Annual Report 2019 2020

Table of
Contents
Corporate Mission 02
Quality Policy 04
Corporate Directory 05
Transmittal Letter 07
Five-Year Financial Statistics 08
Profile of the Board of Directors 12
Notice of the 35th Annual General Meeting 14
Directors’ Report to the Shareholders 18
Audit Committee Report 39
Certification for BSEC Compliance 42
Status of Compliance of CGC 43
Auditors’ Report to the Shareholders 56
Statement of Financial Position 62
Statement of Profit or Loss & other Comprehensive Income 63
Statement of Changes in Shareholders’ Equity 64
Statement of Cash Flow 65
Notes to the Financial Statement 66
Proxy Form & Attendance Slip 103
Page 01
ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

ion
e
at
or
Co r
Ou
rp
ss
Mi
Poverty & Hunger Are Curses

Our Aim:
To Generate Employment &
Earn Dignity & Self-Respect
For Our Compatriots
Through Profitable Enterprises.
Page 02

WHY
Programme for Rural Advancement Nationally

cÖMwZ iƒcvq‡b AMÖYx b‡ev`¨g
We in Bangladesh are blessed with a climate ideally suited to agriculture,

specially fruits and vegetables-rich in taste and flavour, sweet, mellow and juicy.
Our deltaic plains are among the most fertile in the world created and drained by
the mighty rivers-the Padma, the Jamuna & the Meghna. There is plenty of water.
And farming is a way of life to our people.
Our comparative advantage as an economy lies in agriculture. We believe the

way to economic prosperity is through agri and agro-business.
PRAN is in testimony to our convictions. It stands for: ‘‘Programme for Rural

Advancement Nationally’’, or in Bangla ÒcÖMwZ iƒcvq‡b AMÖYx b‡ev`¨gÓ
PRAN is the largest grower and processor of fruits and vegetables in the country.
Our contract growers cultivate the choicest fruits and vegetables which are
processed in our modern and hygienic factories to highest quality standards.
Page 03

AGRICULTURAL MARKETING CO LTD
QUALITY POLICY
IT IS THE POLICY OF AGRICULTURAL MARKETING CO LTD

TO MARKET PRODUCTS OF CONSISTENT QUALITY AT
HOME & ABROAD AS PER WORLD STANDARDS PRODUCED
HYGIENICALLY IN ACCORDANCE WITH GOOD
MANUFACTURING PRACTICES IN STATE - OF - THE - ART
PLANTS & PROCESSES, PACKED IN APROPRIATE
PACKAGING AND REMAIN COMMITTED TO THESE
OBJECTIVES AT ALL TIMES.
AMCL HAVE ADOPTED ISO-9001 AS THE MODEL FOR THEIR

QUALITY MANAGEMENT SYSTEM. ACCORDINGLY A
DOCUMENTED SYSTEM OF PROCEDURES AND
INSTRUCTIONS HAVE BEEN ESTABLISHED THROUGHOUT
THE ORGANISATION DEFINING BUSINESS PROCESSES,
RESPONSIBILITIES AND AUTHORITIES.
MANAGEMENT IS COMMITTED TO PROVIDING THE

RESOURCES AND CREATING AN ENVIRONMENT IN WHICH
EACH EMPLOYEE CAN CONTRIBUTE HIS/HER SKILL,
TALENT AND IDEAS IN A NEVER - ENDING PROCESS OF
IMPROVEMENT AND INNOVATION IN ALL ASPECTS OF
BUSINESS.
3 Aug 99 Chief Executive
Page 04

CORPORATE
BOARD OF DIRECTORY DIRECTORY

BOARD MEMBERS
Chairman Mr. Ahsan Khan Chowdhury
Managing Director Mr. Md. Eleash Mridha
Director Mrs. Uzma Chowdhury
Director Mrs. Sabiha Amjad
Independent Director Md. Abdus Salam, FCA
SENIOR MANAGEMENT
Chief Financial Officer Mr. Mohammad Yeamin
Director Marketing Mr. Chowdhury Kamruzzaman
Company Secretary Advocate Kazi Abdur Rahman
REGISTERED OFFICE FACTORY

PRAN CENTRE Ghorashal
Ga-105/1, Middle Badda, Dhaka-1212 Palash, Narshingdi
Ph:88-02-222281792, Fax: 88-02-8837464
Web: www.amclpran.com
AUDITORS LEGAL ADVISERS

ACNABIN The Legal Empiricism
Chartered Accountants Tropicana Tower, Suite No. A-10
BDBL Bhaban (Level-13 & 14) 10th Floor, 45 Topkhana Road
12 Kawran Bazar, C/A Dhaka-1000, Bangladesh
Dhaka-1215, Bangladesh
BANKERS
a. The HongKong and Shanghai e. Citibank N.A.
Banking Corporation Ltd (HSBC) 109, Gulshan Avenue, Gulshan
Management Office, Level 4 Dhaka-1212
Shanta Western Tower
186 Bir Uttam Mir Shawkat Ali Road f. State Bank of India
Tejgaon I/A, Dhaka-1208 Uday Tower, 57-57/A Gulshan Avenue,
Gulshan, Dhaka-1212
b. Commercial Bank of Ceylon PLC
Corporate Brance, Hadi Tower, NW(K) 1, R #
50, Kemal Ataturk Avenue, Gulshan-2 g. Bank Asia Ltd.
Dhaka-1217 Scotia Branch, 117/1 Rangs Bhaban,
Level-1, Old Airport Road, Tejgaon
c. Bangladesh Krishi Bank Dhaka
Local Principal Office
83-85 Motijheel C/A, Dhaka-1000 h. IFIC Bank Ltd
Ghorashal, Narshingdi
d. Standard Chartered Bank
SCB House,
67, Gulshan Avenue, Gulshan
Dhaka-1212
Page 05

34
th Annual General Meeting
December 21, 2019
The Directors of
the Company during
the meeting
The Shareholders
of the Company
in 34th AGM
Page 06

Letter
of
Transmittal
The Investors
Bangladesh Securities and Exchange Commission
Dhaka Stock Exchange Ltd.
Chittagong Stock Exchange Ltd.
Registrar of Joint Stock Companies and Firms
Subject: Annual Report for the year ended 30th June, 2020
Dear Sir (s)
We are pleased to enclose a copy of the Annual Report together with the Audited
Accounts including Statement of Financial Position as at 30th June, 2020,
Statement of Comprehensive Income, Changes in Equity and Cash Flows for the
year ended on 30th June, 2020 along with notes thereon and all related
Financial Statements for your record/necessary measures.
Yours faithfully,
Advocate Kazi Abdur Rahman

Company Secretary
Page 07

FIVE YEAR FINANCIAL STATISTICS
Value in’ 000 Taka

Particulars 2015-16 2016-17 2017-18 2018-19 2019-20
Authorized Capital 500,000 500,000 500,000 500,000 500,000
Paid up Capital 80,000 80,000 80,000 80,000 80,000
Share Premium 40,000 40,000 40,000 40,000 40,000
Turnover (Gross) 2,305,711 2,566,826 2,748,717 3,149,049 2,976,941
Turnover (Net) 2,091,554 2,380,335 2,538,528 2,821,830 2,641,268
Gross Margin 406,214 454,804 487,016 541,503 494,103
Profit Before Tax 68,474 72,681 70,456 77,568 68,829
Surplus After Tax Holiday Reserve 52,998 54,937 55,548 58,418 45,579
Tangible Fixed Assets (Net) 544,637 474,194 392,391 326,358 273,204
Cumulative Reserve & Surplus 424,449 453,787 483,109 515,950 535,948
Shareholders’ Equity 544,449 573,787 603,109 635,950 655,948
Dividend Proposed 32% 32% 32% 32% 32%
Return on Paid up Capital 66.25 68.77 69.44 7.30 56.97
Book Value Per Share (Tk.) 68.06 71.72 75.39 79.49 81.99
Earning Per Share (Tk.) 6.62 6.87 6.94 7.30 5.70
Market Value Per Share (Tk.) 195.70 216.50 226.65 241.80 189.75
Price Earning Ratio (Times) 29.54 31.51 32.66 33.11 33.30
Number of Shareholders (As on 30th June)
General Public 4,547 4,552 4,278 4,367 4,090

ICB Investors Account 28 17 10 15 02
Financial Institutions 17 25 30 47 38
Sponsors 05 03 03 03 03
Page 08

Graphical Presentation of
Some Financial Figures
EPS Trends of Last 5 Years
(EPS men�oned in the graphs have been changed along with the Face value
of shares from Tk. 100/- to Tk.10/-
8.00
7.30
7.00 6.87 6.94
6.62
6.00
5.70
5.00
4.00
EPS
3.00
2.00
1.00
0.00
2015-16 2016-17 2017-18 2018-19 2019-20
Ownership Distribution of Share’s 2019-20
32.11% Sponsors & Directors

40.15%
General Public
Financial Institution
27.74%
45.17%
Growth in Share Holders’ Equity

700,000
Share Holder’s Equity
600,000
(Value in Tk’1000)
500,000
400,000
300,000
200,000
100,000
0
517,051 544,449 573,786 603,109 635,950 655,948
2014-15 2015-16 2016-17 2017-18 2018-19 2019-20
Share Holder's Equity 517,051 544,449 573,786 603,109 635,950 655,948
Page 09

Dividend Announced
35%
30%
Dividend Percentage
25%
20%
15%
10%
5%
0%
2015-16 2016-17 2017-18 2018-19 2019-20
Dividend Announced 32% 32% 32% 32% 32%
EBIT (Earnings Before Interest & Tax)

80,000,000
78,000,000
76,000,000
74,000,000
72,000,000
70,000,000
68,000,000
66,000,000
64,000,000
62,000,000
2015-16 2016-17 2017-18 2018-19 2019-20
Gross Margin (Value In '000 Taka)

600,000
500,000
400,000
300,000
200,000
100,000
0
2015-16 2016-17 2017-18 2018-19 2019-20
Gross Margin (Value in '000
406,214 455,268 487,016 541,502 494,102
Taka)
Page 10

Expense Allocation FY: 2019-2020
Distribu�on
Expenses Administra�v
31.19% e Expenses
22.21%
Selling Marke�ng
Expenses Expenses
15.12% 31.48%
Revenue
3,000,000,000
2,500,000,000
2,000,000,000
1,500,000,000
1,000,000,000
500,000,000
-
2014-15 2015-16 2016-17 2017-18 2018-19 2019-20
Revenue 1,886,5 2,091,5 2,380,8 2,538,52 2,821,83 2,641,26
Export Revenue ( In BDT)

1,400,000,000
1,278,778,274
1,229,570,233
1,200,000,000
1,101,847,839
1,000,000,000
882,258,780
824,984,141
800,000,000
600,000,000
400,000,000
200,000,000
-
2015-16 2016-17 2017-18 2018-19 2019-20
Page 11

Profile of the
Board Members
MR. AHSAN KHAN CHOWDHURY
CHAIRMAN
Mr. Ahsan Khan Chowdhury completed Bachelor of Arts in Business Administration

from Wartburg College USA in 1992. Earlier he was the President of International
Student Association in USA during his education and became outstanding
international student in the same year. After returning to Bangladesh, he joined in
the Board of Directors of Agricultural Marketing Company Limited in 1992. He
attended many training sessions, seminars and courses on management
development, strategic planning, financial management, sales & marketing in
home and abroad. Being one of the business leaders in the country he grabbed
Best Exporter’s Trophy for several years awarded by the government of Bangladesh.
Currently he is an active member of premier trade bodies, associations & clubs in
Bangladesh.
MD ELEASH MRIDHA
Managing Director
The Board of Directors of Agricultural Marketing Company Limited appointed Mr.

Md. Eleash Mridha as the Managing Director of the Company with effect from 30
August, 2015. He has been nominated by M/s. Property Development Limited,
shareholder of AMCL-PRAN. Mr. Mridha has a long professional expirenece in
various operational areas. Mr. Mridha completed his graduation from the University
of Dhaka in 1989 and completed his MBA in finance. He is well trained
professional with a lot of operational expirence in varipus aspects in the Company.
Page 12

Profile of the
Board Members
MRS. UZMA CHOWDHURY
Director
[Nominated by M/s: Property Development Limited]
Mrs. Uzma Chowdhury is a highly accomplished lay with dynamic leadership skills. She is a
Certified Public Accountant, (CPA) from State of Taxes, USA. Earlier she completed B.Com
(Honors) degree from the Dhaka University in 1995. After that she obtained another Bachelor
of Science degree in 1999 from the University of Taxes at Dallas. After successful completion
of her Bachelor’s program she started her professional career in USA in year 2000 and
continued accounting profession for over 7 years in United States. In October, 2008 she
jointed PRAN-RFL group as Director Finance. Property Development Limited nominated her as
a Board Member of Agricultural Marketing Company Limited with effect from 27 October,
2016.
MRS. SABIHA AMJAD

Director
Mrs. Amjad has a wide 39 years of Directorial and Entrepreneurial experience in her career.
For her excellent dynamic leadership in business areas, the group excelled in many directions.
Earlier she completed Bachelor in Economics from Punjab University in 1966. She completed
her Masters degree in Economics from the University of Dhaka in 1975. She obtained another
Masters degree in English from Rajshahi University in the year 1981. Joined in the Board of
Directors of Agricultural Marketing Company Limited in 1985. Now she is one of the members
of newly formed Audit Committee of the company.
Mr. Md. Abdus Salam, FCA

Independent Director
Md. Abdus Salam is a qualified Chartered Accountant and a Fellow Member of the Institute of
Chartered Accountants of Bangladesh. The Board of Directors of Agricultural Marketing
Company Limited has appointed Mr. Md. Abdus Salam, FCA as the Independent Director of
the Company for a period of 3 years. He served in a number of state owned banks, private
banks and institutions in various responsible positions. He served as the CEO and Managing
Director of Janata Bank Ltd for 3 years and as the Managing Director of Bangladesh Krishi
Bank for about 3 years. Mr. Abdus Salam was associated with professional bodies like
BAFEDA and ABB as Chairman and Vice Chairman respectively. He has expertise in
accounting, finance and compliance issues. He completed his honours graduation and
post-graduation in Accounting from the University of Dhaka in 1978 and 1980 respectively. He
is a fellow of National Defense College under certification of Capstone Course, 2016. Mr. Abdus
Salam was awarded with “Shilpacharja Joynul Abedin Gold Medal” for his contribution in
Banking. He took part in various seminar, training and workshop in home and abroad.
Page 13

AGRICULTURAL MARKETING CO. LIMITED
PRAN Centre, 105, Middle Badda, Dhaka-1212
NOTICE OF THE 35TH ANNUAL GENERAL MEETING

Notice is hereby given that the 35th Annual General Meeting of the Investors of Agricultural Marketing Co.
Ltd. will be held on Thursday 24 December, 2020 at 9.30 a.m. at Digital Platform (in pursuant to the
Bangladesh Securities and Exchange Commission’s Order) to transact the following Business:
AGENDA
1. To receive, consider and adopt the Audited Accounts as of 30th June, 2020 together with reports of
the Auditor(s) and Directors’ thereon.
2. To elect Director as per Articles of Association of the Company.
3. To declare Dividend as recommended by the Board of Directors.
4. To appoint Statutory Auditor for the year 2020-2021 and fix their remuneration.
5. To appoint Compliance Auditor for the year 2020-2021 and fix their remuneration.
6. To approve the re-appointment of Managing Director.
7. To consider approval for mutual transactions of temporary loan and/or Corporate Guarantee with
sister concerns.
By Order of the Board
December 02, 2020

Advocate Kazi Abdur Rahman
Company Secretary
NOTES:
A. The Record Date/Book-Closure shall be on 30.11.2020
B. Trading of the Company’s share in the Stock Exchanges will remain suspended on the Record Date.
Members, whose names will appear in the Company’s register (Certificated and Depository) at the
close of business on the Record Date/Book-closure will be entitled to attend the AGM.
C. The 35th AGM of the Company would be conducted through Digital Platform in pursuant to the
Bangladesh Securities and Exchange’s Order.
D. Shareholders are requested to join the virtual AGM directly through the link
http://pran.hisoftcloud.com Shareholders may submit their questions/comments electronically to
idr3@prangroup.com before 48 hours of commencement of the AGM. Shareholers are requested to
visit theCompany’s website (i.e. www.amclpran.com ) for detail login process to the virtual meeting.
E. The soft copy of Annual Report will be sent to the e-mail address of the shareholders available in
the beneficial owner (BO) accounts. The Annual Report along with the Proxy Form can also be
collected, if so required, from the Share Department or can be downloaded from the website of the
Company: www.amclpran.com.
Page 14

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Page 15

DIRECTORS' REPORT
TO THE SHAREHOLDERS
For the year ended 30 June 2020
WELCOMING SHAREHOLDERS
The Board of Directors of Agricultural Marketing Co. Limited (AMCL) welcomes all of you to the 35th Annual
General Meeting of the company. It is our utmost pleasure to submit before you the glimpse of operational
activities, audited financial statements with auditor's report and the compliance report of the compliance
auditor of the company for the year ended on 30 June 2020 for your consideration, approval and adoption.
Company's current business situation has been elaborated and compared considering prevailing economic
condition of the country.
BUSINESS OPERATION REVIEW
Agricultural Marketing Co. Ltd is dedicated to produce and market safe food for the all classes' of people of
the country. To make the consumable items cheap for the consumer and to keep the cost within reasonable
limit, management is concern to modify the recipe complying the regulations of the country. In maintain the
sustainable growth, expense allocation been made according to the demand of the food market.
Juice and drinks production capacity was 309,212,000 Pcs/Pkt in the previous year and this year capacity
kept static to utilize the existing facility. The management ensured optimization of company's equipment
usage and tried to maximize actual production in the reporting year. To operate those production
equipment, human resources of the company has utilized the equipment, services of human resources to
their full potential.
Financial cost for the reporting year was 12.97 cr whereas it was 15.40 cr in the last year. But
administrative expense, selling expense and distribution expense were near about previous year expense
and marketing expenses is decreased from the previous year respectively to continue uninterrupted
business operation. Considering the entire unfavorable factors for manufacturing and marketing of food
business, Net Revenue decreased from Tk. 282 crore to Tk. 264 crore which is 6.40 percent lower than the
last year's proceeds.
The percentage of production capacity for the products of the company is listed below:
Name of Items Production Capacity (In Pcs/Pkt.) Production 2019 (In Pcs/Pkt.) Percentage
Juice, Drinks & others 309,212,000 99,414,066 32.15%
Mineral Water 53,830,000 11,985,305 22.27%
Soft Drinks 16,650,000 7,011,097 42.11%
Ice Pop, Mango Bar and Others 24,720,000 14,482,154 58.58%
EXPORT OF GOODS
Overall country's export earnings fell in the just-concluded fiscal year 2019-20. The drop was a result of the
impact of coronavirus during last two quarter. Economists and exporters are hopeful about overcoming the
crisis, but said it would require diversifying products and markets. It also depends on the improvement of
Covid-19 situation across the export destinations, they said. Moreover, making products according to the
market demand is required to achieve that goal.
This year the export earning was Tk 110.18 cr. whereas last year it was Tk.88.2 cr. including cash incentive.
Necessary strategies will be introduced to develop the foreign export earnings in the upcoming days.
Page 18

SALES & DISTRIBUTION
Due to Lockdown of last two quarter in FY 2019-20, sales & distribution activities of the company is
significantly hampered. A good sales picture mostly depends on a strong and prompt distribution network.
Without the help of such distribution team the sales force could not achieve such target. To accelerate the
sales revenue, distribution channel has been developed. More carriers' have been deployed to accomplish
the logistic support for the distribution points and dealers. As a result of giving importance more on
distribution & sales revenue volume and value has increased for the year 2019-20. Company expected
more growth on sales, but couldn't reach due to stiff competition and consumers' choice. But the sales
force tried to reach the undeveloped areas to ensure our products available each and every corner of the
country.
SOCIO-ECONOMIC POSITION OF COUNTRY: INDUSTRY PERSPECTIVE
For development of country's socio-economic position, infrastructure facilities must be ensured to the
entrepreneurs. Industrial sector cannot advance if sufficient investment is not enhanced by finance
providers in due time. Power and gas shortage, insufficiency of investment and weak infrastructure are
among the major obstacles to growth, as they disrupt industrial production and discourage new investment.
The favorable natural factors and strong government support in terms of timely availability of inputs and
finance is essential. The sector couldn’t achieve the growth rate as like the previous years due to covid-19
effect. Loss of job has made an impact of the purchase power of the consumers on household goods. As a
result economic activities was little bit slow during this period.
OPERATIONAL PERFORMANCE
This year was a challenging year for all enterprises in Bangladesh including our company. COVID-19 has
made a tremendous impact on human life. Country wise lockdown and maintaining social distancing has
disrupted the daily life. As a result, business faced a great challenge to survive for this year. However, AMCL
(PRAN) made a gross sale of approximately Tk. 264.1 cr. as against Tk. 282.1 cr. during the previous year.
This is 18 cr lower than that of last year. At the same time cost of production has not decreased proportion
to sales drop. Costs of other raw materials for packaging like resin, tetra packs foil etc. increased
substantially. The Management reviewed the wages of the workers' according to the existing labor law and
increased over the previous due to inflation in food items. This has an adverse impact on the cost of
production. We wanted to cover up the costs by increasing sales, but tried to avoid hiking of price of our
consumer goods. Most of our demandable product price is static in the last fiscal year. In the face of the
adverse situations your company earned Tk.6.81 Cr. operating profit and Tk. 4.55 Cr. net profit, after
deducting Workers Profit Participation Fund (WPPF) and Corporate Tax including deferred tax.
The comparatives on the financial performance of the Company for twelve-month period to June 30, 2020
are presented below:
Particulars 30-June-2020 (Taka) 30-June-2019 (Taka) % Increase/Decrease
Revenue 2,641,267,631 2,821,830,393 (6.40%)
Cost of Goods Sold 2,147,164,973 2,280,327,620 (5.84%)
Gross Profit 494,102,658 541,502,773 (8.75%)
Operating Expense 296,148,798 310,469,489 (4.61%)
Net Profit (Before Tax) 68,828,522 77,567,955 (11.27%)
Provision for Tax 23,249,636 19,149,749 21.41%
Net Profit after Tax 45,578,886 58,418206 (21.98%)
In addition to that Earning per Share (EPS) of the company for this year is Tk. 5.70 based on outstanding
80,00,000 shares of Tk.10 each.
Page 19

COMPANY PRODUCTS
Agricultural Marketing Co. Limited produces consumable products using the agro-commodity and various
beverages. It includes a comprehensive range of raw and finished goods under the classification of agro
and agricultural products. The company produces different types and brands of Juice and Drinks, Mineral
Water, Soft Drinks, Ice Pop & Mango Bars. Juices and drinks are bottled in Tetra pack, Glass Bottle, Pet
Bottle, Can Bottle. AMCL is now producing two categories of drinks. One is Flavored Drinks and another is
Soft Drinks.
HUMAN RESOURCE MANAGEMENT
Human Resources Management playing a vital role to sustainable development of an organization. Each
new member joining Agricultural Marketing Company Ltd. (AMCL) is to become a participant in developing
a sustainable quality culture which implies a commitment to the organization and a sense for continuous
improvement leaving no room for complacency. The Agricultural Marketing Company Ltd. is committed to
ensure a talent based, transparent, fair and equal employment opportunity in all of its sections. The Talent
Management System is very scientific here, which has ensured that talented people take the lead and bring
the organization onward to compete in the global market successfully.
Training is another secret behind the high-performing Human Resources of AMCL. We conduct Training
Need Assessment and organize Need Based Training for each and every individual team members of AMCL.
This year we have conducted training on Career Planning, Employee Motivation, Team Building, Grievance
Handling, Fire and Electrical Safety, Chemical Safety, Workplace Safety, Computer Literacy, Personal
Development etc. We have also conducted customized training for the electricians, plumbers, welders,
lathe men, drivers in different phases.
COMPLIANCE MANAGEMENT
Compliance management is a critical component of the internal control process for any business and a
prerequisite for assessing compliance with corporate performance standards.
In Agricultural Marketing Company Limited (AMCL) we try our level best to keep up with the growing industry
and its reforming compliance standards by prioritizing our assessment and evaluation system in buyer’s
compliance, export compliance and social compliance. And therefore at those fundamental points we have
to cut off an amount of foreseeable profit. We interpret compliance as incorporating standards that
conform to specific requirements.
DIRECTORS' RESPONSIBILITIES FOR FINANCIAL STATEMENTS
According to condition 1(5)(xi)of CGG 2018, the directors of the company are responsible for preparation
and true and fair presentation of financial statements. This responsibility includes designing, implementing
and maintaining internal control relevant to the preparation and fair presentation of financial statements
those are free from material misstatement whether due to fraud or error, selecting and applying appropriate
accounting policies. In that capacity, the Directors confirm to the best of their knowledge that-
(i) The financial statements prepared by the management of the company present fairly its state
of affairs, the result of its operations, cash flows and changes in equity.
(ii) Proper books of accounts have been maintained.
(iii) Appropriate accounting policies have been consistently applied in preparation of the financial
statements and the accounting estimates are based on reasonable and prudent judgment.
(iv) The International Accounting Standards (IAS) or International Financial Reporting Standards
(IFRS), as applicable in Bangladesh have been followed in preparation of the financial
statements.
Page 20

(v) The internal control of is sound in design and has been effectively implemented and monitored.
(vi) Minority shareholders have been protected from abusive actions by, or in the interest of controlling
shareholders acting eigher directly or indirectly and have effective neans of redress.
(vii) There is no significant doubt upon the Company’s ability to continuous as a going concern.
APPLICATION OF IAS/ IFRS IN FINANCIAL STATEMENTS
International Accounting Standards (IAS), and International Financial Reporting Standards (IFRS) provide
basis, structure, guideline and the requirement for their content for presenting financial statement and this
financial statement has been prepared following those standards. Statement of compliance has been
mentioned in Notes to the Financial Statements.
RESPONSIBILITY OF CEO & CFO FOR FINANCIAL DISCLOSURES
As it is the responsibility of the Chief Executive Officer (CEO)/ Managing Director (MD) and Chief Financial
Officer (CFO) to examine and certify that the financial statement is free from materially untrue, misleading
statement and omission of material fact along with re-presenting a true and fair view of company's affairs
to their best knowledge and belief before placing it before the board. After their review, they have certified
to the Board regarding true and fairness of financial facts and figures during preparation of this financial
statements as Annexure-A. The Board in its meeting held on November 09, 2020, recorded that the CEO
and CFO jointly submitted their certification as was required under Condition No 1(5)(xxvi) of the Corporate
Governance Code of BSEC.
LATEST SHAREHOLDING PATTERN
Securities and Exchange Commission has imposed a condition to disclose the Shareholding by the
individuals having relation with the company in condition no: 1.5 (xxiii). The board is presenting the
shareholding structure as on 30 June 2020 as Annexure -E.
CORPORATE GOVERNANCE PRACTICE
The company has developed its Corporate Governance framework based on Bangladesh Securities and
Exchange commission (BSEC) Corporate Governance Code, The Companies Act 1994, Listing Regulations,
standards of business ethics, politics and guideline of the company, various laws of the land and local and
global best practice. As the Company has significant presence in the capital market & also in business
operation, it abides by the guidelines of the relevant regulators and authorities.
As practiced earlier, company appointed M/S. SARashid & Associates (Chartered Secretaries) for the year
2019-20 to examine the compliance status of the company. For appropriate reporting of governance under
9(1), a statement on status of compliance has been annexed to this report. Auditor will provide a
certification under condition 9(2) of Corporate Governance Code after completing the examination and
their documentary satisfaction.
APPOINTMENT OF COMPLIANCE AUDITOR
M/s. SA Rashid & Associates has conducted the audit on compliance of the Corporate Governance Code
during the fiscal year 2019-20.
The board has recommended to re-appoint SARashid & Associates, Chartered Secretaries, Noakhali Tower
(12th Floor, 13-D) 55/B Purana Paltan, Dhaka-1000, Bangladesh as Compliance Auditor for the purpose of
conducting compliance audit and issuance of compliance certificate for the year 2020-21 following the
notification issued by BSEC. The recommendation of the Board for their appointment is placed in the
General Meeting for approval.
Page 21

INTERNAL CONTROL AND COMPLIANCE
Effective internal control over financial reporting is intended to provide reasonable assurance about the
reliability of a company's financial statements and the process of preparation of those statements.
Even company's success depends on how internal control system is effective within the organization. The
board has the ultimate responsibility of establishing effective system of internal control. To ensure internal
control regarding risk management, financial control and compliance legislation, the company follows the
principle of decentralization. It has been designed to manage the risk of failure and to achieve the objective
of the company. The company has established Internal Audit Department and appointed Head of Internal
Audit to ensure internal control and compliance in place.
Basic Policy of AMCL on Internal Control System
• AMCL has created a framework to ensure that performance and duties of senior management
and employees of the company are in compliance with relevant laws and regulations as well as
the articles of incorporation.
• A framework to ensure an efficient performance of duties by directors of the company
• A framework aimed at preservation and control of information relating to the performance of
duties by functional heads
• A framework including rules and preventing actions concerning the risks.
• A framework to ensure effective audit actions by the internal audit team and reporting regularly
to Audit Committee.
APPROPRIATION OF PROFIT
Considering the financial results of the Company, the Directors are pleased to report you their
recommendations for appropriation of earnings for the year under review. The appropriations are as follows:
Particulars (Amount in Taka)

30-June-2020 30-June-2019
Net Profit after Tax 45,578,886 58,418,206
Add: Accumulated Surplus (brought forward) 501,084,800 468,177,339
Profit Available for appropriation 546,740,587 526,684,800
Less previous year adjustment Nil Nil
Depreciation on Revalued Asset 76,901 89,255
Proposed Dividend (25,600,000) (25,600,000)
Balance Carried forward 521,140,587 501,084,800
DECLARATION OF DIVIDEND
The Directors confirms that no stock dividend or bonus share has not declared during year or shall be
declared in future as interim dividend. A stable Dividend policy is followed by the management considering
benefits of the shareholders' and safeguarding their valuable investment. Considering business conditions
and growth, the Board of Directors proposed and recommended for declaration of Cash Dividend for the
year 2019-20 at the rate of Tk.32 percent for our valued investors after reviewing the Company's
profitability & stability. This will involve an amount of Tk. 25,600,000 for the accounting year 2019-20.
BUSINESS RISK MANAGEMENT
Running a business always creates different types of risk. Some of the potential hazards can destroy a
business. When a risk arises, being aware about the risk at initial stage helps to neutralize the threat. The
board of director recognizes the importance of sound risk management to safeguard shareholders
investment and the company's asset.
Page 22

Objectives of risk management of the company:
• Achieve and maintain a reduced cost of risk (both insurance and self-insurance) without
placing the Institute in a position of risk exposure that could have a significant impact on its
financial security and its Mission.
• Evaluate and assess all risks of loss and need related insurance.
• Whenever possible, modify or eliminate identifiable conditions and practices which may
cause losses.
• Protect the interest off all other stakeholders.
We always concern about the financial management of the business as it works as a fluid for business life.
The company has adopted an integrated risk management system where all employees are connected with
the chain of risk mitigation. If the risk mitigation process takes longer time the company goes for diversify
the respective one to defend easily.
Basically AMCL tries to reach its goal following some steps. Those are:
• Risk Identification at various operational stage.
• Risk Impact Assessment during investigation.
• Risk Mitigation analysis and reduction process.
• Risk Monitoring as a part of risk management till completion of project.
• Risk review to find the gap between company's action plan & risk mitigated.
EXPANSION & FUTURE PLAN
With a view to meeting up customers' expectation Agricultural Marketing Co. Limited is relentlessly trying its
best to add more with perfection of quality for a long period of time. This intention and commitment have
helped to gain faith on our product and on our operations of the valued customers. As a commitment to
them, we have tried to expand the business for operation and safeguard shareholders' investment. To value
our customers' choice we are thinking to expand our business. Operation units are working on this and
analyzing the prospective areas. Some new products will be added in company's basket in the upcoming
days.
ROTATION OF DIRECTORS
According to the Section 91(2) of the Companies Act 1994, not less than one third of the total number of
directors of every Company retire from the position in the Annual General Meeting and if eligible may be
re-elected. Accordingly, Meeting, Mrs. Sabiha Amjad shell retire from her directorship as per Article 123 &
129 of the Articles of the Association. Accordingly being eligible can offer herself for re-election as per
Article 130.
CODE OF CONDUCT
To ensure integrity within the business operation, the Board members of Agricultural Marketing Co. Limited
maintains the practices of ethical code. Moreover, in maintaining transparency & accountability in day to
day operation, the members of the Board have adopted a code of conduct. This code is applicable for new
member inclusion of the Board and a compliance status is kept for necessary records at registered office
of the company. The Directors are responsible for maintaining ethical code of conduct in relation to
business & related regulations as notified by the govt. authorities. Compliance of Code of Conduct is
reported by the members to the board annually.
Page 23

CONTINUATION OF INDEPENDENT DIRECTOR
The Board of Directors of AMCL has appointed Mr. Md. Abdus Salam FCA as Independent Director with
effect from 8th July 2019. The appointment has been approved by the Shareholders in the last Annual
General Meeting of the company. He has been appointed as the Chairman of the Nomination and
Remuneration Committee, and the Audit Committee as well. Initially he has been appointed in the
company's board as Non-executive Independent Director for a term of 3 years. A brief resume of Mr. Md.
Abdus Salam FCA is annexed in separate page with the profiles of other Board Members.
DIRECTOR'S REMUNERATION
The Company has fixed remuneration for the Board members for attending the Meeting of the members.
The members of the Board of Directors of the Company did not receive any remuneration for attending the
Board Meetings held during the year.
DIRECTORS' MEETING ATTENDANCE
The meeting of the Board of Directors are held periodically to have proper direction, supervision and control
on company's policy and strategy. All the directors considered the meetings as vital one for company's
development and growth. The board also regularly monitored the exercise of the decisions given in the
meeting. During the year under review meetings of the board members been held and the attendance been
given in Annexure-II of this annual report.
APPOINTMENT OF AUDITOR
The existing auditor M/s. ACNABIN, Chartered Accountants, BSRS Bhaban (13th Floor),12, Karwan bazar
C/A, Dhaka-1215, Bangladesh has completed 3rd year of their engagement and is going to retire in the
upcoming Annual General Meeting. The Board recommends M/s. M. J. Abedin & Co., Chartered
Accountants, National Palza, 3rd Floor, 109 Bir Uttam C. R. Datta Road, Dhaka-1205 for appointment as
new auditors of the company for the year of 2020-21 and to hold office till conclusion of the next Annual
General Meeting pursuant to section 210 of The Companies Act, 1994 and other applicable provisions.
CONSTITUTION OF NRC
According to condition 6 of the Corporate Governance Code, the board of directors need to form a
Nomination and Remuneration Committee (NRC). There should have at least 03 (three) members including
at least one Independent Director and non-executive directors where the independent director would be the
chairman. The board shall determine and recommend the Terms of Reference (ToR). The board of directors
of AMCL states that the conditions as stated in condition 6 of the Corporate Governance Code shall be
complied with. Present composition of the NRC is as follows:
Name Position in the Board Position in the Committee

Md. Abdus Salam FCA Independent Director Chairman
Ahsan Khan Chowdhury Chairman Member
Sabiha Amjad Director Member
Page 24

Company Secretary acts as the secretary of the NRC.
AUDIT COMMITTEE
It is very important issue for all Publicly Listed Companies to constitute an effective Audit Committee. The
Board of Agricultural Marketing Co. Limited has constituted an Audit Committee to comply with the condi-
tion 5 of the Corporate Governance Code notified. The present Audit Committee is as follows:
Name Position in the Board Position in the Committee
Md. Abdus Salam FCA Independent Director Chairman
Ahsan Khan Chowdhury Chairman Member
Sabiha Amjad Director Member
The Audit Committee has been formed with a view to have assistance in continuous review, monitoring and
assessment of performance of the organization systematically against the regulatory requirement,
established policies, management of risk and compliance with the existing laws of the country. The Audit
Committee works as a sub-committee to the Board. The Company Secretary acts as Secretary to the
Committee.
RELATED PARTY TRANSACTIONS
Details of related party transactions entered into by the company as the normal course of business during
the year under review are set out in notes to the financial statements.
The directives from the BSEC dated 05 February 2020 on related party transactions will be followed and
consent from the members in the general meeting will be obtained as and when necessary.
According an issue in this regard has been raised by the auditors in their report under emphasis of matter.
Therefore an agenda on the same will be transacted in the AGM. During the year, the company has to
exchange materials with its sister concerns as stated in note no 38(ii) of the Notes to the Financial
Statements. Since the transactions amounts to more than 1% of the total tangible assets of the company,
it is proposed that the shareholders would consider such transactions for approval.
SEGMENT INFORMATION
Quantitative disclosure of company's product disclosed as follows. Information has been segmented as -
(i) Production Capacity and Actual Production
(ii) Sales
(iii) Finished Goods
The segmented information about company's products are displayed in the notes in the financial
statements in this report and is consistent with the total sales value for the purposes of evaluating
performance.
GOING CONCERN
After analyzing the previous business operation and having full cause and effect in the financial statement,
the Board of Director confirms that they have reasonable expectation on the going concern identity of the
company. Analysis of previous business operation and cause and effect in the financial statement are the
basis of this confirmation Management has prepared financial statements on a going concern basis,
having made due enquiries that the Company have adequate resources to continue operations in the
upcoming days.
Page 25

EXTRA-ORDINARY EVENTS
No event of extra ordinary gain or loss occurred during the reporting period which would require adjustment
or disclosure in the financial statements.
UTILIZATION OF PROCEEDS FROM PUBLIC ISSUE
In disclosing utilization of proceeds from Public Issue, no such event of collecting fund from public issues
took place during the financial period which would require adjustment or disclosure in this annual report.
VARIANCE IN QUARTERLY AND ANNUAL FINANCIAL PERFORMANCE
In disclosing the variance during the financial year, no such reporting is applicable for the management in
respect of significant variance occurs between the Quarterly Financial performance and Annual Financial
Statements.
APPRECIATION
We extend our warmest thanks and sincere gratitude to the valued investors, consumers, patrons, media,
well-wishers, banks, insurance companies, The Securities and Exchange Commission, Dhaka Stock
Exchange, Chittagong Stock Exchange, government regulatory agencies, Central Depository Bangladesh
Limited and all business associates for their confidence, continued support & cooperation in accomplishing
the company's business objective. We look forward to their continued support, co-operation, and guidance
those are our constant source of encouragement in the day ahead.
The Directors also express their deep appreciation for the sincere and dedicated service rendered by the
management and employees for being an integral part of the Company's success.
Once again we offer our heartiest thanks to all shareholders for their support during this year.
On behalf of the Board of Directors,
09 November 2020 Ahsan Khan Chowdhury

Chairman
Page 26

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Table of

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

Poverty & Hunger Are Curses

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

Programme for Rural Advancement Nationally

We in Bangladesh are blessed with a climate ideally suited to agriculture,

And farming is a way of life to our people.

Our comparative advantage as an economy lies in agriculture. We believe the

PRAN is in testimony to our convictions. It stands for: ‘‘Programme for Rural

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

IT IS THE POLICY OF AGRICULTURAL MARKETING CO LTD

AMCL HAVE ADOPTED ISO-9001 AS THE MODEL FOR THEIR

MANAGEMENT IS COMMITTED TO PROVIDING THE

3 Aug 99 Chief Executive

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

BOARD OF DIRECTORY DIRECTORY

REGISTERED OFFICE FACTORY

AUDITORS LEGAL ADVISERS

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

Dear Sir (s)

Advocate Kazi Abdur Rahman

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

Value in’ 000 Taka

Number of Shareholders (As on 30th June)

General Public 4,547 4,552 4,278 4,367 4,090

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

Ownership Distribution of Share’s 2019-20

32.11% Sponsors & Directors

Growth in Share Holders’ Equity

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

Dividend Announced 32% 32% 32% 32% 32%

EBIT (Earnings Before Interest & Tax)

Gross Margin (Value In '000 Taka)

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

Export Revenue ( In BDT)

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

Mr. Ahsan Khan Chowdhury completed Bachelor of Arts in Business Administration

The Board of Directors of Agricultural Marketing Company Limited appointed Mr.

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

MRS. SABIHA AMJAD

Mr. Md. Abdus Salam, FCA

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

NOTICE OF THE 35TH ANNUAL GENERAL MEETING

By Order of the Board

December 02, 2020

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

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ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

BUSINESS OPERATION REVIEW

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

SOCIO-ECONOMIC POSITION OF COUNTRY: INDUSTRY PERSPECTIVE

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

HUMAN RESOURCE MANAGEMENT

DIRECTORS' RESPONSIBILITIES FOR FINANCIAL STATEMENTS

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

APPLICATION OF IAS/ IFRS IN FINANCIAL STATEMENTS

RESPONSIBILITY OF CEO & CFO FOR FINANCIAL DISCLOSURES

LATEST SHAREHOLDING PATTERN

CORPORATE GOVERNANCE PRACTICE

APPOINTMENT OF COMPLIANCE AUDITOR

ANNUAL REPORT 2019-20 AGRICULTURAL MARKETING CO. LTD.

Particulars (Amount in Taka)