and Middle East. In
Bangladesh market, Golden Harvest has made a rapid penetration and has captured
the leading position with its unique branding and positioning strategy taking opportu-
nity of this fast growing market.
4.5 Operational Risks

The core business operation of Golden Harvest Agro Industries Ltd. is directly related
to very low temperature maintenance. Country wide shortage of power is compelling
the company to utilize captive power which builds up cost. Also port congestion and
inland immobility due to political instability poses a great operational risk to Golden
Harvest Agro Industries Ltd.
70
Bangladesh Government is meeting this challenge by opening the energy generation
to private sector; and also making massive investment, which is expected to ensure
availability of energy for uninterrupted operation. The company perceives that
allocation of its resources properly with contingency approaches can reduce this risk
factor to great extent. However, in order to minimize the operational risks due to
shortage of power supply, Golden Harvest Agro Industries Ltd. itself has own captive
sources of power Generators in addition of existing REB (Rural Electrification Board)
sources that will support production and also planning to engage more capacity of
power generation to cope with the coming needs. Moreover proposed projects will
have requisite back up captive power support to run their daily operation without any
hindrance.
4.6 Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet
its obligations on time or at a reasonable price.
he Company's approach to managing liquidity is to ensure, as far as possible, that it
will always have sufficient liquidity to meet its liabilities when due, under both normal
and stressed conditions, without incurring unacceptable losses or risking damage to
the Company's reputation. Typically, management ensures that it has sufficient cash
and cash equivalent to meet expected operational expenses, including the servicing of
financial obligation through preparation of the cash forecast, prepared based on time
line of payment of the financial obligation and accordingly arrange for sufficient
liquidity/fund to make the expected payment within due date.
71
72
5. Property, Plant and Equipment
Consolidated
Amount in BDT
Cost/Valuation Depreciation
Written Down
Item of Property, Plant and Equipment Balance as on Addition for Balance as on Balance as on Charged for Balance as on Value as of
Rate
01.07.2012 the year 30.06.2013 01.07.2012 the year 30.06.2013 30.06.13
At Historical Cost:
Land and Land Development 19,852,994 15,125,450 34,978,444 0.0% - - - 34,978,444
Buildings and other constructions 129,289,847 2,256,070 131,545,917 2.5% 13,691,587 2,890,110 16,581,698 114,964,220
Plant and machinery 121,648,262 2,705,844 124,354,106 5.0% 33,139,067 4,494,874 37,633,940 86,720,166
Office Equipment 3,872,580 417,608 4,290,188 10.0% 1,092,119 294,415 1,386,534 2,903,654
Furniture and Fixtures 18,205,480 9,351,420 27,556,900 10.0% 4,366,704 1,905,053 6,271,756 21,285,144
Vehicle 8,177,154 8,177,154 10.0% 2,861,443 531,571 3,393,014 4,784,139
Freezer 80,603,294 112,426,000 193,029,294 10.0% 9,194,329 12,975,345 22,169,674 170,859,620
A. Sub Total of 30.06.2013 381,649,611 142,282,392 523,932,003 64,345,249 23,091,367 87,436,617 436,495,387
At Revaluation:
B. Sub Total of 30.06.2013 284,442,574 180,091,001 464,533,575 12,458,627 5,743,848 18,202,475 446,331,100
Total (A+B) of 30.06.2013 666,092,185 322,373,393 988,465,578 76,803,876 28,835,215 105,639,092 882,826,487
Total of 30.06.2012 590,870,145 75,222,040 666,092,185 52,828,162 23,975,715 76,803,876 589,288,309
Charged to: 2012-13 2011-12
Administrative expenses 20% 5,767,043 4,795,143
Manufacturing expenses 80% 23,068,172 19,180,572
28,835,215 23,975,715
Note (i). Land, Building, Plant & Machinery and equipments are mortgaged to Mercantile Bank Ltd. Gulshan Branch against term loan and working capital (CC hypo) facilities according to
their sanction terms.
Note (ii). The Company (GHAIL) and its subsidiary company Golden Harvest Ice Cream Ltd. (GHICL) revalued their Lands, Buildings, and Plant & Machinery as of 30 June 2009, 2011 and
2013 by their Valuer, Ata Khan & Co, Chartered Accountants following "Current Cost Method", resulting the following surplus:
Land & Land Development Buildings and other constructions Plant and machinery
Particulars
GHAIL GHICL Total GHAIL GHICL Total GHAIL GHICL Total
Depreciated
Original Cost:
2008-2009 6,766,812 12,263,392 19,030,204 60,896,552 - 60,896,552 27,747,622 43,900,668 71,648,290

2010-2011 39,600,000 46,000,000 85,600,000 173,337,972 - 173,337,972 51,232,043 73,284,835 124,516,878
2012-2013 59,400,000 84,948,240 144,348,240 208,051,766 - 208,051,766 68,832,900 81,670,022 150,502,922
Depreciated
Current Cost:
2008-2009 39,600,000 46,000,000 85,600,000 121,647,660 - 121,647,660 43,536,243 63,776,758 107,313,001
2010-2011 59,400,000 69,000,000 128,400,000 213,508,920 - 213,508,920 72,509,790 90,493,099 163,002,889
2012-2013 118,800,000 130,000,000 248,800,000 272,812,801 - 272,812,801 73,343,507 88,037,621 161,381,128
Revaluation
Surplus:
2008-2009 32,833,188 33,736,608 66,569,796 60,751,108 - 60,751,108 15,788,621 19,876,090 35,664,711
2010-2011 19,800,000 23,000,000 42,800,000 40,170,948 - 40,170,948 21,277,747 17,208,264 38,486,011
2012-2013 59,400,000 45,051,760 104,451,760 64,761,035 - 64,761,035 4,510,607 6,367,599 10,878,206
112,033,188 101,788,368 213,821,556 165,683,091 - 165,683,091 41,576,975 43,451,953 85,028,928
Summary :
Year GHAIL GHICL Total
2008-2009 109,372,917 53,612,698 162,985,615
2010-2011 81,248,695 40,208,264 121,456,959
2012-2013 128,671,642 51,419,359 180,091,001
319,293,254 145,240,321 464,533,575
73
74
5A. Property, Plant and Equipment
The Company
Cost/Valuation Depreciation Written Down

Item of Property, Plant and
Balance as on Addition for Balance as on Balance as on Charged for Balance as on Value as of
Rate
Equipment
01.07.2012 the year 30.06.2013 01.07.2012 the year 30.06.2013 30.06.13
At Historical Cost:
Land and Land Development 6,766,812 6,766,812 0.0% - - - 6,766,812
Office Equipment 2,451,575 417,608 2,869,183 10.0% 568,191 204,707 772,898 2,096,285
Furniture and Fixtures 16,507,995 5,067,470 21,575,465 10.0% 3,929,687 1,350,611 5,280,298 16,295,167
Vehicle 3,496,932 - 3,496,932 10.0% 668,484 282,845 951,329 2,545,603
Freezer 80,603,294 112,426,000 193,029,294 10.0% 9,194,329.40 12,975,345.00 22,169,674 170,859,620
A. Sub Total of 30.06.2013 289,757,295 122,872,992 412,630,287 42,763,256 19,569,525 62,332,781 350,297,506
At Revaluation:
B. Sub Total of 30.06.2013 190,621,612 128,671,642 319,293,254 8,763,386 4,074,392 12,837,778 306,455,476
Total (A+B) of 30.06.2013 480,378,907 251,544,634 731,923,541 51,526,642 23,643,917 75,170,559 656,752,982
Total of 30.06.2012 406,612,217 73,766,690 480,378,907 32,591,672 18,934,970 51,526,642 428,852,265
(284,399,016)
Charged to: 2012-13 2011-12

23,643,917 18,934,970
6. Leased Assets (Finance Lease)
Consolidated Amount in BDT
Cost Depreciation
Written Down
Particulars Balance as on Addition for Balance as on Balance as on Charged for Balance as on Value
Rate
01.07.2012 the year 30.06.2013 01.07.2012 the year 30.06.2013 30.06.13
Vehicle 26,870,588 - 26,870,588 10.0% 4,549,548 2,232,103 6,781,651 20,088,937

Total of 30.06.2013 26,870,588 - 26,870,588 4,549,548 2,232,103 6,781,651 20,088,937
Total of 30.06.2012 14,503,921 12,366,667 26,870,588 2,069,432 2,480,116 4,549,548 22,321,040
Charged to: 2012-13 2011-12

Administrative expenses 20% 446,421 496,023
2,232,104 2,480,116
6A. Leased Assets (Finance Lease)

The Company
Amount in BDT
Cost Depreciation
Written Down
Particulars Balance as on Addition for Balance as on Balance as on Charged for Balance as on Value
Rate
01.07.2012 the year 30.06.2013 01.07.2012 the year 30.06.2013 30.06.13
Vehicle 26,870,588 - 26,870,588 10.0% 4,549,548 2,232,104 6,781,651 20,088,937

Total of 30.06.2013 26,870,588 - 26,870,588 4,549,548 2,232,104 6,781,651 20,088,937
Total of 30.06.2012 14,503,921 12,366,667 26,870,588 2,069,432 2,480,116 4,549,548 22,321,040
Charged to: 2012-13 2011-12

Administrative expenses 20% 446,421 496,023
2,232,104 2,480,116
75
Amount in BDT
30 June 2013 30 June 2012
7. Capital Work in Progress

Opening Balance 368,096,883 367,722,239
Add: Addition during the year 22,100,160 374,644
Less : Transferred to Property, Plant and Equipment - -
Closing Balance 390,197,043 368,096,883
7A. Capital Work in Progress

Opening Balance 284,399,016 284,024,372
Add: Addition during the year 20,100,160 374,644
Less : Transferred to Property Plant and Equipment - -
Closing Balance 304,499,176 284,399,016
8. Investment in Subsidiary Company

Golden Harvest Ice Cream Ltd. 275,436,038 241,829,935
Add: Share of net profit after tax of subsidiary 39,888,786 33,606,103
Add: Share of revaluation Surplus during the year of subsidiary 51,419,256 -
366,744,080 275,436,038
Golden Harvest Agro Industries Ltd. (GHAIL) acquired 99.9998% shares of
Golden Harvest Ice Cream Ltd (GHICL) on 30 June 2010 in exchange
for its own shares.
9. Inventories
Finished Goods 62,952,143 52,355,964
Raw Materials 36,959,789 28,672,938
Packing Materials 25,337,792 23,997,816
Stores in Transit 1,064,631 -
126,314,355 105,026,719
9A. Inventories
Finished Goods 36,706,898 29,089,250
Raw Materials 21,524,525 20,308,320
Stores in Transit 1,064,631 -
71,421,299 59,183,694
10. Advances, Deposits and Prepayments
Advance to Contract Farmer, Suppliers & Service Providers 420,175,965 276,584,007

Advance against Land 25,892,315 -
Advance Taxes 10,065,431 2,843,692
Advance VAT 1,096,058 2,707,862
Lease Deposits 736,470 805,510
457,966,239 282,941,071
10A. Advances, Deposits and Prepayments

Advance to Contract Farmer, Suppliers & Service Providers 339,449,008 200,691,483
Advance against Land - -
Advance Taxes 9,012,939 1,960,102
Advance VAT 1,096,058 2,707,862
Lease Deposits 736,470 805,510
350,294,475 206,164,957
This is unsecured and considered good.
(a) The maximum amount due from the Suppliers & Service Providers.
(b) No amount was due by the directors, managing agent, managers and other
officers of the company a nd any of them severally or jointly
with any other person.
11. Trade and Other Receivable

Trade Receivable (Note - 11.01) 191,132,573 165,425,324
Other Receivable (Note - 11.02) 20,701,877 11,451,216
211,834,450 176,876,541
76
Amount in BDT
30 June 2013 30 June 2012
11.01 Trade Receivable

Export Receivables 7,842,720 7,021,263
Local Sales Receivables 183,289,853 158,404,061
191,132,573 165,425,324
This is unsecured, considered good except for the portion of doubtful debtors and is falling
due within one year. Classification schedule as required by schedule XI of Companies
Act 1994 are as follows:
Consolidate Consolidate
SL Particulars Amount in BDT Amount in BDT
2013 2012
Accounts Receivable considered good in respect of which the company
I
is fully secured - -
Accounts Receivable considered good in respect of which the company holds no
II 190,607,123 164,759,400
security other than the debtor personal security
III Accounts Receivable considered doubtful or bad 525,450 665,924
IV Accounts Receivable due by any director or other officer of the company - -
V Accounts Receivable due by Common management - -
The maximum amount of receivable due by any director or other officer
VI
of the company - -
TOTAL 191,132,573 165,425,324
11.02 Other Receivable:
Export Incentive Receivable 11,933,383 11,451,216

Interest Receivable 8,768,494 -
Inter Company Transaction -
20,701,877 11,451,216
This is unsecured, considered good and is falling due within one year.
11A. Trade and Other Receivable

Trade Receivable (Note - 11A.01) 118,680,421 105,355,018
Other Receivable (Note - 11A.02) 97,936,136 7,481,399
216,616,557 112,836,417
11A.01 Trade Receivable

Export Receivables 7,842,720 7,021,263
Local Sales Receivables 110,837,701 98,333,755
118,680,421 105,355,018
11A.02 Other Receivable:

Interest Receivable: 8,768,494 -
Inter Company Transaction (Note - 11A.03) 81,512,826 -
97,936,136 7,481,399
11A.03 Inter Company Transaction
Golden Harvest Ice Cream Ltd. 81,512,826 -

81,512,826 -
This is unsecured and considered good.
12. Cash and Cash Equivalents
Cash in hand: 81,061 17,952

Cash in hand at Head Office 29,783 9,910
Cash in hand at Factory Office 51,278 8,042
Cash at bank (Note # 12.01) 18,394,279 4,863,899
Fixed Deposits with Banks (Period 1 to 3 months) (Note # 12.02) 406,571,983 -
425,047,323 4,881,851
77
Amount in BDT
30 June 2013 30 June 2012
12.01 Cash at Banks

Golden Harvest Agro Industries Ltd A/C No. 17,580,499 753,101
First Security Islami bank Ltd. CD-111 00 000 880 213,609 2,944
United Commercial Bank Ltd. CD-111 000 14410 4,112,557 -
Bankasia Ltd CD-05633000010 180,225 680,751
United Commercial Bank Ltd. CD-111 000000739 499,694 -
The City Bank Ltd. CD -11010046870001 274,667 -
The City Bank Ltd. HVT-2921004687001 10,949,114 -
The City Bank Ltd. USD-5121004687001 717,434 -
The City Bank Ltd. EURO 5121004687002 50,342 -
The City Bank Ltd. GBP 2151004687003 6,839 -
Dutch Bangla Bank Ltd. CD- 13813 524,001 67,602
Mercantile Bank Ltd. CD-012911100002020 52,017 1,804
Golden Harvest Ice Cream Ltd. 813,780 4,110,798

United Commercial Bank Ltd. CD A/c # 111000 14404 16,214 17,364
First Security Islami bank Ltd. CD A/c # 11100000897 12,644 4,010,139
Mercantile Bank Ltd. CD A/c # 012911100002037 784,922 83,295
18,394,279 4,863,899
12.02 Fixed Deposits with Banks (Period 1 to 3 months) 406,571,983 -
Mercatile Bank Limited 10,221,194 -

First Security Islami Bank Limited 14,360,043 -
Lankabangla Finance Limited 20,000,000 -
United Commercial Bank Limited 20,000,000 -
12A. Cash and Cash Equivalents

Cash in hand: 42,578 11,523
Cash in hand at Head Office 12,752 6,587
Cash in hand at Factory Office 29,826 4,936
Cash at bank (Note - 12A.01) 17,580,499 753,101
Fixed Deposits with Banks (Period 1 to 3 months)(Note - 12.02) 406,571,983 -
424,195,060 764,624
78
Amount in BDT
30 June 2013 30 June 2012
12A.01 Cash at Banks
Golden Harvest Agro Industries Ltd A/C No.

First Security Islami bank Ltd. CD-111 00 000 880 213,609 2,944
United Commercial Bank Ltd. CD-111 000 14410 4,112,557 -
Bankasia Ltd CD-05633000010 180,225 680,751
United Commercial Bank Ltd. CD-111 000000739 499,694 -
The City Bank Ltd. CD -11010046870001 274,667 -
The City Bank Ltd. HVT-2921004687001 10,949,114 -
The City Bank Ltd. USD-5121004687001 717,434 -
The City Bank Ltd. EURO 5121004687002 50,342 -
The City Bank Ltd. GBP 2151004687003 6,839 -
Dutch Bangla Bank Ltd. CD- 13813 524,001 67,602
Mercantile Bank Ltd. CD-012911100002020 52,017 1,804
17,580,499 753,101
13. Share Capital

Authorized Share Capital 1,000,000,000 1,000,000,000
1,000,00,000 ordinary Shares of BDT 10 each
Issued, Subscribed and Paid up Capital
58,750,000 Ordinary Share @ Tk. 10 each fully paid-up against cash 587,500,000 287,500,000
14,250,000 Bonus Share @ Tk. 10 each 142,500,000 12,500,000
5,000,000 Ordinary Share @ Tk. 10 each fully paid-up against shares of Golden Harvest Ice Cream
Limited 50,000,000 50,000,000
780,000,000 350,000,000
The above balance has been received from the following :
% of Shares No. of Shares

Name Designation
30-06-2013 30-06-2012 30-06-2013 30-06-2012
Directors
Mr. Matthew Graham Stock Chairman 2.00 3.71 1,560,000 1,300,000
Mr. Ahmed Rajeeb Samdani Managing Director 22.31 41.44 17,403,200 14,502,667
Mr. Ahmed Mehdi Samdani Director 2.00 3.71 1,560,000 1,300,000
Ms. Nadia Khalil Choudhury Director 2.00 3.71 1,560,000 1,300,000
Mr. Azizul Huque Director 2.26 4.20 1,762,560 1,468,800
Mr. Moqsud Ahmed Khan Director 2.46 4.57 1,920,000 1,600,000
Mr. Mohius Samad Choudhury Director 2.00 3.71 1,560,000 1,300,000
35.03 65.06 27,325,760 22,771,467
Others
Foreign Investors 0.01 - 3,900 -
Institutions 19.94 - 15,554,981 -
Genaral Shareholders 45.02 34.94 35,115,359 12,228,533
64.97 34.94 50,674,240 12,228,533
100 100 78,000,000 35,000,000
Range with Shareholding Position:

Range of Holdings No. of Shareholders % of Shareholders Number of Shares
In number of Shares 2013 2012 2013 2012 2013 2012
1 to 499 28,992 - 0.89 - 8,544,527 -
500 to 5,000 2,590 - 0.08 - 4,221,294 -
5,001 to 10,000 407 - 0.01 - 2,813,100 -
10,001 to 20,000 231 1 0.01 0.02 3,200,160 10,000
20,001 to 30,000 95 3 0.00 0.06 2,326,000 75,000
30,001 to 40,000 36 - 0.00 - 1,259,400 -
40,001 to 50,000 30 4 0.00 0.08 1,343,640 195,000
50,001 to 100,000 63 13 0.00 0.27 4,307,920 1,240,000
100,001 to 1,000,000 58 17 0.00 0.35 14,164,240 7,076,000
Over 1,000,000 13 10 0.00 0.21 35,819,719 26,404,000
Total 32,515 48 1.00 1.00 78,000,000 35,000,000
79
Amount in BDT
30 June 2013 30 June 2012
Shareholding position of Golden Harvest Ice Cream Ltd:
Value of Shares Value of Share

% of Shares
Name Designation @ BDT 10 @ BDT 100
2013 2012 2013 2012
Mr. Ahmed Rajeeb Samdani Managing Director 0.0002% 0.0002% 100 100
Golden Harvest Agro Industries Ltd. Parent Company 99.9998% 99.9998% 49,999,900 49,999,900
100% 100% 50,000,000 50,000,000
14. Share Premium

Share Premium Received 450,000,000 -
IPO Expenses: (41,233,946) -
Income Tax (3% on premium) (13,500,000) -
IPO Cost (25,927,742) -
Exchange Gain / (Loss) (1,806,204) -
408,766,054 -
15. Revaluation Surplus

Opening Balance:
Golden Harvest Agro Industries Ltd. 219,364,973 225,346,706
Golden Harvest Ice Cream Ltd. - -
219,364,973 225,346,706
Revaluation surplus of Fixed Assets during the year 128,671,642 -
Share of the Company on Revaluation Surplus of Fixed Assets of Subsidiary company Golden
51,419,256
Harvest Ice Cream Ltd. -
Revaluation Surplus of Fixed Assets of Subsidiary company 51,419,359 -
Share of Non Controlling interest (103) -
Depreciation on Revaluation Surplus transferred to retained earnings (5,743,848) (5,981,733)
Depreciation of the Company (4,074,392) (4,224,411)
Depreciation of Golden Harvest Ice Cream Ltd. (1,669,456) (1,757,322)
393,712,023 219,364,973
15A. Revaluation Surplus

Opening Balance:
Golden Harvest Agro Industries Ltd. 219,364,973 225,346,706
Golden Harvest Ice Cream Ltd. - -
219,364,973 225,346,706
Revaluation surplus of Fixed Assets during the year 128,671,642 -
Share of the Company on Revaluation Surplus of Fixed Assets of Subsidiary company Golden
51,419,256
Harvest Ice Cream Ltd. -
Revaluation Surplus of Fixed Assets of Subsidiary company 51,419,359
Share of Non Controlling interest (103) -
Depreciation on Revaluation Surplus transferred to retained earnings (5,743,848) (5,981,733)
Depreciation of the Company (4,074,392) (4,224,411)
Depreciation of Golden Harvest Ice Cream Ltd. (1,669,456) (1,757,322)
393,712,023 219,364,973
The Company revalued its Lands, Buildings, and Plant & Machinery as of 30 June 2013 by its Valuer, Ata Khan & Co, Chartered
Accountantsfollowing "CurrentCost Method",resulting in a revaluation surplus at BDT 128,671,642 forGolden Harvest Agro Industries
Ltd. and BDT 51,419,359 for Golden Harvest Ice Cream Ltd. which include non controlling interest part BDT 103.
16. Non Controlling Interest

Opening Balance 551 484
Share of Net Profit after Tax for the year 80 67
Share of revaluation surplus for the year 103 -
734 551
80
Amount in BDT
30 June 2013 30 June 2012
17. Term Loan against Machinery

Golden Harvest Agro Industries Limited 49,760,281 61,272,472
Mercantile Bank Ltd., Gulshan Branch A/C No. 77100000072 12,324,363 15,449,894

63,481,569 78,496,163
Current Maturity of Term Loan (18,038,556) (15,230,498)
45,443,013 63,265,665
Terms & Conditions of Term Loan:
The Company is enjoying term loan facility against imported machineries from Mercantile
Bank, Gulshan Branch. Terms & Conditions of the loan is as below:
No. of Loans: 03 Nos

Rate of Interest : 17.00% p.a (17.00% p.a : 2012)
Tenor : 5 years
Moratorium Period : 06 Months
Security : a. Hypothecation of the imported capital
Machineries valued at BDT 134,849,398/-
b. Personal Guarantee of all the directors
c. Undated Cheques covering debts
17A. Term Loan against Machinery
49,760,281 61,272,471
Current Maturity of Term Loan (14,036,533) (11,865,588)
35,723,748 49,406,883
18. Deferred Tax Liability

Opening Balance 8,643,756 4,720,834
Deferreed Tax Expenses 5,435,740 3,922,922
Closing Balance 14,079,495 8,643,756
18A. Deferred Tax Liability

Deferreed Tax Expenses 5,149,712 3,432,193
Closing Balance 11,997,326 6,847,615
Calculation of deferred taxation
The Company
Particulars Value as per Taxable Tax
Value as per company policy Tax Ordinance Temporary
difference @ 27.5%
Depreciation for the year 30.06.2013 23,643,917 42,370,138 (18,726,221) (5,149,711.68)

Deferred Tax expenses as on 30.06.2013 (18,726,221) (5,149,712)
Particulars Subsidiary Company

Value as per Taxable Tax
Particulars Value as per company policy Temporary
Tax Ordinance @ 37.5%
difference
Depreciation for the year 30.06.2012 5,191,298 5,954,040 (762,742) (286,028)
Deferred Tax expenses as on 30.06.2013 (762,742) (286,028)
2013 2012
Consolidated deferred Tax Expenses (5,435,740) (3,922,922)
81
Amount in BDT
30 June 2013 30 June 2012
19. Lease Obligations
IDLC Finance Ltd 1,562,388 3,347,856

United Leasing Co Ltd. 10,142,481 14,729,294
11,704,869 18,077,150
Current Maturity of Lease Obligation (5,996,748) (6,372,281)
5,708,121 11,704,869
20. Accounts & Other Payables

Sundry Creditors for Goods & Service 13,394,243 29,426,268
Sundry Creditors -Others 5,894,211 1,941,460
Undistributed Refund Warrant 7,337,575 -
Advance Against Export 15,497,031 11,628,210
IDLC Factoring Loan - 1,241,710
Security Deposits for Freezer 2,938,500 1,408,750
45,061,560 45,646,398
20A. Accounts & Other Payables

Sundry Creditors -Others 5,894,211 1,941,460
Undistributed Refund Warrant 7,337,575 -
IDLC Factoring Loan - 1,241,710
Security Deposits for Freezer 2,938,500 1,408,750
28,335,499 27,563,656
21. Accruals and Provisions

Salary & Wages 1,697,026 4,880,170
Utility Bills 923,940 920,411
Audit Fees 600,000 300,000
Mobile Phone Bill 25,212 16,127
TA/DA & Incentive 403,238 228,588
Provision for Tax (Note - 21.01) 94,154,439 89,793,606
Provision for Workers Profit Participation Fund (Note - 21.02) 17,443,275 6,177,312
Provision for others 1,583,350 500,000
116,830,481 102,816,213
21.01 Provision for Tax
Necessary provision was made for income tax considering the depreciation effect as per Income
tax Ordinance 1984 and Export sale benefit.
Opening Balance 89,793,606 111,733,435

Tax for the year 57,132,646 41,349,584
(52,771,813) (63,289,414)
AIT Adjustment - -
Paid during the year (52,771,813) (63,289,414)
Closing Balance 94,154,439 89,793,606
21.02 Provision for Workers Profit Participation Fund

Opening Balance 6,177,312 -
Addition during the year 10,533,806 6,177,312
Interest Charged for the year 732,157 -
Paid during the year - -
Closing Balance 17,443,275 6,177,312
82
Amount in BDT
30 June 2013 30 June 2012
21A. Accruals and provisions

Salary & Wages 1,100,226 3,530,170
Utility Bills 923,940 920,412
Audit Fees 500,000 200,000
Mobile Phone Bill 25,212 16,127
TA/DA & Incentive 403,238 228,588
Provision for Tax (Note - 21A.01) 29,639,572 28,011,922
Provision for Workers Profit Participation Fund (Note - 21A.02) 11,572,926 3,584,789
Provision for others 1,533,350 500,000
45,698,465 36,992,007
21A.01 Provision for Tax

Necessary provision was made for income tax considering the depreciation effect as per
Income tax Ordinance 1984 and Export sale benefit.
Opening Balance 28,011,922 67,727,113
Tax for the year 35,613,926 23,574,222
(33,986,276) (63,289,414)
AIT Adjustment - -
Paid during the year (33,986,276) (63,289,414)
Closing Balance 29,639,572 28,011,922
21A.02 Provision for Workers Profit Participation Fund

Interest Charged for the year 537,718
- -
Adjustment - -
Paid during the year - -
Closing Balance 11,572,926 3,584,788
22. Short Term Loan
Golden Harvest Agro Industries Limited (Note - 22.01) 367,790,679 280,932,823

Golden Harvest Ice Cream Limited (Note - 22.02) - 56,547,030
367,790,679 337,479,853
22.01 Golden Harvest Agro Industries Limited

Marcantile Bank Limited CC 012972900000075 (12,959,738) 42,578,375
Mercantile Bank Limited Agri- SOD(G) -73900000039 - 203,545,489
Mercantile Bank Limited Agri- SOD(G) -73900000051 302,817,818 -
Mercantile Bank Limited SOD-71500000814 73,498,367 -
United Commercial Bank SOD-74800000188 4,434,232 -
First Security Islami Bank Limited CC- 11273800010038 - 34,808,959
367,790,679 280,932,823
22.02 Golden Harvest Ice Cream Limited

First Security Islami Bank Limited CC (Hypo) 738 000 000 21 - 56,547,030
- 56,547,030
22A. Short Term Loan
Golden Harvest Agro Industries Limited (Note # 22A.01) 367,790,679 280,932,823
367,790,679 280,932,823
22A.01 Golden Harvest Agro Industries Limited

Marcantile Bank Limited CC 012972900000075 (12,959,738) 42,578,375
Mercantile Bank Limited Agri- SOD(G) -73900000039 - 203,545,489
Mercantile Bank Limited Agri- SOD(G) -73900000051 302,817,818 -
Mercantile Bank Limited SOD-71500000814 73,498,367 -
United Commercial Bank SOD-74800000188 4,434,232 -
First Security Islami Bank Limited CC- 11273800010038 - 34,808,959
367,790,679 280,932,823
83
Amount in BDT
30 June 2013 30 June 2012
23. Net Asset Value (NAV) per share

Shareholders Equity 1,995,325,447 958,272,329
No of paid up share capital 78,000,000 48,000,000
Net Asset Value per share 25.58 19.96
Last year NAV is restated by including bonus shares issued during the year
23A. Net Asset Value (NAV) per share

Shareholders Equity 1,995,325,447 958,272,329
No of paid up share capital 78,000,000 48,000,000
Net Asset Value per share 25.58 19.96
24. Sales Revenue

Sales (Export) 19,286,666 35,221,015
Sales (Local) 606,416,634 523,652,981
Exchange (Loss) / Gain (23,091) (207,620)
625,680,209 558,666,376
24A. Sales Revenue
Sales (Export) 6,936,664 9,181,444
Sales (Local) 412,177,361 341,537,758
Exchange (Loss) /Gain (423,450) 1,200,368
418,690,575 351,919,570
The products are exported to the market of USA, UK, UAE, Canada, Malaysia, KSA and Australia.
25. Cost of Goods Sold

Raw & Packing Materials:
Opening Stock 52,670,754 45,185,259
Purchase (Note # 25.01) 292,308,212 262,392,974
344,978,966 307,578,233
Closing Stock (Note # 9.) (62,297,581) (52,670,754)
282,681,385 254,907,479
Manufacturing Expenses (Note # 25.02) 72,879,397 58,918,026
Cost of Goods Manufactured 355,560,782 313,825,505
Opening Stock of Finished Goods 52,355,964 42,254,947
407,916,746 356,080,452
Closing Stock of Finished Goods (Note # 9.) (62,952,143) (52,355,964)
344,964,603 303,724,488
25.01 Purchase
Raw Materials 267,765,731 243,543,206

Processing Materials 939,104 1,447,487
292,308,212 262,392,974
25.02 Manufacturing Expenses

Salary & Wages 30,971,794 24,203,630
Insurance Premium 1,068,300 621,688
Factory Maintenance 2,394,506 1,704,755
Transportation 87,899 86,731
Entertainment 230,631 54,181
Fuel for Vehicle 55,064 -
Cleaning & Uniform 61,333 19,588
Miscellenous Expenses 808,559 332,251
Utility Bills 12,347,456 10,730,538
Depreciation of Lease Assets 1,785,683 1,984,092
Depreciation of Fixed Assets 23,068,172 19,180,572
72,879,397 58,918,026
84
Amount in BDT
30 June 2013 30 June 2012
25A. Cost of Goods Sold
Raw & Packing Materials:

Opening Stock 30,094,444 21,976,197
Purchase (Note # 25A.01) 178,644,696 156,038,838
208,739,140 178,015,035
Closing Stock (Note # 9A.) (33,649,770) (30,094,444)
175,089,370 147,920,591
Manufacturing Expenses (Note # 25A.02) 52,479,111 41,081,426
Opening Stock of Finished Goods 29,089,250 18,125,473
256,657,731 207,127,490
Closing Stock of Finished Goods (Note # 9A.) (36,706,898) (29,089,250)
219,950,833 178,038,240
25A.01 Purchase
Raw Materials 160,823,492 141,865,749

Processing Materials 563,249 421,142
178,644,696 156,038,838
25A.02 Manufacturing Expenses
Salary & Wages 18,004,957 12,962,178

Insurance Premium 1,068,300 621,688
Factory Maintenance 1,542,461 1,502,922
Transportation 87,899 86,731
Entertainment 230,631 54,181
Fuel for Vehicle 55,064 -
Cleaning & Uniform 61,333 19,588
Miscellenous Expenses 808,559 332,251
Utility Bills 9,919,090 8,369,819
Depreciation of Lease Assets 1,785,683 1,984,092
52,479,111 41,081,426
From 1 July 2012 to 30 June 2013, all of the 414 factory employees including
subsidiary (241 nos.) received annual salary and allowances of BDT 36,000 and above.
26. Administrative Expenses

Salaries & Wages 16,815,152 14,402,420
Directors Remuneration 4,187,950 4,187,950
Insurance Premium 487,530 115,706
Bank Charges 158,387 609,643
Traveling, Conveyance, Tour 4,171,177 1,536,746
Audit Fees 600,000 400,000
Rates, Taxes, Renewal 1,001,377 718,320
Vehicle Maintenance 1,703,019 1,627,479
Office Maintenance 358,472 204,000
Donation, Subscription & Gift 366,128 501,226
Office Stationeries 719,765 366,895
Telephone & Mobile Bill 443,346 300,827
Miscellaneous Expenses 1,423,841 3,318,594
Deferred Expenses Written off - 1,708,627
Entertainment Expenses 860,670 625,244
Consultancy Fees 629,300 -
Utility Bill 1,835,146 993,400
AGM Expenses 2,021,103 -
Depreciation of Lease Assets 446,421 496,023
43,995,827 36,908,243
85
Amount in BDT
30 June 2013 30 June 2012
26A. Administrative Expenses

Salaries & Wages 12,492,873 10,461,452
Directors Remuneration 4,187,950 4,187,950
Insurance Premium 487,530 -
Bank Charges 132,146 579,119
Traveling, Conveyance, Tour 3,326,994 1,075,722
Audit Fees 500,000 300,000
Rates, Taxes, Renewal 810,047 370,755
Vehicle Maintenance 1,703,019 1,627,479
Office Maintenance 358,472 204,000
Office Stationeries 679,778 353,003
Telephone & Mobile Bill 443,346 300,827
Miscellaneous Expenses 917,781 2,764,450
Deferred Expenses Written off - 1,708,627
Entertainment Expenses 860,670 625,244
Utility Bill 1,835,146 993,400
AGM Expenses 2,021,103 -
Depreciation of Lease Assets 446,421 496,023
36,682,249 30,172,971
(a) Auditors' fees represents audit fee for auditing the accounts for the year ended 30 June, 2013.
Auditors were not paid any other fees.
(b) The Company did not pay any remuneration to any Director who was not an officer of the Company.
(c) No board meeting attendance fee was paid to the directors of the Company.
27. Selling & Distribution Expenses
Ocean Freight 1,672,093 3,234,156

C & F Expenses 215,703 172,240
Shipment Expenses 333,569 963,072
Courier Charges 91,703 75,999
TA/DA Expenses 3,103,603 2,431,489
Promotional Expenses 2,229,739 828,621
Distribution expenses 152,488 876,819
Tours and Travel 567,526 99,386
Sample 92,982 17,776
Vehicle Fuel and Maintanence 4,023,186 1,968,706
Entertainment 209,851 -
Miscelleneous Expenses 459,883 1,361,144
DITF Expenses 6,499,812 7,959,595
Advertisement & Publicity 6,230,181 14,561,820
25,882,319 34,550,823
27A. Selling & Distribution Expenses
Ocean Freight 567,838 1,087,639

C & F Expenses 112,363 121,314
TA/DA Expenses 3,103,603 2,431,489
Promotional Expenses 2,229,739 828,621
Distribution expenses 152,488 876,819
Tours and Travel 567,526 99,386
Sample 92,982 17,776
Vehicle Fuel and Maintanence 4,023,186 1,968,706
Entertainment 209,851 -
Miscelleneous Expenses 459,883 1,361,144
DITF Expenses 6,499,812 7,959,595
Advertisement & Publicity 5,376,839 13,324,495
23,522,162 30,651,698
86
Amount in BDT
30 June 2013 30 June 2012
28. Interest and Other Income
Scrap sale 8,112,325 800,178

Export Incentive 482,167 880,525
Interest received from IPO A/c 60,813,486 -
Interest received from FDR A/c 11,794,354 -
81,202,332 1,680,703
28A. Interest & Other Income
Scrap sale 6,834,325 800,178

Export Incentive 173,417 229,536
Interest received from IPO A/c 60,813,486 -
Interest received from FDR A/c 11,794,354 -
79,615,582 1,029,714
29. Financial Expenses

Interest on Cash Credit (Hypo) 54,600,895 38,482,784
Interest on Term Loan 12,204,658 13,148,130
Interest on Finance Lease 2,350,525 2,930,268
Interest on Operating Lease 841,632 824,972
Interest on others 11,487 1,914
Interest against WPPF 732,157 -
70,741,354 55,388,068
29A. Financial Expenses

Interest on Cash Credit (Hypo) 48,353,753 24,625,644
Interest on Term Loan 9,534,360 10,392,904
Interest on Finance Lease 2,350,525 2,930,268
Interest on Operating Lease 841,632 824,972
Interest on others 11,487 1,914
Interest against Workers Profit Participation Fund 537,718 -
61,629,475 38,775,702
30. Earning Per Share (EPS)
30.01 Earning Per Share (EPS) on operating net profit after tax
Net Profit after tax attributable to Ordinary Shareholders of the Company 93,359,357 77,563,482
No of weighted average shares 60,986,301 48,000,000
EPS for the year 1.53 1.62
30.02 Earning Per Share (EPS) on Other Income

Net Profit after tax attributable to Ordinary Shareholders of the Company 54,836,809 762,090
Number of weighted average shares 60,986,301 48,000,000
30A. Earning Per Share (EPS)
30A.01 Earning Per Share (EPS) on operating net profit after tax
Net Profit after Tax attributable to Ordinary Shareholders of the Company 53,470,570 43,957,379
Share of profit from subsidiary 39,888,786 33,606,103
Number of weighted average shares 60,986,301 48,000,000
30A.02 Earning Per Share (EPS) on Other Income

Net Profit after tax attributable to Ordinary Shareholders of the Company 54,836,809 762,090
No of weighted average shares 60,986,301 48,000,000
87
Amount in BDT
30 June 2013 30 June 2012
30A.03 Weighted Average Shares (For the year ended June 30, 2013):
No of Shares
Particulars Issue Date
Outstanding
Days Calculation Weight of Share
Opening Ordinary Share 01.07.2012 35,000,000 365 35000000*365/365 35,000,000

Ordinary Share issued during the period 24.01.2013 30,000,000 158 30000000*158/365 12,986,301
Bounus share issued during the period 28.03.2013 13,000,000 365 13000000*365/365 13,000,000
Total 78,000,000 60,986,301
31. Operating Cash flow per Share

Net Cash generated / (used) from Operating Activities 176,287,857 80,513,513
No of outstanding shares at the end of the year 78,000,000 48,000,000
2.26 1.68
31A. Operating Cash flow per Share
Net Cash generated / (used) from Operating Activities 88,982,110 62,400,719
No of outstanding shares at the end of the year 78,000,000 48,000,000
1.14 1.30
88
32. Other Information
32.1 Transaction in foreign currency
Particulars Amount in BDT

30 June 2013 30 June 2012
CIF Value of import:
Raw Materials 6,732,283 43,143,345
Spare Parts - -
Capital Machinery - -
FOB value of export 6,936,664 9,181,444
Golden Harvest Ice Cream Ltd.
Exchange Rate on June 30

GBP 118.21 128.15
USD 77.78 81.80
32.2 Contingent Liabilities and commitments

Particulars Amount/BDT Amount/BDT
Letters of credit/ LCA - -

Income Tax - -
Total - -
32.3 Related Party Transactions
The company has entered into transactions with other entities that fall within the definition of related party as contained in BAS-24
“Related Party Disclosures" Total transactions of the significant related party as of 30 June, 2013 are as follows:
Name of Company Relationship Nature of Opening Addition Adjustment

Closing
Transaction Balance Balance
Golden Harvest Ice Subsidiary Current Account with
Cream Ltd. Company Sister Concern - 122,451,416 40,938,590 81,512,826
Total - 122,451,416 40,938,590 81,512,826
Transaction with Key Management Personals
No. Particulars 30-Jun-13 30-Jun-12
(a) Managerial Remuneration paid or payable during the year to the directors,
including managing directors. 4,187,950 4,187,950
(b) Any other perquisite or benefits in cash or in kind stating,
approximate money value where applicable. - -
(c) Other allowances and commission including guarantee commission - -
(d) Pensions etc. -
(i) Pensions - -
(ii) Gratuities - -
(iii) Payments from a provident funds, in excess of own subscription and interest thereon - -
(e) Share Based payments - -
89
32.4 Quantitative details of opening stock, purchases/ production, consumption/sales and closing stock of
Opening Purchases/ Consumption/ Closing

stock Production Sales Stock
Item
Unit Kg Kg Kg Kg
Raw Materials: Kg
For the year 2012-2013 919,449 5,005,269 4,563,623 1,361,095
For the year 2011-2012 671,131 4,278,008 4,029,689 919,449
Finished Goods:
Vegetable & Snacks Kg
For the year 2012-2013 189,003 2,727,663 2,675,732 240,934
For the year 2011-2012 118,127 2,306,666 2,235,790 189,003

stock Production Sales Stock
Item
Unit Kg Kg Kg Kg
Raw Materials: Kg
For the year 2012-2013 36,659 644,210 622,112 58,757
For the year 2011-2012 37,688 541,353 542,382 36,659
Finished Goods:
Fish Kg
For the year 2012-2013 52,151 926,453 897,395 81,209
For the year 2011-2012 54,087 762,324 764,261 52,151
32.5 Capacity Utilization

Capacity in KG Utilization in KG
Item Per Year %
Average Per year
Snacks 750,000 427,041 56.94%

Vegetable 2,500,000 1,654,671 66.19%

Capacity in KG Utilization in KG
Item Per Year %
Average Per year
Fish processing 1,779,664 1,184,374 66.55%
32.6 Capital Expenditure Commitment
There was no capital expenditure contracted but not incurred or

provided for at 30 June 2013.
32.7 Term Loan Commitment Consolidated The Company Ice Cream

At 30 June 2013 the company had annual commitment under
Term Loan as set out below:
Term Loan principal due within 1 year 18,038,556 14,036,533 4,002,023
Term Loan principal due within 2 to 5 years 45,443,013 35,723,748 9,719,265
32.8 Finance Lease Commitment Consolidated The Company Ice Cream

At 30 June 2013 the company had annual commitment under
finance lease as set out below:
Lease expires within 1 year 5,996,748 5,996,748 -
Lease expires within 2 to 5 years 5,708,121 5,708,121 -
32.9 Claim not Acknowledged as Debt

There was no claim against the company not acknowledged as debt as on June 30, 2013.
32.10 Un-availed Credit Facilities

The Company has no credit facilities available to the company under any contract, other than trade credit available in
the ordinary course of business as on June 30, 2013.
90
32.11 Employee Details:
i) During the year, there were 214 employees employed for the full year and 96 employees less than the full year at a
remuneration of BDT 3,000 per month and above.
ii) At the end of the year, there were 294 employees in the Company.
32.12 Rounding off
Amounts appearing in these financial statements have been rounded off to the nearest BDT and,
wherever considered necessary.
32.13 Rearrange of last year figures
To facilitate comparison, certain relevant balances pertaining to the previous year have been rearranged or
reclassified and restated whenever considered necessary to conform to current year presentation.
32.14 Authorization date for issuing Financial Statements
The financial statements were authorized by the Board of Directors on 28 October 2013 for issue after completion of
review.
32.15 Event after reporting period
The Board of Director of the Company in their 87th board meeting held on 28 October 2013 proposed dividend @
10% cash and 5% stock for the year ended 30 June 2013 for approval by the shareholders in the 9th AGM of the
company.
91
GOLDEN HARVEST ICE CREAM LIMITED
Auditor’s Report
&
Financial Statements
for the year ended 30 June 2013
92
Independent Auditor’s Report
to
the Shareholders of
We have audited the accompanying financial statements of Golden Harvest Ice Cream
Limited, which comprise the statement of financial position as at 30 June 2013, and the
statement of comprehensive income, statement of changes in equity and statement of cash
flows for the year then ended, and a summary of significant accounting policies and other
explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated
financial statements in accordance with Bangladesh Financial Reporting Standards (BFRS) and
for such internal control as management determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to
fraud or error; selecting and applying appropriate accounting policies; and making accounting
estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Bangladesh Standards on Auditing. Those
standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entity’s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management, as well
as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion.
93
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial
position of Golden Harvest Ice Cream Limited as at 30 June 2013, and its financial
performance and its cash flows for the year then ended in accordance with Bangladesh
Financial Reporting Standards and comply with the Companies Act, 1994, the Securities and
Exchange Rules, 1987 and other applicable laws and regulations.
We also report that:
a) we have obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit and made due
verification thereof;
b) in our opinion, proper books of account as required by law have been kept by the
Company so far as it appeared from our examination of these books;
c) the Company's statement of financial position and statement of comprehensive

income dealt with by the report are in agreement with the books of account and
returns; and
d) the expenditure incurred was for the purposes of the Company's business.
Dated: Dhaka; S. F. Ahmed & Co.

94
Statement of Financial Position
As at June 30, 2013
Amount in BDT
Notes
2013 2012
ASSETS
Non-Current Assets 311,771,369 244,133,910

Property, Plant and Equipment 5.00 226,073,502 160,436,043
Capital Work in Progress 6.00 85,697,867 83,697,867
Current Assets 240,147,802 190,776,486

Inventories 7.00 54,893,056 45,843,024
Advances, Deposits and Prepayments 8.00 107,671,764 76,776,114
Trade and Other Receivables 9.00 76,730,719 64,040,121
Cash and Bank Balances 10.00 852,263 4,117,227
TOTAL ASSETS 551,919,171 434,910,396
Shareholders' Equity 366,744,814 275,436,589

Issued, Subscribed and Paid up Capital 11.00 50,000,000 50,000,000
Revaluation Surplus 12.00 139,875,624 90,125,721

Term Loan against Machinery 13.00 9,719,265 13,858,780
Deferred tax liability 14.00 2,082,169 1,796,141

Accounts and Other Payables 15.00 98,238,886 18,082,740
Accruals and Provisions 16.00 71,132,014 65,824,206
Current Maturity of Term Loan 13.00 4,002,023 3,364,910
Short Term Loan 17.00 - 56,547,030
TOTAL EQUITY AND LIABILITIES 551,919,171 434,910,396

95

Statement of Comprehensive Income
Amount in BDT
Notes
2013 2012
Revenue 18.00 206,989,634 206,746,806

Cost of Goods Sold 19.00 (125,013,770) (125,686,248)
Gross Profit 81,975,864 81,060,558

Administrative Expenses 20.00 (7,313,578) (6,735,271)
Selling Expenses 21.00 (2,360,157) (3,899,125)
Other Income 1,586,750 650,989

Financial Expenses 22.00 (9,111,880) (16,612,366)

Provision for Workers Profit Participation Fund (3,083,385) (2,592,524)
Net profit before tax 61,693,614 51,872,261
Less: Provision for Income Tax (21,804,748) (18,266,091)

Provision for tax (21,518,720) (17,775,362)
Deferred tax expenses (286,028) (490,729)
Net Profit after tax attributable to Ordinary Shareholders of

39,888,866 33,606,170
the Company
Revaluation Surplus of the Company 12.00 51,419,359 -
Earning Per Share for the year (BDT) 7.98 6.72

96
Golden Harvest Ice Crream Ltd.
Statement of Changes in Equity
Amount in BDT
Particulars Share Capital Revaluation Surplus Retained Earnings Total
Balance at 01.07.11 50,000,000 91,883,043 99,947,376 241,830,419
Depreciation on Revaluation Surplus - (1,757,322) 1,757,322 -

transferred to retained earnings
Net Profit after tax - - 33,606,170 33,606,170
Balance at 30.06.12 50,000,000 90,125,721 135,310,868 275,436,589
Balance at 01.07.12 50,000,000 90,125,721 135,310,868 275,436,589

Revaluation surplus of fixed assets
- 51,419,359 - 51,419,359
during the year
Depreciation on Revaluation Surplus
- (1,669,456) 1,669,456 -
transferred to retained earnings
Net Profit after tax - - 39,888,866 39,888,866

Balance at 30.06.13 50,000,000 139,875,624 176,869,190 366,744,814
- - -

97

Statement of Cash Flows
Amount in BDT
2013 2012

Payments for Costs & Expenses (89,625,600) (179,353,664)
Tax Paid (18,954,439) (103,230)
Acquisitions of Property Plant and Equipment (19,409,400) (1,455,350)

Capital Work in Progress (2,000,000) -
Working Capital Borrowings from / (Repayments to) Banks (56,547,030) 7,242,438

Long Term Borrowings from / (Repayments to) Banks (3,502,403) (3,417,474)
Net cash (used in) / provided by financing activities (69,161,313) (12,787,402)
Net changes in cash and cash equivalents (3,264,964) 3,870,040
Cash and cash equivalents at the beginning of the year 4,117,227 247,187
Cash and cash equivalents at the end of the year 852,263 4,117,227

98
Notes to the Financial Statements
For the year ended on June 30, 2013
1. Reporting entity
1.1 Company profile
Legal status of the company
Golden Harvest Ice Cream Limited formerly known as Golden Harvest Sea Food and
Fish Processing Limited was incorporated on January 05, 2005, vide Reg. No.-C-
55601(2285)/05 under the Companies Act, 1994 as a Private Limited Company.
Golden Harvest Sea Food and Fish Processing Limited’ (GHSFFPL), has been converted
into Golden Harvest Ice Cream Limited (GHICL) on 16th May 2013 through the office
of Registrar of Joint Stock Companies and Firms.
Address of registered office and principal place of business:
The principal place of business and the registered office of the Company is at SPL
Western Tower, Level # 5, Space Code # 502, 186, Gulshan-Tejgaon Link Road,
Tejgaon Industrial Area, Dhaka-1208. The factory is located at Bokran, Monipur, Baba-
nipur, Gazipur Sadar, Gazipur.
Nature of business activities
The objectives of the company are to carry out the business, promote & establish
factories and chain shop or shops, manufacture and manage food and food items,
Dairy, Ice Cream, baby food, soft drink, mineral water, salt & iodised salt and allied
products in Bangladesh and setting ventures and business is in connection therewith.
Golden Harvest Agro Industries Limited acquired 99.9998% of shares of Golden
Harvest Sea Food and Fish Processing Limited by exchanging its own shares and
acquired its 4,99,999 Ordinary Shares.
Golden Harvest Ice Cream will launch a wide Range of Ice Creams including new
varieties alongside regulars such Ice Pop, Lollies (Bi Flavours, Tri flavours and Twisters),
variety of Choc-bars and Cones, Cups, Liters and Ice Cream Cakes, Sorbets etc.
Golden Harvest Agro is the Parent company of Golden Harvest Ice Cream Ltd.
2. Basis of preparation of financial statements
2.1 Basis of measurement of elements of financial statements
The financial statements have been prepared on the historical cost basis, and there-
fore, do not take into consideration the effect of inflation except that arising from
revaluation of lands, buildings & machinery. The accounting policies, unless otherwise
stated, have been consistently applied by the Company and are consistent with those
of the previous year.
99
2.2 Statement on compliance with local laws

The financial statements have been prepared in compliance with the requirements of
the Companies Act, 1994 and other relevant local laws and regulations of the Country.
2.3 Statement on compliance of Bangladesh accounting standards
The financial statements have been prepared in accordance with the applicable Bang-
ladesh Accounting Standard (BASs) and Bangladesh Financial Reporting Standard
(BFRSs) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB)
based on International Accounting Standards (IASs) and International Financial
Reporting Standards (IFRSs).
2.4 Going concern
As per BAS-1, a company is required to make assessment at the end of each year to
make assessment of its capability to continue as going concern. Management of the
Company makes such assessment each year. The company has adequate resources to
continue in operation for the foreseeable future and has wide coverage of its liabili-
ties. For this reason, the directors continue to adopt going concern assumption while
preparing the financial statements.
2.5 Accrual basis
The financial statements have been prepared using the accrual basis of accounting.
2.6 Structure, content and presentation of financial statements
Being the general purpose financial statements, the presentation of these financial
statements is in accordance with the guidelines provided by BAS 1: “Presentation of
Financial Statements”. A complete set of financial statements comprise:
i) Statement of Financial Position as at June 30, 2013;
ii) Statement of Comprehensive Income for the year ended June 30, 2013;
iii) Statement of Changes in Equity as at June 30, 2013;
іv) A statement of Cash Flows for the year ended June 30, 2013; and
v) Notes comprising a summary of significant accounting policies and other
explanatory information to the accounts for the year ended June 30, 2013.
2.7 Reporting period
The reporting period of the company covers one year from 1 July to 30 June.
3. Significant accounting policies
3.1 Revenue
In compliance with requirements of BAS-18: (Revenue), revenue receipts from
customers against sales is recognized when products are dispatched to customers,
that is, when the significant risk and rewards of ownership have been transferred to
buyer, recovery of the consideration is probable, the associated costs and possible
return of goods can be estimated reliably and there is no continuing management
100
involvement with the goods. Revenue is recognized net of value added tax, supplementary
duty and service charge collectible from clients as well as rebate and discount allowed
to customers.
3.2 Property, plant and equipment
Initial recognition and measurement
Property, plant and equipment are capitalized at cost of acquisition and subsequently
stated at cost or valuation less accumulated depreciation in compliance with the
requirements of BAS 16: Property, Plant and Equipment. The cost of acquisition of an
asset comprises its purchase price and any directly attributable cost of bringing the
assets to its working condition for its intended use inclusive of inward freight, duties,
non-refundable taxes and un-allocated expenditures etc.
Subsequent costs
The cost of replacing part of an item of property, plant and equipments is recognised
in the carrying amount of an 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 the statement of comprehensive income as `Repair & Maintenance
‘when it is incurred.
Subsequent measurement
Property, Plant and equipment are disclosed at cost less accumulated depreciation
consistently over years. On 30 June, 2009 and 30 June 2011 Land and Land Develop-
ments, Building and other constructions, Plant and Machinery and Other Property,
Plant and Equipment have been revalued to reflect fair value (prevailing market price)
thereof following “Current Cost Method”.
Depreciation on property, plant and equipment
Depreciation is provided to amortize the cost or valuation of the assets after commis-
sioning, over the period of their expected useful lives, in accordance with the provi-
sions of BAS 16: Property Plant and Equipment. Depreciation of an asset begins when
it is available for use. Depreciation of an asset begins when it is available for use.
Depreciation is charged on all Property, Plant and Equipment except land and land
developments on reducing balance method at the following rates:
Particular of Assets Rate of Depreciation

Plant & Machinery 5%
Office Equipment 10%
Furniture and Fixtures 10%
Vehicle 10%
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Impairment
At each year end, the company assesses whether there is any indication that the carry-
ing amount of an asset exceeds its recoverable amount. An impairment loss is recog-
nized as an expense in the profit and loss statement in accordance with the provision
of Bangladesh Accounting Standards BAS 36 unless the asset is carried at revalued
amount in accordance with BAS 16. No impairment loss was recognized for the year
ended 30 June 2013 as there were no such indication existed as on the that date.
Revaluation of property, plant and equipment
The Company made revaluation of the Company’s Land and Land developments and
Plant and Machinery as of 30 June 2009, 30 June 2011 and 30 June 2013 to reflect
fair value thereof in terms of Depreciated current cost thereof.
The increase in the carrying amount of revalued assets is recognized in the separate
component of equity under the head Revaluation Surplus.
3.3 Inventories
Inventories stated at lower of cost and net realizable value as prescribed by BAS-2:
Inventories. The cost is calculated on FIFO method in a consistent manner. The cost
comprised the cost incurred in the normal course of business in bringing out such
inventories to its present location and conditions. Where necessary, provision is made
for obsolete, slow moving and defective inventories (if any) identifies at the time of
physical verification of inventories.
Net realizable value is based on estimated selling price less any further costs expected
to be incurred to make the sale effective.
3.4 Cash and cash equivalents
Cash and cash equivalents consist of cash in hand and with banks on current and
deposit accounts and short term investments which are held and available for use by
the company without any restriction. There is insignificant risk of change in value of
the same.
3.5 Earnings Per Share (EPS)
Basic earnings per share
Basic Earnings per Share (BEPS) is calculated in accordance with Bangladesh Account-
ing Standard BAS–33 “Earnings per Share” by dividing the profit or loss attributable
to ordinary equity holders of the entity by the weighted average number of ordinary
shares outstanding during the period.
Diluted earnings per share
For the purpose of calculating diluted earnings per shares , an entity adjust profit or
loss attributable to each ordinary equity holders of the entity, and weighted average
102
number of shares outstanding, for the effects of all dilutive potential ordinary shares. As the
company has no dilutive potential ordinary shares, so diluted earnings per share is
same as basic earning per share.
3.6 Borrowing cost
In compliance with the requirement of BAS-23 (borrowing cost), borrowing cost that
are directly attributable to the acquisition, construction or production of a qualifying
asset form part of the cost of the asset and, therefore capitalised. Other borrowing
costs are recognised as an expense.
3.7 Foreign currency transactions
Foreign currency transactions are recorded, on initial recognition in the functional
currency at the spot exchange rate ruling at the transaction date.
At the end of each reporting period in compliance with the provision of BAS 21: The
Effects of Changes in Foreign Exchange Rates.
(a) Foreign currency monetary items are translated using the closing rate.
(b) Non-monetary items that are measured in terms of historical costs in a foreig
currency are translated using the exchange rate at the date of the transaction.
(c) Non-monetary items that are measured at fair value in a foreign currency are
translated using the exchange rate at the date when the fair value is deter
mined.
Exchange differences arising on the settlement of monetary items or on trans
lating monetary items at rate different from those at which they were translated on
initial recognition during the period or in previous financial statements is recognized
in profit or loss in the period in which they arise.
3.8 Authorization date for issuing financial statements
The financial statements were authorized by the Board of Directors on 27 October
2013 for issue after completion of review.
3.9 Reporting currency
The financial statements are prepared and presented in Bangladesh Taka (BDT), which
is the company’s functional currency.
3.10 Risk and uncertainty for use of estimates and judgments
The preparation of financial statements in conformity with Bangladesh Accounting
Standards 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 and for contingent assets and liabilities that require
disclosure, during and at the date of the financial statements.
103
Actual results may differ from these estimates. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions of accounting estimates are recognized
in the period in which the estimate is revised and in any future periods affected as
required by BAS 8: “Accounting Policies, Changes in Accounting Estimates and
Errors”.
3.11 Provisions and other payables
Provisions and accrued expenses are recognised in the financial statements in line with
the Bangladesh Accounting Standard (BAS) 37 “Provisions, Contingent Liabilities and
Contingent Assets” when
• the Company has a legal or constructive obligation as a result of past event.
• it is probable that an outflow of economic benefit will be required to settle the
obligation.
• a reliable estimate can be made of the amount of the obligation.
Other Payables are not interest bearing and are stated at their nominal value
3.12 Financial instruments
Non-derivative financial instruments comprise financial assets, trade receivables,
Advance Deposit & Prepayments, Export Incentive Receivable, cash and cash equiva-
lents and other payables and are shown at transaction cost:
3.13 Operating segments
No geographical segment reporting is applicable for the Company as required by BFRS
8:” Operating Segments”, as the Company operates in a single geographical and
industrial area.
3.14 Statement of cash flows
The Statement of Cash Flow has been prepared under `Direct Method’ in accordance
with the requirements of BAS 7: Statement of Cash Flows.
3.15 Related party disclosures
The Company carried out a number of transactions with related parties. The informa-
tion as required by BAS 24: “Related Party Disclosure” has been disclosed in a sepa-
rate note to the accounts (Note-23.02).
3.16 Taxation
a) Income Tax is calculated and provision is made in accordance with BAS-12. The
corporate tax rate for the Company is 37.5%. Provision for current tax expenses has
been made and calculated on the above basis, which is adequate under Income Tax
Ordinance, 1984.
b) Deferred Tax has been provided for on temporary timing deference on depreciation
arose during the year at 37.50% with effect from 1st July 2010.
104
3.17 Contingent assets and liabilities
A Contingent asset is disclosed when it is a possible asset that arises from the past
events and whose existence will be confirmed only by the occurrence or non-
the entity.
A contingent liability is disclosed when it is a possible obligation that arises from the
past events and whose existence will be confirmed only by the occurrence or non-
the entity.
The Company has no contingent assets or liabilities which require disclosures under
BAS: 37. Contingent assets and contingent liabilities are not recognized in the finan-
cial statements.
3.18 Comparative information
Comparative information has been disclosed in respect of the previous period for all
numerical information in the current financial statements. Narrative and descriptive
information for comparative information have also been disclosed whenever it is
relevant for understanding of the current year’s financial statements.
4. Risk exposure
4.1 Interest rate risks
Interest rate is concerned with borrowed funds of short term & long-term maturity.
Interest rate risk is the risk that Company faces due to unfavorable movements in the
interest rates. Volatility in money market & increase demand for loans /investment
funds raise the rate of interest. A change in the government’s policy also tends to
increase the interest rate. High rate of interest enhances the cost of fund of a com-
pany. Such rises in interest rates however mostly affect companies having floating rate
loans.
Management perception
Golden Harvest Ice Cream Ltd. (GHICL) maintains low debt/ equity ratio; and accord-
ingly, adverse impact of interest rate fluctuation is insignificant. The project was
started with the Company’s own funds and the capacity was also expanded with own
funds. Additionally, the management of the Company emphasizes on equity base
financing to reduce the dependency on borrowing. Therefore, management perceives
that the fluctuation of interest rate on borrowing would have little impact upon the
performance of the Company.
4.2 Exchange rate risks
If exchange rate is increased against local currency opportunity is created for getting
more revenue against sale in local currency. On the other hand if exchange rate goes
down margin is squeezed in local currency.
105
The products of the company are sold against foreign (5.98%) as well as local
currency (94.02%) and payments for raw materials are also made mostly in local
currency. The exchange rate of the country traditionally witnessed upward trends,
which makes ample opportunity of export. If foreign exchange rate rises, export will
increase and local sales will be less and vice versa. Therefore, volatility of exchange
rate will have no impact on profitability of the Company.
4.3 Industry risks
Industry risk refers to the risk of increased competition from foreign and domestic
sources leading to lower prices, revenues, profit margin, and market share which
could have an adverse impact on the business, financial condition and results of
operation. Frozen food industry in Bangladesh is an emerging sector with vast local
demand for its different product lines. Locally produced frozen products now play a
significant role in this sector, which has been dominated by imports in the past. How-
ever, the infrastructure required for this industry is inadequate in Bangladesh, as can
be noted below:
• No organized collection centers for agricultural produce exist in Bangladesh; as a
result, there is a high fluctuation in prices both for the growers and for processors.
• Absence of Cold Storage or Cold Chains although the whole process of collection,
processing and distribution depends on cold temperature maintenance due to the
nature of the finished product.
Golden Harvest Ice Cream Ltd. (GHICL) has established its brand name in Frozen Food
market with its quality products, range of products and customer services. However,
to develop an infrastructure, both public and private sector participation is required.
This is the focal point of the company’s future expansion plans. To eliminate fluctua-
tion in prices both for the growers and for the processors, Golden Harvest will organ-
ize collection centers to eliminate intermediary cost for both the parties. Deploying
15,000 refrigerators with 24 cold storages at -30 degree Celsius nationwide, the com-
pany will have infrastructure backbone of Cold Chain which will ensure proper supply
of Frozen Foods all over the country through its 50 temperature controlled transport.
Our neighboring country like India has over 50 cold chains, generating revenue over
US$3.5 billion which is targeted to reach US$ 8.5 Billion by the year 2015.
4.4 Market risks
Market risk refers to the risk of adverse market conditions affecting the sales and prof-
itability of the company. Mostly, the risk arises from falling demand for the product or
service which would harm the performance of the company. On the other hand,
strong marketing and brand management would help the company to increase their
customer base.
106
Market for Ready to Cook frozen foods in Bangladesh is growing at an exponential
rate with growth of urbanization and incremental income level of consumers along
with their preference to convenience. In spite of high growth of this market, there is
scarcity of investment in this sector which creates a huge demand-supply gap result-
ing in very expensive imports. International market for Ready to Cook frozen food
sector is already matured and is growing further at a high rate. The company is one of
the earliest entrants in international market with very promising and loyal customer
base in USA, Canada, Australia, Europe and Middle East. In Bangladesh market,
Golden Harvest has made a rapid penetration and has captured the leading position
with its unique branding and positioning strategy taking opportunity of this fast grow-
ing market.
4.5 Operational risks
The core business operation of GHICL is directly related to very low temperature main-
tenance. Country wide shortage of power is compelling GHICL to utilize captive
power which builds up cost. Also port congestion and inland immobility due to politi-
cal instability poses a great operational risk to the company.
Bangladesh Government is meeting this challenge by opening the energy generation
to private sector; and also making massive investment, which is expected to ensure
availability of energy for uninterrupted operation. GHICL perceives that allocation of
its resources properly with contingency approaches can reduce this risk factor to great
extent. However, in order to minimize the operational risks due to shortage of power
supply, GHICL itself has own captive sources of power Generators in addition of exist-
ing REB (Rural Electrification Board) sources that will support production and also
planning to engage more capacity of power generation to cope with the coming
needs. Moreover proposed projects will have requisite back up captive power support
to run their daily operation without any hindrance.
107
5.00 Property, Plant and Equipment
108
Amount in BDT
Cost/Valuation Depreciation
Balance on Addition Disposal Balance on Balance on Charged Adj on Dis. Balance on Written down
Particulars
Rate
value as of
01.07.12 during year during year 30.06.13 01.07.12 during year during year 30.06.13 30.06.13
At Historical Cost:
Land and Land Development 13,086,182 15,125,450 - 28,211,632 0% - - - - 28,211,632
Plant and machinery 71,007,422 - - 71,007,422 5% 18,428,091 2,628,966 - 21,057,057 49,950,365
Furniture and Fixture 1,697,485 4,283,950 - 5,981,435 10% 437,016 554,442 - 991,458 4,989,977
Vehicle 4,680,222 - 4,680,222 10% 2,192,960 248,726 - 2,441,686 2,238,536
Office Equipment 1,421,005 - - 1,421,005 10% 523,928 89,708 - 613,637 807,368
A. Sub Total of 30.06.13 91,892,316 19,409,400 - 111,301,716 21,581,995 3,521,842 - 25,103,838 86,197,878
At Revaluation:
Land and Land Development 56,736,608 45,051,760 - 101,788,368 0% - - - - 101,788,368
Plant and machinery 37,084,354 6,367,599 - 43,451,953 5% 3,695,241 1,669,456 - 5,364,697 38,087,256
B. Sub Total of 30.06.13 93,820,962 51,419,359 - 145,240,321 3,695,241 1,669,456 - 5,364,697 139,875,624
Total (A+B) of 30.06.13 185,713,278 70,828,759 - 256,542,037 25,277,235 5,191,298 - 30,468,535 226,073,502
Total of 30.06.12 184,257,928 1,455,350 - 185,713,278 20,236,490 5,040,745 - 25,277,235 160,436,043
Charged to:
2012-13 2011-12
5,191,298 5,040,745
Note : The Company (GHICL) revalued their Lands and Plant and Machinery as of 30 June 2009, 30 June 2011 and
30 June 2013 by their Valuer, Ata Khan & Co, Chartered Accountants following "Current Cost Method",
resulting the following surplus:
Particulars Land & Land Development Plant and machinery Total
Depreciated Original Cost:

2008-09 12,263,392 43,900,668 56,164,060
2010-11 46,000,000 73,284,835 119,284,835
2012-13 84,948,240 81,670,022 166,618,262
Depreciated Current Cost:

2008-09 46,000,000 63,776,758 109,776,758
2010-11 69,000,000 90,493,099 159,493,099
2012-13 130,000,000 88,037,621 218,037,621
Revaluation Surplus:
2008-09 33,736,608 19,876,090 53,612,698
2010-11 23,000,000 17,208,264 40,208,264
2012-13 45,051,760 6,367,599 51,419,359
101,788,368 43,451,953 145,240,321
109
Amount in BDT
2013 2012
6.00 Capital Work in Progress

Opening Balance 83,697,867 83,697,867
Add: Addition during the year 2,000,000 -
Less : Transferred to Property Plant and Equipment - -
Closing Balance 85,697,867 83,697,867
7.00 Inventories
White Fishes 26,245,245 23,266,714

Raw Fish 15,435,264 8,364,618
54,893,056 45,843,024
8.00 Advances, Deposits and Prepayments
Advance Taxes 1,052,492 883,590

Advance Against Land Purchaes 25,892,315 -
Advances to Suppliers & Service Providers 80,726,957 75,892,524
107,671,764 76,776,114
9.00 Trade and Other Receivables

Trade Receivables (Note - 9.01) 72,452,152 60,070,306
76,730,719 64,040,121
9.01 Trade Receivables

This is unsecured, considered good and is falling due within one year. Classification schedule
as required by schedule XI of Companies Act 1994 are as follows:
Trade Receivables 72,452,152 60,070,306
72,452,152 60,070,306
Amount in BDT Amount in BDT

SL Particulars
2013 2012
I Accounts Receivable considered good in respect of which the company is - -
fully secured
II Accounts Receivable considered good in respect of which the company holds 72,452,152 60,070,306
no security other than the debtor personal security
III Accounts Receivable considered doubtful or bad - -
IV Accounts Receivable due by any director or other officer of the company - -
V Accounts Receivable due by Common management - -
VI The maximum amount of receivable due by any director or other officer - -
of the company
TOTAL 72,452,152 60,070,306
Provision against accounts receivable has been made by the company as accounts
receivable are good and the amount is not a material item.
10.00 Cash and cash equivalents

Cash in hand: 38,483 6,429
Head Office 17,031 3,323
Factory 21,452 3,106
Cash at bank in current accounts (Note # 10.01) 813,780 4,110,798
852,263 4,117,227
10.01 Cash at bank

First Security Bank Ltd. CD A/c # 11100000897 12,644 4,010,139
United Commercial Bank Ltd. CD A/c # 111000 14404 16,214 17,364
Mercantile Bank Ltd. CD A/c # 012911100002037 784,922 83,295
813,780 4,110,798
110
Amount in BDT
2013 2012
11.00 Share Capital

Authorized Share Capital
100,000,000 ordinary Shares of BDT 10 each 1,000,000,000 100,000,000
Issued, Subscribed and Paid up Capital

% of Shares Value of Shares in BDT
Name Designation
2013 2012 2013 2012
Mr. Ahmed Rajeeb Samdani Managing Director 0.0002% 0.0002% 100 100
Golden Harvest Agro Industries Ltd. Parent company 99.9998% 99.9998% 49,999,900 49,999,900
100% 100% 50,000,000 50,000,000
The Company has changed its name to "Golden Harvest Ice Cream Lilimted" and increased Authorised Capital to BDT 1,000 million
devided into 100 million ordinery shares @ BDT 10 each in their Extra Ordinery General Meeting held on May 16, 2013 and duly
filed with Registrar of Joint Stock Companies.
12.00 Revaluation surplus
Opening Balance 90,125,721 91,883,043

Add: Revaluation surplus on fixed assets during the year 51,419,359 -
Less : Transferred to Retained Earnings 1,669,456 1,757,322
Closing Balance 139,875,624 90,125,721
The Company revalued its Lands and Plant & Machinery as of 30 June 2013 by its Valuer Ata Khan & Co, Chartered Accountants
following "Current Cost Method" resulting in a revaluation surplus at BDT 51,419,359
13.00 Term Loan against Machinery

Less: Current Maturity of Long Term Loan 4,002,023 3,364,910
9,719,265 13,858,780
14.00 Deferred Tax Liability

During the year 286,028 490,729
Adjustment during the year - -
Closing Balance 2,082,169 1,796,141
Calculation of deferred taxation
Value as per Value as per Deductible

Tax
Particulars company Tax Temporary
@ 37.5%
policy Ordinance difference
Depreciation for the year 5,191,298 5,954,040 (762,742) (286,028)

(286,028)
15.00 Accounts and Other Payables

Inter Company Transaction (Note - 15.01) 81,512,826 -
98,238,886 18,082,740
15.01 Inter Company Transaction 81,512,826 -

Golden Harvest Agro Industries Ltd. 81,512,826 -
111
Amount in BDT
2013 2012
16.00 Accruals & Provisions

Salary & Allowances 596,800 1,350,000
Audit Fees 100,000 100,000
Provision for Tax (Note - 16.01) 64,514,866 61,781,683
Provision for Worker Profit Participation Fund (Note - 16.02) 5,870,348 2,592,523
Provision for Others 50,000 -
71,132,014 65,824,206
16.01 Provision for Tax
Opening Balance 61,781,683 44,006,322

Tax for the year 21,518,720 17,775,362
AIT Adjustment - -
Paid during the year 18,785,537 -
Closing Balance 64,514,866 61,781,684
16.02 Provision for Workers Profit Participation Fund

Interest Charged for the year 194,440 -
Closing Balance 5,870,348 2,592,523
17.00 Short Term Loan

Account No:
Cash Credit (Hypo) Account No:738 000 000 21, - 56,547,030
First Security Islami Bank Ltd., Gulshan Branch
Interest Rate:18% (In 2012: 18.00%)& Limit 50,000,000
- 56,547,030
18.00 Revenue
Sales (Export) 12,350,002 26,039,571

Local Sales 194,239,273 182,115,223
Exchange Gain/(Loss) 400,359 (1,407,988)
206,989,634 206,746,806
19.00 Cost of goods sold
Raw Materials:
Opening stock 22,576,310 23,209,062
Purchases (Note - 19.01) 113,663,516 106,354,136
136,239,826 129,563,198
Closing Stock (28,647,811) (22,576,310)
107,592,015 106,986,888
Add: Manufacturing expenses (Note - 19.02) 20,400,286 17,836,600
Finished Goods:
Opening stock 23,266,714 24,129,474
151,259,015 148,952,962
Closing Stock (26,245,245) (23,266,714)
Cost of Goods Sold 125,013,770 125,686,248
19.01 Purchases
Raw Materials 106,942,239 101,677,457

Processing Materials 375,855 1,026,345
113,663,516 106,354,136
112
Amount in BDT
2013 2012
19.02 Manufacturing Expenses
Salary & Wages 12,966,837 11,241,452

Repair & Maintenance 852,045 201,833
Electricity and Gas bill 2,428,366 2,360,719
20,400,286 17,836,600
20.00 Administrative Expenses

Salary & Wages 4,322,279 3,940,968
Insurance Premium - 115,706
Bank Charges 26,241 30,524
Audit Fees 100,000 100,000
Rates, Taxes, Renewal & Association Fees 191,330 347,565
Printing & Stationery 39,987 13,892
Traveling, Conveyance & Tour Expenses 844,183 461,023
Miscellaneous Expenses 506,060 554,144
7,313,578 6,735,271
21.00 Selling Expenses

Ocean Freight 1,104,255 2,146,517
C & F Expenses 103,340 50,926
Advertisement & Publicity 853,342 1,237,325
2,360,157 3,899,125
22.00 Financial Expenses
Interest of Term Loan 2,670,298 2,755,226

Interest of Cash Credit Loan 6,247,142 13,857,140
Interest against Workers' Profit Participation Fund 194,440 -
9,111,880 16,612,366
113
Amount in BDT
2013 2012
23. Other information
23.01 Transaction in foreign currency

CIF value of import
Capital machinery - -
Exchange rate on June 30

GBP 118.21 119.04
USD 77.78 74.10
23.02 Related party transaction
The company has entered into transactions with other entities that fall within the definition of related
party as contained in BAS-24 “Related Party Disclosures". Total transactions of the significant related
party as at 30 June 2013 are as follows:
Name of company Relation ship Opening Addition Adjustment Closing balance

balance
Golden Harvest Agro

Industries Ltd. Parent company
- 122,451,416 40,938,590 81,512,826
- 122,451,416 40,938,590 81,512,826
23.03 Transaction with key management personnels
Particulars 30-Jun-13 30-Jun-12
Managerial Remuneration paid or payable during the year to the directors,
including managing directors. - -
Any other perquisite or benefits in cash or in kind stating, approximate
money value where applicable. - -
Other allowances and commission including guarantee commission - -
Pensions etc. -
(i) Pensions - -
(ii) Gratuities - -
(iii) Payments from a provident funds, in excess of own subscription and
interest thereon - -
Share Based payments - -
114
23.04 Quantitative details of opening stock, purchases/ production, consumption/ sales and closing
stock of raw materials and finished goods:

Item stock production sales stock
Kg Kg Kg Kg
Raw materials
For the year 2012-2013 36,659 644,210 622,112 58,757
For the year 2011-2012 37,688 541,353 542,382 36,659
Finished goods
Fish
For the year 2012-2013 52,151 926,453 897,395 81,209
For the year 2011-2012 54,087 762,324 764,261 52,151
23.05 Capacity utilization
Capacity in
Utilization in KG
Item KG %
Per year Average per year
Fish processing 1,779,664 1,184,374 66.55%
23.06 Capital expenditure commitment

There was no capital expenditure contracted but not incurred or provided for at 30 June,2013.
23.07 Term loan commitment

At 30 June 2013 the company had annual commitment under term loan as set out below:
Term loan principal due within 1 year 4,002,023

Term loan principal due within 2 to 5 years 9,719,265
23.08 Claim not acknowledged as debt

There was no claim against the company not acknowledged as debt as on 30-06-2013.
23.09 Un-availed credit facilities

The Company has no credit facilities available to the company under any contract,
other than trade credit available in the ordinary course of business as on 30-06-2013
115
23.10 Post-balance sheet events

The Company obtained consent from the Bangladesh Security and Exchange Commission for raising
capital through its existing shareholders on August 19, 2013 vide letter reference number SEC/CI/CPLC
(Pvt.) 513/2013/2544
23.11 Employee details

i) During the year, there were 227 employees employed for the full year and 31 employees less than the
full year at a remuneration of BDT 3,000 per month and above.
ii) At the end of the year, there were 279 employees in the Company.
23.12 Rounding off

Amounts appearing in these financial statements have been rounded off to the nearest BDT and,
wherever considered necessary.
23.13 Rearrange of last year figures

To facilitate comparison, certain relevant balances pertaining to the previous year have been rearranged
or reclassified whenever considered necessary to conform to current year presentation.
116
PROXY FORM
Corporate Head Office: SPL Western Tower, Level 5, #501 & 502, 186 Tejgaon-Gulshan Link Road
Tejgaon, Dhaka-1208, Bangladesh, Tel: +8802 8878784-7, Fax: +8802 8878204, www.goldenharvestbd.com
Share Department: Road# 10, House# 127, 3rd floor, Block# C, Niketon, Gulshan, Dhaka-1212, Bangladesh
Tel: +88 02 9840181, E-mail: share@goldenharvestbd.com
Factory: Bokran, Monipur, Bobanipur, Gazipur Sadar, Gazipur, Bangladesh
I/We
of being a shareholder of
Golden Harvest Agro Industries Ltd. do hereby appoint
Mr./Ms
of
to attend and vote on my/our behalf at the 9th Annual General Meeting of the Company to be held on December 12, 2013 Thursday at 10:00 am
at Factory: Bokran, Monipur, Bobanipur, Gazipur Sadar, Gazipur, Bangladesh or at any adjournment thereof or any ballot to be taken in consequence
thereof.
Signed this day of December 2013
Revenue Stamp of
Signature of the proxy Tk. 10.00
BO ID No
No of shares being held Signature of the Shareholder (s)
Notes:
1. This form of Proxy, duly completed must be deposited at least 48 hours before the meeting of the Company Share Department office.
Proxy is invalid if not signed and stamped as indicated above.
2. Signature of the Shareholder should agree with the specimen signature registered with the Company or BO Account/CDBL Record
ATTENDANCE SLIP
Corporate Head Office: SPL Western Tower, Level 5, #501 & 502, 186 Tejgaon-Gulshan Link Road
Tejgaon, Dhaka-1208, Bangladesh, Tel: +8802 8878784-7, Fax: +8802 8878204, www.goldenharvestbd.com
Share Department: Road# 10, House# 127, 3rd floor, Block# C, Niketon, Gulshan, Dhaka-1212, Bangladesh
Factory: Bokran, Monipur, Bobanipur, Gazipur Sadar, Gazipur, Bangladesh
I/We hereby record my/our attendance at the 9th Annual General Meeting of the Company to be held on December 12, 2013 Thursday at 10:00
am at Factory: Bokran, Monipur, Bobanipur, Gazipur Sadar, Gazipur, Bangladesh
Name of the Shareholder (s) / Proxy (In Block Letters)
BO ID No.
Signature of the Shareholder(s)/ Proxy
N.B. Shareholders attending the meeting in person or by proxy are requested to complete the Attendence Slip and deposit the same at the
entrance of the meeting hall.
Corporate Head Office
SPL Western Tower, Level 5, #501 & 502
186 Tejgaon-Gulshan Link Road
concept, design & production: genre media wing
Tejgaon, Dhaka-1208, Bangladesh

Tel: +8802 8878784-7, Fax: +8802 8878204
www.goldenharvestbd.com
Share Department
Road# 10, House# 127, 3rd floor, Block# C, Niketon
Gulshan, Dhaka-1212, Bangladesh
Factory
Bokran, Monipur, Bobanipur, Gazipur Sadar
Gazipur, Bangladesh

Golden Harvest Agro Industries Limited

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Golden Harvest Agro Industries Limited

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Golden Harvest Agro Industries Limited

Golden Harvest Agro Industries Limited

Golden Harvest Agro Industries Limited

All Valued Shareholders

Dear Sir (s),

Nirmal Chandra Sardar

By the Order of the Board

Nirmal Chandra Sardar

Senior Management Officials

Chief Financial Officer Manager, Credit Control

Company Secretary Manager- Internal Audit

General Manager Manager- Admin and Commercial

General Manager - Factory Operations Factory Manager

Deputy General Manager, Sales Assistant Manager- Tax & VAT

National Sales Manager Assistant Manager- Accounts

Senior Manager Factory Operations Assistant Manager- Supply Chain

Ahmed Rajeeb Samdani Mohius Samad Choudhury Ahmed Mehdi Samdani

Nadia Khalil Choudhury Moqsud Ahmed Khan Azizul Huque

Faisal Ahmed Choudhury

Mr. Matthew Graham Stock, Chairman and sponsor Director of

Mr. Ahmed Rajeeb Samdani, Managing Director, is the main sponsor

Mr. Mohius Samad Choudhury, the Chief Operating Officer of Golden

Mr. Ahmed Mehdi Samdani, one of the major sponsor-Director of

Mr. Moqsud Ahmed Khan, is the Sponsor Director of Golden Harvest

Mr. Azizul Huque, a Director of Golden Harvest Agro Industries Ltd,

Mr. Faisal Ahmed Choudhury is an independent Director of Golden

Faisal Ahmed Choudhury

Ahmed Mehdi Samdani

Mohius Samad Choudhury

Ladies and Gentlemen Good morning and Assalamu Alaikum,

Matthew Graham Stock

Risks and concerns

Sales (BDT Million)

Gross Profit (BDT Million)

Operating Profit (BDT Million)

Net Profit (BDT Million)

Extra-Ordinary gain or loss

Related party transactions

Utilization of proceeds from public issues and/ or rights issues

Name of the Directors Director Yearly Remuneration

Statement of Directors on Financial Statements

International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS)/

Deviation from the last year’s operating results

Total Assets (BDT Million)

Shareholders Equity (BDT Million)

Reserves & Surplus (BDT Million)

Key Financial Ratios

Name of Director Meeting attended

Chairman, Directors, Company Secretary, Chief Financial Officer

Matthew Graham Stock-Chairman & Director 1,560,000

Ahmed Rajeeb Samdani - Managing Director 17,403,200

Mohius Samad Choudhury- Director &COO 1,560,000

Ahmed Mehdi Samdani- Director 1,560,000

Nadia Khalil Choudhury-Director 1,560,000

Moqsud Ahmed Khan-Director 1,920,000

Azizul Huque-Director 1,762,560

Shareholders holding ten percent (10%) or more voting interest in

Enitity Rating outlook validity rating rating assigned

Ahmed Rajeeb Samdani

Retirement and Re-election of Directors

1.2 Independent Director:

1.3 Chairman of the Board and Chief Executive officer:

1.4 Directors Report to Shareholders: